What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-23 · 135 added, 129 removed, 459 unchanged (37% 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 2022 Annual Report 150

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

3 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information regarding directors is incorporated herein by reference to the section entitled “Proposal 1 - Election of Directors” in our definitive Proxy Statement (2022 Proxy Statement) to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, in connection with our Annual Meeting of Stockholders.

The Proxy Statement will be filed within 120 days after the end of our fiscal year ended December 31, 2021.

The information regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference herein from the subsection entitled “Committee Functions, Membership and Meetings” in the section entitled “Proposal 1 - Election of Directors” in our 2022 Proxy Statement.

We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer.

The Finance Code of Conduct can be found on our website at:

www.xerox.com/investor and then clicking on Corporate Governance.

The content of our website is not incorporated by reference in this combined Form 10-K unless expressly noted.

Information concerning our Finance Code of Conduct can be found under "Corporate Governance" in our 2022 definitive Proxy Statement and is incorporated here by reference.

The information required by this Item, with the exception of the information concerning our executive officers, will be included in the Company's definitive proxy statement to be filed with the SEC within 120 days after December 31, 2022, in connection with the solicitation of proxies for the Company's 2023 annual meeting of shareholders (the 2023 Proxy Statement), and is incorporated herein by reference.

Executive Officers of Xerox

2 unchanged sentences

Name Age Present Position Year Appointed to Present Position Xerox Officer Since

Giovanni (John) Visentin 59 Vice Chairman and Chief Executive Officer 2018 2018

Bandrowczak 61 President and Chief Operations Officer 2018 2018

Michael Feldman 55 Executive Vice President, President Americas Operations 2017 2013

Bandrowczak 62 Chief Executive Officer 2022 2018

Bruno 58 President and Chief Operating Officer 2022 2022

Jacques-Edouard Gueden 57 Executive Vice President, President EMEA Operations 2021 2021

2 unchanged sentences

Pastor 38 Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer 2021 2018

Joanne Collins Smee 65 Executive Vice President, Chief Commercial, SMB and Channels Officer 2020 2018

Joanne Collins Smee 66 Executive Vice President, President Americas Operations 2022 2018

Shanker 62 Senior Vice President, Chief Technology Officer 2019 2019

63 Vice President, Chief Accounting Officer 2013 2010

Mirlanda Gecaj 49 Vice President, Chief Accounting Officer 2022 2022

Of the officers named above, Messrs.

Feldman, Gueden, Heiss and Mancini, Jr.

Gueden and Heiss and Ms.

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.

Bandrowczak was appointed Chief Executive Officer of Xerox in 2022 and previously served as President and Chief Operations Officer of Xerox since 2018.

Prior to joining Xerox, Mr.

Visentin served as a senior advisor to the chairman of Exela Technologies from August 2017 to May 2018, an operating partner for Advent International from September 2017 to May 2018 and a consultant to Icahn Capital in connection with a proxy contest at Xerox from March 2018 to May 2018.

From 2013 to 2017, he served as the executive chairman and chief executive officer of Novitex Enterprise Solutions and as an advisor with Apollo Global Management.

Visentin was also a director and chairman of the board of Presidio, Inc.

from 2015 to 2017.

From 2011 to 2012, he served as executive vice president and general manager of Hewlett Packard Company’s enterprise services business.

From 2007 to 2011, Mr.

Visentin served as general manager of integrated technology services for IBM.

Bandrowczak joined Xerox in 2018 after 2 years at Alight Solutions, a spin-out of AON, where he was the chief operating officer and chief information officer, responsible for the application portfolio and technical infrastructure of the organization.

Bandrowczak spent 2 years at Alight Solutions, a spin-out of AON, where he was the chief operating officer and chief information officer, responsible for the application portfolio and technical infrastructure of the organization.

Prior to his experience at Alight Solutions, Mr.

2 unchanged sentences

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

Bruno joined Xerox in 2022 as President & Chief Operating Officer and is responsible for operating model and go- to-market advancements to improve company performance.

He partners closely with the CEO and executive committee to shape the company's strategy and oversees global offerings, marketing, service delivery, manufacturing, supply chain, procurement, information technology, real estate, and Xerox's Digital & IT services business units.

Prior to joining Xerox, Mr.

Bruno served as Chief Operating Officer of Aon, a global professional services firm, and Chief Executive Officer of Data & Analytic Services.

As CEO of Data & Analytic Services, he was accountable for $2 billion of technology-enabled businesses, including the firm’s affinity, small business, and human capital management solution lines.

Prior to Aon, John was President, Industry & Field Operations and Executive Vice President of Corporate Development for NCR Corporation.

He has also held senior leadership positions with Goldman Sachs, Merrill Lynch, Cisco Systems, and United Parcel Services.

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,

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.

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.

Prior to Icahn Enterprises, Mr.

Pastor was an associate at Simpson, Thacher & Bartlett LLP, where he advised public companies on mergers and acquisitions, securities offerings, corporate governance and other general corporate matters.

Xerox 2022 Annual Report 152

Collins Smee joined Xerox in 2018 from the U.S.

7 unchanged sentences

Shanker was the CIO for Hewlett Packard (HP) and Palm, Inc.

Gecaj joined Xerox in 2022 as vice president and chief accounting officer.

Prior to this appointment, Mirlanda spent 5 years at Element Solutions Inc., where she was most recently the vice president, Global Shared Service Strategy, responsible for the re-design of Global Shared Services across all regions, established best practices and implemented process standardization, automation and ERP configuration.

Before joining Element Solutions, she was a senior manager with PricewaterhouseCoopers.

Executive Compensation

The information included under the following captions under “Proposal 1-Election of Directors” in our 2022 definitive Proxy Statement is incorporated herein by reference:

“Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards in 2021”, “Outstanding Equity Awards at 2021 Fiscal Year-End”, “Option Exercises and Stock Vested in 2021”, “Pension Benefits for the 2021 Fiscal Year”, “Nonqualified Deferred Compensation for the 2021 Fiscal Year”, “Potential Payments upon Termination or Change in Control”, "CEO Pay Ratio", “Summary of Director Annual Compensation", "Compensation Committee Interlocks and Insider Participation” and “Compensation Committee”.

The information included under the heading “Compensation Committee Report” in our 2022 definitive Proxy Statement is incorporated herein by reference;

however, this information shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act of 1934, as amended.

The information required by this Item will be included in the 2023 Proxy Statement, and is incorporated herein by reference, provided, however, that the information included under the heading “Pay Versus Performance” in our definitive 2023 Proxy Statement is not incorporated herein by reference or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans is incorporated herein by reference to the subsections entitled “Ownership of Company Securities,” and “Equity Compensation Plan Information” under “Proposal 1- Election of Directors” in our 2022 definitive Proxy Statement.

The information required by this Item will be included in the 2023 Proxy Statement, and is incorporated herein by reference.

Certain Relationships, Related Transactions and Director Independence

Information regarding certain relationships and related transactions is incorporated herein by reference to the subsection entitled “Certain Relationships and Related Person Transactions” under “Proposal 1- Election of Directors” in our 2022 definitive Proxy Statement.

The information regarding director independence is incorporated herein by reference to the subsections entitled “Corporate Governance” and “Director Independence” in the section entitled “Proposal 1 - Election of Directors” in our 2022 definitive Proxy Statement.

The information required by this Item will be included in the 2023 Proxy Statement, and is incorporated herein by reference.

Principal Accounting Fees and Services

The information regarding principal auditor fees and services is incorporated herein by reference to the section entitled “Proposal 2 - Ratification of Election of Independent Registered Public Accounting Firm” in our 2022 definitive Proxy Statement.

The information required by this Item will be included in the 2023 Proxy Statement, and is incorporated herein by reference.

Xerox 2022 Annual Report 153

15 unchanged sentences

▪ All other schedules are omitted as they are not applicable, or the information required is included in the financial statements or notes thereto.

(2) Financial Statement Schedule:

(2) Financial Statement Schedules:

▪ Xerox Holdings Corporation Schedule II - Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2022 ;

▪ Xerox Corporation Schedule II - Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2022 .

(3) The exhibits filed herewith are set forth in the Index of Exhibits included herein .

(b) The management contracts or compensatory plans or arrangements listed in the “Index of Exhibits” that are applicable to the executive officers named in the Summary Compensation Table which appears in Registrant's 2022 Proxy Statement or to our directors are preceded by an asterisk (*) .

Form 10-K Summary

Xerox 2021 Annual Report 151

Xerox Holdings Corporation

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

XEROX HOLDINGS CORPORATION

/s/ G IOVANNI V ISENTIN

Giovanni Visentin

Vice Chairman and Chief Executive Officer

February 23, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

February 23, 2022

Principal Executive Officer:

/S/ G IOVANNI V ISENTIN

Vice Chairman, Chief Executive Officer and Director

Giovanni Visentin

Principal Financial Officer:

/S/ X AVIER H EISS

Executive Vice President and Chief Financial Officer

Principal Accounting Officer:

/S/ J OSEPH H.

M ANCINI, J R.

Vice President and Chief Accounting Officer

/S/ K EITH C OZZA

Chairman and Director

/S/ J OSEPH J.

/S/ C HERYL G ORDON K RONGARD

Cheryl Gordon Krongard

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

Xerox Corporation

XEROX CORPORATION

/s/ G IOVANNI V ISENTIN

Giovanni Visentin

Vice Chairman and Chief Executive Officer

February 23, 2022

Principal Executive Officer:

/S/ G IOVANNI V ISENTIN

Vice Chairman, Chief Executive Officer and Director

Giovanni Visentin

Principal Financial Officer:

/S/ X AVIER H EISS

Executive Vice President and Chief Financial Officer

Principal Accounting Officer:

/S/ J OSEPH H.

M ANCINI, J R.

Vice President and Chief Accounting Officer

/S/ K EITH C OZZA

Chairman and Director

/S/ J OSEPH J.

/S/ C HERYL G ORDON K RONGARD

Cheryl Gordon Krongard

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

(3) Exhibits required to be filed by Item 601 of Regulation S-K:

See the Index of Exhibits at pages 157 through 163 inclusive, which is attached to and incorporated into and made a part of this Annual Report.

Xerox 2022 Annual Report 154

24 unchanged sentences

Deferred Tax Asset Valuation Allowances:

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

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

Year Ended December 31, 2022 $ 357 7 2 $ 366

2 unchanged sentences

_____________

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

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

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.

25 unchanged sentences

Deferred Tax Asset Valuation Allowances:

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

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

Year Ended December 31, 2022 $ 357 7 2 $ 366

2 unchanged sentences

_____________

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

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

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.

14 unchanged sentences

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

Incorporated by reference to Exhibit 3(b)(2) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

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.

24 unchanged sentences

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

Xerox 2022 Annual Report 157

Form of Indenture dated August 6, 2020 among Xerox Holdings Corporation, Xerox Corporation and U.S.

2 unchanged sentences

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

Xerox 2021 Annual Report 156

Description of Xerox Holdings Corporation Capital Stock.

7 unchanged sentences

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 (*).

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

28 unchanged sentences

001-39013 and 001-04471.

Xerox 2022 Annual Report 158

Form of Restricted Stock Unit ("RSU") Agreement under 2004 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

Xerox 2021 Annual Report 157

Form of RSU Award Summary under 2004 ECPNED.

52 unchanged sentences

See SEC File Number 001-04471.

Xerox 2022 Annual Report 159

Amendment No.

2 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.

116 unchanged sentences

Management Incentive Plan for 2021.

Incorporated by reference to Exhibit 10(f)(14) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

Performance Elements for 2021 Executive Long-Term Incentive Program.

5 unchanged sentences

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

Incorporated by reference to Exhibit 10(f)(17) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(18) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(19) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(20) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

Management Incentive Plan for 2022.

Incorporated by reference to Exhibit 10(f)(21) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

Performance Elements for 2022 Executive Long-Term Incentive Program.

Incorporated by reference to Exhibit 10(f)(22) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

Form of 2023 Restricted Stock Unit Award Agreement, 3-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

Form of 2023 Restricted Stock Unit Award Agreement, 2-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

Form of 2023 Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

Xerox 2022 Annual Report 162

Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 3-Year under XHCPIP, amended and effective as of October 21, 2021.

Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 2-Year under XHCPIP, amended and effective as of October 21, 2021.

Form of 2023 Restricted Stock Unit Award Agreement, 3-year under XHCPIP, amended and effective as of October 21, 2021.

Form of 2023 Restricted Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021.

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021.

Form of 2023 Performance Stock Unit Award Agreement under XHCPIP, amended and effective as of October 21, 2021.

Management Incentive Plan for 2023

Management Incentive Plan for 2022 Performance Report

Performance Elements for 2023 Executive Long-Term Incentive Program

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

13 unchanged sentences

Consent of PricewaterhouseCoopers LLP re Xerox Holdings Corporation.

Xerox 2021 Annual Report 161

Consent of PricewaterhouseCoopers LLP re Xerox Corporation.

7 unchanged sentences

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

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 (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.

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Calculation Linkbase Document

101.LAB Inline XBRL Taxonomy Label Linkbase Document

101.PRE Inline XBRL Taxonomy Presentation Linkbase Document

101.DEF Inline XBRL Taxonomy Definition Document

104 The Cover Page Interactive Data File (formatted as Inline iXBRL and contained in Exhibit 101)

* Indicates a management contract or compensatory plan or arrangement.

Xerox 2022 Annual Report 163

Form 10-K Summary

Xerox 2022 Annual Report 164

Xerox Holdings Corporation

XEROX HOLDINGS CORPORATION

/s/ S TEVEN J .

Chief Executive Officer

February 23, 2023

Principal Executive Officer:

/s/ S TEVEN J .

Chief Executive Officer and Director

Principal Financial Officer:

/S/ X AVIER H EISS

Executive Vice President and Chief Financial Officer

Principal Accounting Officer:

/S/ M IRLANDA G ECAJ

Vice President and Chief Accounting Officer

Mirlanda Gecaj

/S/ J AMES L.

Chairman and Director

/S/ J OSEPH J.

/S/ P HILIP G IORDONO

Philip Giordano

S COTT L ETIER

/S/ J ESSE A.

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ S TEVEN D.

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

Margarita Paláu-Hernández

Xerox 2022 Annual Report 165

Xerox Corporation

XEROX CORPORATION

/s/ S TEVEN J .

Chief Executive Officer

February 23, 2023

Principal Executive Officer:

/s/ S TEVEN J .

Chief Executive Officer and Director

Principal Financial Officer:

/S/ X AVIER H EISS

Executive Vice President and Chief Financial Officer

Principal Accounting Officer:

/S/ M IRLANDA G ECAJ

Vice President and Chief Accounting Officer

Mirlanda Gecaj

/S/ J AMES L.

Chairman and Director

/S/ J OSEPH J.

/S/ P HILIP G IORDONO

Philip Giordano

S COTT L ETIER

/S/ J ESSE A.

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ S TEVEN D.

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

Margarita Paláu-Hernández

Xerox 2022 Annual Report 166

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