UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


XEROX HOLDINGS CORPORATION
XEROX CORPORATION
(Exact Name of Registrant as specified in its charter)


New York	001-39013	83-3933743
New York	001-04471	16-0468020
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

	P.O. Box 4505, 201 Merritt 7 Norwalk, Connecticut 06851-1056
	(Address of principal executive offices)

(203) 849-5216
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Xerox Holdings Corporation
Common Stock, $1 par value	XRX	Nasdaq Global Select Market
(Title of each class)	(Trading Symbol)	(Name of each exchange on which registered)

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.

Xerox Holdings Corporation Yes ☒ No ☐ Xerox Corporation Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Xerox Holdings Corporation Yes ☒ No ☐ Xerox Corporation Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Xerox Holdings Corporation

Xerox Corporation

Large accelerated filer

☒

Large accelerated filer

☐

Accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Smaller reporting company

☐

Emerging growth company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Xerox Holdings Corporation o Xerox Corporation o

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Xerox Holdings Corporation Yes ☐ No ☒ Xerox Corporation Yes ☐ No ☒



Class						Outstanding at July 31, ~~2022~~2023
Xerox Holdings Corporation Common Stock, $1 par value						~~155,569,686~~157,120,028 shares

Cautionary Statement Regarding Forward-Looking Statements

This ~~document,~~combined Quarterly Report on Form 10-Q (Form 10-Q), and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of ~~1995.~~1995 that involve certain risks and uncertainties. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “would”, “could”, “can” “should”, “targeting”, “projecting”, “driving”, “future”, “plan”, “predict”, “may” and similar expressions ~~as they relate to us, our performance and/or our technology,~~ are intended to identify forward-looking statements. ~~These~~Forward-looking statements ~~reflect management’s current beliefs, assumptions~~are not guarantees of future performance and ~~expectations and are subject to a number of factors that may cause~~the Company’s actual results tomay differ ~~materially.~~

~~Such factors~~significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited ~~to: the effects~~to, those discussed in Part I, Item 1A of pandemics, such as the COVID-19 pandemic, on our and our customers' businesses and the duration and extent to which this will impact our future results of operations and overall financial performance; our ability to address our business challenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; our ability to successfully develop new products, technologies and service offerings and to protect our intellectual property rights; reliance on third parties, including subcontractors, for manufacturing of products and provision of services and the shared service arrangements entered into by us as part of Project Own It; our ability to attract and retain key personnel; the risk that confidential and/or individually identifiable information of ours, our customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems due to cyber attacks or other intentional acts or that cyberattacks could result in a shutdown of our systems; the risk that partners, subcontractors and software vendors will not perform in a timely, quality manner; 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 and transformation actions; our ability to manage changes in the printing environment like the decline in the volume of printed pages and extension of equipment placements; changes in economic and political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we do business; 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; interest rates, cost of borrowing and access to credit markets; the imposition of new or incremental trade protection measures such as tariffs and import or export restrictions; funding requirements associated with our employee pension and retiree health benefit plans; changes in foreign currency exchange rates; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; and any impacts resulting from the restructuring of our relationship with Fujifilm Holdings Corporation.

Additional risks that may affect Xerox’s operations 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 combined Quarterly Report on Form 10-Q, Xerox Holdings Corporation’s and Xerox Corporation’s combined ~~Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and Xerox Holdings Corporation’s and Xerox Corporation’s combined 2021~~ Annual Report on Form 10-K ~~as well as in Xerox Holdings Corporation’s and Xerox Corporation’s Current Reports on Form 8-K filed with~~for the ~~Securities and Exchange Commission. These forward-looking statements speak only as of~~year ended December 31, 2022 under the ~~date of this document or as of the date to which they refer, and we assume~~heading “Risk Factors.” The Company assumes no obligation to revise or update any forward-looking statements ~~as a result of new information or future events or developments,~~for any reason, except as required by law.

Throughout this Form 10-Q, references to “Xerox Holdings” refer to Xerox Holdings Corporation and its consolidated subsidiaries while references to “Xerox” refer to Xerox Corporation and its consolidated subsidiaries. References herein to “we,” “us,” “our,” or the “Company” refer collectively to both Xerox Holdings and Xerox unless the context suggests otherwise. References to “Xerox Holdings Corporation” refer to the stand-alone parent company and do not include its subsidiaries. References to “Xerox Corporation” refer to the stand-alone company and do not include subsidiaries.

Xerox Holdings Corporation's primary direct operating subsidiary is Xerox and therefore Xerox reflects nearly all of Xerox Holdings' operations.

Xerox ~~2022~~2023 Form 10-Q 1

XEROX HOLDINGS CORPORATION

XEROX CORPORATION

FORM 10-Q

June 30, ~~2022~~2023

TABLE OF CONTENTS


		Page
Part I — Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Xerox Holdings Corporation Condensed Consolidated Statements of (Loss) Income	3
	Xerox Holdings Corporation Condensed Consolidated Statements of Comprehensive (Loss) Income	4
	Xerox Holdings Corporation Condensed Consolidated Balance Sheets	5
	Xerox Holdings Corporation Condensed Consolidated Statements of Cash Flows	6
	Xerox Corporation Condensed Consolidated Statements of (Loss) Income	7
	Xerox Corporation Condensed Consolidated Statements of Comprehensive (Loss) Income	8
	Xerox Corporation Condensed Consolidated Balance Sheets	9
	Xerox Corporation Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4243
	Capital Resources and Liquidity	6059
	Financial Risk Management	63
	Non-GAAP Financial Measures	64
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	67
Part II — Other Information
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	6869
Item 6.	Exhibits	6970
Signatures		7071
~~Exhibit Index~~	71

For additional information about Xerox Holdings Corporation and 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. The content of our website is not incorporated by reference into this combined Form 10-Q unless expressly noted.

Xerox ~~2022~~2023 Form 10-Q 2

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

XEROX HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per-share data)	(in millions, except per-share data)	2022		2021		2022		2021		(in millions, except per-share data)	2023		2022		2023		2022
Revenues	Revenues									Revenues
Sales	Sales	$	667	$	670	$	1,259	$	1,272	Sales	$	696	$	667	$	1,355	$	1,259
Services, maintenance and rentals	Services, maintenance and rentals	1,028		1,067		2,051		2,120		Services, maintenance and rentals	1,009		1,028		2,013		2,051
Financing	Financing	52		56		105		111		Financing	49		52		101		105
Total Revenues	Total Revenues	1,747		1,793		3,415		3,503		Total Revenues	1,754		1,747		3,469		3,415
Costs and Expenses	Costs and Expenses									Costs and Expenses
Cost of sales	Cost of sales	487		468		922		888		Cost of sales	452		487		877		922
Cost of services, maintenance and rentals	Cost of services, maintenance and rentals	677		658		1,356		1,309		Cost of services, maintenance and rentals	671		677		1,336		1,356
Cost of financing	Cost of financing	26		28		50		56		Cost of financing	34		26		70		50
Research, development and engineering expenses	Research, development and engineering expenses	84		79		162		153		Research, development and engineering expenses	57		84		121		162
Selling, administrative and general expenses	Selling, administrative and general expenses	459		434		914		882		Selling, administrative and general expenses	433		459		840		914

Restructuring and related costs, net	Restructuring and related costs, net	1		12		19		29		Restructuring and related costs, net	23		1		25		19
Amortization of intangible assets	Amortization of intangible assets	10		14		21		29		Amortization of intangible assets	10		10		21		21

PARC donation										PARC donation	132		—		132		—
Other expenses, net	Other expenses, net	8		1		65		5		Other expenses, net	31		8		51		65
Total Costs and Expenses	Total Costs and Expenses	1,752		1,694		3,509		3,351		Total Costs and Expenses	1,843		1,752		3,473		3,509
(Loss) Income before Income Taxes and Equity Income		(5)		99		(94)		152
Income tax expense (benefit)		1		9		(30)		23
Loss before Income Taxes and Equity Income										Loss before Income Taxes and Equity Income	(89)		(5)		(4)		(94)
Income tax (benefit) expense										Income tax (benefit) expense	(28)		1		(14)		(30)
Equity in net income of unconsolidated affiliates	Equity in net income of unconsolidated affiliates	1		1		2		1		Equity in net income of unconsolidated affiliates	1		1		1		2

Net (Loss) Income	Net (Loss) Income	(5)		91		(62)		130		Net (Loss) Income	(60)		(5)		11		(62)
Less: Net loss attributable to noncontrolling interests		(1)		—		(2)		—
Less: Net income (loss) attributable to noncontrolling interests										Less: Net income (loss) attributable to noncontrolling interests	1		(1)		1		(2)

Net (Loss) Income Attributable to Xerox Holdings	Net (Loss) Income Attributable to Xerox Holdings	$	(4)	$	91	$	(60)	$	130	Net (Loss) Income Attributable to Xerox Holdings	$	(61)	$	(4)	$	10	$	(60)

Basic (Loss) Earnings per Share	Basic (Loss) Earnings per Share	$	(0.05)	$	0.47	$	(0.43)	$	0.64	Basic (Loss) Earnings per Share	$	(0.41)	$	(0.05)	$	0.02	$	(0.43)

Diluted (Loss) Earnings per Share	Diluted (Loss) Earnings per Share	$	(0.05)	$	0.46	$	(0.43)	$	0.64	Diluted (Loss) Earnings per Share	$	(0.41)	$	(0.05)	$	0.02	$	(0.43)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Xerox ~~2022~~2023 Form 10-Q 3

XEROX HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Net (Loss) Income	Net (Loss) Income	$	(5)	$	91	$	(62)	$	130	Net (Loss) Income	$	(60)	$	(5)	$	11	$	(62)
Less: Net loss attributable to noncontrolling interests		(1)		—		(2)		—
Less: Net income (loss) attributable to noncontrolling interests										Less: Net income (loss) attributable to noncontrolling interests	1		(1)		1		(2)

Net (Loss) Income Attributable to Xerox Holdings	Net (Loss) Income Attributable to Xerox Holdings	(4)		91		(60)		130		Net (Loss) Income Attributable to Xerox Holdings	(61)		(4)		10		(60)

Other Comprehensive (Loss) Income, Net(1)
Other Comprehensive Income (Loss), Net(1)										Other Comprehensive Income (Loss), Net(1)
Translation adjustments, net	Translation adjustments, net	(287)		54		(359)		3		Translation adjustments, net	49		(287)		141		(359)
Unrealized losses, net	Unrealized losses, net	(14)		—		(25)		(7)		Unrealized losses, net	(5)		(14)		(1)		(25)
Changes in defined benefit plans, net	Changes in defined benefit plans, net	3		16		42		71		Changes in defined benefit plans, net	(27)		3		(41)		42

Other Comprehensive (Loss) Income, Net Attributable to Xerox Holdings		(298)		70		(342)		67
Other Comprehensive Income (Loss), Net										Other Comprehensive Income (Loss), Net	17		(298)		99		(342)
Less: Other comprehensive loss, net attributable to noncontrolling interests										Less: Other comprehensive loss, net attributable to noncontrolling interests	—		—		(1)		—
Other Comprehensive Income (Loss), Net Attributable to Xerox Holdings										Other Comprehensive Income (Loss), Net Attributable to Xerox Holdings	17		(298)		100		(342)

Comprehensive (Loss) Income, Net	Comprehensive (Loss) Income, Net	(303)		161		(404)		197		Comprehensive (Loss) Income, Net	(43)		(303)		110		(404)
Less: Comprehensive loss, net attributable to noncontrolling interests		(1)		—		(2)		—
Less: Comprehensive income (loss), net attributable to noncontrolling interests										Less: Comprehensive income (loss), net attributable to noncontrolling interests	1		(1)		—		(2)

Comprehensive (Loss) Income, Net Attributable to Xerox Holdings	Comprehensive (Loss) Income, Net Attributable to Xerox Holdings	$	(302)	$	161	$	(402)	$	197	Comprehensive (Loss) Income, Net Attributable to Xerox Holdings	$	(44)	$	(302)	$	110	$	(402)

_____________

(1) Refer to Note 2019 - Other Comprehensive Income (Loss) ~~Income~~ for gross components of Other comprehensive income (loss) ~~income,~~, net, 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 ~~2022~~2023 Form 10-Q 4

XEROX HOLDINGS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions, except share data in thousands)	(in millions, except share data in thousands)	June 30, 2022		December 31, 2021		(in millions, except share data in thousands)	June 30, 2023		December 31, 2022
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	1,151	$	1,840	Cash and cash equivalents	$	477	$	1,045
Accounts receivable (net of allowance of $63 and $58, respectively)		852		818
Billed portion of finance receivables (net of allowance of $3 and $4, respectively)		83		94
Accounts receivable (net of allowance of $58 and $52, respectively)						Accounts receivable (net of allowance of $58 and $52, respectively)	903		857
Billed portion of finance receivables (net of allowance of $4 and $4, respectively)						Billed portion of finance receivables (net of allowance of $4 and $4, respectively)	70		93
Finance receivables, net	Finance receivables, net	1,019		1,042		Finance receivables, net	940		1,061
Inventories	Inventories	765		696		Inventories	782		797

Other current assets	Other current assets	232		211		Other current assets	218		254
Total current assets	Total current assets	4,102		4,701		Total current assets	3,390		4,107
Finance receivables due after one year (net of allowance of $113 and $114, respectively)		1,845		1,934
Finance receivables due after one year (net of allowance of $99 and $113, respectively)						Finance receivables due after one year (net of allowance of $99 and $113, respectively)	1,697		1,948
Equipment on operating leases, net	Equipment on operating leases, net	226		253		Equipment on operating leases, net	259		235
Land, buildings and equipment, net	Land, buildings and equipment, net	334		358		Land, buildings and equipment, net	281		320

Intangible assets, net	Intangible assets, net	223		211		Intangible assets, net	194		208
Goodwill		3,217		3,287
Goodwill, net						Goodwill, net	2,751		2,820
Deferred tax assets	Deferred tax assets	539		519		Deferred tax assets	620		582
Other long-term assets	Other long-term assets	1,784		1,960		Other long-term assets	1,377		1,323
Total Assets	Total Assets	$	12,270	$	13,223	Total Assets	$	10,569	$	11,543
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Short-term debt and current portion of long-term debt	Short-term debt and current portion of long-term debt	$	1,108	$	650	Short-term debt and current portion of long-term debt	$	891	$	860
Accounts payable	Accounts payable	1,207		1,069		Accounts payable	1,041		1,331
Accrued compensation and benefits costs	Accrued compensation and benefits costs	233		239		Accrued compensation and benefits costs	251		258

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	867		871		Accrued expenses and other current liabilities	766		881
Total current liabilities	Total current liabilities	3,415		2,829		Total current liabilities	2,949		3,330
Long-term debt	Long-term debt	2,764		3,596		Long-term debt	2,225		2,866
Pension and other benefit liabilities	Pension and other benefit liabilities	1,310		1,373		Pension and other benefit liabilities	1,206		1,175
Post-retirement medical benefits	Post-retirement medical benefits	242		277		Post-retirement medical benefits	179		184
Other long-term liabilities	Other long-term liabilities	433		481		Other long-term liabilities	394		411
Total Liabilities	Total Liabilities	8,164		8,556		Total Liabilities	6,953		7,966

Commitments and Contingencies (See Note 22)		0		0
Commitments and Contingencies (See Note 21)						Commitments and Contingencies (See Note 21)

Noncontrolling Interests	Noncontrolling Interests	10		10		Noncontrolling Interests	10		10

Convertible Preferred Stock	Convertible Preferred Stock	214		214		Convertible Preferred Stock	214		214

Common stock	Common stock	155		168		Common stock	157		156

Additional paid-in capital	Additional paid-in capital	1,564		1,802		Additional paid-in capital	1,607		1,588
Treasury stock, at cost		—		(177)

Retained earnings	Retained earnings	5,484		5,631		Retained earnings	5,057		5,136
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(3,330)		(2,988)		Accumulated other comprehensive loss	(3,437)		(3,537)
Xerox Holdings shareholders’ equity	Xerox Holdings shareholders’ equity	3,873		4,436		Xerox Holdings shareholders’ equity	3,384		3,343
Noncontrolling interests	Noncontrolling interests	9		7		Noncontrolling interests	8		10
Total Equity	Total Equity	3,882		4,443		Total Equity	3,392		3,353
Total Liabilities and Equity	Total Liabilities and Equity	$	12,270	$	13,223	Total Liabilities and Equity	$	10,569	$	11,543

Shares of common stock issued		154,966		168,069
Treasury stock		—		(8,675)
Shares of Common Stock Outstanding		154,966		159,394

Shares of Common Stock Issued and Outstanding						Shares of Common Stock Issued and Outstanding	157,105		155,781

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Xerox ~~2022~~2023 Form 10-Q 5

XEROX HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended
June 30,
(in millions) 2022 2021
Cash Flows from Operating Activities
Net (Loss) Income $ (62) $ 130
Adjustments required to reconcile Net (loss) income to Cash flows (used in) provided by operating activities
Depreciation and amortization 140 170
Provisions 35 34
Net gain on sales of businesses and assets (1) (1)
Stock-based compensation 50 30
Restructuring and asset impairment charges 22 25
Payments for restructurings (21) (49)
Non-service retirement-related costs(1)
(11) (42)
Contributions to retirement plans(1)
(72) (80)
(Increase) decrease in accounts receivable and billed portion of finance receivables (49) 37
(Increase) decrease in inventories (95) 4
Increase in equipment on operating leases (47) (63)
Decrease in finance receivables 17 12
Decrease in other current and long-term assets 35 66
Increase (decrease) in accounts payable 172 (33)
Increase in accrued compensation(1)
7 16
(Decrease) increase in other current and long-term liabilities (48) 92
Net change in income tax assets and liabilities (76) 2
Net change in derivative assets and liabilities (6) (2)
Other operating, net (9) (17)
Net cash (used in) provided by operating activities (19) 331
Cash Flows from Investing Activities
Cost of additions to land, buildings, equipment and software (29) (33)
Proceeds from sales of businesses and assets 26 1
Acquisitions, net of cash acquired (52) (37)
Other investing, net (7) (3)
Net cash used in investing activities (62) (72)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 754 —
Payments on long-term debt (1,133) (209)
Dividends (88) (108)
Payments to acquire treasury stock, including fees (113) (413)
Other financing, net (7) (17)
Net cash used in financing activities (587) (747)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (14) —
Decrease in cash, cash equivalents and restricted cash (682) (488)
Cash, cash equivalents and restricted cash at beginning of period 1,909 2,691
Cash, Cash Equivalents and Restricted Cash at End of Period $ 1,227 $ 2,203

~~_____________~~


	Six Months Ended June 30,
(in millions)		2023		2022
Cash Flows from Operating Activities
Net Income (Loss)		$	11	$	(62)


Adjustments required to reconcile Net income (loss) to cash flows provided by (used in) operating activities
Depreciation and amortization		126		140
Provisions		21		35

Net gain on sales of businesses and assets		(2)		(1)
PARC donation		132		—

Stock-based compensation		28		50

Restructuring and asset impairment charges		14		22
Payments for restructurings		(14)		(21)
Non-service retirement-related costs		10		(11)
Contributions to retirement plans		(32)		(72)
Increase in accounts receivable and billed portion of finance receivables		(36)		(49)
Decrease (increase) in inventories		12		(95)
Increase in equipment on operating leases		(77)		(47)
Decrease in finance receivables		407		17
Decrease in other current and long-term assets		15		35
(Decrease) increase in accounts payable		(290)		172
(Decrease) increase in accrued compensation		(7)		7
Decrease in other current and long-term liabilities		(139)		(48)
Net change in income tax assets and liabilities		(17)		(76)
Net change in derivative assets and liabilities		22		(6)
Other operating, net		(11)		(9)


Net cash provided by (used in) operating activities		173		(19)
Cash Flows from Investing Activities
Cost of additions to land, buildings, equipment and software		(15)		(29)
Proceeds from sales of businesses and assets		3		26


Acquisitions, net of cash acquired		(7)		(52)


Other investing, net		(3)		(7)


Net cash used in investing activities		(22)		(62)
Cash Flows from Financing Activities
Net proceeds from short-term debt		200		—
Proceeds from issuance of long-term debt		—		754
Payments on long-term debt		(826)		(1,133)
Dividends		(88)		(88)



Payments to acquire treasury stock, including fees		—		(113)



Other financing, net		(11)		(7)
Net cash used in financing activities		(725)		(587)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		4		(14)

Decrease in cash, cash equivalents and restricted cash		(570)		(682)
Cash, cash equivalents and restricted cash at beginning of period		1,139		1,909
Cash, Cash Equivalents and Restricted Cash at End of Period		$	569	$	1,227

~~(1)~~

Captions were changed in 2022 to reflect the inclusion of expense and contributions for our Retiree Health plans, which were previously reported as part of the Increase in accrued compensation. There was no change to Net cash (used in) provided by operating activities as a result of the reclassification. Prior year amounts have been revised to conform to this presentation. Refer to Note 16 - Employee Benefit Plans for additional information.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Xerox ~~2022~~2023 Form 10-Q 6

XEROX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Revenues	Revenues									Revenues
Sales	Sales	$	667	$	670	$	1,259	$	1,272	Sales	$	696	$	667	$	1,355	$	1,259
Services, maintenance and rentals	Services, maintenance and rentals	1,028		1,067		2,051		2,120		Services, maintenance and rentals	1,009		1,028		2,013		2,051
Financing	Financing	52		56		105		111		Financing	49		52		101		105
Total Revenues	Total Revenues	1,747		1,793		3,415		3,503		Total Revenues	1,754		1,747		3,469		3,415
Costs and Expenses	Costs and Expenses									Costs and Expenses
Cost of sales	Cost of sales	487		468		922		888		Cost of sales	452		487		877		922
Cost of services, maintenance and rentals	Cost of services, maintenance and rentals	677		658		1,356		1,309		Cost of services, maintenance and rentals	671		677		1,336		1,356
Cost of financing	Cost of financing	26		28		50		56		Cost of financing	34		26		70		50
Research, development and engineering expenses	Research, development and engineering expenses	84		79		162		153		Research, development and engineering expenses	57		84		121		162
Selling, administrative and general expenses	Selling, administrative and general expenses	459		434		914		882		Selling, administrative and general expenses	433		459		840		914

Restructuring and related costs, net	Restructuring and related costs, net	1		12		19		29		Restructuring and related costs, net	23		1		25		19
Amortization of intangible assets	Amortization of intangible assets	10		14		21		29		Amortization of intangible assets	10		10		21		21

PARC donation										PARC donation	132		—		132		—
Other expenses, net	Other expenses, net	8		1		65		5		Other expenses, net	31		8		51		65
Total Costs and Expenses	Total Costs and Expenses	1,752		1,694		3,509		3,351		Total Costs and Expenses	1,843		1,752		3,473		3,509
(Loss) Income before Income Taxes and Equity Income		(5)		99		(94)		152
Income tax expense (benefit)		1		9		(30)		23
Loss before Income Taxes and Equity Income										Loss before Income Taxes and Equity Income	(89)		(5)		(4)		(94)
Income tax (benefit) expense										Income tax (benefit) expense	(28)		1		(14)		(30)
Equity in net income of unconsolidated affiliates	Equity in net income of unconsolidated affiliates	1		1		2		1		Equity in net income of unconsolidated affiliates	1		1		1		2

Net (Loss) Income	Net (Loss) Income	(5)		91		(62)		130		Net (Loss) Income	(60)		(5)		11		(62)
Less: Net loss attributable to noncontrolling interests		(1)		—		(2)		—
Less: Net income (loss) attributable to noncontrolling interests										Less: Net income (loss) attributable to noncontrolling interests	1		(1)		1		(2)

Net (Loss) Income Attributable to Xerox	Net (Loss) Income Attributable to Xerox	$	(4)	$	91	$	(60)	$	130	Net (Loss) Income Attributable to Xerox	$	(61)	$	(4)	$	10	$	(60)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Xerox ~~2022~~2023 Form 10-Q 7

XEROX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Net (Loss) Income	Net (Loss) Income	$	(5)	$	91	$	(62)	$	130	Net (Loss) Income	$	(60)	$	(5)	$	11	$	(62)
Less: Net loss attributable to noncontrolling interests		(1)		—		(2)		—
Less: Net income (loss) attributable to noncontrolling interests										Less: Net income (loss) attributable to noncontrolling interests	1		(1)		1		(2)

Net (Loss) Income Attributable to Xerox	Net (Loss) Income Attributable to Xerox	(4)		91		(60)		130		Net (Loss) Income Attributable to Xerox	(61)		(4)		10		(60)

Other Comprehensive (Loss) Income, Net(1)
Other Comprehensive Income (Loss), Net(1)										Other Comprehensive Income (Loss), Net(1)
Translation adjustments, net	Translation adjustments, net	(287)		54		(359)		3		Translation adjustments, net	49		(287)		141		(359)
Unrealized losses, net	Unrealized losses, net	(14)		—		(25)		(7)		Unrealized losses, net	(5)		(14)		(1)		(25)
Changes in defined benefit plans, net	Changes in defined benefit plans, net	3		16		42		71		Changes in defined benefit plans, net	(27)		3		(41)		42

Other Comprehensive (Loss) Income, Net Attributable to Xerox		(298)		70		(342)		67
Other Comprehensive Income (Loss), Net										Other Comprehensive Income (Loss), Net	17		(298)		99		(342)
Less: Other comprehensive loss, net attributable to noncontrolling interests										Less: Other comprehensive loss, net attributable to noncontrolling interests	—		—		(1)		—
Other Comprehensive Income (Loss), Net Attributable to Xerox										Other Comprehensive Income (Loss), Net Attributable to Xerox	17		(298)		100		(342)

Comprehensive (Loss) Income, Net	Comprehensive (Loss) Income, Net	(303)		161		(404)		197		Comprehensive (Loss) Income, Net	(43)		(303)		110		(404)
Less: Comprehensive loss, net attributable to noncontrolling interests		(1)		—		(2)		—
Less: Comprehensive income (loss), net attributable to noncontrolling interests										Less: Comprehensive income (loss), net attributable to noncontrolling interests	1		(1)		—		(2)

Comprehensive (Loss) Income, Net Attributable to Xerox	Comprehensive (Loss) Income, Net Attributable to Xerox	$	(302)	$	161	$	(402)	$	197	Comprehensive (Loss) Income, Net Attributable to Xerox	$	(44)	$	(302)	$	110	$	(402)

_____________

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Xerox ~~2022~~2023 Form 10-Q 8

XEROX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	(in millions)	June 30, 2022		December 31, 2021		(in millions)	June 30, 2023		December 31, 2022
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	1,151	$	1,840	Cash and cash equivalents	$	477	$	1,045
Accounts receivable (net of allowance of $63 and $58, respectively)		852		818
Billed portion of finance receivables (net of allowance of $3 and $4, respectively)		83		94
Accounts receivable (net of allowance of $58 and $52, respectively)						Accounts receivable (net of allowance of $58 and $52, respectively)	903		857
Billed portion of finance receivables (net of allowance of $4 and $4, respectively)						Billed portion of finance receivables (net of allowance of $4 and $4, respectively)	70		93
Finance receivables, net	Finance receivables, net	1,019		1,042		Finance receivables, net	940		1,061
Inventories	Inventories	765		696		Inventories	782		797

Other current assets	Other current assets	232		211		Other current assets	218		254
Total current assets	Total current assets	4,102		4,701		Total current assets	3,390		4,107
Finance receivables due after one year (net of allowance of $113 and $114, respectively)		1,845		1,934
Finance receivables due after one year (net of allowance of $99 and $113, respectively)						Finance receivables due after one year (net of allowance of $99 and $113, respectively)	1,697		1,948
Equipment on operating leases, net	Equipment on operating leases, net	226		253		Equipment on operating leases, net	259		235
Land, buildings and equipment, net	Land, buildings and equipment, net	334		358		Land, buildings and equipment, net	281		320

Intangible assets, net	Intangible assets, net	223		211		Intangible assets, net	194		208
Goodwill		3,217		3,287
Goodwill, net						Goodwill, net	2,751		2,820
Deferred tax assets	Deferred tax assets	539		519		Deferred tax assets	620		582
Other long-term assets	Other long-term assets	1,769		1,952		Other long-term assets	1,353		1,302
Total Assets	Total Assets	$	12,255	$	13,215	Total Assets	$	10,545	$	11,522
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Short-term debt and current portion of long-term debt	Short-term debt and current portion of long-term debt	$	1,108	$	650	Short-term debt and current portion of long-term debt	$	891	$	860
Accounts payable	Accounts payable	1,207		1,069		Accounts payable	1,041		1,331
Accrued compensation and benefits costs	Accrued compensation and benefits costs	233		239		Accrued compensation and benefits costs	251		258

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	819		823		Accrued expenses and other current liabilities	718		834
Total current liabilities	Total current liabilities	3,367		2,781		Total current liabilities	2,901		3,283
Long-term debt	Long-term debt	1,269		2,102		Long-term debt	728		1,370
Related party debt	Related party debt	1,495		1,494		Related party debt	1,497		1,496
Pension and other benefit liabilities	Pension and other benefit liabilities	1,310		1,373		Pension and other benefit liabilities	1,206		1,175
Post-retirement medical benefits	Post-retirement medical benefits	242		277		Post-retirement medical benefits	179		184
Other long-term liabilities	Other long-term liabilities	433		481		Other long-term liabilities	394		411
Total Liabilities	Total Liabilities	8,116		8,508		Total Liabilities	6,905		7,919

Commitments and Contingencies (See Note 22)		0		0
Commitments and Contingencies (See Note 21)						Commitments and Contingencies (See Note 21)

Noncontrolling Interests	Noncontrolling Interests	10		10		Noncontrolling Interests	10		10

Additional paid-in capital	Additional paid-in capital	3,630		3,202		Additional paid-in capital	3,708		3,693

Retained earnings	Retained earnings	3,820		4,476		Retained earnings	3,351		3,427
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(3,330)		(2,988)		Accumulated other comprehensive loss	(3,437)		(3,537)
Xerox shareholder's equity	Xerox shareholder's equity	4,120		4,690		Xerox shareholder's equity	3,622		3,583
Noncontrolling interests	Noncontrolling interests	9		7		Noncontrolling interests	8		10
Total Equity	Total Equity	4,129		4,697		Total Equity	3,630		3,593
Total Liabilities and Equity	Total Liabilities and Equity	$	12,255	$	13,215	Total Liabilities and Equity	$	10,545	$	11,522

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Xerox ~~2022~~2023 Form 10-Q 9

XEROX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended
June 30,
(in millions) 2022 2021
Cash Flows from Operating Activities
Net (Loss) Income $ (62) $ 130
Adjustments required to reconcile Net (loss) income to Cash flows (used in) provided by operating activities
Depreciation and amortization 140 170
Provisions 35 34
Net gain on sales of businesses and assets (1) (1)
Stock-based compensation 50 30
Restructuring and asset impairment charges 22 25
Payments for restructurings (21) (49)
Non-service retirement-related costs(1)
(11) (42)
Contributions to retirement plans(1)
(72) (80)
(Increase) decrease in accounts receivable and billed portion of finance receivables (49) 37
(Increase) decrease in inventories (95) 4
Increase in equipment on operating leases (47) (63)
Decrease in finance receivables 17 12
Decrease in other current and long-term assets 35 66
Increase (decrease) in accounts payable 172 (33)
Increase in accrued compensation(1)
7 16
(Decrease) increase in other current and long-term liabilities (48) 92
Net change in income tax assets and liabilities (76) 2
Net change in derivative assets and liabilities (6) (2)
Other operating, net (9) (17)
Net cash (used in) provided by operating activities (19) 331
Cash Flows from Investing Activities
Cost of additions to land, buildings, equipment and software (29) (33)
Proceeds from sales of businesses and assets 26 1
Acquisitions, net of cash acquired (52) (37)
Net cash used in investing activities (55) (69)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 754 —
Payments on long-term debt (1,133) (209)
Distributions to parent (218) (542)
Other financing, net 3 1
Net cash used in financing activities (594) (750)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (14) —
Decrease in cash, cash equivalents and restricted cash (682) (488)
Cash, cash equivalents and restricted cash at beginning of period 1,909 2,691
Cash, Cash Equivalents and Restricted Cash at End of Period $ 1,227 $ 2,203

~~_____________~~


	Six Months Ended June 30,
(in millions)		2023		2022
Cash Flows from Operating Activities
Net Income (Loss)		$	11	$	(62)


Adjustments required to reconcile Net income (loss) to Cash flows provided by (used in) operating activities
Depreciation and amortization		126		140
Provisions		21		35

Net gain on sales of businesses and assets		(2)		(1)
PARC donation		132		—

Stock-based compensation		28		50

Restructuring and asset impairment charges		14		22
Payments for restructurings		(14)		(21)
Non-service retirement-related costs		10		(11)
Contributions to retirement plans		(32)		(72)
Increase in accounts receivable and billed portion of finance receivables		(36)		(49)
Decrease (increase) in inventories		12		(95)
Increase in equipment on operating leases		(77)		(47)
Decrease in finance receivables		407		17
Decrease in other current and long-term assets		15		35
(Decrease) increase in accounts payable		(290)		172
(Decrease) increase in accrued compensation		(7)		7
Decrease in other current and long-term liabilities		(139)		(48)
Net change in income tax assets and liabilities		(17)		(76)
Net change in derivative assets and liabilities		22		(6)
Other operating, net		(11)		(9)


Net cash provided by (used in) operating activities		173		(19)
Cash Flows from Investing Activities
Cost of additions to land, buildings, equipment and software		(15)		(29)


Proceeds from sales of businesses and assets		3		26
Acquisitions, net of cash acquired		(7)		(52)





Net cash used in investing activities		(19)		(55)
Cash Flows from Financing Activities
Net proceeds from short-term debt		200		—
Proceeds from issuance of long-term debt		—		754
Payments on long-term debt		(826)		(1,133)






Distributions to parent		(98)		(218)



Other financing, net		(4)		3
Net cash used in financing activities		(728)		(594)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		4		(14)

Decrease in cash, cash equivalents and restricted cash		(570)		(682)
Cash, cash equivalents and restricted cash at beginning of period		1,139		1,909
Cash, Cash Equivalents and Restricted Cash at End of Period		$	569	$	1,227

~~(1)~~

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Xerox ~~2022~~2023 Form 10-Q 10

XEROX HOLDINGS CORPORATION

XEROX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except per-share data and where otherwise noted)

Note 1 – Basis of Presentation

References to “Xerox Holdings” refer to Xerox Holdings Corporation and its consolidated subsidiaries, while references to “Xerox” refer to Xerox Corporation and its consolidated subsidiaries. References herein to “we,” “us,” “our,” and the “Company” refer collectively to both Xerox Holdings and Xerox unless the context suggests otherwise. References to "Xerox Holdings Corporation" refer to the stand-alone parent company and do not include its subsidiaries. References to "Xerox Corporation" refer to the stand-alone company and do not include its subsidiaries.

The accompanying unaudited Condensed Consolidated Financial Statements and footnotes represent the respective, consolidated results and financial results of Xerox Holdings and Xerox and all respective companies that each registrant directly or indirectly controls, either through majority ownership or otherwise. This is a combined report of Xerox Holdings and Xerox, which includes separate unaudited Condensed Consolidated Financial Statements for each registrant.

The accompanying unaudited Condensed Consolidated Financial Statements of both Xerox Holdings and Xerox have been prepared in accordance with the accounting policies described in the Combined ~~2021~~2022 Annual Report on Form 10-K ~~(2021~~(2022 Annual Report), except as noted herein, 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 (GAAP) have been condensed or omitted. You should read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements included in the ~~2021~~2022 Annual Report.

In our opinion, all adjustments 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 ~~“(Loss) Income~~“Loss before Income Taxes and Equity Income” as “pre-tax ~~(loss) income”~~loss”.

Notes to the Condensed Consolidated Financial Statements reflect the activity for both Xerox Holdings and Xerox for all periods presented, unless otherwise noted.

~~Segments~~

During the first quarter of 2022, the Company made a change to its reportable segments from 1 reportable segment to 2 reportable segments - Print and Other, and Financing (FITTLE) - to align with a change in how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), allocates resources and assesses performance against the Company’s key growth strategies. As such, prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments.

~~Refer to Note 4 - Segment Reporting for additional information regarding this change.~~

Goodwill

~~Interim Impairment Evaluation~~

Our ~~goodwill~~Goodwill, net balance was ~~$3.2 billion~~$2,751 and ~~$3.3 billion~~$2,820 at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. ~~The balance at December 31, 2021 reflects a pre-tax impairment charge of $781 recorded in the fourth quarter 2021 after completion of our fourth quarter annual goodwill impairment assessment.~~ We assess ~~goodwill~~Goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

~~As noted above,~~ The balance as of June 30, 2023 reflects the pre-tax write-off of $115 ($110 after-tax) of allocated Goodwill related to our donation of the Palo Alto Research Center (PARC) business during the ~~first quarter 2022,~~quarter. Refer to Note 6 - Divestiture for additional information regarding the Company made a change to its operating and reportable segments from 1 operating/reportable segment - Printing - to 2 operating/reportable segments - Print and Other, and Financing (FITTLE). As a result of the new operating and reportable segments, we also reassessed our reporting unitsPARC donation.

The Company's actual results for the evaluation of goodwill. Prior to this change, consistent with the determination that we had 1 operating/reportable segment, we determined that we had 1 reporting unit for goodwill assessment purposes. Our

~~Xerox 2022 Form 10-Q~~ 11

reassessment during the first quarter of 2022 determined that likewise consistent with the determination that we had 2 operating/reportable segments, we now have 2 reporting units – Print and Other, and Financing (FITTLE).

As a result of the change in reporting units, effective January 1, 2022, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that no goodwill was allocable to the Financing (FITTLE) segment. This determination was largely based on the fact that at this stage in the stand-up of the Financing (FITTLE) business,six months ended June 30, 2023 as well as its separate valuation is constrained and limited because the operation is significantly integrated with the Print and Other segment and is primarily an extension or enabler to facilitate the sale of the Company’s products. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2022 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2022.

During the first half of 2022, the Company continued to encounter significant operational challenges due to supply chain constraints, inflationary pressure on product and labor costs, geopolitical uncertainty in Europe and the continued impacts from additional COVID-19 variants. Operating results did improve in the second quarter 2022 as compared to the first quarter 2022 and operating results are expected to improve further in the second half of 2022 . The Company's latest projections for the full year ~~2022 as well as for~~ 2023 ~~and 2024 are still within the range of our sensitivity analysis performed~~were in line with expectations reviewed as part of our fourth quarter 2022 Goodwill qualitative assessment. In addition, discount rates and the ~~January 1, 2022 interim impairment assessment.~~Company’s market capitalization in the second quarter 2023 remained steady with the first quarter 2023 and year-end 2022. Accordingly, based on our interim assessment as of June 30, ~~2022,~~2023, we determined ~~that it was more-likely-than-not that the fair value of the Print and Other reporting unit (the only reporting unit with goodwill) was still greater than its net book value and~~ that we did not have a “triggering event” requiring a quantitative assessment of Goodwill. However, given macroeconomic conditions, specifically rising interest rates and their impact on discount rates, our goodwill excess fair value over carrying value is likely reduced as compared to the impairment test as of January 1, 2022.

If ~~assumptions or estimates with respect to~~ the Company's future performance ~~vary~~varies from ~~what is expected,~~current expectations, assumptions, or estimates, including ~~those~~ assumptions ~~relating~~related to ~~the supply chain constraints, interest rates, inflationary pressure on product and labor costs, geopolitical uncertainty in Europe and the threat of additional COVID-19 variants,~~current macro-economic uncertainties, this may impact the impairment analysis and could reduce the underlying cash flows used to estimate fair values and result in a decline in fair value that may trigger future impairment charges. We will continue to monitor developments ~~in 2022~~throughout the remainder of 2023 including updates to our forecasts as well as discount rates and our market capitalization, and an update of our assessment and related estimates may be required in the future.

Xerox 2023 Form 10-Q 11

Note 2 – Recent Accounting Pronouncements

Xerox Holdings and Xerox consider the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). The ASUs listed below apply to both registrants. ASUs not listed below were assessed and determined to be not applicable to the Condensed Consolidated Financial Statements of either registrant.

Accounting Standard Updates to be Adopted:

~~Financial Instruments~~

~~In March 2022, the FASB issued~~ ~~ASU 2022-02~~, ~~Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures - Gross Write-offs.~~ The amendments in this update eliminate the accounting guidance for Troubled Debt Restructurings (TDRs) by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current-period gross write-offs by year of origination for financing receivables. The update is applicable for financing receivables and net investments in leases that are within the scope of ~~ASC 326-20~~, ~~Financial Instruments - Credit Losses - Measured at Amortized Cost~~. This update is effective for our fiscal year beginning on January 1, 2023, but early adoption is permitted. The provisions of this amendment are to be applied on a prospective basis. We are currently evaluating the impact of the adoption of this standard on the Company's consolidated financial statements and related disclosures.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which provided clarification guidance to ASU 2020-04. These ASUs were effective commencing with our quarter ended March 31, 2020 through December

~~Xerox 2022 Form 10-Q~~ 12

31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

There has been no material impact to date as a result of ~~ASU 2020-04 or ASU 2021-01 and subsequent amendments~~adopting these ASUs on reference rate reform. However, we continue to evaluate potential future impacts that may result from the discontinuation of LIBOR or other reference rates as well as the accounting provided in this update on our financial condition, results of operations, and cash flows.

Accounting Standard Updates Adopted in ~~2022:~~2023:

~~Government Assistance~~Liabilities

In ~~November 2021,~~September 2022, the FASB issued ASU ~~2021-10~~2022-04, ~~Government Assistance (Topic 832), Disclosures by Business Entities about Government~~Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ~~Assistance.~~ ~~The update increases~~that requires entities that use supplier finance programs in connection with the ~~transparency surrounding government assistance by requiring disclosure~~purchase of 1)goods and services to disclose the ~~types of assistancereceived, 2) an entity’s accounting for the assistance, and 3) the effect~~key terms of the ~~assistance on~~programs and information about obligations outstanding at the ~~entity’s~~end of the reporting period, including a rollforward of those obligations. The guidance does not affect the recognition, measurement or financial ~~statements. We adopted this update~~statement presentation of supplier finance program obligations. The new standard’s requirements to disclose the key terms of the programs and information about obligations outstanding were effective for our fiscal year beginning on January 1, 2022. The impact of adoption was not material to our Consolidated Financial Statements. Impacts on future periods will depend on the amounts of government assistance received. Prior to the COVID pandemic, the amounts of government assistance the Company received were not material and since the update is limited to increased disclosures, we do not expect the adoption to have a material impact on our financial condition, results of operations, and cash flows in future periods.

~~Business Combinations~~

~~In October 2021, the FASB issued~~ ~~ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~.2023. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. This approach differs from the currentstandard’s requirement to ~~measure contract assets and contract liabilities acquired in~~disclose a ~~business combination at fair value. We early adopted this update~~rollforward of obligations outstanding will be effective for our fiscal year beginning on January 1, ~~2022. The impact of adopting~~2024. Refer to Note 7 - Supplementary Financial Information for the new standard will depend on the magnitude of future acquisitions. The standard will not impact contract assets or liabilities acquired in business combinations that occurred prior to the adoption date and the adoption has not had a material impact on acquisitions made year to date.required disclosures effective January 1, 2023.

~~Debt~~Financial Instruments

In ~~August 2020,~~March 2022, the FASB issued ASU ~~2020-06~~2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures - Gross Write-offs. The amendments in this update eliminate the accounting guidance for Troubled Debt ~~with Conversion~~Restructurings (TDRs) by creditors while enhancing disclosure requirements for certain loan refinancing and ~~Other Options (Subtopic 470-20)~~restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current-period gross write-offs by year of origination for financing receivables. The disclosure of current-period gross write-offs by year of origination is applicable for financing receivables and ~~Derivatives and Hedging~~net investments in leases that are within the scope of ASC 326-20, Financial Instruments - ~~Contracts in Entity's Own Equity (Subtopic 815-40)~~Credit Losses - Measured at Amortized Cost. This update simplified the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amended the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and required the application of the if-converted method for calculating diluted earnings per share. We adopted this updatewas effective for our fiscal year beginning on January 1, ~~2022.~~2023. The ~~adoption~~provisions of this ~~update did not have~~amendment are to be applied on a ~~material impact on the Company’s consolidated financial statements and related disclosures.~~prospective basis. Refer to Note 9 - Finance Receivables, Net for required disclosures regarding gross write-offs by vintage year.

Other Updates

In ~~2022~~2023 and ~~2021,~~2022, the FASB also issued the following ASUs, which impact the Company but did not have, or are not expected to have, a material impact on our financial condition, results of operations or cash flows upon adoption. Those updates are as follows:

•Investments: ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). This update is effective for our fiscal year beginning January 1, 2024.

•Leases: ASU 2023-01, Leases (Topic 842): Common Control Arrangements. This update is effective for our fiscal year beginning January 1, 2024.

Xerox 2023 Form 10-Q 12

•Fair Value Measurement: ASU 2022-03, Fair Value Measurement (Topic 820),: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This update is effective for our fiscal year beginning January 1, 2024.

•Derivatives and Hedging: ASU 2022-01, Derivatives and Hedging (Topic 815),: Fair Value Hedging - Portfolio Layer Method.~~This update is effective for our fiscal year beginning January 1, 2023.~~

•~~Equity Instruments:~~ ~~ASU 2021-04~~, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options). This update was effective for our fiscal year beginning January 1, ~~2022.~~2023.

•~~Leases:~~ ~~ASU 2021-05, Leases - Certain Lease Payments with Variable Lease Payments (ASC 842).~~ ~~This update is effective for our fiscal year beginning January 1, 2022.~~

~~Xerox 2022 Form 10-Q~~ 13

Note 3 – Revenue

Revenues disaggregated by primary geographic markets, major product lines, and sales channels are as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Primary geographical markets(1):	Primary geographical markets(1):									Primary geographical markets(1):
United States	United States	$	992	$	1,015	$	1,932	$	1,989	United States	$	982	$	992	$	1,929	$	1,932
Europe	Europe	467		514		933		1,013		Europe	497		467		971		933
Canada	Canada	135		104		250		197		Canada	136		135		280		250
Other	Other	153		160		300		304		Other	139		153		289		300
Total Revenues	Total Revenues	$	1,747	$	1,793	$	3,415	$	3,503	Total Revenues	$	1,754	$	1,747	$	3,469	$	3,415

Major product and services lines:	Major product and services lines:									Major product and services lines:
Equipment	Equipment	$	366	$	429	$	680	$	810	Equipment	$	420	$	366	$	811	$	680
Supplies, paper and other sales(2)	Supplies, paper and other sales(2)	301		241		579		462		Supplies, paper and other sales(2)	276		301		544		579
Maintenance agreements~~(2)~~(3)	Maintenance agreements~~(2)~~(3)	446		448		875		883		Maintenance agreements~~(2)~~(3)	419		446		828		875
Service arrangements~~(3)~~(4)	Service arrangements~~(3)~~(4)	478		508		964		997		Service arrangements~~(3)~~(4)	499		478		994		964
Rental and other	Rental and other	104		111		212		240		Rental and other	91		104		191		212
Financing	Financing	52		56		105		111		Financing	49		52		101		105

Total Revenues	Total Revenues	$	1,747	$	1,793	$	3,415	$	3,503	Total Revenues	$	1,754	$	1,747	$	3,469	$	3,415

Sales channels:	Sales channels:									Sales channels:

Direct equipment lease~~(4)~~(5)	Direct equipment lease~~(4)~~(5)	$	144	$	189	$	279	$	336	Direct equipment lease~~(4)~~(5)	$	245	$	144	$	475	$	279
Distributors & resellers~~(5)~~(6)	Distributors & resellers~~(5)~~(6)	298		289		559		543		Distributors & resellers~~(5)~~(6)	261		298		521		559
Customer direct	Customer direct	225		192		421		393		Customer direct	190		225		359		421
Total Sales	Total Sales	$	667	$	670	$	1,259	$	1,272	Total Sales	$	696	$	667	$	1,355	$	1,259

_____________

(1)Geographic area data is based upon the location of the subsidiary reporting the revenue.

(2)Other sales include revenues associated with IT hardware.

(3)Includes revenues from maintenance agreements on sold equipment as well as IT services and revenues associated with service agreements sold through our channel ~~partners as Xerox Partner Print Services (XPPS).~~partners.

~~(3)~~(4)Primarily includes revenues from our ~~Managed Services arrangements. Also includes~~Print and digital services outsourcing arrangements, including revenues from embedded operating leases in ~~our Managed Service~~those arrangements, which were not significant.

~~(4)~~(5)Primarily reflects sales through bundled lease arrangements.

~~(5)~~(6)Primarily reflects sales through our two-tier distribution channels.

Contract Assets and Liabilities: We normally do not have contract assets, which are primarily unbilled accounts receivable that are conditional on something other than the passage of time. Our contract liabilities, which represent billings in excess of revenue recognized, are primarily related to advance billings for maintenance and other services to be performed and were approximately ~~$144~~$137 and ~~$144~~$131 at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The majority of the balance at June 30, ~~2022~~2023 will be amortized to revenue over approximately the next 30 months.

Contract Costs: Incremental direct costs of obtaining a contract primarily include sales commissions paid to ~~sales people~~salespeople and agents in connection with the placement of equipment with associated post sale services arrangements. These costs are deferred and amortized on the straight-line basis over the estimated contract term, which is currently estimated to be approximately four years. We pay commensurate sales commissions upon customer renewals, therefore our amortization period is aligned to our initial contract term.

Xerox 2023 Form 10-Q 13

Incremental direct costs are as follows:

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Incremental direct costs of obtaining a contract $ 15 $ 17 $ 28 $ 30
Amortization of incremental direct costs 16 18 34 37

~~Xerox 2022 Form 10-Q~~ 14


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Incremental direct costs of obtaining a contract	$	18	$	15	$	34	$	28
Amortization of incremental direct costs	16		16		32		34

The balance of deferred incremental direct costs net of accumulated amortization at June 30, ~~2022~~2023 and December 31, ~~2021~~2022 was ~~$124~~$127 and ~~$132,~~$125, respectively. This amount is expected to be amortized over its estimated period of benefit, which we currently estimate to be approximately four years.

We may also incur costs associated with our services arrangements to generate or enhance resources and assets that will be used to satisfy our future performance obligations included in these arrangements. These costs are considered contract fulfillment costs and are amortized over the contractual service period of the arrangement to cost of services. In addition, we provide inducements to certain customers in various forms, including contractual credits, which are capitalized and amortized as a reduction of revenue over the term of the contract. AsThe balance of ~~June 30, 2022 and December 31, 2021, amounts deferred associated with~~ contract fulfillment costs and inducements ~~were $12~~net of accumulated amortization at June 30, 2023 and ~~$15, respectively,~~December 31, 2022 was $7 and ~~the~~$10, respectively. The related amortization was $2 and $2 for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and $3$2 and $3 for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Equipment and software used in the fulfillment of service arrangements, and where the Company retains control, are capitalized and depreciated over the shorter of their useful life or the term of the contract if an asset is contract specific.

Note 4 – Segment Reporting

Our reportable segments are aligned with how we manage the business and view the markets we serve. ~~During the first quarter of 2022, the Company changed to its reportable segments from 1 reportable segment to 2~~We have two reportable segments - Print and Other, and Financing (FITTLE) ~~to align with a change in how~~. Our two reportable segments are determined based on the information reviewed by the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), ~~allocates resources and assesses performance against the Company’s key growth strategies. Our 2 reportable segments are based on the information reviewed by the CODM~~ together with the Company’s management to evaluate performance of the business and allocate resources. ~~As such, prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments.~~

During 2021 we progressed with internally standing up of 3 new businesses: Software (CareAR), Financing (FITTLE) and Innovation (PARC). As a result of this effort, during the first quarter of 2022, we reassessed our operating and reportable segments and determined that, based on the financial information reviewed by our CODM as well as the CEO’s management and assessment of the Company’s operations, we had 2 operating and reportable segments - Print and Other, and Financing.

•~~Print and Other~~ ~~- the design, development and sale of document management systems, solutions and services as well as associated technology offerings including IT and software products and services.~~

•~~Financing (FITTLE)~~ ~~– primarily provides financing for the sales of Xerox equipment.~~

We also determined that the other businesses – Software and Innovation - did not meet the requirements to be considered separate operating segments largely due to their continued management through the Print and Other Segment as well as their immateriality to our results at this stage. Accordingly, those groups will continue to be reported as part of the Print and Other Segment.

Our Print and Other segment includes the sale of document systems, supplies and technical services and managed services. The segment also includes the delivery of managed services that involve a continuum of solutions and services that help our customers optimize their print and communications infrastructure, apply automation and simplification to maximize productivity, and ensure the highest levels of security. This segment also includes IT services and software. Our product groupings range from:

•“Entry”, which include A4 devices and desktop printers and multifunction devices that primarily serve small and medium workgroups/work teams.

•“Mid-Range”, which include A3 devices that generally serve large workgroup/work ~~teams~~team environments as well as products in the Light Production ~~monochrome and color segments~~product groups serving centralized print centers, print for pay and ~~lower~~low volume production print establishments.

•“High-End”, which include production printing and publishing systems that generally serve the graphic communications marketplace and print centers in 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 also include commissions and other payments from ~~the Financing~~our FITTLE segment for the exclusive right to provide lease financing for Xerox products. These revenues are reported as part of Intersegment Revenues, which are eliminated in consolidated revenues.

~~Xerox 2022 Form 10-Q~~ 15

The ~~Financing (FITTLE)~~FITTLE segment provides global leasing solutions ~~through either bundled or unbundled~~and currently offers lease ~~agreements of Xerox products or direct purchases of equipment. These leasing solutions support a wide range of customers, from government to graphic communications and SMB to Enterprise as well as~~ financing for direct channel customer purchases of ~~both~~Xerox equipment through bundled lease agreements, lease financing to end-user customers who purchase Xerox and non-Xerox equipment through our indirect channels and leasing solutions for OEMs of print and non-print related office equipment and IT services equipment. Segment revenues primarily ~~includes~~include financing income on sales-type leases ~~operating lease income~~ (including ~~month to month rentals and~~month-to-month extensions) and leasing fees. Segment revenues also include gains/losses from the sale of finance receivables including commissions, fees on the sales of underlying equipment residuals and servicing fees.

Xerox 2023 Form 10-Q 14

Segment Policy

We derive the results of our business segments directly from our internal management reporting system. The accounting policies that the Company uses to derive its segment results are substantially the same as those used by the Company in preparing its consolidated financial statements. The segment results include a significant level of management estimates regarding the allocation of revenues such as finance income in bundled lease arrangements and other leasing revenues ~~and operating lease revenues embedded in our managed services contracts~~ as well as the allocation of expenses for shared selling and administrative services. Accordingly, the financial results for the ~~Financing segment~~segments may not be indicative of the results the ~~business~~businesses would have as on a standalone basis or what might be presented for the ~~business~~businesses in stand-alone financial statements. The CODM measures the performance of each segment based on several metrics, including segment revenues and profit. The CODM uses these results, in part, to evaluate the performance of, and to allocate resources to each segment. The ~~Financing (FITTLE)~~FITTLE segment also includes interest expense associated with allocated debt of the Company in support of its Finance ~~assets,~~Receivables, while no interest expense is allocated to the Print and Other segment.

Selected financial information for our reportable segments was as follows:


		Three Months Ended June 30,																			Three Months Ended June 30,
		2022									2021										2023									2022(1)
		Print and Other			Financing (FITTLE)			Total			Print and Other			Financing (FITTLE)			Total				Print and Other			FITTLE			Total			Print and Other			FITTLE			Total
External net revenue		$	1,599		$	148		$	1,747		$	1,619		$	174		$	1,793
Intersegment net revenue(1)		34			3			37			53			3			56
Total Segment net revenue		$	1,633		$	151		$	1,784		$	1,672		$	177		$	1,849
External revenue																				External revenue	$	1,653		$	101		$	1,754		$	1,651		$	96		$	1,747
Intersegment revenue(2)																				Intersegment revenue(2)	21			—			21			22			—			22
Total Segment revenue																				Total Segment revenue	$	1,674		$	101		$	1,775		$	1,673		$	96		$	1,769

Segment profit	Segment profit	$	18		$	17		$	35		$	111		$	15		$	126		Segment profit	$	107		$	—		$	107		$	29		$	6		$	35
Segment margin~~(2)~~(3)	Segment margin~~(2)~~(3)	1.1		%	11.5		%	2.0		%	6.9		%	8.6		%	7.0		%	Segment margin~~(2)~~(3)	6.5		%	—		%	6.1		%	1.8		%	6.3		%	2.0		%

Depreciation and amortization	Depreciation and amortization	$	28		$	30		$	58		$	29		$	41		$	70		Depreciation and amortization	$	52		$	—		$	52		$	58		$	—		$	58

Interest income	Interest income	—			52			52			—			56			56			Interest income	—			49			49			—			52			52
Interest expense~~(3)~~	Interest expense~~(3)~~	—			28			28			—			30			30			Interest expense~~(3)~~	—			34			34			—			26			26

Six Months Ended June 30,
2022 2021
Print and Other Financing (FITTLE) Total Print and Other Financing (FITTLE) Total
External net revenue $ 3,112 $ 303 $ 3,415 $ 3,152 $ 351 $ 3,503
Intersegment net revenue(1)
71 6 77 101 6 107
Total Segment net revenue $ 3,183 $ 309 $ 3,492 $ 3,253 $ 357 $ 3,610
Segment (loss) profit $ (2) $ 34 $ 32 $ 182 $ 33 $ 215
Segment (loss) margin(2)
(0.1) % 11.2 % 0.9 % 5.8 % 9.4 % 6.1 %
Depreciation and amortization $ 57 $ 62 $ 119 $ 58 $ 83 $ 141
Interest income — 105 105 — 111 111
Interest expense(3)
— 54 54 — 60 60


	Six Months Ended June 30,
	2023									2022(1)
	Print and Other			FITTLE			Total			Print and Other			FITTLE			Total
External revenue	$	3,266		$	203		$	3,469		$	3,221		$	194		$	3,415
Intersegment revenue(2)	44			—			44			45			—			45
Total Segment revenue	$	3,310		$	203		$	3,513		$	3,266		$	194		$	3,460

Segment profit	$	207		$	18		$	225		$	18		$	14		$	32
Segment margin(3)	6.3		%	8.9		%	6.5		%	0.6		%	7.2		%	0.9		%

Depreciation and amortization	$	105		$	—		$	105		$	119		$	—		$	119


Interest income	—			101			101			—			105			105
Interest expense	—			70			70			—			50			50

_____________

(1)Amounts for 2022 have been recasted to conform to the current year's reporting presentation. See the Segment Reporting Change section below.

(2)Intersegment ~~net~~ revenue is primarily commissions and other payments made by the ~~Financing~~FITTLE Segment ~~(FITTLE)~~ to the Print and Other Segment for the lease of Xerox ~~Equipment~~equipment placements.

~~(2)~~(3)Segment margin based on External ~~net~~ revenue only.

~~(3)~~

Interest expense for the Financing Segment includes non-financing interest expense on allocated debt associated with Equipment on operating lease of $2 and $2 for the three months ended June 30, 2022 and 2021, respectively, and $4 and $4 for the six months ended June 30, 2022 and 2021, respectively.

Xerox ~~2022~~2023 Form 10-Q 1615

Selected financial information for our reportable segments was as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue:										Revenue:
Total reported segments										Total reported segments	$	1,775	$	1,769	$	3,513	$	3,460
Elimination of intersegment revenue										Elimination of intersegment revenue	(21)		(22)		(44)		(45)
Total Revenue										Total Revenue	$	1,754	$	1,747	$	3,469	$	3,415

Pre-tax Income (Loss)										Pre-tax Income (Loss)
Total reported segments										Total reported segments	$	107	$	35	$	225	$	32

Pre-tax (Loss) Income
Total reported segments		$	35	$	126	$	32	$	215
Restructuring and related costs, net	Restructuring and related costs, net	(1)		(12)		(19)		(29)		Restructuring and related costs, net	(23)		(1)		(25)		(19)
Amortization of intangible assets	Amortization of intangible assets	(10)		(14)		(21)		(29)		Amortization of intangible assets	(10)		(10)		(21)		(21)
PARC donation										PARC donation	(132)		—		(132)		—
Accelerated share vesting	Accelerated share vesting	(21)		—		(21)		—		Accelerated share vesting	—		(21)		—		(21)
Other expenses, net	Other expenses, net	(8)		(1)		(65)		(5)		Other expenses, net	(31)		(8)		(51)		(65)
Total Pre-tax (loss) income		$	(5)	$	99	$	(94)	$	152
Total Pre-tax loss										Total Pre-tax loss	$	(89)	$	(5)	$	(4)	$	(94)

Depreciation and Amortization	Depreciation and Amortization									Depreciation and Amortization
Total reported segments	Total reported segments	$	58	$	70	$	119	$	141	Total reported segments	$	52	$	58	$	105	$	119
Amortization of intangible assets	Amortization of intangible assets	10		14		21		29		Amortization of intangible assets	10		10		21		21
Total Depreciation and amortization	Total Depreciation and amortization	$	68	$	84	$	140	$	170	Total Depreciation and amortization	$	62	$	68	$	126	$	140

Interest Expense
Interest Expense (1)										Interest Expense (1)
Total reported segments	Total reported segments	$	28	$	30	$	54	$	60	Total reported segments	$	34	$	26	$	70	$	50
Corporate	Corporate	21		22		48		44		Corporate	12		23		26		52
Total Interest expense	Total Interest expense	$	49	$	52	$	102	$	104	Total Interest expense	$	46	$	49	$	96	$	102

Interest Income	Interest Income									Interest Income
Total reported segments	Total reported segments	$	52	$	56	$	105	$	111	Total reported segments	$	49	$	52	$	101	$	105
Corporate	Corporate	3		1		4		2		Corporate	4		3		9		4
Total Interest income	Total Interest income	$	55	$	57	$	109	$	113	Total Interest income	$	53	$	55	$	110	$	109

_____________

(1)Amounts for 2022 have been recasted to conform to the current year's reporting presentation. See the Segment Reporting Change section below.

Segment Reporting Change

During the second quarter 2023, as a result of the recent strategic shift in the Company’s approach to funding FITTLE’s growth through finance receivables funding agreements that involve the sale of lease receivables, the measures for FITTLE’s segment revenues and profits used by our CODM were recasted as follows to correspond with this change in strategy:

•The management and oversight of the equipment on operating leases portion of our financing business was transferred from the FITTLE segment to the marketing and sales groups in the Print and Other segment since the finance receivable funding agreement currently exclude the sale of operating lease arrangements.

•The allocation of shared expenses as well as commissions and other payments made by the FITTLE segment to the Print and Other segment were recasted to better reflect the operations of FITTLE in line with the change in strategic direction.

The recasting of our segment measures align with the financial information used by our CODM in evaluating our reportable segments’ performance and allocating resources. The prior period amounts have been recasted to reflect the change in segment measures of revenue and profits.

Xerox 2023 Form 10-Q 16

The following provides the segment revenues and profits for each of the quarters of 2022 and the full-year 2022, and the first quarter 2023 periods, recasted to conform to our new segment measurements:


	2022										2023
	Q1		Q2		Q3		Q4		Full Year		Q1
Segment Revenues:

As Reported:
Print and Other	$	1,550	$	1,633	$	1,641	$	1,843	$	6,667	$	1,613
FITTLE	158		151		150		151		610		154
Intersegment revenue(1)	(40)		(37)		(40)		(53)		(170)		(52)
Total External Revenue	$	1,668	$	1,747	$	1,751	$	1,941	$	7,107	$	1,715

Change:
Print and Other	$	43	$	40	$	35	$	19	$	137	$	23
FITTLE	(60)		(55)		(52)		(50)		(217)		(52)
Intersegment revenue(1)	17		15		17		31		80		29
Total External Revenue	$	—	$	—	$	—	$	—	$	—	$	—

As Recasted:
Print and Other	$	1,593	$	1,673	$	1,676	$	1,862	$	6,804	$	1,636
FITTLE	98		96		98		101		393		102
Intersegment revenue(1)	(23)		(22)		(23)		(22)		(90)		(23)
Total External Revenue	$	1,668	$	1,747	$	1,751	$	1,941	$	7,107	$	1,715

_____________

(1)Intersegment revenue is primarily commissions and other payments made by the FITTLE Segment to the Print and Other Segment for the lease of Xerox equipment placements.


	2022										2023
	Q1		Q2		Q3		Q4		Full Year		Q1
Segment Profit/(Loss):

As Reported:
Print and Other	$	(20)	$	18	$	57	$	183	$	238	$	106
FITTLE	17		17		8		(5)		37		12
Total	$	(3)	$	35	$	65	$	178	$	275	$	118

Change:
Print and Other	$	9	$	11	$	6	$	(6)	$	20	$	(6)
FITTLE	(9)		(11)		(6)		6		(20)		6
Total	$	—	$	—	$	—	$	—	$	—	$	—

As Recasted:
Print and Other	$	(11)	$	29	$	63	$	177	$	258	$	100
FITTLE	8		6		2		1		17		18
Total	$	(3)	$	35	$	65	$	178	$	275	$	118

Xerox 2023 Form 10-Q 17

Note 5 – Lessor

Revenue from sales-type leases is presented on a gross basis when the Company enters into a lease to realize value from a product that it would otherwise sell in its ordinary course of business, whereas in transactions where the Company enters into a lease for the purpose of generating revenue by providing financing, the profit or loss, if any, is presented on a net basis. In addition, we have elected to account for sales tax and other similar taxes collected from a lessee as lessee costs and therefore we exclude these costs from contract consideration and variable consideration and present revenue net of these costs.

The components of lease income are as follows:


			Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended June 30,				Six Months Ended June 30,
		Location in Statements of (Loss) Income	2022		2021		2022		2021			Location in Statements of (Loss) Income	2023		2022		2023		2022
Revenue from sales type leases	Revenue from sales type leases	Sales	$	144	$	189	$	279	$	336	Revenue from sales type leases	Sales	$	245	$	144	$	475	$	279

Interest income on lease receivables	Interest income on lease receivables	Financing	52		56		105		111		Interest income on lease receivables	Financing	49		52		101		105

Lease income - operating leases	Lease income - operating leases	Services, maintenance and rentals	44		58		92		118		Lease income - operating leases	Services, maintenance and rentals	40		44		80		92
Variable lease income	Variable lease income	Services, maintenance and rentals	16		16		31		31		Variable lease income	Services, maintenance and rentals	16		16		33		31
Total Lease income	Total Lease income		$	256	$	319	$	507	$	596	Total Lease income		$	350	$	256	$	689	$	507

Profit at lease commencement on sales-type leases was estimated to be ~~$44~~$88 and ~~$57~~$44 for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$88~~$168 and ~~$101~~$88 for the six months ended June 30, 2023 and 2022, respectively.

Note 6 – Divestiture

Donation of Palo Alto Research Center (PARC)

On April 29, 2023, Xerox completed the donation of its Palo Alto Research Center (PARC) subsidiary to Stanford Research Institute International (SRI), a nonprofit research institute. The donation enables Xerox to focus on its core businesses and ~~2021, respectively.~~prioritize growth through its business technology solutions for customers in Print, as well as Digital Services and IT Services. The donation also allows PARC to reach its full potential through SRI’s resources and deep-tech expertise that will enable PARC to focus exclusively on the development of pioneering innovative technologies. The majority of patents held by PARC will be retained by Xerox with a perpetual license to use those patents being provided to SRI. Xerox, at its option, will also continue to receive certain research services from SRI. The donation resulted in a net charge of $132 in the second quarter 2023, which includes allocated Goodwill of $115, the carrying value of the net assets associated with PARC being donated of $13, and approximately $4 of other costs and expenses related to the donation. The allocation of Goodwill was based on the relative fair value of the PARC business to the total fair value for the Print and Other Segment/Reporting Unit, which it was part of prior to the donation. The estimated fair values of the PARC business as well as the Print and Other reporting unit are based on estimates and assumptions that are considered Level 3 inputs under the fair value hierarchy. Xerox also recorded a net income tax benefit of $40 related to the donation for a net after-tax loss on the donation of $92. The donation is not expected to materially impact current estimates of future projections with respect to results of operations or cash flows of the Company.

Xerox ~~2022~~2023 Form 10-Q 1718

~~Note 6 – Acquisitions and Investments~~

~~Acquisition~~

In the first quarter 2022, Xerox acquired Powerland, a leading IT services provider in Canada, for approximately $52 (CAD 66 million). The acquisition also includes contingent consideration up to approximately $22 (CAD 28 million) based on future performance of the acquisition over the next two years. The acquisition strengthens Xerox’s IT services offerings in North America, which include cloud, cyber security, end user computing and managed services. The goodwill associated with the acquisition of Powerland is included in our Print and Other segment.

The operating results of this acquisition are not material to our financial statements and are included within our results from the acquisition date. The purchase price was all cash for 100% ownership of the acquired company and was primarily allocated to Intangible assets, net (approximately $39) and Goodwill (approximately $40), with the remainder to tangible assets and assumed/recorded liabilities. The allocations are based on preliminary management estimates, which continue to be reviewed, and are expected to be finalized by the end of 2022 and may include input and support from third-party valuations. Any adjustments to the preliminary allocations are not expected to be material.

Note 7 – Supplementary Financial Information

~~Government Assistance~~

In response to the COVID-19 pandemic, various governments employed temporary measures to provide aid and economic stimulus to companies through cash grants and credits or indirectly through payments to temporarily furloughed employees. Estimated savings from these various government assistance programs are recorded as follows in the Condensed Consolidated Statements of (Loss) Income:

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Cost of services, maintenance and rentals $ — $ 6 $ — $ 13
Selling, administrative and general expenses — 4 — 7
Total Estimated savings $ — $ 10 $ — $ 20

Cash, Cash Equivalents and Restricted Cash

Restricted cash primarily relates to escrow cash deposits made in Brazil associated with ongoing litigation as well as cash collections on finance receivables that were pledged for secured borrowings. As more fully discussed in Note 2221 - Contingencies and Litigation, various litigation matters in Brazil require us to make cash deposits to escrow as a condition of continuing the litigation. Restricted cash amounts are classified in our Condensed Consolidated Balance Sheets based on when the cash will be contractually or judicially released.

Cash, cash equivalents and restricted cash amounts are as follows:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	1,151	$	1,840	Cash and cash equivalents	$	477	$	1,045
Restricted cash	Restricted cash					Restricted cash
Litigation deposits in Brazil	Litigation deposits in Brazil	39		34		Litigation deposits in Brazil	43		39
Escrow and cash collections related to secured borrowing arrangements(1)	Escrow and cash collections related to secured borrowing arrangements(1)	36		32		Escrow and cash collections related to secured borrowing arrangements(1)	39		54
Other restricted cash	Other restricted cash	1		3		Other restricted cash	10		1
Total Restricted cash	Total Restricted cash	76		69		Total Restricted cash	92		94
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	1,227	$	1,909	Cash, cash equivalents and restricted cash	$	569	$	1,139

_____________

(1)Represents collections on finance receivables pledged for secured borrowings that will be remitted to lenders in the following month.

Restricted cash is reported in the Condensed Consolidated Balance Sheets as follows:

June 30,
2022 December 31,
2021
Other current assets $ 36 $ 33
Other long-term assets 40 36
Total Restricted cash $ 76 $ 69

~~Xerox 2022 Form 10-Q~~ 18


	June 30, 2023		December 31, 2022
Other current assets	$	49	$	55
Other long-term assets	43		39
Total Restricted cash	$	92	$	94

Supplemental Cash Flow Information

Summarized cash flow information is as follows:
Six Months Ended
June 30,
2022 2021
Provision for receivables $ 21 $ 15
Provision for inventory 14 19
Provision for product warranties 3 4
Depreciation of buildings and equipment 34 38
Depreciation and obsolescence of equipment on operating leases 62 83
Amortization of internal use software 23 20
Amortization of acquired intangible assets 21 29
Amortization of customer contract costs(1)
37 40
Cost of additions to land, buildings and equipment 19 12
Cost of additions to internal use software 10 21
Common stock dividends - Xerox Holdings 81 101
Preferred stock dividends - Xerox Holdings 7 7
Payments to noncontrolling interests 1 —
Investment from noncontrolling interests 5 5
Repurchases related to stock-based compensation - Xerox Holdings 10 14


	Location in Statement of Cash Flows	Six Months Ended June 30,
Source/(Use)			2023		2022
Provision for receivables	Operating		$	12	$	21
Provision for inventory	Operating		9		14
Depreciation of buildings and equipment	Operating		31		34
Depreciation and obsolescence of equipment on operating leases	Operating		55		62
Amortization of internal use software	Operating		19		23

Amortization of acquired intangible assets	Operating		21		21
Amortization of patents(1)	Operating		4		5
Amortization of customer contract costs(2)	Operating		34		37

Cost of additions to land, buildings and equipment	Investing		(11)		(19)
Cost of additions to internal use software	Investing		(4)		(10)
Payments to acquire noncontrolling interests - Xerox Holdings	Investing		(3)		(7)
Common stock dividends - Xerox Holdings	Financing		(81)		(81)
Preferred stock dividends - Xerox Holdings	Financing		(7)		(7)


Payments to noncontrolling interests	Financing		(2)		(1)
Investment from noncontrolling interests	Financing		—		5
Repurchases related to stock-based compensation - Xerox Holdings	Financing		(7)		(10)

_____________

(1)Amortization of patents is reported in Decrease in other current and long-term assets in the Condensed Consolidated Statements of Cash Flows.

(2)Amortization of customer contract costs is reported in Decrease in other current and long-term assets in the Condensed Consolidated Statements of Cash Flows. Refer to Note 3 - Revenue - Contract Costs for additional information.

Xerox 2023 Form 10-Q 19

Supplier Finance Programs

The Company has a program through a financial institution that enables vendors and suppliers, at their option, to receive early payment for their invoices. The program operates in a similar manner to a purchasing card program, however with this program the Company receives invoices associated with those vendors and suppliers participating in the program and confirms and validates those invoices and amounts due before passing the invoices on to the financial institution for early payment at a discounted amount. The financial institution subsequently invoices the Company for the stated or full amount of the invoices paid early and we are required to make payment within 45 days of the statement date. The overall impact of the program generally results in the Company paying its supplier and vendor invoices consistent with their original terms. This program is generally available to all non-inventory vendors and suppliers. Spending associated with this program during the three and six months ended June 30, 2023 was approximately $30 and $60, respectively. All outstanding amounts related to the program are recorded within Accounts payable in our Condensed Consolidated Balance Sheets, and the associated payments are included in operating activities within our Condensed Consolidated Statements of Cash Flows. The amount due to vendors and suppliers participating in this program and included in Accounts payable was approximately $35 and $40 as of June 30, 2023 and December 31, 2022, respectively.

Note 8 – Accounts Receivable, Net

Accounts receivable, net were as follows:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Invoiced	Invoiced	$	703	$	660	Invoiced	$	741	$	698
Accrued(1)	Accrued(1)	212		216		Accrued(1)	220		211
Allowance for doubtful accounts	Allowance for doubtful accounts	(63)		(58)		Allowance for doubtful accounts	(58)		(52)
Accounts receivable, net	Accounts receivable, net	$	852	$	818	Accounts receivable, net	$	903	$	857

_____________

(1)Accrued receivables include amounts to be invoiced in the subsequent quarter for current services provided.

The allowance for doubtful accounts was as follows:


		2022		2021			2023		2022
Balance at January 1st	Balance at January 1st	$	58	$	69	Balance at January 1st	$	52	$	58
Provision	Provision	9		4		Provision	3		9
Charge-offs	Charge-offs	(3)		(5)		Charge-offs	(5)		(3)
Recoveries and other(1)	Recoveries and other(1)	(1)		0		Recoveries and other(1)	3		(1)
Balance at March 31st	Balance at March 31st	63		68		Balance at March 31st	53		63
Provision	Provision	3		1		Provision	6		3
Charge-offs	Charge-offs	(2)		(2)		Charge-offs	(3)		(2)
Recoveries and other(1)	Recoveries and other(1)	(1)		1		Recoveries and other(1)	2		(1)
Balance at June 30th	Balance at June 30th	$	63	$	68	Balance at June 30th	$	58	$	63

_____________

(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.

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 based on an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends. Based on that assessment the allowance for doubtful accounts as a percent of gross accounts receivable was ~~6.9%~~6.0% at June 30, ~~2022~~2023 and ~~6.6%~~5.7% at December 31, ~~2021. The increase in the allowance is primarily due to an increased provision to cover expected write-offs of receivables in our Russian subsidiary.~~

~~Xerox 2022 Form 10-Q~~ 19

2022.

Accounts Receivable Sales Arrangements

Accounts receivable sales arrangements are utilized in the normal course of business as part of our cash and liquidity management. The accounts receivable sold are generally short-term trade receivables with payment due dates of less than 60 days. We have 1one facility in Europe that enables us to sell accounts receivable associated with our distributor network on an ongoing basis, without recourse. Under this arrangement, we sell our entire interest in the related accounts receivable for cash and no portion of the payment is held back or deferred by the purchaser.

Of the accounts receivable sold and derecognized from our balance sheet, ~~$84~~$76 and ~~$102~~$159 remained uncollected as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Xerox 2023 Form 10-Q 20

Accounts receivable sales activity was as follows:

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Accounts receivable sales(1)
$ 120 $ 125 $ 236 $ 232


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Accounts receivable sales(1)	$	88	$	120	$	174	$	236

____________

(1)Losses on sales were not material. Customers may also enter into structured-payable arrangements that require us to sell our receivables from that customer to a third-party financial institution, which then makes payments to us to settle the customer's receivable. In these instances, we ensure the sale of the receivables are bankruptcy-remote and the payment made to us is without recourse. The activity associated with these arrangements is not reflected in this disclosure, as payments under these arrangements have not been material and these are customer directed arrangements.

Note 9 -– Finance Receivables, Net

Finance receivables include sales-type leases and installment loans arising from the marketing of our equipment. These receivables are typically collateralized by a security interest in the underlying assets.

Finance receivables, net were as follows:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Gross receivables	Gross receivables	$	3,418	$	3,568	Gross receivables	$	3,133	$	3,593
Unearned income	Unearned income	(355)		(380)		Unearned income	(323)		(374)
Subtotal	Subtotal	3,063		3,188		Subtotal	2,810		3,219
Residual values	Residual values	—		—		Residual values	—		—
Allowance for doubtful accounts	Allowance for doubtful accounts	(116)		(118)		Allowance for doubtful accounts	(103)		(117)
Finance receivables, net	Finance receivables, net	2,947		3,070		Finance receivables, net	2,707		3,102
Less: Billed portion of finance receivables, net	Less: Billed portion of finance receivables, net	83		94		Less: Billed portion of finance receivables, net	70		93
Less: Current portion of finance receivables not billed, net	Less: Current portion of finance receivables not billed, net	1,019		1,042		Less: Current portion of finance receivables not billed, net	940		1,061
Finance receivables due after one year, net	Finance receivables due after one year, net	$	1,845	$	1,934	Finance receivables due after one year, net	$	1,697	$	1,948

Finance Receivables – Allowance for Credit Losses and Credit Quality

Our finance receivable portfolios are primarily in the U.S., Canada and EMEA. We generally establish customer credit limits and estimate the allowance for credit losses on a country or geographic basis. Customer credit limits are based upon an initial evaluation of the customer's credit quality and we adjust that limit accordingly based upon ongoing credit assessments of the customer, including payment history and changes in credit quality.

The allowance for doubtful credit losses is principally determined based on an assessment of origination year and past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends. Based on that assessment, the allowance for doubtful credit losses as a percentage of gross finance receivables (net of unearned income) was ~~3.8%~~3.7% at June 30, ~~2022~~2023 and ~~3.7% and 4.0%~~3.6% at December 31, ~~2021~~2022. Our finance receivable bad debt provision in the first quarter 2023 was a credit of $12 primarily related to a reserve release in the U.S. of approximately $12 due to the favorable reassessment of the credit exposure on a large customer receivable balance after a contract amendment which improved our credit position as well as a reserve release of approximately $5 related to the sale of finance receivables. The bad debt provision returned to normal trends in the second quarter 2023 and ~~2020, respectively.~~ was slightly higher than the prior year primarily due to increased finance lease originations.

Our allowance for doubtful finance receivables is effectively determined by geography. The risk characteristics in our finance receivable portfolio segments are generally consistent with the risk factors associated with the economies of the countries/regions included in those geographies. Since EMEA is comprised of various countries and regional economies, the risk profile within that portfolio segment is somewhat more diversified due to the varying economic conditions among and within the countries.

In determining the level of reserve required we critically assessed current and forecasted economic conditions and trends to ensure we objectively considered those expected impacts in the determination of our reserve. Our assessment also included a review of current portfolio credit metrics and the level of write-offs incurred over the past year.

~~Xerox 2022 Form 10-Q~~ 20

~~economies, the risk profile within that portfolio segment is somewhat more diversified due to the varying economic conditions among and within the countries.~~

~~Although actual finance receivable write-offs incurred to date continue to lag expectations, we~~ We believe our current reserve position remains sufficient to cover expected future losses that may result from current and future macro-economic ~~conditions. We continue to believe that uncertainties remain as economies continue to recover from the impacts of the COVID-19 pandemic and deal with recent macro-economic trends~~conditions including higher inflation, interest rates, and ~~inflation as well as~~ the ~~prospects~~potential for recessions in the geographic areas of a potential recession. In addition, there is also uncertainty regarding the impact the Russia/Ukraine war and related global sanctions will have on the macro or global economy. As a result of these uncertainties, our ~~reserves as a percent of receivables have remained elevated and fairly consistent subsequent to the first quarter 2020 increase to initially record expected losses from the COVID-19 pandemic.~~customers. We continue to monitor developments in future economic conditions and trends, and as a result, our reserves may need to be updated in future periods.

Xerox 2023 Form 10-Q 21

The allowance for doubtful accounts as well as the related investment in finance receivables were as follows:


											United States		Canada		EMEA(1)		Total
Balance at December 31, 2022										Balance at December 31, 2022	$	83	$	7	$	27	$	117
Provision										Provision	(15)		—		3		(12)
Charge-offs										Charge-offs	(5)		—		(2)		(7)
Recoveries and other(2)										Recoveries and other(2)	2		—		1		3
Balance at March 31, 2023										Balance at March 31, 2023	$	65	$	7	$	29	$	101
Provision										Provision	5		1		3		9
Charge-offs										Charge-offs	(4)		(1)		(4)		(9)
Recoveries and other(2)										Recoveries and other(2)	—		1		1		2
Balance at June 30, 2023										Balance at June 30, 2023	$	66	$	8	$	29	$	103

		United States		Canada		EMEA(1)		Total
Balance at December 31, 2021	Balance at December 31, 2021	$	77	$	11	$	30	$	118	Balance at December 31, 2021	$	77	$	11	$	30	$	118
Provision	Provision	3		—		3		6		Provision	3		—		3		6
Charge-offs	Charge-offs	(2)		(1)		(1)		(4)		Charge-offs	(2)		(1)		(1)		(4)
Recoveries and other(2)	Recoveries and other(2)	—		1		(1)		—		Recoveries and other(2)	—		1		(1)		—
Balance at March 31, 2022	Balance at March 31, 2022	78		11		31		120		Balance at March 31, 2022	$	78	$	11	$	31	$	120
Provision	Provision	—		1		3		4		Provision	—		1		3		4
Charge-offs	Charge-offs	(3)		(1)		(2)		(6)		Charge-offs	(3)		(1)		(2)		(6)
Recoveries and other(2)	Recoveries and other(2)	—		—		(2)		(2)		Recoveries and other(2)	—		—		(2)		(2)
Balance at June 30, 2022	Balance at June 30, 2022	$	75	$	11	$	30	$	116	Balance at June 30, 2022	$	75	$	11	$	30	$	116

Finance receivables as of June 30, 2022 collectively evaluated for impairment (3)		$	1,861	$	230	$	972	$	3,063

Balance at December 31, 2020		$	77	$	15	$	41	$	133
Provision		2		1		3		6
Charge-offs		(2)		—		(1)		(3)
Recoveries and other(2)		1		—		(2)		(1)
Balance at March 31, 2021		78		16		41		135
Provision		6		(1)		(3)		2
Charge-offs		(3)		(1)		(1)		(5)
Recoveries and other(2)		—		1		—		1
Balance at June 30, 2021		$	81	$	15	$	37	$	133

Finance receivables as of June 30, 2021 collectively evaluated for impairment(3)		$	1,845	$	283	$	1,122	$	3,250
Finance receivables collectively evaluated for impairment (3)										Finance receivables collectively evaluated for impairment (3)
June 30, 2023(3)										June 30, 2023(3)	$	1,444	$	244	$	1,122	$	2,810
June 30, 2022(3)										June 30, 2022(3)	$	1,861	$	230	$	972	$	3,063

_____________

(1)Includes developing market countries.

(2)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.

(3)Total Finance receivables exclude the allowance for credit losses of ~~$116~~$103 and ~~$133~~$116 at June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

In the U.S., customers are further evaluated by class based on the type of lease origination. The primary categories are direct, which primarily includes leases originated directly with ~~end~~end-user customers through bundled lease arrangements, and indirect, which primarily includes leases originated through our XBS sales channel and lease financing to end-user customers who purchased equipment we sold to distributors or resellers.

~~Xerox 2022 Form 10-Q~~ 21

We evaluate our customers based on the following credit quality indicators:

•Low Credit Risk: This rating includes accounts with excellent to good business credit, asset quality and 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 & Poor's (S&P) rating of BBB- or better. Loss rates in this category in the normal course are generally less than 1%.

•Average Credit Risk: 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 with such leases. Loss rates in this category in the normal course are generally in the range of 2% to 5%.

•High Credit Risk: 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 low and average credit risk evaluation 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 in the normal course are generally in the range of 7% to 10%.

Xerox 2023 Form 10-Q 22

Credit quality indicators are updated at least annually, or more frequently to the extent required by economic conditions, and the credit quality of any given customer can change during the life of the portfolio.

Details about our finance receivables portfolio based on geography, origination year and credit quality indicators are as follows:


		June 30, 2022															June 30, 2023
		2022		2021		2020		2019		2018		Prior		Total Finance Receivables			2023		2022		2021		2020		2019		Prior		Total Finance Receivables
United States (Direct)	United States (Direct)															United States (Direct)
Low Credit Risk	Low Credit Risk	$	80	$	124	$	104	$	74	$	44	$	9	$	435	Low Credit Risk	$	76	$	64	$	76	$	58	$	32	$	9	$	315
Average Credit Risk	Average Credit Risk	40		40		33		43		15		4		175		Average Credit Risk	43		44		63		31		21		4		206
High Credit Risk	High Credit Risk	28		82		60		24		9		4		207		High Credit Risk	19		39		28		29		10		4		129
Total	Total	$	148	$	246	$	197	$	141	$	68	$	17	$	817	Total	$	138	$	147	$	167	$	118	$	63	$	17	$	650
Charge-offs																Charge-offs	$	—	$	—	$	1	$	—	$	1	$	1	$	3

United States (Indirect)	United States (Indirect)															United States (Indirect)
Low Credit Risk	Low Credit Risk	$	111	$	189	$	108	$	67	$	24	$	3	$	502	Low Credit Risk	$	119	$	129	$	87	$	43	$	20	$	2	$	400
Average Credit Risk	Average Credit Risk	112		189		95		61		24		4		485		Average Credit Risk	97		124		79		34		15		2		351
High Credit Risk	High Credit Risk	11		23		14		6		3		—		57		High Credit Risk	11		14		10		5		2		1		43
Total	Total	$	234	$	401	$	217	$	134	$	51	$	7	$	1,044	Total	$	227	$	267	$	176	$	82	$	37	$	5	$	794
Charge-offs																Charge-offs	$	—	$	2	$	2	$	2	$	1	$	—	$	7

Canada	Canada															Canada
Low Credit Risk	Low Credit Risk	$	11	$	27	$	23	$	18	$	8	$	2	$	89	Low Credit Risk	$	23	$	27	$	19	$	14	$	8	$	1	$	92
Average Credit Risk	Average Credit Risk	18		29		28		22		10		3		110		Average Credit Risk	34		42		22		17		10		2		127
High Credit Risk	High Credit Risk	4		7		10		5		4		1		31		High Credit Risk	4		6		5		6		3		1		25
Total	Total	$	33	$	63	$	61	$	45	$	22	$	6	$	230	Total	$	61	$	75	$	46	$	37	$	21	$	4	$	244
Charge-offs																Charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

EMEA(1)	EMEA(1)															EMEA(1)
Low Credit Risk	Low Credit Risk	$	124	$	190	$	108	$	80	$	42	$	9	$	553	Low Credit Risk	$	158	$	240	$	139	$	69	$	36	$	12	$	654
Average Credit Risk	Average Credit Risk	73		120		80		62		26		7		368		Average Credit Risk	98		142		89		50		30		7		416
High Credit Risk	High Credit Risk	9		14		12		10		5		1		51		High Credit Risk	11		17		11		7		5		1		52
Total	Total	$	206	$	324	$	200	$	152	$	73	$	17	$	972	Total	$	267	$	399	$	239	$	126	$	71	$	20	$	1,122
Charge-offs																Charge-offs	$	—	$	3	$	—	$	1	$	1	$	—	$	5

Total Finance Receivables	Total Finance Receivables															Total Finance Receivables
Low Credit Risk	Low Credit Risk	$	326	$	530	$	343	$	239	$	118	$	23	$	1,579	Low Credit Risk	$	376	$	460	$	321	$	184	$	96	$	24	$	1,461
Average Credit Risk	Average Credit Risk	243		378		236		188		75		18		1,138		Average Credit Risk	272		352		253		132		76		15		1,100
High Credit Risk	High Credit Risk	52		126		96		45		21		6		346		High Credit Risk	45		76		54		47		20		7		249
Total	Total	$	621	$	1,034	$	675	$	472	$	214	$	47	$	3,063	Total	$	693	$	888	$	628	$	363	$	192	$	46	$	2,810
Total Charge-offs																Total Charge-offs	$	—	$	5	$	3	$	3	$	3	$	1	$	15

Xerox ~~2022~~2023 Form 10-Q 2223


		December 31, 2021															December 31, 2022
		2021		2020		2019		2018		2017		Prior		Total Finance Receivables			2022		2021		2020		2019		2018		Prior		Total Finance Receivables
United States (Direct)	United States (Direct)															United States (Direct)
Low Credit Risk	Low Credit Risk	$	148	$	121	$	98	$	68	$	21	$	3	$	459	Low Credit Risk	$	173	$	104	$	80	$	53	$	23	$	2	$	435
Average Credit Risk	Average Credit Risk	60		40		57		23		8		2		190		Average Credit Risk	83		36		26		28		7		2		182
High Credit Risk	High Credit Risk	91		73		31		16		6		1		218		High Credit Risk	71		70		49		18		6		2		216
Total	Total	$	299	$	234	$	186	$	107	$	35	$	6	$	867	Total	$	327	$	210	$	155	$	99	$	36	$	6	$	833

United States (Indirect)	United States (Indirect)															United States (Indirect)
Low Credit Risk	Low Credit Risk	$	235	$	145	$	100	$	43	$	11	$	—	$	534	Low Credit Risk	$	249	$	165	$	91	$	49	$	12	$	1	$	567
Average Credit Risk	Average Credit Risk	201		103		74		35		10		—		423		Average Credit Risk	210		156		73		40		11		—		490
High Credit Risk	High Credit Risk	24		15		8		4		1		—		52		High Credit Risk	22		20		9		5		2		—		58
Total	Total	$	460	$	263	$	182	$	82	$	22	$	—	$	1,009	Total	$	481	$	341	$	173	$	94	$	25	$	1	$	1,115

Canada	Canada															Canada
Low Credit Risk	Low Credit Risk	$	32	$	27	$	22	$	13	$	3	$	1	$	98	Low Credit Risk	$	31	$	22	$	17	$	12	$	5	$	—	$	87
Average Credit Risk	Average Credit Risk	34		34		27		15		6		1		117		Average Credit Risk	46		25		22		16		5		—		114
High Credit Risk	High Credit Risk	8		12		7		5		4		—		36		High Credit Risk	6		6		8		4		2		1		27
Total	Total	$	74	$	73	$	56	$	33	$	13	$	2	$	251	Total	$	83	$	53	$	47	$	32	$	12	$	1	$	228

EMEA(1)	EMEA(1)															EMEA(1)
Low Credit Risk	Low Credit Risk	$	229	$	143	$	121	$	71	$	22	$	6	$	592	Low Credit Risk	$	269	$	167	$	90	$	59	$	24	$	5	$	614
Average Credit Risk	Average Credit Risk	156		109		84		45		15		3		412		Average Credit Risk	152		105		63		43		15		3		381
High Credit Risk	High Credit Risk	18		15		13		8		3		—		57		High Credit Risk	17		13		9		7		2		—		48
Total	Total	$	403	$	267	$	218	$	124	$	40	$	9	$	1,061	Total	$	438	$	285	$	162	$	109	$	41	$	8	$	1,043

Total Finance Receivables	Total Finance Receivables															Total Finance Receivables
Low Credit Risk	Low Credit Risk	$	644	$	436	$	341	$	195	$	57	$	10	$	1,683	Low Credit Risk	$	722	$	458	$	278	$	173	$	64	$	8	$	1,703
Average Credit Risk	Average Credit Risk	451		286		242		118		39		6		1,142		Average Credit Risk	491		322		184		127		38		5		1,167
High Credit Risk	High Credit Risk	141		115		59		33		14		1		363		High Credit Risk	116		109		75		34		12		3		349
Total	Total	$	1,236	$	837	$	642	$	346	$	110	$	17	$	3,188	Total	$	1,329	$	889	$	537	$	334	$	114	$	16	$	3,219

_____________

(1)Includes developing market countries.

Xerox ~~2022~~2023 Form 10-Q 2324

The aging of our receivables portfolio is based upon the number of days an invoice is past due. Receivables that are more than 90 days past due are considered delinquent. Receivable losses are charged against the allowance when management believes the uncollectibility of the receivable is confirmed and is generally based on individual credit evaluations, results of collection efforts and specific circumstances of the customer. Subsequent recoveries, if any, are credited to the allowance.

We generally continue to maintain equipment on lease and provide services to customers that have invoices for finance receivables that are 90 days or more past due and, as a result of the bundled nature of billings, we also continue to accrue interest on those receivables. However, interest revenue for such billings is only recognized if collectability is deemed ~~reasonably assured.~~probable.

The aging of our billed finance receivables is as follows:


		June 30, 2022															June 30, 2023
		Current		31-90 Days Past Due		>90 Days Past Due		Total Billed		Unbilled		Total Finance Receivables		>90 Days and Accruing			Current		31-90 Days Past Due		>90 Days Past Due		Total Billed		Unbilled		Total Finance Receivables		>90 Days and Accruing
Direct	Direct	$	26	$	5	$	6	$	37	$	780	$	817	$	57	Direct	$	24	$	5	$	4	$	33	$	617	$	650	$	37
Indirect	Indirect	23		5		5		33		1,011		1,044		—		Indirect	16		4		3		23		771		794		—

Total United States	Total United States	49		10		11		70		1,791		1,861		57		Total United States	40		9		7		56		1,388		1,444		37
Canada	Canada	5		1		—		6		224		230		9		Canada	5		1		1		7		237		244		10

EMEA(1)	EMEA(1)	8		2		—		10		962		972		8		EMEA(1)	8		2		1		11		1,111		1,122		12

Total	Total	$	62	$	13	$	11	$	86	$	2,977	$	3,063	$	74	Total	$	53	$	12	$	9	$	74	$	2,736	$	2,810	$	59

		December 31, 2021															December 31, 2022
		Current		31-90 Days Past Due		>90 Days Past Due		Total Billed		Unbilled		Total Finance Receivables		>90 Days and Accruing			Current		31-90 Days Past Due		>90 Days Past Due		Total Billed		Unbilled		Total Finance Receivables		>90 Days and Accruing
Direct	Direct	$	28	$	7	$	7	$	42	$	825	$	867	$	61	Direct	$	30	$	6	$	6	$	42	$	791	$	833	$	47
Indirect	Indirect	28		5		4		37		972		1,009		—		Indirect	27		6		4		37		1,078		1,115		—

Total United States	Total United States	56		12		11		79		1,797		1,876		61		Total United States	57		12		10		79		1,869		1,948		47
Canada	Canada	6		1		—		7		244		251		9		Canada	5		1		—		6		222		228		6

EMEA(1)	EMEA(1)	9		2		1		12		1,049		1,061		13		EMEA(1)	9		2		1		12		1,031		1,043		12

Total	Total	$	71	$	15	$	12	$	98	$	3,090	$	3,188	$	83	Total	$	71	$	15	$	11	$	97	$	3,122	$	3,219	$	65

_____________

(1)Includes developing market countries

Sales of Receivables

In December 2022, the Company entered into a finance receivables funding agreement with an affiliate of HPS Investment Partners (HPS) pursuant to which the Company agreed to offer for sale, and HPS agreed to purchase, certain eligible pools of finance receivables on a monthly basis in transactions structured as "true sales at law" and bankruptcy remote transfers and we have received an opinion to that effect from outside legal counsel. Accordingly, the receivables sold were derecognized from our financial statements and HPS does not have recourse back to the Company for uncollectible receivables.

The finance receivables funding agreement has an initial term through January 31, 2024, with automatic one-year extensions thereafter, unless terminated by either the Company or HPS. Additionally, the Company will continue to service the lease receivables for a specified fee and will also be paid a commission on lease receivables sold under the finance receivables funding agreement.

During the second quarter 2023, the finance receivables funding agreement with HPS was amended to expand the pools of finance receivables eligible for sale and to include the sale of the underlying leased equipment to HPS. The commission paid by HPS was also accordingly amended to cover the value associated with the underlying equipment being sold to HPS. The company will retain a first right of refusal to repurchase the underlying equipment at the end of the lease term, to the extent offered for sale by HPS at its then fair value. The amendments were retroactive to prior sales but the adjusted impact on net proceeds and the gain/loss on prior sales was immaterial.

Of the finance receivables sold and derecognized from our balance sheet, $653 and $60 remained uncollected as of June 30, 2023, and December 31, 2022, respectively.

Xerox 2023 Form 10-Q 25

Finance receivable sales activity was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Finance receivable sales - net proceeds(1)	$	381	$	—	$	642	$	—
Gain on sale/Commissions(2)(3)	9		—		11		—

Servicing revenue(2)	$	2	$	—	$	3	$	—

_____________

(1)Cash proceeds were reported in Net cash provided by operating activities.

(2)Recorded in Services, maintenance and rentals as Other Revenue. Amounts include revenues associated with the sale of the underlying leased equipment.

(3)The three and six months ended June 30, 2023, includes $2, respectively, of revenues associated with the sale of the underlying leased equipment and which are expected to be paid over the term of the agreements.

Secured Borrowings and Collateral

In 2022 and 2021, we sold certain finance receivables to consolidated special purpose entities included in our Condensed Consolidated Balance Sheet as collateral for secured loans.

Refer to Note 13 - Debt for additional information related to these arrangements.

Note 10 – Inventories and Equipment on Operating Leases, Net

The following is a summary of Inventories by major category:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Finished goods	Finished goods	$	607	$	568	Finished goods	$	633	$	640
Work-in-process	Work-in-process	46		43		Work-in-process	46		45
Raw materials	Raw materials	112		85		Raw materials	103		112
Total Inventories	Total Inventories	$	765	$	696	Total Inventories	$	782	$	797

The transfer of equipment from our inventories to equipment subject to an operating lease is presented in our Condensed Consolidated Statements of Cash Flows in the operating activities section. Equipment on operating leases and similar arrangements ~~consists~~consist of our equipment rented to customers and depreciated to estimated salvage value at the end of the lease term.

~~Xerox 2022 Form 10-Q~~ 24

Equipment on operating leases and the related accumulated depreciation ~~were~~are as follows:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Equipment on operating leases	Equipment on operating leases	$	1,188	$	1,266	Equipment on operating leases	$	1,128	$	1,163
Accumulated depreciation	Accumulated depreciation	(962)		(1,013)		Accumulated depreciation	(869)		(928)
Equipment on operating leases, net	Equipment on operating leases, net	$	226	$	253	Equipment on operating leases, net	$	259	$	235

Total contingent rentals on operating leases, consisting principally of usage charges in excess of minimum contracted amounts, were $16 and $16 for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$31~~$33 and $31 for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Secured Borrowings and Collateral

In 2021, we sold the rights to payments under operating leases to a consolidated special purpose entity included in our Condensed Consolidated Balance Sheet as collateral for a secured loan.

Refer to Note 13 - Debt for additional information related to this arrangement.

Xerox 2023 Form 10-Q 26

Note 11 – Lessee

Operating Leases

We have operating leases for real estate and vehicles in our domestic and international operations, and for certain equipment in our domestic operations. Additionally, we have identified embedded operating leases within certain supply chain contracts for warehouses, primarily within our domestic operations. Our leases have remaining terms of up to ~~ten~~twelve years and a variety of renewal and/or termination options.

The components of lease expense are as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Operating lease expense	Operating lease expense	$	24	$	27	$	49	$	54	Operating lease expense	$	22	$	24	$	45	$	49
Short-term lease expense	Short-term lease expense	4		6		8		11		Short-term lease expense	4		4		8		8
Variable lease expense(1)	Variable lease expense(1)	13		11		25		23		Variable lease expense(1)	13		13		26		25
Sublease income	Sublease income	(2)		(1)		(4)		(2)		Sublease income	—		(2)		(1)		(4)

Total Lease expense	Total Lease expense	$	39	$	43	$	78	$	86	Total Lease expense	$	39	$	39	$	78	$	78

_____________

(1)Variable lease expense is related to our leased real estate for offices and warehouses and primarily includes labor and operational costs as well as taxes and insurance.

As of June 30, ~~2022,~~2023, we had no operating leases that were material that had not yet ~~commenced were not material.~~commenced.

Operating lease ROU assets, net and operating lease liabilities were reported in the Condensed Consolidated Balance Sheets as follows:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Other long-term assets	Other long-term assets	$	233	$	264	Other long-term assets	$	188	$	215

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	$	75	$	79	Accrued expenses and other current liabilities	$	55	$	68
Other long-term liabilities	Other long-term liabilities	175		204		Other long-term liabilities	148		161
Total Operating lease liabilities	Total Operating lease liabilities	$	250	$	283	Total Operating lease liabilities	$	203	$	229

The assets and the liabilities related to our finance leases were immaterial for all periods presented.

Xerox ~~2022~~2023 Form 10-Q 2527

Note 12 – Restructuring Programs

We engage in restructuring actions ~~including Project Own It, as well as~~and other transformation efforts in order to reduce our cost structure and realign it to the changing nature of our business. As part of our efforts to reduce costs, our restructuring actions may also include the off-shoring and/or outsourcing of certain operations, services and other functions, as well as reducing our real estate footprint. During the six months ended June 30, 2023, we recorded Restructuring and related costs, net of $25, which includes $2 of restructuring charges, $12 of asset impairment charges and $11 of related costs.

Restructuring Charges

During the six months ended June 30, ~~2022,~~2023, we recorded net restructuring charges of ~~$40,~~$2, which included ~~$44~~$8 of severance costs related to headcount reductions of approximately ~~1,050~~150 employees ~~worldwide, and $1 of other contractual termination costs.~~worldwide. These costs were partially offset by $5$6 of net reversals, which primarily reflect changes in estimated reserves from prior period initiatives.

Charges were primarily related to the Print and Other segment as amounts related to the ~~Financing (FITTLE)~~FITTLE segment were immaterial for all periods presented.

Information related to our restructuring programs is summarized below:


		Severance and Related Costs		Other Contractual Termination Costs(2)		Total			Severance and Related Costs		Other Contractual Termination Costs(2)		Total
Balance at December 31, 2021		$	25	$	2	$	27
Balance at December 31, 2022								Balance at December 31, 2022	$	39	$	4	$	43
Provision	Provision	22		—		22		Provision	5		—		5
Reversals	Reversals	(3)		—		(3)		Reversals	(4)		—		(4)
Net current period charges(1)	Net current period charges(1)	19		—		19		Net current period charges(1)	1		—		1
Charges against reserve and currency	Charges against reserve and currency	(7)		—		(7)		Charges against reserve and currency	(6)		—		(6)
Balance at March 31, 2022		37		2		39
Balance at March 31, 2023								Balance at March 31, 2023	34		4		38
Provision	Provision	22		1		23		Provision	3		—		3
Reversals	Reversals	(1)		(1)		(2)		Reversals	(2)		—		(2)
Net current period charges(1)	Net current period charges(1)	21		—		21		Net current period charges(1)	1		—		1
Charges against reserve and currency	Charges against reserve and currency	(14)		—		(14)		Charges against reserve and currency	(7)		(1)		(8)
Balance at June 30, 2022		$	44	$	2	$	46
Balance at June 30, 2023								Balance at June 30, 2023	$	28	$	3	$	31

______________

(1)Represents net amount recognized within the Condensed Consolidated Statements of (Loss) Income for the period shown for restructuring charges. Reversals of prior charges primarily include net changes in estimated reserves from prior period initiatives.

(2)Primarily includes additional costs incurred upon the exit from our facilities including decommissioning costs and associated contractual termination costs.

The following table summarizes the reconciliation to the Condensed Consolidated Statements of Cash Flows:


		Six Months Ended June 30,						Six Months Ended June 30,
			2022		2021				2023		2022
Charges against reserve and currency	Charges against reserve and currency		$	(21)	$	(62)	Charges against reserve and currency		$	(14)	$	(21)

Effects of foreign currency and other non-cash items	Effects of foreign currency and other non-cash items		—		13		Effects of foreign currency and other non-cash items		—		—
Restructuring cash payments	Restructuring cash payments		$	(21)	$	(49)	Restructuring cash payments		$	(14)	$	(21)

~~In connection~~Asset Impairment Charges

Charges associated with ~~our restructuring programs, we also incurred certain~~asset impairments represent the write-down of the related ~~costs as follows:~~

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Retention related severance/bonuses(1)
$ — $ 3 $ (2) $ (1)
Contractual severance costs (1) 3 (1) 3
Consulting and other costs(2)
— 2 — 2
Total $ (1) $ 8 $ (3) $ 4

~~____________~~_

~~(1)Includes retention related severance~~assets to their new cost basis and ~~bonuses for employees expected~~are recorded concurrently with the recognition of the provision. Second quarter 2023 activity includes the impairment associated with the Company's sale of its Xerox Research Center of Canada (XRCC), the Canadian research division of Xerox, to ~~continue working beyond~~Myant Capital Partners, which was completed in July 2023. The impairment reflects the held-for-sale write down of XRCC's net long-lived assets to their ~~minimum notification period before termination. The credit for the six months ended June 30, 2022 and 2021 reflects a change in estimate.~~fair value.

Cash paid for restructuring related costs were $2 and $6 for the six months ended June 30, 2022 and 2021, respectively. The restructuring related costs reserve was $13 and $18 at June 30, 2022 and December 31, 2021, respectively. The balance at June 30, 2022 is expected to be paid over the next twelve months.

Xerox ~~2022~~2023 Form 10-Q 2628

~~In connection with our restructuring programs, during the six months ended June 30, 2022, we recorded a net gain~~A summary of ~~$18, which included a gain of $20 on the sale of surplus buildings and land. Information related to~~ our restructuring-related asset impairment activity is ~~summarized below:~~as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Lease right of use assets(1)	Lease right of use assets(1)	—		2		1		2		Lease right of use assets(1)	$	—	$	—	$	—	$	1
Owned assets(1)	Owned assets(1)	1		—		1		10		Owned assets(1)	12		1		12		1
Asset impairments	Asset impairments	1		2		2		12		Asset impairments	12		1		12		2
Gain on sales of assets(2)		(20)		—		(20)		—
Gain on sales of owned assets(2)										Gain on sales of owned assets(2)	—		(20)		—		(20)
Adjustments/Reversals	Adjustments/Reversals	—		(1)		—		(1)		Adjustments/Reversals	—		—		—		—
Net asset impairment charges		$	(19)	$	1	$	(18)	$	11
Net asset impairment charge										Net asset impairment charge	$	12	$	(19)	$	12	$	(18)

~~_____________~~_____________

(1)Primarily related to the exit and abandonment of leased and owned facilities, net of any potential sublease income and recoveries.

(2)~~Primarily~~Reflect gain on the sales of exited surplus facilities and land.

Related Costs

In connection with our restructuring programs, we also incurred certain related costs as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Retention related severance/bonuses(1)	$	—	$	—	$	1	$	(2)
Contractual severance costs	—		(1)		—		(1)
Consulting and other costs(2)	10		—		10		—
Total	$	10	$	(1)	$	11	$	(3)

_____________

(1)Includes retention related severance and bonuses for employees expected to continue working beyond their minimum retention period before termination. The credit for the ~~sale of land~~six months ended June 30, 2022 reflects a change in estimate.

(2)Represents professional support services associated with our business transformation initiatives.

Cash paid for restructuring related costs were $11 and ~~a facility during~~$2 for the ~~second quarter of 2022.~~six months ended June 30, 2023 and 2022, respectively. The restructuring related costs reserve was $11 and $12 at June 30, 2023 and December 31, 2022, respectively. The balance at June 30, 2023 is expected to be paid over the next twelve months.

Note 13 – Debt

~~Early Extinguishment of Senior Notes~~Credit Facility

In ~~June 2022, we completed~~May 2023, Xerox Corporation, as borrower, and its parent company, Xerox Holdings Corporation, entered into a five-year asset-based revolving credit agreement (the ABL Facility) with Citibank, N.A., as administrative and collateral agent and several participating lending banks including Citibank N.A. The ABL Facility has an initial maturity date of May 22, 2028. Principal is payable in full at maturity on May 22, 2028, and there are no scheduled principal payments prior to maturity. We deferred approximately $7 of debt issuance costs in connection with the ~~early redemption~~ABL Facility, which will be amortized over the five-year term. Our previous $250 Credit Facility due July 2024 was terminated prior to entering into the ABL Facility and resulted in a debt extinguishment loss of ~~$350~~approximately $1 related to the write-off of deferred debt issuance costs.

Under the ABL Facility, Xerox Corporation may borrow up to the lesser of (x) $300 and (y) a borrowing base calculated based on working capital amounts (Accounts receivable and Inventories) as set forth in the ABL Facility Agreement. The ABL Facility includes an uncommitted accordion feature that allows Xerox Corporation to increase the facility by a total of up to $250, subject to obtaining additional commitments from existing lenders or new lending institutions. The ABL Facility also includes a $100 letter of credit subfacility. Xerox Corporation's borrowings under the ABL Facility are supported by guarantees from Xerox Holdings Corporation and certain of Xerox Corporation's Canadian and UK subsidiaries, and by security interests in substantially all of the ~~$1 billion~~working capital assets of Xerox Corporation, ~~4.625% Senior Notes due March~~Xerox Holdings Corporation, and such Canadian and UK subsidiaries.

At Xerox Corporations’s election, the loans under the ABL Facility will bear interest at either:

(1) a fluctuating rate per annum equal to the highest of (A) Citibank’s base rate, (B) a rate of 0.5% in excess of the “NYFRB” rate, and (C) a rate of 1.0% in excess of one-month Term SOFR, provided that such fluctuating rate shall not be less than 0.0%, in each case plus an applicable margin (the loans bearing interest at such fluctuating rate, “ABR Loans”); or

Xerox 2023 ~~for $353 in cash consideration, which included an early redemption premium over par of $3. The early redemption resulted in a net loss of $4, inclusive of fees~~Form 10-Q 29

(2) the one-, three-, or six-month period or (as agreed to by the Agent and the ~~write-off~~Lenders) such other period, as selected by the Xerox Corporation, per annum Term SOFR (plus a 0.10% credit spread adjustment), provided that such rate shall not be less than 0.0%, plus an applicable margin (the loans bearing interest at such rate “Term SOFR Loans”).

The applicable margin for ABR Loans ranges from 0.5% to 1.0% depending on the Company’s average excess availability. The applicable margin for Term SOFR Loans from 1.5% to 2.0% depending on the Company’s average excess availability.

At June 30, 2023, borrowings under the ABL Facility were $200 and no letters of credits were issued under the facility. The $200 borrowing at June 30, 2023 currently bears interest at an average of 7.19% through July 31, 2023. If the balance remains outstanding after that date, the rate will be reset through a new borrowing under the ABL Facility. Based on management's intent to repay the amount borrowed over the next six months and not refinance it past one year, the $200 is included in short-term debt ~~carrying value adjustments.~~in the Balance Sheet at June 30, 2023.

The ABL Facility requires the Company to comply with a fixed charge coverage ratio of 1X, as defined in the ABL Facility Agreement, measured as of the end of each fiscal quarter during which excess availability is less than an amount equal to the greater of (A) $22.5 and (B) 10% of the Line Cap (the lesser of the aggregate amount of Revolving Commitments and the then-applicable Borrowing Base). Based on the excess availability at June 30, 2023, the fixed charge coverage ratio measurement was not applicable. The ABL Facility also contains negative covenants governing dividends, investments, indebtedness, and other matters customary for similar facilities. As of June 30, 2023, we were in full compliance with all covenants under the ABL Facility and no Event of Default (as such term is defined in the ABL Facility) had occurred.

If an event of default occurs under the ABL Facility, the entire principal amount outstanding, together with all accrued unpaid interest and other amounts owed in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.

Xerox Holdings ~~Corporation /~~ Corporation/Xerox Corporation Intercompany Loan

In February 2021, Xerox Holdings Corporation and Xerox Corporation entered into an Intercompany Loan agreement for the net proceeds of $1,494 contributed by Xerox Holdings Corporation to Xerox Corporation in 2020. The intercompany loan was established to mirror the terms included in Xerox Holdings Corporation’s 2025 and 2028 Senior Notes, including interest rates and payment dates. The intercompany interest expense also includes a ratable amount to reimburse Xerox Holdings Corporation for its debt issuance costs and premium.

At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the balance of the Xerox Holdings Corporation Intercompany Loan reported in Xerox Corporation’s Condensed Consolidated Balance Sheet was ~~$1,495~~$1,497 and ~~$1,494,~~$1,496, respectively, which is net of related debt issuance costs, and the intercompany interest payable was $30 and $30, respectively. Xerox Corporation’s interest expense included interest expense associated with this Intercompany Loan of $19 and $19 for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and $39 and $39 for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively.

~~Credit Facility~~

In July 2022, Xerox Corporation entered into an agreement for a new $500 revolving Credit Facility. This new facility replaced our prior $1.5 billion Credit Facility. Refer to Note 23 - Subsequent Events for additional information related to this Credit Facility.

Secured Borrowings and Collateral

In 2022 and 2021, we entered into secured loan agreements with various financial institutions where we sold finance receivables and rights to payments under our equipment on operating ~~leases~~leases. In certain transactions, the sales were made to special purpose entities (SPEs)~~. The purchases~~, owned and controlled by Xerox where the SPEs ~~were~~ funded the purchase through amortizing secured loans ~~to the SPEs~~ from the financial institutions. The loans have variable interest rates and expected lives of approximately 2.5 years, with half projected to be repaid within the first year based on collections of the underlying portfolio of receivables. For certain loans, we entered into interest rate hedge agreements to either fix or cap the interest rate over the life of the loan.

The sales of the receivables to the SPEs were structured as "true sales at law," and we have received opinions to that effect from outside legal counsel. However, the transactions were accounted for as secured borrowings as we fully consolidate the SPEs in our financial statements. As a result, the assets of the SPEs are not available to satisfy any of our other obligations. Conversely, the credit holders of these SPEs do not have legal recourse to the Company’s general credit.

During the second quarter 2023, we repaid the remaining balance from the December 2022 U.S. Secured Borrowing of $185 early with the proceeds from the sale of the underlying secured finance receivables of approximately $205. The sale was part of the sales completed in the second quarter 2023 under finance receivables funding agreement as disclosed in Note 9 - Finance Receivables, Net - Sales of Receivables. As a result of the early extinguishment of this debt, we incurred a loss of approximately $3 related to the write-off of the deferred debt issuance costs partially offset by a gain on a dedesignated swap associated with this borrowing.

Xerox ~~2022~~2023 Form 10-Q 2730

Below are the secured assets and obligations held by ~~the SPEs,~~subsidiaries of Xerox, which are included in our Condensed Consolidated Balance Sheets.


		June 30, 2022									June 30, 2023
		Finance Receivables, Net(1)		Equipment on Operating Leases, Net		Secured Debt(2)		Interest Rate		Expected Maturity			Finance Receivables, Net(1)		Equipment on Operating Leases, Net		Secured Debt(2)		Interest Rate(3)		Expected Maturity
United States
U.S.(4)												U.S.(4)

January 2022	January 2022	$	642	$	—	$	549	3.02	%	2024		January 2022	$	401	$	—	$	277	6.52	%	2024
September 2021	September 2021	238		6		207		1.78	%	2024		September 2021	131		3		75		6.49	%	2024
Total	Total	880		6		756						Total	532		3		352

Canada
Canada(4)												Canada(4)
April 2022	April 2022	84		0		77		3.32	%	2025		April 2022	50		0		42		5.86	%	2025

France												France
December 2022												December 2022	181		0		132		4.69	%	2025

Total	Total	$	964	$	6	$	833					Total	$	763	$	3	$	526


		December 31, 2021									December 31, 2022
		Finance Receivables, Net(1)		Equipment on Operating Leases, Net		Secured Debt(2)		Interest Rate		Expected Maturity			Finance Receivables, Net(1)		Equipment on Operating Leases, Net		Secured Debt(2)		Interest Rate(3)		Expected Maturity
United States
U.S.(4)												U.S.(4)
December 2022												December 2022	$	370	$	—	$	247	7.43	%	2025
January 2022												January 2022	528		—		407		5.83	%	2024
September 2021	September 2021	$	308	$	8	$	293	1.40	%	2024		September 2021	180		5		136		5.65	%	2024
December 2020		380		—		267		1.74	%	2023
Total												Total	1,078		5		790

Canada(4)												Canada(4)
April 2022												April 2022	63		—		57		5.45	%	2025

France												France
December 2022												December 2022	235		—		195		3.03	%	2025

Total	Total	$	688	$	8	$	560					Total	$	1,376	$	5	$	1,042

_____________

(1)Includes (i) Billed portion of finance receivables, net (ii) Finance receivables, net and (iii) Finance receivables due after one year, net as included in the condensed consolidated balance sheets as of June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

(2)~~Net of~~Represents the principal debt balance and excludes debt issuance costs of $2$1 and $1$5 as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

(3)Represents the pre-hedged rate. Refer to Note 14 - Financial Instruments for additional information regarding hedging of these borrowings.

(4)Secured assets and obligations held by SPEs.

Interest Expense and Income

Interest expense and income were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Interest expense(1)(2)	Interest expense(1)(2)	$	49	$	52	$	102	$	104	Interest expense(1)(2)	$	46	$	49	$	96	$	102
Interest income(3)	Interest income(3)	55		57		109		113		Interest income(3)	53		55		110		109

____________

(1)Includes Cost of financing as well as non-financing interest expense that is included in Other expenses, net in the Condensed Consolidated Statements of (Loss) Income.

(2)Interest expense of Xerox Corporation included intercompany interest expense associated with the Xerox Holdings Corporation / Xerox Corporation Intercompany Loan of $19 and $19 for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and $39 and $39 for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

(3)Includes Financing revenue as well as other interest income that is included in Other expenses, net in the Condensed Consolidated Statements of (Loss) Income.

Xerox ~~2022~~2023 Form 10-Q 2831

Note 14 – Financial Instruments

Interest Rate Risk Management

We use interest rate swap and interest rate cap agreements to manage our interest rate exposure and to achieve a desired proportion of variable and fixed rate debt. These derivatives may be designated as fair value hedges or cash flow hedges depending on the nature of the risk being hedged.

Cash Flow Hedges

We use interest rate swaps and caps to manage the exposure to variability in the interest rate payments on our secured loan agreements entered into over the last two years. The interest rate swaps convert the interest paid on certain loans to a fixed amount while the caps limit the maximum amount of interest paid. At June 30, 2023 there were three interest rate derivatives outstanding as follows:


Secured Borrowing	Derivative Type	Principal Debt (1)		Notional Amount		Expected Maturity	Pre-Hedged Rate		Hedged Rate		Net Fair Value
United States	N/A	$	277	$	—	2024	6.52	%	—	%	$	—
United States	Cap	75		75		2024	6.49	%	0.50	%	2

Canada	Swap	42		36		2025	5.86	%	2.57	%	1
France	Cap	132		158		2025	4.69	%	3.00	%	1
Total		$	526	$	269						$	4

_____________

(1)Excludes debt issuance costs of $1 at June 30, 2023.

No amount of ineffectiveness was recorded in the Condensed Consolidated Statements of (Loss) Income for these designated cash flow hedges and all components of each derivative's gain or loss were included in the assessment of hedge effectiveness.

A cash flow hedge of an interest rate cap with an asset value of $2 associated with the December 2022 U.S. Secured Borrowing was dedesignated during second quarter 2023 as a result of the early repayment of that debt in the second quarter 2023. The dedesignation resulted in the release of the deferred gain in Accumulated Other Comprehensive Loss and was recorded as part of the Early Extinguishment of Debt. See Secured Borrowings and Collateral inNote 13 – Debtfor additional information.

Foreign Exchange Risk Management

We are a global company and we are exposed to foreign currency exchange rate fluctuations in the normal course of our business. As a part of our foreign exchange risk management strategy, we use derivative instruments, primarily forward contracts and purchased option contracts, to hedge the following foreign currency exposures, thereby reducing volatility of earnings or protecting fair values of assets and liabilities:

•Foreign currency-denominated assets and liabilities

•Forecasted purchases and sales in foreign currency

At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had outstanding forward exchange and purchased option contracts with gross notional values of ~~$1,170~~$1,285 and ~~$1,113~~$1,541 respectively, with terms of less than 12 months. ~~Approximately 81%~~At June 30, 2023, approximately 90% of the contracts ~~at June 30, 2022~~ mature within three months, 9%6% mature in three to six months and ~~10%~~4% in six to twelve months. ~~There have not been any material changes in our hedging strategy.~~

Foreign Currency Cash Flow Hedges

We designate a portion of our foreign currency derivative contracts as cash flow hedges of our foreign currency-denominated inventory purchases, sales and expenses. No amount of ineffectiveness was recorded in the Condensed Consolidated Statements of (Loss) Income for these designated cash flow hedges for all periods presented, and all components of each derivative's gain or loss were included in the assessment of hedge effectiveness. The net liability fair value of these contracts ~~were $28~~was $9 and $3$4 as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

During second quarter 2023, as a result of a change in the currency terms included in a supplier inventory contract, forecasted purchases of inventory in YEN were no longer expected. This change resulted in several YEN/USD designated cash flow hedges, with a liability value of approximately $2, being dedesignated since the underlying forecasted purchases were no longer probable. Accordingly, the $2 deferred loss in Accumulated Other Comprehensive Loss was reclassified to earnings and recorded in Currency losses, net in the second quarter 2023.

Xerox 2023 Form 10-Q 32

Summary of Derivative Instruments Fair Value

The following table provides a summary of the fair value amounts of our derivative instruments:

Designation of Derivatives Balance Sheet Location June 30,
2022 December 31,
2021
Derivatives Designated as Hedging Instruments
Foreign exchange contracts - forwards Other current assets $ 2 $ 3
Accrued expenses and other current liabilities (30) (6)
Interest rate cap Other long-term assets 4 1
Net designated derivative liabilities $ (24) $ (2)
Derivatives NOT Designated as Hedging Instruments
Foreign exchange contracts – forwards Other current assets $ 2 $ 1
Accrued expenses and other current liabilities (9) (5)
Net undesignated derivative liabilities $ (7) $ (4)
Summary of Derivatives Total Derivative assets $ 8 $ 5
Total Derivative liabilities (39) (11)
Net Derivative liabilities $ (31) $ (6)

~~Xerox 2022 Form 10-Q~~ 29


Designation of Derivatives	Balance Sheet Location	June 30, 2023		December 31, 2022
Derivatives Designated as Hedging Instruments
Foreign exchange contracts - forwards	Other current assets	$	—	$	5
	Accrued expenses and other current liabilities	(9)		(9)

Interest rate cap	Other long-term assets	3		6
Interest rate swap	Other long-term assets	1		1

	Net designated derivative (liabilities) assets	$	(5)	$	3

Derivatives NOT Designated as Hedging Instruments
Foreign exchange contracts – forwards	Other current assets	$	6	$	14
	Accrued expenses and other current liabilities	(14)		(2)
Interest rate cap	Other long-term assets	3		—
	Net undesignated derivative assets	$	(5)	$	12

Summary of Derivatives	Total Derivative assets	$	13	$	26
	Total Derivative liabilities	(23)		(11)
	Net Derivative (liabilities) assets	$	(10)	$	15

Summary of Derivative Instruments Gains (Losses)

Derivative gains and (losses) affect the income statement based on whether such derivatives are designated as hedges of underlying exposures. The following is a summary of derivative gains (losses).

Designated Derivative Instruments Gains (Losses)

The following table provides a summary of gains (losses) on derivative ~~instruments:~~

Three Months Ended
June 30, Six Months Ended
June 30,
Loss on Derivative Instruments 2022 2021 2022 2021
Cash Flow Hedges - Foreign Exchange Forward Contracts and Options
Derivative loss recognized in OCI (effective portion) $ (23) $ (2) $ (38) $ (12)
Derivative loss reclassified from AOCL to income - Cost of sales (effective portion) (4) (2) (6) (3)

~~During the six months ended June 30, 2022 and 2021, no amount of ineffectiveness was recorded~~instruments in ~~the Condensed Consolidated Statements of (Loss) Income for these designated~~ cash flow hedges and all components of each derivative’s gain or (loss) were included in the assessment of hedge effectiveness. In addition, no amount was recorded for an underlying exposure that did not occur or was not expected to occur.hedging relationships:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022




Derivative Loss Recognized in OCI (Effective Portion)
Foreign exchange contracts - forwards and options	$	(13)	$	(23)	$	(15)	$	(38)
Interest rate contracts	—		—		—		—
Total	$	(13)	$	(23)	$	(15)	$	(38)

Location of Derivative Losses Reclassified from AOCL to Income (Effective Portion)
Cost of sales	$	(8)	$	(4)	$	(14)	$	(6)
Interest expense	1		—		2		—
Total	$	(7)	$	(4)	$	(12)	$	(6)

As of June 30, ~~2022,~~2023, a net after-tax loss of ~~$27~~$5 was recorded in Accumulated other comprehensive loss associated with our cash flow hedging activity. ~~The entire balance is expected to be reclassified into net income within the next 12 months, providing an offsetting economic impact against the underlying anticipated transactions.~~

Non-Designated Derivative Instruments Gains (Losses)

Non-designated derivative instruments are primarily instruments used to hedge foreign currency-denominated assets and liabilities. They are not designated as hedges since there is a natural offset for the remeasurement of the underlying foreign currency-denominated asset or liability.

The following table provides a summary of gains and (losses) on non-designated derivative instruments:


Derivatives NOT Designated as Hedging Instruments	Derivatives NOT Designated as Hedging Instruments	Location of Derivative Gain (Loss)	Three Months Ended June 30,				Six Months Ended June 30,				Derivatives NOT Designated as Hedging Instruments	Location of Derivative Gain (Loss)	Three Months Ended June 30,				Six Months Ended June 30,
			2022		2021		2022		2021				2023		2022		2023		2022
Foreign exchange contracts – forwards	Foreign exchange contracts – forwards	Other expense – Currency losses, net	$	(14)	$	(4)	$	(23)	$	(22)	Foreign exchange contracts – forwards	Other expenses, net – Currency losses, net	$	(28)	$	(14)	$	(33)	$	(23)

Xerox 2023 Form 10-Q 33

Currency losses, net were $1$5 and $1 for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and $1were $16 and $3$1 for six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Net currency gains and losses include the mark-to-market adjustments of the derivatives not designated as hedging instruments and the related cost of those derivatives as well as the remeasurement of foreign currency-denominated assets and liabilities and are included in Other expenses, net.

~~Xerox 2022 Form 10-Q~~ 30

Note 15 – Fair Value of Financial Assets and Liabilities

The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases is Level 2 – Significant Other Observable Inputs.


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Assets	Assets					Assets
Foreign exchange contracts - forwards	Foreign exchange contracts - forwards	$	4	$	4	Foreign exchange contracts - forwards	$	6	$	19

Interest rate cap	Interest rate cap	4		1		Interest rate cap	6		6
Interest rate swap						Interest rate swap	1		1

Deferred compensation plan investments in mutual funds	Deferred compensation plan investments in mutual funds	14		18		Deferred compensation plan investments in mutual funds	14		15
Total	Total	$	22	$	23	Total	$	27	$	41
Liabilities	Liabilities					Liabilities
Foreign exchange contracts - forwards	Foreign exchange contracts - forwards	$	39	$	11	Foreign exchange contracts - forwards	$	23	$	11

Deferred compensation plan liabilities	Deferred compensation plan liabilities	14		18		Deferred compensation plan liabilities	14		14
Total	Total	$	53	$	29	Total	$	37	$	25

We utilize the income approach to measure the fair value for our derivative assets and liabilities. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates and forward prices, and therefore are classified as Level 2.

Fair value for our deferred compensation plan investments in mutual funds is based on quoted market prices for those funds. Fair value for deferred compensation plan liabilities is based on the fair value of investments corresponding to employees’ investment selections.

Summary of Other Financial Assets and Liabilities

The estimated fair values of our other financial assets and liabilities were as follows:
June 30, 2022 December 31, 2021

Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Cash and cash equivalents $ 1,151 $ 1,151 $ 1,840 $ 1,840
Accounts receivable, net 852 852 818 818
Short-term debt and current portion of long-term debt 1,108 1,110 650 653
Long-term Debt
Xerox Holdings Corporation 1,495 1,337 1,494 1,579
Xerox Corporation 895 786 1,892 1,987
Xerox - Other Subsidiaries(1)
374 376 210 210
Long-term debt $ 2,764 $ 2,499 $ 3,596 $ 3,776


	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	477	$	477	$	1,045	$	1,045
Accounts receivable, net	903		903		857		857
Short-term debt and current portion of long-term debt	891		881		860		861
Long-term Debt
Xerox Holdings Corporation	1,496		1,352		1,496		1,294
Xerox Corporation	595		419		894		726
Xerox - Other Subsidiaries(1)	134		134		476		478
Long-term debt	$	2,225	$	1,905	$	2,866	$	2,498

____________

(1)Represents subsidiaries of Xerox Corporation

The fair value amounts for Cash and cash equivalents and Accounts receivable, net, approximate carrying amounts due to the short maturities of these instruments. The fair value of Short-term debt, including the current portion of long-term debt, and Long-term debt was estimated based on the current rates offered to us for debt of similar maturities (Level 2). The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at such date.

Xerox ~~2022~~2023 Form 10-Q 3134

Note 16 – Employee Benefit Plans

The components of Net periodic benefit cost and other changes in plan assets and benefit obligations were as follows:


		Three Months Ended June 30,													Three Months Ended June 30,
		Pension Benefits													Pension Benefits
		U.S. Plans				Non-U.S. Plans				Retiree Health					U.S. Plans				Non-U.S. Plans				Retiree Health
Components of Net Periodic Benefit Costs:	Components of Net Periodic Benefit Costs:	2022		2021		2022		2021		2022		2021		Components of Net Periodic Benefit Costs:	2023		2022		2023		2022		2023		2022
Service cost	Service cost	$	1	$	1	$	4	$	5	$	1	$	—	Service cost	$	—	$	1	$	1	$	4	$	—	$	1
Interest cost	Interest cost	24		19		33		22		2		2		Interest cost	27		24		47		33		2		2
Expected return on plan assets	Expected return on plan assets	(24)		(27)		(59)		(52)		—		—		Expected return on plan assets	(24)		(24)		(51)		(59)		—		—
Recognized net actuarial loss (gain)	Recognized net actuarial loss (gain)	3		4		6		14		(1)		—		Recognized net actuarial loss (gain)	4		3		4		6		(4)		(1)
Amortization of prior service credit		—		(1)		—		—		(3)		(16)
Amortization of prior service cost (credit)														Amortization of prior service cost (credit)	—		—		2		—		(3)		(3)
Recognized settlement loss	Recognized settlement loss	15		13		—		—		—		—		Recognized settlement loss	7		15		—		—		—		—

Defined benefit plans	Defined benefit plans	19		9		(16)		(11)		(1)		(14)		Defined benefit plans	14		19		3		(16)		(5)		(1)
Defined contribution plans	Defined contribution plans	5		—		4		5		n/a		n/a		Defined contribution plans	5		5		4		4		n/a		n/a
Net Periodic Benefit Cost (Credit)	Net Periodic Benefit Cost (Credit)	24		9		(12)		(6)		(1)		(14)		Net Periodic Benefit Cost (Credit)	19		24		7		(12)		(5)		(1)

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income:
Net actuarial (gain) loss(1)		(7)		(25)		31		—		—		2
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):														Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):
Net actuarial loss (gain)(1)														Net actuarial loss (gain)(1)	44		(7)		(48)		31		(5)		—
Prior service cost	Prior service cost	—		—		48		—		—		—		Prior service cost	—		—		36		48		—		—
Amortization of net actuarial (loss) gain	Amortization of net actuarial (loss) gain	(18)		(17)		(6)		(14)		1		—		Amortization of net actuarial (loss) gain	(11)		(18)		(4)		(6)		4		1
Amortization of net prior service credit		—		1		—		—		3		16
Amortization of net prior service (cost) credit														Amortization of net prior service (cost) credit	—		—		(2)		—		3		3

Total Recognized in Other Comprehensive (Loss) Income(2)		(25)		(41)		73		(14)		4		18
Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Loss) Income		$	(1)	$	(32)	$	61	$	(20)	$	3	$	4
Total Recognized in Other Comprehensive Income (Loss)(2)														Total Recognized in Other Comprehensive Income (Loss)(2)	33		(25)		(18)		73		2		4
Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive Income (Loss)														Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive Income (Loss)	$	52	$	(1)	$	(11)	$	61	$	(3)	$	3

		Six Months Ended June 30,													Six Months Ended June 30,
		Pension Benefits													Pension Benefits
		U.S. Plans				Non-U.S. Plans				Retiree Health					U.S. Plans				Non-U.S. Plans				Retiree Health
Components of Net Periodic Benefit Costs:	Components of Net Periodic Benefit Costs:	2022		2021		2022		2021		2022		2021		Components of Net Periodic Benefit Costs:	2023		2022		2023		2022		2023		2022
Service cost	Service cost	$	1	$	1	$	8	$	10	$	1	$	1	Service cost	$	—	$	1	$	2	$	8	$	—	$	1
Interest cost	Interest cost	44		37		62		44		4		4		Interest cost	54		44		93		62		5		4
Expected return on plan assets	Expected return on plan assets	(51)		(55)		(114)		(104)		—		—		Expected return on plan assets	(49)		(51)		(107)		(114)		—		—
Recognized net actuarial loss (gain)	Recognized net actuarial loss (gain)	7		9		12		29		(1)		—		Recognized net actuarial loss (gain)	7		7		5		12		(6)		(1)
Amortization of prior service credit		—		(1)		—		—		(7)		(33)
Amortization of prior service cost (credit)														Amortization of prior service cost (credit)	—		—		3		—		(7)		(7)
Recognized settlement loss	Recognized settlement loss	33		28		—		—		—		—		Recognized settlement loss	12		33		—		—		—		—

Defined benefit plans	Defined benefit plans	34		19		(32)		(21)		(3)		(28)		Defined benefit plans	24		34		(4)		(32)		(8)		(3)
Defined contribution plans	Defined contribution plans	10		—		8		10		n/a		n/a		Defined contribution plans	9		10		10		8		n/a		n/a
Net Periodic Benefit Cost (Credit)	Net Periodic Benefit Cost (Credit)	44		19		(24)		(11)		(3)		(28)		Net Periodic Benefit Cost (Credit)	33		44		6		(24)		(8)		(3)

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income:
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):														Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):
Net actuarial loss (gain)(1)	Net actuarial loss (gain)(1)	7		(69)		31		1		(7)		2		Net actuarial loss (gain)(1)	37		7		(48)		31		(5)		(7)
Prior service cost (credit)	Prior service cost (credit)	—		—		48		—		(23)		—		Prior service cost (credit)	—		—		36		48		—		(23)
Amortization of net actuarial (loss) gain	Amortization of net actuarial (loss) gain	(40)		(37)		(12)		(29)		1		—		Amortization of net actuarial (loss) gain	(19)		(40)		(5)		(12)		6		1
Amortization of prior service credit		—		1		—		—		7		33
Amortization of prior service (cost) credit														Amortization of prior service (cost) credit	—		—		(3)		—		7		7

Total Recognized in Other Comprehensive (Loss) Income(2)		(33)		(105)		67		(28)		(22)		35
Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Loss) Income		$	11	$	(86)	$	43	$	(39)	$	(25)	$	7
Total Recognized in Other Comprehensive Income (Loss)(2)														Total Recognized in Other Comprehensive Income (Loss)(2)	18		(33)		(20)		67		8		(22)
Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive Income (Loss)														Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive Income (Loss)	$	51	$	11	$	(14)	$	43	$	—	$	(25)

_____________

(1)The net actuarial loss (gain) for U.S. Pension Plans primarily reflects (i) the remeasurement of our primary U.S. pension plans as a result of the payment of periodic settlements and (ii) adjustments for the actuarial valuation results based on the January 1st plan census data. The non-U.S. net actuarial (gain) loss reflects ~~remeasurement~~remeasurements related to the Pension Plan amendments in the U.K. in second quarter 2023 and 2022, ~~Pension~~respectively. The Retiree Health plan's net actuarial gain reflects adjustments for the actuarial valuation results based on the January 1st plan census data in 2023, and remeasurements related to a Plan ~~amendment~~Amendment for our U.S. Plan in ~~the UK.~~2022.

(2)Amounts represent the pre-tax effect included within Other Comprehensive Income (Loss) ~~Income.~~. Refer to Note 2019 - Other Comprehensive Income (Loss) ~~Income~~ for related tax effects and the after-tax amounts.

Xerox ~~2022~~2023 Form 10-Q 3235

~~Contributions~~

~~The following table summarizes cash contributions to our defined benefit pension plans and retiree health benefit plans:~~
Six Months Ended
June 30, Year Ended
December 31,
2022 2021 Estimated 2022 2021
U.S. plans $ 12 $ 12 $ 25 $ 24
Non-U.S. plans 51 57 105 111
Total Pension plans 63 69 130 135
Retiree Health 9 11 25 25
Total Retirement plans $ 72 $ 80 $ 155 $ 160

~~There are no mandatory contributions required in 2022 for our U.S. tax-qualified defined benefit plans to meet the minimum funding requirements.~~

~~Retiree Health Plan Amendment~~

During the first quarter of 2022, we amended our U.S. Retiree Health Plan to reduce certain benefits for existing union retirees through the reduction or elimination of coverage or cost-sharing subsidies for retiree health care and life insurance costs. This negative plan amendment resulted in a reduction of approximately $23 in the Company's postretirement benefit obligation. The amount for the plan amendment will be amortized to future net periodic benefit costs as a prior service credit.

Pension Plan Amendment

In April ~~2022,~~2023, our U.K. defined benefit pension plan was amended, at the sole discretion of the Plan Trustees as legally allowed, to increase the capped inflation indexation for the April ~~2022~~2023 pension increase award to ~~7.5% in line with the December 2021 UK Retail Price Index (RPI)~~6.5%. This plan amendment resulted in an increase of approximately ~~$48~~$36 (GBP 3928 million) in the projected benefit obligation (PBO) for this plan (approximately ~~1.4%~~1.5% of the plan PBO as of December 31, ~~2021)~~2022). The associated impacts from the required remeasurement of the plan assets and obligations for updates to discount rates, actual returns and actuarial experience as of the effective date of the amendment resulted in an ~~additional~~ actuarial ~~loss~~gain of ~~$31.~~$48 (GBP 38 million). Refer to Note 1918 - Employee Benefit Plans in the Consolidated Financial Statements included in the ~~2021~~2022 Annual Report for additional information regarding our U.K. defined benefit pension plan including its funding status as of December 31, ~~2021.~~2022.

Contributions

~~Xerox 2022 Form 10-Q~~ The following table summarizes cash contributions to our defined benefit pension plans and retiree health benefit plans:33


	Six Months Ended June 30,				Year Ended December 31,
	2023		2022		Estimated 2023		2022
U.S. plans	$	12	$	12	$	55	$	24
Non-U.S. plans	13		51		25		81
Total Pension plans	25		63		80		105
Retiree Health	7		9		25		19
Total Retirement plans	$	32	$	72	$	105	$	124

Approximately $30 of the estimated 2023 contributions for our U.S. plans are for our tax-qualified defined benefit plans.

Note 17 – Shareholders’ Equity of Xerox Holdings

(shares in thousands)

The shareholders' equity information presented below reflects the consolidated activity of Xerox Holdings.

Common
Stock(1)
Additional Paid-in Capital Treasury Stock Retained Earnings
AOCL(2)
Xerox Holdings Shareholders’ Equity Non-controlling Interests
Total
Equity
Balance at March 31, 2022 $ 156 $ 1,560 $ (32) $ 5,532 $ (3,032) $ 4,184 $ 5 $ 4,189
Comprehensive loss, net — — — (4) (298) (302) (1) (303)
Cash dividends declared - common(3)
— — — (41) — (41) — (41)
Cash dividends declared - preferred(4)
— — — (3) — (3) — (3)
Stock option and incentive plans, net 1 34 — — — 35 — 35
Cancellation of treasury stock (2) (30) 32 — — — — —
Investment from noncontrolling interests — — — — — — 5 5
Balance at June 30, 2022 $ 155 $ 1,564 $ — $ 5,484 $ (3,330) $ 3,873 $ 9 $ 3,882


	Common Stock(1)		Additional Paid-in Capital		Treasury Stock		Retained Earnings		AOCL(2)		Xerox Holdings Shareholders’ Equity		Non-controlling Interests		Total Equity
Balance at March 31, 2023	$	157	$	1,594	$	—	$	5,162	$	(3,454)	$	3,459	$	8	$	3,467

Comprehensive (loss) income, net	—		—		—		(61)		17		(44)		1		(43)
Cash dividends declared - common(3)	—		—		—		(41)		—		(41)		—		(41)
Cash dividends declared - preferred(4)	—		—		—		(3)		—		(3)		—		(3)


Stock option and incentive plans, net	—		13		—		—		—		13		—		13



Distributions to noncontrolling interests	—		—		—		—		—		—		(1)		(1)

Balance at June 30, 2023	$	157	$	1,607	$	—	$	5,057	$	(3,437)	$	3,384	$	8	$	3,392

Common
Stock(1)
Additional Paid-in Capital Treasury Stock Retained Earnings
AOCL(2)
Xerox Holdings Shareholders’ Equity Non- controlling Interests
Total
Equity
Balance at March 31, 2021 $ 199 $ 2,456 $ (162) $ 6,267 $ (3,335) $ 5,425 $ 4 $ 5,429
Comprehensive income, net — — — 91 70 161 — 161
Cash dividends declared - common(3)
— — — (47) — (47) — (47)
Cash dividends declared - preferred(4)
— — — (3) — (3) — (3)
Stock option and incentive plans, net — 5 — — — 5 — 5
Payments to acquire treasury stock, including fees — — (251) — — (251) — (251)
Cancellation of treasury stock (10) (244) 254 — — — — —
Investment from noncontrolling interests — 1 — — — 1 4 5
Other — (4) — — — (4) — (4)
Balance at June 30, 2021 $ 189 $ 2,214 $ (159) $ 6,308 $ (3,265) $ 5,287 $ 8 $ 5,295

Common
Stock(1)
Additional
Paid-in
Capital
Treasury Stock
Retained
Earnings
AOCL(2)
Xerox Holdings
Shareholders’
Equity
Non-controlling
Interests
Total
Equity
Balance at December 31, 2021 $ 168 $ 1,802 $ (177) $ 5,631 $ (2,988) $ 4,436 $ 7 $ 4,443
Comprehensive loss, net — — — (60) (342) (402) (2) (404)
Cash dividends declared - common(3)
— — — (80) — (80) — (80)
Cash dividends declared - preferred(4)
— — — (7) — (7) — (7)
Stock option and incentive plans, net 1 38 — — — 39 — 39
Payments to acquire treasury stock, including fees — — (113) — — (113) — (113)
Cancellation of treasury stock (14) (276) 290 — — — — —
Investment from noncontrolling interests — — — — — — 5 5
Distributions to noncontrolling interests — — — — — — (1) (1)
Balance at June 30, 2022 $ 155 $ 1,564 $ — $ 5,484 $ (3,330) $ 3,873 $ 9 $ 3,882

Xerox ~~2022~~2023 Form 10-Q 3436


		Common Stock(1)		Additional Paid-in Capital		Treasury Stock		Retained Earnings		AOCL(2)		Xerox Holdings Shareholders’ Equity		Non- controlling Interests		Total Equity			Common Stock(1)		Additional Paid-in Capital		Treasury Stock		Retained Earnings		AOCL(2)		Xerox Holdings Shareholders’ Equity		Non- controlling Interests		Total Equity
Balance at December 31, 2020		$	198	$	2,445	$	—	$	6,281	$	(3,332)	$	5,592	$	4	$	5,596
Balance at March 31, 2022																		Balance at March 31, 2022	$	156	$	1,560	$	(32)	$	5,532	$	(3,032)	$	4,184	$	5	$	4,189

Comprehensive income, net		—		—		—		130		67		197		—		197
Comprehensive loss, net																		Comprehensive loss, net	—		—		—		(4)		(298)		(302)		(1)		(303)
Cash dividends declared - common(3)	Cash dividends declared - common(3)	—		—		—		(96)		—		(96)		—		(96)		Cash dividends declared - common(3)	—		—		—		(41)		—		(41)		—		(41)
Cash dividends declared - preferred(4)	Cash dividends declared - preferred(4)	—		—		—		(7)		—		(7)		—		(7)		Cash dividends declared - preferred(4)	—		—		—		(3)		—		(3)		—		(3)

Stock option and incentive plans, net	Stock option and incentive plans, net	1		16		—		—		—		17		—		17		Stock option and incentive plans, net	1		34		—		—		—		35		—		35

Payments to acquire treasury stock, including fees		—		—		(413)		—		—		(413)		—		(413)

Cancellation of treasury stock	Cancellation of treasury stock	(10)		(244)		254		—		—		—		—		—		Cancellation of treasury stock	(2)		(30)		32		—		—		—		—		—
Investment from noncontrolling interests	Investment from noncontrolling interests	—		1		—		—		—		1		4		5		Investment from noncontrolling interests	—		—		—		—		—		—		5		5
Other		—		(4)		—		—		—		(4)		—		(4)
Balance at June 30, 2021		$	189	$	2,214	$	(159)	$	6,308	$	(3,265)	$	5,287	$	8	$	5,295

Balance at June 30, 2022																		Balance at June 30, 2022	$	155	$	1,564	$	—	$	5,484	$	(3,330)	$	3,873	$	9	$	3,882


	Common Stock(1)		Additional Paid-in Capital		Treasury Stock		Retained Earnings		AOCL(2)		Xerox Holdings Shareholders’ Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2022	$	156	$	1,588	$	—	$	5,136	$	(3,537)	$	3,343	$	10	$	3,353

Comprehensive income, net	—		—		—		10		100		110		—		110
Cash dividends declared - common(3)	—		—		—		(82)		—		(82)		—		(82)
Cash dividends declared - preferred(4)	—		—		—		(7)		—		(7)		—		(7)


Stock option and incentive plans, net	1		19		—		—		—		20		—		20




Distributions to noncontrolling interests	—		—		—		—		—		—		(2)		(2)

Balance at June 30, 2023	$	157	$	1,607	$	—	$	5,057	$	(3,437)	$	3,384	$	8	$	3,392


	Common Stock(1)		Additional Paid-in Capital		Treasury Stock		Retained Earnings		AOCL(2)		Xerox Holdings Shareholders’ Equity		Non- controlling Interests		Total Equity
Balance at December 31, 2021	$	168	$	1,802	$	(177)	$	5,631	$	(2,988)	$	4,436	$	7	$	4,443

Comprehensive loss, net	—		—		—		(60)		(342)		(402)		(2)		(404)
Cash dividends declared - common(3)	—		—		—		(80)		—		(80)		—		(80)
Cash dividends declared - preferred(4)	—		—		—		(7)		—		(7)		—		(7)


Stock option and incentive plans, net	1		38		—		—		—		39		—		39

Payments to acquire treasury stock, including fees	—		—		(113)		—		—		(113)		—		(113)
Cancellation of treasury stock	(14)		(276)		290		—		—		—		—		—
Investment from noncontrolling interests	—		—		—		—		—		—		5		5
Distributions to noncontrolling interests	—		—		—		—		—		—		(1)		(1)

Balance at June 30, 2022	$	155	$	1,564	$	—	$	5,484	$	(3,330)	$	3,873	$	9	$	3,882

_____________

(1)Common Stock has a par value of $1 per share.

(2)Refer to Note 2019 - Other Comprehensive Income (Loss) ~~Income~~ for the components of AOCL.

(3)Cash dividends declared on common stock for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 were $0.25 per share, respectively, and $0.50 per share, respectively.

(4)Cash dividends declared on preferred stock for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 were $20.00 per share, respectively, and $40.00 per share, respectively.

Xerox 2023 Form 10-Q 37

Common Stock and Treasury Stock

The following is a summary of the changes in Common and Treasury stock shares:

Common Stock Shares Treasury Stock Shares
Balance at December 31, 2021 168,069 8,675
Stock based compensation plans, net 630 —
Acquisition of Treasury stock — 5,174
Cancellation of Treasury stock (12,341) (12,341)
Balance at March 31, 2022 156,358 1,508
Stock based compensation plans, net 116 —
Cancellation of Treasury stock (1,508) (1,508)
Balance at June 30, 2022 154,966 —

~~Xerox 2022 Form 10-Q~~ 35


	Common Stock Shares	Treasury Stock Shares
Balance at December 31, 2022	155,781	—
Stock based compensation plans, net	1,177	—


Balance at March 31, 2023	156,958	—
Stock based compensation plans, net	147	—


Balance at June 30, 2023	157,105	—

Note 18 – Shareholder's Equity of Xerox

The shareholder's equity information presented below reflects the consolidated activity of Xerox.


		Additional Paid-in Capital		Retained Earnings		AOCL(1)		Xerox Shareholder's Equity		Non- controlling Interests		Total Equity			Additional Paid-in Capital		Retained Earnings		AOCL(1)		Xerox Shareholder's Equity		Non- controlling Interests		Total Equity
Balance at March 31, 2022		$	3,592	$	3,871	$	(3,032)	$	4,431	$	5	$	4,436
Comprehensive loss, net		—		(4)		(298)		(302)		(1)		(303)
Balance at March 31, 2023														Balance at March 31, 2023	$	3,695	$	3,455	$	(3,454)	$	3,696	$	8	$	3,704
Comprehensive (loss) income, net														Comprehensive (loss) income, net	—		(61)		17		(44)		1		(43)

Dividends declared to parent	Dividends declared to parent	—		(47)		—		(47)		—		(47)		Dividends declared to parent	—		(43)		—		(43)		—		(43)

Transfers from parent	Transfers from parent	38		—		—		38		—		38		Transfers from parent	13		—		—		13		—		13

Investment from noncontrolling interests	Investment from noncontrolling interests	—		—		—		—		5		5		Investment from noncontrolling interests	—		—		—		—		(1)		(1)

Balance at June 30, 2022		$	3,630	$	3,820	$	(3,330)	$	4,120	$	9	$	4,129
Balance at June 30, 2023														Balance at June 30, 2023	$	3,708	$	3,351	$	(3,437)	$	3,622	$	8	$	3,630


		Additional Paid-in Capital		Retained Earnings		AOCL(1)		Xerox Shareholder's Equity		Non- controlling Interests		Total Equity			Additional Paid-in Capital		Retained Earnings		AOCL(1)		Xerox Shareholder's Equity		Non- controlling Interests		Total Equity
Balance at March 31, 2021		$	3,360	$	5,672	$	(3,335)	$	5,697	$	4	$	5,701
Balance at March 31, 2022														Balance at March 31, 2022	$	3,592	$	3,871	$	(3,032)	$	4,431	$	5	$	4,436

Comprehensive income, net		—		91		70		161		—		161
Comprehensive loss, net														Comprehensive loss, net	—		(4)		(298)		(302)		(1)		(303)

Dividends declared to parent	Dividends declared to parent	—		(358)		—		(358)		—		(358)		Dividends declared to parent	—		(47)		—		(47)		—		(47)

Transfers from parent	Transfers from parent	52		—		—		52		—		52		Transfers from parent	38		—		—		38		—		38

Investment from noncontrolling interests	Investment from noncontrolling interests	1		—		—		1		4		5		Investment from noncontrolling interests	—		—		—		—		5		5

Balance at June 30, 2021		$	3,413	$	5,405	$	(3,265)	$	5,553	$	8	$	5,561
Balance at June 30, 2022														Balance at June 30, 2022	$	3,630	$	3,820	$	(3,330)	$	4,120	$	9	$	4,129


	Additional Paid-in Capital		Retained Earnings		AOCL(1)		Xerox Shareholder's Equity		Non- controlling Interests		Total Equity
Balance at December 31, 2022	$	3,693	$	3,427	$	(3,537)	$	3,583	$	10	$	3,593


Comprehensive income, net	—		10		100		110		—		110


Dividends declared to parent	—		(86)		—		(86)		—		(86)

Transfers from parent	15		—		—		15		—		15







Distributions to noncontrolling interests	—		—		—		—		(2)		(2)
Balance at June 30, 2023	$	3,708	$	3,351	$	(3,437)	$	3,622	$	8	$	3,630


	Additional Paid-in Capital		Retained Earnings		AOCL(1)		Xerox Shareholder's Equity		Non- controlling Interests		Total Equity
Balance at December 31, 2021	$	3,202	$	4,476	$	(2,988)	$	4,690	$	7	$	4,697

Comprehensive loss, net	—		(60)		(342)		(402)		(2)		(404)


Dividends declared to parent	—		(596)		—		(596)		—		(596)

Transfers from parent	428		—		—		428		—		428

Investment from noncontrolling interests	—		—		—		—		5		5
Distributions to noncontrolling interests	—		—		—		—		(1)		(1)
Balance at June 30, 2022	$	3,630	$	3,820	$	(3,330)	$	4,120	$	9	$	4,129

Additional Paid-in Capital Retained Earnings
AOCL(1)
Xerox Shareholder's Equity Non- controlling Interests
Total
Equity
Balance at December 31, 2020 $ 4,888 $ 5,834 $ (3,332) $ 7,390 $ 4 $ 7,394
Comprehensive income, net — 130 67 197 — 197
Dividends declared to parent — (559) — (559) — (559)
Intercompany loan capitalization(2)
(1,494) — — (1,494) — (1,494)
Transfers from parent 18 — — 18 — 18
Investment from noncontrolling interests 1 — — 1 4 5
Balance at June 30, 2021 $ 3,413 $ 5,405 $ (3,265) $ 5,553 $ 8 $ 5,561

_____________

(1)Refer to Note 2019 - Other Comprehensive Income (Loss) ~~Income~~ for the components of AOCL.

~~(2)Refer to Note 13 - Debt for information regarding capitalization of balance to Intercompany Loan with Xerox Holdings Corporation.~~

Xerox ~~2022~~2023 Form 10-Q 3638

Note 19 – ~~Stock-Based Compensation~~

Stock-based compensation expense of $50 for the six months ended June 30, 2022 reflects $21 of accelerated expense associated with the vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox Holding's former CEO.

~~Stock Options – CareAR Holdings, LLC~~

~~In September 2021, Xerox Holdings Corporation announced the formation of CareAR Holdings, which consolidates CareAR, Inc., Docushare~~® ~~and XMPie under a single holding company named CareAR Holdings (CareAR).~~

In March 2022, the CareAR Holdings, LLC Board approved the CareAR 2022 Equity Compensation Plan (the “Plan”) and authorized the issuance of 105 thousand stock options (SOs) to certain executives and employees of Xerox and CareAR. Compensation expense of $30 associated with 90 thousand SOs currently awarded under the Plan is based upon the grant date fair value, as determined by utilizing a Black-Scholes option-pricing model and is expected to be recorded on a straight-line basis over 4.7 years, based on the vesting period and management’s estimate of the number of SOs expected to vest. SOs vest on an annual, graduated schedule beginning January 2023 through January 2027 as follows: 10% in January 2023 and 2024, respectively, 20% in January 2025 and 2026, respectively, and 40% in January 2027 based upon continued service. Options granted under the Plan are subject to terms and conditions as determined by the CareAR Board and become vested and exercisable at any time subsequent to the scheduled vesting dates and may expire 90 days or one year from employee termination, depending on cause, but in no event later than ten years from the May 2022 grant date. The terms of the awards also include certain provisions that allow for the immediate vesting in the event of a sale of the entity.

~~Note 20 -~~ Other Comprehensive Income (Loss) ~~Income~~

Other Comprehensive Income (Loss) ~~Income~~ is comprised of the following:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2022				2021				2022				2021					2023				2022				2023				2022
		Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax			Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax		Pre-tax		Net of Tax
Translation Adjustments (Losses) Gains		$	(295)	$	(287)	$	55	$	54	$	(366)	$	(359)	$	3	$	3
Translation Adjustments Gains (Losses)																		Translation Adjustments Gains (Losses)	$	49	$	49	$	(295)	$	(287)	$	141	$	141	$	(366)	$	(359)
Unrealized (Losses) Gains	Unrealized (Losses) Gains																	Unrealized (Losses) Gains
Changes in fair value of cash flow hedges losses	Changes in fair value of cash flow hedges losses	(23)		(16)		(2)		(1)		(38)		(29)		(12)		(9)		Changes in fair value of cash flow hedges losses	(13)		(11)		(23)		(16)		(15)		(13)		(38)		(29)
Changes in cash flow hedges reclassed to earnings(1)	Changes in cash flow hedges reclassed to earnings(1)	4		2		2		1		6		4		3		2		Changes in cash flow hedges reclassed to earnings(1)	7		6		4		2		12		12		6		4

Net Unrealized Losses	Net Unrealized Losses	(19)		(14)		—		—		(32)		(25)		(9)		(7)		Net Unrealized Losses	(6)		(5)		(19)		(14)		(3)		(1)		(32)		(25)

Defined Benefit Plans (Losses) Gains	Defined Benefit Plans (Losses) Gains																	Defined Benefit Plans (Losses) Gains
Net actuarial/prior service (losses) gains		(72)		(55)		23		17		(56)		(43)		66		49
Net actuarial/prior service losses																		Net actuarial/prior service losses	(27)		(20)		(72)		(55)		(20)		(15)		(56)		(43)
Prior service amortization(2)	Prior service amortization(2)	(3)		(2)		(17)		(13)		(7)		(5)		(34)		(25)		Prior service amortization(2)	(1)		—		(3)		(2)		(4)		(2)		(7)		(5)
Actuarial loss amortization/settlement(2)	Actuarial loss amortization/settlement(2)	23		17		31		23		51		38		66		49		Actuarial loss amortization/settlement(2)	11		8		23		17		18		13		51		38

Other gains (losses)(3)		43		43		(11)		(11)		52		52		(2)		(2)
Other (losses) gains(3)																		Other (losses) gains(3)	(15)		(15)		43		43		(37)		(37)		52		52
Changes in Defined Benefit Plans (Losses) Gains	Changes in Defined Benefit Plans (Losses) Gains	(9)		3		26		16		40		42		96		71		Changes in Defined Benefit Plans (Losses) Gains	(32)		(27)		(9)		3		(43)		(41)		40		42

Other Comprehensive (Loss) Income Attributable to Xerox Holdings/Xerox		$	(323)	$	(298)	$	81	$	70	$	(358)	$	(342)	$	90	$	67
Other Comprehensive Income (Loss)																		Other Comprehensive Income (Loss)	11		17		(323)		(298)		95		99		(358)		(342)
Less: Other comprehensive loss attributable to noncontrolling interests																		Less: Other comprehensive loss attributable to noncontrolling interests	—		—		—		—		(1)		(1)		—		—
Other Comprehensive Income (Loss) Attributable to Xerox Holdings/Xerox																		Other Comprehensive Income (Loss) Attributable to Xerox Holdings/Xerox	$	11	$	17	$	(323)	$	(298)	$	96	$	100	$	(358)	$	(342)

____________

(1)Reclassified to Cost of sales - refer to Note 14 - Financial Instruments for additional information regarding our cash flow hedges.

(2)Reclassified to Total Net Periodic Benefit Cost - refer to Note 16 - Employee Benefit Plans for additional information.

(3)Primarily represents currency impact on cumulative amount of benefit plan net actuarial losses and prior service credits in AOCL.

Accumulated Other Comprehensive Loss (AOCL)

AOCL is comprised of the following:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Cumulative translation adjustments	Cumulative translation adjustments	$	(2,220)	$	(1,861)	Cumulative translation adjustments	$	(2,095)	$	(2,237)
Other unrealized losses, net	Other unrealized losses, net	(27)		(2)		Other unrealized losses, net	(5)		(4)
Benefit plans net actuarial losses and prior service credits	Benefit plans net actuarial losses and prior service credits	(1,083)		(1,125)		Benefit plans net actuarial losses and prior service credits	(1,337)		(1,296)
Total Accumulated Other Comprehensive Loss Attributable to Xerox Holdings/Xerox	Total Accumulated Other Comprehensive Loss Attributable to Xerox Holdings/Xerox	$	(3,330)	$	(2,988)	Total Accumulated Other Comprehensive Loss Attributable to Xerox Holdings/Xerox	$	(3,437)	$	(3,537)

Xerox ~~2022~~2023 Form 10-Q 3739

Note 2120 – (Loss) Earnings per Share

(shares in thousands)

The following table sets forth the computation of basic and diluted (loss) earnings per share of Xerox Holdings Corporation's common stock:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Basic (Loss) Earnings per Share	Basic (Loss) Earnings per Share									Basic (Loss) Earnings per Share
Net (Loss) Income Attributable to Xerox Holdings	Net (Loss) Income Attributable to Xerox Holdings	$	(4)	$	91	$	(60)	$	130	Net (Loss) Income Attributable to Xerox Holdings	$	(61)	$	(4)	$	10	$	(60)
Accrued dividends on preferred stock	Accrued dividends on preferred stock	(3)		(3)		(7)		(7)		Accrued dividends on preferred stock	(3)		(3)		(7)		(7)

Adjusted Net (loss) income available to common shareholders	Adjusted Net (loss) income available to common shareholders	$	(7)	$	88	$	(67)	$	123	Adjusted Net (loss) income available to common shareholders	$	(64)	$	(7)	$	3	$	(67)

Weighted average common shares outstanding~~(1)~~	Weighted average common shares outstanding~~(1)~~	155,170		187,009		155,897		191,433		Weighted average common shares outstanding~~(1)~~	157,009		155,170		156,817		155,897

Basic (Loss) Earnings per Share	Basic (Loss) Earnings per Share	$	(0.05)	$	0.47	$	(0.43)	$	0.64	Basic (Loss) Earnings per Share	$	(0.41)	$	(0.05)	$	0.02	$	(0.43)

Diluted (Loss) Earnings per Share	Diluted (Loss) Earnings per Share									Diluted (Loss) Earnings per Share
Net (Loss) Income Attributable to Xerox Holdings	Net (Loss) Income Attributable to Xerox Holdings	$	(4)	$	91	$	(60)	$	130	Net (Loss) Income Attributable to Xerox Holdings	$	(61)	$	(4)	$	10	$	(60)
Accrued dividends on preferred stock	Accrued dividends on preferred stock	(3)		(3)		(7)		(7)		Accrued dividends on preferred stock	(3)		(3)		(7)		(7)

Adjusted Net (loss) income available to common shareholders	Adjusted Net (loss) income available to common shareholders	$	(7)	$	88	$	(67)	$	123	Adjusted Net (loss) income available to common shareholders	$	(64)	$	(7)	$	3	$	(67)

Weighted average common shares outstanding~~(1)~~	Weighted average common shares outstanding~~(1)~~	155,170		187,009		155,897		191,433		Weighted average common shares outstanding~~(1)~~	157,009		155,170		156,817		155,897
Common shares issuable with respect to:	Common shares issuable with respect to:									Common shares issuable with respect to:
Stock options	Stock options	—		—		—		—		Stock options	—		—		—		—
Restricted stock and performance shares	Restricted stock and performance shares	—		2,012		—		2,096		Restricted stock and performance shares	—		—		1,078		—
Convertible preferred stock	Convertible preferred stock	—		—		—		—		Convertible preferred stock	—		—		—		—

Adjusted weighted average common shares outstanding	Adjusted weighted average common shares outstanding	155,170		189,021		155,897		193,529		Adjusted weighted average common shares outstanding	157,009		155,170		157,895		155,897

Diluted (Loss) Earnings per Share	Diluted (Loss) Earnings per Share	$	(0.05)	$	0.46	$	(0.43)	$	0.64	Diluted (Loss) Earnings per Share	$	(0.41)	$	(0.05)	$	0.02	$	(0.43)

The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive:	The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive:									The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable shares or shares that if included would have been anti-dilutive:
Stock options	Stock options	693		694		693		694		Stock options	287		693		287		693
Restricted stock and performance shares	Restricted stock and performance shares	6,178		4,647		6,178		4,562		Restricted stock and performance shares	7,174		6,178		6,096		6,178
Convertible preferred stock	Convertible preferred stock	6,742		6,742		6,742		6,742		Convertible preferred stock	6,742		6,742		6,742		6,742
Total Anti-Dilutive Securities	Total Anti-Dilutive Securities	13,613		12,083		13,613		11,998		Total Anti-Dilutive Securities	14,203		13,613		13,125		13,613

Dividends per Common Share	Dividends per Common Share	$	0.25	$	0.25	$	0.50	$	0.50	Dividends per Common Share	$	0.25	$	0.25	$	0.50	$	0.50

Xerox 2023 Form 10-Q ~~____________~~40

~~(1)Includes unissued shares associated with the accelerated share vesting since all contingencies regarding issuance have lapsed.~~

Note 2221 – Contingencies and Litigation

Legal Matters

We are involved in a variety of claims, lawsuits, investigations and proceedings concerning: securities law; governmental entity contracting; servicing and procurement law; intellectual property law; environmental law; employment law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a

~~Xerox 2022 Form 10-Q~~ 38

material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs.

Brazil Contingencies

Our Brazilian operations have received or been the subject of numerous governmental assessments related to indirect and other taxes. The tax matters principally relate to claims for taxes on the internal transfer of inventory, municipal service taxes on rentals and gross revenue taxes. We are disputing these tax matters and intend to vigorously defend our positions. Based on the opinion of legal counsel and current reserves for those matters deemed probable of loss, we do not believe that the ultimate resolution of these matters will materially impact our results of operations, financial position or cash flows. Below is a summary of our Brazilian tax contingencies:


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Tax contingency - unreserved	Tax contingency - unreserved	$	343	$	292	Tax contingency - unreserved	$	379	$	340
Escrow cash deposits	Escrow cash deposits	36		32		Escrow cash deposits	40		36
Surety bonds	Surety bonds	62		96		Surety bonds	86		80
Letters of credit	Letters of credit	81		74		Letters of credit	33		63
Liens on Brazilian assets	Liens on Brazilian assets	—		—		Liens on Brazilian assets	—		—

The increase in the unreserved portion of the tax contingency, inclusive of any related interest, was primarily due to currency and interest. With respect to the unreserved tax contingency, the majority has been assessed by management as being remote as to the likelihood of ultimately resulting in a loss to the Company. In connection with the above proceedings, customary local regulations may require us to make escrow cash deposits or post other security of up to half of the total amount in dispute, as well as, additional surety bonds and letters of credit, which include associated indexation. Generally, any escrowed amounts would be refundable and any liens on assets would be removed to the extent the matters are resolved in our favor. We are also involved in certain disputes with contract and former employees. Exposures related to labor matters are not material tofor the ~~financial statements as of June 30, 2022 and December 31, 2021.~~periods presented. We routinely assess all these matters as to the probability of ultimately incurring a liability against our Brazilian operations and record our best estimate of the ultimate loss in situations where we assess the likelihood of an ultimate loss as probable.

Litigation ~~Against the Company~~

Miami Firefighters’ Relief & Pension Fund v. Icahn, et al.:

On December 13, 2019, alleged shareholder Miami Firefighters’ Relief & Pension Fund ~~(“Miami Firefighters”)~~(Miami Firefighters) filed a ~~purported~~ derivative complaint in New York State Supreme Court, New York County on behalf of Xerox Holdings Corporation ~~("Xerox Holdings") (as nominal defendant)~~(Xerox Holdings) against Carl Icahn and his affiliated entities High River Limited Partnership and Icahn Capital LP (the ~~"Icahn defendants")~~Icahn defendants), Xerox Holdings, and all then-current Xerox Holdings directors (the ~~"Directors")~~Directors). Plaintiff made no demand on the Board before bringing the action, but instead alleges that doing so would be futile because the Directors lack independence due to alleged direct or indirect relationships with Icahn. Among other things, the complaint alleges that Icahn controls and dominates Xerox Holdings and therefore owes a fiduciary duty of loyalty to Xerox Holdings, which he breached by acquiring HP stock at a time when he knew that Xerox Holdings was ~~considering an offer to acquire HP or had knowledge of~~named as a nominal defendant in the "obvious merits" of such potential acquisition, and that the Icahn defendants’ holdings of HP common stock have risen in market value by approximately $128 since disclosure of the offer. The complaint includes four causes of action:case but no monetary damages are sought against it. Miami Firefighters alleges: breach of fiduciary duty of loyalty against the Icahn defendants; breach of contract against the Icahn defendants (for purchasing HP stock in violation of Icahn’s confidentiality agreement with Xerox Holdings); unjust enrichment against the Icahn defendants; and breach of fiduciary duty of loyalty against the Directors (for any consent to the Icahn defendants’ purchases of HP common stock while Xerox Holdings was considering acquiring HP). ~~The complaint~~Miami Firefighters seeks a judgment of breach of fiduciary duties against the Icahn defendants and the ~~Directors; a declaration that Icahn breached his confidentiality agreement with Xerox Holdings; a constructive trust on Icahn Capital~~Directors, and ~~High River's investments in HP securities;~~ disgorgement to Xerox Holdings of profits Icahn Capital and High River earned from trading in HP stock; payment of unspecified damages by the Directors for breaching fiduciary duties; and attorneys' fees, costs, and other relief the Court deems just and proper. The Court subsequently granted plaintiff’s unopposed motion to consolidate

Xerox 2023 Form 10-Q 41

stock. This action was consolidated with a similar action ~~filed on December 26, 2019~~brought by ~~alleged shareholder~~ Steven J. Reynolds against the same parties in the same ~~court, and designating~~court. Miami Firefighters’ counsel has been designated as lead counsel in the consolidated action.

~~Xerox 2022 Form 10-Q~~ 39

Defendants moved to dismiss in August 2020, and the Court granted defendants’ motions and dismissed the action in its entirety, on December 14, 2020. Plaintiffs appealed the dismissal of the case to the Appellate Division, First Department. On November 18, 2021, the Appellate Division issued its decision and reversed the lower court’s ruling to the extent that it dismissed the claims asserted against the Icahn defendants. The claimsClaims asserted against the Directors ~~remain~~were later dismissed.

OnIn December 8, 2021, the Xerox Holdings Board approved the formation of a Special Litigation Committee (SLC) to investigate and evaluate ~~the~~Miami Firefighters' claims ~~and allegations asserted in the Miami Firefighters’ case~~ and determine the course of action that would be in the best interests of the Company and its shareholders. The Court subsequently stayed all discovery until February 28, 2022, except as related to the issue of the alleged damages sustained by Xerox. On March 18, 2022, following the conclusion of its investigation, the Special Litigation Committee filed a motion to dismiss plaintiffs’ claims on the groundsSLC concluded that the ~~derivative~~ claims ~~are~~were without merit and pursuing ~~the claims~~them would not be in the best interest of Xerox or its shareholders. ~~One week later the Icahn Defendants filed~~The SLC's request that those claims be dismissed is pending before a motion for summary judgment seeking dismissal of all claims against them. On April 4, 2022, Miami Firefighters filed papers in opposition to the pending motions and cross-moved to, among other things, seek discovery regarding the Special Litigation Committee’s investigation. Miami Firefighters also cross-moved seeking an order granting partial summary judgment against the Icahn Defendants for disgorgement of alleged unrealized profits in the amount of $18.12. Oral argument on all pending motions took place on July 5, 2022. After hearing from all parties on the various motions, the Court denied without prejudice the Special Litigation Committee's motion to dismiss, the Icahn defendants' motion for summary judgment and the plaintiffs' cross-motion for summary judgment. The Court also granted the plaintiffs limited discovery to be completed within 60 days.New York state appellate court.

Xerox Holdings Corporation v. Factory Mutual Insurance Company and Related Actions:

On March 10, 2021, Xerox Holdings Corporation ~~(“Xerox Holdings”)~~(Xerox Holdings) filed a complaint for breach of contract and declaratory judgment against Factory Mutual Insurance Company (FM) in Rhode Island Superior Court, Providence County seeking insurance coverage for business interruption losses resulting from the coronavirus/COVID-19 pandemic. ~~The complaint~~Xerox Holdings alleges that ~~defendant~~FM agreed to provide Xerox Holdings with up to $1 billion in per-occurrence coverage for losses resulting from pandemic-related loss or damage to certain real and other property, including business interruption loss resulting from insured property damage; that ~~the pandemic had inflicted significant physical loss or damage to property of Xerox Holdings and its direct and indirect customers; that~~ Xerox Holdings’ worldwide actual and projected losses through the end of 2020 totaled in excess of ~~$300 (and is still increasing);~~$300; and that ~~following Xerox Holdings' timely and proper claim in March 2020 for coverage under the “all risk” commercial property insurance policy it had purchased from defendant, defendant improperly~~FM incorrectly denied ~~and rejected~~ coverage for ~~most of the claim. The complaint~~those losses. Xerox Holdings seeks ~~a jury trial, a declaratory judgment against defendant declaring that Xerox is entitled to~~ full coverage of costs and losses under defendant’s policy and declaring that defendant is required to pay for such costs and losses, subject to any applicable limits; damages in an amount to be determined at trial; consequential damages; attorneys’ fees and costs; pre- and post-judgment interest; and other relief the Court deems just and proper. Also on March 10, 2021, subsidiariesFM’s policy. Subsidiaries of Xerox Holdings filed similar complaints and related requests for arbitration in Toronto, London, and Amsterdam for Canadian, UK and European losses.

~~Xerox Holdings consented to defendant’s request for an extension of its time in which to answer or otherwise respond to the complaint. On May 6, 2021, FMG filed its answer to the complaint.~~ The parties ~~thereafter~~have agreed to stay all non-U.S. proceedings pending the outcome of the U.S. litigation. The U.S. litigation is in abeyance as the Rhode Island Supreme Court prepares to hear another COVID-19 insurance coverage case against a FM affiliate with overlapping legal issues.

Guarantees

We have issued or provided approximately ~~$258~~$236 of guarantees as of June 30, ~~2022~~2023 in the form of letters of credit or surety bonds issued to i) support certain insurance programs; ii) support our obligations related to the Brazil contingencies; iii) support our obligations related to our U.K. pension plans; and ~~iii)~~iv) support certain contracts, primarily with public sector customers, which require us to provide a surety bond as a guarantee of our performance of contractual obligations.

In general, we would only be liable for the amount of these guarantees in the event we, or one of our direct or indirect subsidiaries whose obligations we have guaranteed, defaulted in performing our obligations under each ~~contract,~~contract; the probability of which we believe is remote. We believe that our capacity in the surety markets as well as under various credit arrangements (including our Credit Facility) is sufficient to allow us to respond to future requests for proposals that require such credit support.

Xerox ~~2022~~2023 Form 10-Q 40

~~Note 23 – Subsequent Events~~

~~Credit Facility~~

On July 7, 2022, Xerox Corporation, as borrower, and its parent company, Xerox Holdings Corporation (the Company), entered into a new Credit Agreement with several participating lending banks. The new Credit Agreement provides Xerox Corporation with a $500 Revolving Credit Facility (the New Revolving Credit Facility) and has a maturity date of July 7, 2024. We deferred $3 of debt issuance costs in connection with this agreement, which will be amortized over the two-year term of the arrangement.

The New Revolving Credit Agreement includes an uncommitted accordion feature that allows the Company to increase the facility by a total of up to $150, subject to obtaining additional commitments from existing lenders or new lending institutions. The New Revolving Credit Agreement also includes a $150 letter of credit sub-facility.

At Xerox Corporation’s election, the borrowings under the New Revolving Credit Facility in U.S. dollars will bear interest at either (i) a rate per annum equal to the highest of Citibank’s prime rate or a rate 0.5% in excess of the Federal Funds Rate or a rate 1.0% in excess of one-month Term SOFR (the Base Rate), in each case plus an applicable margin, or (ii) the one-, three-, or six-month per annum Term SOFR (the Term SOFR Rate), as selected by the Company, plus an applicable margin. The applicable margin for Base Rate loans, through the quarterly reporting for the fiscal quarter ending September 30, 2022, is 1.00% per annum, and thereafter varies from 0.50% to 1.25% depending on the Company’s consolidated total net leverage ratio (as defined in the New Credit Agreement). The applicable margin for Term SOFR Rate loans, through the quarterly reporting for the fiscal quarter ending September 30, 2022, is 2.00% per annum, and thereafter varies from 1.50% to 2.25% depending on the Company’s consolidated total net leverage ratio. Xerox Corporation may also borrow in currencies other than U.S. dollars under the New Revolving Credit Agreement, and such borrowings will bear interest calculated under a construct similar to that described above. Principal outstanding would be payable in full at maturity on July 7, 2024.

Xerox Corporation’s borrowings under the New Revolving Credit Facility are supported by guarantees from the Company and its subsidiary guarantors, and by security interests in substantially all of the assets of Xerox Corporation, the Company, and its subsidiary guarantors, subject to certain exceptions. If an event of default occurs under the New Revolving Credit Facility, the entire principal amount outstanding under the New Revolving Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.

The New Revolving Credit Facility requires the Company to comply with the following financial covenants measured as of the end of each fiscal quarter, commencing with the quarter ending September 30, 2022:

~~(a)Minimum Unrestricted Cash~~ ~~- maintain an Unrestricted Cash balance, as defined in the New Revolving Credit Agreement, in an amount not less than $500 as of the last day of the quarter.~~

~~(b)Total Net Leverage Ratio~~ - a quarterly test that is calculated as net debt for borrowed money divided by consolidated EBITDA, both as defined in the New Revolving Credit Agreement - with a cap on cash netting of $1.0 billion.

~~(c)Interest Coverage Ratio~~ ~~- a quarterly test that is calculated as consolidated EBITDA divided by consolidated interest expense, both as defined in the New Revolving Credit Agreement.~~

~~In addition, the New Revolving Credit Facility requires that no more than $300 of the $650 2023 Senior Notes is outstanding as of December 15, 2022 in order for the facility to remain in effect.~~

The New Revolving Credit Facility also imposes restrictions on the Company and its subsidiaries, including on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Under the New Revolving Credit Facility, provided there is no event of default existing, the Company may declare and pay cash dividends on shares of its common stock and its preferred stock, and may repurchase shares of its common stock and its preferred stock (i) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s Total Net Leverage ratio is 3.5 to 1.00 or less or (ii) in an aggregate amount in any fiscal year not to exceed the greater of (x) $200 or (y) 50% of free cash flow, which is operating cash flows less capital expenditures, for the prior fiscal year, commencing with the fiscal year ending December 31, 2022.

~~Acquisition~~

In July 2022, Xerox acquired Go Inspire, a U.K.-based print and digital marketing and communication services provider, for approximately $48 (GBP 40 million). The acquisition strengthens Xerox’s strategy to grow its global Digital Services presence in EMEA. The purchase price was all cash for 100% ownership of the acquired company and is expected to be primarily allocated to intangible assets and goodwill. The goodwill associated with the acquisition of Go Inspire will be included in our Print and Other segment. The operating results of this acquisition are not expected to be material to our financial statements.

~~Xerox 2022 Form 10-Q~~ 4142

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Throughout the Management’s Discussion and Analysis (MD&A), that follows, references to “Xerox Holdings” refer to Xerox Holdings Corporation and its consolidated subsidiaries, while references to “Xerox” refer to Xerox Corporation and its consolidated subsidiaries. References herein to “we,” “us,” “our,” and the “Company” refer collectively to both Xerox Holdings and Xerox unless the context suggests otherwise. References to "Xerox Holdings Corporation" refer to the stand-alone parent company and do not include its subsidiaries. References to "Xerox Corporation" refer to the stand-alone company and do not include its subsidiaries.

Currently, Xerox Holdings' primary direct operating subsidiary is Xerox and Xerox reflects nearly all of Xerox Holdings' operations. Accordingly, the following MD&A primarily focuses on the operations of Xerox and is intended to help the reader understand Xerox's business and its results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, the Condensed Consolidated Financial Statements and the accompanying notes. Throughout this MD&A, references are made to various notes in the Condensed Consolidated Financial Statements which appear in Item 1 of this ~~Combined~~combined Quarterly Report on Form 10-Q (this Form 10-Q), and the information contained in such notes is incorporated by reference into the MD&A in the places where such references are made.

Xerox Holdings' other direct subsidiary is Xerox Ventures LLC, which was established in 2021 solely to invest in startups and early/mid-stage growth companies aligned with the Company’s innovation focus areas and targeted adjacencies. In January of 2023, all Xerox Ventures LLC investments were transferred and are held by Xerox Ventures Fund I, LLC, a subsidiary of Xerox Ventures LLC. Xerox Ventures Fund I, LLC had investments of approximately ~~$15~~$24 million at June 30, ~~2022.~~2023. Due to its immaterial nature, and for ease of discussion, Xerox Ventures LLC's results are included within the following discussion.

Currency Impact

To understand the trends in the business, we believe that it is helpful to analyze the impact of changes in the translation of foreign currencies into U.S. Dollars on revenue and expenses. We refer to this analysis as "constant ~~currency",~~currency," “currency impact” or “the impact from currency.” This impact is calculated by translating current period activity in local currency using the comparable prior year period's currency translation rate. This impact is calculated for all countries where the functional currency is the local country currency. We do not hedge the translation effect of revenues or expenses denominated in currencies where the local currency is the functional currency. Management believes the constant currency measure provides investors an additional perspective on revenue trends. Currency impact can be determined as the difference between actual growth rates and constant currency growth rates.

Overview

~~During~~In the ~~first half~~second quarter 2023, resilient demand and balanced execution drove another quarter of ~~2022, we continued to see strong demand for~~growth in revenue, profits, and cash flow. Recent improvements in financial performance are driven by an intense focus on our three strategic priorities, which includes a focus on delivering client success through products and services ~~despite a challenging operating environment. Supply constraints continued to inhibit our ability to fulfill demand, resulting~~that address the productivity challenges of today’s hybrid workplace.

Equipment sales revenue of $420 million in the ~~growth of our backlog~~second quarter 2023 increased 14.8% in actual currency and 14.3% in constant currency1 as compared to ~~$440 million, a 4.3% sequential increase and more than double~~the prior year ~~period's levels. Although~~period, reflecting stable demand and improved product availability, particularly in the Americas, and for our higher margin A3 devices. As expected, backlog ~~remains elevated, it is considered manageable~~2 returned to normalized levels and ~~its growth rate did decline quarter over quarter reflecting a slowing increase as product supply improves. Post sale revenue grew~~since we do not expect changes in ~~actual and constant currency, due~~backlog2 to ~~growth in IT Services, which included the benefits from recent acquisitions, and print activity-driven revenue, such as consumables and services.~~materially affect results going forward, we will no longer provide detailed backlog2 information. Consistent with ~~prior~~recent quarters, ~~we see a very strong correlation between return-to-office trends and page volumes. Although return-to-office trends have been gradual, in the first half of 2022, service~~ revenue growth outpaced ~~page volumes growth as contractual price increases began~~equipment installations due to ~~materialize. We expect that trend to continue through the remainder~~favorable mix and pricing. Post-sale revenue of the year. The Company expects profitability to improve sequentially for the remaining two quarters of the year as supply chain costs normalize, particularly freight costs, and through an easing of product supply constraints, which will not only improve equipment sales but equipment gross margins, as product mix normalizes. Inflationary pressures are expected to continue in the near-term, but we expect to offset a large portion of inflation-related cost growth with price increases for our products and services. The effects of our price increases will compound over time, particularly for our contractual business, where price increases are enacted at specific times throughout the year, or upon contract renewal. Further offsetting these cost pressures will be savings generated through Project Own It. The Company is targeting gross cost savings of $450 million in 2022, the vast majority of which will be realized$1.3 billion in the second ~~half~~quarter 2023 declined 3.4% in actual currency as compared to the prior year period and 3.2% in constant currency1. The decrease was driven primarily by non-contractual items, including lower IT hardware and paper sales, lower finance income and the cessation of Fuji royalties, partially offset by gains and commissions on sales of finance receivables.

Pre-tax loss increased year-over-year driven by a net pre-tax charge of $132 million related to the donation of our Palo Alto Research Center (PARC), partially offset by continued cost reduction actions, supply chain-related cost improvements and higher revenues. Adjusted1 operating income, which excludes the PARC donation, was also higher year-over-year as a result of these impacts. These benefits were partially offset by currency, the cessation of Fuji royalty income, and higher bad debt and employee compensation expenses. We continue to expect to deliver low to mid-single digit gross operating cost efficiencies for the year.

Xerox 2023 Form 10-Q 43

Segment Reporting Change

During the second quarter of 2023, the Company recasted FITTLE’s segment revenues and profits measures to reflect the recent strategic shift in the Company’s approach to funding FITTLE’s growth through finance receivable funding agreements that involve the sale of lease receivables. Refer to Note 4 - Segment Reporting in the Condensed Consolidated Financial Statements for additional information regarding this reporting change.

Donation of Palo Alto Research Center (PARC)

On April 29, 2023, Xerox completed the donation of its Palo Alto Research Center (PARC) subsidiary to Stanford Research Institute International (SRI), a nonprofit research institute. Refer to Note 6 - Divestiture in the Condensed Consolidated Financial Statements for additional information regarding this donation.

____________________________

(1)Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

(2)Order backlog is measured as the value of unfulfilled sales orders, shipped and non-shipped, received from our customers waiting to be

installed, including orders with future installation dates. It includes printing devices as well as IT hardware associated with our IT services

offerings. ~~Second quarter 2022 backlog of $440 million excludes sales orders from Russia and Powerland Computers Ltd., which was acquired in the first quarter of 2022.~~

~~Xerox 2022 Form 10-Q~~ 42

~~Russia-Ukraine Conflict~~

With respect to the war in Ukraine, in the first quarter 2022 we halted shipments to Russia and Belorussia when sanctions were imposed and the resulting financial impact has thus far been minimal. The Eurasian region in total comprised a low single digit percentage of our revenue and operating profits in 2021. As of June 30, 2022 the net assets of our Eurasian operations were approximately $15 million (approximately $35 million of assets) and comprised approximately 0.4% of consolidated net assets.

~~Reportable Segment Change~~

During the first quarter of 2022, the Company made a change to its reportable segments from one reportable segment to two reportable segments - Print and Other, and Financing (FITTLE) to align with a change in how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO) allocates resources and assesses performance against the Company’s key growth strategies. As such, prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments.

Second Quarter ~~2022~~2023 Review

Total revenue of $1.75 billion for second quarter ~~2022 decreased 2.6%~~2023 increased 0.4% from second quarter ~~2021, including~~2022, which included a ~~3.7-percentage point adverse impact from currency and a 2.0-percentage~~1.2-percentage point benefit from ~~acquisitions. Total revenue reflected~~ an ~~increase of 1.2% in Post sale revenue, including~~acquisition, partially offset by a ~~3.8-percentage~~0.1-percentage point adverse impact from currency. Total revenue reflected a decrease of 3.4% in Post sale ~~revenues improved sequentially~~revenue, which included a 1.5-percentage point benefit from ~~the first quarter 2022, reflecting increased IT services revenues, which benefited~~an acquisition, partially offset by a 0.2-percentage point negative impact from ~~recent acquisitions, as well as a modest increase in page volumes and the early benefits of pricing actions, particularly for our transactional goods and service agreements.~~currency. Equipment sales revenue ~~decreased 14.7%~~increased 14.8%, ~~including~~which included a ~~3.3-percentage~~0.5-percentage point ~~adverse~~benefit impact from ~~currency, as supply chain constraints continue to limit our ability to fulfill demand, which remains strong, as evidenced by further growth in our equipment order backlog.~~

currency. Total revenue of ~~$3.42~~$3.47 billion for the six months ended June 30, ~~2022 decreased 2.5%~~2023 increased 1.6% as compared to the prior year period, including a ~~2.7-percentage~~1.7-percentage point benefit from acquisitions, partially offset by a 1.3-percentage point adverse impact from currency. Total revenue for the six months ended June 30, 2023 reflected ~~an increase~~a decrease of ~~1.6%~~2.8% in Post sale revenue, ~~including~~which included a ~~2.7-percentage~~2.1-percentage point benefit from acquisitions, partially offset by a 1.4-percentage point adverse impact from currency, and ~~a decrease~~an increase of ~~16.0%~~19.3% in Equipment sales revenue, ~~including~~which included a ~~2.4-percentage~~0.9-percentage point adverse impact from currency.

~~A summary of our segment information is as follows:~~

Three Months Ended June 30, Six Months Ended June 30, % of Total
(in millions) 2022 2021 % Change 2022 2021 % Change 2022 2021
Revenue
    Print and Other $1,633 $1,672 (2.3)% $3,183 $3,253 (2.2)% 93% 93%
    Financing (FITTLE) 151 177 (14.7)% 309 357 (13.4)% 9% 10%
    Intersegment Elimination(1)
(37) (56) (33.9)% (77) (107) (28.0)% (2)% (3)%
Total Revenue $1,747 $1,793 (2.6)% $3,415 $3,503 (2.5)% 100% 100%
Profit (Loss)
    Print and Other $18 $111 (83.8)% $(2) $182 (101.1)% (6)% 85%
    Financing (FITTLE) 17 15 13.3% 34 33 3.0% 106% 15%
Total Profit $35 $126 (72.2)% $32 $215 (85.1)% 100% 100%

~~_____________~~

~~(1)Reflects net revenue, primarily commissions and other payments, made by the Financing segment (FITTLE) to the Print and Other segment for the lease of Xerox equipment placements.~~

Net (loss) income attributable to Xerox Holdings and adjusted1 Net income attributable to Xerox Holdings were as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		B/(W)		2022		2021		B/(W)		(in millions)	2023		2022		B/(W)		2023		2022		B/(W)
Net (loss) income attributable to Xerox Holdings		$	(4)	$	91	$	(95)	$	(60)	$	130	$	(190)
Net (Loss) Income Attributable to Xerox Holdings														Net (Loss) Income Attributable to Xerox Holdings	$	(61)	$	(4)	$	(57)	$	10	$	(60)	$	70
Adjusted(1) Net income attributable to Xerox Holdings	Adjusted(1) Net income attributable to Xerox Holdings	24		94		(70)		10		141		(131)		Adjusted(1) Net income attributable to Xerox Holdings	72		24		48		154		10		144

____________________________

(1)Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

Second quarter 2023 Net (loss) attributable to Xerox Holdings was $(61) million as compared to the second quarter 2022 Net ~~loss~~(loss) attributable to Xerox Holdings of $(4) million. The increased loss primarily reflects the after-tax PARC donation charge of $92 million ~~was a $95~~($132 million decrease as compared to second quarter 2021 primarily reflecting lower gross margin, as a result of unfavorable product and services mix and higher freight costs associated with product supply constraints,pre-tax), as well as higher ~~Selling, administrative~~Restructuring and ~~general expenses due to higher stock compensation expense associated with the accelerated vesting of certain~~

~~Xerox 2022 Form 10-Q~~ 43

~~equity awards~~related costs, net, and higher Other expenses, ~~net due to the lower benefit from non-service retirement costs.~~net. These negative impacts were partially offset by higher revenue and gross margin, which include the impact of lower ~~Restructuring~~supply chain-related costs, as well as a lower rate of investments in new businesses, lower Selling, administrative and ~~related costs, net, Amortization of intangible assets~~general expenses, and lower Income tax expense. Second quarter ~~2022 Adjusted~~2023 Adjusted1 ~~net~~Net income attributable to Xerox Holdings of ~~$24~~$72 million ~~decreased $70~~increased $48 million as compared to the prior year, primarily reflecting lower gross margin, as a result of unfavorable mix as well as higher logistics costs associated with product supply constraints. These negative impacts were partially offset by lower Other expenses, net and Income tax expense.

~~Net loss attributable to Xerox Holdings for the six months ended June 30, 2022 of $(60) million was a $190 million decrease~~ as compared to the prior year period, primarily reflecting ~~lower~~higher gross margin, aswhich include a ~~result~~favorable mix, and the impact of ~~unfavorable product and services mix as well as higher freight~~lower supply chain-related costs, associated with product supply constraints, as well as higher Selling, administrative and general expenses due to higher stock compensation expense associated with the accelerated vesting of certain equity awards. Other expenses, net were $60 million higher primarily due to a $33 million charge in the first quarter 2022 associated with the termination of a product supply agreement (which was net of an $8 million previously recorded accrual), higher non-financing interest expense, and a lower ~~benefit from non-service retirement costs.~~rate of investments in new businesses, and higher revenues. These ~~negative impacts~~benefits were partially offset by ~~income~~higher Income tax ~~benefits.~~ expense.

A~~djusted~~1 ~~net~~Net income attributable to Xerox Holdings for the six months ended June 30, ~~2022 decreased $131~~2023 was $10 million as compared to a Net (loss) attributable to Xerox Holdings of $(60) million in the prior year period. The increase in Net Income primarily reflects higher revenue and gross margin, which include the impact of lower supply chain-related costs, and lower Selling, administrative and general expenses, as well as a lower rate of investments in new businesses, and lower Other expenses, net, all of which were partially offset by the after-tax PARC donation charge of $92 million ($132 million pre-tax), as well as higher Restructuring and related costs, net, and Income tax expense. Adjusted1 Net income attributable to Xerox Holdings for the six months ended June 30, 2023 of $154 million increased $144 million as compared to the prior year period, primarily reflecting ~~lower~~higher revenues and gross margin, ~~as a result~~which include the impact of ~~unfavorable product and services mix~~lower supply chain-related costs, as well as ~~higher freight costs associated with product supply constraints, and higher~~lower Selling, administrative and general ~~expenses.~~

Xerox 2023 Form 10-Q 44

expenses, and a lower rate of investments in new businesses. These ~~negative impacts~~benefits were partially offset by ~~income~~higher Income tax ~~benefits~~expense.

____________________________

(1)Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

A summary of our segments - Print and Other and Financing (FITTLE) - is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2023		2022		% Change		2023		2022		% Change
Revenue
Print and Other	$	1,674	$	1,673	0.1	%	$	3,310	$	3,266	1.3	%
FITTLE	101		96		5.2	%	203		194		4.6	%
Intersegment Elimination(1)	(21)		(22)		(4.5)	%	(44)		(45)		(2.2)	%
Total Revenue	$	1,754	$	1,747	0.4	%	$	3,469	$	3,415	1.6	%

Profit
Print and Other	$	107	$	29	nm		$	207	$	18	nm
FITTLE	—		6		nm		18		14		28.6	%
Total Profit	$	107	$	35	nm		$	225	$	32	nm

____________________________

(1)Reflects revenue, primarily commissions and other payments, made by the FITTLE segment to the Print and Other ~~expenses, net.~~segment for the lease of Xerox equipment placements.

nm - Change is not meaningful.

Cash flows from operating activities during the six months ended June 30, ~~2022~~2023 was a ~~use~~source of ~~$19~~$173 million and ~~decreased $350~~increased $192 million as compared to the prior year period, primarily related to lower cash earnings, which included incremental investments in our new businesses, lower royalty payments and a $41 million one-time payment in the current quarter associated with the termination of a product supply agreementhigher net income as well as proceeds of approximately $630 million from the on-going sales of finance receivables under the finance receivables funding agreement, partially offset by higher finance receivable originations, and an ~~increase in~~increased use of cash for working capital21 ~~and the timing of management bonus payments.~~. Cash used in investing activities during the six months ended June 30, ~~2022~~2023 was ~~$62~~$22 million primarily reflecting capital expenditures of ~~$29~~$15 million and acquisitions of ~~$52 million and~~ $7 ~~million of noncontrolling investments as part of our corporate venture capital fund, partially offset by $26 million related to the sale of surplus buildings and land in the U.S.~~million. Cash used in financing activities during the six months ended June 30, ~~2022~~2023 was ~~$587~~$725 million primarily due to net debt payments of $626 million reflecting $300 million for Senior Notes that matured in 2023, and payments of ~~$477~~$519 million on existing secured financing arrangements, ~~$300~~which includes the early repayment of $185 million on ~~Senior Notes that matured in 2022 and $353 million for the early redemption of 2023 Senior Notes, which included~~ a ~~premium payment of $3 million,~~U.S. secured borrowing, partially offset by net proceeds of ~~$753~~$193 million ~~on a~~from the new ~~secured financing arrangement, as well as $113 million for repurchases~~Asset Based Loan Facility (ABL). The remaining use of ~~our Common Stock, and~~cash was dividend payments of $88 million.

~~2022 Outlook~~____________________________

~~Despite a challenging operating environment, we are maintaining our revenue~~(1)Working capital, net reflects Accounts receivable, Billed portion of finance receivables, Inventories and ~~cash flow outlook, as we~~Accounts payable.

We continue to expect ~~supply chain constraints and return-to-office trends~~total Revenue to ~~improve~~be flat to down low-single-digits in constant currency1 in 2023, which reflects a stable demand environment with a contingency for macroeconomic uncertainty. In the past three months, the macroeconomic outlook has improved, as has momentum in signings for our services. As a result, we now expect full-year revenue to be at the upper end of our expected range. Due to better-than-expected profitability in the ~~second~~first half of ~~the year,~~2023, reflecting a stronger-than-expected realization of operating efficiencies and revenue mix, we ~~are implementing counteractive measures~~expect pre-tax and adjusted1 operating income and margin to increase over 2022 levels, with a slightly higher increase expected for adjusted1 operating margin. Lastly, we have increased our expectations for Operating cash flows and now expect them to be at least $650 million, which is an increase from our original expectation of at least $550 million. The increase reflects an improvement in ~~response to geopolitical uncertainty~~expected operating income and ~~inflationary pressures.~~

~~Accordingly, we~~incremental sales of finance receivables. We continue to expect ~~revenue~~capital expenditures to ~~grow to $7.1 billion in actual currency, and expect that profitability will improve in the second half of the year.~~be approximately $50 million. Our ~~revenue outlook is also based on current exchange rates. We are confident in our ability to generate cash and plan to continue our~~ capital allocation policy of returning at least 50% of ~~our annual~~ free cash flow2 to shareholders and expect full year Operating cash flows to be at least $475 million (excluding the payments associated with the first quarter 2022 contract termination charge), and capital expenditures of at least $75 million.remains unchanged.

____________________________

(1)~~See~~Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

(2)~~Working~~Free cash flow is Net cash provided by operating activities less capital ~~net reflects Accounts receivable, net, Inventories and Accounts payable.~~

expenditures.

Xerox ~~2022 Form 10-Q~~ 44

~~Critical Accounting Policies and Estimates - Update~~

~~Goodwill - Interim Impairment Evaluation – Change in Segments~~

Our goodwill balance was $3.2 billion and $3.3 billion at June 30, 2022 and December 31, 2021, respectively. The balance at December 31, 2021 reflects a pre-tax impairment charge of $781 million recorded in the fourth quarter 2021 after completion of our fourth quarter annual goodwill impairment assessment. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

During the first quarter 2022, the Company made a change to its operating and reportable segments from one operating/reportable segment - Printing - to two operating/reportable segments - Print and Other, and Financing (FITTLE). As a result of the new operating and reportable segments, we also reassessed our reporting units for the evaluation of goodwill. Prior to this change, consistent with the determination that we had one operating/reportable segment, we determined that we had one reporting unit for goodwill assessment purposes. Our reassessment during the first quarter of 2022 determined that likewise consistent with the determination that we had two operating/reportable segments, we now have two reporting units for goodwill assessment purposes – Print and Other, and Financing (FITTLE).

As a result of the change in reporting units, effective January 1, 2022, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that no goodwill was allocable to the Financing (FITTLE) segment. This determination was largely based on the fact that at this stage in the stand-up of the Financing (FITTLE) business, its separate valuation is constrained and limited because the operation is significantly integrated with the Print and Other segment and is primarily an extension or enabler to facilitate the sale of the Company’s products. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2022 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2022.

We perform an assessment of goodwill, utilizing either a qualitative or quantitative impairment test. As a result of our impairment charge in the fourth quarter 2021, we elected to bypass the qualitative impairment test and proceed to the quantitative test for the assessment of the recoverability of our Goodwill balance effective January 1, 2022 before and after the change in segments.

In estimating the fair value of our single reporting unit before the change in segments, our analysis reflected a 75/25 allocation between the income and market approach and the application of a discount rate applied to our projected cash flows of approximately 7.50%. The weighting between the income and market approach was consistent with our assessment in the fourth quarter 2021. The applied discount rate was 25 basis points lower than the rate applied in the fourth quarter 2021 assessment largely due to changes in market inputs with respect to the Cost of Equity as well as a slightly higher Cost of Debt weighting, which carries a lower cost. We believe that the discount rate applied was reasonable based on the estimated capital costs of applicable market participants and an appropriate company-specific risk premium that reflected current market and industry conditions.

In estimating the fair value of our reporting unit with goodwill after the change in segments (Print and Other), our analysis likewise reflected a 75/25 allocation between the income and market approach but the discount rate applied to our projected cash flows was increased to approximately 8.75%. The increase in the discount rate was largely due to an increase in the Company Specific Risk Premium to balance the overall Company valuation and to reflect an increased risk to Print and Other as a result of the removal of a portion of the steadier annuity financing revenues to the Financing (FITTLE) reporting unit. As with the assessment before the segment change, we continue to believe that the discount rate applied was reasonable based on the estimated capital costs of applicable market participants and an appropriate company-specific risk premium that reflected current market and industry conditions. Based on our forecast model, which we believe reflects the inherent uncertainty of the future, we estimated that the excess of fair value over carrying value for the reporting unit with goodwill ranged between 15% and 20%.

In performing its assessment, the Company believes it made reasonable estimates based on the facts and circumstances available as of the assessment date and taking into consideration the macro-economic and industry factors existing at that point. However, the determination of fair value includes assumptions that are subject to risk and uncertainty. The discounted cash flow calculations are dependent on subjective factors including the timing and amount of future cash flows and the discount rate.

~~Xerox 2022~~2023 Form 10-Q 45

continued impacts from additional COVID-19 variants. Operating results did improve in the second quarter 2022 as compared to the first quarter 2022 and operating results are expected to improve further in the second half of 2022 . The Company's latest projections for the full year 2022 as well as for 2023 and 2024 are still within the range of our sensitivity analysis performed as part of the January 1, 2022 interim impairment assessment. Accordingly, based on our interim assessment as of June 30, 2022, we determined that it was more-likely-than-not that the fair value of the Print and Other reporting unit (the only reporting unit with goodwill) was still greater than its net book value and that we did not have a “triggering event” requiring a quantitative assessment of Goodwill. However, given macroeconomic conditions, specifically rising interest rates and their impact on discount rates, our goodwill excess fair value over carrying value is likely reduced as compared to the impairment test as of January 1, 2022.

If assumptions or estimates with respect to the Company's future performance vary from what is expected, including those assumptions relating to the supply chain constraints, interest rates, inflationary pressure on product and labor costs, geopolitical uncertainty in Europe and the threat of additional COVID-19 variants, this may impact the impairment analysis and could reduce the underlying cash flows used to estimate fair values and result in a decline in fair value that may trigger future impairment charges. We will continue to monitor developments in 2022 including updates to our forecasts as well as our market capitalization, and an update of our assessment and related estimates may be required in the future.

Financial Review

Revenues


		Three Months Ended June 30,								Six Months Ended June 30,								% of Total Revenue					Three Months Ended June 30,								Six Months Ended June 30,								% of Total Revenue
(in millions)	(in millions)	2022		2021		% Change		CC % Change		2022		2021		% Change		CC % Change		2022		2021		(in millions)	2023		2022		% Change		CC % Change		2023		2022		% Change		CC % Change		2023		2022
Equipment sales	Equipment sales	$	366	$	429	(14.7)	%	(11.4)	%	$	680	$	810	(16.0)	%	(13.6)	%	20	%	23	%	Equipment sales	$	420	$	366	14.8	%	14.3	%	$	811	$	680	19.3	%	20.2	%	23	%	20	%
Post sale revenue	Post sale revenue	1,381		1,364		1.2	%	5.0	%	2,735		2,693		1.6	%	4.3	%	80	%	77	%	Post sale revenue	1,334		1,381		(3.4)	%	(3.2)	%	2,658		2,735		(2.8)	%	(1.4)	%	77	%	80	%
Total Revenue	Total Revenue	$	1,747	$	1,793	(2.6)	%	1.1	%	$	3,415	$	3,503	(2.5)	%	0.2	%	100	%	100	%	Total Revenue	$	1,754	$	1,747	0.4	%	0.5	%	$	3,469	$	3,415	1.6	%	2.9	%	100	%	100	%

Reconciliation to Condensed Consolidated Statements of (Loss) Income:	Reconciliation to Condensed Consolidated Statements of (Loss) Income:																					Reconciliation to Condensed Consolidated Statements of (Loss) Income:
Sales	Sales	$	667	$	670	(0.4)	%	2.8	%	$	1,259	$	1,272	(1.0)	%	1.5	%					Sales	$	696	$	667	4.3	%	4.1	%	$	1,355	$	1,259	7.6	%	8.3	%
Less: Supplies, paper and other sales	Less: Supplies, paper and other sales	(301)		(241)		24.9	%	28.0	%	(579)		(462)		25.3	%	28.0	%					Less: Supplies, paper and other sales	(276)		(301)		(8.3)	%	(8.5)	%	(544)		(579)		(6.0)	%	(5.6)	%

Equipment sales	Equipment sales	$	366	$	429	(14.7)	%	(11.4)	%	$	680	$	810	(16.0)	%	(13.6)	%					Equipment sales	$	420	$	366	14.8	%	14.3	%	$	811	$	680	19.3	%	20.2	%

Services, maintenance and rentals	Services, maintenance and rentals	$	1,028	$	1,067	(3.7)	%	0.2	%	$	2,051	$	2,120	(3.3)	%	(0.4)	%					Services, maintenance and rentals	$	1,009	$	1,028	(1.8)	%	(1.6)	%	$	2,013	$	2,051	(1.9)	%	(0.1)	%
Add: Supplies, paper and other sales	Add: Supplies, paper and other sales	301		241		24.9	%	28.0	%	579		462		25.3	%	28.0	%					Add: Supplies, paper and other sales	276		301		(8.3)	%	(8.5)	%	544		579		(6.0)	%	(5.6)	%
Add: Financing	Add: Financing	52		56		(7.1)	%	(4.5)	%	105		111		(5.4)	%	(3.5)	%					Add: Financing	49		52		(5.8)	%	(4.0)	%	101		105		(3.8)	%	(1.8)	%

Post sale revenue	Post sale revenue	$	1,381	$	1,364	1.2	%	5.0	%	$	2,735	$	2,693	1.6	%	4.3	%					Post sale revenue	$	1,334	$	1,381	(3.4)	%	(3.2)	%	$	2,658	$	2,735	(2.8)	%	(1.4)	%

Segments	Segments																					Segments
Print and Other	Print and Other	$	1,633	$	1,672	(2.3)	%			$	3,183	$	3,253	(2.2)	%			93	%	93	%	Print and Other	$	1,674	$	1,673	0.1	%			$	3,310	$	3,266	1.3	%			95	%	95	%
Financing (FITTLE)		151		177		(14.7)	%			309		357		(13.4)	%			9	%	10	%
FITTLE																						FITTLE	101		96		5.2	%			203		194		4.6	%			6	%	6	%
Intersegment elimination(1)	Intersegment elimination(1)	(37)		(56)		(33.9)	%			(77)		(107)		(28.0)	%			(2)	%	(3)	%	Intersegment elimination(1)	(21)		(22)		(4.5)	%			(44)		(45)		(2.2)	%			(1)	%	(1)	%
Total Revenue(2)	Total Revenue(2)	$	1,747	$	1,793	(2.6)	%			$	3,415	$	3,503	(2.5)	%			100	%	100	%	Total Revenue(2)	$	1,754	$	1,747	0.4	%			$	3,469	$	3,415	1.6	%			100	%	100	%

Go-To-Market
Go-To-Market Operations																						Go-To-Market Operations
Americas	Americas	$	1,150	$	1,133	1.5	%	2.0	%	$	2,221	$	2,209	0.5	%	0.8	%	65	%	63	%	Americas	$	1,154	$	1,150	0.3	%	0.7	%	$	2,268	$	2,221	2.1	%	2.6	%	65	%	65	%
EMEA	EMEA	551		617		(10.7)	%	(1.1)	%	1,105		1,204		(8.2)	%	(0.9)	%	32	%	34	%	EMEA	570		551		3.4	%	3.1	%	1,126		1,105		1.9	%	5.2	%	33	%	32	%
Other	Other	46		43		7.0	%	7.0	%	89		90		(1.1)	%	(1.1)	%	3	%	3	%	Other	30		46		(34.8)	%	(34.8)	%	75		89		(15.7)	%	(15.7)	%	2	%	3	%
Total Revenue(2)		$	1,747	$	1,793	(2.6)	%	1.1	%	$	3,415	$	3,503	(2.5)	%	0.2	%	100	%	100	%
Total Revenue(3)																						Total Revenue(3)	$	1,754	$	1,747	0.4	%	0.5	%	$	3,469	$	3,415	1.6	%	2.9	%	100	%	100	%

_____________

CC - See "Currency Impact" section for a description of Constant Currency.

(1)Reflects ~~net~~ revenue, primarily commissions and other payments, made by the ~~Financing~~FITTLE segment ~~(FITTLE)~~ to the Print and Other segment for the lease of Xerox equipment placements.

(2)Refer to Note 4 - Segment Reporting in the ~~"Reportable Segments and Geographic~~Condensed Consolidated Financial Statements for additional information regarding our reportable segments.

(3)Refer to the "Geographic Sales Channels" ~~section.~~section, for definitions.

Second quarter 2023 total revenue increased 0.4% as compared to second quarter 2022, which included a 1.2-percentage point benefit from an acquisition, partially offset by a 0.1-percentage point adverse impact from currency. The increase in constant currency1 revenue is attributable to growth in equipment sales revenue, reflecting a stable demand environment, improved product supply, recent pricing actions, and a favorable mix. Post sale revenue decreased at constant currency1 primarily due to lower paper sales, IT hardware revenue declines, lower finance income, and the cessation of Fuji royalty income and PARC revenue. Contractual print services revenue2 was down slightly, due to a reduction in our serviced fleet, partially offset by growth in digital services, including the benefits of a recent acquisition and price increases.

Total revenue for the six months ended June 30, 2023 increased 1.6%, including a 1.7-percentage point benefit from acquisitions, partially offset by a 1.3-percentage point adverse impact from currency. The increase in constant currency1 revenue is attributable to growth in equipment sales revenue, reflecting a stable demand environment, improved product supply, recent pricing actions, and a favorable mix. Post sale revenue for the six months ended June 30, 2023 decreased at constant currency1, primarily due to lower paper sales, IT hardware revenue declines, lower finance income, and the cessation of Fuji royalty income and PARC revenue. Contractual print services revenue2 increased due to growth in IT and digital services revenue, which included the benefits of an acquisition, partially offset by a reduction in our serviced fleet.

Xerox ~~2022~~2023 Form 10-Q 46

~~Second~~ ~~quarter 2022 total~~Geographically, revenue ~~decreased 2.6%~~ increased 0.3% in our Americas region as compared to second quarter ~~2021, including~~2022, and included a ~~3.7-percentage~~0.4-percentage point adverse impact from currency, and ~~a 2.0-percentage point benefit from acquisitions, while total revenue~~ for the six months ended June 30, ~~2022 decreased 2.5%, including~~2023, revenue increased 2.1% as compared to the prior year period, and included a ~~2.7-percentage~~0.5-percentage point adverse impact from ~~currency and a 1.9-percentage point benefit from acquisitions.~~currency. The decrease in revenue reflected continued global product supply constraints and freight disruptions, which limited our ability to fulfill orders and resulted in growth of our order backlog. At the end of the first quarter of 2022, and continuing in the second quarter of 2022, we began to see a modest increase in ~~page volumes, as well as an increase~~our Americas region in ~~page volume-driven post sale revenue as workers gradually return to the workplace. We continue to expect supply constraints and return-to-office trends to improve in the second half of the year.~~

~~Geographically, second~~ ~~quarter 2022~~ ~~revenue in EMEA decreased 10.7%, including a 9.6-percentage point adverse impact from currency,~~both periods, as compared to ~~second quarter 2021, while~~their respective prior year periods, was due to higher equipment sales resulting from increased product availability, offset by lower post sale revenue. The increase for the six months ended June 30, ~~2022 revenue decreased 8.2%~~2023 also benefited from a recent acquisition. Revenue in our EMEA operations increased 3.4%, ~~including a 7.3-percentage point adverse impact from currency. Second~~as compared to second quarter 2022 r~~evenue increased 1.5% in our Americas operations, including~~and included a ~~0.5-percentage~~0.3-percentage point ~~adverse impact~~benefit from currency, ~~while~~and for the six months ended June 30, ~~2022~~2023, revenue increased ~~0.5%~~1.9%, including a ~~0.3-percentage~~3.3-percentage point adverse impact from currency. On a constant currency ~~with both periods benefitting from recent acquisitions. Both regions were negatively affected by product supply constraints~~1 basis, revenue in our EMEA region increased 3.1% and ~~global freight disruptions. Page volumes during~~5.2% for the ~~first half of 2022 grew moderately faster in EMEA than in the Americas when~~three and six months ended June 30, 2023, respectively, as compared to the respective prior year ~~period as Europe's return to office measures post-pandemic has generally trended higher than~~periods, driven by strength in equipment sales revenue and the ~~U.S.~~benefits from a recent acquisition.

Total revenue for the three and six months ended June 30, ~~2022~~2023 reflected the following:

Post sale revenue

Post sale revenue primarily reflects ~~contracted~~revenues from contractual print services ~~equipment maintenance,~~2, supplies and financing. These revenues are associated not only with the population of devices in the field, which ~~are~~is affected by installs and removals, but also by the page volumes generated from the usage of such devices and the revenue per printed page. Post sale revenue also includes transactional IT hardware sales and ~~implementation~~other IT services, ~~primarily from our XBS organization in~~as well as gains and commissions on the ~~U.S.~~sale of finance receivables.

For the three months ended June 30, ~~2022,~~2023, Post sale revenue ~~increased 1.2%~~decreased 3.4% as compared to second quarter ~~2021, including~~2022, and included a ~~3.8-percentage~~1.5-percentage point benefit from an acquisition, and a 0.2-percentage point adverse impact from ~~currency, while~~currency. Post sale ~~revenues increased 1.6%~~revenue decreased 2.8% for the six months ended June 30, ~~2022~~2023 as compared to the prior year period ~~including~~and included a ~~2.7-percentage~~2.1-percentage point benefit from acquisitions, and a 1.4-percentage point adverse impact from currency. Post sale revenue reflected the following:

•Services, maintenance and rentals ~~revenue~~ revenue includes ~~rental and~~ maintenance revenue (including bundled supplies) ~~as well as the post sale component of the document~~, print and digital services revenue from our ~~Xerox~~ Services ~~offerings.~~offerings, rentals and other revenues.

◦For the three months ended June 30, ~~2022,~~2023, these revenues decreased ~~3.7%~~1.8% as compared to second quarter ~~2021,~~2022, including a ~~3.9-percentage~~0.2-percentage point adverse impact from currency. The ~~resulting change~~decline in ~~revenues reflected moderately higher page volumes, corresponding~~constant currency1 was due to the cessation of Fuji royalty income and PARC revenue. Contractual print services2 revenue was down slightly as compared to second quarter 2022, with growth in digital services, including the ~~gradual return-to-office trends,~~benefits of a recent acquisition, and benefits of price increases which were offset by a slight reduction in our serviced fleet. These impacts were partially offset by ~~lower royalty revenues from FUJIFILM Business Innovation Systems (formerly Fuji Xerox), lower third-party leasing~~the acquisition of Go Inspire and gains and commissions ~~(resulting from higher XFS lease penetration~~on sales of ~~our XBS operations), a lower net population of devices and an ongoing competitive environment.~~finance receivables.

◦For the six months ended June 30, ~~2022,~~2023, these revenues decreased ~~3.3%~~1.9% as compared to the prior year period, including a ~~2.9-percentage~~1.8-percentage point adverse impact from currency. The decline in constant currency ~~reflecting~~1 was due to the ~~impact~~cessation of ~~lower~~Fuji royalty revenues from FUJIFILM Business Innovation Systems (formerly Fuji Xerox), lower third-party leasing commissions (resulting from higher XFS lease penetration of our XBS operations), a lower net population of devicesincome and ~~an ongoing competitive environment. Declines~~PARC revenue. These impacts were partially offset by ~~moderately higher page volumes,~~gains and commissions on sales of finance receivables and revenue growth in contractual print services2. Growth in contractual print services2 revenue included growth in digital services, the benefits of a recent acquisition and price increases, which ~~began to increase towards the end of the first quarter of 2022, corresponding with return-to-office trends.~~were partially offset by a slight reduction in our serviced fleet.

•Supplies, paper and other sales revenue includes unbundled supplies, IT services and other sales.

◦For the three months ended June 30, ~~2022,~~2023, these revenues ~~increased 24.9%~~decreased 8.3% as compared to second quarter ~~2021,~~2022, including a ~~3.1-percentage~~0.2-percentage point ~~adverse impact~~benefit from currency, and primarily reflected ~~higher~~lower paper sales and IT ~~Services revenues which included revenues from the recent acquisition of Powerland in Canada. The increase was also as a result of higher supplies and paper revenues driven~~hardware revenue, partially offset by higher ~~channel demand and the gradual return-to-office trends.~~sales of supplies.

◦For the six months ended June 30, ~~2022,~~2023, these revenues ~~increased 25.3%~~decreased 6.0% as compared to the prior year period, including a ~~2.7-percentage~~0.4-percentage point adverse impact from currency and primarily reflected lower IT hardware revenue and paper sales, partially offset by higher ~~IT Services~~sales of supplies.

•Financing revenue is generated from direct and indirect financed Xerox equipment sale transactions and third-party equipment placements. For the three months ended June 30, 2023, these revenues ~~which included revenues~~decreased 5.8% as compared to second quarter 2022, including a 1.8-percentage point adverse impact from currency. Financing revenue for the ~~recent acquisition~~six months ended June 30, 2023 decreased 3.8%, including a 2.0-percentage point adverse impact from currency. The decline at constant currency1 for both the three and six months ended June 30, 2023, respectively, primarily reflects a reduction of ~~Powerland~~the average finance receivables in the quarter and year-to-date periods as a result of the sales of finance receivables in 2023 and the fourth quarter 2022. Finance receivables are approximately $250 million lower in June of 2023 as compared to June of 2022.

Xerox ~~2022~~2023 Form 10-Q 47

~~Canada. The increase was also a result of higher supplies and paper revenues. The higher supplies revenues reflects higher channel demand and is consistent with the gradual return-to-office trends.~~

•~~Financing revenue~~is generated from financed equipment sale transactions. For the three months ended June 30, 2022, these revenues decreased 7.1% as compared to second quarter 2021, including a 2.6-percentage point adverse impact from currency, while Financing revenue for the six months ended June 30, 2022 decreased 5.4%, including a 1.9-percentage point adverse impact from currency, as compared to the prior year period. The decrease for the three and six months ended June 30, 2022, as compared the respective prior year periods, reflected a lower finance receivables balance due to the pace of run-off of our lease portfolio and lower equipment sales in prior periods, as well as the impact of lower equipment sales in the current period. Xerox channel originations declined 25% and 23% for the three and six months ended June 30, 2022, as compared the respective prior year periods, due primarily to supply constraints. These declines were partially offset by an increase in originations from third-party dealers and non-Xerox equipment providers.

Equipment sales revenue

Equipment sales revenue ~~decreased 14.7%~~increased 14.8% for the three months ended June 30, ~~2022~~2023 as compared to the second quarter ~~2021,~~2022, including a ~~3.3-percentage~~0.5-percentage point ~~adverse impact~~benefit from currency, ~~while~~and Equipment sales revenue for the six months ended June 30, ~~2022 decreased 16.0%~~2023 increased 19.3%, including a ~~2.4-percentage~~0.9-percentage point adverse impact from currency. The decrease in both periods reflected the adverse impact of product supply constraints and global freight disruptions. Demand continued to outpace supply with return-to-office trends, resulting in a backlog of orders at the end of the quarter that increased sequentially and was above both prior year and pre-pandemic levels. Equipment sales revenue decreased in EMEA and the Americas,increase for both the three and six months ended June 30, ~~2022~~2023 reflects improvement in product availability, particularly in the Americas region, and for our higher margin mid-range and high-end devices, as well as recent pricing actions. Entry device installs were down for both the three and six months ended June 30, 2023, as compared to their respective prior year periods, due to ~~supply chain disruptions, which impacted all product categories (Entry, Mid-Range, and High-End).~~the ongoing normalization of work-from-home trends.

See Segment Review - Print and Other below for additional discussion on Equipment sales revenue.

____________________________

(1)Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

(2)Includes revenues from Services, maintenance and rentals.

Geographic Sales Channels

We also operate a matrix organization that includes a geographic focus that is primarily organized from a sales perspective on the basis of “go-to-market” (GTM) sales channels as follows:

•Americas, which includes our sales channels in the U.S. and Canada, as well as Mexico, Brazil and Central and South America.

•EMEA, which includes our sales channels in Europe, the Middle East, Africa and India.

•Other, which includes royalties and licensing revenue.

These GTM sales channels are structured to serve a range of customers for our products and services, including financing. Accordingly, we will continue to provide information, primarily revenue related, with respect to our principal GTM sales channels.

Xerox 2023 Form 10-Q 48

Costs, Expenses and Other Income

Summary of Key Financial Ratios

The following is a summary of key financial ratios used to assess our performance:


		Three Months Ended June 30,									Six Months Ended June 30,										Three Months Ended June 30,									Six Months Ended June 30,

(in millions)	(in millions)	2022			2021			B/(W)			2022			2021			B/(W)			(in millions)	2023			2022			B/(W)			2023			2022			B/(W)

Gross Profit	Gross Profit	$	557		$	639		$	(82)		$	1,087		$	1,250		$	(163)		Gross Profit	$	597		$	557		$	40		$	1,186		$	1,087		$	99
RD&E	RD&E	84			79			(5)			162			153			(9)			RD&E	57			84			27			121			162			41
SAG	SAG	459			434			(25)			914			882			(32)			SAG	433			459			26			840			914			74

Equipment Gross Margin	Equipment Gross Margin	23.5		%	28.1		%	(4.6)		pts.	22.1		%	28.0		%	(5.9)		pts.	Equipment Gross Margin	35.2		%	23.5		%	11.7		pts.	35.8		%	22.1		%	13.7		pts.
Post sale Gross Margin	Post sale Gross Margin	34.1		%	38.1		%	(4.0)		pts.	34.2		%	38.0		%	(3.8)		pts.	Post sale Gross Margin	33.6		%	34.1		%	(0.5)		pts.	33.7		%	34.2		%	(0.5)		pts.
Total Gross Margin	Total Gross Margin	31.9		%	35.6		%	(3.7)		pts.	31.8		%	35.7		%	(3.9)		pts.	Total Gross Margin	34.0		%	31.9		%	2.1		pts.	34.2		%	31.8		%	2.4		pts.
RD&E as a % of Revenue	RD&E as a % of Revenue	4.8		%	4.4		%	(0.4)		pts.	4.7		%	4.4		%	(0.3)		pts.	RD&E as a % of Revenue	3.2		%	4.8		%	1.6		pts.	3.5		%	4.7		%	1.2		pts.
SAG as a % of Revenue	SAG as a % of Revenue	26.3		%	24.2		%	(2.1)		pts.	26.8		%	25.2		%	(1.6)		pts.	SAG as a % of Revenue	24.7		%	26.3		%	1.6		pts.	24.2		%	26.8		%	2.6		pts.

Pre-tax (Loss) Income		$	(5)		$	99		$	(104)		$	(94)		$	152		$	(246)
Pre-tax (Loss) Income Margin		(0.3)		%	5.5		%	(5.8)		pts.	(2.8)		%	4.3		%	(7.1)		pts.
Pre-tax (Loss)																				Pre-tax (Loss)	$	(89)		$	(5)		$	(84)		$	(4)		$	(94)		$	90
Pre-tax (Loss) Margin																				Pre-tax (Loss) Margin	(5.1)		%	(0.3)		%	(4.8)		pts.	(0.1)		%	(2.8)		%	2.7		pts.

Adjusted(1) Operating Profit		$	35		$	126		$	(91)		$	32		$	215		$	(183)
Adjusted(1) Operating Income																				Adjusted(1) Operating Income	$	107		$	35		$	72		$	225		$	32		$	193
Adjusted(1) Operating Income Margin	Adjusted(1) Operating Income Margin	2.0		%	7.0		%	(5.0)		pts.	0.9		%	6.1		%	(5.2)		pts.	Adjusted(1) Operating Income Margin	6.1		%	2.0		%	4.1		pts.	6.5		%	0.9		%	5.6		pts.

____________

(1)~~See~~Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

Pre-tax (Loss) ~~Income~~ Margin

Second quarter 2023 pre-tax (loss) margin of (5.1)% increased (4.8)-percentage points as compared to second quarter 2022 pre-tax (loss) margin of (0.3)% ~~decreased 5.8-percentage points as compared to second quarter 2021.~~. The ~~decrease~~increase was primarily ~~reflected the impact of lower adjusted~~1 ~~operating margin (see below), increased SAG~~ due to the PARC donation charge which had a 7.6-percentage point adverse impact on pre-tax margin, as well as higher ~~stock compensation expense associated with the accelerated vesting of certain equity awards~~Restructuring and ~~higher~~related costs, net, and Other expenses, net. These negative impacts were partially offset by ~~lower Restructuring and related expense, net and Amortization of intangible assets.~~

~~Xerox 2022 Form 10-Q~~ multiple items which resulted in higher adjusted481

operating margin (see below).

Pre-tax (loss) margin for the six months ended June 30, ~~2022~~2023 of ~~(2.8)~~(0.1)% decreased ~~7.1-percentage~~2.7-percentage points as compared to the prior year ~~period.~~period pre-tax (loss) margin of (2.8)%. The decrease in the pre-tax loss margin was primarily ~~reflected the impact of lower~~due to multiple items which resulted in higher adjusted1operating margin (see below), ~~increased SAG due to~~as well as lower Other expenses, net. These favorable impacts were partially offset by the ~~higher stock compensation expense associated with the accelerated vesting of certain equity awards,~~PARC donation charge which had a 3.8-percentage point adverse impact on pre-tax margin, as well as higher ~~Other expenses, net, which included a $33 million charge associated with the termination of a product supply agreement.~~Restructuring and related costs, net.

Adjusted1 Operating Margin

Second quarter ~~2022~~2023 adjusted1 operating income margin of ~~2.0% decreased~~6.1% increased by ~~5.0-percentage~~4.1-percentage points as compared to second quarter ~~2021,~~2022, primarily reflecting ~~lower revenues and lower~~higher gross margin, which includes the ~~impact~~impacts of ~~unfavorable product and services mix and higher freight~~lower supply chain-related costs, ~~associated with product supply constraints,~~ as well as ~~lower royalty revenues. The decrease was also the result of higher expenses reflecting increased investments in new businesses, and~~ the benefits from ~~temporary government assistance and furlough measures in the prior year. These negative impacts were partially offset by favorable currency as well as productivity~~pricing and cost ~~savings associated with our Project Own It transformation actions.~~and productivity actions, and higher revenue. Partially offsetting these benefits were unfavorable currency, the cessation of Fuji royalty income, and higher bad debt and employee compensation expenses.

Adjusted1 operating margin for the six months ended June 30, ~~2022~~2023 of ~~0.9% decreased~~6.5% increased by ~~5.2-percentage~~5.6-percentage points as compared to the prior year period, primarily reflecting ~~lower revenues~~higher revenue and ~~lower~~ gross margin, which includes the ~~impact~~impacts of ~~higher freight~~lower supply chain-related costs, ~~associated with product supply constraints,~~lower RD&E expense, and lower Selling, administrative and general expenses, due primarily to reserve releases, as well as ~~lower royalty revenues. The decrease was also~~ the ~~result of~~ ~~higher expenses reflecting increased investments in new businesses,~~ ~~higher bad debt expense, and~~ benefits from temporary government assistance and furlough measures in the prior year. These negative impacts were partially offset by lower selling expenses resulting from lower sales volumes as well as productivitypricing and cost ~~savings associated with our Project Own It transformation~~and productivity actions. Partially offsetting these benefits were unfavorable currency, the cessation of Fuji royalty income, and higher employee compensation expenses.

______________

(1)Refer to the Adjusted Operating ~~(Loss)~~ Income and Margin reconciliation table in the "Non-GAAP Financial Measures" section.

Gross Margin

Second quarter ~~2022~~2023 gross margin of ~~31.9% decreased~~34.0% increased by ~~3.7-percentage~~2.1-percentage points as compared to second quarter ~~2021, primarily~~2022, reflecting ~~approximately 3.4-percentage points~~improved product and channel mix, lower supply chain-related costs, benefits associated with ~~the adverse impacts of higher supply chain costs~~recent pricing and ~~capacity restrictions (including higher freight~~cost and ~~shipping costs and limited availability of higher margin equipment) and higher product and service costs,~~productivity actions, as well as unfavorable product and services mix and strategic investments. In addition, gross margin was negatively impacted by lower third-party financing commissions, lower royalty revenue, benefits from temporary government assistance and furlough measures in the prior year, and a competitive environment.higher revenue. These impacts were partially offset by ~~favorable transaction~~unfavorable currency and ~~productivity and cost savings associated with Project Own It transformation actions.~~the cessation of Fuji royalties.

Xerox 2023 Form 10-Q 49

Gross margin for the six months ended June 30, ~~2022~~2023 of ~~31.8% decreased~~34.2% increased by ~~3.9-percentage~~2.4-percentage points as compared to the prior year period, ~~primarily~~ reflecting ~~approximately 3.0-percentage points~~lower supply chain-related costs, improved product and channel mix, benefits associated with ~~the adverse impacts of higher supply chain costs~~recent pricing and capacity restrictions (including higher freight and shipping costs and limited availability of higher margin equipment). In addition, gross margin was negatively impacted by lower third-party financing commissions, lower royalty revenue, benefits from temporary government assistance and furlough measures in the prior year, and a competitive environment. These impacts were partially offset by favorable transaction currencycost and productivity ~~and cost savings associated with Project Own It transformation actions.~~

Second quarter 2022 equipment gross margin of 23.5% decreased by 4.6-percentage points as compared to second quarter 2021, primarily reflecting an unfavorable mix of mid-range products associated with continued product supply constraints and higher product costsactions, as well as higher revenue, including gains and ~~the impact~~commissions on sales of ~~higher inbound and outbound freight costs.~~finance receivables. These impacts were partially offset by the ~~early~~cessation of Fuji royalties and unfavorable currency.

Second quarter 2023 equipment gross margin of 35.2% increased by 11.7-percentage points as compared to second quarter 2022, primarily reflecting higher revenue, a favorable product and channel mix, lower supply chain-related costs, as well as the benefits ~~of price increases and favorable~~associated with recent pricing actions. These impacts were partially offset by unfavorable currency.

Equipment gross margin for the six months ended June 30, ~~2022~~2023 of ~~22.1% decreased~~35.8% increased by ~~5.9-percentage~~13.7-percentage points as compared to the prior year period, primarily reflecting anhigher revenue, a favorable product and channel mix, lower supply chain-related costs and pricing benefits.

Second quarter 2023 Post sale gross margin of 33.6% decreased by 0.5-percentage points as compared to second quarter 2022, reflecting lower revenue, the cessation of Fuji royalties, a slight reduction in our serviced fleet and unfavorable ~~mix of mid-range products and the impact of~~currency. Financing margin also declined due to higher ~~freight costs associated with product supply constraints and higher product~~interest costs. These impacts were partially offset by ~~the early~~lower supply chain-related costs and benefits ~~of price increases and favorable transaction currency.~~

~~Second quarter 2022 Post sale gross margin of 34.1% decreased by 4.0-percentage points as compared to second quarter 2021, reflecting higher component and logistics costs~~ associated with ~~supply chain disruption, benefits from temporary government assistance~~pricing and ~~furlough measures in the prior year, a competitive environment,~~cost and lower royalty revenues and third-party financing commissions. In addition, a higher mix of IT services revenues also contributed to the decrease in margins. These impacts were partially offset by favorable transaction currencyproductivity actions, as well as ~~productivity~~gains and ~~cost savings associated with Project Own It transformation actions.~~

~~Xerox 2022 Form 10-Q~~ 49

commissions on sales of finance receivables.

Post sale gross margin for the six months ended June 30, ~~2022~~2023 of ~~34.2%~~33.7% decreased by ~~3.8-percentage~~0.5-percentage points as compared to the prior year period, reflecting lower revenue, the cessation of Fuji royalties, a reduction in our serviced fleet and unfavorable currency. Financing margin also declined due to higher component and logistics costs associated with supply chain disruption, benefits from temporary government assistance and furlough measures in the prior year, a competitive environment, and lower royalty revenues and third-party financing commissions. In addition, a higher mix of IT services revenues also contributed to the decrease in margins.interest costs. These impacts were partially offset by ~~favorable transaction currency~~lower supply chain-related costs and benefits associated with pricing actions and cost and productivity actions, as well as ~~productivity~~gains and ~~cost savings associated with Project Own It transformation actions.~~commissions on sales of finance receivables.

Research, Development and Engineering Expenses (RD&E)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		Change		2022		2021		Change		(in millions)	2023		2022		Change		2023		2022		Change
R&D	R&D	$	70	$	63	$	7	$	134	$	122	$	12	R&D	$	42	$	70	$	(28)	$	94	$	134	$	(40)
Sustaining engineering	Sustaining engineering	14		16		(2)		28		31		(3)		Sustaining engineering	15		14		1		27		28		(1)
Total RD&E Expenses	Total RD&E Expenses	$	84	$	79	$	5	$	162	$	153	$	9	Total RD&E Expenses	$	57	$	84	$	(27)	$	121	$	162	$	(41)

Second quarter ~~2022~~2023 RD&E as a percentage of revenue of ~~4.8% increased~~3.2% decreased by ~~0.4-percentage~~1.6-percentage points as compared to second quarter ~~2021, as a result~~2022, primarily due to the strategic decision to donate our PARC subsidiary, and the impact of ~~revenue declines that outpaced the rate of investments in new businesses.~~higher revenues.

RD&E as a percentage of revenue for the six months ended June 30, ~~2022~~2023 of ~~4.7% increased~~3.5% decreased by ~~0.3-percentage~~1.2-percentage points as compared to the prior year period, primarily due to the strategic decision to donate our PARC subsidiary, as well as a ~~result of revenue declines that outpaced the~~lower rate of investments in new ~~businesses.~~businesses, including the spin-off of Innovation businesses, and higher revenues.

RD&E of ~~$84~~$57 million ~~increased $5~~decreased $27 million as compared to second quarter ~~2021~~2022, primarily ~~reflecting investments~~driven by lower spending in our innovation portfolio due to the strategic decision to donate our PARC subsidiary, and ~~software, partially offset by lower spending for our print business and~~the exit from other certain PARC-related activities, as well as modest savings from restructuring and ~~productivity.~~productivity actions.

RD&E for the six months ended June 30, ~~2022~~2023 of ~~$162~~$121 million ~~increased $9~~decreased $41 million as compared to the prior year period, primarily ~~reflecting investments~~driven by lower spending in our innovation portfolio due to the strategic decision to donate our PARC subsidiary, and ~~software, partially offset by lower spending for our print business~~the exit from other certain PARC-related activities, as well as savings from restructuring and ~~productivity.~~productivity actions.

The lower spending in innovation for both the three and the six months ended June 30, 2023, as compared to their respective prior year periods, reflects decisions to provide greater focus and financial flexibility to pursue growth opportunities adjacent to our core operations within Print, Digital and IT Services.

Xerox 2023 Form 10-Q 50

Selling, Administrative and General Expenses (SAG)

Second quarter ~~2022~~2023 SAG as a percentage of revenue of ~~26.3% increased~~24.7% decreased by ~~2.1-percentage~~1.6-percentage points as compared to second quarter ~~2021,~~2022, primarily due to ~~higher~~lower selling and administrative expenses, partially offset by higher bad debt expense, as well as ~~a modest increase in bad debt and~~ the impact of ~~lower revenues~~higher revenues.

Second quarter ~~2022~~2023 SAG of ~~$459~~$433 million ~~increased $25~~decreased by $26 million as compared to second quarter ~~2021,~~2022, primarily reflecting stock compensation expense of $21 million associated with the accelerated vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox Holding's former CEO ~~investments in new businesses, acquisitions, higher bad debt expense and benefits from temporary government assistance and furlough measures~~ in the ~~prior year.~~second quarter 2022. Additionally, SAG benefited from productivity and cost savings, including savings related to the strategic decision to donate our PARC subsidiary. These ~~actions~~benefits were partially offset by ~~the favorable impact from currency as well as productivity~~higher bad debt and ~~cost savings associated with our Project Own It transformation actions and lower sales and marketing expenses resulting from lower sales volumes.~~compensation expenses.

SAG as a percentage of revenue for the six months ended June 30, ~~2022~~2023 of ~~26.8% increased~~24.2% decreased by ~~1.6-percentage~~2.6-percentage points as compared to the prior year period, primarily due to lower selling and administrative expenses and higher ~~administrative and bad debt expenses,~~revenues, as well as ~~the~~a 0.5 percentage-point favorable impact offrom lower ~~revenues, partially offset by lower selling expenses as a result of lower sales volumes and lower marketing costs.~~bad debt expense.

SAG for the six months ended June 30, ~~2022~~2023 of ~~$914~~$840 million ~~increased~~decreased by ~~$32~~$74 million as compared to the prior year period, primarily reflecting stock compensation expense of $21 million associated with the accelerated vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox Holding's former CEO ~~investments~~ in ~~new businesses, higher~~the second quarter 2022. Additionally, SAG benefited from productivity and cost savings, including savings related to the strategic decision to donate our PARC subsidiary, as well as lower labor costs associated with a higher-than-expected number of open positions, lower bad debt expense and ~~acquisitions, as well as~~the favorable impact of currency. These benefits ~~from temporary government assistance and furlough measures in the prior year. These actions~~ were partially offset by ~~lower sales~~higher marketing and ~~marketing~~compensation expenses, ~~resulting from lower sales volumes as well as productivity and cost savings associated with our Project Own It transformation actions,~~ as well as the ~~favorable~~ impact ~~from currency.~~of an acquisition.

Our bad debt provision for the three months ended June 30, 2023 of $15 million increased $8 million as compared to second quarter 2022, primarily due to increased sales revenues and higher originations of finance receivables not subject to sale under the finance receivables funding agreement.

Our bad debt provision for six months ended June 30, ~~2022~~2023 of ~~$22~~$7 million, ~~increased~~decreased by $9$15 million as compared to the prior year period, primarily related to ~~reserves for trade receivables in our Russian operations, as well as~~the first quarter 2023 reserve releases of approximately $12 million due to the ~~prior year reserve release~~favorable reassessment of ~~$6 million. Although write-offs incurred~~the credit exposure on a large customer receivable balance after a contract amendment which improved our credit position, and approximately $5 million related to ~~date continue to lag expectations, we~~the sale of finance receivables on a non-recourse basis as part of the on-going finance receivables funding agreement.

We believe our current reserve position remains sufficient to cover expected future losses that may result from current

~~Xerox 2022 Form 10-Q~~ 50

and future macro-economic conditions including higher inflation and interest rates. In addition, there continues to be uncertainty regarding the effects from the Russia/Ukraine war and its impact on the macro or global economy. As a result of these uncertainties, our reserves as a percent of receivables have remained fairly consistent subsequent to the first quarter 2020 increase to initially record expected losses from the COVID-19 pandemic. We continue to monitor developments in future economic conditions, and as a result, our reserves may need to be updated in future periods. On a trailing twelve-month basis (TTM), bad debt expense was approximately 1.0% of total receivables (excluding the ~~2021~~ reserve ~~reductions of approximately $31 million), which is consistent with the pre-pandemic trend and reflects the consistent level of reserves subsequent to~~releases in the first quarter ~~2020 charge.~~2023).

Refer to Note 8 - Accounts Receivable, Net and Note 9 - Finance Receivables, Net in the Condensed Consolidated Financial Statements for additional information regarding our bad debt provision.

Restructuring and Related Costs, Net

We incurred Restructuring and related costs, net of $23 million for the second quarter 2023, as compared to $1 million for ~~the~~ second quarter 2022,, ~~as compared to~~ ~~$12~~ ~~million for~~ ~~second~~ ~~quarter 2021,~~ and ~~$19~~$25 million for the six months ended June 30, ~~2022,~~2023, as compared to ~~$29~~$19 million in the prior year period. These costs were primarily related to the implementation of initiatives under our business transformation projects ~~including Project Own It.~~ ~~The following is a breakdown of those costs:~~

Three Months Ended
June 30, Six Months Ended
June 30,
(in millions) 2022 2021 2022 2021
Severance(1)
$ 22 $ 6 $ 44 $ 20
Asset impairments - leased right-of-use assets(2)
— 2 1 2
Asset impairments - owned assets(2)
1 — 1 10
Other contractual termination costs(3)
1 1 1 2
Other charges/credits(4)
(22) (5) (25) (9)
Restructuring and asset impairment costs 2 4 22 25
Retention-related severance/bonuses(5)
— 3 (2) (1)
Contractual severance costs(6)
(1) 3 (1) 3
Consulting and other costs(7)
— 2 — 2
Total $ 1 $ 12 $ 19 $ 29

~~_____________~~

~~(1)Reflects headcount reductions of approximately 600~~in order to reduce our cost structure and ~~50 employees worldwide in second quarter 2022 and 2021, respectively, and 1,050 and 400 employees worldwide for the six months ended June 30, 2022 and 2021, respectively.~~

~~(2)Primarily related~~realign it to the ~~exit~~changing nature of our business.

Second quarter 2023 actions impacted several functional areas, with approximately 50% focused on SAG reductions and ~~abandonment of leased and owned facilities net of any potential sublease income and other recoveries.~~

~~(3)Primarily includes additional costs incurred upon the exit from our facilities including decommissioning costs and associated contractual termination costs.~~

~~(4)Reflects a net gain~~approximately 50% focused on ~~the sale of land and a facility of $20 million in the second quarter of 2022 as well as net reversals for changes in estimated reserves from prior period initiatives.~~RD&E optimization.

~~(5)~~Includes retention-related severance and bonuses for employees expected to continue working beyond their minimum notification period before termination. The reversals in first quarter 2022 and 2021, respectively, reflect a change in estimates.

~~(6)~~Amounts primarily reflect severance and other related costs we are contractually required to pay in connection with employees transferred as part of the shared service arrangement entered into with third party providers.

~~(7)Represents professional support services associated with our business transformation initiatives.~~

Second quarter 2022 actions impacted several functional areas, with approximately 40% focused on gross margin improvements, approximately 55% focused on SAG reductions, and the remainder focused on RD&E optimization.

~~Second~~ ~~quarter 2021 actions impacted several functional areas, with approximately 30% focused on gross margin improvement and approximately 70% focused on SAG reductions.~~

The Restructuring and related costs, net reserve balance for all programs as of June 30, ~~2022~~2023 was ~~$59~~$42 million, of which ~~$57~~$38 million is expected to be paid over the next twelve months.

Refer to Note 12 - Restructuring Programs in the Condensed Consolidated Financial Statements for additional information regarding our restructuring programs.

~~Amortization of Intangible Assets~~

~~Amortization of intangible assets for the three and six months ended June 30, 2022~~of $10 million and $21 million was $4 million and $8 million lower, respectively, as compared to the respective prior year periods, primarily related to the write-off of certain XBS tradenames in first quarter 2022 as part of our continued efforts to realign and consolidate this sales unit as part of Project Own It.

Xerox ~~2022~~2023 Form 10-Q 51

Worldwide Employment

Worldwide employment was approximately ~~22,700~~20,300 as of June 30, ~~2022,~~2023, a decrease of approximately ~~600~~200 from December 31, ~~2021.~~2022. The decrease resulted from net attrition (attrition net of gross hires)~~, as well as the impact of organizational changes.~~ and restructuring.

Other Expenses, Net


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Non-financing interest expense	Non-financing interest expense	$	23	$	24	$	52	$	48	Non-financing interest expense	$	12	$	23	$	26	$	52
Interest income	Interest income	(3)		(1)		(4)		(2)		Interest income	(4)		(3)		(9)		(4)
Non-service retirement-related costs	Non-service retirement-related costs	(4)		(22)		(11)		(42)		Non-service retirement-related costs	11		(4)		10		(11)
Currency losses, net										Currency losses, net	5		1		16		1
Loss on early extinguishment of debt										Loss on early extinguishment of debt	3		4		3		4

Loss on early extinguishment of debt		4		—		4		—
Contract termination costs - product supply										Contract termination costs - product supply	—		—		—		33
Excess contribution refund										Excess contribution refund	—		(16)		—		(16)

Contract termination costs - product supply		—		—		33		—

Excess contribution refund		(16)		—		(16)		—
All other expenses, net	All other expenses, net	4		—		7		1		All other expenses, net	4		3		5		6
Other expenses, net	Other expenses, net	$	8	$	1	$	65	$	5	Other expenses, net	$	31	$	8	$	51	$	65

Non-Financing Interest Expense

Second quarter ~~2022~~2023 non-financing interest expense of ~~$23~~$12 million was ~~relatively flat~~$11 million lower than second quarter 2022. The decrease was primarily related to lower non-financing debt as a result of the repayment of Senior Notes in 2022 and the first quarter 2023. When non-financing interest is combined with financing interest expense (Cost of financing), total interest expense of $46 million decreased by $3 million as compared to ~~the~~ second quarter ~~2021.~~2022, primarily reflecting a lower average debt balance, partially offset by higher average interest rates.

Non-financing interest expense for the six months ended June 30, 2023 of $26 million was $26 million lower than the prior year period. The decrease was primarily related to lower non-financing debt as a result of the repayment of Senior Notes in 2022 and the first quarter 2023. When combined with financing interest expense (Cost of financing), total interest expense of ~~$49 million, likewise, remained relatively flat as compared to second quarter 2021.~~

Non-financing interest expense for the six months ended June 30, 2022 of $52 million was $4 million higher than the prior year period. When combined with financing interest expense (Cost of financing), total interest expense of $102$96 million decreased by $2$6 million from the prior year period primarily reflecting a lower average debt balance, partially offset by higher average interest ~~rate and average debt balance.~~rates.

Refer to Note 13 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt activity and interest expense.

~~Non-Service Retirement-Related Costs~~Interest Income

Second quarter ~~2022 non-service retirement-related costs were $18~~2023 interest income increased $1 million ~~higher~~ as compared to the second quarter ~~2021,~~2022, while ~~non-service retirement-related costs~~interest income for the six months ended June 30, ~~2022 were $31~~2023 increased $5 million ~~higher than~~as compared to the prior year period, primarily ~~driven by an increase in interest costs~~ due to higher interest rates, partially offset by a lower cash balance.

Non-Service Retirement-Related Costs

Non-service retirement-related costs were $15 million and $21 million higher for the three and six months ended June 30, 2023, respectively, as compared to their respective prior year periods. The increases reflect higher interest cost driven by higher discount rates, ~~and higher losses from pension settlements~~as well as a decrease in the ~~U.S.~~expected return on plan assets due to lower plan asset values. These negative impacts were partially offset by lower settlement losses.

~~NOTE:~~Service retirement-related costs, which are included in operating expenses, were $6$1 million and $6 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$10~~$2 million and ~~$12~~$10 million for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively. The decrease in both periods is primarily due to the transition of our pension plan in the Netherlands to a Defined Contribution Plan for future service at the end of 2022.

Refer to Note 16 - Employee Benefit Plans in the Condensed Consolidated Financial Statements for additional information regarding service and non-service retirement-related costs.

Currency Losses, Net

Second quarter 2023 currency losses, net were $4 million higher than second quarter 2022, while currency losses, net for the six months ended June 30, 2023 increased $15 million as compared to the prior year period. The increase for both periods as compared to their prior year respective periods was primarily due to increased volatility in the global exchange rates, particularly in our Russia and Middle East operations, which could not be fully hedged.

Xerox 2023 Form 10-Q 52

Second quarter 2023 currency losses, net also reflect losses associated with the discontinuance of hedging relationships for certain YEN-based currency cash flow hedges.

Contract Termination Costs

Contract termination costs for the six months ended June 30, 2022 reflects a $33 million charge ($25 million after-tax) associated with the termination of a product supply agreement. The charge primarily reflects the payment of the contractual cancellation fee plus interest and related legal fees.

Loss on Early Extinguishment of Debt

In the second quarter 2023, we recorded a loss of $3 million related to the early repayment on secured borrowings and the termination of our $250 million Credit Facility prior to entering into our new 5-year Asset Based Lending Facility (ABL).

In the second quarter 2022, we recorded a loss of $4 million related to the early redemption of $350 million of the $1 billion of Xerox Corporation 4.625% Senior Notes due March 2023.

Refer to Note 13 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt ~~activity and interest expense.~~

~~Contract Termination Costs~~

In the first quarter 2022, we recorded a $33 million charge ($25 million after-tax) associated with the termination of a product supply agreement. The charge primarily reflects the payment of the contractual cancellation fee plus interest and related legal fees.activity.

Excess ~~Contribution~~Contributions Refund

In the second quarter 2022, we received a refund of $16 million which reflects the return of excess employer contributions to a defined contribution plan for one of our Latin American subsidiaries as a result of employee forfeitures. The excess contributions accumulated over the past 20 plus years.

~~Xerox 2022 Form 10-Q~~ 52

Income Taxes

Second quarter 2023 effective tax rate was a 31.5% tax benefit and includes the loss on the PARC donation as well as the associated tax benefits. Excluding this impact, the effective tax rate was a 27.9% tax expense, which is higher than the U.S. federal statutory tax rate of 21%, primarily due to the tax impacts associated with restructuring and asset impairment charges and the geographical mix of earnings. On an adjusted1 basis, second quarter 2023 effective tax rate was 20.0%, which is lower than the U.S. federal statutory tax rate of 21% primarily due to tax benefits from the change in tax filing positions and the redetermination of certain unrecognized tax positions of approximately 10%, which were offset by the geographical mix of earnings.

Second quarter 2022 effective tax rate was (20.0)% and ~~includes~~included tax expense associated with the non-deductible accelerated share vestings offset by additional tax incentives. On an adjusted1 basis, second quarter 2022 effective tax rate was 18.5%. The adjusted1 effective tax rate was lower than the U.S. federal statutory tax rate of 21% primarily due to benefits from additional tax incentives offset by the geographical mix of earnings.

~~Second quarter 2021~~The effective tax rate for the six months ended June 30, 2023 was a 350.0% tax benefit and includes the loss on the PARC donation as well as the associated tax benefits. Excluding this impact, the effective tax rate was ~~9.1%.~~a 20.3% tax expense, which is lower than the U.S. federal statutory tax rate of 21% primarily due to the tax benefits from the redetermination of certain unrecognized tax positions and the change in the tax filing positions predominately offset by the tax impacts associated with restructuring and asset impairment charges and the geographical mix of earnings. On an adjusted1 basis, ~~second quarter 2021~~the effective tax rate for the six months ended June 30, 2023 was ~~9.7%. Both rates include the benefit from a change in tax law, resulting in the remeasurement of deferred tax assets of approximately 16%~~17.6%. The adjusted1 effective tax rate was lower than the U.S. federal statutory tax rate of 21% primarily due to tax benefits from the redetermination of certain unrecognized tax positions and the change in tax ~~law,~~filing positions, partially offset by ~~state taxes and~~ the geographical mix of earnings.

The effective tax rate for the six months ended June 30, 2022 was 31.9% and included benefits from additional tax incentives as well as a change in our indefinite reinvestment tax liability due to a recent acquisition offset by the non-deductible accelerated share vestings. On an adjusted1 basis, the effective tax rate for the six months ended June 30, 2022 was 185.7%. The adjusted1 effective tax rate was higher than the U.S. federal statutory tax rate of 21% primarily due to benefits from additional tax incentives and a change in our indefinite reinvestment tax liability due to a recent acquisition as well as the geographical mix of earnings.

~~The effective tax rate for the six months ended June 30, 2021 was 15.1%. On an adjusted~~1 basis, the effective tax rate for the six months ended June 30, 2021 was 16.7%. Both rates include the benefit from a change in tax law, resulting in the remeasurement of deferred tax assets of approximately 10%. The adjusted1 ~~effective tax rate was lower than the U.S. federal statutory tax rate of 21% primarily due to the change in the tax law, partially offset by state taxes and the geographical mix of earnings.~~

Our effective tax rate is based on nonrecurring events as well as recurring factors, including the taxation of foreign income. In addition, our effective tax rate will change based on discrete or other nonrecurring events that may not be predictable.

_____________

(1)Refer to the Adjusted Effective Tax Rate reconciliation table in the "Non-GAAP Financial Measures" section.

Xerox 2023 Form 10-Q 53

Equity in Net Income of Unconsolidated Affiliates

Investment in Affiliates, at Equity largely consists of several minor investments in entities in the Middle East region. Equity in net income of unconsolidated affiliates for the three and six months ended June 30, ~~2022~~2023 was relatively flat as compared to ~~the~~their respective prior year ~~period.~~periods.

Net (Loss) Income

Second quarter 2023 Net (Loss) Attributable to Xerox Holdings was $(61) million, or $(0.41) per diluted share, which included the after-tax PARC donation charge of $92 million ($132 million pre-tax), or $0.58 per diluted share. On an adjusted1 basis, Net Income Attributable to Xerox Holdings was $72 million, or $0.44 per diluted share.

Second quarter 2022 Net ~~Loss~~(Loss) Attributable to Xerox Holdings was $(4) million, or $(0.05) per diluted share. On an adjusted1 basis, Net Income Attributable to Xerox Holdings was $24 million, or $0.13 per diluted share.

~~Second quarter 2021~~ Net Income Attributable to Xerox Holdings for the six months ended June 30, 2023 was ~~$91~~$10 million, or ~~$0.46~~$0.02 per diluted share, ~~and~~which included the ~~benefit from a change in tax law.~~after-tax PARC donation charge of $92 million ($132 million pre-tax), or $0.58 per diluted share. On an adjusted1 basis, Net Income Attributable to Xerox Holdings was ~~$94~~$154 million, or ~~$0.47~~$0.93 per diluted share.

Net ~~Loss~~(Loss) Attributable to Xerox Holdings for the six months ended June 30, 2022 was $(60) million, or $(0.43) per diluted share. On an adjusted1 basis, Net Income Attributable to Xerox Holdings was $10 million, or $0.02 per diluted share.

~~Net Income Attributable to Xerox Holdings for the six months ended June 30, 2021 was $130 million, or $0.64 per diluted share and included the benefit from a change in tax law. On an adjusted~~1 ~~basis, Net Income Attributable to Xerox Holdings was $141 million, or $0.69 per diluted share.~~

Refer to Note 2120 - (Loss) Earnings per Share in the Condensed Consolidated Financial Statements for additional information regarding the calculation of basic and diluted earnings per share.

_____________

(1)Refer to the Adjusted Net ~~(Loss)~~ Income and EPS reconciliation table in the "Non-GAAP Financial Measures" section.

Other Comprehensive Income (Loss) ~~Income~~

Second quarter ~~2022~~2023 Other Comprehensive Income, Net Attributable to Xerox Holdings was $17 million and included the following: i) net translation adjustment gains of $49 million reflecting the strengthening of most of our major foreign currencies against the U.S. Dollar during the quarter; ii) $5 million of net unrealized losses; and iii) $27 million of net losses from the changes in defined benefit plans primarily due to plan remeasurements and the adverse impact of currency, partially offset by amortization of actuarial losses. This compares to Other Comprehensive Loss, Net Attributable to Xerox Holdings ~~was~~of $298 million ~~and included~~for the second quarter 2022, which reflected the following: i) net translation adjustment losses of $287 million reflecting the weakening of our major foreign currencies against the U.S. Dollar during the quarter; ii) $14 million of net unrealized losses primarily due to the weakening of the Yen during the quarter and the associated impact on our Yen based forward exchange contracts hedging forecasted purchases; and iii) $3 million of net gains from the changes in defined benefit plans primarily

~~Xerox 2022 Form 10-Q~~ 53

due to the positive impact of currency as well as the amortization of actuarial losses and settlement losses, which were partially offset by a UK pension plan amendment and remeasurement. ~~This compares to~~

Other Comprehensive Income, Net Attributable to Xerox Holdings ~~of $70 million~~ for the ~~second quarter 2021, which reflected~~six months ended June 30, 2023 was $100 million and included the following: i) net translation adjustment gains of ~~$54~~$141 million reflecting the strengthening of most of our major foreign currencies against the U.S. ~~Dollar during the quarter; and~~Dollar; ii) ~~$16~~$1 million of net ~~gains~~unrealized losses; and iii) $41 million of net losses from the changes in defined benefit plans primarily due to ~~remeasurement~~the adverse impact of currency and ~~net~~plan remeasurements, partially offset by amortization of actuarial ~~gains as a result of higher discount rates.~~

losses and settlement losses. This compares to Other Comprehensive Loss, Net Attributable to Xerox Holdings for the six months ended June 30, 2022 ~~was~~of $342 million, ~~and included~~which reflected the following: i) net translation adjustment losses of $359 million reflecting the weakening of our major foreign currencies against the U.S. Dollar; ii) $25 million of net unrealized losses primarily due to the weakening of the Yen during the first half of 2022 and the associated impact on our Yen based forward exchange contracts hedging forecasted purchases; and iii) $42 million of net gains from the changes in defined benefit plans primarily due to the positive impact of currency, a U.S. retiree-health plan amendment and the amortization of actuarial losses and settlement losses, which were partially offset by a UK pension plan amendment and remeasurement. This compares to Other Comprehensive Income, Net Attributable to Xerox Holdings for the six months ended June 30, 2021 of $67 million, which reflected the following: i) $71 million of net gains from the changes in defined benefit plans primarily due to remeasurement in the second quarter of 2021 and net actuarial gains as a result of higher discount rates; ii) net translation adjustment gains of $3 million reflecting the strengthening of the GBP and CAD that was only partially offset by the weakening of the EUR against the U.S. Dollar; and iii) $7 million of net unrealized losses.

Refer to Note 2019 - Other Comprehensive Income (Loss) ~~Income~~ in the Condensed Consolidated Financial Statements for the components of Other Comprehensive Income (Loss) ~~Income,~~, Note 14 - Financial Instruments in the Condensed Consolidated Financial Statements for additional information regarding unrealized ~~losses,~~gains (losses), net, and Note 16 - Employee Benefit Plans in the Condensed Consolidated Financial Statements for additional information regarding net changes in our defined benefit plans.

Xerox 2023 Form 10-Q 54

Reportable Segments ~~and Geographic Sales Channels~~

Our business is organized to ensure we focus on efficiently managing operations while serving our customers and the markets in which we operate.

During 2021 we progressed with the standing up of three new businesses: Software (CareAR), Financing (FITTLE) and Innovation (PARC). As a result of this effort, during the first quarter of 2022, we reassessed our operating and reportable segments and determined that, based on the financial information reviewed by our chief operating decision maker (CODM), who is the Chief Executive Officer (CEO), as well as the CEO’s management and assessment of the Company’s operations, we had We have two operating and reportable segments ~~- Print and Other and Financing (FITTLE).~~

•– Print and Other ~~- the design, development~~ and ~~sale of document management systems, solutions and services as well as associated technology offerings including IT and software products and services.~~FITTLE.

•~~Financing (FITTLE)~~ ~~– a financing solutions business primarily providing financing for the sales of Xerox equipment.~~

~~We also determined that the other businesses – Software and Innovation~~Refer to Note 4 - did not meet the requirements to be considered separate operating segments largely due to their continued management through the Print and Other segment as well as their immateriality to our results at this stage. Accordingly, those groups will continue to be reported as part of the Print and Other Segment.

~~We also operate a matrix organization that includes a geographic focus that is primarily organized from a sales perspective on the basis of “go-to-market” (GTM) sales channels as follows:~~

•~~Americas, which includes our sales channels~~Segment Reporting in the ~~U.S. and Canada, as well as Mexico, and Central and South America.~~

•~~EMEA, which includes~~Condensed Consolidated Financial Statements for additional information regarding our ~~sales channels in Europe, the Middle East, Africa and India.~~

•~~Other, primarily includes sales to Fuji Xerox as well as royalties and licensing revenue.~~

~~Xerox 2022 Form 10-Q~~ 54

reportable segments.

Segment Review

Three Months Ended June 30,
(in millions) External Net Revenue
Intersegment Net Revenue(1)
Total Segment Revenue % of Total Revenue Segment Profit
Segment Margin(2)
2022
Print and Other $ 1,599 $ 34 $ 1,633 92 % $ 18 1.1 %
Financing (FITTLE) 148 3 151 8 % 17 11.5 %
Total $ 1,747 $ 37 $ 1,784 100 % $ 35 2.0 %
2021
Print and Other $ 1,619 $ 53 $ 1,672 90 % $ 111 6.9 %
Financing (FITTLE) 174 3 177 10 % 15 8.6 %
Total $ 1,793 $ 56 $ 1,849 100 % $ 126 7.0 %
Six Months Ended June 30,
(in millions) External Net Revenue
Intersegment Net Revenue(1)
Total Segment Revenue % of Total Revenue Segment (Loss) Profit
Segment Margin(2)
2022
Print and Other $ 3,112 $ 71 $ 3,183 91 % $ (2) (0.1) %
Financing (FITTLE) 303 6 309 9 % 34 11.2 %
Total $ 3,415 $ 77 $ 3,492 100 % $ 32 0.9 %
2021
Print and Other $ 3,152 $ 101 $ 3,253 90 % $ 182 5.8 %
Financing (FITTLE) 351 6 357 10 % 33 9.4 %
Total $ 3,503 $ 107 $ 3,610 100 % $ 215 6.1 %

~~_____________~~


	Three Months Ended June 30,
(in millions)	External Revenue		Intersegment Revenue(1)		Total Segment Revenue		% of Total Revenue		Segment Profit		Segment Margin(2)
2023
Print and Other	$	1,653	$	21	$	1,674	94	%	$	107	6.5	%
FITTLE	101		—		101		6	%	—		—	%
Total	$	1,754	$	21	$	1,775	100	%	$	107	6.1	%

2022
Print and Other	$	1,651	$	22	$	1,673	95	%	$	29	1.8	%
FITTLE	96		—		96		5	%	6		6.3	%
Total	$	1,747	$	22	$	1,769	100	%	$	35	2.0	%


	Six Months Ended June 30,
(in millions)	External Revenue		Intersegment Revenue(1)		Total Segment Revenue		% of Total Revenue		Segment Profit		Segment Margin(2)
2023
Print and Other	$	3,266	$	44	$	3,310	94	%	$	207	6.3	%
FITTLE	203		—		203		6	%	18		8.9	%
Total	$	3,469	$	44	$	3,513	100	%	$	225	6.5	%

2022
Print and Other	$	3,221	$	45	$	3,266	94	%	$	18	0.6	%
FITTLE	194		—		194		6	%	14		7.2	%
Total	$	3,415	$	45	$	3,460	100	%	$	32	0.9	%

___________

(1)Reflects ~~net~~ revenue, primarily commissions and other payments, made by the ~~Financing~~FITTLE segment ~~(FITTLE)~~ to the Print and Other segment for the lease of Xerox equipment placements.

(2)Segment margin based on external ~~net~~ revenue only.

Print and Other

Print and Other includes the design, development and sale of document management systems, solutions and services as well as associated technology offerings including IT and software products and services.

Revenue


		Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended June 30,					Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		% Change	2022		2021		% Change	(in millions)	2023		2022		% Change	2023		2022		% Change
Equipment sales	Equipment sales	$	361	$	422	(14.5)%	$	670	$	795	(15.7)%	Equipment sales	$	414	$	361	14.7%	$	799	$	670	19.3%
Post sale revenue	Post sale revenue	1,238		1,197		3.4%	2,442		2,357		3.6%	Post sale revenue	1,239		1,290		(4.0)%	2,467		2,551		(3.3)%
Intersegment net revenue (1)		34		53		(35.8)%	71		101		(29.7)%
Intersegment revenue (1)												Intersegment revenue (1)	21		22		(4.5)%	44		45		(2.2)%
Total Print and Other Revenue	Total Print and Other Revenue	$	1,633	$	1,672	(2.3)%	$	3,183	$	3,253	(2.2)%	Total Print and Other Revenue	$	1,674	$	1,673	0.1%	$	3,310	$	3,266	1.3%

_____________

(1)Reflects ~~net~~ revenue, primarily commissions and other payments, made by the ~~Financing (FITTLE)~~FITTLE segment to the Print and Other segment for the lease of Xerox equipment placements.

Xerox 2023 Form 10-Q 55

Second quarter ~~2022~~2023 Print and Other segment revenue ~~decreased 2.3%~~increased 0.1% as compared to second quarter 2021, primarily due to continued supply constraints, which contributed to the 14.5% decline in Equipment sales revenue as compared to second quarter 2021. This decline was partially offset by an increase in Post sale revenue of 3.4% as compared to second quarter 2021, which was primarily due to the benefits from acquisitions as well as revenue from IT services, paper2022, and ~~supplies.~~

Print and Other revenue ~~decreased 2.2%~~increased 1.3% for the six months ended June 30, 2023 as compared to the prior year period. The increase for both the three and six months ended June 30, 2023 was driven primarily by Equipment sales revenue growth, partially offset by lower Post sale revenue, as compared to their respective prior year periods. Print and Other segment revenues included the following:

Equipment sales revenue increased 14.7% during the second quarter 2023 as compared to second quarter 2022, and Equipment sales revenue increased 19.3% for the six months ended June 30, 2023 as compared to the prior year period. The increase for the three and six months ended June 30, 2023 as compared to their respective prior year periods was due to improvement in product availability, particularly in our Americas operations, and for our higher margin mid-range and high-end devices, as well as recent pricing actions.

Post sale revenue decreased 4.0% during the second quarter 2023 as compared to second quarter 2022, primarily due to lower paper sales, IT hardware revenue declines, and the cessation of Fuji royalty income and PARC revenue. Contractual print services revenue1 was down slightly in constant currency2, as growth in digital services, including the benefits of a recent acquisition, and the benefits of price increases were offset by a slight reduction in our serviced fleet.

Post sale revenue decreased 3.3% for the six months ended June 30, 2023 as compared to the prior year period primarily due to ~~continued supply constraints, which contributed to a 15.7% decline in Equipment~~lower paper sales,

~~Xerox 2022 Form 10-Q~~ 55

IT hardware revenue ~~for~~declines, and the ~~six months ended June 30, 2022 as compared to the prior year period. This decline was partially offset by an increase in Post sale~~cessation of Fuji royalty income and PARC revenue. Contractual print services revenue of 3.6% for the six months ended June 30, 2022 as compared to the prior year period, which was primarily due to the benefits from acquisitions as well as revenue from IT services, paper and supplies. Print and Other segment revenue results included the following:

~~Equipment sales revenue~~ decreased 14.5% during the second quarter 2022 as compared to second quarter 2021, and decreased 15.7% during the six months ended June 30, 2022 as compared to the prior year period. The decrease in both periods was attributed to the adverse impact of product supply constraints and global freight disruptions. Supply constraints continued to inhibit our ability to fulfill demand, resulting in the growth of our backlog1 increased in constant currency2, due to ~~$440 million, a 4.3% sequential increase~~improvement in IT and ~~more than double the prior year period's levels.~~

~~____________________________~~

~~(1)Order backlog is measured as the value of unfulfilled sales orders, shipped and non-shipped, received from our customers waiting to be~~

~~installed, including orders with future installation dates. It includes printing devices as well as IT hardware associated with our IT services~~

~~offerings. Second quarter 2022 backlog of $440 million excludes sales orders from Russia and Powerland Computers Ltd., which was acquired in the first quarter of 2022.~~

~~Post sale revenue~~ increased by 3.4% during the second quarter 2022 as compared to second quarter 2021, and increased 3.6% during the six months ended June 30, 2022 as compared to the prior year period. The increase in both periods was attributed primarily to growth in supplies, paper and otherDigital Services revenue, which ~~includes growth from our IT Services business and our recent~~included the benefits of an acquisition, ~~of Powerland. We also experienced growth in page volume-driven service revenues, reflecting modest growth in page volumes during the first half of 2022. These increases were~~ partially offset by a ~~decline~~reduction in ~~royalty income~~our serviced fleet.

_____________

(1)Includes revenues from Services, maintenance and ~~third-party leasing commissions.~~rentals.

(2)Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

Detail by product group is shown below.


		Three Months Ended June 30,						Six Months Ended June 30,						% of Equipment Sales			Three Months Ended June 30,						Six Months Ended June 30,						% of Equipment Sales
(in millions)	(in millions)	2022		2021		% Change	CC % Change	2022		2021		% Change	CC % Change	2022	2021	(in millions)	2023		2022		% Change	CC % Change	2023		2022		% Change	CC % Change	2023	2022
Entry	Entry	$	66	$	69	(4.3)%	(0.5)%	$	127	$	137	(7.3)%	(4.0)%	19%	17%	Entry	$	63	$	66	(4.5)%	(4.3)%	$	125	$	127	(1.6)%	(1.1)%	16%	19%
Mid-range	Mid-range	221		276		(19.9)%	(17.0)%	415		514		(19.3)%	(17.1)%	61%	63%	Mid-range	270		221		22.2%	21.9%	522		415		25.8%	26.8%	64%	61%
High-end	High-end	76		80		(5.0)%	(0.8)%	130		150		(13.3)%	(10.3)%	19%	19%	High-end	82		76		7.9%	8.0%	155		130		19.2%	20.6%	19%	19%
Other	Other	3		4		(25.0)%	(25.0)%	8		9		(11.1)%	(11.1)%	1%	1%	Other	5		3		66.7%	66.7%	9		8		12.5%	12.5%	1%	1%
Equipment sales(1)(2)	Equipment sales(1)(2)	$	366	$	429	(14.7)%	(11.4)%	$	680	$	810	(16.0)%	(13.6)%	100%	100%	Equipment sales(1)(2)	$	420	$	366	14.8%	14.3%	$	811	$	680	19.3%	20.2%	100%	100%

_____________

CC - See "Currency Impact" section for a description of constant currency.

(1)Refer to the Products and Offerings Definitions section.

(2)Includes equipment sales related to the ~~Financing (FITTLE)~~FITTLE segment of $5$6 million and $7$5 million for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$10~~$12 million and ~~$15~~$10 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The change at constant currency1 reflected the following:

•Entry - The decrease for the three months ended June 30, 2022 as compared to second quarter 2021, was driven by supply constraints, which most significantly affected our black-and-white devices. This was partially offset by growth in color devices and ~~price increases. The decrease for the~~ six months ended June 30, 2023 as compared to their respective prior year periods was driven by a shift towards black-and-white devices across all regions.

•Mid-range - The increase for the three and six months ended June 30, 2023 as compared to their respective prior year periods was driven by our higher margin A3 devices, primarily in our Americas operations, improved product availability, and price increases.

•High-end - The increase for the three months ended June 30, 2023 was driven by Entry Production Mid where installs increased 24% as compared to second quarter 2022, due to higher supply and increased demand. Additionally, iGen placements more than tripled in the second quarter 2023 as compared to the prior year period, primarily in the Americas, with improved supply supporting orders in backlog. The increase for the six months ended June 30, 2023 as compared to the prior year period was driven by ~~supply constraints, which most significantly affected our black-and-white devices. This was partially offset by growth in color~~higher revenue and higher installs of both Entry Production Color devices and ~~price increases.~~

•~~Mid-range~~ ~~- The decrease for the three months ended June 30, 2022 as compared~~iGens, due to second quarter 2021, was primarily driven by the impact of global product supply constraints and freight disruptions. The decrease for the six months ended June 30, 2022 as compared to the prior year period was primarily driven by the impact of global product supply constraints and freight disruptions, which had a more pronounced effect on our U.S. operations.

•~~High-end~~ - The decrease for the three months ended June 30, 2022 as compared to second quarter 2021, primarily reflected the impact of global product supply constraints and freight disruptions, partially offset by a more favorable mix and increasedimproved product availability, ~~particularly for our Iridesse and Baltoro products. The decrease for the six months ended June 30, 2022~~ as ~~compared to the prior year period primarily reflected the impact of global product supply constraints and freight disruptions, partially offset by a more favorable mix.~~well as benefits from price increases.

_____________

(1)Refer to the ~~Non-GAAP~~“Non-GAAP Financial ~~Measures~~Measures” section for an explanation of the non-GAAP financial measure.

Xerox ~~2022~~2023 Form 10-Q 56

Total Installs

Installs reflect ~~only~~ new placements of devices only (i.e., measure does not take into account removal of devices which may occur as a result of contract renewals or cancellations). Revenue associated with equipment installations may be reflected up-front in Equipment sales or over time either through rental income or as part of our services revenues (which are both reported within our Post sale revenues), depending on the terms and conditions of our agreements with customers. Installs include activity for Xerox and non-Xerox branded products installed by our XBS sales unit. Detail by product group (see Products and Offerings Definitions) is shown below.

Installs for the three months ended June 30, ~~2022:~~2023 as compared to prior year period reflect the following:

Entry1

•~~66%~~43% decrease in entry color installs primarily due to declines in entry color printers and A4 Color multi-function printers (MFPs).

•5% decrease in entry black-and-white installs driven by declines in A4 mono MFPs, partially offset by higher entry mono printer installs.

Mid-Range

•21% increase in mid-range color ~~multifunction devices~~installs, driven by A3 color MFPs, reflecting ~~higher demand and~~ increased product availability.

•~~34% decrease~~16% increase in ~~black-and-white multifunction devices primarily due to higher prior year installs associated with work-from-home demand, resulting from the COVID-19 pandemic, as well as ongoing product constraints.~~

~~Mid-Range~~

•~~17% decrease in color installs primarily reflecting the impact of freight disruption and product supply constraints, offsetting strong demand.~~

•~~22% decrease in~~mid-range black-and-white installs, ~~primarily in the Americas,~~driven by A3 mono MFPs, reflecting ~~the impact of freight disruption and~~increased product ~~supply constraints.~~availability.

High-End

•~~13%~~8% increase in high-end color installs reflecting higher demand for iGen and Entry Production Color Mid devices, primarily ~~reflecting increased product availability, particularly for~~in our ~~Iridesse and Baltoro products.~~Americas region.

•~~29%~~8% decrease in high-end black-and-white ~~systems~~installs reflecting ~~the impact of global product constraints~~macroeconomic pressures in EMEA and ~~freight disruptions.~~a competitive market for high end cut sheet devices.

Installs for the six months ended June 30, ~~2022:~~2023 as compared to prior year period reflect the following:

Entry1

•~~31% increase~~28% decrease in entry color ~~multifunction devices~~installs reflecting ~~higher demand,~~declines in entry color printers and A4 Color MFPs, primarily in our EMEA ~~region,~~region.

•3% decrease in entry black-and-white installs primarily driven by declines in A4 mono MFPs, partially offset by higher entry mono printer installs, and increased product availability.

Mid-Range

•23% increase in mid-range color installs, driven by A3 color MFPs, reflecting increased product availability.

•~~37% decrease~~61% increase in black-and-white multifunction devices primarily due to higher prior year installs in our EMEA region associated with work-from-home demand, resulting from the COVID-19 pandemic, as well as ongoing product constraints.

~~Mid-Range~~

•~~13% decrease in color installs primarily reflecting the impact of freight disruption and product supply constraints, offsetting strong demand for recently launched products.~~

•~~40% decrease in~~mid-range black-and-white installs, driven by A3 mono MFPs, primarily in our Americas region, ~~reflecting the impact of freight disruption and~~as well as increased product ~~supply constraints.~~availability.

High-End

•~~8% decrease~~38% increase in high-end color installs reflecting higher demand for iGen and Entry Production Color Mid devices, primarily ~~reflecting the impact of global product constraints and freight disruptions, more than offset higher installs due to increasing product availability.~~in our Americas region.

•~~23%~~16% decrease in high-end black-and-white ~~systems~~installs reflecting ~~the impact of global~~lower demand, primarily in our Americas region.

_____________

(1)Reflects install activity for total Entry product ~~constraints and freight disruptions.~~group.

Products and Offerings Definitions

Our ~~Equipment sale~~ product groupings ~~are as follows:~~range from:

•“Entry”, which include A4 devices and desktop printers and multifunction devices that primarily serve small and medium workgroups/work teams.

•“Mid-Range”, which include A3 devices that generally serve large workgroup/work teams environments as well as products in the Light Production ~~monochrome and color segments~~product groups serving centralized print centers, print for pay and lower volume production print establishments.

•“High-End”, which include production printing and publishing systems that generally serve the graphic communications marketplace and print centers in large enterprises.

Segment Margin

Print and Other segment margin of 6.5% for the three months ended June 30, 2023 increased by 4.7-percentage points as compared to second quarter 2022 primarily due to lower supply chain-related costs, lower RD&E expense,

Xerox ~~2022~~2023 Form 10-Q 57

~~Segment Margin~~and lower selling and administrative expenses, which reflect the benefits of cost and productivity savings, as well as higher revenue. This activity was partially offset by higher bad debt expense.

Print and Other segment margin of ~~1.1% for the three months ended June 30, 2022 decreased by 5.8-percentage points as compared to second quarter 2021, while the Print and Other segment margin of (0.1)%~~6.3% for the six months ended June 30, ~~2022 decreased 5.9-percentage~~2023 increased 5.7-percentage points as compared to the prior year ~~period. The decrease in the segment margin for both periods is~~period primarily due to lower supply chain-related costs, lower RD&E expense, and lower Selling, administrative and general expenses, which reflect the ~~impact~~benefits of cost and productivity savings and lower bad debt expense, as well as higher freight and production costs associated with product supply constraints, investments in new businesses, benefits from temporary government assistance and furlough measures in the prior year, lower royalty revenues and third-party leasing commissions,revenue. This activity was partially offset by ~~productivity~~higher Restructuring and ~~cost savings associated with Project Own It transformation actions.~~related costs, net.

~~Financing (FITTLE)~~FITTLE

~~Financing (FITTLE)~~FITTLE represents a global financing solutions business, primarily enabling the sale of our equipment and services.

Revenue


		Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended June 30,					Six Months Ended June 30,
(in millions)	(in millions)	2022		2021		% Change	2022		2021		% Change	(in millions)	2023		2022		% Change	2023		2022		% Change
Equipment sales	Equipment sales	$	5	$	7	(28.6)%	$	10	$	15	(33.3)%	Equipment sales	$	6	$	5	20.0%	$	12	$	10	20.0%
Financing	Financing	52		56		(7.1)%	105		111		(5.4)%	Financing	49		52		(5.8)%	101		105		(3.8)%
Other Post sale revenue(1)	Other Post sale revenue(1)	91		111		(18.0)%	188		225		(16.4)%	Other Post sale revenue(1)	46		39		17.9%	90		79		13.9%
Intersegment net revenue(2)		3		3		—%	6		6		—%
Total Financing (FITTLE) Revenue		$	151	$	177	(14.7)%	$	309	$	357	(13.4)%

Total FITTLE Revenue												Total FITTLE Revenue	$	101	$	96	5.2%	$	203	$	194	4.6%

_____________

(1)Other Post sale revenue includes ~~operating lease/rental revenues as well as~~ lease renewal and fee income.

~~(2)Reflects net revenue, primarily commissions and other payments, made by the Financing (FITTLE) segment to the Print and Other segment for the lease of Xerox equipment placements.~~

Second quarter ~~2022 Financing (FITTLE)~~2023 FITTLE segment revenue ~~decreased 14.7%~~increased 5.2% as compared to second quarter ~~2021, while~~2022, and for the six months ended June 30, ~~2022~~2023 segment revenue ~~decreased 13.4%~~increased 4.6% as compared to the prior year period. ~~Financing (FITTLE)~~FITTLE segment ~~revenues~~revenue included the following:

~~Equipment Sales~~Financing revenue is generated from direct and indirect financed Xerox equipment sale transactions and third-party equipment placements. For the three months ended June 30, 2023, these revenues decreased 5.8% as compared to second quarter 2022, including a 1.8-percentage point adverse impact from currency. Financing revenue for the six months ended June 30, 2023 decreased 3.8%, including a 2.0-percentage point adverse impact from currency. The decline at constant currency1 for both the three and six months ended June 30, 2023, respectively, reflects a reduction of the average finance receivables in the quarter and year-to-date periods as a result of the sales of finance receivables in 2023 and the fourth quarter 2022. Finance receivables are approximately $250 million lower in June of 2023 as compared to June of 2022.

Other Post sale revenue increased 17.9% for the three months ended June 30, ~~2022 decreased 28.6%~~2023 as compared to second quarter ~~2021,~~2022, and ~~decreased 33.3%~~increased 13.9% for the six months ended June 30, ~~2022~~2023 as compared to the prior year period. The ~~decrease in both periods was attributed to reduced end of lease equipment inventory resulting in fewer opportunities.~~

~~Financing Income~~ for the three months ended June 30, 2022 decreased by 7.1% as compared to second quarter 2021, and decreased 5.4% for the six months ended June 30, 2022 as compared to the prior year period. The decrease in both periods was due to a lower finance receivables balance, as collections continue to outpace originations. Originations have been impacted by the global product supply constraints and freight disruptions.

~~Other Post sale revenue~~ for the three months ended June 30, 2022 decreased 18.0% as compared to second quarter 2021, and decreased 16.4% for the six months ended June 30, 2022 as compared to the prior year period. The decreaseincrease in both periods is due to ~~a decline in operating lease rental income,~~revenue from sales of finance receivables under our finance receivables funding agreement, which ~~is consistent with the overall decline of equipment installs.~~

~~Segment Margin~~

~~Financing (FITTLE) segment margin of 11.5%~~was $11 million and ~~11.2%~~$14 million for the three and six months ended June 30, 2023.

_____________

(1)Refer to the “Non-GAAP Financial Measures” section for an explanation of the non-GAAP financial measure.

Segment Margin

FITTLE segment margin of 0.0% for the three months ended June 30, 2023 decreased 6.3-percentage points as compared to second quarter 2022 due to higher strategic investment costs, and higher interest costs, partially offset by the benefits of the finance receivables funding agreement.

FITTLE segment margin of 8.9% for the six months ended June 30, 2023 increased ~~2.9-percentage points and 1.8-percentage~~1.7-percentage points as compared to the ~~respective~~ prior year ~~periods. The increase in segment profit for both periods was due to a reduction in commissions paid to equipment suppliers (primarily~~period driven by higher revenue reflecting the ~~Print~~benefits of the finance receivables funding agreement, and ~~Other segment),~~lower bad debt expense, partially offset by ~~incremental~~higher strategic investment costs, ~~associated with standing up the business. We expect Financing (FITTLE)'s segment margin to normalize as Xerox lease volumes pick up, driving increases in intersegment commissions.~~

~~Xerox 2022 Form 10-Q~~ 58

~~2021 Segment Review~~

~~The following are our 2021 results that correspond, for comparison purposes, to the new segment reporting in 2022:~~

(in millions) External Net Revenue
Intersegment Net Revenue(1)
Total Segment Revenue % of Total Revenue Segment Profit
Segment Margin(2)
Q1 2021
Print and Other $ 1,533 $ 48 $ 1,581 90 % $ 71 4.6 %
Financing (FITTLE) 177 3 180 10 % 18 10.2 %
Total $ 1,710 $ 51 $ 1,761 100 % $ 89 5.2 %
Q2 2021
Print and Other $ 1,619 $ 53 $ 1,672 90 % $ 111 6.9 %
Financing (FITTLE) 174 3 177 10 % 15 8.6 %
Total $ 1,793 $ 56 $ 1,849 100 % $ 126 7.0 %
Q3 2021
Print and Other $ 1,590 $ 46 $ 1,636 91 % $ 50 3.1 %
Financing (FITTLE) 168 3 171 9 % 24 14.3 %
Total $ 1,758 $ 49 $ 1,807 100 % $ 74 4.2 %
Q4 2021
Print and Other $ 1,613 $ 46 $ 1,659 91 % $ 61 3.8 %
Financing (FITTLE) 164 3 167 9 % 25 15.2 %
Total $ 1,777 $ 49 $ 1,826 100 % $ 86 4.8 %
2021
Print and Other $ 6,355 $ 193 $ 6,548 90 % $ 293 4.6 %
Financing (FITTLE) 683 12 695 10 % 82 12.0 %
Total $ 7,038 $ 205 $ 7,243 100 % $ 375 5.3 %

~~_____________~~

~~(1)Reflects net revenue, primarily commissions~~ and ~~other payments, made by the Financing segment (FITTLE) to the Print and Other segment for the lease of Xerox equipment placements.~~

~~(2)Segment margin based on external net revenue only.~~

~~The following are reconciliations of our segment profit to our pre-tax income (loss) for 2021:~~

(in millions) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Full Year 2021
Pre-tax Income (Loss)
Total reported segments $ 89 $ 126 $ 74 $ 86 $ 375
Goodwill impairment — — — (781) (781)
Restructuring and related costs, net (17) (12) (10) 1 (38)
Amortization of intangible assets (15) (14) (13) (13) (55)
Other expenses, net (4) (1) 33 (4) 24
Total Pre-tax income (loss) $ 53 $ 99 $ 84 $ (711) $ (475)
higher interest costs.

Xerox ~~2022~~2023 Form 10-Q 5958

Capital Resources and Liquidity

The following is a summary of our liquidity position:

•As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, total cash, cash equivalents and restricted cash were ~~$1,227~~$569 million and ~~$1,909~~$1,139 million, respectively, and apart from restricted cash of ~~$76~~$92 million and ~~$69~~$94 million at June 30, 2023 and December 31, 2022, respectively, was readily accessible for use. The decrease in total cash, cash equivalents and restricted cash of ~~$682~~$570 million primarily reflects ~~net~~ payments on long-term debt of ~~$379~~$826 million and dividend payments to shareholders of ~~$201~~$88 million, ~~(repurchases~~which were partially offset by net proceeds of ~~$113~~$193 million from the new asset-based revolving credit agreement (the ABL Facility) , and ~~dividends~~net cash flows from operations of ~~$88 million) and acquisitions~~$173 million. Net cash flows from operations included a $390 million benefit from a decrease in finance receivables, which reflected the sale of ~~$52 million.~~approximately $630 million of finance receivables under the finance receivables funding agreement, partially offset by new originations.

•~~No amounts~~Total debt at June 30, 2023 was $3,116 million, of which $2,595 million is allocated to and supports the Company's finance assets. The remaining debt of $521 million is attributable to the non-financing business and declined from $806 million at December 31, 2022. Debt consists of Senior Unsecured Notes, secured borrowings through the securitization of finance assets, and borrowings under our new ABL Facility (see below). Approximately $300 million of our Senior Unsecured Note borrowings are due ~~under our Senior Note borrowings for~~in within the ~~remainder of 2022.~~next twelve months.

•In ~~July 2022, Xerox Corporation~~May 2023, we entered into a five-year senior secured revolving credit facility of up to $300 million (the ABL Facility). Our previous $250 million Credit Facility due July 2024 was terminated prior to entering into the ABL Facility. As of June 30, 2023, there were $200 million of borrowings under the ABL Facility, which are reported as short-term borrowings based on management's intent to repay this balance within the next six months. There were no letters of credit outstanding under this facility and we were in full compliance with the covenants and other provisions of the ABL Facility.

•We have increased our expectations for Operating cash flows and now expect them to be at least $650 million, which is an ~~agreement for a new $500 million revolving Credit Facility. This new facility replaced~~increase from our ~~prior $1.5 billion Credit Facility.~~ original expectation of at least $550 million. The increase reflects an improvement in expected operating income and incremental sales of finance receivables. We continue to expect capital expenditures to be approximately $50 million.

Refer toNote 2313 - ~~Subsequent Events~~Debt in the Condensed Consolidated Financial Statements for additional information ~~related to this Credit Facility.~~regarding debt activity.

Cash Flow Analysis

The following summarizes our cash, cash equivalents and restricted cash:


		Six Months Ended June 30,				Change			Six Months Ended June 30,				Change
(in millions)	(in millions)	2022		2021				(in millions)	2023		2022

Net cash (used in) provided by operating activities		$	(19)	$	331	$	(350)
Net cash provided by (used in) operating activities								Net cash provided by (used in) operating activities	$	173	$	(19)	$	192

Net cash used in investing activities	Net cash used in investing activities	(62)		(72)		10		Net cash used in investing activities	(22)		(62)		40

Net cash used in financing activities	Net cash used in financing activities	(587)		(747)		160		Net cash used in financing activities	(725)		(587)		(138)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(14)		—		(14)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	4		(14)		18

Decrease in cash, cash equivalents and restricted cash	Decrease in cash, cash equivalents and restricted cash	(682)		(488)		(194)		Decrease in cash, cash equivalents and restricted cash	(570)		(682)		112
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	1,909		2,691		(782)		Cash, cash equivalents and restricted cash at beginning of period	1,139		1,909		(770)
Cash, Cash Equivalents and Restricted Cash at End of Period	Cash, Cash Equivalents and Restricted Cash at End of Period	$	1,227	$	2,203	$	(976)	Cash, Cash Equivalents and Restricted Cash at End of Period	$	569	$	1,227	$	(658)

Cash Flows from Operating Activities

Net cash ~~used in~~provided by operating activities was ~~$19~~$173 million for the six months ended June 30, ~~2022.~~2023. The ~~$350~~$192 million ~~decrease~~increase in operating cash from the prior year period was primarily due to the following:

•$~~235~~199 million ~~decrease~~increase in pre-tax income before depreciation and amortization, provisions, PARC donation, stock-based compensation, restructuring and related costs and non-service retirement-related costs.

•$~~146~~390 million ~~decrease primarily due to~~increase from finance receivables reflecting the ~~prior year receipts~~sale of ~~an upfront prepaid fixed royalty from FX of $100 million for their continued use of the Xerox brand trademark after the termination of our technology agreement with them and $46~~approximately $630 million of ~~royalty payments~~finance receivables under the ~~technology agreement.~~finance receivables funding agreement, partially offset by higher originations from increased equipment sales. Refer to Note 9 – Finance Receivables, Net in the Consolidated Financial Statements for additional information regarding the sale of finance receivables.

•$99107 million ~~decrease from inventory primarily~~increase due to ~~higher inventories in anticipation~~lower inventory reflecting increased sales of ~~higher second half revenues.~~equipment and supplies.

•$8643 million ~~decrease~~increase from ~~accounts receivable primarily due to a~~ lower ~~sequential revenue decrease compared to the prior year as well as the timing of collections.~~

•~~$25 million decrease from higher~~ net tax payments.

•$~~205~~40 million increase from lower contributions to our retirement plans primarily due to further contributions to our U.K. defined benefit pension plan not being required in 2023.

Xerox 2023 Form 10-Q 59

•$462 million decrease from accounts payable primarily due to the timing of supplier and vendor payments and ~~an associated increase in days payable as well as higher purchases.~~lower year-over-year spending.

•$32105 million ~~increase~~decrease from other current and long-term liabilities primarily due to the timing of ~~payments associated with restructuring and related costs.~~payment of higher year-end accruals.

•$30 million decrease from higher installs of equipment on operating leases.

Cash Flows from Investing Activities

Net cash used in investing activities was ~~$62~~$22 million for the six months ended June 30, ~~2022.~~2023. The ~~$10 million change from the prior year period was primarily due to the following:~~

•~~$25 million increase primarily due to the sale of surplus buildings and land in the U.S.~~

•~~$15 million decrease from acquisitions.~~

•~~Other investing, net includes $7 million of noncontrolling investments as part of our corporate venture capital fund compared to $3 million in the prior year.~~

~~Cash Flows from Financing Activities~~

~~Net cash used in financing activities was $587 million for the six months ended June 30, 2022. The $160~~$40 million decrease in the use of cash from the prior year period was primarily due to the following:

•$~~300~~45 million decrease ~~due to lower share repurchases~~reflecting fewer acquisitions in ~~the current year.~~2023.

•$2014 million decrease ~~in common and preferred stock dividends due to a~~reflecting lower ~~level of outstanding shares.~~capital expenditures.

~~Xerox 2022 Form 10-Q~~ 60

•$~~170~~25 million increase primarily due to the sale of surplus buildings and land in the U.S. in the prior year.

Cash Flows from Financing Activities

Net cash used in financing activities was $725 million for the six months ended June 30, 2023. The $138 million increase in the use of cash from the prior year period was primarily due to the following:

•$247 million increase from net debt activity. 2023 reflects payments of $300 million on Senior Notes and $519 million on secured financing arrangements offset by net proceeds of $193 million from the new ABL Facility, which includes a debt issuance cost payment of $7 million. The $519 million of payments on secured financing arrangements includes the early repayment of $185 million U.S. secured borrowing. 2022 reflects proceeds of $753 million on secured financing arrangements1 offset by payments of $477 million, $300 million on maturing 2022 Senior Notes and $353 million for the early redemption of 2023 Senior Notes, which includes a premium payment of $3 million. ~~2021 reflects payments of $209~~

•$113 million ~~on secured financing arrangements.~~decrease due to no share repurchases in the current year.

~~_____________~~

~~(1)~~The payments on existing secured financing arrangements of $477 million include $248 million associated with the early extinguishment of an existing arrangement that was funded through the new secured financing arrangement. Refer to Note 13 - Debt in the Condensed Consolidated Financial Statements for additional ~~information.~~information regarding debt activity.

Cash, Cash Equivalents and Restricted Cash

Refer to Note 7 - Supplementary Financial Information in the Condensed Consolidated Financial Statements for additional information regarding Cash, cash equivalents and restricted cash.

Operating Leases

Refer to Note 11 - Lessee in the Condensed Consolidated Financial Statements for additional information regarding our leases accounted for under lessee accounting.

Xerox 2023 Form 10-Q 60

Debt and Customer Financing Activities

The following summarizes our debt:


(in millions)	(in millions)	June 30, 2022		December 31, 2021		(in millions)	June 30, 2023		December 31, 2022
Xerox Holdings Corporation	Xerox Holdings Corporation	$	1,500	$	1,500	Xerox Holdings Corporation	$	1,500	$	1,500
Xerox Corporation	Xerox Corporation	1,550		2,200		Xerox Corporation	1,100		1,200
Xerox - Other Subsidiaries(1)	Xerox - Other Subsidiaries(1)	836		561		Xerox - Other Subsidiaries(1)	526		1,042
Subtotal - Principal debt balance	Subtotal - Principal debt balance	3,886		4,261		Subtotal - Principal debt balance	3,126		3,742
Debt issuance costs	Debt issuance costs					Debt issuance costs
Xerox Holdings Corporation	Xerox Holdings Corporation	(9)		(11)		Xerox Holdings Corporation	(7)		(9)
Xerox Corporation	Xerox Corporation	(5)		(6)		Xerox Corporation	(4)		(4)
Xerox - Other Subsidiaries(1)	Xerox - Other Subsidiaries(1)	(2)		(1)		Xerox - Other Subsidiaries(1)	(1)		(5)
Subtotal - Debt issuance costs	Subtotal - Debt issuance costs	(16)		(18)		Subtotal - Debt issuance costs	(12)		(18)
Net unamortized premium	Net unamortized premium	2		3		Net unamortized premium	2		2

Total Debt	Total Debt	$	3,872	$	4,246	Total Debt	$	3,116	$	3,726

_____________

(1)Represents secured debt issued by subsidiaries of Xerox Corporation as part of the securitization of Finance Receivables.

Refer to Note 13 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt.

Finance Assets and Related Debt

The following represents our total finance assets, net associated with our lease and finance operations:


(in millions)	(in millions)	June 30, 2022		December 31, 2021		(in millions)	June 30, 2023		December 31, 2022
Total finance receivables, net(1)	Total finance receivables, net(1)	$	2,947	$	3,070	Total finance receivables, net(1)	$	2,707	$	3,102
Equipment on operating leases, net	Equipment on operating leases, net	226		253		Equipment on operating leases, net	259		235
Total Finance Assets, net(2)	Total Finance Assets, net(2)	$	3,173	$	3,323	Total Finance Assets, net(2)	$	2,966	$	3,337

_____________

(1)Includes (i) Billed portion of finance receivables, net, (ii) Finance receivables, net and (iii) Finance receivables due after one year, net as included in our Condensed Consolidated Balance Sheets.

(2)The change from December 31, ~~2021~~2022 includes ~~a decrease~~an increase of ~~$95~~$36 million due to currency.

~~Xerox 2022 Form 10-Q~~ 61

Our lease contracts permit customers to pay for equipment over time rather than at the date of installation; therefore, we maintain a certain level of debt (that we refer to as financing debt) to support our investment in these lease contracts, which are reflected in Total finance assets, net. For this financing aspect of our business, we maintain an assumed 7:1 leverage ratio of debt to equity as compared to our finance assets.

Based on this leverage, the following represents the breakdown of total debt between financing debt and core debt:


(in millions)	(in millions)	June 30, 2022		December 31, 2021		(in millions)	June 30, 2023		December 31, 2022
Finance receivables debt(1)	Finance receivables debt(1)	$	2,579	$	2,687	Finance receivables debt(1)	$	2,368	$	2,714
Equipment on operating leases debt	Equipment on operating leases debt	198		221		Equipment on operating leases debt	227		206
Financing debt	Financing debt	2,777		2,908		Financing debt	2,595		2,920
Core debt	Core debt	1,095		1,338		Core debt	521		806
Total Debt	Total Debt	$	3,872	$	4,246	Total Debt	$	3,116	$	3,726

__________________

(1)Finance receivables debt is the basis for our calculation of "Cost of financing" expense in the Condensed Consolidated Statements of (Loss) Income.

Xerox 2023 Form 10-Q 61

Sales of Accounts Receivable

Activity related to sales of accounts receivable is as follows:


		Six Months Ended June 30,						Six Months Ended June 30,
(in millions)	(in millions)		2022		2021		(in millions)		2023		2022
Estimated decrease to net operating cash flows(1)	Estimated decrease to net operating cash flows(1)		$	(10)	$	(26)	Estimated decrease to net operating cash flows(1)		$	(84)	$	(10)

_____________

(1)Represents the difference between current and prior period accounts receivable sales adjusted for the effects of currency.

Refer to Note 8 - Accounts Receivable, Net in the Condensed Consolidated Financial Statements for additional information regarding our accounts receivable sales arrangements.

Liquidity and Financial Flexibility

We manage our worldwide liquidity using internal cash management practices, which are subject to i) the statutes, regulations and practices of each of the local jurisdictions in which we operate, ii) the legal requirements of the agreements to which we are a party, and iii) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services.

Our principal debt maturities are spread over the next five years as follows:


(in millions)	(in millions)	Xerox Holdings Corporation		Xerox Corporation		Xerox - Other Subsidiaries(1)		Total		(in millions)	Xerox Holdings Corporation		Xerox Corporation		Xerox - Other Subsidiaries(1)		Total
2022 Q3		$	—	$	—	$	116	$	116
2022 Q4		—		—		109		109
2023		—		650		406		1,056
2023 Q3										2023 Q3	$	—	$	200	$	113	$	313
2023 Q4										2023 Q4	—		—		105		105
2024	2024	—		300		165		465		2024	—		300		271		571
2025	2025	750		—		—		750		2025	750		—		37		787
2026	2026	—		—		1		1		2026	—		—		—		—
2027 and thereafter		750		600		39		1,389
2027										2027	—		—		—		—
2028 and thereafter										2028 and thereafter	750		600		—		1,350
Total(2)	Total(2)	$	1,500	$	1,550	$	836	$	3,886	Total(2)	$	1,500	$	1,100	$	526	$	3,126

_____________

(1)Represents secured debt issued by subsidiaries of Xerox Corporation as part of the securitization of Finance Receivables.

(2)Includes fair value adjustments.

Refer to Note 13 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt.

~~Xerox 2022 Form 10-Q~~ 62

Treasury Stock

Xerox Holdings Corporation made no repurchases of its Common Stock in second quarter ~~2022.~~ 2023.

Xerox Holdings Corporation repurchased 5.2 million shares of our Common Stock for an aggregate cost of $113 million, including fees, during the six months ended June 30, 2022. The cumulative total of shares repurchased by Xerox Holdings Corporation under the current share repurchase program is 24.6 million shares for an aggregate cost of approximately $500 million, including fees. As of June 30, 2022, there was no repurchase authority remaining.2023 Form 10-Q 62

Financial Risk Management

We are exposed to market risk from foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. We utilize derivative financial instruments to hedge economic exposures, as well as to reduce earnings and cash flow volatility resulting from shifts in market rates. We enter into limited types of derivative contracts, including interest rate swap agreements, interest rate caps, foreign currency spot, forward and swap contracts and net purchased foreign currency options to manage interest rate and foreign currency exposures. Our primary foreign currency market exposures include the Japanese Yen, Euro and U.K. Pound Sterling. The fair market values of all our derivative contracts change with fluctuations in interest rates and/or currency exchange rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held solely as risk management tools and not for trading or speculative purposes. The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.

We are required to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. As permitted, certain of these derivative contracts have been designated for hedge accounting treatment. Certain of our derivatives that do not qualify for hedge accounting are effective as economic hedges. These derivative contracts are likewise required to be recognized each period at fair value and therefore do result in some level of volatility. The level of volatility will vary with the type and amount of derivative hedges outstanding, as well as fluctuations in the currency and interest rate markets during the period. The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.

By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange and interest rate movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. We do not believe there is significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a diversified group of major financial institutions. Further, our policy is to deal with counterparties having a minimum investment grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.

The current market events have not required us to materially modify or change our financial risk management strategies with respect to our exposures to interest rate and foreign currency risk. Refer to Note 14 – Financial Instruments in the Condensed Consolidated Financial Statements for further discussion and information on our financial risk management strategies.

Xerox ~~2022~~2023 Form 10-Q 63

Non-GAAP Financial Measures

We have reported our financial results in accordance with generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using the non-GAAP measures described below. We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures. Accordingly, we believe it is necessary to adjust several reported amounts, determined in accordance with GAAP, to exclude the effects of certain items as well as their related income tax effects.

~~Reconciliations of~~However, these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are set forth below as well as in the second quarter 2022 presentation slides available at www.xerox.com/investor.

~~These~~ non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with GAAP.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are set forth below.

Adjusted Earnings Measures

•Adjusted Net ~~(Loss)~~ Income and EPS

•Adjusted Effective Tax Rate

The above measures were adjusted for the following items:

Restructuring and related costs, net: Restructuring and related costs, net include restructuring and asset impairment charges as well as costs associated with our transformation programs beyond those normally included in restructuring and asset impairment charges. Restructuring consists of costs primarily related to severance and benefits paid to employees pursuant to formal restructuring and workforce reduction plans. Asset impairment includes costs incurred for those assets sold, abandoned or made obsolete as a result of our restructuring actions, exiting from a business or other strategic business changes. Additional costs for our transformation programs are primarily related to the implementation of strategic actions and initiatives and include third-party professional service costs as well as one-time incremental costs. All of these costs can vary significantly in terms of amount and frequency based on the nature of the actions as well as the changing needs of the business. Accordingly, due to that significant variability, we will exclude these charges since we do not believe they provide meaningful insight into our current or past operating performance, nor do we believe they are reflective of our expected future operating expenses as such charges are expected to yield future benefits and savings with respect to our operational performance.

Amortization of intangible assets: The amortization of intangible assets is driven by our acquisition activity which can vary in size, nature and timing as compared to other companies within our industry and from period to period. The use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.

Non-service retirement-related costs: Our defined benefit pension and retiree health costs include several elements impacted by changes in plan assets and obligations that are primarily driven by changes in the debt and equity markets as well as those that are predominantly legacy in nature and related to employees who are no longer providing current service to the Company (e.g. retirees and ex-employees). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) amortization of prior plan amendments, (iv) amortized actuarial gains/losses and (v) the impacts of any plan settlements/curtailments. Accordingly, we consider these elements of our periodic retirement plan costs to be outside the operational performance of the business or legacy costs and not necessarily indicative of current or future cash flow requirements. This approach is consistent with the classification of these costs as non-operating in Other expenses, net. Adjusted earnings will continue to include the service cost elements of our retirement costs, which is related to current employee service as well as the cost of our defined contribution plans.

~~Other discrete,~~Xerox 2023 Form 10-Q 64

Discrete, unusual or infrequent items: We ~~excluded~~exclude these ~~items,~~item(s), when applicable, given their discrete, unusual or infrequent nature and ~~its~~their impact on the comparability of our results for the ~~period.~~period to prior periods and future expected trends.

•Contract termination costs - product supply

•PARC donation

•Accelerated share vesting - stock compensation expense associated with the accelerated vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox ~~Holding's~~Holdings Corporation's former CEO.

•Loss on early extinguishment of debt

~~We believe the exclusion of these items allows investors to better understand and analyze the results for the period as compared to prior periods and expected future trends in our business.~~

~~Xerox 2022 Form 10-Q~~ 64

Adjusted Operating ~~(Loss)~~ Income and Margin

We calculate and utilize adjusted operating income (loss) ~~income~~ and margin measures by adjusting our reported pre-tax income (loss) ~~income~~ and margin amounts. In addition to the costs and expenses noted above as adjustments for our adjusted earnings measures, adjusted operating income (loss) ~~income~~ and margin also exclude the remaining amounts included in Other expenses, net, which are primarily non-financing interest expense and certain other non-operating costs and expenses. We exclude these amounts in order to evaluate our current and past operating performance and to better understand the expected future trends in our business.

Constant Currency (CC)

Refer to "Currency Impact" for a discussion of this measure and its use in our analysis of revenue growth.

~~Summary~~

Management believes that all of these non-GAAP financial measures provide an additional means of analyzing the current period’s results against the corresponding prior period’s results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures.

~~Reconciliations of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on the following tables:~~

Adjusted Net ~~(Loss)~~ Income and EPS reconciliation:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2022				2021				2022				2021					2023				2022				2023				2022
(in millions, except per share amounts)	(in millions, except per share amounts)	Net (Loss) Income		EPS		Net Income		EPS		Net (Loss) Income		EPS		Net Income		EPS		(in millions, except per share amounts)	Net (Loss) Income		Diluted EPS		Net (Loss) Income		Diluted EPS		Net Income		Diluted EPS		Net (Loss) Income		Diluted EPS
Reported(1)	Reported(1)	$	(4)	$	(0.05)	$	91	$	0.46	$	(60)	$	(0.43)	$	130	$	0.64	Reported(1)	$	(61)	$	(0.41)	$	(4)	$	(0.05)	$	10	$	0.02	$	(60)	$	(0.43)
Adjustments:	Adjustments:																	Adjustments:

Restructuring and related costs, net	Restructuring and related costs, net	1				12				19				29				Restructuring and related costs, net	23				1				25				19
Amortization of intangible assets	Amortization of intangible assets	10				14				21				29				Amortization of intangible assets	10				10				21				21

Non-service retirement-related costs	Non-service retirement-related costs	(4)				(22)				(11)				(42)				Non-service retirement-related costs	11				(4)				10				(11)
Contract termination costs - product supply	Contract termination costs - product supply	—				—				33				—				Contract termination costs - product supply	—				—				—				33
PARC donation																		PARC donation	132				—				132				—
Accelerated share vesting	Accelerated share vesting	21				—				21				—				Accelerated share vesting	—				21				—				21
Loss on early extinguishment of debt	Loss on early extinguishment of debt	4				—				4				—				Loss on early extinguishment of debt	3				4				3				4
Income tax on adjustments(2)		(4)				(1)				(17)				(5)
Income tax on PARC donation(2)																		Income tax on PARC donation(2)	(40)				—				(40)				—
Income tax on adjustments (excluding PARC donation)(2)																		Income tax on adjustments (excluding PARC donation)(2)	(6)				(4)				(7)				(17)

Adjusted	Adjusted	$	24	$	0.13	$	94	$	0.47	$	10	$	0.02	$	141	$	0.69	Adjusted	$	72	$	0.44	$	24	$	0.13	$	154	$	0.93	$	10	$	0.02

Dividends on preferred stock used in adjusted EPS calculation(3)	Dividends on preferred stock used in adjusted EPS calculation(3)			$	3			$	3			$	7			$	7	Dividends on preferred stock used in adjusted EPS calculation(3)			$	3			$	3			$	7			$	7
Weighted average shares for adjusted EPS(3)	Weighted average shares for adjusted EPS(3)			156				189				157				194		Weighted average shares for adjusted EPS(3)			158				156				158				157
Fully diluted shares at June 30, 2022(4)				157
Fully diluted shares at June 30, 2023(4)																		Fully diluted shares at June 30, 2023(4)			158

____________________________

(1)Net (Loss) Income and EPS attributable to Xerox Holdings.

(2)Refer to Adjusted Effective Tax Rate reconciliation.

(3)For those periods that include the preferred stock dividend, the average shares for the calculations of diluted EPS exclude the 7 million shares associated with ~~Xerox Holdings Corporation's~~our Series A convertible preferred stock.

(4)~~Represents~~Reflects common shares outstanding at June 30, ~~2022 and excludes~~2023, plus potential dilutive common shares used for the calculation of adjusted diluted ~~earnings per share~~EPS for the second quarter ~~2022 as well as~~2023. The amount excludes shares associated with ~~Xerox Holdings Corporation's~~our Series A convertible preferred stock, ~~all of~~ which were anti-dilutive for the second quarter ~~2022.~~

2023.

Xerox ~~2022~~2023 Form 10-Q 65

Adjusted Effective Tax Rate reconciliation:


		Three Months Ended June 30,													Three Months Ended June 30,
		2022						2021							2023						2022
(in millions)	(in millions)	Pre-Tax (Loss) Income		Income Tax Expense		Effective Tax Rate		Pre-Tax Income		Income Tax Expense		Effective Tax Rate		(in millions)	Pre-Tax (Loss) Income		Income Tax (Benefit) Expense		Effective Tax Rate		Pre-Tax (Loss) Income		Income Tax Expense		Effective Tax Rate
Reported(1)	Reported(1)	$	(5)	$	1	(20.0)	%	$	99	$	9	9.1	%	Reported(1)	$	(89)	$	(28)	31.5	%	$	(5)	$	1	(20.0)	%

PARC donation(2)														PARC donation(2)	132		40				—		—
Non-GAAP Adjustments(2)	Non-GAAP Adjustments(2)	32		4				4		1				Non-GAAP Adjustments(2)	47		6				32		4

Adjusted(3)	Adjusted(3)	$	27	$	5	18.5	%	$	103	$	10	9.7	%	Adjusted(3)	$	90	$	18	20.0	%	$	27	$	5	18.5	%

		Six Months Ended June 30,													Six Months Ended June 30,
		2022						2021							2023						2022
(in millions)	(in millions)	Pre-Tax (Loss)		Income Tax (Benefit) Expense		Effective Tax Rate		Pre-Tax Income		Income Tax Expense		Effective Tax Rate		(in millions)	Pre-Tax (Loss) Income		Income Tax (Benefit) Expense		Effective Tax Rate		Pre-Tax (Loss)		Income Tax (Benefit)		Effective Tax Rate
Reported(1)	Reported(1)	$	(94)	$	(30)	31.9	%	$	152	$	23	15.1	%	Reported(1)	$	(4)	$	(14)	350.0	%	$	(94)	$	(30)	31.9	%

PARC donation(2)														PARC donation(2)	132		40				—		—
Non-GAAP Adjustments(2)	Non-GAAP Adjustments(2)	87		17				16		5				Non-GAAP Adjustments(2)	59		7				87		17

Adjusted(3)	Adjusted(3)	$	(7)	$	(13)	185.7	%	$	168	$	28	16.7	%	Adjusted(3)	$	187	$	33	17.6	%	$	(7)	$	(13)	185.7	%

____________________________

(1)Pre-tax (loss) ~~income~~ and Income tax ~~expense~~ (benefit). expense.

(2)Refer to Adjusted Net ~~(Loss)~~ Income and EPS reconciliation for details.

(3)The tax impact on Adjusted Pre-tax income (loss) ~~income~~ is calculated under the same accounting principles applied to the Reported Pre-tax (loss) ~~income~~ under ASC 740, which employs an annual effective tax rate method to the results.

Adjusted Operating ~~(Loss)~~ Income and Margin reconciliation:


		Three Months Ended June 30,													Three Months Ended June 30,
		2022						2021							2023						2022
(in millions)	(in millions)	(Loss) Profit		Revenue		Margin		Profit		Revenue		Margin		(in millions)	(Loss) Profit		Revenue		Margin		(Loss) Profit		Revenue		Margin
Reported(1)	Reported(1)	$	(5)	$	1,747	(0.3)	%	$	99	$	1,793	5.5	%	Reported(1)	$	(89)	$	1,754	(5.1)	%	$	(5)	$	1,747	(0.3)	%
Adjustments:	Adjustments:													Adjustments:

Restructuring and related costs, net	Restructuring and related costs, net	1						12						Restructuring and related costs, net	23						1
Amortization of intangible assets	Amortization of intangible assets	10						14						Amortization of intangible assets	10						10

PARC donation														PARC donation	132						—
Accelerated share vesting	Accelerated share vesting	21						—						Accelerated share vesting	—						21
Other expenses, net	Other expenses, net	8						1						Other expenses, net	31						8
Adjusted	Adjusted	$	35	$	1,747	2.0	%	$	126	$	1,793	7.0	%	Adjusted	$	107	$	1,754	6.1	%	$	35	$	1,747	2.0	%

		Six Months Ended June 30,													Six Months Ended June 30,
		2022						2021							2023						2022
(in millions)	(in millions)	(Loss) Profit		Revenue		Margin		Profit		Revenue		Margin		(in millions)	(Loss) Profit		Revenue		Margin		(Loss) Profit		Revenue		Margin
Reported(1)	Reported(1)	$	(94)	$	3,415	(2.8)	%	$	152	$	3,503	4.3	%	Reported(1)	$	(4)	$	3,469	(0.1)	%	$	(94)	$	3,415	(2.8)	%
Adjustments:	Adjustments:													Adjustments:

Restructuring and related costs, net	Restructuring and related costs, net	19						29						Restructuring and related costs, net	25						19
Amortization of intangible assets	Amortization of intangible assets	21						29						Amortization of intangible assets	21						21

PARC donation														PARC donation	132						—
Accelerated share vesting	Accelerated share vesting	21						—						Accelerated share vesting	—						21
Other expenses, net	Other expenses, net	65						5						Other expenses, net	51						65
Adjusted	Adjusted	$	32	$	3,415	0.9	%	$	215	$	3,503	6.1	%	Adjusted	$	225	$	3,469	6.5	%	$	32	$	3,415	0.9	%

____________________________

(1)Pre-tax (loss) ~~income.~~.

Xerox ~~2022~~2023 Form 10-Q 66

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth under the “Financial Risk Management” section of this Quarterly Report on Form 10-Q is hereby incorporated by reference in answer to this Item.

ITEM 4 — CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures

Xerox Holdings Corporation

The management of Xerox Holdings Corporation evaluated, with the participation of its principal executive officer and principal financial officer, or persons performing similar functions, the effectiveness of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, the principal executive officer and principal financial officer of Xerox Holdings Corporation have concluded that, as of the end of the period covered by this report, the disclosure controls and procedures of Xerox Holdings Corporation were effective to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to Xerox Holdings Corporation, including its consolidated subsidiaries, and was accumulated and communicated to the management of Xerox Holdings Corporation, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Xerox Corporation

The management of Xerox Corporation evaluated, with the participation of its principal executive officer and principal financial officer, or persons performing similar functions, the effectiveness of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, the principal executive officer and principal financial officer of Xerox Corporation have concluded that, as of the end of the period covered by this report, the disclosure controls and procedures of Xerox Corporation were effective to ensure that information required to be disclosed in the reports that or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to Xerox Corporation, including its consolidated subsidiaries, and was accumulated and communicated to the management of Xerox Corporation, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes in Internal Controls

Xerox Holdings Corporation

As required by paragraph (d) of Rule 13a-15 under the Exchange Act, we evaluated changes in our internal control over financial reporting during the last fiscal quarter. There were no changes identified in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Xerox Corporation

Xerox ~~2022~~2023 Form 10-Q 67

PART II — OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

The information set forth under Note 2221 – Contingencies and Litigation in the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q is incorporated by reference in answer to this item.

ITEM 1A — RISK FACTORS

Reference is made to the Risk Factors set forth in Part I, Item 1A of the combined Xerox Holdings Corporation and Xerox Corporation Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(b) Issuer Purchases of Equity Securities during the Quarter ended June 30, ~~2022~~2023

Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, include the following:

Board Authorized Share Repurchase Program:

There were no repurchases of Xerox Holdings Corporation's Common Stock for the quarter ended June 30, ~~2022. Of the $500 million of~~2023 pursuant to share repurchase ~~authority previously granted~~programs authorized by Xerox ~~Holdings Corporation's~~Holdings’ Board of ~~Directors, exclusive of fees and expenses, approximately $500 million has been used through June 30, 2022.~~Directors.

Repurchases Related to Stock Compensation Programs(1):

Total Number of Shares Purchased

Average Price Paid per Share(2)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs

Total Number of Shares Purchased

Average Price Paid per Share(2)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs

April 1 through 30

5,974

19.99

n/a

April 1 through 30

7,812

14.94

n/a

May 1 through 31

—

n/a

May 1 through 31

—

n/a

June 1 through 30

—

n/a

June 1 through 30

12,969

13.01

n/a

Total

5,974

Total

20,781

____________________________

(1)These repurchases are made under a provision in our restricted stock compensation programs for the indirect repurchase of shares through a net-settlement feature upon the vesting of shares in order to satisfy minimum statutory tax-withholding requirements.

(2)Exclusive of fees and expenses.

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 — MINE SAFETY DISCLOSURES

Not applicable.

~~ITEM 5 — OTHER INFORMATION~~

~~None.~~

Xerox ~~2022~~2023 Form 10-Q 68

ITEM 5 — OTHER INFORMATION

Rule 10b5-1 Trading Plans

Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by the Company’s stock trading standard. In accordance with Rule 10b5-1 and the Company’s insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s employee and director equity plans. Under the Company’s stock trading standard, the first trade made pursuant to a Rule 10b5-1 trading plan may take place no earlier than 90 days after adoption of the trading plan. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our stock trading standard and holding requirements.

The following table shows the Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted or terminated by our directors and executive officers during the three months ended June 30, 2023:

Name and Position

Plan Adoption/Termination

Plan Adoption Date

Duration of Plan (Expiration Date)

Number of Shares to be Purchased (Sold) under Plan

Steven Bandrowczak, Chief Executive Officer

Adoption

May 30, 2023

May 10, 2024

(135,000)

Transactions under Section 16 officer trading plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by law. No non-Rule 10b5-1 trading arrangements (as defined by Item 408(a) of Regulation S-K) were entered into by Section 16 director or officer of the Company during the covered period.

Xerox 2023 Form 10-Q 69

ITEM 6 — EXHIBITS


3.1						Restated Certificate of Incorporation of Xerox Holdings Corporation as of May 19, 2022 (conformed copy).
						Incorporated by reference to Exhibit 3.1 3.1 to Xerox Holdings Corporation’s Current Report on Form 8-K dated May 25, 2022. See SEC File Numbers 001-39013.
43.2						Restated Certificate of Incorporation of Xerox Corporation filed with the Department of State of New York on July 31, 2019.
						Incorporated by reference to Exhibit 3.2 to Xerox Corporation’s Report on Form 8-K dated July 31, 2019. See SEC File Number 001-04471.
3.3						Amended and Restated By-Laws of Xerox Holdings Corporation dated February 17, 2022.
						Incorporated by reference to Exhibit 3(b)(2) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2021. See SEC file Numbers 001-39013 and 001-04471.
3.4						Amended and Restated By-Laws of Xerox Corporation dated July 22, 2021.
						Incorporated by reference to Exhibit 3.3 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. See SEC File Numbers 001-39013 and 001-04471.
10.1						Offer Letter dated August 2, 2022, between Steven Bandrowczak, Xerox Holdings Corporation and Xerox Corporation.
						Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated August 3, 2022. See SEC File Number 001-39013.
10.2						Form of Indemnification Agreement.
						Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q dated November 2, 2022. See SEC File Number 001-39013 and 001-04471.
10.6						Separation and Consulting Services Agreement, by and between the Company and Louie Pastor, dated April 18, 2023.
						Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated April 21, 2023. See SEC File Numbers 001-39013 and 001-04471.
10.7						Credit Agreement, dated as of July 7, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent.
						Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated July 13, 2022. See SEC File Numbers 001-39013 and 001-04471.
10.8						Credit Agreement, dated May 22, 2023, by and among Xerox Corporation, a New York Corporation, Xerox Holdings Corporation, a New York corporation, and each other Guarantor party thereto, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and collateral agent.
						Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated May 23, 2023. See SEC File Number 001-39013.
31(a)(1)						Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(a)(2)						Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(b)(1)						Certification of Xerox Holdings Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(b)(2)						Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32(a)						Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)						Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~101~~101.INS						The following financial information from Xerox Holdings Corporation and Xerox Corporation's combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 was formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Xerox Holdings Corporation Condensed Consolidated Statements of (Loss) Income, (ii) Xerox Holdings Corporation Condensed Consolidated Statements of Comprehensive (Loss) Income, (iii) Xerox Holdings Corporation Condensed Consolidated Balance Sheets, (iv) Xerox Holdings Corporation Condensed Consolidated Statements of Cash Flows, (v) Xerox Corporation Condensed Consolidated Statements of (Loss) Income, (vi) Xerox Corporation Condensed Consolidated Statements of Comprehensive (Loss) Income, (vii) Xerox Corporation Condensed Consolidated Balance Sheets, (viii) Xerox Corporation Condensed Consolidated Statements of Cash Flows, and (ix) Notes to the Condensed Consolidated Financial Statements.Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB						Inline XBRL Taxonomy Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF						Inline XBRL Taxonomy Definition Linkbase Document
104						The ~~cover page~~Cover Page Interactive Data File from this Quarterly Report on Form 10-Q, (formatted as Inline XBRL and contained in Exhibit 101).

Xerox ~~2022~~2023 Form 10-Q 6970

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.


XEROX HOLDINGS CORPORATION (Registrant)

By:			/S/ MIRLANDA GECAJ
			Mirlanda Gecaj Vice President and Chief Accounting Officer (Principal Accounting Officer)

Date: August ~~3, 2022~~2, 2023


XEROX CORPORATION (Registrant)

By:			/S/ MIRLANDA GECAJ
			Mirlanda Gecaj Vice President and Chief Accounting Officer (Principal Accounting Officer)

Date: August ~~3, 2022~~2, 2023

Xerox ~~2022 Form 10-Q~~ 70

~~EXHIBIT INDEX~~


~~3.1~~						~~Restated Certificate of Incorporation of Xerox Holdings Corporation as of May 19, 2022 (conformed copy).~~
						~~Incorporated by reference to Exhibit 3.1 to Xerox Holdings Corporation’s Current Report on Form 8-K dated May 25, 2022. See SEC File Numbers 001-39013.~~
4						~~Credit Agreement, dated as of July 7, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent.~~
						Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated July 13, 2022. See SEC File Numbers 001-39013 and 001-04471.
~~31(a)(1)~~						~~Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).~~
~~31(a)(2)~~						~~Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).~~
~~31(b)(1)~~						~~Certification of Xerox Holdings Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).~~
~~31(b)(2)~~						~~Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).~~
~~32(a)~~						~~Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~32(b)~~						~~Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~101~~						The following financial information from Xerox Holdings Corporation and Xerox Corporation's combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 was formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Xerox Holdings Corporation Condensed Consolidated Statements of (Loss) Income, (ii) Xerox Holdings Corporation Condensed Consolidated Statements of Comprehensive (Loss) Income, (iii) Xerox Holdings Corporation Condensed Consolidated Balance Sheets, (iv) Xerox Holdings Corporation Condensed Consolidated Statements of Cash Flows, (v) Xerox Corporation Condensed Consolidated Statements of (Loss) Income, (vi) Xerox Corporation Condensed Consolidated Statements of Comprehensive (Loss) Income, (vii) Xerox Corporation Condensed Consolidated Balance Sheets, (viii) Xerox Corporation Condensed Consolidated Statements of Cash Flows, and (ix) Notes to the Condensed Consolidated Financial Statements.
~~104~~						~~The cover page from this Quarterly Report on Form 10-Q, (formatted as Inline XBRL and contained in Exhibit 101).~~

~~Xerox 2022~~2023 Form 10-Q 71


	Three Months Ended June 30,				Six Months Ended June 30,
Loss on Derivative Instruments	2022		2021		2022		2021




Cash Flow Hedges - Foreign Exchange Forward Contracts and Options
Derivative loss recognized in OCI (effective portion)	$	(23)	$	(2)	$	(38)	$	(12)
Derivative loss reclassified from AOCL to income - Cost of sales (effective portion)	(4)		(2)		(6)		(3)


	Three Months Ended June 30,			Six Months Ended June 30,			% of Total
(in millions)	2022	2021	% Change	2022	2021	% Change	2022	2021
Revenue
Print and Other	$1,633	$1,672	(2.3)%	$3,183	$3,253	(2.2)%	93%	93%
Financing (FITTLE)	151	177	(14.7)%	309	357	(13.4)%	9%	10%
Intersegment Elimination(1)	(37)	(56)	(33.9)%	(77)	(107)	(28.0)%	(2)%	(3)%
Total Revenue	$1,747	$1,793	(2.6)%	$3,415	$3,503	(2.5)%	100%	100%
Profit (Loss)
Print and Other	$18	$111	(83.8)%	$(2)	$182	(101.1)%	(6)%	85%
Financing (FITTLE)	17	15	13.3%	34	33	3.0%	106%	15%
Total Profit	$35	$126	(72.2)%	$32	$215	(85.1)%	100%	100%


(in millions)	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Full Year 2021
Pre-tax Income (Loss)
Total reported segments	$	89	$	126	$	74	$	86	$	375
Goodwill impairment	—		—		—		(781)		(781)
Restructuring and related costs, net	(17)		(12)		(10)		1		(38)
Amortization of intangible assets	(15)		(14)		(13)		(13)		(55)
Other expenses, net	(4)		(1)		33		(4)		24
Total Pre-tax income (loss)	$	53	$	99	$	84	$	(711)	$	(475)