Anne M. Mulcahy - Chairman of the Board, Chief ExecutiveOfficer Ursula M. Burns - President, Director Lawrence A. Zimmerman - ChiefFinancial Officer, Executive Vice President

Jay Vleeschhouwer - Merrill Lynch Bill Shope - J.P. Morgan Caroline Sabbagha - Lehman Brothers Benjamin A. Reitzes - UBS Warburg Matthew Troy - Citigroup Chris Whitmore - Deutsche Bank Shannon Cross - Cross Research

Good morning, ladies and gentlemen, and welcome to the XeroxCorporation 2007 earnings release conference call, hosted by Anne Mulcahy, Chairmanand Chief Executive Officer. She is joined by Ursula Burns, President, and LawrenceZimmerman, Executive Vice President and Chief Financial Officer. During this call, Ms. Mulcahy, Ms. Burns, and Mr. Zimmerman,will refer to slides which are available on the Xerox investor websites, atwww.xerox.com/investor. At the request of Xerox Corporation, today’s conference callwill be tape-recorded. Taping and rebroadcasting of this call are prohibitedwithout express permission of Xerox. After the presentation, there will be aquestion-and-answer session. (Operator Instructions) During this call, Ms. Mulcahy, Ms. Burns, and Mr. Zimmermanwill make comments that contain forward-looking statements, which may, by theirnature, address matters that are in the future and are uncertain. Actual futurefinancial results may be materially different than those expressed herein. At this time, I would like to turn the meeting over to Ms.Mulcahy. Ms. Mulcahy, you may begin. Anne M. Mulcahy: Thank you and good morning, everyone. Thanks for joining ustoday. If you could turn to slide 4, we’ll provide you a summary of our Q3performance. As you can see by our performance this quarter, our strategyis on track, the business model is generating double-digit, bottom lineresults. We delivered EPS of $0.27, slightly higher than our expectations and a17% improvement over our adjusted results from Q3 last year. We feel good about our progress this quarter and believe weare well-positioned to deliver another year of solid earnings expansion. We now expect full year earnings per share to be in therange of $1.18 to $1.20. Total revenue, which includes the benefits of ouracquisitions, was up 12% this quarter to $4.3 billion. During the quarter,post-sale revenue, which accounts for more than 70% of our total revenue, grewby 11%. Currency gave us about a three point benefit. In a moment,I’ll provide more detail on the revenue picture with and without the inclusionof Global Imaging. Highlights in the quarter include a 13% increase in colorrevenue. Color now accounts for 39% of our overall revenue and more than 50% ofour equipment revenue comes from the sale of color systems. Color was the heavy hitter across the board with an up-tickin iGen3 install and a 69% increase in installs of our color multi-functiondevices. We maintained gross margins at 40.1%. Selling,administrative and general expenses were 25.4% of revenue, just slightly betterthan last year. We ended the quarter with $286 million in cash from operations.We purchased $212 million worth of shares, bringing our total share buy-back to$2 billion since we launched the program two years ago. Just last week, we closed on the purchase of Advectis for$32 million. Advectis’ technology created the electronic loan folders,streamlining the mortgage process for lenders and brokers. Not unlike ouracquisition of Amici last year for the legal market, Advectis increases ourpresence in an important, document-heavy industry and strengthens our servicesbusiness. Ursula Burns and Larry Zimmerman are with me this morning.We’ll all take your questions in a bit, but first I would like to review ourrevenue picture and then Larry will talk more about our financials, so pleaseturn to the next slide. So here’s a look at our revenue trends, noting that theyear-over-year compare in actual and constant currency. The adjusted column onthis chart assumes that Global’s revenues for Q306 is included in our resultsfor the same period. Again, total revenue was up 12% in the quarter to $4.3billion. When we adjust the compare for Global Imaging, revenue wasup 4% with two points of positive currency. The leverage from post sale continues to be significant. Itwas up 11% in the quarter. That’s an increase of $314 million with Global.Adjusting for Global and the benefits in currency, we’re quite pleased that thetrend in post-sale continues to be favorable, increasing 3% in Q3. This was our first complete quarter with Global Imaging. Asexpected, Global is transitioning into selling and servicing more Xeroxsystems, while continuing its strong support of other vendors’ products. Global’s results were on par with our expectations for thequarter, especially considering the effects of the transition and the timeinvested for Global sales and service reps to learn more about our offerings. During the third quarter, Xerox benefited from 38 new officeand production products launched this year, as well as broader distribution tosmall and mid-sized businesses through the Global acquisition. Equipment sales were up 14% over the prior year, or flat onan adjusted basis, including a 2% benefit from currency. A greater proportion of our contracts, including some of ourservices deals, is recognized as operating leases and not as equipment salerevenue. This revenue shift cost us two points of equipment sales inQ3, heavily weighted in the production end of our business. While we don’t see the revenue in equipment sales, it flowsthrough to post-sale revenue over time and we’ll see the benefit of thisoperating lease trend in our post-sale as we deliver steady annuity growth. With Global and our core business, we are competingaggressively to increase placements of Xerox systems through new products andexpanded distribution, and bolstering growth through Xerox's consulting andmanaged services. Services deals fueled an 8% increase in post-sale fromservices to the third quarter of this year. Large services deals typically havea long lead time, and several big wins hit us in Q3 rather than later thisyear. In fact, we recently signed a $93 million contract with theU.S. Navy to provide equipment and services for its entire fleet, and an $82million multi-year outsourcing deal with EuroPart, Europe’s largest auto partsdistributor. We are managing all of their office and production printing, as wellas customer service centers. At the same time, color continued to give us a big boost toour annuities, so if you turn to slide 6, we’ll take a look. With color, the power is always in the pages. Right now,Xerox office and production systems are on pace to produce more than 40 billioncolor pages this year. That is about 10 billion more than last year. We aremiles ahead of our competitors on color pages and pages remain the best sourceof annuity and profit growth. Color page volume was up again this quarter, growing 32% andnow representing 13% of total pages -- three points more than Q3 of 2006. Revenue from color this quarter was up 13%, 10% on constantcurrency. Post-sale from color was up 17% in the quarter. That’s withoutfactoring in any benefit from Global Imaging. The solid results reflect steadydemand for Xerox office color MSDs and production color systems. Last month, we unveiled an industry first, bringing theprice of printing a color page down to that of black and white. We launched ourPhaser Solid Ink Printer in MFD that breaks the price barrier for customers whoneed affordable, quality color systems and use them a lot to get business done,like realtors, designers, and contractors. With the advancements in our solid ink technology, a realtorcan print a postcard of a new listing in full color for the same price asprinting it in black and white, but with 10 times the impact. It’s a strategy that’s opening new doors and plays to thesignificant advancements we’ve made in our proprietary solid ink technology,and there’s more to come. This launch also included two additions to our series ofcolor laser multi-function systems. We’ve introduced 17 more color productsthis year alone, building on what is already the industry’s broadest portfolioof color printing technology. So if you will turn to slide seven, we’ll review ourproduction business. Total production revenue grew 6%, including a four pointbenefit from currency. Post-sale was up 7%. More of our production customersare shifting to operating leases, as mentioned earlier. We saw a four-pointimpact from the shift on production equipment sale revenue. Again, the benefitof operating leases is that the revenue flows through to post-sale over time. I am really pleased with the demand for new productslaunched earlier this year, like the Nuvera 288 production systems. The mix ofproducts sold in this space is balancing out, with continuous feed in theNuvera 288 helping to offset declines in other higher end black-and-white productionand light production. And we expect the decline in light production willimprove with the recent launch of the Xerox 4112 and 4127. Overall, we remain very well-positioned as the marketcontinues to shift to highlight color ink full color, and that’s what we heardat Graphex the last month. I know some of you were there, too. Ursula was theremeeting with customers and partners who continue to post huge gains in growingtheir digital printing business. The show was a success for Xerox, highlightingthe breadth of our products, workflow, and services offerings, and generatingmulti-million dollar orders, including multiple orders for iGen3s right fromthe show floor. We continue to see strong demand for our iGen3 systems, bothin our revenue and install figures. Production color install activity was up14% this quarter. So regardless of what our customers are buying, high-end orlight production, color or monochrome, we continue to benefit from theprofitability and production across the board. As you know, we typically exclude our developing marketoperations from our production and office revenue results, since DMO is aseparate reporting segment, but with DMO’s expanding growth, I think it isimportant to show the leverage from our strengthened business in areas likeRussia, Central Europe, and more. Production equipment sell revenue from DMO was up 16% in Q3,and that’s largely due to more iGen3 and DocuColor sales. So if you will turn to slide 8, we’ll take a look at theoffice. With the benefit of Global Imaging in our results, total office revenuewas up 14% in the quarter and 11% in constant currency. Our competitive play toinstall more and more Xerox units helps to boost post-sale, which was up 12% inthe quarter. The addition of Global Imaging led to the 18% lift inequipment sales. Global also continues to branch out, making two moreacquisitions this quarter that expand our reach to small and mid-sizedbusinesses. Even without the benefit of Global, we saw an improvingtrend in office equipment sales, reflecting a better mix of products sold and aramp-up from the office product launches this year. Install activity for segments three through fivemulti-function devices, which are designed for workgroup and mid-sized offices,increased 8%. Demand for our desktop devices in the segments one and two marketdrove up activity 9%, and we saw a 69% increase in installs of our colormulti-function systems. Installs of color printers, a much smaller part of thetotal, were down due to declines in our OEM business. We’ve introduced 25 more office products this year, fromsolid ink advancements to a complete refresh of our black and white work centerMSE family, and more color laser based systems. It has been a strong launch year for the company, along withcompetitive pricing, breaking down cost barriers of color, and expandingdistribution, and we are seeing positive traction from this aggressive growthstrategy. The same holds true in our developing markets business, withoffice equipment sales up 7% in the quarter. So if you will turn to slide 9, wecan provide more details on DMO’s results. Revenue from our development markets operations was up 12%with post-sale up 13% and equipment sale revenue up 9%. While office printersand multi-function devices are standard plays in DMO, we are seeing strongersales of production systems this year. Commercial printers in countries like Russia and in Centraland Eastern Europe are building their businesses on the advantages of digital,and we’ll have a large showing at next week’s IPEC’s South Asia event, whereXerox's leadership in digital printing is gaining ground in India. Not unlike businesses in more developed countries, ourcustomers in DMO are seeking cost-effective ways to simplify the way they dowork and demand for our outsourcing and consulting services is forging valuablepartnerships with clients and providing a boost to DMO post-sale results. So here’s a quick wrap-up on the revenue front; annuity,acquisitions, color, services, and activity were the drivers of growth. Nosurprises; just steady, increased improvement across the board and the benefitson the top line were supported by a close eye on managing costs and expandingearnings. So that’s a good place for me to hand it over to Larry. He has moreto share on the dynamics of our post-sale results and a review of ourfinancials. I’ll be back to wrap up and discuss Q4 expectations and then Larry,Ursula, and I will take your questions. Larry. Lawrence A. Zimmerman: Thank you, Anne and good morning. Our third quarterperformance delivered on our commitment of sustained enhancement of shareholdervalue. Adjusted EPS growth of 17%, 18% year-to-date, $320 million core cashflow, $820 million year-to-date. The fundamentals of our business model are strong. Equipmentinstalls had strong growth, annuity revenue growth is driving total revenuegrowth, there is a balance between gross profit margin and expense levels --all of which yielded expanded earnings and good cash generation. The quarterand year-to-date results position us well to deliver on the full year. Slide11. Our business model is driven by annuity and our leadingindicators continue on a positive trend. Keep in mind that the machines in thefield, MIF, and page numbers do not include printers, our development marketsegment, or Global Imaging Systems, which would only improve the results. Looking first at the top left, digital revenue was up 7%, 4%at constant currency; MIF was up 7%, while digital pages were flat. Thisdigital performance was driven by color growth of 18% revenue, 34% MIF, and 30%pages, combined with the positive influence of color on price per page. This remains a huge opportunity going forward, as color onlyrepresents 16% of the MIF and 12% of the pages. These numbers will continue togrow and drive annuity higher. In addition, our services annuity, another key indicator andelement of our growth strategy, continues its positive growth at 8%. Black andwhite digital is stable, with slight declines in pages but continued growth inMIF, is a positive indicator for the future. The last set of numbers on the bottom related to Light Lens,the analog transition to digital that has put a drag on our post-sale and isnow only 2% of total annuity revenue. This positive story, coupled with theoffice production and DMO installs that Anne reviewed with you, reflect well oncontinued annuity performance. Slide 12. The annuity scorecard points to positive post-sale onfinancing revenue growth. Adjusting 2006 for Global, we grew annuity revenues6%, 3% constant currency. The trend of improvement is the key to our businessmodel and at 3% constant currency growth, we are on track for sustainedperformance. Digital and DMO annuity drove the growth. DMO has had twoquarters in a row of double-digit growth. Light Lens is now only $47 million inthe quarter and a one point drag on the results. So the metrics in revenueresults point positively and we see annuity going forward, continuing tosupport our business model and cash generation. Slide 13. Our P&L for the third quarter delivered solid earningsexpansion of 17% over third quarter 2006 adjusted earnings. We’ve dealt withrevenue, so let’s start with gross profit margin of 40.1, about the same aslast year and in our model range. We grew gross profit dollars significantlythis quarter. Expense ratios improved, with flat RD&E dollars and a declinein SAG, considering currency and Global. This quarter, 2006 after tax -- I’m sorry, third quarter2006 after tax adjustments were $68 million for litigation matters, $72 millionrestructuring, and $448 million positive tax audit settlement. With theseadjustments, third quarter 2006 EPS was $0.23 versus $0.27 this year, or 17%growth. Slide 14. Cash flow from operations was $286 million in the thirdquarter, $860 million year-to-date, with core cash flow of $320 million and$820 million respectively. Quarter and year-to-date results were driven bystrong earnings and a cash generation from our annuity model. This core cash flow performance is on track to reach $1.5billion for the year, the high end of our $1.2 billion to $1.5 billion guidancerange. In the third quarter, we paid $197 million into our pensionplans, $158 million in U.S. to achieve 100% funded on a current liabilitybasis. Accounts receivable and inventory area an opportunity in thefourth quarter, as our year-to-date results saw increased uses of cash.However, we have consistently performed well in both areas in the fourthquarter, and I expect the same results this year. CapEx was $85 million in the third quarter, $247 millionyear-to-date, going to about $300 million for the year. Acquisitions representGlobal and some acquisitions they made in the third quarter. Advectis, themortgage document management services company which we just closed on, willshow up in the fourth quarter. On the financing side, we purchased $212 million of shares,$500 million year-to-date. We remain leveraged at 7-to-1 on our financingbusiness, and core debt is $700 million, flat with last quarter. This willdecrease in fourth quarter. So overall, I am pleased with the cash results. Slide 15.Looking at year-to-date results has the advantage of smoothing some of thetiming considerations of 90-day periods. Our year-to-date performance is quitegood and the trends support our expectations for delivery of shareholder valueto the full year. Our revenue growth shows positive trends on both post-saleand equipment, with post-sale driving total revenue growth. A 40.3% grossprofit margin is on track to deliver between 40% and 41% for the year. Good expense management with improved expense to revenueratios and year-to-date adjusted EPS growth of 18%. In addition to our 18%growth in EPS, we delivered $820 million cash from core operations and used$212 million for share repurchase program in third quarter, $501 millionyear-to-date -- $2 billion since inception of the program, with approximately$0.5 billion remaining on our current authorization. We continue to leverage our financing business 7-to-1, andbalance share repurchase and acquisition with core cash flow. We just closed onAdvectis for $32 million. I am comfortable on the cash side. Given our year-to-dateperformance, we will deliver $1.5 billion core cash, top of our $1.2 billion to$1.5 billion range. So in summary, a really good 90-day period, as well asyear-to-date results -- expanding earnings, delivery on cash, and keyindicators pointing positively. And now back to Anne. Anne M. Mulcahy: Thanks, Larry. I’ll close with a real quick summary; thisquarter did set the stage for a solid second half of the year, in line with ourexpectations and evidence of the strength of our strategy. The trends are allmoving in the right direction. Our top line growth reflects a positive mix of annuityacquisitions and activity. Our success in color and services is giving us greatleverage and generates post-sale revenue. Equipment installs in key markets,especially color and office multi-function, remain strong. The 38 product launchesthis year alone keep us on a steady pace for continued activity growth. We’re managing the balance sheet effectively. We’recontinuing to invest in growing our business through innovation andacquisitions, and through stock buy-back, we continue to build more shareholdervalue. For the fourth quarter, we expect to deliver earnings in therange of $0.39 to $0.41 per share, and for the second time this year, we haveincreased our earnings expectations to $1.18 to $1.20. So thanks for listening. Ursula, Larry and I will now takeyour questions.

(Operator Instructions) Your first question will come fromthe line of Jay Vleeschhouwer from Merrill Lynch. You may proceed, Jay. Jay Vleeschhouwer -Merrill Lynch: Thanks. Good morning. My first question concerns the Globalacquisition. Can you comment on the kind of revenue run-off that you have beenseeing, post the de-certification by Canon and Ricoh of their new product salesthrough that channel? As well, the ability that you’ve had to backfill thatthrough that network with Xerox-branded products, so talk about thattransition, if you could. On the services side, you’ve been pursuing these kinds ofmanaged serviced deals for a long time, of course, and you cited two largewins. Has there been a fundamental change in new demand for such contracts? Oryour close rate on the contracts? Or were the two you just announced somewhatanomalous? Anne M. Mulcahy: So let’s talk about Global. As I said, we’re really pleasedwith the delivery of Global. Obviously it’s early days, there’s been a lot ofchange for them to absorb, but I have to tell you, their results are on trackand this is really a heck of a management team. There has been no revenuerun-off that we would find concerning or out of trend, despite the fact thatobviously they’ve adjusted to the Canon and Ricoh decision. As a matter of fact, I think in reviewing the results on theXerox equipment that now is being delivered through Global channels, by the endof third quarter it was over 50%, which is certainly exceeding our expectationsin terms of how quickly we would be able to integrate Xerox offerings into theglobal channel, and they’re just really bullish about the acceptance andfeedback as it relates to Xerox technology. So we are really not at all concerned that Global is notsuccessfully integrating Xerox technology into their customers and I think weare through, quite frankly the beginning days of that transition, so it willjust get better and better. On the managed services side, I think there is a lot ofdeals we don’t announce because we’ve obviously got to get permission fromcustomers to announce, so I would not view these deals as anomalies. Weactually now have implemented kind of a big deal bid desk just to deal withbids that are over $20 million or $30 million in a global, very disciplinedway. I think certainly our win rate is increasing as we gain moreand more experience, and I think the implementation of this global bid desk isgoing to be very, very helpful, but the fact is that as you close these deals,they become reference points for segments of the industry that I think areabsolutely listening to the Xerox value proposition, and we’ve got demonstratedresults that are reflecting enormous productivity gains and great value forlots of services customers out there. So we’re really I think building on themomentum of what this business has been delivering for the last few years. Jay Vleeschhouwer -Merrill Lynch: Questions for Larry on the operating lease side -- can youcomment on whether you think this phenomenon will grow as a percentage of newbusiness, or might it abate in some way? It does seem to be spreading acrossthe product line in production beyond just iGen. Is it temporary, do you thinkor is it just going to have to become a large piece of the business? And then finally, back to Anne, can you comment on overalltrends in your key verticals -- graphic arts, corporate, government, and howyou are doing finally in some of the new production specialty applications? Lawrence A. Zimmerman: I would say on the operating lease side, to the extent thatwe are being so successful in services bids and we can solve a lot of customerproblems that way, that we are going to see more operating leases. I think itis definitely a part of our business. And it is really a positive. At some point here, there is asteady state where you are getting the benefits in the post-sale side. Rightnow, it is just a way of explaining what is happening in equipment sales, andthat’s why we bring it up. It’s really a really good point for the annuitystream and as it builds up here, it is going to pay off significantly. So number one, I think it is going to continue; number two,I think we are going to get huge benefits in post-sale, and I think it is agood thing for the long-term. Anne M. Mulcahy: I am going to take a general swag at the verticals. I wantto turn it over to Ursula on the -- particularly the graphics art marketplace,but corporate, we’re actually feeling good about it and I know that there’sbeen a lot of questions, particularly on the financial services segment, but Ithink we are differentiated in the sense that these kind of services ledsolutions that provide these clients with substantial productivity and costsavings while we are building more and more value around document managementservices is absolutely continuing to thrive in a world where perhaps there is alot more pressure, just on pure technology acquisition and capital-based acquisition. So I think we are positioned well there. So we are notseeing anything in the corporate sector that we haven’t been seeing for thelast three years, and that’s just that corporate clients want a real ROI onwhatever investments they make from technology companies. Government has been terrific. A lot of the big breakthroughservices deals like the Department of Works and Pension in the U.K., the Navydeal that we just talked about, government now is beginning to get into the --they want ROI from big time services approaches as well, versus just hardwareacquisition. So I think we are just beginning to open up the governmentopportunities. And graphic arts looks great but I’m going to let Ursulatalk about it. Ursula M. Burns: As Anne said, graphics arts does look very encouraging forus. It continues to be a strong segment. It plays extremely well and therefore,we lead with our technology here, both our color technology, which you knowabout. We are really pleased with our performance in the quarter, thirdquarter. By the way, second quarter as well on iGen3, and on our [inaudible]production color product line. iGen performance was very strong. Activity andutilization of our workflow to drive application-specific pages are up as well. We are winning and succeeding in the photo market. We aremaking good in-roads in the packaging market, so the production in thecommercial print market is looking very good, the graphic arts market islooking very good. If I can also add, our black and white portion of thegraphics art market is strong as well. If you look at our Nuvera EA and ourNuvera 288 systems, they are continuing to be very successful and driveapplications like books and trans promo, and for applications in the commercialprint market as well. So this is a quarter, and last quarter as well, that we arevery pleased, very pleased with the activity. Jay Vleeschhouwer -Merrill Lynch: Thank you.

Thank you. And your next question will come from the line ofBill Shope from J.P. Morgan. You may proceed, Bill. Bill Shope - J.P.Morgan: Thanks. Anne, despite the operating lease headwind, therewas obviously a nice improvement in equipment sales trends versus last quarter.Could you talk about the sustainability of this improvement? And in adjustingfor Global and currency, should we anticipate that this segment could start toshow some positive growth in coming quarters? Anne M. Mulcahy: I think we are pleased that it really was a nice up-tickfrom Q2 on the equipment sales side. As Larry said, operating lease is a littlebit difficult to predict because it is going to be based on the strength of,particularly of our services business, but that’s one that we are very pleasedabout. I think as we look at what really drove the up-tick inequipment sales, it was really strong color performance, so that we expect tocontinue. There is no question that color is the big driver on the equipmentside now for growth and everywhere you look, just about, the performance wasvery, very good. So is the improvement sustainable? The answer is yes, and aswe think about the top line equipment sales for the full year, we certainly seeit as an improving trend. Can there be some volatility quarter to quarter basedupon product launches or services content? Yes, but hey, when you look at thisover a few quarters, we expect this trend to improve as color becomes a biggerand bigger part of the overall equipment sale portfolio. Bill Shope - J.P.Morgan: Final question -- are you seeing any competitive pressure orany change in the competitive landscape from Canon’s 7000 series of products? Anne M. Mulcahy: No. I think -- well, I should say -- do we see it? Yes.There is a lot of certainly aggression in the marketplace, I think, with regardto trying to place Canon 7000, but I think we have a very entrenched, loyalcustomer base with our DocuColor and iGen customers. And as you can see interms of growth rates on installs, 14%, that’s really an up-tick on installsfor us. The revenue story is great, so I think we are absolutely doing very,very well, in light of competitive entries. Ursula, you may want to add. Ursula M. Burns: The one thing I want to add is we launched last quarter, themost recent quarter, DocuColor 8000 AP. This was a product that we worked onspecifically to respond to the one application space that the Canon 7000 wouldhave had an advantage over us, and that’s in heavyweight papers. And we’velaunched that product and it is doing very well. So that product, along with our entire product line in theEPC space and production color space, and in the office color space, I think weare, as Anne said, very confident where we are today and definitely confidentfacing off against the Canon line. Anne M. Mulcahy: By the way, if you look, the most recent data we have onmarket share, which was Q2 market share, production color, it’s just reallygreat in terms of the improvements we’ve seen both sequentially and year overyear. Bill Shope - J.P.Morgan: Thank you.

Thank you very much. And your next question will come fromthe line of Caroline Sabbagha from Lehman Brothers. You may proceed, Carol. Caroline Sabbagha -Lehman Brothers: Thank you. First, just a very broad question about what youare seeing regionally across the world; are you seeing any sort of slowdown inbids at all, or requests for proposals? Or is the economy continuing to operatethe same level it has in the first half of the year? Anne M. Mulcahy: I think we see the regional trends being pretty similar, andobviously you can see from the results in developing markets that thatcontinues to be the higher source of growth and we are capitalizing on it andwe will continue to do so. But I think both in Western Europe and North America, wewould characterize both our signings and our bid pipelines as being as strongas ever. Can there be -- when you are dealing with really big services deals,the reality is they do take longer to close and it’s not a transactionbusiness, but all the indicators would say that our big deal business is goingin the right direction with a pipeline that is as strong as it’s ever been. I think we are very much aware, obviously, of the economicchallenges as it relates to the debt markets and the financial servicessegment, but I think that our business model and our business-to-businessorientation is actually keeping us in pretty good shape from feeling any realdownward pressure from that. Caroline Sabbagha -Lehman Brothers: And then, a question on Global Imaging; it looks like if youcan back in to potentially some numbers, that their revenues are up in the lowsingle digits and their equipment sales were down. I know they had an extremelytough compare versus their third quarter last year, so can you address that alittle bit and talk about what you believe trend line is on the Global Imagingrevenue side? Anne M. Mulcahy: I think you characterized it correctly. On the total revenueside, I think we would view it very much on trend. And by the way, pretty goodperformance in light of the early days of change management that they’ve had todeal with with regard to the acquisition. On the equipment sales side, for any of those who choose togo back and read 10-Qs, but if you look at the Global 10-Q from third quarterof last year, you would see they had an exceptionally strong performance intheir network services and audio visual groups, which are a small part of thebusiness but it was huge performance, and it created obviously a comparepressure. If you look at their core business, we are quite pleasedwith their equipment sale trend on their core business, but they did have adifficult compare and as a result, it actually put pressure on our equipmentsale performance in our core business and actually deteriorate the performancea bit, but underlying fundamentals are good and we continue to be very pleasedwith Global’s performance. Caroline Sabbagha -Lehman Brothers: One last quick question on use of cash. You did a biggerbuy-back in the quarter than I would have guessed. What is the outlook for howmuch you are willing to allocate for the stock buy-back for the rest of theyear, and if we can look out a little bit into ’08? Lawrence A. Zimmerman: We have $500 million that’s still authorized that we haven’tused, and I would say for the remainder of the year, we plan to be modest. Ithink the third quarter, we just intended -- you know, we just looked at theshare price and bought back shares, so that was the motivation. We thought itwas a good price to buy at. And I think we are going to continue on the trendthat we said at the beginning, which is within cash flow, we’re going to buyback shares. And the important factor too is I think by the end of thefourth quarter, we will have paid down a significant amount of our core debt, sowe will be open to go right back on the trend we had before in the next year. Caroline Sabbagha -Lehman Brothers: Thank you very much.

Thank you very much. And your next question will come fromthe line of Benjamin Reitzes from UBS. You may proceed, Ben. Benjamin A. Reitzes -UBS Warburg: Thank you. A couple of questions -- I guess you got theeconomy question a lot. Can you just delineate between Europe and the U.S.,please and talk about any differences you saw there in the quarter and into thefourth? Anne M. Mulcahy: I don’t think we are seeing any real material differencebetween Europe and the U.S. at this point in terms of the markets that weserve. For us, if you look at certainly the strength in the graphic artsmarket, and clearly the corporate value proposition, I think it’s reallyimportant to remember that our go-to-market strategy for significant corporatesectors is now a services led business and I think where you might see someshort-term pressure is more on the capital acquisition side and I think that weare less vulnerable to that than others. I do believe that in both Europe and North America, we arenot seeing a lot of pressure and clearly we are watching it very carefully, butnothing that is terribly worrisome in terms of our particular business modelright now. Benjamin A. Reitzes -UBS Warburg: Could we talk about your acquisition strategy, in light ofthat you are still absorbing Global? What kind of acquisitions should we expectfrom Xerox and what do you think of Lexmark? It’s beaten down and there’s somevery bullish views out there by some, but I’m wondering if you would be able toabsorb something like that, or if that would even be on the radar screen? Anne M. Mulcahy: First of all, I think in terms of what we’re ready todigest, I mean, Larry said it. We’ll pretty much have digested Global by theend of this year, which I think was a sizable acquisition for us. Going forward, we’re real clear -- we are going to continueto look for service verticals that are all, quite frankly, additive, top linedriven kinds of competencies. We are going to look at software that actuallyenhances our production solutions business, and we’re going to look fordistribution. Global was a big bite but there’s lots of other smaller bites outthere and obviously Global continues to digest those on a business as usualfashion. As a matter of fact, it’s interesting but their acquisitioncandidate pipeline has never been stronger because of the fact that they arenow have Xerox, the Xerox brands behind them. They are really seeing interestfrom dealers that they would not have seen before. I think that the strategy is solid and consistent and willcontinue and be very well-balanced within the capital deployment side. I think our principals on acquisitions is really valuecreating, really good revenue synergies, where we can acquire a company andactually use it to drive incremental growth in our core business, so it is nota one-time deal, it’s not a drug that we have to keep doing because it is goingto actually enhance our ability to drive core growth. I don’t think Lexmark is an ideal candidate with that kindof view. We have tons of R&D and technology capability. We are not lookingto increment that. Between Fuji Xerox and Xerox, there is nothing the Lexmarkwould bring to the table that would be really value-creating for us. And from a distribution perspective, I think it’s muchcheaper and in much better interest of the shareholders to go out and driveadditional indirect distribution and optimize on the Global acquisition, thanwe would want to look for. I think that based upon what we’ve been articulating as astrategy, it’s really not a great fit. Benjamin A. Reitzes -UBS Warburg: Thanks for hitting it head on. It was a pretty great,complete answer. Take care.

Thank you. And your next question will come from the line ofMatthew Troy from Citigroup. You may proceed, Matt. Matthew Troy -Citigroup: I was wondering if you could comment just more broadly noton what you are seeing in the economy -- I think we all look at the same dataand data points, but talk about the business model going forward to 2008? Thisis a much different Xerox than what we’ve seen in past recessions, and to theextent that seems to be the flavor-du-jour in terms of folks’ questions, I waswondering if you could talk about how Xerox is positioned if the economy wereto go into a negative growth, or lack of growth mode. I look at the business and I say on the enterprise side,color is a more discretionary spend. I know they reign in our ability to usecolor when costs are tight. And if lookat the commercial print, which is a new growth market for you folks, that’scorrelated to economic activity over the last 25 years to the tune of about 96%,so you potentially could be vulnerable there. But at the same time, you’vechanged your manufacturing infrastructure. I’m wondering if you could just talk about how you thinkabout the economy, how you think about positioning the model, and this is alljust generated basically out of consolidated graphics pre-announcementyesterday, one of the largest commercial printers saying they are starting tosee economic softness. Anne M. Mulcahy: I actually think that we’ve been investing and positioningthis business to win in tougher and tougher economic conditions in many ways.And that’s come from the relentless focus on productivity and competitiveness,but if look at our strategy going forward, I would say our intent is and youare -- you are seeing it already, you are going to see more of it, is to makecolor more and more affordable. We’re going to make it so that people will not point tocolor as something that’s unaffordable, despite the toughest of economicconditions, and obviously what we’ve done now with this solid ink positioningis the beginning of a strategy, Ben, that we intend to have a much broaderimpact with as we go forward. So from that perspective, I think our plans for color are tomake it work and be a source of growth by really being responsive to the factthat the more affordable we make it, the better the growth prospects are. I’ve talked about our services but if you look at ourservices business right now, driving 8% annuity growth, well above thecorporate average, it is all playing in a world where clients have to maketouch choices about how they spend their dollars and what they focus on, and Ithink our ability to continue to make that value proposition attractive to ourclients by reducing their direct costs and allowing their resources to focus ontheir core business, is really compelling. I mean, a lot of our services business now is about notacquiring technology but allowing us to host and manage everything for them,either onsite or offsite. So I think we have solutions to a problem thatclients might face out in the future that are going to be very important. And in the production business, if you are going to be asurvivor in the graphic arts business, you better be in digital because thereis no place else to go for growth in value. This is a case where things getweak, you separate out, quite frankly, what the sources of growth andprofitability are from those that quite frankly will be deteriorating, and Ithink that we are well-positioned. And when you add it all up, if the going gets tough, thebusiness model you want is an annuity-based business model and 70% of ourrevenues are annuity based and with the impact of services and operatingleases, that will be going up. So hey, do we want a stronger economy, do we want the GDP tobe helping propel our growth? Yes, but I think we are prepared to be a winneramong the competitors with regard to the strategy that we have in place. Matthew Troy -Citigroup: I understand that. I didn’t want to sound off alarm bells. Consolidatedsaid both on their call and offline that they intended to continue theirinvestment in digital. I think if you talk to any commercial printer, I wouldagree. It’s becoming just the ante to be in the business, increasingly. Anne M. Mulcahy: I totally agree and I think look at the product portfoliothat we are bringing to this market and I think this is going to be one of thebiggest strengths we have going forward. Matthew Troy -Citigroup: Second question would just be on again on new marketopportunities; it’s been a couple of quarters since you announced a broaderinterest and focus on photofinishing. I was wondering if you or Ursula couldtalk about the learning curve there, what those discussions are like and maybea hint or a forward-looking statement about what we might see at PMA or in2008, specifically as it relates to your photofinishing push? Thank you. Ursula M. Burns: You know, photofinishing is a focus area for us. In the highend of the business, we have obviously a flagship product, with expanded copyquality capabilities that allow us to participate in the photo imaging marketeven more deeply than we did before. We have great examples of this, both in North America and inEurope. In North America, we partnered with Shutterfly, as you know, and inEurope we have a great partnership with MyPhotoFun, with a company called TedGigaprint, so we are actually moving far and moving fast there and trying toexpand our footprint. And I think in the high end of the business, doing well. At the lower end, there are applications at the lower endnot as high quality as the iGen or EPC space, and we work through our partners,which is Xerox with FujiFilm, to actually participate there, using some of ouroffice multi-function devices in partnership with FujiFilm to be a kiosk typeprovider. That is a new space for us, a beginning space for us, but one that weare positioned well to continue to grow, especially as we work with FujiFilm,who has a footprint and a deep knowledge there. So our technology hardware, our technology software andtheir back-office understanding of how kiosk photo works will help us to beeffective in that space. So high end, I think covered, growing well, great technologyimplications; low end, great, working with an expert there with our technology.So we see it as a great opportunity for us going forward. Matthew Troy -Citigroup: Certainly a strong partner with Fuji. If I think about thatas a channel for you to place devices, is this still early days or are you seeingtraction and placements growing to a more material number, or is really an ’08,’09 story where we will see more from you there? Ursula M. Burns: It is definitely still early days but I am not discouragedby the way that the market is moving in the kiosk space. At the high end space,it is not as early days and so the indicators are good there. And the realindicators are good there -- great providers of this type of distributed kindof photo applications, we are partners with some of the best providers in theworld here. So in the high end of the space, it is not early days. Matthew Troy -Citigroup: Thanks, Ursula.

Thank you very much. And your next question will come fromthe line of Chris Whitmore from DeutscheBank. Chris, you may proceed. Chris Whitmore -Deutsche Bank: Thanks very much. Larry, can you quantify either theinter-company revenue realized from backfilling the global channel or theincremental equipment margin capture from that backfill? And perhaps talk aboutthe opportunity there going forward? Lawrence A. Zimmerman: I don’t think -- you are talking about what we transferthrough Global and what they add to our business? I mean, I think that from thestandpoint of going forward, until we have a lot of product there, it is not amaterial difference but as the products build up, obviously it is going to helpus on total dollars that we get from them. I’m not sure that’s publicknowledge. It’s just like any channel that we have. I don’t think wepublish what the profitability of those particular channels are, so -- but itis going to be very profitable for us going forward, looking out in time forsure. What was the second part of the question, or was that it? Chris Whitmore -Deutsche Bank: I was just trying to get a feel for the manufacturing margincaptured from equipment sales through that Global channel. Lawrence A. Zimmerman: I don’t think that’s a public data number, from a channelstandpoint. Anne M. Mulcahy: But obviously it’s one of the things that we pointed to interms of the ability to leverage the acquisition to be more than whatstandalone Global would have brought us. The manufacturing profit is one of thesynergies that over time, will be a real help in improving actually the marginin the company. I think we have time for one more question.

Thank you. And your last question will come from the line ofShannon Cross from Cross Research. You may proceed, Shannon. Shannon Cross - CrossResearch: Just a couple of questions; just curious -- have you seenany changes -- this sort of goes back to the economy question -- with regard toany push back of contracts from any of your customers? You know, how whenthings slow down, you tend to push back contracts and not sell as much product.It doesn’t appear that that was the case this quarter, but I just wanted toconfirm. Anne M. Mulcahy: When you say push back on contracts, you mean in terms ofdeals signed? Shannon Cross - CrossResearch: Actually lengthening out the contracts. So your salespersongoes in and says okay, fine, I know times are a little bit tough, let’s stretchout the contract another year and you benefit on the margin side because -- Anne M. Mulcahy: I see. You know, I would not say that that’s any different-- I mean, we do go and think it’s to an advantage, sometimes, if we can extendthe contract for the client. It tends to be the timeframe where it is mostproductive for the client and what’s profitable for us, there’s no questionabout it. So that’s kind of a strategy that we have in place, but Idon’t think we are seeing anything that would be materially different in termsof the economic impact. Shannon Cross - CrossResearch: Okay, good, and then Larry, maybe you can talk just a littlebit more in terms of the use of cash. You’ve talked about repurchase, you’vetalked about acquisitions -- any comments on dividends or any thought processwith regard to looking out and how you evaluate the various uses? Lawrence A. Zimmerman: I think as we’ve said before, and I think we’ll cover inmore detail at our investor conference, we consider that in the future, Xeroxwill be a dividend company and it’s just a question of when that will happen. I think going forward, you are going to see a significantamount of share buy-back. You are going to see acquisitions, as Anne outlined,probably not anywhere near the size of a Global Imaging, and then I think atsome future date, we will be a dividend company and I think we will cover moredetail on that when we go through it at the investor conference. Shannon Cross - CrossResearch: Okay, sounds good. I guess we’ll all see you in November. Anne M. Mulcahy: Great. That’s my parting line, Shannon, because I wanted tothank all of you for joining us and we do hope that we see as many of you as possibleat our investor conference. It is in New York on November 19th and thank youvery much for your participation today.

Thank you, ladies and gentlemen, for your participation intoday’s presentation. You may now disconnect and have a wonderful day.