Xerox 8-K 2019 Q3 Completion of Acquisition or Disposition of Assets

Exhibit 99.2

XEROX HOLDINGS CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited Pro Forma Condensed Consolidated Statements of Income of Xerox Holdings Corporation (“Xerox”) for the nine months ended September 30, 2019 and for the years ended December 31, 2018, 2017, and 2016 reflect Xerox’s results of operations as if the sales of Xerox’s indirect 25% equity interest in Fuji Xerox Co., Ltd., a Japanese company (“FX”), and of Xerox’s indirect 51% partnership interest in Xerox International Partners (“XIP”) (together, the “Sales”), had occurred on January 1, 2016. The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Xerox as of September 30, 2019 assumes that the Sales occurred on September 30, 2019. Historical financial results of our equity method investment in FX and our XIP business, which was fully consolidated, for the periods prior to the Sales will be reflected in Xerox’s 2019 Annual Report on Form10-K, as a discontinued operation.

The unaudited Pro Forma Condensed Consolidated Financial Statements are presented based on information currently available (which is subject to change), are intended for informational purposes only, and are not intended to represent what Xerox’s financial position and results of operations actually would have been had the Sales referenced above occurred on the dates indicated above. In addition, the unaudited Pro Forma Condensed Consolidated Financial Statements are not necessarily indicative of Xerox’s financial position and results of operations as of or for any future period.

The unaudited Pro Forma Condensed Consolidated Financial Statements and the accompanying notes should be read in conjunction with:

i. the audited Consolidated Financial Statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Xerox Corporation’s Annual Report on Form10-K for the fiscal year ended December 31, 2018 and

ii. the unaudited Condensed Consolidated Financial Statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Xerox’s Quarterly Report on Form10-Q for the quarter ended September 30, 2019.

On July 31, 2019, we completed a Reorganization in which Xerox Corporation became a direct, wholly owned subsidiary of Xerox Holdings Corporation and Xerox Holdings Corporation became the successor issuer to Xerox Corporation. The Reorganization was accounted for as a transaction among entities under common control and all “As Reported” results prior to the reorganization for Xerox Holdings Corporation reflect the “As Reported” results of Xerox Corporation.

The pro forma adjustments are based on available information and assumptions that Xerox’s management believes are reasonable, that are factually supportable, that reflect the impacts of events directly attributable to the Sales referenced above, and for purposes of the Pro Forma Condensed Consolidated Statements of Income, are expected to have a continuing impact on Xerox. The pro forma adjustments do not reflect future events that may occur after the Sales, including the impact of any potential use of the proceeds from the Sales. In addition, the pro forma adjustments do not reflect any potential charges or the expected realization of any cost savings or other restructuring actions that may result from the Sales. Refer to the Notes to Pro Forma Condensed Consolidated Financial Statements for more information.

Xerox believes that the pro forma adjustments are consistent with the guidance for discontinued operations under U.S. GAAP. Xerox’s current estimates on a discontinued operations basis are preliminary and could change as the company finalizes discontinued operations accounting to be reported in the Annual Report on Form10-K for the year ending December 31, 2019.

Xerox Pro Forma Financial Statements

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PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

XEROX HOLDINGS CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)

	Nine Months Ended September 30, 2019
(in millions, except per share data)	Xerox Holdings Corporation - As Reported		Pro Forma     Adjustments		Notes	Pro Forma
Revenues
Sales	$	2,379	$	(72)	(A)	$	2,307
Services, maintenance and rentals		4,132		(1)	(A)		4,131
Financing		184		—			184
Total Revenues		6,695		(73)			6,622
Costs and Expenses
Cost of sales		1,531		(39)	(A)		1,492
Cost of services, maintenance and rentals		2,400		(1)	(A)		2,399
Cost of financing		98		—			98
Research, development and engineering expenses		280		—			280
Selling, administrative and general expenses		1,580		(7)	(A)		1,573
Restructuring and related costs		176		—			176
Amortization of intangible assets		35		—			35
Transaction and related costs, net		8		—			8
Other expenses, net		74		1	(A)		75
Total Costs and Expenses		6,182		(46)			6,136
Income before Income Taxes and Equity Income		513		(27)			486
Income tax expense		108		(8)	(B)		100
Equity in net income of unconsolidated affiliates		137		(132)	(A)		5
Income from Continuing Operations		542		(151)			391
Less: Net income attributable to noncontrolling interests		7		(4)	(A)		3
Net Income from Continuing Operations Attributable to Xerox	$	535	$	(147)		$	388
Earnings per Share
Basic Earnings per Share
Continuing operations	$	2.34				$	1.68
Diluted Earnings per Share
Continuing operations	$	2.27				$	1.65
Pro Forma Shares Outstanding (in thousands)
Basic		224,257					224,257
Diluted		235,465					235,465

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

Xerox Pro Forma Financial Statements

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XEROX HOLDINGS CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)

	Year Ended December 31, 2018
(in millions, except per share data)	Xerox Holdings Corporation - As Reported		Pro Forma     Adjustments		Notes	Pro Forma
Revenues
Sales	$	3,972	$	(167)	(A)	$	3,805
Services, maintenance and rentals		5,590		(2)	(A)		5,588
Financing		268		—			268
Total Revenues		9,830		(169)			9,661
Costs and Expenses
Cost of sales		2,412		(107)	(A)		2,305
Cost of services, maintenance and rentals		3,359		(3)	(A)		3,356
Cost of financing		132		—			132
Research, development and engineering expenses		397		—			397
Selling, administrative and general expenses		2,390		(11)	(A)		2,379
Restructuring and related costs		158		(1)	(A)		157
Amortization of intangible assets		48		—			48
Transaction and related costs, net		68		—			68
Other expenses, net		268		2	(A)		270
Total Costs and Expenses		9,232		(120)			9,112
Income before Income Taxes and Equity Income		598		(49)			549
Income tax expense		257		(10)	(B)		247
Equity in net income of unconsolidated affiliates		33		(25)	(A)		8
Income from Continuing Operations		374		(64)			310
Less: Net income attributable to noncontrolling interests		13		(9)	(A)		4
Net Income from Continuing Operations Attributable to Xerox	$	361	$	(55)		$	306
Earnings per Share
Basic Earnings per Share
Continuing operations	$	1.40				$	1.17
Diluted Earnings per Share
Continuing operations	$	1.38				$	1.16
Pro Forma Shares Outstanding (in thousands)
Basic		248,707					248,707
Diluted		251,660					251,660

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

Xerox Pro Forma Financial Statements

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XEROX HOLDINGS CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)

	Year Ended December 31, 2017
(in millions, except per share data)	Xerox Holdings   Corporation - As   Reported		Pro Forma     Adjustments		Notes	Pro Forma
Revenues
Sales	$	4,073	$	(272)	(A)	$	3,801
Services, maintenance and rentals		5,898		(2)	(A)		5,896
Financing		294		—			294
Total Revenues		10,265		(274)			9,991
Costs and Expenses
Cost of sales		2,487		(214)	(A)		2,273
Cost of services, maintenance and rentals		3,518		(4)	(A)		3,514
Cost of financing		133		—			133
Research, development and engineering expenses		424		—			424
Selling, administrative and general expenses		2,526		(12)	(A)		2,514
Restructuring and related costs		216		—			216
Amortization of intangible assets		53		—			53
Transaction and related costs, net		9		—			9
Other expenses, net		329		1	(A)		330
Total Costs and Expenses		9,695		(229)			9,466
Income before Income Taxes and Equity Income		570		(45)			525
Income tax expense		481		(89)	(B)		392
Equity in net income of unconsolidated affiliates		115		(102)	(A)		13
Income from Continuing Operations		204		(58)			146
Less: Net income attributable to noncontrolling interests		12		(8)	(A)		4
Net Income from Continuing Operations Attributable to Xerox	$	192	$	(50)		$	142
Earnings per Share
Basic Earnings per Share
Continuing operations	$	0.70				$	0.50
Diluted Earnings per Share
Continuing operations	$	0.70				$	0.50
Pro Forma Shares Outstanding (in thousands)
Basic		254,341					254,341
Diluted		256,570					256,570

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

Xerox Pro Forma Financial Statements

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XEROX HOLDINGS CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)

	Year Ended December 31, 2016
(in millions, except per share data)	Xerox Holdings   Corporation - As   Reported		Pro Forma     Adjustments		Notes	Pro Forma
Revenues
Sales	$	4,319	$	(329)	(A)	$	3,990
Services, maintenance and rentals		6,127		(2)	(A)		6,125
Financing		325		—			325
Total Revenues		10,771		(331)			10,440
Costs and Expenses
Cost of sales		2,656		(263)	(A)		2,393
Cost of services, maintenance and rentals		3,682		(5)	(A)		3,677
Cost of financing		128		—			128
Research, development and engineering expenses		463		—			463
Selling, administrative and general expenses		2,636		(13)	(A)		2,623
Restructuring and related costs		259		(1)	(A)		258
Amortization of intangible assets		58		—			58
Other expenses, net		321		(1)	(A)		320
Total Costs and Expenses		10,203		(283)			9,920
Income before Income Taxes and Equity Income		568		(48)			520
Income tax expense		62		(33)	(B)		29
Equity in net income of unconsolidated affiliates		127		(114)	(A)		13
Income from Continuing Operations		633		(129)			504
Less: Net income attributable to noncontrolling interests		11		(8)	(A)		3
Net Income from Continuing Operations Attributable to Xerox	$	622	$	(121)		$	501
Earnings per Share
Basic Earnings per Share
Continuing operations	$	2.36				$	1.88
Diluted Earnings per Share
Continuing operations	$	2.33				$	1.86
Pro Forma Shares Outstanding (in thousands)
Basic		253,391					253,391
Diluted		255,995					255,995

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

Xerox Pro Forma Financial Statements

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XEROX HOLDINGS CORPORATION

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

	September 30, 2019
(in millions)	Xerox Holdings   Corporation - As Reported		Pro Forma     Adjustments		Notes		Pro Forma
Assets
Cash and cash equivalents	$	922	$	2,230		(C)	$	3,152
Accounts receivable, net		1,188		(5)		(D)		1,183
Billed portion of finance receivables, net		106		—				106
Finance receivables, net		1,145		—				1,145
Inventories		758		12		(D)		770
Other current assets		221		—				221
Total current assets		4,340		2,237				6,577
Finance receivables due after one year, net		2,037		—				2,037
Equipment on operating leases, net		374		—				374
Land, buildings and equipment, net		442		(1)		(D)		441
Investments in affiliates, at equity		1,517		(1,472)		(D)		45
Intangible assets, net		203		—				203
Goodwill		3,853		(8)		(E)		3,845
Deferred tax assets		688		(108)		(G)		580
Other long-term assets		1,206		—				1,206
Total Assets	$	14,660	$	648			$	15,308
Liabilities and Equity
Short-term debt and current portion of long-term debt	$	1,602	$	—			$	1,602
Accounts payable		1,070		(8)		(D)		1,062
Accrued compensation and benefits costs		321		(1)		(D)		320
Accrued expenses and other current liabilities		930		58		(D)/(G)		988
Total current liabilities		3,923		49				3,972
Long-term debt		3,230		—				3,230
Pension and other benefit liabilities		1,599		—				1,599
Post-retirement medical benefits		335		—				335
Other long-term liabilities		473		(2)		(D)		471
Total Liabilities		9,560		47				9,607
Convertible Preferred Stock		214		—				214
Common stock		221		—				221
Additionalpaid-in capital		3,000		—				3,000
Treasury stock, at cost		(68)		—				(68)
Retained earnings		5,552		432		(F)		5,984
Accumulated other comprehensive loss		(3,850)		193		(F)		(3,657)
Xerox Holdings shareholders’ equity		4,855		625				5,480
Noncontrolling interests		31		(24)		(D)		7
Total Equity		4,886		601				5,487
Total Liabilities and Equity	$	14,660	$	648			$	15,308

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

Xerox Pro Forma Financial Statements

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XEROX HOLDINGS CORPORATION

NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (Unaudited)

The unaudited Pro Forma Condensed Consolidated Statements of Income for the nine months ended September 30, 2019 and for the years ended December 31, 2018, 2017 and 2016 and the unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2019, include the following pro forma adjustments:

(A) Pro forma adjustments reflect the elimination of the equity income of FX and the direct revenues and costs of XIP, including amounts related to the noncontrolling interest, for the respective periods. These adjustments do not include the elimination of any general corporate overhead costs. In addition, these adjustments also do not include any impacts from any potential use of proceeds as no specific uses have been determined at this stage.

(B) Pro forma adjustments to income tax expense reflect the following:

	Nine Months Ended		Year Ended December 30,
	September 30, 2019		2018		2017		2016
XIP(1)	$	(5)	$	(9)	$	(13)	$	(15)
FX Equity Income(2)		—		(21)		7		(18)
Tax Reform Act(3)		(3)		20		(83)		—
Total Adjustment	$	(8)	$	(10)	$	(89)	$	(33)

(1) Represents the estimated income tax impacts associated with the elimination of XIP’spre-tax income, net of noncontrolling interest, at the applicable statutory income tax rates in effect during the periods presented.

(2) Represents the estimated income tax impacts associated with the elimination of dividends received from our equity method investment in FX, including the impact to related foreign tax credits.

(3) This adjustment removes the estimated repatriation tax expense/(benefit) associated with our equity method investment in FX resulting from the enactment of the 2017 Tax Reform Act.

(C) This adjustment reflects the following cash impacts from the Sales:

(in millions)	September 30, 2019
Sales proceeds - FX/XIP	$	2,223
Dividendtrue-ups		18
Transaction costs		(10)
XIP cash balance sold		(1)
Net Cash impact	$	2,230

(D) These adjustments reflect the elimination of Xerox’s investment in FX as well as the assets and liabilities attributable to XIP, including amounts related to noncontrolling interests.

(E) This adjustment reflects the elimination of the Goodwill allocated to our XIP business. Allocated Goodwill was based on the relative fair value of our XIP business, as per the sales price, as compared to the total estimated fair value of Xerox. No Goodwill was allocated to the disposal of our investment in FX based on consideration of the guidance in ASC350-20-40-2 and the fact that an equity investment is not considered a business in accordance with ASC805-10-55, as it is not controlled by Xerox.

Xerox Pro Forma Financial Statements

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(F) These adjustments reflect the estimated netafter-tax gain on sale of approximately $432 million, as follows:

(in millions)	September 30, 2019
Sales proceeds - FX/XIP	$	2,223
Dividendtrue-ups		18
Transaction costs		(10)
Total Proceeds	$	2,231	A
Investment in FX/XIP	$	1,467
XIP Intercompany payable		(37)
AOCL Release(1)		193
Estimated Goodwill allocation(2)		8
Net Investment	$	1,631	B
NetPre-tax gain	$	600	A-B
Income tax on sale(3)		(168)
Netafter-tax gain	$	432

(1) Represents the release of amounts included in Accumulated other comprehensive loss (AOCL) related to our 25% investment in FX. Amounts primarily related to cumulative translation adjustments and defined benefit plans net actuarial losses and prior service credits.

(2) See Note (E) above.

(3) Income tax on sale is a preliminary estimate based on provisional assessments of our tax basis in the FX and XIP investments, and other factors that will impact the tax on the sale of the investments and repatriation of the proceeds. Our provisional assessments of these factors and estimated tax on sale are subject to change.

(G) The following balance sheet accounts were adjusted for the components of the estimated income tax on sale of $168 million per adjustment (F) above:

	September 30, 2019
(in millions)	Increase/(Decrease)		Tax Expense Component
Deferred tax assets	$	(108)	Deferred tax expense
Accrued expenses and other current liabilities		60	Current tax expense

Xerox Pro Forma Financial Statements

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