Fuji Xerox: A 75:25 joint venture between Fuji Photo Film and Xerox. Originally formed in 1962 as a 50:50 JV between Fuji Photo Film and Rank Xerox (a 51:49 JV between Xerox and Rank Organization). Rank Xerox was absorbed by Xerox in 1997. Xerox transferred its China/Hong Kong operations to Fuji Xerox in 2000 and Fuji raised its stake in the JV to 75% in 2001. JV to market xerographic (paper copying) products in Japan and other countries in Asia. Considered one of the most successful JVs between a Western company and a Japanese company; sales of more than $11 billion in 2009

1. Joint Venture Advisory Group © Water Street Partners. All rights reserved 1
FUJI XEROX – OVERVIEW
About the JV
• 75:25 JV between Fuji Photo Film and Xerox
− Originally formed in 1962 as a 50:50 JV between Fuji Photo Film and Rank
Xerox (a 51:49 JV between Xerox and Rank Organization)
− Rank Xerox was absorbed by Xerox in 1997
− Xerox transferred its China/Hong Kong operations to Fuji Xerox in 2000 and
Fuji raised its stake in the JV to 75% in 2001
• JV to market xerographic (paper copying) products in Japan and other
countries in Asia
• Considered one of the most successful JVs between a Western company and a
Japanese company; sales of more than $11 billion in 2009
Deal rationale and outcome
• For Xerox: Enter the Japanese xerographic business segment with aspirations
to expand into other parts of Asia
• For Fuji: Diversify its product portfolio (#2 provider of photographic film in 1962)
and enter the xerography business
Scope and contributions
• At formation, JV had exclusive rights to sell xerographic products in Japan,
Indonesia, South Korea, Philippines, Taiwan, and Thailand
• Initially, the JV was a marketing outlet for Xerox in Japan and other countries in
Asia. However, the JV developed a series of breakthrough products (smaller,
faster, and cheaper copiers) which led to more independence for the JV
• Xerox provided manufacturing services, products for the JV to sell through, and
licenses to some of its patented xerography technology
• Fuji brought local knowledge to the JV and seconded several managers into it
Governance and management
• 50:50 Board membership with half the Board members from Rank Xerox (or
Xerox) and the other half from Fuji
• Day-to-day operations managed by Japanese managers who were seconded
from Fuji
Source: Public filings; Water Street Partners analysis
JV structure at formation
Equity stake
50%
Flow of services
50%
RANK
ORGANIZATION
49% 51%
Technology
licenses,
manufacturing
expertise
Flow of money
Royalty of 5% on
revenues from the
sale of xerographic
products

2. Joint Venture Advisory Group © Water Street Partners. All rights reserved 2Source: Water Street Partners analysis
FUJI XEROX – HOW GEOGRAPHIC REGIONS WERE DIVIDED BETWEEN THE
JV AND PARENT COMPANIES WHEN THE JV WAS FORMED
What’s interesting: Geographic regions were divided based on where parent companies had existing operations
Geographic regions served by Xerox, Fuji Xerox, and Rank Xerox between 1962 and 1990
Japan, Indonesia,
South Korea, the
Philippines, Taiwan,
and Thailand
Countries
North America
Countries
Europe, Australia, New
Zealand, Singapore,
Malaysia, China
Countries
Challenge addressed by deal structure: Parent companies want to maintain customer relationships in regions where they currently have operations

3. Joint Venture Advisory Group © Water Street Partners. All rights reserved 3Source: Water Street Partners analysis
FUJI XEROX – RESTRUCTURING (SLIDE 1 OF 3)
Geographic regions were divided between Xerox and the JV to increase
efficiency of distribution and market dynamics
How geographic regions were separated after the restructuring and JVs between Xerox and Fuji Xerox
Japan, Indonesia,
South Korea,
Philippines, Taiwan,
Thailand, Australia,
New Zealand,
Singapore, Malaysia,
China
Countries
North America,
Europe
Countries
What’s interesting: JV was restructured giving it more independence after it built significant manufacturing capabilities and produced major
technological breakthroughs
Challenge addressed by deal structure: JV wants to serve all regions close to its manufacturing facilities (in China) and expand into new regions
JV between Xerox (51%)
and Fuji Xerox (49%) to sell
printers in North America;
formed in 1991
Xerox International Partners
JV between Fuji Xerox
(90%) and Xerox (10%) for
low-cost manufacturing in
China; formed in 1996
China manufacturing JV

4. Joint Venture Advisory Group © Water Street Partners. All rights reserved 4
Source: Harvard Business School Xerox-Fuji Xerox Case and Case Update;
Alliance Analyst; Water Street analysis
FUJI XEROX – RESTRUCTURING (SLIDE 2 OF 3)
Multiple options were evaluated in developing an operating model that
balanced the JV’s capabilities and Xerox’s needs
Research
Development &
Manufacturing
Sales and Marketing
A. Separate – Fuji Xerox and Xerox each pursues own research agenda and
becomes self-sufficient
B. Coordinated – Xerox and Fuji Xerox coordinate group research programs,
with both self-sufficiency and some overlap
C. Joint – combine research organizations into single global organization without
overlap or exclusions
D. Complementary – separate research organizations operating on exclusive
projects
A. Separate and independent – each development and manufacturing
organization supplies its own marketing organizations
B. Complementary without overlap – Fuji Xerox and Xerox assigned
development roles, with no overlap allowed in development projects
C. Complementary with overlap – Same as Option B, but with some overlap on
development projects
D. Joint – single development and manufacturing organization worldwide with
individual projects targeted to needs of separate marketing organizations
A. Fully separate – Fuji Xerox concentrates efforts on licensed territories for core
products, with multinational business customers as required
B. Separate with exceptions – Same as Option A, but with joint or overlapping
activities across territorial boundaries on a case-by-case basis
C. Coordinated global product mandates – worldwide and exclusive
responsibility for products or product ranges manufactured under specialized
licenses
D. Overlapping – Xerox and Fuji Xerox to act as separate companies serving the
world market, with some coordination on business direction and strategy. No
geographic constraints
Options considered Decisions made
• Separate, but Xerox allowed
Fuji Xerox to establish the
Palo Alto Laboratory, its own
research lab in the US
• Separate with exceptions
• Created XIP – 51:49 JV
between Xerox and Fuji Xerox
to sell low-end printer engines
in the US and Europe
• Separate and independent,
with some exceptions
• Established manufacturing
JV in China (90:10 Fuji
Xerox:Xerox ownership) to
allow FX access to low-cost
manufacturing

5. Joint Venture Advisory Group © Water Street Partners. All rights reserved 5
FUJI XEROX – RESTRUCTURING (SLIDE 3 OF 3)
Source: Press releases; Company website; Water Street Partners analysis
1. General Meeting of Shareholders appoints
directors and outside auditors
3. Agreement signed by President to ensure
“independence of auditors’ position and
authority”; meetings between Board of
Corporate Auditors and external auditors
(Accounts Auditors) without any members of
management present
4. Internal Audit Department responsible for
ensuring reliability of financial reporting,
compliance; runs the “Internal Control Program
Management Office” which is composed of a
number of internal control offices
Steps taken to revamp governance structure to
enable (and reflect) functioning as relatively
independent company
5. Internal Risk & Ethics Committee headed by JV
President, and its various sub-committees
assisted by secretariats, responsible for risk
management at operational level
General Meeting of Shareholders
Executive
Nomination &
Comp Cmte
Board of Directors
Board of
Corporate
Auditors
Accounts
Auditors
President
Corporate Exec.
Committee
Marketing Risk &
Ethics
Tech Information
& Process
Customer
Service
Risk
Management
Ethics &
Compliance
Information
Security
Legal Department
of the Secretariat
Information Security
Dept of the Secretariat
Internal Audit &
Analysis Dept
General Affairs Dept
of the Secretariat
Sub-
Committees
2
Independent
Directors
3
4
5
2. 10 of the 14 directors independent; nomination
Committee and Board of Auditors (Audit
Committee) also headed by outside directors
1
JV Liaison
6. JV Liaison inside Xerox to champion overall
business/operating relationship with JV from
inside parent
6
Internal Committees

6. Joint Venture Advisory Group © Water Street Partners. All rights reserved 6Source: Public filings; Water Street Partners analysis
JV About the JV JV-Parent deals
Formed to manufacture
memory wafers for
parents
• Reorganized to manufacture complete memory products and
consolidate all related parent assets
Refinery JV in Thailand • Shared operations with parent PTT’s wholly-owned Rayong
refinery through a separate JV (Alliance Refining)
Focused on pre-
competitive
semiconductor research
• Spun-off R&D foundry, ADTF; made available to parents (and
third parties) on for-profit basis
• Created ISMI, a separate LLC with parents and others to
focus on manufacturing research
Established to coordinate
customer-facing activities
• Created the SkyTeam Cargo alliance, with subset of parent
airlines, to coordinate cargo activities
Exploration and
production venture
• Formed by creating BUs from parts of two existing ventures
with overlapping partners
Established as payments
processing utility
• Created a number of LLCs with own Board and legal structure
for different products/services (e.g., small value payments);
vehicle for existing members to selectively opt-in, and new
members to join in limited way
* Minority stakes as of 2011
FUJI XEROX – EXAMPLES OF JV-PARENT DEALS
Star Petroleum
Refining
Jubilee, Ghana