XRX-6.30.15-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
_______________
(Mark One)
|
| |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 2015
OR
|
| |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-04471
XEROX CORPORATION
(Exact Name of Registrant as specified in its charter)
|
| | |
New York | | 16-0468020 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
P.O. Box 4505, 45 Glover Avenue Norwalk, Connecticut | | 06856-4505 |
(Address of principal executive offices) | | (Zip Code) |
(203) 968-3000
(Registrant’s telephone number, including area code)
_________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
|
| | |
Class | | Outstanding at June 30, 2015 |
Common Stock, $1 par value | | 1,068,794,642 shares |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and any exhibits to this Report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect Management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include, but are not limited to: changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the United States and in the foreign countries in which we do business; changes in foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect our intellectual property rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and that civil 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; the risk that our bids do not accurately estimate the resources and costs required to implement and service very complex, multi-year governmental and commercial contracts, often in advance of the final determination of the full scope and design of such contracts or as a result of the scope of such contracts being changed during the life of such contracts; the risk that subcontractors, software vendors and utility and network providers will not perform in a timely, quality manner; service interruptions; actions of competitors and our ability to promptly and effectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintain and improve cost efficiency of operations, including savings from restructuring actions and the relocation of our service delivery centers; 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; the risk in the hiring and retention of qualified personnel; the risk that unexpected costs will be incurred; our ability to recover capital investments; the risk that our Services business could be adversely affected if we are unsuccessful in managing the start-up of new contracts; the collectibility of our receivables for unbilled services associated with very large, multi-year contracts; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; our ability to expand equipment placements; interest rates, cost of borrowing and access to credit markets; the risk that our products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives; the outcome of litigation and regulatory proceedings to which we may be a party; 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 this Quarterly Report on Form 10-Q, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and our 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Xerox assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
XEROX CORPORATION
FORM 10-Q
June 30, 2015
TABLE OF CONTENTS
|
| | |
| Page |
| |
Item 1. | | |
| | |
| | |
| | |
| | |
| | |
Item 2. | | |
| | |
| | |
| | |
Item 3. | | |
Item 4. | | |
| |
| |
| | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 6. | | |
| |
| |
For additional information about Xerox Corporation and access to our Annual Reports to Shareholders and SEC filings, free of charge, please visit our website at www.xerox.com/investor. Any information on or linked from the website is not incorporated by reference into this Form 10-Q.
ITEM 1 — FINANCIAL STATEMENTS
XEROX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in millions, except per-share data) | | 2015 | | 2014 | | 2015 | | 2014 |
Revenues | | | | | | | | |
Sales | | $ | 1,224 |
| | $ | 1,342 |
| | $ | 2,350 |
| | $ | 2,599 |
|
Outsourcing, maintenance and rentals | | 3,279 |
| | 3,501 |
| | 6,532 |
| | 6,915 |
|
Financing | | 87 |
| | 98 |
| | 177 |
| | 198 |
|
Total Revenues | | 4,590 |
| | 4,941 |
| | 9,059 |
| | 9,712 |
|
Costs and Expenses | | | | | | | | |
Cost of sales | | 776 |
| | 832 |
| | 1,450 |
| | 1,610 |
|
Cost of outsourcing, maintenance and rentals | | 2,356 |
| | 2,488 |
| | 4,724 |
| | 4,942 |
|
Cost of financing | | 32 |
| | 36 |
| | 65 |
| | 72 |
|
Research, development and engineering expenses | | 142 |
| | 143 |
| | 283 |
| | 288 |
|
Selling, administrative and general expenses | | 906 |
| | 959 |
| | 1,821 |
| | 1,904 |
|
Restructuring and asset impairment charges | | 157 |
| | 39 |
| | 171 |
| | 65 |
|
Amortization of intangible assets | | 79 |
| | 78 |
| | 156 |
| | 155 |
|
Other expenses, net | | 68 |
| | 65 |
| | 114 |
| | 104 |
|
Total Costs and Expenses | | 4,516 |
| | 4,640 |
| | 8,784 |
| | 9,140 |
|
Income before Income Taxes and Equity Income | | 74 |
| | 301 |
| | 275 |
| | 572 |
|
Income tax (benefit) expense | | (9 | ) | | 73 |
| | 30 |
| | 115 |
|
Equity in net income of unconsolidated affiliates | | 29 |
| | 33 |
| | 63 |
| | 75 |
|
Income from Continuing Operations | | 112 |
| | 261 |
| | 308 |
| | 532 |
|
(Loss) income from discontinued operations, net of tax | | (95 | ) | | 11 |
| | (61 | ) | | 26 |
|
Net Income | | 17 |
| | 272 |
| | 247 |
| | 558 |
|
Less: Net income attributable to noncontrolling interests | | 5 |
| | 6 |
| | 10 |
| | 11 |
|
Net Income Attributable to Xerox | | $ | 12 |
| | $ | 266 |
| | $ | 237 |
| | $ | 547 |
|
| | | | | | | | |
Amounts Attributable to Xerox: | | | | | | | | |
Net income from continuing operations | | $ | 107 |
| | $ | 255 |
| | $ | 298 |
| | $ | 521 |
|
Net (loss) income from discontinued operations | | (95 | ) | | 11 |
| | (61 | ) | | 26 |
|
Net Income Attributable to Xerox | | $ | 12 |
| | $ | 266 |
| | $ | 237 |
| | $ | 547 |
|
| | | | | | | | |
Basic Earnings per Share: | | | | | | | | |
Continuing operations | | $ | 0.09 |
| | $ | 0.21 |
| | $ | 0.26 |
| | $ | 0.43 |
|
Discontinued operations | | (0.08 | ) | | 0.01 |
| | (0.06 | ) | | 0.03 |
|
Total Basic Earnings per Share | | $ | 0.01 |
| | $ | 0.22 |
| | $ | 0.20 |
| | $ | 0.46 |
|
Diluted Earnings per Share: | | | | | | | | |
Continuing operations | | $ | 0.09 |
| | $ | 0.21 |
| | $ | 0.26 |
| | $ | 0.43 |
|
Discontinued operations | | (0.08 | ) | | 0.01 |
| | (0.06 | ) | | 0.02 |
|
Total Diluted Earnings per Share | | $ | 0.01 |
| | $ | 0.22 |
| | $ | 0.20 |
| | $ | 0.45 |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
XEROX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in millions) | | 2015 | | 2014 | | 2015 | | 2014 |
Net income | | $ | 17 |
| | $ | 272 |
| | $ | 247 |
| | $ | 558 |
|
Less: Net income attributable to noncontrolling interests | | 5 |
| | 6 |
| | 10 |
| | 11 |
|
Net Income Attributable to Xerox | | 12 |
| | 266 |
| | 237 |
| | 547 |
|
| | | | | | | | |
Other Comprehensive Income (Loss), Net(1): | |
| |
| |
| |
|
Translation adjustments, net | | 194 |
| | 92 |
| | (315 | ) | | 91 |
|
Unrealized (losses) gains, net | | (19 | ) | | 15 |
| | 10 |
| | 41 |
|
Changes in defined benefit plans, net | | 67 |
| | (70 | ) | | 165 |
| | (154 | ) |
Other Comprehensive Income (Loss), Net | | 242 |
| | 37 |
| | (140 | ) | | (22 | ) |
Less: Other comprehensive income, net attributable to noncontrolling interests | | 1 |
| | 1 |
| | — |
| | 1 |
|
Other Comprehensive Income (Loss), Net Attributable to Xerox | | 241 |
| | 36 |
| | (140 | ) | | (23 | ) |
| | | | | | | | |
Comprehensive Income, Net | | 259 |
| | 309 |
| | 107 |
| | 536 |
|
Less: Comprehensive income, net attributable to noncontrolling interests | | 6 |
| | 7 |
| | 10 |
| | 12 |
|
Comprehensive Income, Net Attributable to Xerox | | $ | 253 |
| | $ | 302 |
| | $ | 97 |
| | $ | 524 |
|
(1) Refer to Note 16 - Other Comprehensive Income (Loss) for gross components of Other Comprehensive Income (Loss), reclassification adjustments out of Accumulated Other Comprehensive Loss and related tax effects.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
XEROX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
| | | | | | | | |
(in millions, except share data in thousands) | | June 30, 2015 | | December 31, 2014 (1) |
Assets | | | | |
Cash and cash equivalents | | $ | 1,641 |
| | $ | 1,411 |
|
Accounts receivable, net | | 2,722 |
| | 2,652 |
|
Billed portion of finance receivables, net | | 113 |
| | 110 |
|
Finance receivables, net | | 1,328 |
| | 1,425 |
|
Inventories | | 1,072 |
| | 934 |
|
Assets of discontinued operations | | — |
| | 1,260 |
|
Other current assets | | 956 |
| | 1,082 |
|
Total current assets | | 7,832 |
| | 8,874 |
|
Finance receivables due after one year, net | | 2,581 |
| | 2,719 |
|
Equipment on operating leases, net | | 500 |
| | 525 |
|
Land, buildings and equipment, net | | 1,078 |
| | 1,123 |
|
Investments in affiliates, at equity | | 1,377 |
| | 1,338 |
|
Intangible assets, net | | 1,890 |
| | 2,031 |
|
Goodwill | | 8,810 |
| | 8,805 |
|
Other long-term assets | | 1,948 |
| | 2,243 |
|
Total Assets | | $ | 26,016 |
| | $ | 27,658 |
|
Liabilities and Equity | | | | |
Short-term debt and current portion of long-term debt | | $ | 1,648 |
| | $ | 1,427 |
|
Accounts payable | | 1,568 |
| | 1,584 |
|
Accrued compensation and benefits costs | | 664 |
| | 754 |
|
Unearned income | | 428 |
| | 431 |
|
Liabilities of discontinued operations | | — |
| | 371 |
|
Other current liabilities | | 1,422 |
| | 1,509 |
|
Total current liabilities | | 5,730 |
| | 6,076 |
|
Long-term debt | | 5,998 |
| | 6,314 |
|
Pension and other benefit liabilities | | 2,634 |
| | 2,847 |
|
Post-retirement medical benefits | | 790 |
| | 865 |
|
Other long-term liabilities | | 418 |
| | 454 |
|
Total Liabilities | | 15,570 |
| | 16,556 |
|
| | | | |
Series A Convertible Preferred Stock | | 349 |
| | 349 |
|
| | | | |
Common stock | | 1,097 |
| | 1,124 |
|
Additional paid-in capital | | 3,967 |
| | 4,283 |
|
Treasury stock, at cost | | (316 | ) | | (105 | ) |
Retained earnings | | 9,605 |
| | 9,535 |
|
Accumulated other comprehensive loss | | (4,299 | ) | | (4,159 | ) |
Xerox shareholders’ equity | | 10,054 |
| | 10,678 |
|
Noncontrolling interests | | 43 |
| | 75 |
|
Total Equity | | 10,097 |
| | 10,753 |
|
Total Liabilities and Equity | | $ | 26,016 |
| | $ | 27,658 |
|
| | | | |
Shares of common stock issued | | 1,096,623 |
| | 1,124,354 |
|
Treasury stock | | (27,828 | ) | | (7,609 | ) |
Shares of Common Stock Outstanding | | 1,068,795 |
| | 1,116,745 |
|
(1) Certain prior year amounts have been revised - Refer to Note 1 - Basis of Presentation for additional information.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
XEROX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in millions) | | 2015 | | 2014 | | 2015 | | 2014 |
Cash Flows from Operating Activities: | | | | | | | | |
Net income | | $ | 17 |
| | $ | 272 |
| | $ | 247 |
| | $ | 558 |
|
Adjustments required to reconcile net income to cash flows from operating activities: | | | | | | | | |
Depreciation and amortization | | 297 |
| | 376 |
| | 593 |
| | 721 |
|
Provision for receivables | | 14 |
| | 22 |
| | 32 |
| | 38 |
|
Provision for inventory | | 10 |
| | 4 |
| | 16 |
| | 14 |
|
Net loss (gain) on sales of businesses and assets | | 74 |
| | 1 |
| | 62 |
| | (29 | ) |
Undistributed equity in net income of unconsolidated affiliates | | (3 | ) | | 2 |
| | (34 | ) | | (40 | ) |
Stock-based compensation | | 23 |
| | 24 |
| | 45 |
| | 50 |
|
Restructuring and asset impairment charges | | 157 |
| | 38 |
| | 171 |
| | 65 |
|
Payments for restructurings | | (30 | ) | | (36 | ) | | (61 | ) | | (72 | ) |
Contributions to defined benefit pension plans | | (57 | ) | | (68 | ) | | (98 | ) | | (105 | ) |
Increase in accounts receivable and billed portion of finance receivables | | (6 | ) | | (150 | ) | | (245 | ) | | (389 | ) |
Collections of deferred proceeds from sales of receivables | | 62 |
| | 106 |
| | 134 |
| | 226 |
|
Increase in inventories | | (67 | ) | | (43 | ) | | (193 | ) | | (103 | ) |
Increase in equipment on operating leases | | (69 | ) | | (66 | ) | | (139 | ) | | (123 | ) |
Decrease in finance receivables | | 6 |
| | 18 |
| | 78 |
| | 54 |
|
Collections on beneficial interest from sales of finance receivables | | 12 |
| | 21 |
| | 27 |
| | 42 |
|
Decrease (increase) in other current and long-term assets | | 11 |
| | (24 | ) | | (60 | ) | | (118 | ) |
Decrease in accounts payable and accrued compensation | | (21 | ) | | (96 | ) | | (38 | ) | | (88 | ) |
Decrease in other current and long-term liabilities | | (57 | ) | | (82 | ) | | (83 | ) | | (108 | ) |
Net change in income tax assets and liabilities | | 17 |
| | 43 |
| | 49 |
| | 72 |
|
Net change in derivative assets and liabilities | | 14 |
| | (20 | ) | | 2 |
| | (21 | ) |
Other operating, net | | (55 | ) | | (17 | ) | | (43 | ) | | (33 | ) |
Net cash provided by operating activities | | 349 |
| | 325 |
| | 462 |
| | 611 |
|
Cash Flows from Investing Activities: | | | | | | | | |
Cost of additions to land, buildings and equipment | | (77 | ) | | (102 | ) | | (152 | ) | | (186 | ) |
Proceeds from sales of land, buildings and equipment | | — |
| | 2 |
| | 16 |
| | 35 |
|
Cost of additions to internal use software | | (25 | ) | | (21 | ) | | (45 | ) | | (40 | ) |
Proceeds from sale of businesses | | 930 |
| | 15 |
| | 933 |
| | 15 |
|
Acquisitions, net of cash acquired | | (20 | ) | | (227 | ) | | (48 | ) | | (281 | ) |
Other investing, net | | 23 |
| | 7 |
| | 29 |
| | 11 |
|
Net cash provided by (used in) investing activities | | 831 |
| | (326 | ) | | 733 |
| | (446 | ) |
Cash Flows from Financing Activities: | | | | | | | | |
Net proceeds (payments) on debt | | 53 |
| | (299 | ) | | (97 | ) | | (295 | ) |
Common stock dividends | | (77 | ) | | (73 | ) | | (147 | ) | | (141 | ) |
Preferred stock dividends | | (6 | ) | | (6 | ) | | (12 | ) | | (12 | ) |
Proceeds from issuances of common stock | | 4 |
| | 19 |
| | 14 |
| | 39 |
|
Excess tax benefits from stock-based compensation | | 1 |
| | 3 |
| | 3 |
| | 6 |
|
Payments to acquire treasury stock, including fees | | (395 | ) | | (204 | ) | | (611 | ) | | (479 | ) |
Repurchases related to stock-based compensation | | — |
| | — |
| | (1 | ) | | (1 | ) |
Distributions to noncontrolling interests | | (2 | ) | | (1 | ) | | (56 | ) | | (17 | ) |
Other financing | | (1 | ) | | — |
| | (1 | ) | | (10 | ) |
Net cash used in financing activities | | (423 | ) | | (561 | ) | | (908 | ) | | (910 | ) |
Effect of exchange rate changes on cash and cash equivalents | | 12 |
| | 2 |
| | (57 | ) | | (12 | ) |
Increase (decrease) in cash and cash equivalents | | 769 |
| | (560 | ) | | 230 |
| | (757 | ) |
Cash and cash equivalents at beginning of period | | 872 |
| | 1,567 |
| | 1,411 |
| | 1,764 |
|
Cash and Cash Equivalents at End of Period | | $ | 1,641 |
| | $ | 1,007 |
| | $ | 1,641 |
| | $ | 1,007 |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
XEROX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per-share data and where otherwise noted)
Note 1 – Basis of Presentation
References herein to “we,” “us,” “our,” the “Company” and “Xerox” refer to Xerox Corporation and its consolidated subsidiaries unless the context suggests otherwise.
We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with the accounting policies described in our 2014 Annual Report on Form 10-K (2014 Annual Report), and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. You should read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements included in our 2014 Annual Report.
In our opinion, all adjustments which are necessary for a fair statement of financial position, operating results and cash flows for the interim periods presented have been made. These adjustments consist of normal recurring items. Interim results of operations are not necessarily indicative of the results of the full year.
For convenience and ease of reference, we refer to the financial statement caption “Income before Income Taxes and Equity Income” as “pre-tax income.”
In December 2014 we announced an agreement to sell our Information Technology Outsourcing (ITO) business to Atos SE (Atos). As a result of this agreement and having met applicable accounting requirements, we reported the ITO business as held for sale and a discontinued operation at December 31, 2014. The sale was completed in June 2015. In 2014 we also completed the disposal of two smaller businesses - Xerox Audio Visual Solutions, Inc. (XAV) and Truckload Management Services (TMS) - that were also reported as discontinued operations. All prior periods have been reclassified to conform to the presentation of these businesses as discontinued operations. Refer to Note 5 - Divestitures for additional information regarding discontinued operations.
During second quarter 2015, in connection with Fuji Xerox’s (FX) payment of its semi-annual dividend, we determined that the dividends were no longer subject to an additional tax as a result of a change in the U.K. - Japan Tax Treaty in December 2014. As of December 31, 2014, we had a deferred tax liability of $44 associated with this additional tax on the undistributed earnings of FX through that date. This deferred tax liability was no longer required as a result of the change in the Tax Treaty and, therefore, should have been reversed in December 2014. There was no impact on operating cash flows from this adjustment. We assessed the materiality of this error on our 2014 financial statements and concluded that it was not material to the fourth quarter or annual period. However, due to the impact of this adjustment on the current year consolidated financial statements, the accompanying unaudited Condensed Consolidated Balance Sheet has been revised as of December 31, 2014 to increase retained earnings by $44 and decrease our deferred tax liabilities by the same amount.
The following table presents the effect of this correction on our Consolidated Statements of Income for all periods affected: |
| | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2014 | | Year Ended December 31, 2014 |
| | As Reported | | As Revised | | As Reported | | As Revised |
Income tax expense | | $ | 78 |
| | $ | 34 |
| | $ | 259 |
| | $ | 215 |
|
Income from Continuing Operations | | 311 |
| | 355 |
| | 1,107 |
| | 1,151 |
|
Net Income | | 162 |
| | 206 |
| | 992 |
| | 1,036 |
|
Net Income Attributable to Xerox | | 156 |
| | 200 |
| | 969 |
| | 1,013 |
|
Net Income Attributable to Xerox - continuing operations | | 305 |
| | 349 |
| | 1,084 |
| | 1,128 |
|
| | | | | | | | |
Basic Earnings per Share: | | | | | | | | |
Continuing Operations | | $ | 0.26 |
| | $ | 0.30 |
| | $ | 0.92 |
| | $ | 0.96 |
|
Total Basic Earnings per Share | | 0.13 |
| | 0.17 |
| | 0.82 |
| | 0.86 |
|
| | | | | | | | |
Diluted Earnings per Share: | | | | | | | | |
Continuing Operations | | $ | 0.26 |
| | $ | 0.30 |
| | $ | 0.90 |
| | $ | 0.94 |
|
Total Diluted Earnings per Share | | 0.13 |
| | 0.17 |
| | 0.81 |
| | 0.85 |
|
The following table presents the effect this correction had on our Consolidated Balance Sheet at December 31, 2014: |
| | | | | | | | |
| | December 31, 2014 |
| | As Reported | | As Revised |
Other long-term liabilities | | $ | 498 |
| | $ | 454 |
|
Total Liabilities | | 16,600 |
| | 16,556 |
|
Retained earnings | | 9,491 |
| | 9,535 |
|
Xerox shareholders' equity | | 10,634 |
| | 10,678 |
|
Total Equity | | 10,709 |
| | 10,753 |
|
The correction did not have an effect on the Company’s operating cash flows. The following table presents the effect on the individual line items within operating cash flows of our Consolidated Statement of Cash Flows for the year ended December 31, 2014: |
| | | | | | | | |
| | Year Ended December 31, 2014 |
| | As Reported | | As Revised |
Net income | | $ | 992 |
| | $ | 1,036 |
|
Net change in income tax assets and liabilities | | 29 |
| | (15 | ) |
Note 2 – Recent Accounting Pronouncements
Fair Value Measurements: In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent). The update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is being measured using the net asset value per share practical expedient. The amendments also remove the requirements to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value practical expedient. ASU 2015-07 is effective for our fiscal year beginning January 1, 2016, and is not expected to have a material impact on our financial condition, results of operations or cash flows.
Intangibles - Goodwill and Other - Internal Use Software: In April 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal Use Software - Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The update provides guidance on fees paid by an entity in a cloud computing arrangement and whether an arrangement includes a license to the underlying software. If a cloud computing arrangement includes a software license, then the entity should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. The guidance in this update does not change GAAP for an entity's accounting for service contracts. Additionally, this update does not change the accounting guidance for a provider of cloud computing services. This update is effective for our fiscal year beginning January 1, 2016. The adoption of this standard is not expected to have a material effect on our financial condition, results of operations or cash flows.
Interest: In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Debt issuance costs are currently reported as a deferred charge in Other long-term assets and were $33 at June 30, 2015. This update is effective for our fiscal year beginning January 1, 2016 with early adoption permitted. The adoption of this standard is not expected to have a material effect on our financial condition, results of operations or cash flows.
Consolidation: In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This update reduces the number of consolidation models by changing the evaluation of (a) limited partnerships and similar entities, (b) whether fees paid to a decision maker or service provider are variable interests in a variable interest entity, and (c) variable interests in a VIE held by related parties. This update is effective for our fiscal year beginning January 1, 2016 with early adoption permitted, and is applied on a retrospective or modified retrospective basis. The adoption of this standard is not expected to have a material effect on our financial condition, results of operations or cash flows.
Income Statement: In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from GAAP the concept of extraordinary items. ASU 2015-01 is effective for our fiscal year beginning January 1, 2016, with early adoption permitted. The standard primarily involves presentation and disclosure and, therefore, is not expected to have a material impact on our financial condition, results of operations or cash flows.
Derivatives and Hedging: In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815) - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. ASU 2014-16 does not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. ASU 2014-16 is effective for our fiscal year beginning January 1, 2016, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our financial condition, results of operations, or cash flows.
Disclosures of Going Concern Uncertainties: In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for our fiscal year beginning January 1, 2016, with early adoption permitted. We do not expect the adoption of this standard to have an impact on our financial condition, results of operations, or cash flows.
Stock Compensation: In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update is effective for our fiscal year beginning January 1, 2016 and early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our financial condition, results of operations or cash flows.
Revenue Recognition: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for our fiscal year beginning January 1, 2018, with early adoption permitted for fiscal years beginning January 1, 2017. The standard will be adopted using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements.
Discontinued Operations: In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The update changes the requirements for reporting discontinued operations in Subtopic 205-20. A discontinued operation may include a component of an entity or a group of components of an entity, or a business. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business or a major equity method investment.
Additionally, the update requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. This update was effective prospectively for our fiscal year beginning January 1, 2015. The standard primarily involves presentation and disclosure and, therefore, is not expected to have a material impact on our financial condition, results of operations or cash flows.
Service Concession Arrangements: In January 2014, the FASB issued ASU 2014-05, Service Concession Arrangements (Topic 853). This update specifies that an entity should not account for a service concession arrangement within the scope of this update as a lease in accordance with Topic 840, Leases. The update does not provide specific accounting guidance for various aspects of service concession arrangements but rather indicates that an entity should refer to other Topics as applicable to account for various aspects of a service concession arrangement. The update was effective for our fiscal year beginning January 1, 2015. The adoption of this standard did not have a material effect on our financial condition, results of operation or cash flows.
Note 3 – Segment Reporting
Our reportable segments are aligned with how we manage the business and view the markets we serve. We report our financial performance based on the following two primary reportable segments – Services and Document Technology. Our Services segment operations involve delivery of a broad range of services, including business process and document outsourcing. Our Document Technology segment includes the sale and support of a broad range of document systems from entry level to high-end.
The Services segment is comprised of two outsourcing service offerings:
| |
• | Business Process Outsourcing (BPO) |
| |
• | Document Outsourcing (which includes Managed Print Services) (DO) |
Business process outsourcing services include service arrangements where we manage a customer’s business activity or process. We provide multi-industry offerings such as customer care, transaction processing, finance and accounting, and human resources, as well as industry-focused offerings in areas such as healthcare, transportation, financial services, retail and telecommunications. Document outsourcing services include service arrangements that allow customers to streamline, simplify and digitize document-intensive business processes through automation and deployment of software applications and tools and the management of their printing needs. Document outsourcing services also include revenues from our partner print services offerings.
Our Document Technology segment includes the sale of products that share common technology, manufacturing and product platforms. Our products groupings range from:
| |
• | “Entry,” which includes A4 devices and desktop printers; to |
| |
• | “Mid-range,” which includes A3 devices that generally serve workgroup environments in midsize to large enterprises and includes products that fall into the following market categories: Color 41+ ppm priced at less than $100K and Light Production 91+ ppm priced at less than $100K; to |
| |
• | “High-end,” which includes production printing and publishing systems that generally serve the graphic communications marketplace and large enterprises. |
Customers range from small and mid-sized businesses to large enterprises. Customers also include graphic communication enterprises as well as channel partners including distributors and resellers. Segment revenues reflect the sale of document systems and supplies, technical services and product financing.
The segment classified as Other includes several units, none of which meet the thresholds for separate segment reporting. This group includes paper sales in our developing market countries, Wide Format Systems, licensing revenues, Global Imaging Systems (GIS) network integration solutions and electronic presentation systems, non-allocated corporate items including non-financing interest and other items included in Other expenses, net.
Operating segment revenues and profitability were as follows: |
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| Segment Revenue | | Segment Profit (Loss) | | Segment Revenue | | Segment Profit(Loss) |
2015 | | | | | | | |
Services | $ | 2,569 |
| | $ | 192 |
| | $ | 5,083 |
| | $ | 381 |
|
Document Technology | 1,880 |
| | 228 |
| | 3,710 |
| | 431 |
|
Other | 141 |
| | (76 | ) | | 266 |
| | (138 | ) |
Total | $ | 4,590 |
| | $ | 344 |
| | $ | 9,059 |
| | $ | 674 |
|
2014 | | | | | | | |
Services | $ | 2,651 |
| | $ | 226 |
| | $ | 5,236 |
| | $ | 448 |
|
Document Technology | 2,126 |
| | 306 |
| | 4,170 |
| | 555 |
|
Other | 164 |
| | (75 | ) | | 306 |
| | (125 | ) |
Total | $ | 4,941 |
| | $ | 457 |
| | $ | 9,712 |
| | $ | 878 |
|
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
Reconciliation to Pre-tax Income | | 2015 | | 2014 | | 2015 | | 2014 |
Segment Profit | | $ | 344 |
| | $ | 457 |
| | $ | 674 |
| | $ | 878 |
|
Reconciling items: | | | | | | | | |
Restructuring and asset impairment charges, and related costs(1) | | (160 | ) | | (46 | ) | | (178 | ) | | (75 | ) |
Restructuring charges of Fuji Xerox | | (1 | ) | | 1 |
| | (2 | ) | | (2 | ) |
Amortization of intangible assets | | (79 | ) | | (78 | ) | | (156 | ) | | (155 | ) |
Equity in net income of unconsolidated affiliates | | (29 | ) | | (33 | ) | | (63 | ) | | (75 | ) |
Other | | (1 | ) | | — |
| | — |
| | 1 |
|
Pre-tax Income | | $ | 74 |
| | $ | 301 |
| | $ | 275 |
| | $ | 572 |
|
__________________________
| |
(1) | Includes business transformation costs of $3 and $7 for the three months ended June 30, 2015 and June 30, 2014, respectively, and $7 and $10 for the six months ended June 30, 2015 and June 30, 2014, respectively. Business transformation costs represent incremental costs incurred directly in support of our business transformation and restructuring initiatives such as compensation costs for overlapping staff, consulting costs and training costs. |
Note 4 – Acquisitions
In January 2015, we acquired Intellinex LLC (Intellinex), formerly Intrepid Learning Solutions, Inc., a Seattle-based company, for $28 in cash. Intellinex provides outsourced learning services primarily in the aerospace manufacturing and technology industries. The acquisition of Intellinex will solidify the position of Xerox's Learning Services unit as a leading provider of end-to-end outsourced learning services, and adds key vertical market expertise in the aerospace industry. Intellinex is included in our Services segment.
During 2015 we also acquired one additional business in our Services segment for approximately $14 in cash, and one additional business in our Document Technology segment for approximately $6 in cash.
The operating results of these acquisitions are not material to our financial statements and are included within our results from the acquisition dates. The purchase prices were allocated primarily to intangible assets, goodwill and internal use software based on third-party valuations and management’s estimates.
Note 5 – Divestitures
Information Technology Outsourcing (ITO)
In December 2014 we announced an agreement to sell the ITO business to Atos. As a result of this agreement and having met applicable accounting requirements, in the fourth quarter 2014, we began reporting the ITO business (disposal group) as a Discontinued Operation. All prior periods were accordingly revised to conform to this presentation. The sale was completed on June 30, 2015. The final sale price of approximately $940 ($930 net of cash sold) reflects closing adjustments, including an adjustment for changes in net asset values and additional proceeds for the condition of certain assets at the closing. Atos also assumed approximately $85 of capital lease obligations and pension liabilities. Net after-tax proceeds are estimated to be approximately $850, which reflects expected cash taxes as well as our transaction and transition costs associated with the disposal. The ITO business included approximately 9,600 employees in 42 countries, who were transferred to Atos upon closing.
In fourth quarter 2014, we recorded a net pre-tax loss of $181 related to the pending sale, reflecting the write-down of the carrying value of the ITO disposal group, inclusive of goodwill, to its estimated fair value less costs to sell. In 2015, we recorded an additional net pre-tax loss of $72 ($68 in second quarter 2015) primarily related to adjustment of the sales price and related expenses associated with the disposal, as well as reserves for certain obligations and indemnifications we retained as part of the final closing negotiations. In addition, in second quarter 2015 we recorded tax expense of $54 primarily related to the difference between the book basis and tax basis of allocated goodwill, which could only be recorded upon final disposal of the business.
The transaction continues to be subject to post-closing adjustments primarily related to a final true-up of net assets and other indemnification obligations. The additional loss recorded in the second quarter 2015 reflects current estimates for these items. In the event there are additional charges associated with this disposal, we will record such amounts through discontinued operations in future periods.
Other Discontinued Operations:
Other discontinued operations include the 2014 closure of Xerox Audio Visual Solutions, Inc. (XAV) and the 2014 sale of our Truckload Management Services, Inc. (TMS) business.
Summarized financial information for our Discontinued Operations is as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2015 | | 2014 | | 2015 | | 2014 |
| | ITO | | Other | | Total | | ITO | | Other | | Total | | ITO | | Other | | Total | | ITO | | Other | | Total |
Revenues | | $ | 308 |
| | $ | — |
| | $ | 308 |
| | $ | 341 |
| | $ | 17 |
| | $ | 358 |
| | $ | 619 |
| | $ | — |
| | $ | 619 |
| | $ | 669 |
| | $ | 38 |
| | $ | 707 |
|
Income (loss) from operations (1), (2) | | 43 |
| | — |
| | 43 |
| | 23 |
| | — |
| | 23 |
| | 104 |
| | — |
| | 104 |
| | 44 |
| | (1 | ) | | 43 |
|
Loss on disposal | | (68 | ) | | — |
| | (68 | ) | | — |
| | (2 | ) | | (2 | ) | | (72 | ) | | — |
| | (72 | ) | | — |
| | — |
| | — |
|
Net (loss) income before income taxes | | $ | (25 | ) | | $ | — |
| | $ | (25 | ) | | $ | 23 |
| | $ | (2 | ) | | $ | 21 |
| | $ | 32 |
| | $ | — |
| | $ | 32 |
| | $ | 44 |
| | $ | (1 | ) | | $ | 43 |
|
Income tax expense | | (70 | ) | | — |
| | (70 | ) | | (9 | ) | | (1 | ) | | (10 | ) | | (93 | ) | | — |
| | (93 | ) | | (16 | ) | | (1 | ) | | (17 | ) |
(Loss) income from discontinued operations, net of tax | | $ | (95 | ) | | $ | — |
| | $ | (95 | ) | | $ | 14 |
| | $ | (3 | ) | | $ | 11 |
| | $ | (61 | ) | | $ | — |
| | $ | (61 | ) | | $ | 28 |
| | $ | (2 | ) | | $ | 26 |
|
_______________
| |
(1) | ITO Income from operations excludes depreciation and amortization expenses of approximately $41 and $80 (including $7 and $14 for intangible amortization) for the three and six months ended June 30, 2015, respectively, since the business was held for sale. |
| |
(2) | ITO Income from operations includes intangible amortization and other expenses of approximately $8 and $16 for the three and six months ended June 30, 2014, respectively. |
The following is a summary of the major categories of assets and liabilities of the ITO business held for sale at December 31, 2014:
|
| | | | |
| | December 31, 2014 |
Accounts receivable, net | | $ | 213 |
|
Other current assets | | 146 |
|
Land, buildings and equipment, net | | 220 |
|
Intangible assets, net | | 197 |
|
Goodwill | | 337 |
|
Other long-term assets | | 147 |
|
Total Assets of Discontinued Operations | | $ | 1,260 |
|
| | |
Current portion of long-term debt | | $ | 31 |
|
Accounts payable | | 32 |
|
Accrued pension and benefit costs | | 9 |
|
Unearned income | | 64 |
|
Other current liabilities | | 112 |
|
Long-term debt | | 44 |
|
Pension and other benefit liabilities | | 25 |
|
Other long-term liabilities | | 54 |
|
Total Liabilities of Discontinued Operations | | $ | 371 |
|
Note 6 – Accounts Receivable, Net
Accounts receivable, net were as follows:
|
| | | | | | | | |
| | June 30, 2015 | | December 31, 2014 |
Amounts billed or billable | | $ | 2,485 |
| | $ | 2,421 |
|
Unbilled amounts | | 319 |
| | 318 |
|
Allowance for doubtful accounts | | (82 | ) | | (87 | ) |
Accounts Receivable, Net | | $ | 2,722 |
| | $ | 2,652 |
|
Unbilled amounts include amounts associated with percentage-of-completion accounting and other earned revenues not currently billable due to contractual provisions. Amounts to be invoiced in the subsequent month for current services provided are included in amounts billable, and at June 30, 2015 and December 31, 2014 were approximately $926 and $945, respectively.
We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. The allowance for uncollectible accounts receivable is determined principally on the basis of past collection experience, as well as consideration of current economic conditions and changes in our customer collection trends.
Accounts Receivable Sales Arrangements
Accounts receivable sales arrangements are utilized in the normal course of business as part of our cash and liquidity management. We have facilities in the U.S., Canada and several countries in Europe that enable us to sell certain accounts receivable without recourse to third-parties. The accounts receivable sold are generally short-term trade receivables with payment due dates of less than 60 days.
All of our arrangements involve the sale of our entire interest in groups of accounts receivable for cash. In most instances a portion of the sales proceeds are held back by the purchaser and payment is deferred until collection of the related receivables sold. Such holdbacks are not considered legal securities nor are they certificated. We report collections on such receivables as operating cash flows in the Condensed Consolidated Statements of Cash Flows because such receivables are the result of an operating activity and the associated interest rate risk is de minimis due to its short-term nature. Our risk of loss following the sales of accounts receivable is limited to the outstanding deferred purchase price receivable. These receivables are included in the caption “Other current assets” in the accompanying Condensed Consolidated Balance Sheets and were $59 and $73 at June 30, 2015 and December 31, 2014, respectively.
Under most of the arrangements, we continue to service the sold accounts receivable. When applicable, a servicing liability is recorded for the estimated fair value of the servicing. The amounts associated with the servicing liability were not material.
Of the accounts receivable sold and derecognized from our balance sheet, $539 and $580 remained uncollected as of June 30, 2015 and December 31, 2014, respectively.
Accounts receivable sales were as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2015 | | 2014 | | 2015 | | 2014 |
Accounts receivable sales | $ | 586 |
| | $ | 726 |
| | $ | 1,188 |
| | $ | 1,548 |
|
Deferred proceeds | 57 |
| | 96 |
| | 119 |
| | 220 |
|
Loss on sales of accounts receivable | 3 |
| | 4 |
| | 6 |
| | 8 |
|
Estimated decrease to operating cash flows(1) | (27 | ) | | (31 | ) | | (10 | ) | | (20 | ) |
__________________________
| |
(1) | Represents the difference between current and prior period receivable sales adjusted for the effects of: (i) the deferred proceeds, (ii) collections prior to the end of the quarter and, (iii) currency. |
Note 7 - Finance Receivables, Net
Sale of Finance Receivables
In 2013 and 2012, we transferred our entire interest in certain groups of lease finance receivables to third-party entities for cash proceeds and beneficial interests. The transfers were accounted for as sales with derecognition of the associated lease receivables. There have been no transfers of finance receivables since the year ended December 31, 2013. We continue to service the sold receivables and record servicing fee income over the expected life of the associated receivables.
The following is a summary of our prior sales activity.
|
| | | | | | | | |
| | Year Ended December 31, |
| | 2013 | | 2012 |
Net carrying value (NCV) sold | | $ | 676 |
| | $ | 682 |
|
Allowance included in NCV | | 17 |
| | 18 |
|
Cash proceeds received | | 635 |
| | 630 |
|
Beneficial interests received | | 86 |
| | 101 |
|
Pre-tax gain on sales | | 40 |
| | 44 |
|
Net fees and expenses | | 5 |
| | 5 |
|
The principal value of finance receivables derecognized from our balance sheet was $376 and $549 (sales value of approximately $404 and $596) at June 30, 2015 and December 31, 2014, respectively.
Summary
The lease portfolios transferred and sold were all from our Document Technology segment, and the gains on these sales were reported in Financing revenues within the Document Technology segment. The ultimate purchaser has no recourse to our other assets for the failure of customers to pay principal and interest when due beyond our beneficial interests, which were $56 and $77 at June 30, 2015 and December 31, 2014, respectively, and are included in Other current assets and Other long-term assets in the accompanying Condensed Consolidated Balance Sheets. Beneficial interests of $46 and $64 at June 30, 2015 and December 31, 2014, respectively, are held by bankruptcy-remote subsidiaries and therefore are not available to satisfy any of our creditor obligations. We report collections on the beneficial interests as operating cash flows in the Condensed Consolidated Statements of Cash Flows because such beneficial interests are the result of an operating activity, and the associated interest rate risk is de minimis considering their weighted average lives of less than 2 years.
The net impact from the sales of finance receivables on operating cash flows is summarized below: |
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2015 | | 2014 | | 2015 | | 2014 |
Impact from prior sales of finance receivables(1) | | $ | (89 | ) | | $ | (137 | ) | | $ | (194 | ) | | $ | (286 | ) |
Collections on beneficial interest | | 15 |
| | 25 |
| | 33 |
| | 51 |
|
Estimated Decrease to Operating Cash Flows | | $ | (74 | ) | | $ | (112 | ) | | $ | (161 | ) | | $ | (235 | ) |
____________________________
(1) Represents cash that would have been collected had we not sold finance receivables.
Finance Receivables – Allowance for Credit Losses and Credit Quality
Finance receivables include sales-type leases, direct financing leases and installment loans. Our finance receivable portfolios are primarily in the U.S., Canada and Europe. We generally establish customer credit limits and estimate the allowance for credit losses on a country or geographic basis. Our policy and methodology used to establish our allowance for doubtful accounts has been consistently applied over all periods presented.
The following table is a rollforward of the allowance for doubtful finance receivables as well as the related investment in finance receivables:
|
| | | | | | | | | | | | | | | | | | | | |
Allowance for Credit Losses: | | United States | | Canada | | Europe | | Other(3) | | Total |
Balance at December 31, 2014 | | $ | 41 |
| | $ | 20 |
| | $ | 58 |
| | $ | 12 |
| | $ | 131 |
|
Provision | | 2 |
| | 1 |
| | 5 |
| | 3 |
| | 11 |
|
Charge-offs | | — |
| | (3 | ) | | (1 | ) | | (1 | ) | | (5 | ) |
Recoveries and other(1) | | — |
| | — |
| | (6 | ) | | — |
| | (6 | ) |
Balance at March 31, 2015 | | $ | 43 |
| | $ | 18 |
| | $ | 56 |
| | $ | 14 |
| | $ | 131 |
|
Provision | | 1 |
| | 1 |
| | 6 |
| | 2 |
| | 10 |
|
Charge-offs | | (1 | ) | | (2 | ) | | (5 | ) | | (2 | ) | | (10 | ) |
Recoveries and other(1) | | (1 | ) | | 1 |
| | 3 |
| | — |
| | 3 |
|
Balance at June 30, 2015 | | $ | 42 |
| | $ | 18 |
| | $ | 60 |
| | $ | 14 |
| | $ | 134 |
|
Finance receivables as of June 30, 2015 collectively evaluated for impairment(2) | | $ | 1,710 |
| | $ | 397 |
| | $ | 1,619 |
| | $ | 430 |
| | $ | 4,156 |
|
| | | | | | | | | | |
Balance at December 31, 2013 | | $ | 45 |
| | $ | 22 |
| | $ | 81 |
| | $ | 6 |
| | $ | 154 |
|
Provision | | 3 |
| | 2 |
| | 7 |
| | 3 |
| | 15 |
|
Charge-offs | | (1 | ) | | (4 | ) | | (5 | ) | | (2 | ) | | (12 | ) |
Recoveries and other(1) | | 1 |
| | — |
| | — |
| | — |
| | 1 |
|
Balance at March 31, 2014 | | $ | 48 |
| | $ | 20 |
| | $ | 83 |
| | $ | 7 |
| | $ | 158 |
|
Provision | | 1 |
| | 2 |
| | 11 |
| | 1 |
| | 15 |
|
Charge-offs | | — |
| | (4 | ) | | (8 | ) | | 1 |
| | (11 | ) |
Recoveries and other(1) | | — |
| | 2 |
| | — |
| | — |
| | 2 |
|
Balance at June 30, 2014 | | $ | 49 |
| | $ | 20 |
| | $ | 86 |
| | $ | 9 |
| | $ | 164 |
|
Finance receivables as of June 30, 2014 collectively evaluated for impairment(2) | | $ | 1,684 |
| | $ | 421 |
| | $ | 2,170 |
| | $ | 339 |
| | $ | 4,614 |
|
__________________
| |
(1) | Includes the impacts of foreign currency translation and adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations. |
| |
(2) | Total Finance receivables exclude the allowance for credit losses of $134 and $164 at June 30, 2015 and 2014, respectively. |
| |
(3) | Includes developing market countries and smaller units. |
We evaluate our customers based on the following credit quality indicators:
| |
• | Investment grade: This rating includes accounts with excellent to good business credit, asset quality and the capacity to meet financial obligations. These customers are less susceptible to adverse effects due to shifts in economic conditions or changes in circumstance. The rating generally equates to a Standard & Poors (S&P) rating of BBB- or better. Loss rates in this category are normally minimal at less than 1%. |
| |
• | Non-investment grade: This rating includes accounts with average credit risk that are more susceptible to loss in the event of adverse business or economic conditions. This rating generally equates to a BB S&P rating. Although we experience higher loss rates associated with this customer class, we believe the risk is somewhat mitigated by the fact that our leases are fairly well dispersed across a large and diverse customer base. In addition, the higher loss rates are largely offset by the higher rates of return we obtain on such leases. Loss rates in this category are generally in the range of 2% to 4%. |
| |
• | Substandard: This rating includes accounts that have marginal credit risk such that the customer’s ability to make repayment is impaired or may likely become impaired. We use numerous strategies to mitigate risk including higher rates of interest, prepayments, personal guarantees, etc. Accounts in this category include customers who were downgraded during the term of the lease from investment and non-investment grade status when the lease was originated. Accordingly, there is a distinct possibility for a loss of principal and interest or customer default. The loss rates in this category are around 10%. |
Credit quality indicators are updated at least annually and the credit quality of any given customer can change during the life of the portfolio. Details about our finance receivables portfolio based on industry and credit quality indicators are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2015 | | December 31, 2014 |
| Investment Grade | | Non-investment Grade | | Substandard | | Total Finance Receivables | | Investment Grade | | Non-investment Grade | | Substandard | | Total Finance Receivables |
Finance and other services | $ | 191 |
| | $ | 177 |
| | $ | 59 |
| | $ | 427 |
| | $ | 195 |
| | $ | 159 |
| | $ | 55 |
| | $ | 409 |
|
Government and education | 556 |
| | 13 |
| | 4 |
| | 573 |
| | 589 |
| | 13 |
| | 3 |
| | 605 |
|
Graphic arts | 150 |
| | 81 |
| | 83 |
| | 314 |
| | 148 |
| | 79 |
| | 90 |
| | 317 |
|
Industrial | 91 |
| | 41 |
| | 16 |
| | 148 |
| | 92 |
| | 41 |
| | 18 |
| | 151 |
|
Healthcare | 87 |
| | 25 |
| | 14 |
| | 126 |
| | 84 |
| | 26 |
| | 14 |
| | 124 |
|
Other | 55 |
| | 40 |
| | 27 |
| | 122 |
| | 55 |
| | 38 |
| | 29 |
| | 122 |
|
Total United States | 1,130 |
| | 377 |
| | 203 |
| | 1,710 |
| | 1,163 |
| | 356 |
| | 209 |
| | 1,728 |
|
Finance and other services | 55 |
| | 34 |
| | 11 |
| | 100 |
| | 54 |
| | 31 |
| | 12 |
| | 97 |
|
Government and education | 67 |
| | 8 |
| | 2 |
| | 77 |
| | 76 |
| | 8 |
| | 2 |
| | 86 |
|
Graphic arts | 51 |
| | 41 |
| | 29 |
| | 121 |
| | 58 |
| | 49 |
| | 36 |
| | 143 |
|
Industrial | 24 |
| | 13 |
| | 4 |
| | 41 |
| | 24 |
| | 13 |
| | 4 |
| | 41 |
|
Other | 35 |
| | 20 |
| | 3 |
| | 58 |
| | 34 |
| | 19 |
| | 4 |
| | 57 |
|
Total Canada | 232 |
| | 116 |
| | 49 |
| | 397 |
| | 246 |
| | 120 |
| | 58 |
| | 424 |
|
France | 224 |
| | 208 |
| | 109 |
| | 541 |
| | 253 |
| | 234 |
| | 129 |
| | 616 |
|
U.K./Ireland | 246 |
| | 95 |
| | 4 |
| | 345 |
| | 255 |
| | 101 |
| | 6 |
| | 362 |
|
Central(1) | 217 |
| | 216 |
| | 28 |
| | 461 |
| | 230 |
| | 278 |
| | 30 |
| | 538 |
|
Southern(2) | 31 |
| | 145 |
| | 30 |
| | 206 |
| | 60 |
| | 148 |
| | 36 |
| | 244 |
|
Nordics(3) | 23 |
| | 43 |
| | — |
| | 66 |
| | 25 |
| | 49 |
| | 1 |
| | 75 |
|
Total Europe | 741 |
| | 707 |
| | 171 |
| | 1,619 |
| | 823 |
| | 810 |
| | 202 |
| | 1,835 |
|
Other | 167 |
| | 205 |
| | 58 |
| | 430 |
| | 195 |
| | 163 |
| | 40 |
| | 398 |
|
Total | $ | 2,270 |
| | $ | 1,405 |
| | $ | 481 |
| | $ | 4,156 |
| | $ | 2,427 |
| | $ | 1,449 |
| | $ | 509 |
| | $ | 4,385 |
|
_____________________________
| |
(1) | Switzerland, Germany, Austria, Belgium and Holland. |
| |
(2) | Italy, Greece, Spain and Portugal. |
| |
(3) | Sweden, Norway, Denmark and Finland. |
The aging of our billed finance receivables is based upon the number of days an invoice is past due and is as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2015 |
| Current | | 31-90 Days Past Due | | >90 Days Past Due | | Total Billed | | Unbilled | | Total Finance Receivables | | >90 Days and Accruing |
Finance and other services | $ | 7 |
| | $ | 2 |
| | $ | 2 |
| | $ | 11 |
| | $ | 416 |
| | $ | 427 |
| | $ | 12 |
|
Government and education | 16 |
| | 3 |
| | 3 |
| | 22 |
| | 551 |
| | 573 |
| | 25 |
|
Graphic arts | 14 |
| | 1 |
| | 1 |
| | 16 |
| | 298 |
| | 314 |
| | 8 |
|
Industrial | 4 |
| | 1 |
| | 1 |
| | 6 |
| | 142 |
| | 148 |
| | 7 |
|
Healthcare | 3 |
| | 1 |
| | 1 |
| | 5 |
| | 121 |
| | 126 |
| | 5 |
|
Other | 4 |
| | — |
| | — |
| | 4 |
| | 118 |
| | 122 |
| | 4 |
|
Total United States | 48 |
| | 8 |
| | 8 |
| | 64 |
| | 1,646 |
| | 1,710 |
| | 61 |
|
Canada | 9 |
| | 2 |
| | 1 |
| | 12 |
| | 385 |
| | 397 |
| | 11 |
|
France | — |
| | — |
| | 1 |
| | 1 |
| | 540 |
| | 541 |
| | 31 |
|
U.K./Ireland | 2 |
| | 1 |
| | — |
| | 3 |
| | 342 |
| | 345 |
| | 1 |
|
Central(1) | 4 |
| | 2 |
| | 1 |
| | 7 |
| | 454 |
| | 461 |
| | 6 |
|
Southern(2) | 12 |
| | 4 |
| | 3 |
| | 19 |
| | 187 |
| | 206 |
| | 10 |
|
Nordics(3) | 1 |
| | — |
| | — |
| | 1 |
| | 65 |
| | 66 |
| | 3 |
|
Total Europe | 19 |
| | 7 |
| | 5 |
| | 31 |
| | 1,588 |
| | 1,619 |
| | 51 |
|
Other | |