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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-25 · 98 added, 78 removed, 490 unchanged (26% of the section changed)

18 unchanged sentences

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In July 2021, the Company entered into a shared services arrangement with Tata Consulting Services (TCS), whereby TCS will provide business processing outsourcing services in support of our global finance organization.

TCS will leverage their existing technology and make additional investments as required to consolidate, optimize and automate the supported services with the goal of providing improved service levels and cost savings.

This arrangement is not in response to any identified deficiency or weakness in the Company’s internal control over

Xerox 2021 Annual Report 146

financial reporting.

In response to this arrangement, the Company has and will continue to align and streamline the design and operation of its financial control environment and ensure that controls are adequately maintained in the transition of services to TCS.

Xerox Corporation

16 unchanged sentences

This arrangement is not in response to any identified deficiency or weakness in the Company’s internal control over financial reporting.

In response to this arrangement, the Company has and will continue to align and streamline the

Xerox 2021 Annual Report 147

design and operation of its financial control environment and ensure that controls are adequately maintained in the transition of services to TCS.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Xerox 2021 Annual Report 148

23 unchanged sentences

Of the officers named above, Messrs.

Feldman, Gueden, Heiss and Mancini, Jr., have been officers or executives of Xerox, or its subsidiaries, for at least the past five years.

Feldman, Gueden, Heiss and Mancini, Jr.

Morno-Wade, have been officers or executives of Xerox, or its subsidiaries, for at least the past five years.

Visentin joined Xerox as Vice Chairman and CEO in May 2018.

12 unchanged sentences

He has also held senior positions at Avaya, Nortel, Lenovo, DHL and Avnet.

Morno-Wade joined Xerox in 2016 after 11 years as vice president, compensation, benefits and HR information systems at Hess Corporation.

She has also held senior HR positions at Quantum, Mitsubishi, General Electric and Quaker Oats.

Xerox 2020 Annual Report 151

Pastor joined Xerox as Executive Vice President and General Counsel in 2018.

1 unchanged sentence

Prior to Xerox, Mr.

Pastor spent 5 years at Icahn Enterprises L.P., where he was most recently the deputy general counsel, responsible for, among other things, numerous long-term strategic initiatives, including the acquisitions and dispositions of various operating companies, and investments in and engagements with various public and private companies.

Pastor spent 5 years at Icahn Enterprises L.P., where he was most recently the deputy general counsel, responsible for,

Xerox 2021 Annual Report 149

among other things, numerous long-term strategic initiatives, including the acquisitions and dispositions of various operating companies, and investments in and engagements with various public and private companies.

Prior to Icahn Enterprises, Mr.

22 unchanged sentences

Xerox 2021 Annual Report 150

Exhibits and Financial Statements Schedules

Exhibit and Financial Statement Schedules

(a) (1) Index to Financial Statements filed as part of this report:

▪ Xerox Holdings Corporation Report of Independent Registered Public Accounting Firm ;

▪ Xerox Corporation Report of Independent Registered Public Accounting Firm ;

▪ Xerox Holdings Corporation Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2020 ;

▪ Xerox Corporation Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2020 ;

▪ Xerox Holdings Corporation Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2020 ;

▪ Xerox Corporation Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2020 ;

▪ Xerox Holdings Corporation Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) ;

▪ Xerox Corporation Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) ;

▪ Xerox Holdings Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2021 ;

▪ Xerox Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2021 ;

▪ Xerox Holdings Corporation Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended December 31, 2021 ;

▪ Xerox Corporation Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended December 31, 2021 ;

▪ Xerox Holdings Corporation Consolidated Balance Sheets as of December 31, 2021 and 2020 ;

3 unchanged sentences

▪ Xerox Holdings Corporation Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2021 ;

▪ Xerox Corporation Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2020 ;

▪ Xerox Corporation Consolidated Statements of Shareholder's Equity for each of the three years in the period ended December 31, 2021 ;

▪ Notes to the Consolidated Financial Statements ;

29 unchanged sentences

Chairman and Director

/S/ J ONATHAN C HRISTODORO

Jonathan Christodoro

/S/ J OSEPH J.

/S/ N ICHOLAS G RAZIANO

Nicholas Graziano

/S/ C HERYL G ORDON K RONGARD

1 unchanged sentence

S COTT L ETIER

/S/ J ESSE A.

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ S TEVEN D.

/S/ J AMES L.

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

Margarita Paláu-Hernández

Xerox 2021 Annual Report 152

21 unchanged sentences

Chairman and Director

/S/ J ONATHAN C HRISTODORO

Jonathan Christodoro

/S/ J OSEPH J.

/S/ N ICHOLAS G RAZIANO

Nicholas Graziano

/S/ C HERYL G ORDON K RONGARD

1 unchanged sentence

S COTT L ETIER

/S/ J ESSE A.

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ S TEVEN D.

/S/ J AMES L.

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

Margarita Paláu-Hernández

Xerox 2021 Annual Report 153

24 unchanged sentences

Deferred Tax Asset Valuation Allowances:

(in millions) Balance at beginning of period Additions charged to income tax expense Amounts credited to other accounts (1)

(in millions) Balance at beginning of period Additions charged to income tax (benefit) expense Amounts credited to other accounts (1)

Year Ended December 31, 2021 $ 396 ( 9 ) ( 30 ) $ 357

3 unchanged sentences

(1) Reflects other decreases to our valuation allowance, including the effects of currency.

These did not affect Income tax expense in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive income.

These did not affect Income tax (benefit) expense in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive (loss) income.

Xerox 2021 Annual Report 154

24 unchanged sentences

Deferred Tax Asset Valuation Allowances:

(in millions) Balance at beginning of period Additions charged to income tax expense Amounts credited to other accounts (1)

(in millions) Balance at beginning of period Additions charged to income tax (benefit) expense Amounts credited to other accounts (1)

Year Ended December 31, 2021 $ 396 ( 9 ) ( 30 ) $ 357

3 unchanged sentences

(1) Reflects other decreases increases to our valuation allowance, including the effects of currency.

These did not affect Income tax expense in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive income.

These did not affect Income tax (benefit) expense in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive (loss) income.

Xerox 2021 Annual Report 155

3 unchanged sentences

Document and Location

Agreement and Plan of Merger dated as of March 15, 2019, by and among Xerox Corporation, Xerox Holdings Corporation and Xerox Merger Sub., Inc.

Incorporated by reference to Exhibit 2.1 to Xerox Corporation's Current Report on Form 8-K dated March 15, 2019.

See SEC File Number 001-04471.

Separation and Distribution Agreement dated as of December 30, 2016 by and between Xerox Corporation and Conduent Incorporated.

Incorporated by reference to Exhibit 2.1 to Xerox Corporation's Current Report on Form 8-K dated December 30, 2016.

See SEC File Number 001-04471.

Certificate of Merger, dated July 31, 2019, of Xerox Merger Sub., Inc.

into Xerox Corporation.

Incorporated by reference to Exhibit 3.1 to Xerox Corporation's Current Report on Form 8-K dated July 31, 2019.

See SEC File Number 001-04471.

Restated Certificate of Incorporation of Xerox Corporation's filed with the Department of State of New York on July 31, 2019.

5 unchanged sentences

Amended and Restated By-Laws of Xerox Corporation dated July 22, 2021.

Incorporated by reference to Exhibit 3.3 to Xerox Corporation's Amended Current Report on Form 8-K dated July 31, 2019 (filed August 16, 2019).

See SEC File Number 001-04471.

Amended and Restated By-Laws of Xerox Holdings Corporation as amended through March 6, 2020.

Incorporated by reference to Exhibit 3.

1 to Xerox Holdings Corporation's Current Report on Form 8-K dated March 6, 2020.

See SEC File Number 001-39013.

Incorporated by reference to Exhibit 3.3 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

See SEC File Numbers 001-39013 and 001-04471.

Amended and Restated By-Laws of Xerox Holdings Corporation dated February 17, 2022.

Form of Amended and Restated Credit Agreement dated as of August 9, 2017 ("Credit Agreement") between Xerox Corporation and the Initial Lenders named therein, Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc., J.P.

16 unchanged sentences

See SEC File Numbers 001-39013 and 001-04471.

Xerox 2020 Annual Report 158

Form of Indenture dated as of December 4, 2009 between Xerox Corporation and the Bank of New York Mellon, as trustee, relating to an unlimited amount of senior debt securities.

10 unchanged sentences

See SEC File Numbers 001-39013 and 001-04471.

Xerox 2021 Annual Report 156

Description of Xerox Holdings Corporation Capital Stock.

1 unchanged sentence

See SEC File Numbers 001-39013 and 001-04471.

4(g) Instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of Xerox Holdings Corporation and/or Xerox Corporation, as applicable, and its subsidiaries on a consolidated basis have not been filed.

Form of Registration Rights Agreement dated as of April 2021 by and among Xerox Holdings Corporation, Carl C.

Icahn and the named Icahn companies.

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 .

See SEC File Numbers 001-39013 and 001-04471.

4(h) Instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of Xerox Holdings Corporation and/or Xerox Corporation, as applicable, and its subsidiaries on a consolidated basis have not been filed.

Xerox Holdings Corporation and/or Xerox Corporation, as applicable, agrees to furnish to the Commission a copy of each such instrument upon request.

10 The management contracts or compensatory plans or arrangements listed below that are applicable to the executive officers named in the Summary Compensation Table which appears in Xerox Holdings Corporation's 2022 Proxy Statement or to our directors are preceded by an asterisk (*).

Executive Salary Continuance Program effective March 1, 2017.

Incorporated by reference to paragraph 10(a)(3) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

See SEC File Number 001-04471.

Form of Severance Agreement entered into with various executive officers, effective October 2010.

Incorporated by reference to Exhibit 10(t) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

See SEC File Number 001-04471.

Officer Severance Program, as amended and restated effective February 17, 2021.

Incorporated by reference to Exhibit 10(a)(3) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

See SEC File Nos.

001-39013 and 001-04471.

Amended Letter Agreement dated April 17, 2019 between Xerox Corporation and Giovanni (John) Visentin.

13 unchanged sentences

See SEC File Number 001-04471.

Xerox 2020 Annual Report 159

Form of DSU Deferral under 2004 ECPNED.

13 unchanged sentences

001-39013 and 001-04471.

Xerox 2021 Annual Report 157

Form of RSU Award Summary under 2004 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, 2021 Amendment and Restatement ("2021 ECPNED")

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's Current Report on Form 8-K dated May 20, 2021.

See SEC File Number 001-39013.

Form of Deferred Stock Unit (“DSU”) Agreement under 2021 ECPNED.

Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021.

See SEC File Nos.

001-39013 and 001-04471.

Form of DSU Award Summary under 2021 ECPNED.

Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021.

See SEC File Nos.

001-39013 and 001-04471.

Form of Restricted Stock Unit (“RSU”) Agreement under 2021 ECPNED.

Incorporated by reference to Exhibit 10.11 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021.

See SEC File Nos.

001-39013 and 001-04471.

Form of RSU Award Summary under 2021 ECPNED.

Incorporated by reference to Exhibit 10.12 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021.

See SEC File Nos.

001-39013 and 001-04471.

Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of June 30, 2017 ("2017 PIP").

5 unchanged sentences

See SEC File Number 001-04471.

Performance Elements for 2018 Executive Long-Term Incentive Program ("2018 ELTIP").

Incorporated by reference to Exhibit 10(e)(31) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

See SEC File Number 001-04471.

Form of Omnibus Award Agreement under PIP;

26 unchanged sentences

See SEC File Number 001-04471.

Xerox 2021 Annual Report 158

Amendment to CEO Option and Performance Share / Restricted Stock Unit Award Agreements.

1 unchanged sentence

See SEC File Number 001-04471.

Xerox 2020 Annual Report 160

Amendment No.

44 unchanged sentences

001-39013 and 001-04471.

Xerox 2021 Annual Report 159

Form of PSU Award Summary under Xerox Corporation 2004 Performance Incentive Plan, as amended.

2 unchanged sentences

001-39013 and 001-04471.

Xerox 2020 Annual Report 161

Form of RSU Award Summaries under Xerox Corporation 2004 Performance Incentive Plan, as amended.

6 unchanged sentences

001-39013 and 001-04471.

Management Incentive Plan for 2020.

Performance Elements for 2020 Executive Long-Term Incentive Program.

34 unchanged sentences

Form of Leadership Retention Award under XHCPIP.

Incorporated by reference to Exhibit 10(f)(9) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

See SEC File Numbers 001-39013 and 001-04471.

Xerox 2021 Annual Report 160

Form of Omnibus Award Agreement under XHCPIP:

RSUs (2-year ratable 50/50).

Incorporated by reference to Exhibit 10(f)(10) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

See SEC File Numbers 001-39013 and 001-04471.

Form of Omnibus Award Agreement under XHCPIP:

RSUs (3-year ratable 33/33/34).

Incorporated by reference to Exhibit 10(f)(1 1 ) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

See SEC File Numbers 001-39013 and 001-04471.

Form of PSU Award Summary under XHCPIP.

2 unchanged sentences

001-39013 and 001-04471.

Xerox 2020 Annual Report 162

Form of RSU Award Summary under XHCPIP.

4 unchanged sentences

Performance Elements for 2021 Executive Long-Term Incentive Program.

Separation Agreement dated February 28, 2020 between Xerox France SAS and Herve N.

Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation's and Xerox Corporation’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2020.

Incorporated by reference to Exhibit 10(f)(15) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

See SEC File Numbers 001-39013 and 001-04471.

Xerox Holdings Corporation Performance Incentive Plan, as amended through October 21, 2021.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2021.

See SEC File Numbers 001-39013 and 001-04471.

Form of E-LTIP Performance Share Unit (“PSU”) Award Agreement (2022) under XHCPIP.

Form of E-LTIP Restricted Stock Unit (“RSU”) Graduated-Vesting Award Agreement (2022) under XHCPIP.

Form of E-LTIP RSU Cliff-Vesting Award Agreement (2022) under XHCPIP.

Form of International Appendix to E-LTIP PSU and RSU Award Agreements (2022) under XHCPIP .

Management Incentive Plan for 2022.

Performance Elements for 2022 Executive Long-Term Incentive Program.

Compensation Terms for Xavier Heiss, Chief Financial Officer, effective January 1, 2021.

Incorporated by reference to Item 5.02 of Xerox Holding Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 10, 2020.

Incorporated by reference to Item 5.02 of Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 10, 2020.

See SEC File Numbers 001-39013 and 001-04471.

2 unchanged sentences

See SEC File Number 001-04471.

2006 Technology Agreement dated as of April 1, 2006 by and between Xerox Corporation and Fuji Xerox Co., Ltd.

("2006 Technology Agreement").

Incorporated by reference to Exhibit 99.4 to Xerox Corporation's Current Report on Form 8-K dated January 31, 2018.

See SEC File Number 001-04471.

Amendment No.

1, dated November 5, 2019, to 2006 Technology Agreement.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's Current Report on Form 8-K dated November 5, 2019.

See SEC File Number 001-39013.

Master Program Agreement dated as of September 9, 2013 by and between Xerox Corporation and Fuji Xerox Co., Ltd.

("Master Program Agreement").

Incorporated by reference to Exhibit 99.5 to Xerox Corporation's Current Report on Form 8-K dated January 31, 2018.

See SEC File Number 001-04471.

Amendment No.

1, dated November 5, 2019, to Master Program Agreement.

Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's Current Report on Form 8-K dated November 5, 2019.

See SEC File Number 001-39013.

Nomination and Standstill Agreement, dated as of January 26, 2021, by and among Xerox Holdings Corporation, Carl C.

7 unchanged sentences

Consent of PricewaterhouseCoopers LLP re Xerox Holdings Corporation.

Xerox 2021 Annual Report 161

Consent of PricewaterhouseCoopers LLP re Xerox Corporation.

5 unchanged sentences

§1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

Xerox 2020 Annual Report 163

Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C.

1 unchanged sentence

101 The following financial information from Xerox Holdings Corporation and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2021 was formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Xerox Holdings Corporation Consolidated Statements of Income, (ii) Xerox Holdings Corporation Consolidated Statements of Comprehensive Income, (iii) Xerox Holdings Corporation Consolidated Balance Sheets, (iv) Xerox Holdings Corporation Consolidated Statements of Cash Flows, (v) Xerox Holdings Corporation Consolidated Statements of Shareholders' Equity (vi) Xerox Corporation Consolidated Statements of Income, (vii) Xerox Corporation Consolidated Statements of Comprehensive Income, (viii) Xerox Corporation Consolidated Balance Sheets, (ix) Xerox Corporation Consolidated Statements of Cash Flows, (xi) Xerox Corporation Consolidated Statements of Shareholders' Equity and (xii) Notes to the Consolidated Financial Statements.

(i) Xerox Holdings Corporation Consolidated Statements of (Loss) Income, (ii) Xerox Holdings Corporation Consolidated Statements of Comprehensive (Loss) Income, (iii) Xerox Holdings Corporation Consolidated Balance Sheets, (iv) Xerox Holdings Corporation Consolidated Statements of Cash Flows, (v) Xerox Holdings Corporation Consolidated Statements of Shareholders' Equity (vi) Xerox Corporation Consolidated Statements of (Loss) Income, (vii) Xerox Corporation Consolidated Statements of Comprehensive (Loss) Income, (viii) Xerox Corporation Consolidated Balance Sheets, (ix) Xerox Corporation Consolidated Statements of Cash Flows, (xi) Xerox Corporation Consolidated Statements of Shareholder's Equity and (xii) Notes to the Consolidated Financial Statements.

104 The cover page of this Annual Report on Form 10-K, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

1 unchanged sentence

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 9A. Controls and Procedures