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Item 5. Market for Registrant’s Common Equity

2022-02-23 compared with 2021-02-25 · 29 added, 85 removed, 48 unchanged (70% of the section changed)

2 unchanged sentences

Stock Exchange Information

Xerox Holdings Corporation's common stock (XRX) is listed on the New York Stock Exchange.

Xerox Holdings Corporation's common stock (XRX) is listed on the Nasdaq Global Select Market.

There is no established public trading market for Xerox Corporation's common stock, as all of the outstanding Xerox common stock is held solely by Xerox Holdings.

Common Shareholders of Record

See Item 6 - Selected Financial Data, Xerox Holdings Corporation Five Years in Review - Common Shareholders of Record at Year-End, for additional information.

As of December 31, 2021, Xerox Holdings Corporation had approximately 21,336 shareholders of record.

For additional information regarding dividends, refer to Item 8 - Financial Statements and Supplementary Data, Xerox Holdings Corporation Statement of Shareholders' Equity, which is incorporated herein by reference.

Performance Graph

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During the quarter ended December 31, 2021, Xerox Holdings Corporation issued the following securities in transactions that were not registered under the Securities Act of 1933, as amended (the Act).

Dividend Equivalent

(a) Securities issued on October 30, 2020:

Annual Director Fees

(a) Securities issued on November 11, 2021:

Xerox Holdings Corporation issued 8,683 deferred stock units (DSUs), representing the right to receive shares of Common Stock, par value $1 per share, at a future date.

(b) No underwriters participated.

The shares were issued to each of the non-employee Directors of Xerox Holdings Corporation:

The DSUs were issued to Jesse A.

Lynn, a non-employee Director of Xerox Holdings Corporation.

Lynn joined the Board of Directors in November 2021.

(c) The DSUs were issued at a deemed purchase price of $19.82 per DSU (aggregate price $172,097), based upon the market value of our Common Stock on the date of issuance, in payment of the Annual Director's fees pursuant to Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors (as amended and restated in 2021 (the 2021 Restatement)).

The number of DSUs awarded was prorated to reflect that Mr.

Lynn joined the Board of Directors in November 2021.

(d) Exemption from registration under the Act was claimed based upon Section 4(2) as a sale by an issuer not involving a public offering.

Dividend Equivalents

(a) Securities issued on November 1, 2021:

Xerox Holdings Corporation issued 3,139 deferred stock units (DSUs), representing the right to receive shares of Common Stock, par value $1 per share, at a future date.

(b) No underwriters participated.

The DSUs were issued to each of the non-employee Directors of Xerox Holdings Corporation, two former non-employee Directors of Xerox Corporation and one former non-employee Director of Xerox Holdings Corporation:

Jonathan Christodoro, Keith Cozza, Joseph J.

Echevarria, Nicholas Graziano, Cheryl Gordon Krongard and Scott Letier.

(c) The DSUs were issued at a deemed purchase price of $18.71 per DSU (aggregate price $44,099), based upon the market value on the date of record, in payment of the dividend equivalents due to DSU holders pursuant to Xerox Holdings Corporation’s 2004 Equity Compensation Plan for Non-Employee Directors (as amended and restated in 2019 (the 2019 Restatement)).

Echevarria, Nicholas Graziano, Aris Kekedjian, Cheryl Gordon Krongard, Scott Letier, Nichelle Maynard-Elliott, Steven D.

Miller and Margarita Paláu-Hernández.

(c) The DSUs were issued at a deemed purchase price of $20.35 per DSU (aggregate price $63,879), based upon the market value of our Common Stock on the date of record, in payment of the dividend equivalents due to DSU holders pursuant to Xerox Holdings Corporation’s 2004 Equity Compensation Plan for Non-Employee Directors (as amended and restated in 2021 (the 2021 Restatement)).

(d) Exemption from registration under the Act was claimed based upon Section 4(2) as a sale by an issuer not involving a public offering.

Issuer Purchases of Equity Securities During the Quarter Ended December 31, 2021

In January 2021, the Xerox Holdings Corporation's Board of Directors authorized an additional $100 million of share repurchase authority, bringing the total authorization of the already existing share repurchase program to $1.1 billion (excluding fees and expenses).

In October 2021, the Xerox Holdings Corporation's Board of Directors authorized a $500 million share repurchase program (exclusive of any commissions and other transaction fees and costs related thereto).

This program replaced the approximate $450 thousand of authority remaining under Xerox Holdings Corporation's previously authorized $1.1 billion share repurchase program.

Repurchases of Xerox Holdings Corporation’s Common Stock, par value $1 per share, include the following:

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(1) Exclusive of fees and costs.

(2) Of the $1.1 billion of share repurchase authority previously granted by the Xerox Holdings Corporation's Board of Directors, exclusive of fees and expenses, approximately $600 million has been used through December 31, 2020.

(1) Exclusive of fees and expenses.

(2) Of the $500 million of share repurchase authority previously granted by the Xerox Holdings Corporation's Board of Directors, exclusive of fees and expenses, approximately $387 million has been used through December 31, 2021.

Repurchases may be made on the open market, or through derivative or negotiated contracts.

Open-market repurchases will be made in compliance with the Securities and Exchange Commission’s Rule 10b-18, and are subject to market conditions, as well as applicable legal and other considerations.

(3) Balances do not include the $100 million of additional share repurchase authority authorized in January 2021.

(3) Balances do not include the remaining authority of approximately $450 thousand under Xerox Holdings Corporation's previously authorized share repurchase program, which was cancelled by Xerox Holdings Corporation's Board of Directors in October 2021.

Xerox 2021 Annual Report 25

Repurchases Related to Stock Compensation Programs (1) :

7 unchanged sentences

December 1 through 31 195,562 23.31 n/a n/a

Total 209,197

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(1) These repurchases are made under a provision in our restricted stock compensation programs for the indirect repurchase of shares through a net-settlement feature upon the vesting of shares in order to satisfy minimum statutory tax-withholding requirements.

(2) Exclusive of fees and costs.

Xerox 2020 Annual Report 23

Selected Financial Data

Xerox Holdings Corporation

Five Years in Review

(in millions, except per-share data) 2020 2019 2018 2017 2016

Per-Share Data

Income from continuing operations

Basic $ 0.85 $ 2.86 $ 1.17 $ 0.20 $ 1.81

Diluted 0.84 2.78 1.16 0.20 1.79

Net Income (Loss) Attributable to Xerox Holdings

Basic 0.85 6.03 1.40 0.71 (1.95)

Diluted 0.84 5.80 1.38 0.71 (1.93)

Common stock dividends declared 1.00 1.00 1.00 1.00 1.24

Revenues $ 7,022 $ 9,066 $ 9,662 $ 9,991 $ 10,440

Sales 2,449 3,227 3,454 3,412 3,532

Services, maintenance and rentals 4,347 5,595 5,940 6,285 6,583

Financing 226 244 268 294 325

Income from continuing operations 192 651 310 70 486

Income from continuing operations - Xerox Holdings 192 648 306 66 483

Net income (loss) 192 1,361 374 207 (468)

Net income (loss) - Xerox Holdings 192 1,353 361 195 (471)

Financial Position (1)(2)

Working capital $ 3,305 $ 2,705 $ 1,462 $ 2,507 $ 2,357

Total Assets 14,741 15,047 14,874 15,946 18,051

Consolidated Capitalization (1)

Short-term debt and current portion of long-term debt $ 394 $ 1,049 $ 961 $ 282 $ 1,011

Long-term debt 4,050 3,233 4,269 5,235 5,305

Total Debt (2)

4,444 4,282 5,230 5,517 6,316

Convertible preferred stock 214 214 214 214 214

Xerox Holdings shareholders' equity 5,592 5,587 5,005 5,256 4,709

Noncontrolling interests 4 7 34 37 38

Total Consolidated Capitalization $ 10,254 $ 10,090 $ 10,483 $ 11,024 $ 11,277

Selected Data and Ratios

Common shareholders of record at year-end 23,916 25,398 26,742 28,752 31,803

Book value per common share $ 28.19 $ 26.28 $ 21.80 $ 20.64 $ 18.57

Year-end common stock market price $ 23.19 $ 36.87 $ 19.76 $ 29.15 $ 23.00

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(1) Balance sheet amounts prior to 2019 include balances related to our investments in XIP and Fuji Xerox, which were sold in November 2019.

Refer to Note 6 - Divestitures in our Consolidated Financial Statements for additional information.

(2) As a result of the adoption of ASC 842, Leases effective January 1, 2019, finance lease obligations are reported in Other current and Long-term liabilities.

Prior to 2019, finance lease obligations are included in Debt.

Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies and, Note 11 - Lessee, in our Consolidated Financial Statements for additional information.

Xerox 2020 Annual Report 24

Xerox Corporation

Five Years in Review

(in millions) 2020 2019 2018 2017 2016

Revenues $ 7,022 $ 9,066 $ 9,662 $ 9,991 $ 10,440

Sales 2,449 3,227 3,454 3,412 3,532

Services, maintenance and rentals 4,347 5,595 5,940 6,285 6,583

Financing 226 244 268 294 325

Income from continuing operations 193 651 310 70 486

Income from continuing operations - Xerox 193 648 306 66 483

Net income (loss) 193 1,361 374 207 (468)

Net income (loss) - Xerox 193 1,353 361 195 (471)

Financial Position (1)(2)

Working capital $ 3,395 $ 2,771 $ 1,462 $ 2,507 $ 2,357

Total Assets 14,730 15,047 14,874 15,946 18,051

Consolidated Capitalization (1)

Short-term debt and current portion of long-term debt $ 394 $ 1,049 $ 961 $ 282 $ 1,011

Long-term debt 2,557 3,233 4,269 5,235 5,305

Total Debt (2)

2,951 4,282 5,230 5,517 6,316

Convertible preferred stock — — 214 214 214

Xerox shareholders' equity 7,381 5,867 5,005 5,256 4,709

Noncontrolling interests 4 7 34 37 38

Total Consolidated Capitalization $ 10,336 $ 10,156 $ 10,483 $ 11,024 $ 11,277

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(1) Balance sheet amounts prior to 2019 include balances related to our investments in XIP and Fuji Xerox, which were sold in November 2019.

Refer to Note 6 - Divestitures in our Consolidated Financial Statements for additional information.

(2) As a result of the adoption of ASC 842, Leases effective January 1, 2019, finance lease obligations are reported in Other current and Long-term liabilities.

Prior to 2019, finance lease obligations are included in Debt.

Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies and Note 11 - Lessee, in our Consolidated Financial Statements for additional information.

(2) Exclusive of fees and expenses.

Information pertaining to Item 6 is not presented in accordance with amendments to Item 301 of Regulation S-K.

Xerox 2021 Annual Report 26

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity