Xerox Holdings Corp 10-K

Item 8. Financial Statements and Supplementary Data Xerox 2020 Annual Report 65 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Xerox Holdings Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Xerox Holdings Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance Xerox 2020 Annual Report 66 Table of Contents with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Realizability of Deferred Tax Assets As described in Note 20 to the consolidated financial statements, the Company has recorded $ 983 million of deferred tax assets as of December 31, 2020, net of a valuation allowance of $ 396 million. Management records the estimated future tax effects of temporary differences between the tax bases of assets and amounts reported, as well as net operating loss and tax credit carryforwards. Deferred tax assets are assessed for realizability and, where applicable, a valuation allowance is recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. Management applied judgment in assessing the realizability of these deferred tax assets and the need for any valuation allowances, in particular the realizability of US tax credit carryforwards with a limited life. In determining the amount of deferred tax assets that are more-likely-than-not to be realized, management considered historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The principal considerations for our determination that performing procedures relating to the realizability of deferred tax assets is a critical audit matter are the significant judgment by management in assessing the available positive and negative evidence surrounding the realizability of deferred tax assets related to US tax credit carryforwards with a limited life, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating management’s significant assumptions related to projected future taxable income and application of income tax law. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the realizability of deferred tax assets, including controls over projected future taxable income. These procedures also included, among others, evaluating management’s assessment of the realizability of deferred tax assets, including evaluating the assumption relating to projected future taxable income. Evaluating management’s assumption related to projected future taxable income involved evaluating historical profitability as well as other audit evidence related to management’s forecasts. Professionals with specialized skill and knowledge were also used to assist in evaluating management’s application of income tax law and the realizability of deferred tax assets relating to US tax credit carryforwards with a limited life. Goodwill Impairment Assessments As described in Notes 1 and 13 to the consolidated financial statements, the Company has recorded $ 4,071 million of goodwill as of December 31, 2020 for its single reporting unit. Management assesses goodwill for impairment at least annually, during the fourth quarter based on balances as of October 1st, and more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. If the fair value exceeds carrying value, goodwill is not considered impaired. If the carrying value exceeds the fair value, goodwill is considered impaired and management would recognize an impairment loss for the excess. Management performs an assessment of goodwill, utilizing either a qualitative or quantitative impairment test. The qualitative impairment test assesses several factors to determine whether it is more-likely-than-not that the fair value of the Company is less than its carrying value. In a quantitative impairment test, management assesses goodwill by comparing the carrying amount of the entity to its fair value, and the fair value of the entity is determined by using a weighted combination of an Xerox 2020 Annual Report 67 Table of Contents income approach and a market approach. In the second quarter 2020, management determined there was a triggering event requiring an interim quantitative evaluation of goodwill. After completing the interim impairment review, management concluded that goodwill was not impaired in the second quarter 2020. After completing the annual quantitative review in the fourth quarter 2020, management concluded that goodwill was not impaired. As disclosed by management, the income approach is based on the discounted cash flow method that uses the Company’s estimates of forecasted future financial performance including revenues, gross margins, operating expenses, taxes, working capital, and capital asset requirements. Projected cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated market weighted-average cost of capital, as well as any risk unique to the subject cash flows. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments is a critical audit matter are the significant judgment by management in determining the fair value estimate of the reporting unit, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s discounted cash flow method and significant assumptions related to forecasted revenues, gross margins and operating expenses, and the discount rates. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Company’s reporting unit and the controls over the development of the assumptions related to forecasted revenues, gross margins and operating expenses, and the discount rates. These procedures also included, among others, (i) testing management’s process for determining the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow method; (iii) testing the completeness and accuracy of underlying data used in the estimate; and (iv) evaluating reasonableness of the significant assumptions used by management, relating to the forecasted revenues, gross margins and operating expenses, and the discount rates. Evaluating management’s assumptions related to forecasted revenues, gross margins and operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were also used to assist in evaluation of the Company’s discounted cash flow method and the discount rates. /s/ P RICEWATERHOUSE C OOPERS LLP Stamford, Connecticut February 25, 2021 We have served as the Company’s or its predecessor's auditor since 2001. Xerox 2020 Annual Report 68 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholder of Xerox Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Xerox Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also i ncluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over finan ci al reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance Xerox 2020 Annual Report 69 Table of Contents with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Realizability of Deferred Tax Assets As described in Note 20 to the consolidated financial statements, the Company has recorded $ 983 million of deferred tax assets as of December 31, 2020 , net of a valuation allowance of $ 396 million. Management records the estimated future tax effects of temporary differences between the tax bases of assets and amounts reported, as well as net operating loss and tax credit carryforwards. Deferred tax assets are assessed for realizability and, where applicable, a valuation allowance is recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. Management applied judgment in assessing the realizability of these deferred tax assets and the need for any valuation allowances, in particular the realizability of US tax credit carryforwards with a limited life. In determining the amount of deferred tax assets that are more-likely-than-not to be realized, management considered historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The principal considerations for our determination that performing procedures relating to the realizability of deferred tax assets is a critical audit matter are the significant judgment by management in assessing the available positive and negative evidence surrounding the realizability of deferred tax assets related to US tax credit carryforwards with a limited life, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating management’s significant assumptions related to projected future taxable income and application of income tax law. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the realizability of deferred tax assets, including controls over projected future taxable income. These procedures also included, among others, evaluating management’s assessment of the realizability of deferred tax assets, including evaluating the assumption relating to projected future taxable income. Evaluating management’s assumption related to projected future taxable income involved evaluating historical profitability as well as other audit evidence related to management’s forecasts. Professionals with specialized skill and knowledge were also used to assist in evaluating management’s application of income tax law and the realizability of deferred tax assets relating to US tax credit carryforwards with a limited life. Goodwill Impairment Assessments As described in Notes 1 and 13 to the consolidated financial statements, the Company has recorded $ 4,068 million of goodwill as of December 31, 2020 for its single reporting unit. Management assesses goodwill for impairment at least annually, during the fourth quarter based on balances as of October 1st, and more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. If the fair value exceeds carrying value, goodwill is not considered impaired. If the carrying value exceeds the fair value, goodwill is considered impaired and management would recognize an impairment loss for the excess. Management performs an assessment of goodwill, utilizing either a qualitative or quantitative impairment test. The qualitative impairment test assesses several factors to determine whether it is more-likely-than-not that the fair value of the Company is less than its carrying value. In a quantitative impairment test, management assesses goodwill by comparing the carrying amount Xerox 2020 Annual Report 70 Table of Contents of the entity to its fair value, and the fair value of the entity is determined by using a weighted combination of an income approach and a market approach. In the second quarter 2020, management determined there was a triggering event requiring an interim quantitative evaluation of goodwill. After completing the interim impairment review, management concluded that goodwill was not impaired in the second quarter 2020. After completing the annual quantitative review in the fourth quarter 2020, management concluded that goodwill was not impaired. As disclosed by management, the income approach is based on the discounted cash flow method that uses the Company’s estimates of forecasted future financial performance including revenues, gross margins, operating expenses, taxes, working capital, and capital asset requirements. Projected cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated market weighted-average cost of capital, as well as any risk unique to the subject cash flows. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments is a critical audit matter are the significant judgment by management in determining the fair value estimate of the reporting unit, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s discounted cash flow method and significant assumptions related to forecasted revenues, gross margins and operating expenses, and the discount rates. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Company’s reporting unit and the controls over the development of the assumptions related to forecasted revenues, gross margins and operating expenses, and the discount rates. These procedures also included, among others, (i) testing management’s process for determining the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow method; (iii) testing the completeness and accuracy of underlying data used in the estimate; and (iv) evaluating reasonableness of the significant assumptions used by management, relating to the forecasted revenues, gross margins and operating expenses, and the discount rates. Evaluating management’s assumptions related to forecasted revenues, gross margins and operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were also used to assist in evaluation of the Company’s discounted cash flow method and the discount rates. /s/ P RICEWATERHOUSE C OOPERS LLP Stamford, Connecticut February 25, 2021 We have served as the Company’s auditor since 2001. Xerox 2020 Annual Report 71 Table of Contents Xerox Holdings Corporation Reports of Management Management's Responsibility for Financial Statements The management of Xerox Holdings Corporation is responsible for the integrity and objectivity of all information presented in this annual report. The Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes the Consolidated Financial Statements fairly reflect the form and substance of transactions and that the financial statements fairly represent Xerox Holdings Corporation's financial position and results of operations. The Audit Committee of the Xerox Holdings Corporation Board of Directors, which is composed solely of independent directors, meets regularly with the independent auditors, PricewaterhouseCoopers LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent auditors. The independent auditors and internal auditors have free access to the Audit Committee. Management's Report on Internal Control Over Financial Reporting The management of Xerox Holdings Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the rules promulgated under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control - Integrated Framework (2013) ” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the above evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2020. The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein. /s/ G IOVANNI V ISENTIN /s/ X AVIER H EISS /s/ J OSEPH H. M ANCINI , J R . Chief Executive Officer Chief Financial Officer Chief Accounting Officer Xerox 2020 Annual Report 72 Table of Contents Xerox Corporation Reports of Management Management's Responsibility for Financial Statements The management of Xerox Corporation is responsible for the integrity and objectivity of all information presented in this annual report. The Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes the Consolidated Financial Statements fairly reflect the form and substance of transactions and that the financial statements fairly represent Xerox Corporation's financial position and results of operations. The Audit Committee of the Xerox Holdings Corporation Board of Directors, which is composed solely of independent directors, meets regularly with the independent auditors, PricewaterhouseCoopers LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent auditors. The independent auditors and internal auditors have free access to the Audit Committee. Management's Report on Internal Control Over Financial Reporting The management of Xerox Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the rules promulgated under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control - Integrated Framework (2013) ” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the above evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2020. The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein. /s/ G IOVANNI V ISENTIN /s/ X AVIER H EISS /s/ J OSEPH H. M ANCINI , J R . Chief Executive Officer Chief Financial Officer Chief Accounting Officer Xerox 2020 Annual Report 73 Table of Contents Xerox Holdings Corporation Consolidated Statements of Income Year Ended December 31, (in millions, except per-share data) 2020 2019 2018 Revenues Sales $ 2,449 $ 3,227 $ 3,454 Services, maintenance and rentals 4,347 5,595 5,940 Financing 226 244 268 Total Revenues 7,022 9,066 9,662 Costs and Expenses Cost of sales 1,742 2,097 2,188 Cost of services, maintenance and rentals 2,533 3,188 3,473 Cost of financing 121 131 132 Research, development and engineering expenses 311 373 397 Selling, administrative and general expenses 1,851 2,085 2,379 Restructuring and related costs, net 93 229 157 Amortization of intangible assets 56 45 48 Transaction and related costs, net 18 12 68 Other expenses, net 45 84 271 Total Costs and Expenses 6,770 8,244 9,113 Income before Income Taxes and Equity Income 252 822 549 Income tax expense 64 179 247 Equity in net income of unconsolidated affiliates 4 8 8 Income from Continuing Operations 192 651 310 Income from discontinued operations, net of tax — 710 64 Net Income 192 1,361 374 Less: Income from continuing operations attributable to noncontrolling interests — 3 4 Less: Income from discontinued operations attributable to noncontrolling interests — 5 9 Net Income Attributable to Xerox Holdings $ 192 $ 1,353 $ 361 Amounts attributable to Xerox Holdings: Income from continuing operations $ 192 $ 648 $ 306 Income from discontinued operations — 705 55 Net Income Attributable to Xerox Holdings $ 192 $ 1,353 $ 361 Basic Earnings per Share: Continuing operations $ 0.85 $ 2.86 $ 1.17 Discontinued operations — 3.17 0.23 Total Basic Earnings per Share $ 0.85 $ 6.03 $ 1.40 Diluted Earnings per Share: Continuing operations $ 0.84 $ 2.78 $ 1.16 Discontinued operations — 3.02 0.22 Diluted Earnings per Share $ 0.84 $ 5.80 $ 1.38 The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 74 Table of Contents Xerox Holdings Corporation Consolidated Statements of Comprehensive Income Year Ended December 31, (in millions) 2020 2019 2018 Net Income $ 192 $ 1,361 $ 374 Less: Income from continuing operations attributable to noncontrolling interests — 3 4 Less: Income from discontinued operations attributable to noncontrolling interests — 5 9 Net Income Attributable to Xerox Holdings $ 192 $ 1,353 $ 361 Other Comprehensive Income (Loss), Net (1) Translation adjustments, net $ 241 $ 62 $ ( 242 ) Unrealized gains (losses), net 4 ( 6 ) 16 Changes in defined benefit plans, net 69 ( 10 ) 409 Other Comprehensive Income, Net Attributable to Xerox Holdings $ 314 $ 46 $ 183 Comprehensive Income, Net $ 506 $ 1,407 $ 557 Less: Comprehensive income, net from continuing operations attributable to noncontrolling interests — 3 4 Less: Comprehensive income, net from discontinued operations attributable to noncontrolling interests — 5 9 Comprehensive Income, Net Attributable to Xerox Holdings $ 506 $ 1,399 $ 544 _____________ (1) Refer to Note 25 - Other Comprehensive Income (Loss) for gross components of Other Comprehensive Income, reclassification adjustments out of Accumulated Other Comprehensive Loss and related tax effects. . The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 75 Table of Contents Xerox Holdings Corporation Consolidated Balance Sheets December 31, (in millions, except share data in thousands) 2020 2019 Assets Cash and cash equivalents $ 2,625 $ 2,740 Accounts receivable (net of allowance of $ 69 and $ 55 , respectively) (1) 883 1,236 Billed portion of finance receivables (net of allowance of $ 4 and $ 3 , respectively) (1) 99 111 Finance receivables, net 1,082 1,158 Inventories 843 694 Other current assets 251 201 Total current assets 5,783 6,140 Finance receivables due after one year (net of allowance of $ 129 and $ 86 , respectively) (1) 1,984 2,082 Equipment on operating leases, net 296 364 Land, buildings and equipment, net 407 426 Intangible assets, net 237 199 Goodwill 4,071 3,900 Deferred tax assets 508 598 Other long-term assets 1,455 1,338 Total Assets $ 14,741 $ 15,047 Liabilities and Equity Short-term debt and current portion of long-term debt $ 394 $ 1,049 Accounts payable 983 1,053 Accrued compensation and benefits costs 261 349 Accrued expenses and other current liabilities 840 984 Total current liabilities 2,478 3,435 Long-term debt 4,050 3,233 Pension and other benefit liabilities 1,566 1,707 Post-retirement medical benefits 340 352 Other long-term liabilities 497 512 Total Liabilities 8,931 9,239 Commitments and Contingencies (See Note 21) Convertible Preferred Stock 214 214 Common stock 198 215 Additional paid-in capital 2,445 2,782 Treasury stock, at cost — ( 76 ) Retained earnings 6,281 6,312 Accumulated other comprehensive loss ( 3,332 ) ( 3,646 ) Xerox Holdings shareholders’ equity 5,592 5,587 Noncontrolling interests 4 7 Total Equity 5,596 5,594 Total Liabilities and Equity $ 14,741 $ 15,047 Shares of common stock issued 198,386 214,621 Treasury stock — ( 2,031 ) Shares of Common Stock Outstanding 198,386 212,590 _____________ (1) Allowances at December 31, 2020 determined in accordance with ASU 2016-13 adopted effective January 1, 2020. Refer to Notes 1, 7 and 8 for additional information. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 76 Table of Contents Xerox Holdings Corporation Consolidated Statements of Cash Flows Year Ended December 31, (in millions) 2020 2019 2018 Cash Flows from Operating Activities Net income $ 192 $ 1,361 $ 374 Income from discontinued operations, net of tax — ( 710 ) ( 64 ) Income from continuing operations 192 651 310 Adjustments required to reconcile Net income to Cash flows from operating activities Depreciation and amortization 368 430 526 Provisions 147 73 70 Deferred tax expense 34 124 135 Net gain on sales of businesses and assets ( 30 ) ( 21 ) ( 35 ) Stock-based compensation 42 50 57 Restructuring and asset impairment charges 87 127 156 Payments for restructurings ( 81 ) ( 93 ) ( 169 ) Defined benefit pension cost 58 109 175 Contributions to defined benefit pension plans ( 139 ) ( 141 ) ( 144 ) Decrease in accounts receivable and billed portion of finance receivables 369 10 31 (Increase) decrease in inventories ( 134 ) 109 17 Increase in equipment on operating leases ( 118 ) ( 153 ) ( 248 ) Decrease in finance receivables 183 101 166 Decrease (increase) in other current and long-term assets 8 ( 14 ) 29 (Decrease) increase in accounts payable ( 123 ) ( 47 ) 1 Decrease in accrued compensation ( 189 ) ( 94 ) ( 111 ) (Decrease) increase in other current and long-term liabilities ( 165 ) 40 52 Net change in income tax assets and liabilities ( 2 ) ( 34 ) 41 Net change in derivative assets and liabilities 1 11 ( 14 ) Other operating, net 40 6 37 Net cash provided by operating activities of continuing operations 548 1,244 1,082 Net cash provided by operating activities of discontinued operations — 89 58 Net cash provided by operating activities 548 1,333 1,140 Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 74 ) ( 65 ) ( 90 ) Proceeds from sales of businesses and assets 30 21 59 Acquisitions, net of cash acquired ( 203 ) ( 42 ) — Other investing, net 1 1 2 Net cash used in investing activities of continuing operations ( 246 ) ( 85 ) ( 29 ) Net cash provided by investing activities of discontinued operations — 2,233 — Net cash (used in) provided by investing activities ( 246 ) 2,148 ( 29 ) Cash Flows from Financing Activities Net payments on short-term debt — — ( 5 ) Proceeds from issuance of long-term debt 2,359 10 9 Payments on long-term debt ( 2,226 ) ( 960 ) ( 311 ) Dividends ( 230 ) ( 243 ) ( 269 ) Payments to acquire treasury stock, including fees ( 300 ) ( 600 ) ( 700 ) Other financing, net ( 19 ) ( 41 ) ( 25 ) Net cash used in financing activities ( 416 ) ( 1,834 ) ( 1,301 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 10 — ( 30 ) (Decrease) increase in cash, cash equivalents and restricted cash ( 104 ) 1,647 ( 220 ) Cash, cash equivalents and restricted cash at beginning of year 2,795 1,148 1,368 Cash, Cash Equivalents and Restricted Cash at End of Year (1) $ 2,691 $ 2,795 $ 1,148 _____________ (1) Balance at December 31, 2018 includes $ 3 associated with discontinued operations. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 77 Table of Contents Xerox Holdings Corporation Consolidated Statements of Shareholders' Equity (in millions) Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings AOCL (1) Xerox Holdings Shareholders’ Equity Non- controlling Interests Total Equity Balance at December 31, 2017 $ 255 $ 3,893 $ — $ 4,856 $ ( 3,748 ) $ 5,256 $ 37 $ 5,293 Cumulative effect of change in accounting principles (2) — — — 120 — 120 — 120 Comprehensive income, net — — — 361 183 544 13 557 Cash dividends declared-common (3) — — — ( 251 ) — ( 251 ) — ( 251 ) Cash dividends declared - preferred (4) — — — ( 14 ) — ( 14 ) — ( 14 ) Stock option and incentive plans, net 1 49 — — — 50 — 50 Payments to acquire treasury stock, including fees — — ( 700 ) — — ( 700 ) — ( 700 ) Cancellation of treasury stock ( 24 ) ( 621 ) 645 — — — — — Distributions to noncontrolling interests — — — — — — ( 16 ) ( 16 ) Balance at December 31, 2018 $ 232 $ 3,321 $ ( 55 ) $ 5,072 $ ( 3,565 ) $ 5,005 $ 34 $ 5,039 Cumulative effect of change in accounting principle (5) — — — 127 ( 127 ) — — — Comprehensive income, net — — — 1,353 46 1,399 8 1,407 Cash dividends declared-common (3) — — — ( 226 ) — ( 226 ) — ( 226 ) Cash dividends declared - preferred (4) — — — ( 14 ) — ( 14 ) — ( 14 ) Stock option and incentive plans, net 1 22 — — — 23 — 23 Payments to acquire treasury stock, including fees — — ( 600 ) — — ( 600 ) — ( 600 ) Cancellation of treasury stock ( 18 ) ( 561 ) 579 — — — — — Distributions to noncontrolling interests — — — — — — ( 3 ) ( 3 ) Divestiture (6) — — — — — — ( 32 ) ( 32 ) Balance at December 31, 2019 $ 215 $ 2,782 $ ( 76 ) $ 6,312 $ ( 3,646 ) $ 5,587 $ 7 $ 5,594 Comprehensive income, net — — — 192 314 506 — 506 Cash dividends declared-common (3) — — — ( 209 ) — ( 209 ) — ( 209 ) Cash dividends declared - preferred (4) — — — ( 14 ) — ( 14 ) — ( 14 ) Stock option and incentive plans, net 1 21 — — — 22 — 22 Payments to acquire treasury stock, including fees — — ( 300 ) — — ( 300 ) — ( 300 ) Cancellation of treasury stock ( 18 ) ( 358 ) 376 — — — — — Distributions to noncontrolling interests — — — — — — ( 3 ) ( 3 ) Balance at December 31, 2020 $ 198 $ 2,445 $ — $ 6,281 $ ( 3,332 ) $ 5,592 $ 4 $ 5,596 _____________ (1) AOCL - Accumulated other comprehensive loss. (2) Includes $ 117 related to the adoption of the Revenue Recognition Standard ASU 2014-09 - Revenue from Contracts with Customers (ASC Topic 606), see Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, and $3 related to our share of Fuji Xerox's adoption of ASU 2016-01 - Financial Instruments - Classification and Measurement. (3) Cash dividends declared on common stock for 2020, 2019 and 2018 were $ 0.25 per share on a quarterly basis and $ 1.00 per share on an annual basis. (4) Cash dividends declared on preferred stock for 2020, 2019 and 2018 were $ 20 per share on a quarterly basis and $ 80 per share on an annual basis. (5) Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies - Income Taxes for additional information related to the adoption of ASU 2018-02. (6) Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies and Note 6 - Divestitures for additional information regarding divestitures. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 78 Table of Contents Xerox Corporation Consolidated Statements of Income Year Ended December 31, (in millions) 2020 2019 2018 Revenues Sales $ 2,449 $ 3,227 $ 3,454 Services, maintenance and rentals 4,347 5,595 5,940 Financing 226 244 268 Total Revenues 7,022 9,066 9,662 Costs and Expenses Cost of sales 1,742 2,097 2,188 Cost of services, maintenance and rentals 2,533 3,188 3,473 Cost of financing 121 131 132 Research, development and engineering expenses 311 373 397 Selling, administrative and general expenses 1,850 2,085 2,379 Restructuring and related costs, net 93 229 157 Amortization of intangible assets 56 45 48 Transaction and related costs, net 18 12 68 Other expenses, net 45 84 271 Total Costs and Expenses 6,769 8,244 9,113 Income before Income Taxes and Equity Income 253 822 549 Income tax expense 64 179 247 Equity in net income of unconsolidated affiliates 4 8 8 Income from Continuing Operations 193 651 310 Income from discontinued operations, net of tax — 710 64 Net Income 193 1,361 374 Less: Income from continuing operations attributable to noncontrolling interests — 3 4 Less: Income from discontinued operations attributable to noncontrolling interests — 5 9 Net Income Attributable to Xerox $ 193 $ 1,353 $ 361 Amounts attributable to Xerox: Income from continuing operations $ 193 $ 648 $ 306 Income from discontinued operations — 705 55 Net Income Attributable to Xerox $ 193 $ 1,353 $ 361 The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 79 Table of Contents Xerox Corporation Consolidated Statements of Comprehensive Income Year Ended December 31, (in millions) 2020 2019 2018 Net Income $ 193 $ 1,361 $ 374 Less: Income from continuing operations attributable to noncontrolling interests — 3 4 Less: Income from discontinued operations attributable to noncontrolling interests — 5 9 Net Income Attributable to Xerox $ 193 $ 1,353 $ 361 Other Comprehensive Income (Loss), Net (1) Translation adjustments, net $ 241 $ 62 $ ( 242 ) Unrealized gains (losses), net 4 ( 6 ) 16 Changes in defined benefit plans, net 69 ( 10 ) 409 Other Comprehensive Income, Net Attributable to Xerox $ 314 $ 46 $ 183 Comprehensive Income, Net $ 507 $ 1,407 $ 557 Less: Comprehensive income, net from continuing operations attributable to noncontrolling interests — 3 4 Less: Comprehensive income, net from discontinued operations attributable to noncontrolling interests — 5 9 Comprehensive Income, Net Attributable to Xerox $ 507 $ 1,399 $ 544 _____________ (1) Refer to Note 25 - Other Comprehensive Income (Loss) for gross components of Other Comprehensive Income, reclassification adjustments out of Accumulated Other Comprehensive Loss and related tax effects. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 80 Table of Contents Xerox Corporation Consolidated Balance Sheets December 31, (in millions) 2020 2019 Assets Cash and cash equivalents $ 2,625 $ 2,740 Accounts receivable (net of allowance of $ 69 and $ 55 , respectively) (1) 883 1,236 Billed portion of finance receivables (net of allowance of $ 4 and $ 3 , respectively) (1) 99 111 Finance receivables, net 1,082 1,158 Inventories 843 694 Other current assets 251 201 Total current assets 5,783 6,140 Finance receivables due after one year (net of allowance of $ 129 and $ 86 , respectively) (1) 1,984 2,082 Equipment on operating leases, net 296 364 Land, buildings and equipment, net 407 426 Intangible assets, net 229 199 Goodwill 4,068 3,900 Deferred tax assets 508 598 Other long-term assets 1,455 1,338 Total Assets $ 14,730 $ 15,047 Liabilities and Equity Short-term debt and current portion of long-term debt $ 394 $ 1,049 Accounts payable 983 1,053 Accrued compensation and benefits costs 261 349 Accrued expenses and other current liabilities 750 918 Total current liabilities 2,388 3,369 Long-term debt 2,557 3,233 Pension and other benefit liabilities 1,566 1,707 Post-retirement medical benefits 340 352 Other long-term liabilities 494 512 Total Liabilities 7,345 9,173 Commitments and Contingencies (See Note 21) Additional paid-in capital 4,879 3,266 Retained earnings 5,834 6,247 Accumulated other comprehensive loss ( 3,332 ) ( 3,646 ) Xerox shareholder's equity 7,381 5,867 Noncontrolling interests 4 7 Total Equity 7,385 5,874 Total Liabilities and Equity $ 14,730 $ 15,047 _____________ (1) Allowances at December 31, 2020 determined in accordance with ASU 2016-13 adopted effective January 1, 2020. Refer to Notes 1, 7 and 8 for additional information. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 81 Table of Contents Xerox Corporation Consolidated Statements of Cash Flows Year Ended December 31, (in millions) 2020 2019 2018 Cash Flows from Operating Activities Net income $ 193 $ 1,361 $ 374 Income from discontinued operations, net of tax — ( 710 ) ( 64 ) Income from continuing operations 193 651 310 Adjustments required to reconcile Net income to Cash flows from operating activities Depreciation and amortization 368 430 526 Provisions 147 73 70 Deferred tax expense 34 124 135 Net gain on sales of businesses and assets ( 30 ) ( 21 ) ( 35 ) Stock-based compensation 42 50 57 Restructuring and asset impairment charges 87 127 156 Payments for restructurings ( 81 ) ( 93 ) ( 169 ) Defined benefit pension cost 58 109 175 Contributions to defined benefit pension plans ( 139 ) ( 141 ) ( 144 ) Decrease in accounts receivable and billed portion of finance receivables 369 10 31 (Increase) decrease in inventories ( 134 ) 109 17 Increase in equipment on operating leases ( 118 ) ( 153 ) ( 248 ) Decrease in finance receivables 183 101 166 Decrease (increase) in other current and long-term assets 8 ( 14 ) 29 (Decrease) increase in accounts payable ( 123 ) ( 47 ) 1 Decrease in accrued compensation ( 189 ) ( 94 ) ( 111 ) (Decrease) increase in other current and long-term liabilities ( 166 ) 40 52 Net change in income tax assets and liabilities ( 2 ) ( 34 ) 41 Net change in derivative assets and liabilities 1 11 ( 14 ) Other operating, net 40 6 37 Net cash provided by operating activities of continuing operations 548 1,244 1,082 Net cash provided by operating activities of discontinued operations — 89 58 Net cash provided by operating activities 548 1,333 1,140 Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 74 ) ( 65 ) ( 90 ) Proceeds from sales of businesses and assets 30 21 59 Acquisitions, net of cash acquired ( 194 ) ( 42 ) — Other investing, net 1 1 2 Net cash used in investing activities of continuing operations ( 237 ) ( 85 ) ( 29 ) Net cash provided by investing activities of discontinued operations — 2,233 — Net cash (used in) provided by investing activities ( 237 ) 2,148 ( 29 ) Cash Flows from Financing Activities Net payments on short-term debt — — ( 5 ) Proceeds from issuance of long-term debt 852 10 9 Payments on long-term debt ( 2,213 ) ( 960 ) ( 311 ) Dividends — ( 181 ) ( 269 ) Payments to acquire treasury stock, including fees — ( 300 ) ( 700 ) Contributions from parent 1,494 — — Distributions to parent ( 558 ) ( 373 ) — Other financing, net — ( 30 ) ( 25 ) Net cash used in financing activities ( 425 ) ( 1,834 ) ( 1,301 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 10 — ( 30 ) (Decrease) increase in cash, cash equivalents and restricted cash ( 104 ) 1,647 ( 220 ) Cash, cash equivalents and restricted cash at beginning of year 2,795 1,148 1,368 Cash, Cash Equivalents and Restricted Cash at End of Year (1) $ 2,691 $ 2,795 $ 1,148 _____________ (1) Balance at December 31, 2018 includes $ 3 associated with discontinued operations. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 82 Table of Contents Xerox Corporation Consolidated Statements of Shareholders' Equity (in millions) Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings AOCL (1) Xerox Shareholders’ Equity Non- controlling Interests Total Equity Balance at December 31, 2017 $ 255 $ 3,893 $ — $ 4,856 $ ( 3,748 ) $ 5,256 $ 37 $ 5,293 Cumulative effect of change in accounting principles (2) — — — 120 — 120 — 120 Comprehensive income, net — — — 361 183 544 13 557 Cash dividends declared-common — — — ( 251 ) — ( 251 ) — ( 251 ) Cash dividends declared-preferred — — — ( 14 ) — ( 14 ) — ( 14 ) Stock option and incentive plans, net 1 49 — — — 50 — 50 Payments to acquire treasury stock, including fees — — ( 700 ) — — ( 700 ) — ( 700 ) Cancellation of treasury stock ( 24 ) ( 621 ) 645 — — — — — Distributions to noncontrolling interests — — — — — — ( 16 ) ( 16 ) Balance at December 31, 2018 $ 232 $ 3,321 $ ( 55 ) $ 5,072 $ ( 3,565 ) $ 5,005 $ 34 $ 5,039 Cumulative effect of change in accounting principle (3) — — — 127 ( 127 ) — — — Comprehensive income, net — — — 1,353 46 1,399 8 1,407 Cash dividends declared-common — — — ( 115 ) — ( 115 ) — ( 115 ) Cash dividends declared-preferred — — — ( 7 ) — ( 7 ) — ( 7 ) Dividends declared to parent — — — ( 183 ) — ( 183 ) — ( 183 ) Transfers to parent — ( 175 ) — — — ( 175 ) — ( 175 ) Stock option and incentive plans, net — 18 — — — 18 — 18 Payments to acquire treasury stock, including fees — — ( 300 ) — — ( 300 ) — ( 300 ) Cancellation of treasury stock ( 11 ) ( 344 ) 355 — — — — — Distributions to noncontrolling interests — — — — — — ( 3 ) ( 3 ) Reorganization ( 221 ) 446 — — — 225 — 225 Divestiture (4) — — — — — — ( 32 ) ( 32 ) Balance at December 31, 2019 $ — $ 3,266 $ — $ 6,247 $ ( 3,646 ) $ 5,867 $ 7 $ 5,874 Comprehensive income, net — — — 193 314 507 — 507 Dividends declared to parent — — — ( 606 ) — ( 606 ) — ( 606 ) Capital contributions from parent (5) — 1,494 — — — 1,494 — 1,494 Transfers from parent — 119 — — — 119 — 119 Distributions to noncontrolling interests — — — — — — ( 3 ) ( 3 ) Balance at December 31, 2020 $ — $ 4,879 $ — $ 5,834 $ ( 3,332 ) $ 7,381 $ 4 $ 7,385 _____________ (1) AOCL - Accumulated other comprehensive loss. (2) Includes $ 117 related to the adoption of the Revenue Recognition Standard ASU 2014-09 - Revenue from Contracts with Customers (ASC Topic 606), see Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, and $3 related to our share of Fuji Xerox's adoption of ASU 2016-01 - Financial Instruments - Classification and Measurement. (3) Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies - Income Taxes for additional information related to the adoption of ASU 2018-02. (4) Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies and Note 6 - Divestitures for additional information regarding divestitures. (5) Primarily represents the contribution by Xerox Holdings Corporation of aggregate net debt proceeds received from its Senior Notes offerings in the third quarter of 2020 to Xerox Corporation. Refer to Note 16 - Debt for additional information regarding the Senior Notes offerings. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2020 Annual Report 83 Table of Contents Xerox Holdings Corporation Xerox Corporation Notes to Consolidated Financial Statements (in millions, except per-share data and where otherwise noted) Note 1 – Basis of Presentation and Summary of Significant Accounting Policies 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,” 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. The accompanying Consolidated Financial Statements and footnotes represent the respective consolidated results and financial results of Xerox Holdings and Xerox and all respective subsidiaries 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 Consolidated Financial Statements for each registrant. The accompanying Consolidated Financial Statements of both Xerox Holdings and Xerox have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Notes to the Consolidated Financial Statements reflect the activity for both Xerox Holdings and Xerox for all periods presented, unless otherwise noted. Description of Business Currently, Xerox Holdings' primary direct operating subsidiary is Xerox and Xerox represents nearly all of Xerox Holdings' operations. Xerox is a global enterprise for document management solutions. We provide advanced document technology, services, software and genuine Xerox supplies for a range of customers including small and mid-size businesses, large enterprises, governments and graphic communications providers, and for our partners who serve them. We operate in approximately 160 countries worldwide. Xerox Holdings' other direct operating subsidiary is CareAR, a small SaaS solutions provider, which was acquired for $ 9 in 2020. Basis of Consolidation All significant intercompany accounts and transactions have been eliminated. Investments in business entities in which we do not have control, but we have the ability to exercise significant influence over operating and financial policies (generally 20 % to 50 % ownership) are accounted for using the equity method of accounting. Operating results of acquired businesses are included in the Consolidated Statements of Income from the date of acquisition. We consolidate variable interest entities if we are deemed to be the primary beneficiary of the entity. Operating results for variable interest entities in which we are determined to be the primary beneficiary are included in the Consolidated Statements of Income from the date such determination is made. For convenience and ease of reference, we refer to the financial statement caption “Income before Income Taxes and Equity Income” as “pre-tax income” throughout the Notes to the Consolidated Financial Statements. Discontinued Operations In November 2019, Xerox Holdings completed a series of transactions to restructure its relationship with FUJIFILM Holdings Corporation (FH), including the sale of its indirect 25 % equity interest in Fuji Xerox (FX) as well as the sale of its indirect 51 % partnership interest in Xerox International Partners (XIP) (collectively the Sales). As a result of the Sales of FX and XIP and the related strategic shift in our business the historical financial results of our equity method investment in FX and our XIP business (which was consolidated) for the periods prior to the Sales are reflected as a discontinued operation and as such, their impact is excluded from continuing operations for all periods presented. The accompanying Notes to the Consolidated Financial Statements have all been revised to reflect the effect of the Sales and all prior year balances have been revised accordingly to reflect continuing operations only. The historical statements of Comprehensive Income and Shareholders' Equity have not been revised to reflect the Sales and instead reflect the Sales as an adjustment to the balances at December 31, 2019. Refer to Note 6 - Divestitures for additional information regarding discontinued operations. Xerox 2020 Annual Report 84 Table of Contents Prior Period Adjustments In 2018, we determined that the Projected Benefit Obligation (PBO) for our U.K. funded pension plan at December 31, 2017 was overstated by approximately GBP 40 million (approximately USD $ 53 or $ 43 after-tax). The error was the result of the plan administrator under-reporting benefit payments. The correction of the PBO was recorded as an out-of-period adjustment in 2018 with the offset to the balance sheet recorded as a credit to Changes in defined benefit plans, net in Other comprehensive income for the period. We assessed the impact of this error and concluded that it was not material to the financial statements previously issued for any interim or annual period and the correction was not material to the annual financial statements for 2018. Use of Estimates The preparation of our Consolidated Financial Statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our Consolidated Financial Statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Our estimates are based on management's best available information including current events, historical experience, actions that the company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. In the ordinary course of accounting for the items discussed above, we make changes in estimates as appropriate and as we become aware of new or revised circumstances surrounding those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Consolidated Financial Statements and in Management's Discussion and Analysis of Financial Condition and Results of Operations. As of December 31, 2020, the impact of the COVID-19 pandemic continues to unfold. As a result, many of our estimates and assumptions have required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future. New Accounting Standards and Accounting Changes Except for the Accounting Standard Updates (ASUs) discussed below, the new ASUs issued by the FASB during the last two years did not have any significant impact on the Company. Accounting Standard Updates to be Adopted: Debt In August 2020, the FASB issued ASU 2020-06 , Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. This update is effective for our fiscal year beginning January 1, 2022. We are currently evaluating the impact of the adoption of this standard on the Consolidated Financial Statements and related disclosures. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848), 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. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. There has been no impact to date as a result of ASU 2020-04 and subsequent amendments 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. Xerox 2020 Annual Report 85 Table of Contents Income Taxes In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which was intended to simplify various aspects related to accounting for income taxes . ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This update is effective for our fiscal year beginning January 1, 2021. Although we continue to evaluate the effects of this update on our Consolidated Financial Statements, at this stage we do not expect the adoption to have a material impact on our results of operations, financial position, cash flows or disclosures. Accounting Standard Updates Recently Adopted: Leases In April 2020, the FASB staff issued a question and answer (Q&A) document on the application of lease accounting guidance related to lease concessions provided as a result of the economic disruption caused by the COVID-19 pandemic (Topic 842 Q&A). Topic 842 Q&A provides interpretive guidance allowing companies the option to account for lease concessions related to the COVID-19 pandemic consistent with how those concessions would be accounted for under ASU 2016-02, Leases (Topic 842), discussed below, as though enforceable rights and obligations for those concessions existed at the beginning of the contract (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). This interpretive guidance was issued in order to reduce the costs and complexities of applying lease modification accounting under Topic 842 to leases impacted by the effects of the COVID-19 pandemic. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. We have elected to apply the interpretive guidance provided in Topic 842 Q&A to rent concessions related to the COVID-19 pandemic provided as a Lessor to our customers and as received as a Lessee. Through September 30, 2020 we provided rent deferrals as a Lessor that were primarily offered to customers with sales type lease receivables. This special program was discontinued in the fourth quarter. We elected to account for the deferrals in the timing of lease payments as if there were no changes in the lease contracts. Under this approach, assuming that collectibility of future lease payments is still probable, the classification of the leases is not updated and we retain the balance of the deferral as a receivable and will settle that receivable at the revised payment date or dates. Through September 30, 2020, we approved payment deferrals of up to 3 months for approximately $ 33 or approximately 1 % of our total finance receivable portfolio. Rent abatements to the extent provided were not material and were accounted for as write-offs as part of our normal bad debt reserve assessment. With respect to rent deferrals and abatements received as a Lessee, we elected to account for the deferrals and abatements as a resolution of a contingency within the lease. Under this approach, we follow the resolution of a contingency model in ASC 842 without reclassifying the lease or updating the discount rate. We remeasure the remaining consideration in the contract, reallocate it to the lease and non-lease components as applicable, and remeasure the lease liability with an adjustment to the right-of-use asset for the same amount. If the total lease payments remain exactly the same, the lease cost remains unchanged. The impact of this election was not material to our financial condition, results of operations or cash flows, as no rent concessions provided to Xerox in 2020 were material, individually or in the aggregate. On January 1, 2019, we adopted ASU 2016-02 , Leases (ASC Topic 842). This update, as well as additional amendments and targeted improvements issued in 2018 and early 2019, supersedes existing lease accounting guidance found under ASC 840, Leases (ASC 840) and requires the recognition of right-to-use assets and lease obligations by lessees for those leases originally classified as operating leases under prior lease guidance. Effective with the adoption, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition. Short-term leases with a term of 12 months or less are not required to be recognized. The update also requires qualitative and quantitative disclosure of key information regarding the amount, timing and uncertainty of cash flows arising from leasing arrangements to increase transparency and comparability among companies. The accounting for lessors does not fundamentally change with this update except for changes to conform and align guidance to the lessee guidance, as well as to the revenue recognition guidance in ASU 2014-09. Some of these conforming changes, such as those related to the definition of lease term and minimum lease payments, resulted in certain lease arrangements, that would have been previously accounted for as operating leases, to be classified and accounted for as sales-type leases with a corresponding up-front recognition of equipment sales revenue. Upon adoption, we applied the transition option, whereby prior comparative periods are not retrospectively presented in the Consolidated Financial Statements. We also elected the package of practical expedients not to Xerox 2020 Annual Report 86 Table of Contents reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee practical expedient to combine lease and non-lease components for certain asset classes (real estate lease arrangements for offices and warehouses). Additionally, we made a policy election to not recognize right-of-use assets and lease liabilities for short-term leases for all asset classes. We elected the package of practical expedients from both the Lessee and Lessor prospective, to the extent applicable. Lessee accounting - the adoption of this update resulted in an increase to assets and related liabilities of approximately $ 385 (approximately $ 440 undiscounted) primarily related to leases of facilities. Refer to Note 11 - Lessee for additional information related to our lessee accounting. Lessor accounting - the adoption of this update resulted in an increase to equipment sales by approximately $ 30 in 2019 as compared to 2018. Refer to Note 4 - Lessor for additional information related to our lessor accounting. Financial Instruments - Credit Losses On January 1, 2020, we adopted ASU 2016-13 , Financial Instruments Credit Losses - Measurement of Credit Losses on Financial Instruments. This update was issued by the FASB in June 2016, with additional updates and amendments being issued in 2018, 2019 and 2020 and requires measurement and recognition of expected credit losses for financial assets on an expected loss model rather than an incurred loss model. The update impacted financial assets including net investment in leases that are not accounted for at fair value through Net Income. The adoption of ASU 2016-13 primarily impacted the estimation of our Allowance for doubtful accounts for Accounts Receivable and Finance Receivables. The impact recorded on our initial adoption of ASU 2016-13 was not material as our previous methodology for assessing the adequacy of our Allowance for doubtful accounts for Finance Receivables, the larger component of our receivable reserves, incorporated an expected loss model and the methodology for both allowances included an assessment of current economic conditions. However, as previously disclosed, the future impact from this update is highly dependent on future economic conditions. Refer to Note 7 - Accounts Receivable, Net and Note 8 - Finance Receivables, Net for additional discussion regarding the impacts from the adoption of this update during the first quarter 2020. Intangibles - Internal-Use Software On January 1, 2020, we adopted ASU 2018-15 , Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This update was issued by the FASB in August 2018 and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The update provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The capitalized implementation costs are required to be expensed over the term of the hosting arrangement. The update also clarifies the presentation requirements for reporting such costs in the entity’s financial statements. The adoption of ASU 2018-15 did not have a material impact on our financial condition, results of operations or cash flows as we had previously capitalized these implementation costs and such amounts were not material. Income Taxes In February 2018, the FASB issued ASU 2018-02 , Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . We adopted ASU 2018-02 effective for our fiscal year beginning January 1, 2019 and upon adoption reclassified $ 127 from Accumulated other comprehensive loss (AOCL) to Retained earnings related to the stranded tax effects resulting from the Tax Cuts and Jobs Act (Tax Act) enacted in December 2017. The reclassification was primarily related to the stranded tax effects associated with amounts in AOCL from our retirement-related benefit plans. Accordingly, the adoption of this update eliminated the stranded tax effects resulting from the Tax Act. However, because the update only relates to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in Income from continuing operations is not affected. Revenue Recognition On January 1, 2018, we adopted ASU 2014-09 , Revenue from Contracts with Customers (ASC Topic 606), which superseded nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASC Topic 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC Topic 606 defines a five-step process to recognize revenue and requires more judgment and estimates within the revenue recognition process than required under previous U.S. GAAP, including identifying performance obligations in the contract, estimating Xerox 2020 Annual Report 87 Table of Contents the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. We adopted this standard using the modified retrospective method of adoption and therefore we did not revise periods prior to adoption (e.g. 2017). Under ASC Topic 606, based on the nature of our contracts and consistent with prior practice, we recognize revenue upon invoicing the customer for the large majority of our revenue. Additionally, the unit of accounting, that is, the identification of performance obligations, is consistent with prior revenue recognition practice. Accordingly, the adoption of this standard did not have a material impact on the large majority of our revenues. A significant portion of our Equipment sales are either recorded as sales-type leases or through direct sales to distributors and resellers and these revenue streams are not impacted by the adoption of ASC Topic 606. The only change of significance identified in our adoption involves a change in the classification of certain revenues that were previously reported in Services revenues. These revenues relate to certain analyst services performed in connection with the installation of equipment that are being considered part of the equipment sale performance obligation effective beginning January 1, 2018. Accordingly, these revenues are now reported as part of Sales. Another change identified upon adoption was with respect to deferred contract costs, which include incremental costs of obtaining a contract and costs to fulfill a contract. Deferred contract costs had been minimal under our prior practices as most costs to obtain a contract and fulfill a contract were expensed as incurred. However, as a result of the contract cost guidance included in ASC Topic 606 and ASC Topic 340-40 " Contracts with Customers ", upon adoption on January 1, 2018, we recorded a transition asset of $ 153 , and a net of tax increase of $ 117 to Retained earnings, related to the incremental cost to obtain contracts. Substantially all of this adjustment is related to the deferral of sales commissions paid to sales people and agents in connection with the placement of equipment with post sale service arrangements. The impact to the Statement of Income from this change is not material. Other Updates The FASB also issued the following Accounting Standards Updates, which have not had, and 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 2020-01 , Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . This update is effective for our fiscal year beginning January 1, 2021. • Compensation - Stock Compensation and Revenue from Contracts with Customers: ASU 2019-08 , (Topic 718) and (Topic 606) Codification Improvements - Share-Based Consideration Payable to a Customer. This update was effective for our fiscal year beginning January 1, 2020. • Collaborative Arrangements: ASU 2018-18 , (Topic 808) Clarifying the Interaction between Topic 808 and Topic 606. This update was effective for our fiscal year beginning January 1, 2020. • Compensation - Retirement Benefits - Defined Benefit Plans - General: ASU 2018-14 , (Topic 715-20) Changes to the Disclosure Requirements for Defined Benefit Plans. We elected to early adopt this update effective for our fiscal year ended December 31, 2019. Refer to Note 19 - Employee Benefit Plans for changes in the disclosures for our Defined Benefit Plans. • Fair Value Measurement: ASU 2018-13 , (Topic 820) Disclosure Framework. This update was effective for our fiscal year beginning January 1, 2020. Summary of Accounting Policies Revenue Recognition We generate revenue through the sale of equipment, supplies and maintenance and printing services. Revenue is measured based on consideration specified in a contract with a customer and is recognized when we satisfy a performance obligation by transferring control of a product to a customer or in the period the customer benefits from the service. With the exception of our sales-type lease arrangements, our invoices to the customer, which normally have short-term payment terms, are typically aligned to the transfer of goods or as services are rendered to our customers and therefore in most cases we recognize revenue based on our right to invoice customers. As a result of the application of this practical expedient for the substantial portion of our revenue, the disclosure of the value of unsatisfied performance obligations for our services is not required. Significant judgments primarily include the identification of performance obligations in our Document management services arrangements as well the pattern of delivery for those services. Xerox 2020 Annual Report 88 Table of Contents More specifically, revenue related to our products and services is generally recognized as follows: Equipment: Revenues from the sale of equipment directly to end customers, including those from sales-type leases (see below), are recognized when obligations under the terms of a contract with our customer are satisfied and control has been transferred to the customer. For equipment placements that require us to install the product at the customer location, revenue is normally recognized when the equipment has been delivered and installed at the customer location. Sales of customer installable products are recognized upon shipment or receipt by the customer according to the customer's shipping terms. Revenue from the equipment performance obligation also includes certain analyst training services performed in connection with the installation or delivery of the equipment . Maintenance services: We provide maintenance agreements on our equipment that include service and supplies for which the customer may pay a base minimum plus a price-per-page charge for usage. In arrangements that include minimums, those minimums are normally set below the customer’s estimated page volumes and are not considered substantive. These agreements are sold as part of a bundled lease arrangement or through distributors and resellers. We normally account for these maintenance agreements as a single performance obligation for printing services being delivered in a series with delivery being measured by usage as billed to the customer. Accordingly, revenue on these agreements are normally recognized as billed to the customer over the term of the agreements based on page volumes. A substantial portion of our products are sold with full service maintenance agreements, accordingly, other than the product warranty obligations associated with certain of our entry level products, we do not have any significant warranty obligations, including any obligations under customer satisfaction programs. Document management services: Revenues associated with our document management services are generally recognized as printing services are rendered, which is generally on the basis of the number of images produced. Revenues on unit-price contracts are recognized at the contractual selling prices as work is completed by the customer. We account for these arrangements as a single performance obligation for printing services being delivered in a series with delivery being measured by usage as billed to the customer . Our services contracts may also include the sale or lease of equipment and software. In these instances, we follow the policies noted for Equipment or Software Revenues and separately report the revenue associated with these performance obligations. Certain document management services arrangements may also include an embedded lease of equipment. In these instances, the revenues associated with the lease are recognized in accordance with the requirements for lease accounting. Sales to distributors and resellers: We utilize distributors and resellers to sell our equipment, supplies and maintenance services to end-user customers. We refer to our distributor and reseller network as our two-tier distribution model. Revenues on sales to distributors and resellers are generally recognized when products are shipped to such distributors and resellers. However, revenue is only recognized when the distributor or reseller has economic substance apart from the Company such that collectability is probable and we have no further obligations related to bringing about the resale, delivery or installation of the product that would impact transfer of control. Revenues associated with maintenance agreements sold through distributors and resellers to end customers are recognized in a consistent manner for maintenance services. Revenue that may be subject to a reversal of revenue due to contractual terms or uncertainties is not recorded as revenue until the contractual provisions lapse or the uncertainties are resolved. Distributors and resellers participate in various rebate, price-protection, cooperative marketing and other programs. We estimate the variable consideration associated with these programs and record those amounts as a reduction to revenue when the sales occur. Similarly, we account for our estimates of sales returns and other allowances when the sales occur based on our historical experience. In certain instances, we may provide lease financing to end-user customers who purchased equipment we sold to distributors or resellers. We are not obligated to provide financing and we compete with other third-party leasing companies with respect to the lease financing provided to these end-user customers. Software: Most of our equipment has both software and non-software components that function together to deliver the equipment's essential functionality and therefore they are accounted for together as part of Equipment sales revenues. Software accessories sold in connection with our Equipment sales, as well as free-standing software sales, are accounted for as separate performance obligations if determined to be material in relation to the overall arrangement. Revenue from software is not a significant component of our Total revenues. Supplies: Supplies revenue is recognized upon transfer of control to the customer, generally upon utilization or shipment to the customer in accordance with the sales contract terms. Xerox 2020 Annual Report 89 Table of Contents Financing: Finance income attributable to sales-type leases, direct financing leases and installment loans is recognized on the accrual basis using the effective interest method. Bundled Lease Arrangements: A significant portion of our direct sales of equipment to end customers are made through bundled lease arrangements that typically include equipment, maintenance and financing components for which the customer pays a single negotiated fixed minimum monthly payment for all elements over the contractual lease term. These arrangements also typically include an incremental, variable component for page volumes in excess of contractual page volume minimums, which are often expressed in terms of price-per-page. The fixed minimum monthly payments are multiplied by the number of months in the contract term to arrive at the total fixed minimum payments that the customer is obligated to make (fixed payments) over the lease term. In applying our lease accounting methodology, we only consider the fixed payments for purposes of allocating to the relative fair value elements of the contract. Revenues under bundled arrangements are allocated considering the relative standalone selling prices of the lease and non-lease deliverables included in the bundled arrangement. Lease deliverables include the equipment, financing, maintenance and other executory costs, while non-lease deliverables generally consist of the supplies and non-maintenance services. The allocation for the lease deliverables begins by allocating revenues to the maintenance and other executory costs plus a profit thereon. These elements are generally recognized over the term of the lease as service revenue. The remaining amounts are allocated to the equipment and financing elements, which are subjected to the accounting estimates noted below under “Leases”. Leases: The two primary lease accounting provisions we assess for the classification of transactions as sales-type or operating leases are: (1) a review of the lease term to determine if it is equal to or greater than 75% of the economic life of the equipment and (2) a review of the present value of the minimum lease payments to determine if they are equal to or greater than 90% of the fair market value of the equipment at the inception of the lease. Equipment placements included in arrangements meeting these conditions are accounted for as sales-type leases and revenue is recognized as noted above for Equipment. Equipment placements included in arrangements that do not meet these conditions are accounted for as operating leases and revenue is recognized over the term of the lease. We consider the economic life of most of our products to be five years, since this represents the most frequent contractual lease term for our principal products and only a small percentage of our leases are for original terms longer than five years. There is no significant after-market for our used equipment. We believe five years is representative of the period during which the equipment is expected to be economically usable, with normal service, for the purpose for which it is intended. Residual values are not significant. With respect to fair value, we perform an analysis of equipment fair value based on cash selling prices during the applicable period. The cash selling prices are compared to the range of values determined for our leases. The range of cash selling prices must be reasonably consistent with the lease selling prices in order for us to determine that such lease prices are indicative of fair value. Our lease pricing interest rates, which are used in determining customer payments in a bundled lease arrangement, are developed based upon a variety of factors including local prevailing rates in the marketplace and the customer’s credit history, industry and credit class. We reassess our pricing interest rates quarterly based on changes in the local prevailing rates in the marketplace. These interest rates have generally been adjusted if the rates vary by 25 basis points or more, cumulatively, from the rate last in effect. The pricing interest rates generally equal the implicit rates within the leases, as corroborated by our comparisons of cash to lease selling prices. Note: The above two revenue recognition policies apply to 2018 only and were updated as a result of our adoption of ASC Topic 842 effective January 1, 2019. Refer to Note 4 - Lessor for the updated policies. Other Revenue Recognition Policies Revenue-based Taxes: Revenue-based taxes assessed by governmental authorities that are both imposed on and concurrent with specific revenue-producing transactions, and that are collected by the Company from a customer, are excluded from revenue. The primary revenue-based taxes are sales tax and value-added tax (VAT). Shipping and Handling: Shipping and handling costs are accounted for as a fulfillment cost and are included in Cost of sales in the Consolidated Statements of Income. Refer to Note 2 - Revenue for additional information regarding revenue recognition policies with respect to contract assets and liabilities as well as contract costs. Xerox 2020 Annual Report 90 Table of Contents Other Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, including money market funds, and investments with original maturities of three months or less. Receivable Sales We transfer certain portions of our receivable portfolios and normally account for those transfers as sales based on meeting the criteria for derecognition in accordance with ASC Topic 860 "Transfer and Servicing" of Financial Assets. Gains or losses on the sale of receivables depend, in part, on both (a) the cash proceeds and (b) the net non-cash proceeds received or paid. When we sell receivables, we normally receive beneficial interests in the transferred receivables from the purchasers as part of the proceeds. We may refer to these beneficial interests as a deferred purchase price. The beneficial interests obtained are initially measured at their fair value. We generally estimate fair value based on the present value of expected future cash flows, which are calculated using management ' s best estimates of the key assumptions including credit losses, prepayment rate and discount rates commensurate with the risks involved. Refer to Note 7 - Accounts Receivable, Net for additional information on our receivable sales . Inventories Inventories are carried at the lower of average cost or net realizable value. Inventories also include equipment that is returned at the end of the lease term. Returned equipment is recorded at the lower of remaining net book value or salvage value, which is normally not significant. We regularly review inventory quantities and record a provision for excess and/or obsolete inventory based primarily on our estimated forecast of product demand, production requirements and servicing commitments. Several factors may influence the realizability of our inventories, including our decision to exit a product line, technological changes and new product development. The provision for excess and/or obsolete raw materials and equipment inventories is based primarily on near-term forecasts of product demand and include consideration of new product introductions, as well as changes in remanufacturing strategies. The provision for excess and/or obsolete service parts inventory is based primarily on projected servicing requirements over the life of the related equipment populations. Refer to Note 9 - Inventories and Equipment on Operating Leases, Net for further discussion. Land, Buildings and Equipment on Operating Leases Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life. Equipment on operating leases is depreciated to estimated salvage value over the lease term. Depreciation is computed using the straight-line method. Significant improvements are capitalized and maintenance and repairs are expensed. Refer to Note 9 - Inventories and Equipment on Operating Leases, Net and Note 10 - Land, Buildings, Equipment and Software, Net for further discussion. Leased Assets We lease buildings and equipment, substantially all of which are accounted for as operating leases. Refer to Note 11- Lessee for accounting policies with respect to leased assets and the adoption of ASC Topic 842. Software - Internal Use and Product We capitalize direct costs associated with developing, purchasing or otherwise acquiring software for internal use and amortize these costs on a straight-line basis over the expected useful life of the software, beginning when the software is implemented (Internal Use Software). Costs incurred for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Amounts expended for Internal Use Software are included in Cash Flows from Investing. We also capitalize certain costs related to the development of software solutions to be sold to our customers upon reaching technological feasibility (Product Software). These costs are amortized on a straight-line basis over the estimated economic life of the software. Amounts expended for Product Software are included in Cash Flows from Operations. We perform periodic reviews to ensure that unamortized Product Software costs remain recoverable from estimated future operating profits (net realizable value or NRV). Costs to support or service licensed software are charged to Costs of services as incurred. Refer to Note 10 - Land, Buildings, Equipment and Software, Net for further information. Xerox 2020 Annual Report 91 Table of Contents Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of acquired net assets in a business combination, including the amount assigned to identifiable intangible assets. The primary drivers that generate goodwill are the value of synergies between the acquired entities and the company and the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. Goodwill is not amortized, but rather is tested for impairment annually, or more frequently whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable and an impairment loss may have been incurred. We normally assess goodwill for impairment at least annually, during the fourth quarter based on balances as of October 1 st , and more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. Impairment testing for goodwill is done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (a component) if the component constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. Consistent with the determination that we had one operating segment, we determined that there is one reporting unit and tested goodwill for impairment at the entity level. We perform an assessment of goodwill, utilizing either a qualitative or quantitative impairment test. The qualitative impairment test assesses several factors to determine whether it is more likely than not that the fair value of the entity is less than its carrying amount. If we conclude it is more likely than not that the fair value of the entity is less than its carrying amount, a quantitative fair value test is performed. In certain circumstances, we may also bypass the qualitative test and proceed directly to a quantitative impairment test. In a quantitative impairment test, we assess goodwill by comparing the carrying amount of the entity to its fair value. Fair value of the entity is determined by using a weighted combination of an income approach and a market approach. If the fair value exceeds the carrying value, goodwill is not considered impaired. If the carrying value exceeds the fair value, goodwill is considered impaired and we would recognize an impairment loss for the excess. In the second quarter 2020, as a result of the continued negative financial impacts from the COVID-19 pandemic on our current and near-term future operations, the expected slower recovery during the latter half of 2020 as businesses return to their respective offices, as well as a sustained market capitalization below our book value, we determined there was a triggering event requiring an interim quantitative evaluation of Goodwill. After completing our interim impairment review, we concluded that Goodwill was not impaired in the second quarter 2020. Although business performance improved in the second half of 2020, the COVID-19 pandemic continued to have a significant impact on the Company’s revenues, expenses, cash flows and market capitalization in 2020. As result of these impacts as well as related macroeconomic and industry factors we elected to utilize a quantitative model for the assessment of the recoverability of our goodwill balance for our annual fourth quarter 2020 impairment test. After completing our annual quantitative impairment review in the fourth quarter 2020, we concluded that Goodwill was not impaired. Other intangible assets primarily consist of assets obtained in connection with business acquisitions, including installed customer base and distribution network relationships, existing technology, trademarks and non-compete agreements. We apply an impairment evaluation whenever events or changes in business circumstances indicate that the carrying value of our intangible assets may not be recoverable. Other intangible assets are amortized on a straight-line basis over their estimated economic lives. We believe that the straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained annually by the Company. Refer to Note 13 - Goodwill and Intangible Assets, Net for further information. Impairment of Long-Lived Assets We review the recoverability of our long-lived assets, including buildings, equipment, right-of-use leased assets, internal use software and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less costs to sell. Long-lived assets to be disposed of other than by sale (e.g., by abandonment, cease-use) would continue to be classified as held and used until the long-lived asset is disposed of (e.g. abandoned or when asset ceases to be used). Xerox 2020 Annual Report 92 Table of Contents Pension and Post-Retirement Benefit Obligations We sponsor various forms of defined benefit pension plans in several countries covering employees who meet eligibility requirements. Retiree health benefit plans cover U.S. and Canadian employees for retiree medical costs. We employ a delayed recognition feature in measuring the costs of pension and post-retirement benefit plans. This requires changes in the benefit obligations and changes in the value of assets set aside to meet those obligations to be recognized not as they occur, but systematically and gradually over subsequent periods. All changes are ultimately recognized as components of net periodic benefit cost, except to the extent they may be offset by subsequent changes. At any point, changes that have been identified and quantified but not recognized as components of net periodic benefit cost are recognized in Accumulated other comprehensive loss, net of tax. Several statistical and other factors that attempt to anticipate future events are used in calculating the expense, liability and asset values related to our pension and retiree health benefit plans. These factors include assumptions we make about the discount rate, expected return on plan assets, cash balance interest-crediting rate, rate of increase in healthcare costs, the rate of future compensation increases and mortality. Actual returns on plan assets are not immediately recognized in our income statement due to the delayed recognition requirement. In calculating the expected return on the plan asset component of our net periodic pension cost, we apply our estimate of the long-term rate of return on the plan assets that support our pension obligations, after deducting assets that are specifically allocated to Transitional Retirement Accounts (which are accounted for based on specific plan terms). For purposes of determining the expected return on plan assets, we utilize a market-related value approach in determining the value of the pension plan assets, rather than a fair market value approach. The primary difference between the two methods relates to systematic recognition of changes in fair value over time (generally two years ) versus immediate recognition of changes in fair value. Our expected rate of return on plan assets is applied to the market-related asset value to determine the amount of the expected return on plan assets to be used in the determination of the net periodic pension cost. The market-related value approach reduces the volatility in net periodic pension cost that would result from using the fair market value approach. The discount rate is used to present value our future anticipated benefit obligations. The discount rate reflects the current rate at which benefit liabilities could be effectively settled considering the timing of expected payments for plan participants. In estimating our discount rate, we consider rates of return on high-quality fixed-income investments adjusted to eliminate the effects of call provisions, as well as the expected timing of pension and other benefit payments. Each year, the difference between the actual return on plan assets and the expected return on plan assets, as well as increases or decreases in the benefit obligation as a result of changes in the discount rate and other actuarial assumptions, are added to or subtracted from any cumulative actuarial gain or loss from prior years. This amount is the net actuarial gain or loss recognized in Accumulated other comprehensive loss. We amortize net actuarial gains and losses as a component of net pension cost for a year if, as of the beginning of the year, that net gain or loss (excluding asset gains or losses that have not been recognized in market-related value) exceeds 10% of the greater of the projected benefit obligation or the market-related value of plan assets (the corridor method). This determination is made on a plan-by-plan basis. If amortization is required for a particular plan, we amortize the applicable net gain or loss in excess of the 10% threshold on a straight-line basis in net periodic pension cost over the remaining service period of the employees participating in that pension plan. In plans where substantially all participants are inactive, the amortization period for the excess is the average remaining life expectancy of the plan participants. Our primary domestic plans allow participants the option of settling their vested benefits through the receipt of a lump-sum payment. The participant ' s vested benefit is considered fully settled upon payment of the lump sum. We have elected to apply settlement accounting and therefore we recognize the losses associated with settlements in this plan immediately upon the settlement of the vested benefits. Settlement accounting requires us to recognize a pro rata portion of the aggregate unamortized net actuarial losses upon settlement. The pro rata factor is computed as the percentage reduction in the projected benefit obligation due to the settlement of the participant ' s vested benefit. Refer to Note 19 - Employee Benefit Plans for further information regarding our Pension and Post-Retirement Benefit Obligations . Research, Development and Engineering (RD&E) Research, development and engineering costs are expensed as incurred. Sustaining engineering costs are incurred with respect to on-going product improvements or environmental compliance after initial product launch. Sustaining engineering costs were $ 54 , $ 62 and $ 72 in for the years ended December 31, 2020, 2019 and 2018, respectively. Xerox 2020 Annual Report 93 Table of Contents Government Grants/Assistance Government grants related to income are recognized as a reduction of related expenses in the Consolidated Statements of Income when there is a reasonable assurance that the entity will comply with the conditions attached to the grant and that the grants will be received. The timing and pattern of recognition of government grants is made on a systematic basis over the periods in which the Company recognizes the related expenses or losses that the grants are intended to compensate. Foreign Currency Translation and Remeasurement The functional currency for most of our foreign operations is the local currency. Net assets are translated at current rates of exchange and income, expense and cash flow items are translated at average exchange rates for the applicable period. The translation adjustments are recorded in Accumulated other comprehensive loss. The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S. Dollars as well as foreign subsidiaries operating in highly inflationary economies. For these subsidiaries, non-monetary foreign currency assets and liabilities are translated using historical rates, while monetary assets and liabilities are translated at current rates, with the U.S. dollar effects of rate changes recorded in Currency (gains) and losses within Other expenses, net together with other foreign currency remeasurements. Note 2 – Revenue Revenues disaggregated by primary geographic markets, major product lines, and sales channels are as follows: Year Ended December 31, 2020 2019 2018 Primary geographical markets (1) United States $ 4,186 $ 5,429 $ 5,610 Europe 1,883 2,326 2,625 Canada 393 518 569 Other 560 793 858 Total Revenues $ 7,022 $ 9,066 $ 9,662 Major product and services lines Equipment $ 1,564 $ 2,062 $ 2,178 Supplies, paper and other sales 885 1,165 1,276 Maintenance agreements (2) 1,803 2,372 2,603 Service arrangements (3) 2,014 2,517 2,674 Rental and other 530 706 663 Financing 226 244 268 Total Revenues $ 7,022 $ 9,066 $ 9,662 Sales channels: Direct equipment lease (4) $ 573 $ 672 $ 699 Distributors & resellers (5) 910 1,343 1,445 Customer direct 966 1,212 1,310 Total Sales $ 2,449 $ 3,227 $ 3,454 _____________ (1) Geographic area data is based upon the location of the subsidiary reporting the revenue. (2) Includes revenues from maintenance agreements on sold equipment as well as revenues associated with service agreements sold through our channel partners as Xerox Partner Print Services (XPPS). (3) Primarily includes revenues from our Managed Services offerings (formerly our Managed Documents Services arrangements). Also includes revenues from embedded operating leases, which were not significant. (4) Primarily reflects sales through bundled lease arrangements. (5) 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 advanced billings for maintenance and other services to be performed and were approximately $ 130 and $ 137 at December 31, 2020 and 2019, respectively. The majority of the balance at December 31, 2020 will be amortized to revenue over approximately the next 30 months. Xerox 2020 Annual Report 94 Table of Contents Contract Costs: Incremental direct costs of obtaining a contract primarily include sales commissions paid to sales people 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. Year Ended December 31, 2020 2019 2018 Incremental direct costs of obtaining a contract $ 62 $ 78 $ 84 Amortization of incremental direct costs 81 88 95 The balance of deferred incremental direct costs net of accumulated amortization at December 31, 2020 and 2019 was $ 145 and $ 163 , 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 also 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. Amounts deferred associated with contract fulfillment costs and inducements were $ 13 and $ 13 at December 31, 2020 and 2019, respectively, and related amortization was $ 4 , $ 5 and $ 5 for the three years ended December 31, 2020, 2019 and 2018, 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 3 – Segment and Geographic Area Reporting Segment Discussion We manage our operations on a geographic basis and are primarily organized from a sales perspective on the basis of “go-to-market” sales channels. These sales channels are structured to serve a range of customers for our products and services. As a result of this structure, we concluded that we have one operating and reportable segment - the design, development and sale of document management systems and solutions. Our chief executive officer was identified as the chief operating decision maker (CODM). All of the company’s activities are interrelated, and each activity is dependent upon and supportive of the other, including product development, supply chain and back-office support services. In addition, all significant operating decisions made by management and the Board, are largely based upon the analysis of Xerox Holdings and Xerox on a total company basis, including assessments related to our incentive compensation plans. Geographic Area Data Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is as follows: Revenues Long-Lived Assets (1) Year Ended December 31, As of December 31, 2020 2019 2018 2020 2019 United States $ 4,186 $ 5,429 $ 5,610 $ 692 $ 769 Europe 1,883 2,326 2,625 312 305 Canada 393 518 569 84 98 Other areas 560 793 858 43 59 Total $ 7,022 $ 9,066 $ 9,662 $ 1,131 $ 1,231 _____________ (1) Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Equipment on operating leases, net, (iii) Leased right-of-use (ROU) assets, net, and (iv) Internal use software, net. Xerox 2020 Annual Report 95 Table of Contents Note 4 – Lessor Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies - New Accounting Standards and Accounting Changes for additional information related to the adoption of ASU 2016-02 , Leases (ASC Topic 842). Lessor Accounting Policies: The following represent the updated disclosures to our Revenue Recognition policies as a result of the adoption of ASC Topic 842 effective January 1, 2019: Bundled Lease Arrangements: A portion of our direct sales of equipment to end customers are made through bundled lease arrangements which typically include equipment, services (maintenance and managed services) and financing components where the customer pays a single negotiated fixed minimum monthly payment for all elements over the contractual lease term. These arrangements also typically include an incremental, variable component for page volumes in excess of the contractual page volume minimums, which are often expressed in terms of price-per-image or page. Revenues under these bundled lease arrangements are allocated considering the relative standalone selling prices of the lease and non-lease deliverables included in the bundled arrangement. Lease deliverables include the equipment and financing, while the non-lease deliverables generally consist of the services, which include supplies. Consistent with the guidance in ASC 842 and ASC 606, regarding the allocation of fixed and variable consideration, we only consider the fixed payments for purposes of allocation to the lease elements of the contract. The fixed minimum monthly payments are multiplied by the number of months in the contract term to arrive at the total fixed lease payments that the customer is obligated to make over the lease term. Amounts allocated to the equipment and financing elements are then subjected to the accounting estimates noted below under Leases to ensure the values reflect standalone selling prices. The remainder of any fixed payments, as well as the variable payments, are allocated to non-lease elements because the variable consideration for incremental page volume or usage is considered attributable to the delivery of those elements. The consideration for the non-lease elements is not dependent on the consideration for equipment and vice versa and the consideration for the equipment and services is priced at the appropriate standalone values; therefore, the relative standalone selling price allocation method is not necessary. The revenue associated with the non-lease elements are normally accounted for as a single performance obligation being delivered in a series with delivery being measured as the usage billed to the customer. Accordingly, revenue from these agreements is recognized in a manner consistent with the guidance for Maintenance and Services agreements. Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies. Leases: The two primary accounting provisions we use to classify transactions as sales-type or operating leases are: (i) a review of the lease term to determine if it is for the major part of the economic life of the underlying equipment (defined as greater than 75%); and (ii) a review of the present value of the lease payments to determine if they are equal to or greater than substantially all of the fair market value of the equipment at the inception of the lease (defined as greater than 90%). Equipment placements included in arrangements meeting these conditions are accounted for as sales-type leases and revenue is recognized in a manner consistent with Equipment. Equipment placements included in arrangements that do not meet these conditions are accounted for as operating leases and revenue is recognized over the term of the lease. We consider the economic life of most of our products to be five years , since this represents the most frequent contractual lease term for our principal products and only a small percentage of our leases are for original terms longer than five years . There is no significant after-market for our used equipment. We believe five years is representative of the period during which the equipment is expected to be economically usable, with normal service, for the purpose for which it is intended. We perform an analysis of the stand-alone selling price of equipment based on cash selling prices during the applicable period. The cash selling prices are compared to the range of values determined for our leases. The range of cash selling prices must be reasonably consistent with the lease selling prices in order for us to determine that such lease prices reflects stand-alone value. Our lease pricing interest rates, which are used in determining customer payments in a bundled lease arrangement, are developed based upon a variety of factors including local prevailing rates in the marketplace and the customer’s credit history, industry and credit class. We reassess our pricing interest rates quarterly based on changes in the local prevailing rates in the marketplace. The pricing interest rates generally equal the implicit rates within the leases, as corroborated by our comparisons of cash to lease selling prices noted above. Additional Lease Payments: Certain leases may require the customer to pay property taxes and insurance on the equipment. In these instances, the amounts for property taxes and insurance that we invoice to customers and pay to third parties are considered variable payments and are recorded as other revenues and other cost of revenues, Xerox 2020 Annual Report 96 Table of Contents respectively. Amounts related to property taxes and insurance are not material. We exclude from variable payments all lessor costs that are explicitly required to be paid directly by a lessee on behalf of the lessor to a third party. Presentation: 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: Location in Statements of Income Year Ended December 31, 2020 2019 2018 Revenue from sales type leases Sales $ 573 $ 672 $ 699 Interest income on lease receivables Financing 226 244 268 Lease income - operating leases Services, maintenance and rentals 313 396 438 Variable lease income Services, maintenance and rentals 66 107 120 Total Lease income $ 1,178 $ 1,419 $ 1,525 Profit at lease commencement on sales type leases was estimated to be approximately $ 207 , $ 276 and $ 302 for the three years ended December 31, 2020, 2019 and 2018, respectively. Note 5 – Acquisitions 2020 Acquisitions Xerox continues to focus on further penetrating the small-to-medium sized business (SMB) market through organic and inorganic growth, which includes acquisitions of local area resellers and partners (including multi-brand dealers). During 2020, business acquisitions associated with this initiative totaled $ 194 , net of cash acquired, and included three acquisitions in the U.K. for $ 172 (GBP 133 million) - Arena Group, Altodigital Networks and ITEC Connect, as well as an acquisition in Canada for approximately $ 22 (CAD 29 million). These acquisitions are expected to expand our presence in the SMB market in both Western Europe and Canada. 2020 also included the acquisition of CareAR directly by Xerox Holdings for $ 9 . 2020 Summary All of our 2020 acquisitions resulted in 100 % ownership of the acquired companies. The operating results of these acquisitions are not material to our financial statements and are included within our results from the respective acquisition dates. The purchase prices were all cash and were primarily allocated to Intangible assets, net and Goodwill, of which, none is expected to be deductible for tax purposes. Our 2020 acquisitions contributed aggregate revenues of approximately $ 99 to our 2020 total revenues from their respective acquisition dates. The following table summarizes the purchase price allocations for our 2020 acquisitions as of the acquisition dates: Weighted-Average Life Total 2020 Acquisitions Accounts/finance receivables $ 20 Intangible assets: Customer relationships 9 years 69 Trademarks 9 years 9 Technology 3 years 9 Goodwill 111 Other assets 44 Total Assets acquired 262 Liabilities assumed ( 59 ) Total Purchase Price $ 203 Xerox 2020 Annual Report 97 Table of Contents 2019 Acquisitions Business acquisitions in 2019 totaled $ 38 and included Rabbit Office Automation (ROA), a San Francisco Bay area dealer, and Heritage Business Systems, Inc. (HBS), a Delaware Valley dealer. The acquisition of these dealers in 2019 expanded our distribution capabilities of office technology sales, services and supplies to SMB customers in these markets. 2019 acquisitions also include $ 4 related to an acquisition of assets. 2019 Summary All of our 2019 acquisitions resulted in 100 % ownership of the acquired companies. The operating results of the 2019 acquisitions are not material to our financial statements and were included within our results from the respective acquisition dates. The purchase prices for these acquisitions were all cash and were primarily allocated to Intangible assets, net and Goodwill. Our 2019 acquisitions contributed aggregate revenues of approximately $ 21 and $ 18 to our 2020 and 2019 total revenues from their respective acquisition dates. 2018 Acquisitions There were no business acquisitions in 2018. Termination of Proposed Transaction with HP Inc. In November 2019, Xerox Holdings commenced a proposed business combination transaction with HP Inc. (HP). HP rejected our initial and subsequent proposals and refused to engage in mutual due diligence or negotiations. In January 2020, Xerox Holdings nominated a slate of directors to HP’s board to be voted on at HP’s 2020 annual meeting of stockholders and shortly thereafter, it launched a tender offer to acquire all outstanding shares of HP, as it intended to continue to pursue the proposed business combination transaction. However, the COVID-19 pandemic and resulting macroeconomic and market turmoil created an environment that the Company determined was not conducive to Xerox Holdings continuing an acquisition of HP. Accordingly, on March 31, 2020 Xerox Holdings withdrew its tender offer to acquire HP and terminated its proxy solicitation to nominate a slate of candidates to HP’s board of directors. In 2020, Xerox Holdings had obtained $ 24 billion in financing commitments from several banks to support the cash portion of the proposed business combination transaction with HP. On March 31, 2020, following the withdrawal of Xerox Holdings' tender offer to acquire HP, notice was provided to the banks of the immediate termination of the financing commitment. No termination penalties were paid as a result of termination . Note 6 – Divestitures Discontinued Operations Sales of Ownership Interests in Fuji Xerox Co., Ltd. and Xerox International Partners In November 2019, Xerox Holdings completed a series of transactions to restructure its relationship with FUJIFILM Holdings Corporation (FH), including the sale of its indirect 25 % equity interest in Fuji Xerox (FX) for approximately $ 2.2 billion as well as the sale of its indirect 51 % partnership interest in Xerox International Partners (XIP) for approximately $ 23 (collectively the Sales). As a result of the Sales and the related strategic shift in our business, the historical financial results of our equity method investment in FX and our XIP business (which was consolidated) for the periods prior to the Sales are reflected as a discontinued operation and as such, their impact is excluded from continuing operations for all periods presented. The Sales resulted in a pre-tax gain of $ 629 ($ 539 after-tax), and included a reclassification from Accumulated other comprehensive loss of $ 165 (Refer to Note 25 - Other Comprehensive Income (Loss)) as well as approximately $ 9 of transaction costs and $ 9 of allocated goodwill associated with our XIP business (Refer to Note 13 - Goodwill and Intangible Assets, Net). The XIP allocated goodwill was based on the relative fair value of our XIP business, as evidenced by the sales price, as compared to the total estimated fair value of Xerox. No Goodwill was allocated for our investment in FX based on consideration of the guidance in ASC 350-20-40-2 and the fact that an equity investment is not considered a business in accordance with ASC 805-10-55, as it was not controlled by Xerox. The transactions with FH also included an OEM license agreement by and between FX and Xerox, granting FX the right to use specific Xerox Intellectual Property (IP) in providing certain named original equipment manufacturers (OEM’s) with products (such as printer engines) in exchange for a one-time upfront license fee of $ 77 . The license fee is recorded within Rental and other revenues for 2019. In addition, arrangements with FX whereby we purchase Xerox 2020 Annual Report 98 Table of Contents inventory from and sell inventory to FX, will continue after the Sales and, as a result of our Technology Agreement with Fuji Xerox which remains in effect through March 2021, we will continue to receive royalty payments for FX’s use of our Xerox brand trademark, as well as rights to access our patent portfolio in exchange for access to their patent portfolio. Refer to Note 12 - Investment in Affiliates, at Equity, for additional information on transactions with FX as well as FX's intention to terminate the Technology Agreement effective March 31, 2021. Summarized financial information for our Discontinued Operations is as follows: Year Ended December 31, 2020 2019 2018 Revenue $ — $ 79 $ 168 Income from operations $ — $ 176 $ 74 Gain on disposal — 629 — Income before income taxes — 805 74 Income tax expense — 95 10 Income from discontinued operations, net of tax — 710 64 Income from discontinued operations attributable to noncontrolling interests, net of tax — 5 9 Income from discontinued operations, attributable to Xerox, net of tax $ — $ 705 $ 55 The following is a summary of selected financial information for our Discontinued Operations: Year Ended December 31, 2020 2019 2018 Cost and Expenses: Cost of revenues $ — $ 44 $ 110 Other expenses — 6 9 Total Costs and Expenses $ — $ 50 $ 119 Selected amounts included in Costs and Expenses: Depreciation and amortization $ — $ — $ — Restructuring and related costs, net — — 1 Other: Equity in net income of FX $ — $ 147 $ 25 Net income attributable to noncontrolling interest - XIP — 5 9 Capital expenditures — — — Refer to Note 12 - Investments in Affiliates, at Equity for additional information regarding FX, including summarized financial information of FX. Xerox 2020 Annual Report 99 Table of Contents Note 7 – Accounts Receivable, Net Accounts receivable, net were as follows: December 31, 2020 2019 Invoiced $ 735 $ 980 Accrued (1) 217 311 Allowance for doubtful accounts ( 69 ) ( 55 ) Accounts receivable, net $ 883 $ 1,236 ____________ (1) Accrued receivables includes amounts to be invoiced in the subsequent quarter for current services provided. The allowance for doubtful accounts was as follows: Balance at December 31, 2018 $ 56 Provision 18 Charge-offs ( 19 ) Recoveries and other (1) — Balance at December 31, 2019 $ 55 Provision 35 Charge-offs ( 22 ) Recoveries and other (1) 1 Balance at December 31, 2020 $ 69 _____________ (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. Consistent with our adoption of ASU 2016-13 effective January 1, 2020 (refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies), 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, and primarily as a result of the macroeconomic and market disruption caused by the COVID-19 pandemic, the allowance for doubtful accounts as a percentage of gross receivables increased to 7.2 % at December 31, 2020 from 4.3 % at December 31, 2019. 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 one 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, $ 136 and $ 165 remained uncollected as of December 31, 2020 and 2019, respectively. Accounts receivable sales activity was as follows: Year Ended December 31, 2020 2019 2018 Accounts receivable sales (1) $ 333 $ 393 $ 405 _____________ (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. Xerox 2020 Annual Report 100 Table of Contents Note 8 – 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 equipment. Finance receivables, net were as follows: December 31, 2020 2019 Gross receivables $ 3,691 $ 3,865 Unearned income ( 393 ) ( 425 ) Subtotal 3,298 3,440 Residual values — — Allowance for doubtful accounts ( 133 ) ( 89 ) Finance Receivables, Net 3,165 3,351 Less: Billed portion of finance receivables, net 99 111 Less: Current portion of finance receivables not billed, net 1,082 1,158 Finance Receivables Due After One Year, Net $ 1,984 $ 2,082 A summary of our gross finance receivables' future contractual maturities, including those previously billed, is as follows: December 31, 2020 2019 12 Months $ 1,426 $ 1,490 24 Months 1,006 1,052 36 Months 697 728 48 Months 395 422 60 Months 152 158 Thereafter 15 15 Total $ 3,691 $ 3,865 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. Consistent with our adoption of ASU 2016-13 effective January 1, 2020 (refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies), the allowance for credit losses is determined principally 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, and primarily as a result of the macroeconomic and market turmoil caused by the COVID-19 pandemic, the allowance for doubtful credit losses was increased to 4.0 % of gross finance receivables (net of unearned income) at December 31, 2020 from 2.6 % at December 31, 2019. In determining the level of reserve required as of December 31, 2020, we critically assessed current and forecasted economic conditions in light of the COVID-19 pandemic to ensure we objectively included those expected impacts in the determination of our reserve. Our assessment also included current portfolio credit metrics and the level of reserves and write-offs we recorded on our receivables portfolio during the credit crisis in 2008/09 as additional reference points to objectively determine the adequacy of our allowance. The allowance for doubtful accounts and provision for credit losses represents an estimate of the losses expected to be incurred by the Company from its finance receivable portfolio. The level of the allowance is determined on a collective basis by applying projected loss rates to our different portfolios by country, which represent our portfolio segments. This is the level at which we develop and document our methodology to determine the allowance for credit losses. These projected loss rates are primarily based upon historical loss experience adjusted for judgments about the probable effects of relevant observable data including current and future economic conditions as well as delinquency trends, resolution rates, the aging of receivables, credit quality indicators and the financial health of specific customer classes or groups. The allowance for doubtful finance receivables is inherently more difficult to estimate than the allowance for trade accounts receivable because the underlying lease portfolio has an average maturity, at any time, of approximately two to three years and contains past due billed amounts, as well as unbilled amounts. We consider all available Xerox 2020 Annual Report 101 Table of Contents information in our quarterly assessments of the adequacy of the allowance for doubtful accounts. We believe our estimates, including any qualitative adjustments, are reasonable and have considered all reasonably available information about past events, current conditions, and reasonable and supportable forecasts of future events and economic conditions. The identification of account-specific exposure is not a significant factor in establishing the allowance for doubtful finance receivables. Our policy and methodology used to establish our allowance for doubtful accounts has been consistently applied over all periods presented, with the exception of the updates required as part of our adoption of ASU 2016-13 effective January 1, 2020. Our allowance for doubtful finance receivables is effectively determined by geography, so the risk characteristics in our finance receivable portfolio segments will generally be 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. The increase in charge-offs in 2020 as compared to 2019 was primarily in the U.S. and reflected the impacts from the COVID-19 pandemic and the lower level of government subsidy and support to U.S. based customers as compared to support provided to Europe based customers. However, as reflected in our allowance for doubtful receivables, charge-offs are expected to increase into 2021 as a result of the follow-on economic disruption related to the COVID-19 pandemic and as the level of government subsidies and support decreases in 2021. Amounts disclosed below for the year ended December 31, 2020 reflect the adoption of ASU 2016-13 in January 2020. Amounts disclosed below for comparable periods in 2019 reflect superseded guidance. The allowance for doubtful accounts as well as the related investment in finance receivables were as follows: Allowance for Credit Losses: United States Canada (1) Europe (1)(2) Total Balance at December 31, 2018 $ 53 $ 12 $ 27 $ 92 Provision 20 1 7 28 Charge-offs ( 15 ) ( 5 ) ( 14 ) ( 34 ) Recoveries and other (3) 1 2 — 3 Balance at December 31, 2019 $ 59 $ 10 $ 20 $ 89 Provision 41 8 32 81 Charge-offs ( 23 ) ( 5 ) ( 14 ) ( 42 ) Recoveries and other (3) — 2 3 5 Balance at December 31, 2020 $ 77 $ 15 $ 41 $ 133 Finance Receivables Collectively Evaluated for Impairment: December 31, 2019 (4) $ 1,922 $ 326 $ 1,192 $ 3,440 December 31, 2020 (4) $ 1,823 $ 297 $ 1,178 $ 3,298 _____________ (1) Prior year amounts have been recast to include the Other geographic region, which was previously disclosed as a separate grouping, conforming to the current year's presentation . (2) Includes developing market countries. (3) 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. (4) Total Finance receivables exclude the allowance for credit losses of $ 133 and $ 89 at December 31, 2020 and 2019, 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 customers through bundled lease arrangements, and indirect, which includes lease financing to end-user customers who purchased equipment we sold to distributors or resellers. Indirect also includes leases originated through our XBS sales channel, which utilizes a combination of internal and third party leasing in its lease arrangements with end customers. We evaluate our customers within the various classes 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 %. Xerox 2020 Annual Report 102 Table of Contents • 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 %. 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: December 31, 2020 December 31, 2019 2020 2019 2018 2017 2016 Prior Total Finance Receivables Total Finance Receivables Total United States (Direct): Low Credit Risk $ 164 $ 151 $ 128 $ 71 $ 32 $ 4 $ 550 $ 640 Average Credit Risk 54 95 52 26 8 2 237 331 High Credit Risk 90 42 27 13 5 3 180 132 Total 308 288 207 110 45 9 967 1,103 Total United States (Indirect): Low Credit Risk 193 140 79 33 7 — 452 258 Average Credit Risk 129 124 71 31 8 — 363 445 High Credit Risk 19 9 9 3 1 — 41 116 Total 341 273 159 67 16 — 856 819 Canada (1) Low Credit Risk 37 34 24 10 5 1 111 163 Average Credit Risk 46 39 26 17 6 1 135 97 High Credit Risk 18 10 10 10 3 — 51 66 Total 101 83 60 37 14 2 297 326 EMEA (1)(2) Low Credit Risk 197 177 131 62 20 4 591 655 Average Credit Risk 170 160 108 51 17 4 510 479 High Credit Risk 23 24 15 10 4 1 77 58 Total 390 361 254 123 41 9 1,178 1,192 Total Finance Receivables Low Credit Risk 591 502 362 176 64 9 1,704 1,716 Average Credit Risk 399 418 257 125 39 7 1,245 1,352 High Credit Risk 150 85 61 36 13 4 349 372 Total $ 1,140 $ 1,005 $ 680 $ 337 $ 116 $ 20 $ 3,298 $ 3,440 _____________ (1) Prior year amounts have been recast to include the Other geographic region, which was previously disclosed as a separate grouping, conforming to the current year's presentation. (2) Includes developing market countries. Xerox 2020 Annual Report 103 Table of Contents 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. The aging of our billed finance receivables is as follows: December 31, 2020 Current 31-90 Days Past Due >90 Days Past Due Total Billed Unbilled Total Finance Receivables >90 Days and Accruing Direct $ 33 $ 6 $ 9 $ 48 $ 919 $ 967 $ 74 Indirect 21 4 3 28 828 856 — Total United States 54 10 12 76 1,747 1,823 74 Canada 8 2 — 10 287 297 12 EMEA (1) 12 3 2 17 1,161 1,178 23 Total $ 74 $ 15 $ 14 $ 103 $ 3,195 $ 3,298 $ 109 December 31, 2019 Current 31-90 Days Past Due >90 Days Past Due Total Billed Unbilled Total Finance Receivables >90 Days and Accruing Direct $ 37 $ 11 $ 8 $ 56 $ 1,047 $ 1,103 $ 57 Indirect 25 5 3 33 786 819 — Total United States 62 16 11 89 1,833 1,922 57 Canada (1) 8 2 1 11 315 326 17 EMEA (1)(2) 12 1 2 15 1,177 1,192 32 Total $ 82 $ 19 $ 14 $ 115 $ 3,325 $ 3,440 $ 106 _____________ (1) Prior year amounts have been recasted to include the Other geographic region, which was previously disclosed as a separate grouping, conforming to the current year's presentation (2) Includes developing market countries.. Secured Borrowings and Collateral In July 2020, we sold $ 355 of U.S. based finance receivables to a consolidated special purpose entity (SPE), which funded the purchase through a secured loan agreement with a financial institution. As of December 31, 2020 the SPE held $ 286 of total Finance receivables, net, which are included in our Consolidated Balance Sheet as collateral for the secured loan agreement. In December 2020, we sold $ 610 of U.S. based finance receivables to a consolidated SPE, which funded the purchase through a secured loan agreement with a financial institution. As of December 31, 2020 the SPE held $ 602 of total Finance receivables, net, which are included in our Consolidated Balance Sheet as collateral for the secured loan agreement. Refer to Note 16 - Debt, for additional information related to these arrangements including the related secured loan agreement. Xerox 2020 Annual Report 104 Table of Contents Note 9 – Inventories and Equipment on Operating Leases, Net The following is a summary of Inventories by major category: December 31, 2020 2019 Finished goods $ 707 $ 576 Work-in-process 43 47 Raw materials 93 71 Total Inventories $ 843 $ 694 The transfer of equipment from our inventories to equipment subject to an operating lease is presented in our Consolidated Statements of Cash Flows in the operating activities section. Equipment on operating leases and similar arrangements consists of our equipment rented to customers and depreciated to estimated salvage value at the end of the lease term. Equipment on operating leases and the related accumulated depreciation were as follows: December 31, 2020 2019 Equipment on operating leases $ 1,376 $ 1,443 Accumulated depreciation ( 1,080 ) ( 1,079 ) Equipment on operating leases, net $ 296 $ 364 Depreciable lives generally vary from three to five years consistent with our planned and historical usage of the equipment subject to operating leases. Estimated minimum future revenues associated with Equipment on operating leases are as follows: December 31, 2020 2019 12 months $ 215 $ 226 24 months 129 139 36 months 74 84 48 months 32 39 60 months 12 12 Thereafter 1 2 Total $ 463 $ 502 Total contingent rentals on operating leases, consisting principally of usage charges in excess of minimum contracted amounts, for the years ended December 31, 2020, 2019 and 2018 amounted to $ 66 , $ 107 and $ 120 , respectively. The decrease in contingent rentals for the year ended December 31, 2020 is primarily the result of lower equipment usage during 2020 as a result of business closures from the COVID-19 pandemic. The amount disclosed for the year ended December 31, 2018 was accounted for under ASC 840, Leases, which was superseded by ASC 842, Leases, adopted on January 1, 2019. Differences upon adoption were not material. Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Recent Accounting Pronouncements for additional information. Secured Borrowings and Collateral In July 2020, we sold the rights to payments under operating leases with an equipment net book value of $ 10 to a consolidated SPE, which funded the purchase through a secured loan agreement with a financial institution. As of December 31, 2020 the SPE holds $ 8 of Equipment on operating leases, net, which are included in our Consolidated Balance Sheet as collateral for the secured loan agreement. Refer to Note 16 - Debt, for additional information related to this arrangement including the related secured loan agreement. Xerox 2020 Annual Report 105 Table of Contents Note 10 - Land, Buildings, Equipment and Software, Net Land, buildings and equipment, net were as follows: December 31, Estimated Useful Lives (Years) 2020 2019 Land $ 13 $ 12 Building and building equipment 25 to 50 814 794 Leasehold improvements Varies 124 135 Plant machinery 5 to 12 1,149 1,124 Office furniture and equipment 3 to 15 476 565 Other 4 to 20 45 45 Construction in progress 17 23 Subtotal 2,638 2,698 Accumulated depreciation ( 2,231 ) ( 2,272 ) Land, buildings and equipment, net $ 407 $ 426 Depreciation expense was $ 87 , $ 101 and $ 148 for the three years ended December 31, 2020, 2019 and 2018, respectively. We lease buildings and equipment, substantially all of which are accounted for as operating leases. Finance leased assets were $ 10 and $ 7 at December 31, 2020 and 2019, respectively. Refer to Note 11 - Lessee for additional information regarding leased assets. Internal Use Software As of December 31, 2020 and 2019, capitalized costs related to internal use software, net of accumulated amortization, were $ 118 and $ 122 , respectively. Useful lives of our internal use software generally vary from three to seven years . Xerox 2020 Annual Report 106 Table of Contents Note 11 – Lessee Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies - New Accounting Standards and Accounting Changes for additional information related to the adoption of ASU 2016-02 , Leases (ASC Topic 842). Lessee Accounting Policies: We determine at inception whether an arrangement is a lease. Our leases do not include assets of a specialized nature, or the transfer of ownership at the end of the lease, and the exercise of end-of-lease purchase options, which are primarily in our equipment leases, is not reasonably assured at lease inception. Accordingly, the two primary criteria we use to classify transactions as operating or finance leases are: (i) a review of the lease term to determine if it is equal to or greater than 75% of the economic life of the asset, and (ii) a review of the present value of the minimum lease payments to determine if they are equal to or greater than 90% of the fair market value of the asset at the inception of the lease. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We also assess arrangements for goods or services to determine if the arrangement contains a lease at its inception. This assessment first considers whether there is an implicitly or explicitly identified asset in the arrangement and then whether there is a right to control the use of the asset. If there is an embedded lease within a contract, the Company determines the classification of the lease at the lease inception date consistent with standalone leases of assets. Operating leases are included in Other long-term assets, Accrued expenses and other current liabilities, and Other long-term liabilities in our Consolidated Balance Sheets. Finance leases are included in Land, buildings and equipment, net, Accrued expenses and other current liabilities, and Other long-term liabilities in our Consolidated Balance Sheets. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for almost all of our leases is not readily determinable, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that we would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The rate is dependent on several factors, including the lease term and currency of the lease payments. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as we do not have reasonable certainty at lease inception that these options will be exercised. We generally consider the economic life of our operating lease ROU assets to be comparable to the useful life of similar owned assets. We have elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Our leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. These components are accounted for separately for vehicle and equipment leases. We account for the lease and non-lease components as a single lease component for real estate leases of offices and warehouses. We review the impairment of our ROU assets consistent with the approach applied for our other long-lived assets. We review the recoverability of our long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. We have elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. Lessee Summary: 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 twelve years and a variety of renewal and/or termination options. Xerox 2020 Annual Report 107 Table of Contents The components of lease expense are as follows: Year Ended December 31, 2020 2019 Operating lease expense $ 113 $ 125 Short-term lease expense 20 21 Variable lease expense (1) 47 48 Sublease income ( 2 ) ( 1 ) Total Lease expense $ 178 $ 193 _____________ (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 December 31, 2020, we had no additional operating leases that had not yet commenced. Operating leases ROU assets, net and operating lease liabilities were reported in the Consolidated Balance Sheets as follows: December 31, 2020 2019 Other long-term assets $ 310 $ 319 Accrued expenses and other current liabilities $ 83 $ 87 Other long-term liabilities 250 260 Total Operating lease liabilities $ 333 $ 347 Supplemental information related to operating leases is as follows: Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities - Operating cash flows $ 119 $ 126 Right-of-use assets obtained in exchange for new lease liabilities (1) 76 75 Weighted-average remaining lease term 5 years 4 years Weighted-average discount rate 5.03 % 5.47 % _____________ (1) Includes the impact of new leases as well as remeasurements and modifications to existing leases. Maturities and additional information related to operating lease liabilities are as follows: December 31, 2020 2019 12 months $ 104 $ 109 24 months 88 87 36 months 68 73 48 months 37 56 60 months 25 24 Thereafter 52 45 Total Lease payments 374 394 Less: Imputed interest 41 47 Total Operating lease liabilities $ 333 $ 347 Finance Leases Xerox has finance leases for equipment in the U.S. and Europe and related infrastructure, within outsourced warehouse supply arrangements, in the U.S. These leases have varying maturities up to six years with a maximum expiration date through December 2026. As of December 31, 2020 and 2019, the remaining lease obligation for all finance leases is $ 9 and $ 7 , respectively, based on discount rates of 4.34 % and 4.07 %, respectively. The ROU asset balances associated with these finance leases at December 31, 2020 and 2019 of $ 10 and $ 7 , respectively are included in Land, buildings and equipment, net in the Consolidated Balance Sheets. Prior Period Disclosures under ASC 840 For the year ended December 31, 2018, operating lease expense, net of sublease income, was $ 147 . Xerox 2020 Annual Report 108 Table of Contents Note 12 – Investment in Affiliates, at Equity As disclosed in Note 6 - Divestitures, in November 2019 Xerox Holdings sold its remaining indirect 25 % equity interest in Fuji Xerox, which had been previously accounted for as an equity method investment. Accordingly, our remaining Investment in Affiliates, at Equity largely consists of several minor investments in entities in the Middle East region. Investments in corporate joint ventures and other companies in which we generally have a 20% to 50% ownership interest were $ 47 and $ 46 at December 31, 2020 and 2019, respectively Our equity in net income of our unconsolidated affiliates was as follows: Year Ended December 31, 2020 2019 2018 Fuji Xerox (1) $ — $ 147 $ 25 Other 4 8 8 Total Equity in net income of unconsolidated affiliates $ 4 $ 155 $ 33 _____________ (1) Equity in net income for Fuji Xerox is reported in Income from discontinued operations, net of tax for 2019 and 2018. The equity in net income for Fuji Xerox in 2019 is through the date of sale. Fuji Xerox Fuji Xerox is headquartered in Tokyo and operates in Japan, China, Australia, New Zealand, Vietnam and other areas of the Pacific Rim. Equity in net income of Fuji Xerox was affected by certain adjustments to reflect the deferral of profit associated with intercompany sales. These adjustments resulted in recorded equity income that may have been different from that implied by our (former) 25 % ownership interest. In addition, the Equity in net income of Fuji Xerox for the years ended December 31, 2019 and 2018, includes after-tax restructuring and other charges of $ 20 and $ 95 , respectively. We also received dividends from Fuji Xerox for the years ended December 31, 2019 and 2018, which were reflected as a reduction in our investment upon receipt, of $ 69 and $ 23 , respectively. Summarized financial information for Fuji Xerox is as follows: Through Date of Sale Year Ended December 31, 2018 Summary of Operations Revenues $ 7,667 $ 9,161 Costs and expenses 6,814 8,880 Income before income taxes 853 281 Income tax expense 258 160 Net Income 595 121 Less: Net income - noncontrolling interests 3 2 Net Income - Fuji Xerox $ 592 $ 119 Balance Sheet At Date of Sale December 31, 2018 Assets Current assets $ 4,876 $ 4,179 Long-term assets 3,964 4,034 Total Assets $ 8,840 $ 8,213 Liabilities and Equity Short-term debt $ 49 $ 130 Other current liabilities 1,932 1,827 Long-term debt 16 24 Other long-term liabilities 514 395 Noncontrolling interests 18 30 Fuji Xerox shareholders' equity 6,311 5,807 Total Liabilities and Equity $ 8,840 $ 8,213 Xerox 2020 Annual Report 109 Table of Contents Yen/U.S. Dollar exchange rates used to translate are as follows: Financial Statement Exchange Basis 2019 2018 Summary of Operations Weighted average rate 109.03 110.28 Balance Sheet Year-end rate 108.83 110.26 Transactions with Fuji Xerox We have a Technology Agreement (TA) with Fuji Xerox whereby we receive royalty payments for their use of our Xerox brand trademark, as well as rights to access our patent portfolio in exchange for access to their patent portfolio. These payments are included in Services, maintenance and rentals revenues in the Consolidated Statements of Income. In January 2020, Fuji Xerox notified Xerox of its intention to terminate the TA on the agreement’s expiration date of March 31, 2021. The series of transactions entered into between Xerox and FH in November 2019, as disclosed in Note 6 - Divestitures, included an amendment to the TA that would allow Fuji Xerox continued use of the Xerox brand trademark for two years after the date of termination of the TA as it transitions to a new brand in exchange for an upfront prepaid fixed royalty of $ 100 . At this time, we expect Fuji Xerox to continue to use the Xerox brand trademark over the next two years subsequent to termination of the TA and, therefore, to make the upfront payment due under the amended agreement. Accordingly, we expect any potential entry by Xerox into the Fuji Xerox territory under the Xerox brand to be deferred to at least April 1, 2023. The product supply agreements with Fuji Xerox will continue to be effective despite the termination of the TA, and Fuji Xerox and Xerox will continue to operate as each other’s product supplier under existing purchase/supply agreements. Prior to the sale of our investment in Fuji Xerox, pricing of the transactions under these arrangements were based on terms the Company believed to be negotiated at arm's length. Our purchase commitments with Fuji Xerox are in the normal course of business and typically have a lead time of three months. In addition, we pay Fuji Xerox and they pay us for unique research and development costs. As disclosed in Note 6 - Divestitures, these agreements continue to be in effect after the sale of our Investment in Fuji Xerox. Transactions with Fuji Xerox were as follows: Year Ended December 31, 2020 2019 2018 Royalty revenue earned $ 88 $ 99 $ 96 Inventory purchases from Fuji Xerox 1,077 1,337 1,501 Inventory sales to Fuji Xerox 25 33 43 R&D payments received from Fuji Xerox 1 — 1 R&D payments paid to Fuji Xerox 5 4 8 As of December 31, 2020 and 2019, net amounts due to Fuji Xerox were $ 102 and $ 353 , respectively. Xerox 2020 Annual Report 110 Table of Contents Note 13 - Goodwill and Intangible Assets, Net Goodwill The following table presents the changes in the carrying amount of goodwill: Total Balance at December 31, 2017 $ 3,921 Foreign currency translation ( 63 ) Balance at December 31, 2018 $ 3,858 Foreign currency translation 28 Acquisitions 14 Balance at December 31, 2019 $ 3,900 Foreign currency translation 60 Acquisitions: U.K. Acquisitions 98 Canada Acquisition 10 Other 3 Balance at December 31, 2020 (1) $ 4,071 _____________ (1) Balance at December 31, 2020 includes $ 3 of Goodwill recorded by Xerox Holdings. Intangible Assets, Net Intangible assets, net were $ 237 at December 31, 2020. Intangible assets were comprised of the following: December 31, 2020 December 31, 2019 Weighted Average Amortization Gross Carrying Amount Accumulated Amortization Net Amount (1) Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 10 years $ 185 $ 74 $ 111 $ 140 $ 86 $ 54 Distribution network 25 years 123 103 20 123 99 24 Trademarks 19 years 235 138 97 258 146 112 Technology and non-compete 9 years 29 20 9 18 9 9 Total Intangible Assets $ 572 $ 335 $ 237 $ 539 $ 340 $ 199 _____________ (1) Balance at December 31, 2020 includes $ 8 of Intangible assets, net, related to existing technology, recorded by Xerox Holdings. Amortization expense related to intangible assets was $ 56 , $ 45 and $ 48 for the three years ended December 31, 2020, 2019 and 2018, respectively. Amortization expense in 2020 includes $ 11 related to write-offs of certain XBS trade names that were discontinued. Excluding the impact of future acquisitions, amortization expense is expected to approximate $ 39 in 2021, 2022 and 2023, $ 36 in 2024 and $ 31 in 2025. The decrease from 2024 to 2025 is related to the distribution network, which is expected to be fully amortized by 2025. Xerox 2020 Annual Report 111 Table of Contents Note 14 – Restructuring Programs We engage in restructuring actions, including Project Own It, as well as 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 or outsourcing of certain operations, services and other functions, as well as reducing our real estate footprint. Restructuring costs include employee severance and related costs, other contractual termination costs and asset impairments that may result from employee reductions, migration of facilities from higher-cost to lower-cost countries, and the consolidation of facilities within countries. In those geographies where we have either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan (on-going benefit arrangements), we recognize employee severance and related costs when they are both probable and reasonably estimable. In the event employees are required to perform future service beyond their minimum retention period, we record severance charges ratably over the remaining service period of those employees. Severance payments made under a one-time benefit arrangement are recorded upon communication to the affected employees. Contractual termination costs, including facility exit costs, are generally recognized when it has been determined that a liability has been incurred. Restructuring activities may include the disposal or abandonment of assets, including leased right-of-use assets, that require an acceleration of depreciation or an impairment charge reflecting the excess of an asset's book value over fair value or other recoveries. The recognition of restructuring costs requires that we make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned initiative. To the extent our actual results differ from our estimates and assumptions, we may be required to revise the estimated liabilities, requiring the recognition of additional restructuring costs or the reduction of liabilities already recognized. At the end of each reporting period, we evaluate the remaining accrued balances to ensure they are properly stated and the utilization of the reserves are for their intended purpose in accordance with developed exit plans. A summary of our restructuring program activity for the three years ended December 31, 2020, 2019 and 2018 is as follows: Severance and Related Costs Other Contractual Termination Costs (2) Asset Impairments (3)(4) Total Balance at December 31, 2017 $ 108 $ 1 $ — $ 109 Restructuring provision 175 14 — 189 Reversals of prior charges ( 33 ) — — ( 33 ) Net Current Period Charges (1) 142 14 — 156 Charges against reserve and currency ( 156 ) ( 14 ) — ( 170 ) Balance at December 31, 2018 $ 94 $ 1 $ — $ 95 Restructuring provision 81 19 61 161 Reversals of prior charges ( 24 ) ( 5 ) ( 5 ) ( 34 ) Net Current Period Charges (1) 57 14 56 127 Charges against reserve and currency ( 85 ) ( 11 ) ( 56 ) ( 152 ) Balance at December 31, 2019 $ 66 $ 4 $ — $ 70 Restructuring provision 107 3 6 116 Reversals of prior charges ( 21 ) ( 2 ) ( 6 ) ( 29 ) Net Current Period Charges (1) 86 1 — 87 Charges against reserve and currency ( 74 ) ( 1 ) — ( 75 ) Balance at December 31, 2020 $ 78 $ 4 $ — $ 82 _____________ (1) Represents net amount recognized within the Consolidated Statements of Income for the years shown for restructuring and asset impairment charges. (2) Primarily includes additional costs incurred upon the exit from our facilities including decommissioning costs and associated contractual termination costs. (3) Charges associated with asset impairments represent the write-down of the related assets to their new cost basis and are recorded concurrently with the recognition of the provision. (4) Amounts primarily relate to the exit and abandonment of leased and owned facilities. For the year ended December 31, 2020 and 2019, the charge includes the accelerated write-off of $ 4 and $ 39 , respectively, for leased right-of-use assets and $ 2 and $ 22 , respectively, for owned assets and are net of any potential sublease income or other recovery amounts . Xerox 2020 Annual Report 112 Table of Contents The following table summarizes the reconciliation to the Consolidated Statements of Cash Flows: Year Ended December 31, 2020 2019 2018 Charges against reserve and currency $ ( 75 ) $ ( 152 ) $ ( 170 ) Asset impairments — 56 — Effects of foreign currency and other non-cash items ( 6 ) 3 1 Restructuring Cash Payments $ ( 81 ) $ ( 93 ) $ ( 169 ) In connection with our restructuring programs, we also incurred certain related costs as follows: Year Ended December 31, 2020 2019 Retention related severance/bonuses (1) $ 4 $ 39 Contractual severance costs (2) ( 2 ) 43 Consulting and other costs (3) 4 20 $ 6 $ 102 _____________ (1) Includes retention related severance and bonuses for employees expected to continue working beyond their minimum retention period before termination. (2) 2019 costs include approximately $ 38 for estimated severance and other related costs we were contractually required to pay in connection with employees transferred (approximately 2,200 ) as part of the shared service arrangement entered into with HCL Technologies. (3) Represents professional support services associated with our business transformation initiatives. Cash payments for restructuring related costs were approximately $ 26 and $ 65 in 2020 and 2019, respectively, while the reserve was $ 21 and $ 37 at December 31, 2020 and 2019, respectively. The balance at December 31, 2020 is expected to be paid over the next twelve months. Xerox 2020 Annual Report 113 Table of Contents Note 15 - Supplementary Financial Information The components of Other assets and liabilities were as follows: December 31, 2020 2019 Other Current Assets Income taxes receivable $ 29 $ 27 Royalties, license fees and software maintenance 21 25 Restricted cash 23 — Prepaid expenses 31 29 Advances and deposits 34 30 Other 113 90 Total Other Current Assets $ 251 $ 201 Other Long-term Assets Income taxes receivable $ 7 $ 9 Prepaid pension costs 617 451 Internal use software, net 118 122 Restricted cash 43 55 Customer contract costs, net 158 176 Operating lease right-of-use asset 310 319 Deferred compensation plan investments 18 19 Investments in affiliates, at equity (1) 47 46 Other 137 141 Total Other Long-term Assets $ 1,455 $ 1,338 Accrued Expenses and Other Current Liabilities Income taxes payable $ 7 $ 7 Other taxes payable 68 79 Operating lease obligation 83 87 Financing lease obligation 2 2 Interest payable 56 38 Restructuring reserves 82 70 Restructuring related costs 21 37 Product warranties 5 6 Dividends payable (2) 59 66 Distributor and reseller rebates/commissions 123 167 Unearned income and other revenue deferrals 140 158 Administration and overhead 52 86 Other 142 181 Total Accrued Expenses and Other Current Liabilities (3) $ 840 $ 984 Other Long-term Liabilities Deferred taxes $ 35 $ 37 Income taxes payable 57 64 Operating lease obligation 250 260 Finance lease obligation 7 5 Environmental reserves 9 9 Restructuring reserves 2 — Other 137 137 Total Other Long-term Liabilities $ 497 $ 512 _____________ (1) Refer to Note 12 - Investments in Affiliates, at Equity for additional information. (2) Represents dividends payable by Xerox Holdings Corporation on Common and Preferred Stock. (3) Xerox's balance of $ 750 at December 31, 2020 excludes Interest Payable of $ 32 and Dividends Payable of $ 59 . Xerox's balance of $ 918 at December 31, 2019 excludes Dividends Payable of $ 66 . Xerox 2020 Annual Report 114 Table of Contents Cash, Cash Equivalents and Restricted Cash Restricted cash primarily relates to escrow cash deposits made in Brazil associated with ongoing litigation. As more fully discussed in Note 21 - 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 Consolidated Balance Sheets based on when the cash will be contractually or judicially released. Cash, cash equivalents and restricted cash amounts were as follows: December 31, 2020 2019 Cash and cash equivalents $ 2,625 $ 2,740 Restricted cash Litigation deposits in Brazil 42 55 Escrow and cash collections related to finance receivable sales (1) 22 — Other restricted cash 2 — Total Restricted Cash 66 55 Cash, cash equivalents and restricted cash $ 2,691 $ 2,795 __________________________ (1) Represents collections on finance receivables pledged for secured borrowings that will be remitted to lenders in the following month. Restricted cash was reported in the Consolidated Balance Sheets as follows: December 31, 2020 2019 Other current assets $ 23 $ — Other long-term assets 43 55 Total Restricted cash $ 66 $ 55 Pension and Other Benefit Liabilities December 31, 2020 2019 Pension liabilities (1) $ 1,474 $ 1,616 Accrued compensation liabilities 70 69 Deferred compensation liabilities (2) 22 22 Pension and other benefit liabilities $ 1,566 $ 1,707 __________________________ (1) Refer to Note 19 - Employee Benefit Plans for additional information regarding pension liabilities. (2) As of December 31, 2020 and 2019, includes amounts measured at fair value on a recurring basis of $ 17 and $ 18 , respectively. Refer to Note 18 - Fair Value of Financial Assets and Liabilities for additional information regarding deferred compensation liabilities. Summarized Cash Flow Information Summarized cash flow information is as follows: Year Ended December 31, 2020 2019 2018 Provision for receivables $ 116 $ 49 $ 40 Provision for inventory 31 24 30 Provision for product warranty 8 12 14 Depreciation of buildings and equipment 87 101 148 Depreciation and obsolescence of equipment on operating leases 183 225 249 Amortization of internal use software 42 59 81 Amortization of acquired intangible assets 56 45 48 Amortization of customer contract costs (1) 85 93 100 Cost of additions to land, buildings and equipment 44 41 55 Cost of additions to internal use software 30 24 35 Common stock dividends - Xerox Holdings 216 229 255 Preferred stock dividends - Xerox Holdings 14 14 14 Payments to noncontrolling interests 3 14 17 Repurchases related to stock-based compensation - Xerox Holdings 19 28 9 __________________________ (1) Amortization of customer contract costs is reported in Decrease (increase) in other current and long-term assets on the Consolidated Statements of Cash Flows. Refer to Note 2 - Revenue - Contract Costs for additional information. Xerox 2020 Annual Report 115 Table of Contents Note 16 – Debt Short-term borrowings were as follows: December 31, 2020 2019 Short-term debt and current portion of long-term debt Xerox Holdings Corporation $ — $ — Xerox Corporation — 1,049 Xerox - Other Subsidiaries (1) 394 — Total $ 394 $ 1,049 _____________ (1) Represents subsidiaries of Xerox Corporation. We classify our debt based on the contractual maturity dates of the underlying debt instruments or as of the earliest put date available to the debt holders. We defer costs associated with debt issuance over the applicable term, or to the first put date in the case of convertible debt or debt with a put feature. These costs are amortized as interest expense in our Consolidated Statements of Income. Long-term debt was as follows: December 31, Stated Rate Weighted Average Interest Rates at December 31, 2020 (1) 2020 2019 Xerox Holdings Corporation Senior Notes due 2025 5.00 % 4.95 % $ 750 $ — Senior Notes due 2028 5.50 % 5.40 % 750 — Subtotal - Xerox Holdings Corporation $ 1,500 $ — Xerox Corporation Senior Notes due 2020 $ — $ 313 Senior Notes due 2020 — 362 Senior Notes due 2020 — 376 Senior Notes due 2021 — 1,062 Senior Notes due 2022 4.07 % 4.07 % 300 300 Senior Notes due 2023 (2) 4.38 % 3.68 % 1,000 1,000 Senior Notes due 2024 3.80 % 3.84 % 300 300 Senior Notes due 2035 4.80 % 4.84 % 250 250 Senior Notes due 2039 6.75 % 6.78 % 350 350 Subtotal - Xerox Corporation $ 2,200 $ 4,313 Xerox - Other Subsidiaries (3) Secured Borrowing - July 2020 1.76 % 1.73 % $ 267 $ — Secured Borrowing - December 2020 1.74 % 1.76 % 500 — Subtotal - Xerox - Other Subsidiaries $ 767 $ — Principal debt balance $ 4,467 $ 4,313 Xerox Holdings Corporation - Debt issuance costs ( 13 ) — Xerox Corporation - Debt issuance costs ( 11 ) ( 17 ) Xerox - Other subsidiaries - Debt issuance costs ( 3 ) — Subtotal - Debt issuance costs ( 27 ) ( 17 ) Unamortized premium (discount) 3 ( 16 ) Fair value adjustments (4) Terminated swaps 1 1 Current swaps — 1 Less: current maturities ( 394 ) ( 1,049 ) Total Long-term Debt $ 4,050 $ 3,233 _____________ (1) Represents the weighted average effective interest rate, which includes the effect of discounts and premiums on issued debt. (2) As a result of the downgrade of our debt ratings in December 2018, the original coupon rate of 3.625 % increased by 0.50 % to 4.125 % effective March 15, 2019. As a result of the downgrade of our debt ratings in August 2020, the coupon rate of 4.125 % increased by 0.25 % to 4.375 % effective September 15, 2020. (3) The rates disclosed for Other Subsidiaries of Xerox Corporation are variable interest rates. Refer to the Secured Borrowings and Collateral section below for additional information. (4) Fair value adjustments include the following: (i) fair value adjustments to debt associated with terminated interest rate swaps, which are being amortized to interest expense over the remaining term of the related notes; and (ii) changes in fair value of hedged debt obligations attributable to movements in benchmark interest rates. Hedge accounting requires hedged debt instruments to be reported inclusive of any fair value adjustment. Xerox 2020 Annual Report 116 Table of Contents Scheduled principal payments due on our long-term debt for the next five years and thereafter are as follows: 2021 (1) 2022 2023 2024 2025 Thereafter Total Xerox Holdings Corporation $ — $ — $ — $ — $ 750 $ 750 $ 1,500 Xerox Corporation — 300 1,000 300 — 600 2,200 Xerox - Other Subsidiaries (2) 395 291 81 — — — 767 Total $ 395 $ 591 $ 1,081 $ 300 $ 750 $ 1,350 $ 4,467 _____________ (1) Current portion of long-term debt maturities for 2021 are $ 96 , $ 107 , $ 100 and $ 92 for the first, second, third and fourth quarters, respectively. (2) Represents subsidiaries of Xerox Corporation. Senior Notes In August 2020, Xerox Holdings Corporation issued $ 550 of 5.00 % Senior Notes due August 2025 (the "2025 Senior Notes") at par and $ 550 of 5.50 % Senior Notes due August 2028 (the "2028 Senior Notes") at par resulting in aggregate net proceeds (after fees and expenses) of approximately $ 1,089 . On August 24, 2020, Xerox Holdings Corporation issued an additional $ 200 of the 2025 Senior Notes at 100.75 % of par and an additional $ 200 of the 2028 Senior Notes at 102.50 % of par resulting in additional aggregate net proceeds (after premium, fees and expenses) of approximately $ 405 for total aggregate net proceeds from both issuances of approximately $ 1,494 . The Notes are fully and unconditionally guaranteed by Xerox Corporation. In addition, the notes and the related guarantees were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and have not been registered for sale under the Securities Act or any state securities laws. Interest on the 2025 and 2028 Senior Notes is payable semi-annually. Debt issuance costs of approximately $ 13 were paid and deferred in connection with the issuance of the 2025 and 2028 Senior Notes and will be amortized over the term of the Senior Notes. The net debt proceeds were contributed by Xerox Holdings Corporation to Xerox Corporation and used to repay $ 362 aggregate principal amount of 3.50 % Senior Notes of Xerox Corporation and $ 376 aggregate principal amount of 2.75 % Senior Notes of Xerox Corporation, which were both due to mature in third quarter 2020. Xerox Corporation also used the balance of the net proceeds to repay in October 2020 $ 750 of the 4.50 % Senior Notes due in May 2021. (Refer to the section Early Extinguishment of Senior Notes below for additional information regarding the repayment of the Senior Notes due May 2021, as well as the Xerox Statement of Shareholder's Equity for additional information regarding the contribution received from Xerox Holdings Corporation). Early Extinguishment of Senior Notes In October 2020, we completed the early redemption of $ 750 of the $ 1,062 of Xerox Corporation 4.50 % Senior Notes due May 2021, for $ 769 in cash consideration, which included a redemption premium of $ 19 . The early redemption resulted in a net loss of $ 18 (which included the write-off of debt carrying value adjustments). In December 2020, we completed the early redemption of the remaining $ 312 of Xerox Corporation 4.50 % Senior Notes due May 2021, for $ 317 in cash consideration, which included a redemption premium of $ 5 . The early redemption resulted in a net loss of $ 8 (which included the write-off of debt carrying value adjustments). Credit Facility We have a $ 1.8 billion unsecured revolving Credit Facility with a group of lenders, which matures in August 2022. The Credit Facility includes a $ 250 letter of credit sub-facility as well as an accordion feature that allows us to increase (from time to time, with willing lenders) the overall size of the facility by $ 750 . We also have the right to request a one year extension on any anniversary of the restated amendment date. Proceeds from any borrowings under the Credit Facility can be used to provide working capital for the Company and its subsidiaries and for general corporate purposes. The Credit Facility is available, without sublimit, to certain of our qualifying subsidiaries. Our obligations under the Credit Facility are unsecured and are not currently guaranteed by any of our subsidiaries. Any borrowings under the Credit Facility by Xerox Corporation will be guaranteed by Xerox Holdings Corporation. Any domestic subsidiary that guarantees more than $ 100 of Xerox Corporation debt must also guaranty our obligations under the Credit Facility. In the event that any of our subsidiaries borrows under the Credit Facility, its borrowings thereunder would be guaranteed by us. At December 31, 2020 and 2019, we had no outstanding borrowings or letters of credit under the amended and restated Credit Facility. On July 31, 2020, Xerox and Xerox Holdings entered into Amendment No. 3 to the Credit Facility, which modified the financial covenants to require that, during a specified covenant modification period (which begins on the effective date of the Amendment and ends on the earlier of (1) December 31, 2021 and (2) the date on which Xerox Xerox 2020 Annual Report 117 Table of Contents delivers a written notice to the Administrative Agent electing to end such period (the Covenant Modification Period), Xerox must maintain unrestricted cash (as defined in the Amendment) in an amount not less than $ 1.0 billion. Further, the Amendment relaxed the financial maintenance leverage covenant in the Credit Agreement by requiring that, during the Covenant Modification Period, Xerox maintain a ratio of net debt for borrowed money to consolidated EBITDA of not greater than 4.25 x (with a cap on cash netting of $ 1.75 billion), in lieu of the 4.25x total debt for borrowed money to consolidated EBITDA ratio requirement applicable prior to the Amendment. Borrowings under the Credit Facility bear interest at our choice, at either (a) a Base Rate as defined in the Credit Facility agreement, plus a spread that varies between 0.000 % and 0.700 % depending on our credit rating at the time of borrowing, or (b) LIBOR plus an all-in spread that varies between 1.000 % and 1.700 % depending on our credit rating at the time of borrowing. Based on our credit rating as of December 31, 2020, the applicable all-in spreads for the Base Rate and LIBOR borrowing were 0.375 % and 1.375 %, respectively. An annual facility fee is payable to each lender in the Credit Facility at a rate that varies between 0.125 % and 0.300 % depending on our credit rating. Based on our credit rating as of December 31, 2020 the applicable rate is 0.25 %. The Credit Facility contains various conditions to borrowing and affirmative, negative and financial maintenance covenants. Certain of the more significant covenants are summarized below: (a) Minimum Unrestricted Cash during the Covenant Modification Period, at all times, maintain Unrestricted Cash (as defined in the amended and restated Credit Facility) in an amount not less than $1,000. (b) Maximum leverage ratio during the Covenant Modification Period (a quarterly test that is calculated as net debt for borrowed money divided by consolidated EBITDA, both as defined in the amended and restated Credit Facility - with a cap on cash netting of $ 1.75 billion) of 4.25 x. This temporarily replaces the maximum leverage ratio (a quarterly test that is calculated as debt for borrowed money divided by consolidated EBITDA, both as defined in the amended and restated Credit Facility) of 4.25x . (c) Minimum interest coverage ratio (a quarterly test that is calculated as consolidated EBITDA divided by consolidated interest expense, both as defined in the amended and restated Credit Facility) may not be less than 3.00x . (d) Limitations on (i) liens securing debt, (ii) mergers, consolidations and liquidations, (iii) limitations on debt incurred by certain subsidiaries, (iv) sale of all or substantially all our assets, (v) payment restrictions affecting subsidiaries, (vi) non-arm's length transactions with affiliates, (vii) change in nature of business, (viii) actions that may violate OFAC and anti-corruption laws. The Credit Facility contains various events of default, the occurrence of which could result in termination of the lenders' commitments to lend and the acceleration of all our obligations under the amended and restated Credit Facility. These events of default include, without limitation: (i) payment defaults, (ii) breaches of covenants under the amended and restated Credit Facility (certain of which breaches do not have any grace period), (iii) cross-defaults and acceleration to certain of our other obligations and (iv) a change of control of Xerox Holdings. Secured Borrowings and Collateral In July 2020, we entered into a secured loan agreement with a financial institution where we sold $ 355 of U.S. based finance receivables and the rights to payments under operating leases with an equipment net book value of $ 10 to a special purpose entity (SPE). The purchase by the SPE was funded through an amortizing secured loan to the SPE from the financial institution of $ 340 . The debt has a variable interest rate based on LIBOR plus a spread and an expected life of less than three years with half projected to be repaid within the first year based on collections of the underlying portfolio of receivables. We also entered into an interest rate hedge agreement to cap LIBOR over the life of the loan. The proceeds from this debt replenished the cash used in May 2020 to repay the $ 313 aggregate principal amount of 2.80 % Senior Notes due 2020 of Xerox Corporation. In December 2020, we entered into a second secured loan agreement with a financial institution where we sold $ 610 of U.S. based finance receivables to an SPE. The purchase by the SPE was funded through an amortizing secured loan to the SPE from the financial institution of $ 500 . The debt has a variable interest rate based on the financial institution's cost of funds plus a spread and an expected life of approximately 2.5 years with half projected to be repaid within the first year based on collections of the underlying portfolio of receivables. A portion of the proceeds from this debt was used to repay the remaining $ 312 principal amount of 4.50 % Senior Notes due May 2021 of Xerox Corporation (see Early Extinguishment of Senior Notes above for additional information). 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 consolidate the SPEs since we have both the power to direct the activities that most significantly impact the SPEs' Xerox 2020 Annual Report 118 Table of Contents economic performance through our role as servicer of all the receivables held by the SPEs, and the obligation through variable interests in the SPEs to absorb losses or receive benefits that could potentially be significant to the SPEs. 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. Below are the assets and liabilities held by the consolidated SPEs, which are included in our Consolidated Balance Sheet: December 31, 2020 Assets held by SPEs Billed portion of finance receivables, net $ 28 Finance receivables, net 350 Finance receivables due after one year, net 510 Equipment on operating leases, net 8 Restricted cash (1) 22 Total Assets $ 918 Liabilities held by SPEs Current portion of long-term debt, net (2) $ 394 Long term debt, net (3) 370 Total Liabilities $ 764 ____________ _ (1) Restricted cash is included in Other current assets in our Consolidated Balance Sheet. (2) Amounts net of unamortized debt issuance costs of $ 1 . (3) Amounts net of unamortized debt issuance costs of $ 2 . Interest Interest paid on our short-term and long-term debt amounted to $ 181 , $ 221 and $ 231 for the years ended December 31, 2020, 2019 and 2018, respectively. Interest expense and interest income was as follows: Year Ended December 31, 2020 2019 2018 Interest expense (1) (2) $ 215 $ 236 $ 244 Interest income (3) 240 260 283 _____________ (1) Includes Equipment financing interest expense, as well as non-financing interest expense included in Other expenses, net in the Consolidated Statements of Income. (2) 2020 Interest expense for Xerox Corporation includes $ 32 of interest paid to Xerox Holdings Corporation as reimbursement for the interest expense incurred on the Xerox Holdings Corporation Senior Notes as the net proceeds from those notes were contributed in full to Xerox Corporation and used to repay existing debt of Xerox. (3) Includes Finance income, as well as other interest income that is included in Other expenses, net in the Consolidated Statements of Income. Equipment financing interest is determined based on an estimated cost of funds, applied against the estimated level of debt required to support our net finance receivables. The estimated cost of funds is based on the interest cost associated with actual borrowings determined to be in support of the leasing business. The estimated level of debt continues to be based on an assumed 7 to 1 leverage ratio of debt/equity as compared to our average finance receivable balance during the applicable period. Xerox 2020 Annual Report 119 Table of Contents Note 17 – Financial Instruments We are exposed to market risk from changes in 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. These derivative financial instruments are utilized 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 do not believe there is significant risk of loss in the event of non-performance by the counterparties associated with our derivative instruments because these transactions are executed with a diversified group of major financial institutions. Further, our policy is to deal only with counterparties having a minimum investment grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties. 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. Fair Value Hedges In 2020 we terminated our remaining pay variable/receive fixed interest rate swaps with the notional amount of $ 200 and net asset fair value of $ 4 prior to termination. In 2019, we terminated an interest rate swap with a notional amount of $ 100 and an immaterial net asset fair value. In both instances, the swaps had been designated and accounted for as fair value hedges prior to termination. The swaps were structured to hedge the fair value of related debt by converting them from fixed rate instruments to variable rate instruments. Prior to termination no ineffective portion was recorded to earnings for the years ended December 31, 2020, 2019 and 2018. The corresponding net fair value adjustment to the hedged debt of $( 4 ) will be recognized in earnings concurrently with the remaining term of the related debt, which may include early extinguishment. During the period from 2004 to 2011, we also early terminated several interest rate swaps that were designated as fair value hedges of certain debt instruments. The associated net fair value adjustments to the debt instruments for these terminated swaps were likewise recognized in earnings concurrently with the remaining term of the related debt, which may include early extinguishment. The remaining unamortized debt fair value adjustment associated with all terminated swaps was $ 1 and $ 1 at December 31, 2020 and 2019, respectively. In 2020, 2019 and 2018, the amortization of these fair value adjustments reduced interest expense by $ 2 , $ 1 and $ 3 , respectively, and the loss on early extinguishment of debt in 2020 by $ 2 . 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 December 31, 2020, we had outstanding forward exchange and purchased option contracts with gross notional values of $ 1,161 , with terms of less than 12 months. At December 31, 2020, approximately 81 % of these contracts mature within three months, 9 % in three to six months and 10 % in six to twelve months. The associated exposures being hedged at December 31, 2020 were higher by 6.4 %, as compared to December 31, 2019. There has not been any material changes in our hedging strategy during 2020. Xerox 2020 Annual Report 120 Table of Contents The following is a summary of the primary hedging positions and corresponding fair values as of December 31, 2020: Currencies Hedged (Buy/Sell) Gross Notional Value Fair Value Asset (1) Japanese Yen/U.S. Dollar $ 398 $ 6 Euro/U.K. Pound Sterling 237 — Japanese Yen/Euro 186 ( 2 ) U.S. Dollar/Euro 90 ( 1 ) U.S. Dollar/Canadian Dollar 46 ( 1 ) Euro/U.S. Dollar 46 — U.K. Pound Sterling/Euro 37 — U.S. Dollar/Japanese Yen 31 — Euro/Danish Krone 21 — U.S. Dollar/Russian Ruble 15 — U.S. Dollar/Israeli Shekel 9 — U.S. Dollar/Brazilian Real 9 — Euro/Norwegian Kroner 4 — All Other 32 — Total Foreign exchange hedging $ 1,161 $ 2 ____________ (1) Represents the net receivable (payable) amount included in the Consolidated Balance Sheet at December 31, 2020. 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 Consolidated Statements of 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. The net asset (liability) fair value of these contracts were $ 2 and $( 4 ) as of December 31, 2020 and 2019, respectively. Summary of Derivative Instruments Fair Value The following table provides a summary of the fair value amounts of our derivative instruments: December 31, Designation of Derivatives Balance Sheet Location 2020 2019 Derivatives Designated as Hedging Instruments Foreign exchange contracts – forwards Other current assets $ 3 $ 1 Accrued expenses and other current liabilities ( 2 ) ( 5 ) Foreign currency options Other current assets 1 — Interest rate swaps Other long-term assets — 1 Net Designated Derivative Asset (Liability) $ 2 $ ( 3 ) Derivatives NOT Designated as Hedging Instruments Foreign exchange contracts – forwards Other current assets $ 3 $ 1 Accrued expenses and other current liabilities ( 3 ) ( 3 ) Net Undesignated Derivative Liability $ — $ ( 2 ) Summary of Derivatives Total Derivative Assets $ 7 $ 3 Total Derivative Liabilities ( 5 ) ( 8 ) Net Derivative Asset (Liability) $ 2 $ ( 5 ) Xerox 2020 Annual Report 121 Table of Contents 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 and (losses). Designated Derivative Instruments Gains (Losses) The following tables provide a summary of gains (losses) on derivative instruments: Year Ended December 31, Derivatives in Fair Value Relationships Location of Gain (Loss) Recognized in Income Derivative (Loss) Gain Recognized in Income Hedged Item Gain (Loss) Recognized in Income 2020 2019 2018 2020 2019 2018 Interest rate contracts Interest expense $ ( 1 ) $ 4 $ ( 3 ) $ 1 $ ( 4 ) $ 3 Year Ended December 31, Derivatives in Cash Flow Hedging Relationships Derivative Gain Recognized in OCI (Effective Portion) Location of Derivative Gain (Loss) Reclassified from AOCI into Income (Effective Portion) (Loss) Gain Reclassified from AOCI to Income (Effective Portion) 2020 2019 2018 2020 2019 2018 Foreign exchange contracts – forwards/options $ 4 $ 2 $ 9 Cost of sales $ ( 1 ) $ 9 $ ( 14 ) For the three years ended December 31, 2020, 2019 and 2018 no amount of ineffectiveness was recorded in the Consolidated Statements of Income for these designated cash flow hedges. 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. At December 31, 2020, a net after-tax gain of $ 2 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 (losses) on non-designated derivative instruments: Year Ended December 31, Derivatives NOT Designated as Hedging Instruments Location of Derivative Gain (Loss) 2020 2019 2018 Foreign exchange contracts – forwards Other expense – Currency gains (losses), net $ 14 $ ( 6 ) $ 21 For the three years ended December 31, 2020, 2019 and 2018, we recorded Currency losses, net of $ 3 , $ 7 and $ 5 , 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 2020 Annual Report 122 Table of Contents Note 18 – Fair Value of Financial Assets and Liabilities The following table represents assets and liabilities' fair value measured on a recurring basis. The basis for the measurement at fair value in all cases is Level 2 – Significant Other Observable Inputs. As of December 31, 2020 2019 Assets Foreign exchange contracts - forwards $ 6 $ 2 Foreign currency options 1 — Interest rate swaps — 1 Deferred compensation investments in mutual funds 18 19 Total $ 25 $ 22 Liabilities Foreign exchange contracts - forwards $ 5 $ 8 Deferred compensation plan liabilities 17 18 Total $ 22 $ 26 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: December 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 2,625 $ 2,625 $ 2,740 $ 2,740 Accounts receivable, net 883 883 1,236 1,236 Short-term debt and current portion of long-term debt 394 396 1,049 1,054 Long-term debt Xerox Holdings Corporation $ 1,493 $ 1,596 $ — $ — Xerox Corporation 2,187 2,298 3,233 3,331 Xerox - Other Subsidiaries (1) 370 372 — — Total Long-term debt $ 4,050 $ 4,266 $ 3,233 $ 3,331 _____________ (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 2020 Annual Report 123 Table of Contents Note 19 – Employee Benefit Plans We sponsor numerous defined benefit and defined contribution pension and other post-retirement benefit plans, primarily retiree health care, in our domestic and international operations. December 31 is the measurement date for all of our post-retirement benefit plans. Where legally possible, we have amended our major defined benefit pension plans to freeze current benefits and eliminate benefit accruals for future service, including our primary U.S. defined benefit plan for salaried employees, the Canadian Salary Pension Plan and the U.K. Final Salary Pension Plan. In certain Non-U.S. plans, we are required to continue to consider salary increases and inflation in determining the benefit obligation related to prior service. Our pension plan in the Netherlands was changed to a Collective Defined Contribution (CDC) plan. From a Company risk perspective, this plan operates just like a defined contribution plan as the company is only responsible for a contribution for annual benefit accruals under 5-year agreements. Although the Company's risk has been mitigated, under U.S. GAAP this plan doesn’t meet the definition of a defined contribution plan and therefore is accounted for as a defined benefit plan. Prior to the freeze of current benefits, most of our defined benefit pension plans generally provided employees a benefit, depending on eligibility, calculated under a highest average pay and years of service formula. Our primary domestic defined benefit pension plans provided a benefit at the greater of (i) the highest average pay and years of service formula, (ii) the benefit calculated under a formula that provides for the accumulation of salary and interest credits during an employee's work life or (iii) the individual account balance from the Company's prior defined contribution plan (Transitional Retirement Account or TRA). Pension plan assets consist of both defined benefit plan assets and assets legally restricted to the TRA accounts. The combined investment results for our primary domestic plans, along with the results for our other defined benefit plans, are shown below in the “actual return on plan assets” caption. To the extent that investment results relate to TRA assets, such results are charged directly to these accounts as a component of interest cost. Xerox 2020 Annual Report 124 Table of Contents Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health 2020 2019 2020 2019 2020 2019 Change in Benefit Obligation: Benefit obligation, January 1 $ 3,598 $ 3,234 $ 6,492 $ 6,007 $ 385 $ 385 Service cost 2 2 20 22 2 2 Interest cost 196 218 113 153 12 15 Plan participants' contributions — — 3 3 10 10 Actuarial loss 240 564 439 472 4 8 Currency exchange rate changes — — 374 114 3 5 Plan Amendments/Curtailments — — 2 ( 2 ) ( 11 ) — Benefits paid/settlements ( 289 ) ( 420 ) ( 284 ) ( 270 ) ( 35 ) ( 40 ) Other — — — ( 7 ) — — Benefit Obligation, December 31 $ 3,747 $ 3,598 $ 7,159 $ 6,492 $ 370 $ 385 Change in Plan Assets: Fair value of plan assets, January 1 $ 2,493 $ 2,358 $ 6,385 $ 5,729 $ — $ — Actual return on plan assets 563 529 637 680 — — Employer contributions 35 26 104 115 25 30 Plan participants' contributions — — 3 3 10 10 Currency exchange rate changes — — 354 135 — — Benefits paid/settlements ( 289 ) ( 420 ) ( 284 ) ( 270 ) ( 35 ) ( 40 ) Other — — — ( 7 ) — — Fair Value of Plan Assets, December 31 $ 2,802 $ 2,493 $ 7,199 $ 6,385 $ — $ — Net Funded Status at December 31 (1) $ ( 945 ) $ ( 1,105 ) $ 40 $ ( 107 ) $ ( 370 ) $ ( 385 ) Amounts Recognized in the Consolidated Balance Sheets: Other long-term assets $ — $ — $ 617 $ 451 $ — $ — Accrued compensation and benefit costs ( 24 ) ( 25 ) ( 24 ) ( 22 ) ( 30 ) ( 33 ) Pension and other benefit liabilities ( 921 ) ( 1,080 ) ( 553 ) ( 536 ) — — Post-retirement medical benefits — — — — ( 340 ) ( 352 ) Net Amounts Recognized $ ( 945 ) $ ( 1,105 ) $ 40 $ ( 107 ) $ ( 370 ) $ ( 385 ) Accumulated Benefit Obligation $ 3,747 $ 3,598 $ 7,018 $ 6,326 _____________ (1) Includes under-funded and unfunded plans. Benefit plans pre-tax amounts recognized in AOCL at December 31: Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health 2020 2019 2020 2019 2020 2019 Net actuarial loss (gain) $ 874 $ 1,059 $ 1,471 $ 1,462 $ ( 23 ) $ ( 29 ) Prior service (credit) cost ( 1 ) ( 3 ) 27 22 ( 99 ) ( 164 ) Total Pre-tax loss (gain) $ 873 $ 1,056 $ 1,498 $ 1,484 $ ( 122 ) $ ( 193 ) Xerox 2020 Annual Report 125 Table of Contents Aggregate information for pension plans with an Accumulated benefit obligation in excess of plan assets is presented below. Information for Retiree Health plans with an accumulated post-retirement benefit obligation in excess of plan assets has been disclosed in the preceding table on Benefit obligations and Net funded status as all Retiree Health plans are unfunded. December 31, 2020 December 31, 2019 Accumulated Benefit Obligation Fair Value of Plan Assets Accumulated Benefit Obligation Fair Value of Plan Assets Underfunded Plans: U.S. $ 3,408 $ 2,802 $ 3,261 $ 2,493 Non U.S. 921 873 767 697 Unfunded Plans: U.S. $ 339 $ — $ 337 $ — Non U.S. 502 — 469 — Total Underfunded and Unfunded Plans: U.S. $ 3,747 $ 2,802 $ 3,598 $ 2,493 Non U.S. 1,423 873 1,236 697 Total $ 5,170 $ 3,675 $ 4,834 $ 3,190 Aggregate information for pension plans with a benefit obligation in excess of plan assets is presented below: December 31, 2020 December 31, 2019 Benefit Obligation Fair Value of Plan Assets Benefit Obligation Fair Value of Plan Assets Underfunded Plans: U.S. $ 3,408 $ 2,802 $ 3,261 $ 2,493 Non U.S. 942 873 780 697 Unfunded Plans: U.S. $ 339 $ — $ 337 $ — Non U.S. 512 — 479 — Total Underfunded and Unfunded Plans: U.S. $ 3,747 $ 2,802 $ 3,598 $ 2,493 Non U.S. 1,454 873 1,259 697 Total $ 5,201 $ 3,675 $ 4,857 $ 3,190 Our pension plan assets and benefit obligations at December 31, 2020 were as follows: Fair Value of Pension Plan Assets Pension Benefit Obligations Net Funded Status U.S. funded $ 2,802 $ 3,408 $ ( 606 ) U.S. unfunded — 339 ( 339 ) Total U.S. 2,802 3,747 ( 945 ) U.K. 4,707 4,218 489 Netherlands 1,266 1,226 40 Canada 794 797 ( 3 ) Germany — 395 ( 395 ) Other 432 523 ( 91 ) Total $ 10,001 $ 10,906 $ ( 905 ) Xerox 2020 Annual Report 126 Table of Contents The components of Net periodic benefit cost and other changes in plan assets and benefit obligations were as follows: Year Ended December 31, Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health 2020 2019 2018 2020 2019 2018 2020 2019 2018 Components of Net Periodic Benefit Costs: Service cost $ 2 $ 2 $ 2 $ 20 $ 22 $ 27 $ 2 $ 2 $ 4 Interest cost (1) 196 218 63 113 153 149 12 15 23 Expected return on plan assets (2) ( 217 ) ( 210 ) ( 67 ) ( 191 ) ( 233 ) ( 244 ) — — — Recognized net actuarial loss (gain) 27 24 22 58 43 56 ( 1 ) ( 5 ) — Amortization of prior service credit ( 2 ) ( 2 ) ( 2 ) ( 1 ) ( 2 ) ( 4 ) ( 76 ) ( 77 ) ( 19 ) Recognized settlement loss 53 93 173 1 1 1 — — — Recognized curtailment gain — — — ( 1 ) — ( 1 ) — — — Defined Benefit Plans 59 125 191 ( 1 ) ( 16 ) ( 16 ) ( 63 ) ( 65 ) 8 Defined contribution plans 1 26 37 18 23 29 n/a n/a n/a Net Periodic Benefit Cost (Credit) 60 151 228 17 7 13 ( 63 ) ( 65 ) 8 Other changes in plan assets and benefit obligations recognized in Other Comprehensive Income (Loss): Net actuarial (gain) loss (3) ( 105 ) 243 ( 50 ) ( 9 ) 24 33 4 8 ( 63 ) Prior service cost (credit) — — — 4 — 41 ( 11 ) — ( 234 ) Amortization of net actuarial (loss) gain ( 80 ) ( 117 ) ( 195 ) ( 59 ) ( 44 ) ( 57 ) 1 5 — Amortization of net prior service credit 2 2 2 1 2 4 76 77 19 Curtailment gain — — — 1 — 1 — — — Total Recognized in Other Comprehensive Income (Loss) (4) ( 183 ) 128 ( 243 ) ( 62 ) ( 18 ) 22 70 90 ( 278 ) Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income (Loss) $ ( 123 ) $ 279 $ ( 15 ) $ ( 45 ) $ ( 11 ) $ 35 $ 7 $ 25 $ ( 270 ) _____________ (1) Interest cost for Pension Benefits includes interest expense on non-TRA obligations of $ 184 , $ 243 and $ 258 and interest expense (income) directly allocated to TRA participant accounts of $ 125 , $ 128 and $( 46 ) for the years ended December 31, 2020, 2019 and 2018, respectively. (2) Expected return on plan assets includes expected investment income on non-TRA assets of $ 283 , $ 315 and $ 357 and actual investment income (loss) on TRA assets of $ 125 , $ 128 and $( 46 ) for the years ended December 31, 2020, 2019 and 2018, respectively. (3) The non-U.S. plans Net actuarial (gain) loss for 2018 reflects an out-of-period adjustment in third quarter 2018 of $( 53 ) to correct an overstated benefit obligation for our U.K. Final Salary Pension Plan at December 31, 2017. Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies for additional information regarding this adjustment. (4) Amounts represent the pre-tax effect included in Other comprehensive income (loss). Refer to Note 25 - Other Comprehensive Income (Loss) for the related tax effects and the net of tax amounts. Plan Amendments Pension: In October 2018, the High Court of Justice in the United Kingdom (the High Court) ruled that Lloyds Bank PLC was required to equalize benefits payable to men and women under its U.K. defined benefit pension plans by amending those plans to increase the pension benefits payable to participants that accrued such benefits during the period from 1990 to 1997. The inequalities arose from statutory differences in the retirement ages and rates of accrual of benefits for men and women related to Guaranteed Minimum Pension (GMP) benefits that are included in U.K. defined benefit pension plans. Based on the above ruling, we currently estimate the cost of equalization under the minimum cost approach permitted by the High Court’s ruling to be approximately 1.2 % of our U.K. defined benefit plan obligation at December 31, 2018 or approximately GBP 33 million (approximately USD $ 42 ). This increase in the benefit obligation was recorded as a plan amendment in 2018. In November 2020, the High Court made another ruling in this matter related to benefit transfers out of the plan prior to the date of the 2018 ruling, which increased our estimated cost of equalization by a further GBP 3 million (approximately USD $ 4 ). Consistent with our approach to the estimate in 2018, the increase in the benefit obligation was recorded as a plan amendment in 2020 and together with the 2018 adjustment will be amortized to future net periodic benefit costs as a prior service cost (total approximately USD $ 2 per year covering both adjustments). Xerox 2020 Annual Report 127 Table of Contents The aggregate amount recorded for this matter continues to reflect our best estimate of the impact from these rulings. However, several significant uncertainties remain and therefore our estimate is subject to future change and adjustment. In particular, the cost is very sensitive to i) the method of GMP equalization; ii) actuarial assumptions and market conditions; iii) the benefit structure of our plan and operational practices; and iv) the demographic profile of our plan. In addition, we are continuing to evaluate the acceptable methodologies that the High Court has determined, and we still need to agree upon the appropriate methodology with our plan trustees. Retiree Health Plans: In October 2020, we reduced the level of Company cost sharing for retiree health care benefits provided to certain existing non-union retirees. This change to our U.S. Retiree Health Plan is effective January 1, 2021. The change in cost sharing is considered a negative plan amendment resulting in a reduction in the postretirement benefit obligation of $ 11 . The amount for the plan amendment will be amortized to future net periodic benefit costs as a prior service credit. In December 2018, we amended our Canadian Retiree Health Plan to eliminate coverage for certain future and existing retirees. This negative plan amendment resulted in a reduction in the postretirement benefit obligation of $ 19 , which is being amortized to future net periodic benefit costs as a prior service credit. In October 2018, we amended our U.S. Retiree Health Plan effective January 1, 2019, to reduce certain benefits for existing non-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 in the postretirement benefit obligation of $ 283 , which consisted of $ 216 for the plan amendment and an actuarial gain of $ 67 related to the required plan remeasurement upon amendment. The amount for the plan amendment is being amortized to future net periodic benefit costs as a prior service credit. Plan Assets Current Allocation As of the 2020 and 2019 measurement dates, the global pension plan assets were $ 10,001 and $ 8,878 , respectively. These assets were invested among several asset classes. The following tables present the defined benefit plans assets measured at fair value and the basis for that measurement. December 31, 2020 U.S. Plans Non-U.S. Plans Asset Class Level 1 Level 2 Level 3 Assets measured at NAV (1) Total Level 1 Level 2 Level 3 Assets measured at NAV (1) Total Cash and cash equivalents $ 17 $ — $ — $ — $ 17 $ 401 $ — $ — $ — $ 401 Equity Securities: U.S. 224 — — 39 263 178 56 — — 234 International 243 — — 204 447 559 321 — 151 1,031 Fixed Income Securities: U.S. treasury securities — 325 — — 325 — 77 — — 77 Debt security issued by government agency — 78 — — 78 — 2,026 — — 2,026 Corporate bonds — 1,252 — — 1,252 — 921 — — 921 Derivatives — 11 — — 11 — 488 — — 488 Real estate — — 31 10 41 — — 208 108 316 Private equity/venture capital — — — 209 209 — — 3 1,557 1,560 Guaranteed insurance contracts — — — — — — — 86 — 86 Other (2)(3) 7 — — 152 159 21 38 — — 59 Total Fair Value of Plan Assets $ 491 $ 1,666 $ 31 $ 614 $ 2,802 $ 1,159 $ 3,927 $ 297 $ 1,816 $ 7,199 _____________ (1) Certain assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. (2) Other NAV includes mutual funds of $ 73 (measured at NAV) which are invested approximately 70 % in fixed income securities and approximately 30 % in equity securities. (3) Other Level 1 includes net non-financial assets of $ 7 U.S. and $ 21 Non-U.S., respectively, such as due to/from broker, interest receivables and accrued expenses. Xerox 2020 Annual Report 128 Table of Contents December 31, 2019 U.S. Plans Non-U.S. Plans Asset Class Level 1 Level 2 Level 3 Assets measured at NAV (1) Total Level 1 Level 2 Level 3 Assets measured at NAV (1) Total Cash and cash equivalents $ 9 $ — $ — $ — $ 9 $ 421 $ — $ — $ — $ 421 Equity Securities: U.S. 182 — — 39 221 132 52 — — 184 International 193 — — 191 384 462 302 — 118 882 Fixed Income Securities: U.S. treasury securities — 316 — — 316 — 47 — — 47 Debt security issued by government agency — 67 — — 67 — 1,825 — — 1,825 Corporate bonds — 1,119 — — 1,119 — 841 — — 841 Derivatives — 45 — — 45 — 186 — — 186 Real estate — — 5 10 15 — — 219 116 335 Private equity/venture capital — — — 199 199 — — 5 1,527 1,532 Guaranteed insurance contracts — — — — — — — 90 — 90 Other (2)(3) ( 36 ) — — 154 118 11 31 — — 42 Total Fair Value of Plan Assets $ 348 $ 1,547 $ 5 $ 593 $ 2,493 $ 1,026 $ 3,284 $ 314 $ 1,761 $ 6,385 _____________ (1) Certain assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. (2) Other NAV includes mutual funds of $ 76 (measured at NAV) which are invested approximately 75 % in fixed income securities and approximately 25 % in equity securities. (3) Other Level 1 includes net non-financial (liabilities) assets of $( 36 ) U.S. and $ 11 Non-U.S., respectively, such as due to/from broker, interest receivables and accrued expenses. The following tables represents a roll-forward of the defined benefit plans assets measured at fair value using significant unobservable inputs (Level 3 assets): U.S. Non-U.S. Real Estate Real Estate Private Equity/Venture Capital Guaranteed Insurance Contracts Total Balance at December 31, 2018 $ — $ 210 $ 6 $ 92 $ 308 Purchases 5 — — 2 2 Sales — — ( 5 ) ( 4 ) ( 9 ) Unrealized gains — 9 4 2 15 Currency translation — — — ( 2 ) ( 2 ) Balance at December 31, 2019 $ 5 $ 219 $ 5 $ 90 $ 314 Purchases 27 — 3 — 3 Sales — ( 15 ) — ( 4 ) ( 19 ) Unrealized losses ( 1 ) ( 8 ) ( 4 ) ( 8 ) ( 20 ) Currency translation — 12 ( 1 ) 8 19 Balance at December 31, 2020 $ 31 $ 208 $ 3 $ 86 $ 297 Xerox 2020 Annual Report 129 Table of Contents Level 3 Valuation Method Our primary Level 3 assets are Real Estate and Private Equity/Venture Capital investments. The fair value of our real estate investment funds is based on the Net Asset Value (NAV) of our ownership interest in the funds. NAV information is received from the investment advisers and is primarily derived from third-party real estate appraisals for the properties owned. The fair value for our private equity/venture capital partnership investments are based on our share of the estimated fair values of the underlying investments held by these partnerships as reported (or expected to be reported) in their audited financial statements. The valuation techniques and inputs for our Level 3 assets have been consistently applied for all periods presented. Investment Strategy The target asset allocations for our worldwide defined benefit pension plans were: 2020 2019 U.S. Non-U.S. U.S. Non-U.S. Equity investments 23 % 15 % 23 % 14 % Fixed income investments 61 % 44 % 61 % 46 % Real estate 6 % 4 % 6 % 5 % Private equity/venture capital 8 % 22 % 8 % 24 % Other 2 % 15 % 2 % 11 % Total Investment Strategy 100 % 100 % 100 % 100 % We employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by exceeding the interest growth in long-term plan liabilities. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. This consideration involves the use of long-term measures that address both return and risk. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and small and large capitalizations. Other assets such as real estate, private equity, and hedge funds are used to improve portfolio diversification. Derivatives may be used to hedge market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risks and returns are measured and monitored on an ongoing basis through annual liability measurements and quarterly investment portfolio reviews. Expected Long-term Rate of Return We employ a “building block” approach in determining the long-term rate of return for plan assets. Historical markets are studied and long-term relationships between equities and fixed income are assessed. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio return is established giving consideration to investment diversification and rebalancing. Peer data and historical returns are reviewed periodically to assess reasonableness and appropriateness. Contributions The following table summarizes cash contributions to our defined benefit pension plans and retiree health benefit plans. Year Ended December 31, 2020 Estimated 2021 U.S. Plans $ 35 $ 25 Non-U.S. Plans 104 105 Total $ 139 $ 130 Retiree Health $ 25 $ 30 Contributions to our U.S. Plans in 2020 include $ 25 associated with our non-qualified plan and $ 10 for one of our tax-qualified defined benefit plans. Estimated contributions to our U.S. Plans in 2021 are associated with our non-qualified plan as no other amounts were required to meet the minimum funding requirements for our tax qualified plans. Xerox 2020 Annual Report 130 Table of Contents Estimated Future Benefit Payments The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following years: Pension Benefits U.S. Non-U.S. Total Retiree Health 2021 $ 360 $ 289 $ 649 $ 30 2022 288 294 582 29 2023 285 301 586 28 2024 280 306 586 26 2025 274 312 586 25 Years 2026-2030 1,214 1,647 2,861 107 Assumptions Weighted-average assumptions used to determine benefit obligations at the plan measurement dates: Pension Benefits 2020 2019 2018 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Discount rate 2.2 % 1.3 % 3.1 % 1.8 % 4.2 % 2.6 % Rate of compensation increase 0.1 % 2.6 % 0.2 % 2.6 % 0.2 % 2.6 % Interest crediting rate 2.8 % 1.5 % 2.8 % 1.5 % 2.8 % 1.5 % Retiree Health 2020 2019 2018 Discount rate 2.2 % 3.0 % 4.1 % Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31: Pension Benefits 2021 2020 2019 2018 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Discount rate 2.2 % 1.3 % 3.1 % 1.8 % 4.2 % 2.6 % 3.6 % 2.3 % Expected return on plan assets 5.9 % 3.1 % 6.0 % 3.3 % 6.0 % 4.0 % 5.8 % 3.8 % Rate of compensation increase 0.1 % 2.6 % 0.2 % 2.6 % 0.2 % 2.6 % 0.2 % 2.6 % Interest crediting rate 2.8 % 1.5 % 2.8 % 1.5 % 2.8 % 1.5 % 2.8 % 1.5 % Retiree Health 2021 2020 2019 2018 Discount rate 2.2 % 3.0 % 4.1 % 3.5 % _____________ Note: Expected return on plan assets is not applicable to retiree health benefits as these plans are not funded. Rate of compensation increase is not applicable to retiree health benefits as compensation levels do not impact earned benefits. Assumed health care cost trend rates were as follows: December 31, 2020 2019 Health care cost trend rate assumed for next year 5.7 % 6.0 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.3 % 4.3 % Year that the rate reaches the ultimate trend rate 2025 2026 Defined Contribution Plans We have post-retirement savings and investment plans in several countries, including the U.S., the U.K. and Canada. In many instances, employees who participated in the defined benefit pension plans that have been amended to freeze future service accruals were transitioned to an enhanced defined contribution plan. In these plans employees are allowed to contribute a portion of their salaries and bonuses to the plans, and we match a portion of the employee contributions. We recorded charges related to our defined contribution plans of $ 19 in 2020, $ 49 in 2019 and $ 66 in 2018. Xerox 2020 Annual Report 131 Table of Contents Note 20 - Income and Other Taxes Income before income taxes and equity income (pre-tax income) from continuing operations was as follows: Year Ended December 31, 2020 2019 2018 Domestic income $ 353 $ 679 $ 331 Foreign (loss) income ( 101 ) 143 218 Income before Income Taxes and Equity Income $ 252 $ 822 $ 549 The components of Income tax expense from continuing operations were as follows: Year Ended December 31, 2020 2019 2018 Federal Income Taxes Current $ 3 $ ( 3 ) $ 37 Deferred 58 98 83 Foreign Income Taxes Current 19 43 46 Deferred ( 34 ) 5 57 State Income Taxes Current 8 15 29 Deferred 10 21 ( 5 ) Income Tax Expense $ 64 $ 179 $ 247 A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as follows: Year Ended December 31, 2020 2019 2018 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Nondeductible expenses 4.1 % 1.3 % 3.7 % Effect of tax law changes ( 10.5 ) % ( 4.6 ) % 14.5 % Change in valuation allowance for deferred tax assets 9.9 % 2.0 % 0.6 % State taxes, net of federal benefit 5.5 % 3.5 % 2.3 % Audit and other tax return adjustments 1.4 % 0.6 % ( 1.8 ) % Tax-exempt income, credits and incentives ( 5.9 ) % ( 2.1 ) % ( 2.2 ) % Foreign rate differential adjusted for U.S. taxation of foreign profits (1) ( 2.6 ) % 0.1 % 4.8 % Stock-based compensation 2.3 % ( 0.3 ) % 0.2 % Other 0.2 % 0.3 % 1.9 % Effective Income Tax Rate 25.4 % 21.8 % 45.0 % _____________ (1) The “U.S. taxation of foreign profits” represents the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of earnings from our non-U.S. subsidiaries. On a consolidated basis, including discontinued operations, we paid a total of $ 32 , $ 94 and $ 80 in income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2020, 2019 and 2018, respectively. Total income tax expense (benefit) was allocated to the following items: Year Ended December 31, 2020 2019 2018 Pre-tax income $ 64 $ 179 $ 247 Discontinued operations (1) — 95 10 Common shareholders' equity: Changes in defined benefit plans 43 ( 55 ) 131 Cash flow hedges 1 ( 1 ) 5 Translation adjustments ( 3 ) 8 ( 9 ) Retained Earnings — — 36 Total Income Tax Expense $ 105 $ 226 $ 420 _____________ (1) Refer to Note 6 - Divestitures for additional information regarding discontinued operations. Xerox 2020 Annual Report 132 Table of Contents Unrecognized Tax Benefits and Audit Resolutions We recognize tax liabilities when, despite our belief that our tax return positions are supportable, we believe that certain positions may not be fully sustained upon review by tax authorities. Each period, we assess uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement - the more-likely-than-not recognition threshold. Where we have determined that our tax return filing position does not satisfy the more likely than not recognition threshold, we have recorded no tax benefits. These assessments require the use of considerable estimates and judgments and can increase or decrease our effective tax rate, as well as impact our operating results. A difference in the ultimate resolution of uncertain tax positions from what is currently estimated could have a material impact on our results of operations and financial condition. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a variety of jurisdictions. We are also subject to ongoing tax examinations in numerous jurisdictions due to the extensive geographical scope of our operations. As a result, we have received, and may in the future receive, proposed tax adjustments and tax assessments in multiple jurisdictions. We regularly assess the likelihood of the outcomes resulting from these ongoing tax examinations as part of our continuing assessment of uncertain tax positions to determine our provision for income taxes. The specific timing of when the resolution of each tax position will be reached is uncertain. As of December 31, 2020, we do not believe that there are any positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2020 2019 2018 Balance at January 1 $ 127 $ 108 $ 125 Additions related to current year 3 42 2 Additions related to prior years positions 8 17 3 Reductions related to prior years positions ( 10 ) ( 36 ) ( 13 ) Settlements with taxing authorities (1) ( 8 ) ( 1 ) ( 6 ) Reductions related to lapse of statute of limitations ( 7 ) ( 3 ) ( 3 ) Currency 2 — — Balance at December 31 $ 115 $ 127 $ 108 _____________ (1) The majority of settlements did not result in the utilization of cash. Included in the balances at December 31, 2020, 2019 and 2018 are $ 8 , $ 3 and $ 8 , respectively, of tax positions that are highly certain of realizability but for which there is uncertainty about the timing or that they may be reduced through an indirect benefit from other taxing jurisdictions. Because of the impact of deferred tax accounting, other than for the possible incurrence of interest and penalties, the disallowance of these positions would not affect the annual effective tax rate. Within income tax expense, we recognize interest and penalties accrued on unrecognized tax benefits, as well as interest received from favorable settlements. We had $ 4 , $ 2 and $ 2 accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2020, 2019 and 2018, respectively. In the U.S., we are no longer subject to U.S. federal income tax examinations for years before 2015. With respect to our major foreign jurisdictions, we are no longer subject to tax examinations by tax authorities for years before 2011. Deferred Income Taxes At December 31, 2020 we have not provided deferred taxes on our undistributed pre-1987 E&P of approximately $ 360 , as such undistributed earnings have been determined to be indefinitely reinvested and we currently do not plan to initiate any action that would precipitate a deferred tax impact. The increase from the amount at December 31, 2019 of $ 350 is due to foreign currency translation adjustments. Additionally, we have also not provided deferred taxes on the outside basis differences in our investments in foreign subsidiaries that are unrelated to undistributed earnings. These basis differences are also indefinitely reinvested. A determination of the unrecognized deferred taxes related to these components is not practicable. Xerox 2020 Annual Report 133 Table of Contents The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows: December 31, 2020 2019 (2) Deferred Tax Assets Research and development $ 150 $ 143 Post-retirement medical benefits 94 98 Net operating losses 377 389 Operating reserves, accruals and deferrals 124 115 Tax credit carryforwards 249 231 Deferred and share-based compensation 13 26 Pension 211 298 Depreciation 35 16 Operating lease liabilities 82 84 Other 44 63 Subtotal 1,379 1,463 Valuation allowance ( 396 ) ( 399 ) Total $ 983 $ 1,064 Deferred Tax Liabilities Finance lease and installment sales $ 247 $ 240 Intangibles and goodwill 140 128 Unremitted earnings of foreign subsidiaries 31 39 Operating lease ROU assets 76 78 Other 16 18 Total $ 510 $ 503 Total Deferred Taxes, Net $ 473 $ 561 Reconciliation to the Consolidated Balance Sheets Deferred tax assets $ 508 $ 598 Deferred tax liabilities (1) ( 35 ) ( 37 ) Total Deferred Taxes, Net $ 473 $ 561 _____________ (1) Represents the deferred tax liabilities recorded in Other long-term liabilities - refer to Note 15 - Supplementary Financial Information. (2) The deferred tax assets and liabilities disclosure at December 31, 2019 has been adjusted to primarily reflect the tax effect of the gross deferred tax Operating Lease (ROU) Assets and the tax effect of the related gross deferred tax Operating lease liabilities recognized in accordance with ASC 842. There was no impact on Total Deferred Taxes, Net from this adjustment. We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and the amounts reported, as well as net operating loss and tax credit carryforwards. Deferred tax assets are assessed for realizability and, where applicable, a valuation allowance is recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. We apply judgment in assessing the realizability of these deferred tax assets and the need for any valuation allowances. In determining the amount of deferred tax assets that are more-likely-than-not to be realized, we considered historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The deferred tax assets requiring significant judgment are U.S. tax credit carryforwards with a limited life. The net change in the total valuation allowance for the years ended December 31, 2020, 2019 and 2018 was a decrease of $ 3 , an increase of $ 2 and a decrease of $ 38 , respectively. The valuation allowance relates primarily to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations. Although realization is not assured, we have concluded that it is more-likely-than-not that the deferred tax assets, for which a valuation allowance was determined to be unnecessary, will be realized in the ordinary course of operations based on the available positive and negative evidence, including scheduling of deferred tax liabilities and projected income from operating activities. The amount of the net deferred tax assets considered realizable, however, could change in the near term if future income or income tax rates are higher or lower than currently estimated, or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences. Xerox 2020 Annual Report 134 Table of Contents At December 31, 2020, we had tax credit carryforwards of $ 249 available to offset future income taxes, of which $ 2 are available to carryforward indefinitely while the remaining $ 247 will expire 2021 through 2041 if not utilized. We also had net operating loss carryforwards for income tax purposes of $ 600 that will expire 2021 through 2041, if not utilized, and $ 1.7 billion available to offset future taxable income indefinitely. Note 21 – Contingencies and Litigation As more fully discussed below, 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 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. Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships with suppliers, customers and nonconsolidated affiliates, as well as through divestitures and sales of businesses, when the Company undertakes an obligation to guarantee the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an obligation of the Company. These potential claims include actions based upon alleged exposures to products, real estate, intellectual property such as patents, environmental matters, and other indemnifications. The ultimate effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company's consolidated financial position or liquidity. As of December 31, 2020, we have accrued our estimate of liability incurred under our indemnification arrangements and guarantees. Brazil Contingencies Our Brazilian operations have received or been the subject of numerous governmental assessments related to indirect and other taxes. These 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: December 31, 2020 December 31, 2019 Tax contingency - unreserved $ 355 $ 442 Escrow cash deposits 39 51 Surety bonds 112 135 Letters of credit 78 91 Liens on Brazilian assets — — The decrease in the unreserved portion of the tax contingency, inclusive of any related interest, was primarily related to closed cases. 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 to the financial statements as of December 31, 2020. We routinely assess all these matters as to 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. Xerox 2020 Annual Report 135 Table of Contents Litigation Against the Company Pending Litigation Relating to the Fuji Transaction: 1. Ribbe v. Jacobson, et al.: On April 11, 2019, Carmen Ribbe filed a putative derivative and class action stockholder complaint in the Supreme Court of the State of New York for New York County, naming as defendants Xerox, current Board members Joseph J. Echevarria, Cheryl Gordon Krongard, Keith Cozza, Giovanni G. Visentin, Jonathan Christodoro, Nicholas Graziano, and A. Scott Letier, and former Board members Jeffrey Jacobson, William Curt Hunter, Robert J. Keegan, Charles Prince, Ann N. Reese, Stephen H. Rusckowski, Gregory Q. Brown, and Sara Martinez Tucker. Plaintiff previously filed a putative shareholder derivative lawsuit on May 24, 2018 against certain of these defendants, as well as others, in the same court; that lawsuit was dismissed without prejudice on December 6, 2018. The new complaint included putative derivative claims on behalf of Xerox for breach of fiduciary duty against the then members of the Xerox Board who approved Xerox’s entry into agreements to settle shareholder actions filed in 2018 in the same court against Xerox, its then directors, and FUJIFILM Holdings Corporation (“Fujifilm”) in connection with a proposed transaction announced in January 2018 to combine Xerox and Fuji Xerox (the “Fuji Transaction”), including a consolidated putative class action, In re Xerox Corporation Consolidated Shareholder Litigation (“XCCSL”) , and actions filed by Darwin Deason, Deason v. Fujifilm Holdings Corp., et al. and Deason v. Xerox Corporation, et al. , against the same defendants as well as, in the first Deason action, former Xerox Chief Executive Officer Ursula M. Burns (the "Fuji Transaction Shareholder Lawsuits"). Plaintiff alleged that the settlements ceded control of the Board and the Company to Darwin Deason and Carl C. Icahn without a vote by, or compensation to, other Xerox stockholders; improperly provided certain benefits and releases to the resigning and continuing directors; and subjected Xerox to potential breach of contract damages in an action by Fuji relating to Xerox’s termination of the proposed Fuji Transaction. Plaintiff also alleged that the current Board members breached their fiduciary duties by allegedly rejecting plaintiff’s January 14, 2019 shareholder demand on the Board to remedy harms arising from entry into the Deason and XCCSL settlements. The new complaint further included direct claims for breach of fiduciary duty on behalf of a putative class of current Xerox stockholders other than Mr. Deason, Mr. Icahn, and their affiliated entities (the “Ribbe Class”) against the defendants for causing Xerox to enter into the Deason and XCCSL settlements, which plaintiff alleged perpetuated control of Xerox by Mr. Icahn and Mr. Deason and denied the voting franchise of Xerox shareholders. Among other things, plaintiff sought damages in an unspecified amount for the alleged fiduciary breaches in favor of Xerox against defendants jointly and severally; rescission or reformation of the Deason and XCCSL settlements; restitution of funds paid to the resigning directors under the Deason settlement; an injunction against defendants’ engaging in the alleged wrongful practices and equitable relief affording the putative Ribbe Class the ability to determine the composition of the Board; costs and attorneys’ fees; and other further relief as the Court may deem proper. Defendants accepted service of the complaint as of May 16, 2019. On June 4, 2019, the Court entered an order setting a briefing schedule for defendants’ motions to dismiss the complaint. On July 12, 2019, plaintiff filed a motion to preclude defendants from referencing in their motions to dismiss the formation of, or work by, the committee of the Board established to investigate plaintiff’s shareholder demand. On July 18, 2019, the Court denied plaintiff’s motion and adjourned sine die the deadline by which defendants must file any motions to dismiss the complaint. On January 6, 2020, plaintiff filed his first amended complaint (“FAC”). The FAC included many of plaintiff’s original allegations regarding the 2018 shareholder litigation and settlements, as well as additional allegations, including, among others, that the members of the Special Committee of the Board that investigated plaintiff’s demand lacked independence and wrongfully refused to pursue the claims in the demand; allegations that an agreement announced in November 2019 for, among other things, the sale by Xerox of its interest in Fuji Xerox to Fujifilm and dismissal of Fujifilm’s breach of contract lawsuit against Xerox (the “FX Sale Transaction”), was unfavorable to Xerox; and allegations about a potential acquisition by Xerox of HP similar to those in the Miami Firefighters derivative action described below. In addition to the claims in the April 11, 2019 complaint, the FAC added as defendants Carl C. Icahn, Icahn Capital LP, and High River Limited Partnership (the “Icahn defendants”) and asserted claims against those defendants and the Board similar to those in Miami Firefighters relating to the Icahn defendants’ purchases of HP stock allegedly with knowledge of material nonpublic information concerning Xerox’s potential acquisition of HP. In addition to the relief sought in Ribbe’s prior complaint, the FAC sought relief similar to that sought in Miami Firefighters relating to the Icahn defendants’ alleged purchases of HP stock. On January 21, 2020, plaintiff in the Miami Firefighters action filed a motion seeking to intervene in Ribbe and to have stayed, or alternatively, severed and consolidated with the Miami Firefighters action, any claims first filed in Miami Firefighters and later asserted by Ribbe. At a conference held on February 25, 2020, the Court denied the motion to intervene without prejudice. On March 6, 2020, plaintiff in the Miami Firefighters action renewed its Xerox 2020 Annual Report 136 Table of Contents motion. On July 23, 2020, after hearing oral argument, the Court issued an order denying the motion and setting certain case deadlines. Discovery commenced. On August 7, 2020, Xerox, the director defendants, and the Icahn defendants filed separate motions to dismiss. On October 1, 2020, plaintiff filed a cross-motion seeking, among other relief, joinder of Xerox Holdings Corporation as a nominal defendant. Briefing on the motions to dismiss and plaintiff’s cross-motion was completed on October 16, 2020. On December 14, 2020, following oral argument, the Court issued a decision and order denying plaintiff’s cross-motion and granting defendants’ motions, dismissing the action in its entirety as to all defendants. Dismissal as to the Icahn defendants was conditioned on the filing of an affidavit, which the Icahn defendants filed on December 16, 2020, indicating whether defendant Icahn gained a profit or incurred a loss on purchases of HP stock during the relevant time period. On January 13, 2021, plaintiff filed a notice of appeal of the December 14, 2020 dismissal order to the Appellate Division, First Department. Xerox will vigorously defend against this matter. At this time, it is premature to make any conclusion regarding the probability of incurring material losses in this litigation. Should developments cause a change in our determination as to an unfavorable outcome, or result in a final adverse judgment or settlement, there could be a material adverse effect on our results of operations, cash flows and financial position in the period in which such change in determination, judgment, or settlement occurs. 2. Miami Firefighters’ Relief & Pension Fund v. Icahn, et al.: On December 13, 2019, alleged shareholder Miami Firefighters’ Relief & Pension Fund (“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) against Carl Icahn and his affiliated entities High River Limited Partnership and Icahn Capital LP (the "Icahn defendants"), Xerox Holdings, and all current Xerox Holdings directors (the "Directors"). Plaintiff made no demand on the Board before bringing the action, but instead alleged 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 alleged that Icahn controlled and dominated Xerox Holdings and therefore owed 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 the "obvious merits" of such potential acquisition, and that the Icahn defendants’ holdings of HP common stock had risen in market value by approximately $ 128 since disclosure of the offer. The complaint included four causes of action: 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 sought 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 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. On January 15, 2020, the Court entered an order granting plaintiff’s unopposed motion to consolidate with Miami Firefighters a similar action filed on December 26, 2019 by alleged shareholder Steven J. Reynolds against the same parties in the same court, and designating Miami Firefighters’ counsel as lead counsel in the consolidated action. On January 21, 2020, plaintiff filed a motion seeking to intervene in Ribbe v. Jacobson, et al. , described above, and to have stayed, or alternatively, severed and consolidated with this action, any claims first filed in this action and later asserted by Ribbe. At a conference held on February 25, 2020, the Court denied the motion to intervene without prejudice. On March 6, 2020, plaintiff in the Miami Firefighters action renewed its motion. On July 23, 2020, after hearing oral argument, the Court issued an order denying the motion and setting certain case deadlines. Discovery commenced. On August 10, 2020, the Xerox defendants and the Icahn defendants filed separate motions to dismiss. Briefing on the motions was completed on October 21, 2020. On December 14, 2020, following oral argument, the Court issued a decision and order granting defendants’ motions and dismissing the action in its entirety as to all defendants. Dismissal as to the Icahn defendants was conditioned on the filing of an affidavit, which the Icahn defendants filed on December 16, 2020, indicating whether defendant Icahn gained a profit or incurred a loss on purchases of HP stock during the relevant time period. On December 23, 2020, plaintiff filed a motion seeking discovery related to the Icahn defendants’ losses resulting from their investment in HP. The motion was fully briefed on January 7, 2021. On January 15, 2021, the Court issued a decision and order denying the motion. Xerox 2020 Annual Report 137 Table of Contents Also on January 15, 2021, plaintiff filed a notice of appeal of the December 14, 2020 dismissal order to the Appellate Division, First Department. On January 20, 2021, plaintiff filed a notice of appeal of the January 15, 2021 order denying its motion for discovery to the Appellate Division, First Department. Xerox Holdings will vigorously defend against this matter. At this time, it is premature to make any conclusion regarding the probability of incurring material losses in this litigation. Should developments cause a change in our determination as to an unfavorable outcome, or result in a final adverse judgment or settlement, there could be a material adverse effect on our results of operations, cash flows and financial position in the period in which such change in determination, judgment, or settlement occurs. Guarantees, Indemnifications and Warranty Liabilities Indemnifications Provided as Part of Contracts and Agreements Acquisitions/Divestitures: We have indemnified, subject to certain deductibles and limits, the purchasers of businesses or divested assets for the occurrence of specified events under certain of our divestiture agreements. In addition, we customarily agree to hold the other party harmless against losses arising from a breach of representations and covenants, including such matters as adequate title to assets sold, intellectual property rights, specified environmental matters and certain income taxes arising prior to the date of acquisition. Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture. Since the obligated amounts of these types of indemnifications are often not explicitly stated and/or are contingent on the occurrence of future events, the overall maximum amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, we have not historically made significant payments for these indemnifications. Additionally, under certain of our acquisition agreements, we have provided for additional consideration to be paid to the sellers if established financial targets are achieved post-closing. We have recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from our divestitures and contingent consideration provided for by our acquisitions are not expected to be material to our financial position, results of operations or cash flows. Other Agreements: We are also party to the following types of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters: • Guarantees on behalf of our subsidiaries with respect to real estate leases. These lease guarantees may remain in effect subsequent to the sale of the subsidiary. • Agreements to indemnify various service providers, trustees and bank agents from any third-party claims related to their performance on our behalf, with the exception of claims that result from a third-party's own willful misconduct or gross negligence. • Guarantees of our performance in certain sales and services contracts to our customers and indirectly the performance of third parties with whom we have subcontracted for their services. This includes indemnifications to customers for losses that may be sustained as a result of the use of our equipment at a customer's location. In each of these circumstances, our payment is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract and such procedures also typically allow us to challenge the other party's claims. In the case of lease guarantees, we may contest the liabilities asserted under the lease. Further, our obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments we made. Patent Indemnifications In most sales transactions to resellers of our products, we indemnify against possible claims of patent infringement caused by our products or solutions. In addition, we indemnify certain software providers against claims that may arise as a result of our use or our subsidiaries', customers' or resellers' use of their software in our products and solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the procedures required in the sales contract. Indemnification of Officers and Directors The corporate by-laws of Xerox Holdings Corporation and Xerox Corporation require that, except to the extent expressly prohibited by law, we must indemnify Xerox Holdings Corporation's and Xerox Corporation's officers and directors, respectively, against judgments, fines, penalties and amounts paid in settlement, including legal fees and Xerox 2020 Annual Report 138 Table of Contents all appeals, incurred in connection with civil or criminal action or proceedings, as it relates to their services to Xerox Holdings Corporation and/or Xerox Corporation and their subsidiaries. Although the by-laws provide no limit on the amount of indemnification, Xerox Holdings Corporation or Xerox Corporation may have recourse against our insurance carriers for certain payments made by Xerox Holdings Corporation or Xerox Corporation. However, certain indemnification payments (such as those related to "clawback" provisions in certain compensation arrangements) may not be covered under Xerox Holdings Corporation's and Xerox Corporation's directors' and officers' insurance coverage. Xerox Holdings Corporation and Xerox Corporation also indemnify certain fiduciaries of our employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are officers of Xerox Holdings Corporation or Xerox Corporation. Finally, in connection with Xerox Holdings Corporation's and/or Xerox Corporation's acquisition of businesses, we may become contractually obligated to indemnify certain former and current directors, officers and employees of those businesses in accordance with pre-acquisition by-laws and/or indemnification agreements and/or applicable state law. Product Warranty Liabilities In connection with our normal sales of equipment, including those under sales-type leases, we generally do not issue product warranties. Our arrangements typically involve a separate full service maintenance agreement with the customer. The agreements generally extend over a period equivalent to the lease term or the expected useful life of the equipment under a cash sale. The service agreements involve the payment of fees in return for our performance of repairs and maintenance. As a consequence, we do not have any significant product warranty obligations, including any obligations under customer satisfaction programs. In a few circumstances, particularly in certain cash sales, we may issue a limited product warranty if negotiated by the customer. We also issue warranties for certain of our entry level products, where full service maintenance agreements are not available. In these instances, we record warranty obligations at the time of the sale. Aggregate product warranty liability expenses for the three years ended December 31, 2020, 2019 and 2018 were $ 8 , $ 12 and $ 14 , respectively. Total product warranty liabilities as of December 31, 2020 and 2019 were $ 6 and $ 7 , respectively. Guarantees We have issued or provided approximately $ 303 of guarantees as of December 31, 2020 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 tax and labor contingencies (see Brazil Contingencies ); and iii) 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 defaulted in performing our obligations under each 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. Note 22 - Preferred Stock Series A Convertible Perpetual Voting Preferred Stock As of December 31, 2020, Xerox Holdings Corporation had one class of preferred stock outstanding. Xerox Holdings Corporation has issued 180,000 shares of Series A Preferred Stock that have an aggregate liquidation value of $ 180 and a carrying value of $ 214 . The Series A Preferred Stock pays quarterly cash dividends at a rate of 8 % per year ($ 14 per year), on a cumulative basis. Each share of Series A Preferred Stock is convertible at any time, at the option of the holder, into 37.4532 shares of common stock of Xerox Holdings Corporation for a total of 6,742 thousand shares (reflecting an initial conversion price of approximately $ 26.70 per share of common stock), subject to customary anti-dilution adjustments. If the closing price of Xerox Holdings Corporation common stock exceeds $ 39.00 or 146.1 % of the initial conversion price of $ 26.70 per share of common stock for 20 out of 30 consecutive trading days, Xerox Holdings Corporation will have the right to cause any or all of the Series A Preferred Stock to be converted into shares of common stock at the then applicable conversion rate. The Series A Preferred Stock is also convertible, at the option of the holder, upon a change in control, at the applicable conversion rate plus an additional number of shares determined by reference to the price paid for our common stock upon such change in control. In addition, upon the occurrence of certain fundamental change events, including a change in control or the delisting of Xerox Holdings Corporation's common stock, the holder of the Series A Preferred Stock has the right to require Xerox Holdings Corporation to redeem any or all of the preferred stock in cash at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends up to, but not including, the redemption date. The Series A Preferred Stock is classified as temporary equity (i.e., apart from permanent equity) as a result of the contingent redemption feature. Xerox 2020 Annual Report 139 Table of Contents Series A Preferred Stock Voting Rights The Xerox Holdings Corporation Series A Preferred Stock will vote together with the Xerox Holdings Corporation common stock, as a single class, on all matters submitted to the shareholders of Xerox Holdings Corporation, but the Xerox Holdings Corporation Series A Voting Preferred Stock will only be entitled to one vote for every ten shares of Xerox Holdings Corporation common stock into which the Xerox Holdings Corporation Series A Preferred Stock is convertible ( 674,157 votes at December 31, 2020). Note 23 – Shareholders’ Equity Xerox Holdings Preferred Stock Xerox Holdings Corporation is authorized to issue approximately 22 million shares of cumulative preferred stock, $ 1.00 par value per share. Refer to Note 22 - Preferred Stock for additional information. Common Stock Xerox Holdings Corporation is authorized to issue 437.5 million shares of common stock, $ 1.00 par value per share. At December 31, 2020, 26 million shares were reserved for issuance under our incentive compensation plans and 7 million shares were reserved for conversion of the Series A Convertible Perpetual Preferred Voting Stock. Treasury Stock Xerox Holdings accounts for the repurchased common stock under the cost method and includes such treasury stock as a component of our common shareholders' equity. Retirement of treasury stock is recorded as a reduction of Common stock and Additional paid-in capital at the time such retirement is approved by our Board of Directors. The following provides cumulative information relating to Xerox Holdings' share repurchase program from its inception through December 31, 2020 (shares in thousands): Authorized share repurchase program $ 1,000 Share repurchase cost $ 600 Share repurchase fees $ — Number of shares repurchased 24,691 Of the $ 1.0 billion of share repurchase granted in 2019 by Xerox Holdings Corporation's Board of Directors, approximately $ 400 of that authority remained available at December 31, 2020. In January 2021, Xerox Holdings Corporation's Board of Directors authorized an additional $ 100 of share repurchase authority increasing the remaining authorization to $ 500 . The following table reflects the changes in Common and Treasury stock shares (shares in thousands). The Treasury stock repurchases in the table below include the repurchases under both the prior Xerox Corporation authorized share repurchase program and the current Xerox Holdings Corporation authorized share repurchase program. Common Stock Shares Treasury Stock Shares Balance at December 31, 2017 254,613 — Stock based compensation plans, net 1,103 — Acquisition of Treasury stock — 26,093 Cancellation of Treasury stock ( 24,026 ) ( 24,026 ) Balance at December 31, 2018 231,690 2,067 Stock based compensation plans, net 1,310 — Acquisition of Treasury stock — 18,343 Cancellation of Treasury stock ( 18,379 ) ( 18,379 ) Balance at December 31, 2019 214,621 2,031 Stock based compensation plans, net 1,390 — Acquisition of Treasury stock — 15,594 Cancellation of Treasury stock ( 17,625 ) ( 17,625 ) Balance at December 31, 2020 198,386 — Xerox At December 31, 2020, Xerox Corporation has 1,000 authorized shares of common stock, $ 1.00 par value per share, of which 100 shares are issued and outstanding and held by Xerox Holdings Corporation. Xerox 2020 Annual Report 140 Table of Contents Note 24 – Stock-Based Compensation (shares in thousands) We have a long-term incentive plan whereby eligible employees may be granted restricted stock units (RSUs), performance share units (PSUs) and stock options (SOs). We grant stock-based compensation awards in order to continue to attract and retain qualified employees and to better align employees' interests with those of our shareholders. Each of these awards is subject to settlement with newly issued shares of Xerox Holdings Corporation's common stock. At December 31, 2020 and 2019, 11 million and 13 million shares, respectively, were available for grant of awards. Stock-based compensation expense was as follows: Year Ended December 31, 2020 2019 2018 Stock-based compensation expense, pre-tax $ 42 $ 50 $ 57 Income tax benefit recognized in earnings 11 13 14 In 2019, the timing of our annual grant of awards was changed from April to January to more closely align the grant date with the underlying performance period related to PSUs. Stock options were not awarded under the 2020 or 2019 grants. Restricted Stock Units Compensation expense for RSUs is based upon the grant-date market price and is recognized on a straight-line basis over the vesting period, based on management's estimate of the number of shares expected to vest. Beginning with the 2018 grant, RSU's vest on a graded schedule as follows: 25 % after one year of service, 25 % after two years of service and 50 % after three years of service from the date of grant. Prior to the 2018 grant, RSUs vested on a three-year cliff basis from the date of grant. Performance Share Units PSU awards granted in 2020 and 2019 were comprised of a performance-based component that included a Revenue and Free Cash Flow metric and a market-based component that included an Absolute Share Price metric. The metrics are weighted as follows: 25 % Revenue, 25 % Free Cash Flow and 50 % Absolute Share Price. Accordingly, each PSU grant was one-half performance-based (Revenue and Free Cash Flow) and one-half market-based (Absolute Share Price). The measures are independent of each other and depending on the achievement of these metrics, a recipient of a PSU award is entitled to receive a number of shares equal to a percentage, ranging from 0 % to 200 % of the PSU award granted. The 2020 and 2019 PSUs retained the three-year cliff vesting from the date of grant. In November 2020, the Xerox Holdings Corporation Board approved grants of RSUs to employees who had received grants of PSUs in 2019 and/or 2020 that included performance and market metrics that have been permanently adversely impacted by the COVID-19 pandemic. These grants of RSUs were made in December 2020. The grant-date value of the new RSUs for each recipient was approximately 50 % of the grant-date value of the recipient’s 2020 and/or 2019 PSUs. These RSU grants are not intended to take the place of the Company’s 2021 regular annual equity incentive programs. PSU awards granted by the Xerox Holdings Corporation in 2018 were comprised of a performance-based component that included Revenue Growth and Free Cash Flow metrics and a market-based component that included a Total Shareholder Return (TSR) metric. The metrics were equally weighted; accordingly, each PSU grant was two-thirds performance-based (Revenue Growth and Free Cash Flow) and one-third market-based (TSR). The measures are independent of each other and depending on the achievement of these metrics, a recipient of a PSU award is entitled to receive a number of shares equal to a percentage, ranging from 0 % to 200 % of the PSU award granted. The 2018 PSUs have a three-year cliff vesting from the date of grant. In December 2018, the Xerox Holdings Corporation Board approved and modified the performance-based metrics and the market-based metric of the 2018 PSU grant to a one-year performance period (2018), and a two-year time-based requirement (2019 and 2020). PSU awards granted in 2017 were exclusively performance based and included metrics for Revenue Growth, Earnings per Share and Cash Flow from Operations that were measured over a three-year performance period. The 2017 PSUs had a three-year cliff vesting from the date of grant. Xerox 2020 Annual Report 141 Table of Contents Performance-Based Component: PSUs vest contingent upon meeting pre-determined cumulative performance metrics. The fair value of our PSUs is based upon the grant-date market price. Compensation expense is recognized on a straight-line basis over the vesting period, based on management's estimate of the number of shares expected to vest and based on meeting the performance metrics. If the cumulative three-year actual results exceed the stated targets, all plan participants have the potential to earn additional shares of common stock up to a maximum over-achievement of 100 % of the original grant. If the stated targets are not met, any recognized compensation cost would be reversed. Market-Based Component: The Absolute Share Price metric included as the market-based component of the 2020 and 2019 PSU grant is based on Xerox Holdings Corporation's average closing price for the last 20 trading days of the three-year performance period, inclusive of dividends during that period. Payout for this portion of the PSU will be determined based on total return targets. Since the Absolute Share Price metric of the PSU award represents a market condition, a Monte Carlo simulation was used to determine the grant-date fair value. The TSR metric included as the market-based component of the 2018 PSU grant was based on the percentage change in Xerox Corporation stock price plus dividends paid over the three-year measurement period. Payout for this portion of the PSU was to be determined based on Xerox Corporation percentage change compared to the shareholder returns of the peer group of companies approved by the compensation committee of the Board (as disclosed in the 2018 annual proxy statement). Since the TSR metric of the PSU award represented a market condition, a Monte Carlo simulation was used to determine the grant-date fair value. A summary of Xerox Holdings key valuation input assumptions used in the Monte Carlo simulation relative to the 2020, 2019 and 2018 PSU awards granted were as follows: 2020 Award 2019 Award 2018 Award Term 3 years 3 years 3 years Risk-free interest rate (1) 1.60 % 2.51 % 2.39 % Dividend yield (2) 2.80 % 3.97 % 3.24 % Volatility (3) 29.49 % 32.95 % 29.12 % Weighted average fair value (4) $ 41.28 $ 16.27 $ 32.01 ____________ (1) The risk-free interest rate was based on the zero-coupon U.S. Treasury yield curve on the valuation date, with a maturity matched to the performance period. (2) The dividend yield was calculated as the expected quarterly dividend divided by our three-month average stock price as of the valuation date, annualized and continuously compounded. (3) Volatility is derived from historical stock prices as well as implied volatility when appropriate and available. (4) The weighted-average of fair values used to record compensation expense as determined by the Monte Carlo simulation. Our Absolute Share Price metric is compared against total return targets to determine the payout as follows: Payout as a Percent of Target 2020 Total Return Targets (1) 2019 Total Return Targets (1) 200 % $45.00 and above $40.00 and above 100 % $40.00 $35.00 50 % $37.00 $30.00 0 % Below $37.00 Below $30.00 Our 2018 TSR metric compared to the peer group TSR will determine the payout as follows: Payout as a Percent of Target Percentile (1) 200 % 80th and above 100 % 50th 35 % 25th 0 % Below 25th ____________ (1) For performance between the levels described above, the degree of vesting is interpolated on a linear basis. Compensation expense for the market-based component of the PSU awards is recognized on a straight-line basis over the vesting period based on the fair value determined by the Monte Carlo simulation and, except in cases of employee forfeiture, cannot be reversed regardless of performance. There was no impact to compensation expense as a result of the Xerox Corporation Board’s approval to modify the 2018 TSR metric to a one-year performance period (2018) and a two-year time-based requirement (2019 and 2020). Xerox 2020 Annual Report 142 Table of Contents Stock Options The Xerox Corporation Board approved the granting of SOs as part of the 2018 plan design. Compensation expense associated with SOs is based upon the grant date fair value determined by utilizing the Black-Scholes (BS) option - pricing model and is recognized on a straight-line basis over the vesting period, based on management's estimate of the number of SOs expected to vest. The 2018 SOs have a contractual term of 10 years from the date of grant and vest as follows: 25 % after one year of service, 25 % after two years of service, and 50 % after three years of service from the date of grant. Xerox Holdings weighted average assumptions used in the BS option-pricing model relative to SO awards were as follows: 2018 Award Expected term (1) 6.13 years Expected volatility (2) 27.25 % Expected dividend yield (3) 3.25 % Risk-free interest rate (4) 2.63 % Weighted average fair value (5) $ 5.71 ____________ (1) Since these SO grants were effectively part of a new program, the expected term was calculated using the "Simplified Method” under the SEC guidance based on the SOs vesting schedule and contractual term. We did not have sufficient historical exercise data to provide a reasonable basis to estimate an expected term. (2) The expected volatility was calculated based on a combination of term-matched historical volatility and implied volatility from traded options. (3) The dividend yield was calculated as the expected quarterly dividend divided by our three-month average stock price as of the grant date. (4) The risk-free interest rate was based on the zero-coupon U.S. Treasury yield curve with a maturity matched to the expected term of the SOs. (5) The weighted average of fair values used to record compensation expense as determined by the BS option-pricing model. Note: Management’s estimate of the number of shares expected to vest at the time of grant reflects an estimate for forfeitures based on our historical forfeiture rate to date. Should actual forfeitures differ from management’s estimate, the activity will be reflected in a subsequent period. In addition, RSUs, PSUs and SOs awarded to employees who are retirement-eligible at the date of grant, become retirement-eligible during the vesting period, or are terminated not-for-cause (e.g. as part of a restructuring initiative), vest based on service provided from the date of grant to the date of separation. Xerox 2020 Annual Report 143 Table of Contents Summary of Stock-based Compensation Activity 2020 2019 2018 Shares Weighted Average Grant Date Fair Value (1) Shares Weighted Average Grant Date Fair Value (1) Shares Weighted Average Grant Date Fair Value (1) Restricted Stock Units (2) Outstanding at January 1 2,845 $ 26.87 3,559 $ 29.51 2,856 $ 30.65 Granted 2,028 27.85 1,366 23.22 1,595 27.82 Vested ( 1,473 ) 28.85 ( 1,666 ) 29.28 ( 214 ) 30.39 Forfeited ( 213 ) 28.39 ( 414 ) 27.85 ( 678 ) 30.04 Outstanding at December 31 3,187 26.48 2,845 26.87 3,559 29.51 Performance Shares Outstanding at January 1 2,830 $ 24.99 2,462 $ 29.83 3,117 $ 31.54 Granted 901 37.59 1,433 19.46 1,060 27.36 Vested ( 993 ) 31.94 ( 633 ) 29.56 ( 853 ) 32.59 Forfeited/Expired ( 313 ) 26.22 ( 432 ) 27.50 ( 862 ) 30.26 Outstanding at December 31 2,425 26.67 2,830 24.99 2,462 29.83 Stock Options Outstanding at January 1 861 $ 27.83 1,022 $ 27.84 — $ — Granted — — — — 1,414 27.88 Forfeited/Expired ( 60 ) 27.98 ( 92 ) 27.92 ( 392 ) 27.98 Exercised ( 2 ) 27.98 ( 69 ) 27.98 — — Outstanding at December 31 799 27.81 861 27.83 1,022 27.84 Exercisable at December 31 470 27.84 233 27.83 39 27.98 ____________ (1) Weighted average exercise price for stock options. (2) Includes a 2018 Restricted Stock Award (RSA) grant of 351 shares with a corresponding grant date fair value of $ 28.51 , which vested in 2019. Unrecognized compensation cost related to non-vested stock-based awards at December 31, 2020 was as follows: Awards Unrecognized Compensation Remaining Weighted-Average Vesting Period (Years) Restricted Stock Units $ 51 1.0 Performance Shares 13 1.1 Total $ 64 The aggregate intrinsic value of outstanding stock-based awards was as follows: Awards December 31, 2020 Restricted Stock Units $ 74 Performance Shares 56 Stock Options (1) — ____________ (1) Strike price greater than Xerox Holdings Corporation Stock price at December 31, 2020, therefore, intrinsic value considered to be $ 0 . The intrinsic value and actual tax benefit realized for all vested and exercised stock-based awards was as follows: December 31, 2020 December 31, 2019 December 31, 2018 Awards Total Intrinsic Value Cash Received Tax Benefit Total Intrinsic Value (1) Cash Received Tax Benefit Total Intrinsic Value Cash Received Tax Benefit Restricted Stock Units $ 33 $ — $ 5 $ 55 $ — $ 11 $ 6 $ — $ 2 Performance Share Units 18 — 4 23 — 6 21 — 4 Stock Options — — — 1 2 — — — — ____________ (1) RSUs include a RSA grant of 351 shares, which vested in 2019. Xerox 2020 Annual Report 144 Table of Contents Note 25 – Other Comprehensive Income (Loss) In 2019, as a result of the sale of our investment in Fuji Xerox, we reclassified out of Accumulated other comprehensive loss and into earnings, $ 165 of accumulated translation adjustments and defined benefit plan losses related to Fuji Xerox. The reclassified amounts are included in the gain recognized on the Sales. Refer to Note 6 - Divestitures for additional information regarding these Sales and the associated gain recognized. Other Comprehensive Income (Loss) is comprised of the following: Year Ended December 31, 2020 2019 2018 Pre-tax Net of Tax Pre-tax Net of Tax Pre-tax Net of Tax Translation Adjustments Gains (Losses) Aggregate adjustment in period $ 238 $ 241 $ 53 $ 45 $ ( 251 ) $ ( 242 ) Divestiture - reclassification — — 17 17 — — Net Translation Adjustments Gains (Losses) 238 241 70 62 ( 251 ) ( 242 ) Unrealized Gains (Losses) Changes in fair value of cash flow hedges gains 4 3 2 1 9 8 Changes in cash flow hedges reclassed to earnings (1) 1 1 ( 9 ) ( 7 ) 14 10 Other losses — — — — ( 2 ) ( 2 ) Net Unrealized Gains (Losses) 5 4 ( 7 ) ( 6 ) 21 16 Defined Benefit Plans Gains (Losses) Net actuarial/prior service gains (losses) 117 86 ( 275 ) ( 202 ) 273 198 Prior service amortization/curtailment (2) ( 80 ) ( 60 ) ( 81 ) ( 61 ) ( 26 ) ( 20 ) Actuarial loss amortization/settlement (2) 138 104 156 118 252 190 Fuji Xerox changes in defined benefit plans, net (3) — — 8 8 ( 25 ) ( 25 ) Other (losses) gains (4) ( 63 ) ( 61 ) ( 21 ) ( 21 ) 66 66 Divestiture - reclassification — — 148 148 — — Changes in Defined Benefit Plans Gains (Losses) 112 69 ( 65 ) ( 10 ) 540 409 Other Comprehensive Income (Loss) Attributable to Xerox Holdings/Xerox $ 355 $ 314 $ ( 2 ) $ 46 $ 310 $ 183 _____________ (1) Reclassified to Cost of sales - refer to Note 17 - Financial Instruments for additional information regarding our cash flow hedges. (2) Reclassified to Total Net Periodic Benefit Cost - refer to Note 19 - Employee Benefit Plans for additional information. (3) Represents our share of Fuji Xerox's benefit plan changes. (4) 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: December 31, 2020 2019 2018 Cumulative translation adjustments $ ( 1,720 ) $ ( 1,961 ) $ ( 2,023 ) Other unrealized gains (losses), net 2 ( 2 ) 4 Benefit plans net actuarial losses and prior service credits (1)(2) ( 1,614 ) ( 1,683 ) ( 1,546 ) Total Accumulated Other Comprehensive Loss Attributable to Xerox Holdings/Xerox $ ( 3,332 ) $ ( 3,646 ) $ ( 3,565 ) _____________ (1) Amounts prior to 2019 include our share of Fuji Xerox balances. (2) The change from December 31, 2018 includes $( 127 ) related to the adoption of ASU 2018-02 and the reclassification of stranded tax effects resulting from the Tax Act - Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies for additional information. We utilize the aggregate portfolio approach for releasing disproportionate income tax effects from AOCL. Xerox 2020 Annual Report 145 Table of Contents Note 26 – Earnings per Share The following table sets forth the computation of basic and diluted earnings per share of Xerox Holdings Corporation's common stock (shares in thousands): Year Ended December 31, 2020 2019 2018 Basic Earnings per Share: Net Income from continuing operations attributable to Xerox Holdings $ 192 $ 648 $ 306 Accrued dividends on preferred stock ( 14 ) ( 14 ) ( 14 ) Adjusted Net income from continuing operations available to common shareholders 178 634 292 Income from discontinued operations attributable to Xerox Holdings, net of tax — 705 55 Adjusted Net income available to common shareholders $ 178 $ 1,339 $ 347 Weighted average common shares outstanding 208,983 221,969 248,707 Basic Earnings per Share: Continuing operations $ 0.85 $ 2.86 $ 1.17 Discontinued operations — 3.17 0.23 Basic Earnings per Share $ 0.85 $ 6.03 $ 1.40 Diluted Earnings per Share: Net Income from continuing operations attributable to Xerox Holdings $ 192 $ 648 $ 306 Accrued dividends on preferred stock ( 14 ) — ( 14 ) Adjusted Net income from continuing operations available to common shareholders 178 648 292 Income from discontinued operations attributable to Xerox Holdings, net of tax — 705 55 Adjusted Net income available to common shareholders $ 178 $ 1,353 $ 347 Weighted average common shares outstanding 208,983 221,969 248,707 Common shares issuable with respect to: Stock options 15 55 — Restricted stock and performance shares 2,439 4,403 2,953 Convertible preferred stock — 6,742 — Adjusted Weighted average common shares outstanding 211,437 233,169 251,660 Diluted Earnings per Share: Continuing operations $ 0.84 $ 2.78 $ 1.16 Discontinued operations — 3.02 0.22 Diluted Earnings per Share $ 0.84 $ 5.80 $ 1.38 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 (shares in thousands): Stock options 784 805 1,022 Restricted stock and performance shares 3,173 1,272 3,068 Convertible preferred stock 6,742 — 6,742 Total Anti-Dilutive Securities 10,699 2,077 10,832 Dividends per Common Share $ 1.00 $ 1.00 $ 1.00 Xerox 2020 Annual Report 146 Table of Contents Xerox Holdings Corporation Quarterly Results of Operations (Unaudited) (in millions, except per-share data) First Quarter Second Quarter Third Quarter Fourth Quarter (2)(3) Full Year 2020 Total Revenues $ 1,860 $ 1,465 $ 1,767 $ 1,930 $ 7,022 Costs and Expenses 1,865 1,430 1,648 1,827 6,770 (Loss) Income before Income Taxes and Equity Income (5) 35 119 103 252 Income tax (benefit) expense (1) 8 29 28 64 Equity in net income of unconsolidated affiliates 2 — — 2 4 (Loss) Income from Continuing Operations (2) 27 90 77 192 Income from discontinued operations, net of tax — — — — — Net (Loss) Income Attributable to Xerox Holdings $ (2) $ 27 $ 90 $ 77 $ 192 Basic (Loss) Earnings per Share (1) : Continuing operations $ (0.03) $ 0.11 $ 0.41 $ 0.37 $ 0.85 Discontinued operations — — — — — Total Basic (Loss) Earnings per Share $ (0.03) $ 0.11 $ 0.41 $ 0.37 $ 0.85 Diluted (Loss) Earnings per Share (1) : Continuing operations $ (0.03) $ 0.11 $ 0.41 $ 0.36 $ 0.84 Discontinued operations — — — — — Total Diluted (Loss) Earnings per Share $ (0.03) $ 0.11 $ 0.41 $ 0.36 $ 0.84 2019 Total Revenues $ 2,180 $ 2,263 $ 2,179 $ 2,444 $ 9,066 Costs and Expenses 2,107 2,073 1,956 2,108 8,244 Income before Income Taxes and Equity Income 73 190 223 336 822 Income tax (benefit) expense (10) 50 66 73 179 Equity in net income of unconsolidated affiliates 2 2 1 3 8 Income from Continuing Operations 85 142 158 266 651 Income from discontinued operations, net of tax 51 42 64 553 710 Net Income 136 184 222 819 1,361 Less: Income from continuing operations attributable to noncontrolling interests 1 1 1 — 3 Less: Income from discontinued operations attributable to noncontrolling interests 2 2 — 1 5 Net Income Attributable to Xerox Holdings $ 133 $ 181 $ 221 $ 818 $ 1,353 Basic Earnings per Share (1) : Continuing operations $ 0.35 $ 0.62 $ 0.70 $ 1.22 $ 2.86 Discontinued operations 0.22 0.17 0.29 2.56 3.17 Total Basic Earnings per Share $ 0.57 $ 0.79 $ 0.99 $ 3.78 $ 6.03 Diluted Earnings per Share (1) : Continuing operations $ 0.34 $ 0.60 $ 0.68 $ 1.17 $ 2.78 Discontinued operations 0.21 0.17 0.28 2.44 3.02 Total Diluted Earnings per Share $ 0.55 $ 0.77 $ 0.96 $ 3.61 $ 5.80 _____________ (1) The sum of quarterly earnings per share may differ from the full-year amounts due to rounding, or in the case of diluted earnings per share, because securities that are anti-dilutive in certain quarters may not be anti-dilutive on a full-year basis. (2) Fourth Quarter 2019 Revenues includes $77 million related to an OEM license agreement by and between Fuji Xerox and Xerox and Fourth Quarter 2019 Income from discontinued operations, net of tax includes an after-tax gain of $539 million on the sale of our investments in Fuji Xerox and Xerox International Partners. Refer to Note 6 - Divestitures in the Consolidated Financial Statements for additional information. (3) Fourth Quarter 2020 income tax expense includes a $7 million benefit for a reduction in the deferred tax liability associated with undistributed earnings that should have been recorded in Fourth Quarter 2019. Xerox 2020 Annual Report 147 Table of Contents Xerox Corporation Quarterly Results of Operations (Unaudited) (in millions) First Quarter Second Quarter Third Quarter Fourth Quarter (1)(2) Full Year 2020 Total Revenues $ 1,860 $ 1,465 $ 1,767 $ 1,930 $ 7,022 Costs and Expenses 1,865 1,430 1,637 1,837 6,769 (Loss) Income before Income Taxes and Equity Income (5) 35 130 93 253 Income tax (benefit) expense (1) 8 29 28 64 Equity in net income of unconsolidated affiliates 2 — — 2 4 (Loss) Income from Continuing Operations (2) 27 101 67 193 Income from discontinued operations, net of tax — — — — — Net (Loss) Income Attributable to Xerox Holdings $ (2) $ 27 $ 101 $ 67 $ 193 2019 Total Revenues $ 2,180 $ 2,263 $ 2,179 $ 2,444 $ 9,066 Costs and Expenses 2,107 2,073 1,956 2,108 8,244 Income before Income Taxes and Equity Income 73 190 223 336 822 Income tax (benefit) expense (10) 50 66 73 179 Equity in net income of unconsolidated affiliates 2 2 1 3 8 Income from Continuing Operations 85 142 158 266 651 Income from discontinued operations, net of tax 51 42 64 553 710 Net Income 136 184 222 819 1,361 Less: Income from continuing operations attributable to noncontrolling interests 1 1 1 — 3 Less: Income from discontinued operations attributable to noncontrolling interests 2 2 — 1 5 Net Income Attributable to Xerox $ 133 $ 181 $ 221 $ 818 $ 1,353 _____________ (1) Fourth Quarter 2019 Revenues includes $77 million related to an OEM license agreement by and between Fuji Xerox and Xerox and Fourth Quarter 2019 Income from discontinued operations, net of tax includes an after-tax gain of $539 million on the sale of our investments in Fuji Xerox and Xerox International Partners. Refer to Note 6 - Divestitures in the Consolidated Financial Statements for additional information. (2) Fourth Quarter 2020 income tax expense includes a $7 million benefit for a reduction in the deferred tax liability associated with undistributed earnings that should have been recorded in Fourth Quarter 2019. Xerox 2020 Annual Report 148 Table of Contents Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None.