Xerox Holdings Corp 10-K

Item 8. Financial Statements and Supplementary Data Xerox 2022 Annual Report 67 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, 2022 and 2021, and the related consolidated statements of (loss) income, of comprehensive (loss) income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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 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. Xerox 2022 Annual Report 68 Table of Contents 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 - U.S. Foreign Tax Credit Carryforwards As described in Note 19 to the consolidated financial statements, the Company has recorded $772 million of deferred tax assets, net of a valuation allowance of $366 million, as of December 31, 2022 , which includes U.S. foreign tax credit carryforwards with a limited life. 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 U.S. foreign 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 related to the U.S. foreign tax credit carryforwards is a critical audit matter are (i) the significant judgment by management in assessing the realizability of deferred tax assets related to the Company's U.S. foreign tax credit carryforwards with a limited life; (ii) 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; (iii) 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 related to the Company's U.S. foreign tax credit carryforwards with a limited life, including evaluating the reasonableness of the assumptions related to projected future taxable income. Evaluating management’s assumptions related to projected future taxable income involved evaluating whether the assumptions were reasonable by considering historical profitability as well as other audit evidence related to management’s forecasts. Professionals with specialized skill and knowledge were used to assist in the evaluation of management’s application of income tax law in determining projected future taxable income and the assessment of the realizability of deferred tax assets related to the Company's U.S. foreign tax credit carryforwards with a limited life. Interim Goodwill Impairment Assessment - Print and Other Reporting Unit As described in Notes 1, 2 and 12 to the consolidated financial statements, the Company has recorded $2,820 million of goodwill as of December 31, 2022 which is allocated to the Print and Other 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 the 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. 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 income approach and a market approach. In the third quarter 2022, management determined there was a triggering event requiring an interim quantitative assessment of goodwill. After completing the interim impairment test, management concluded that the estimated fair value of the Print and Other reporting unit had declined below its carrying value and Xerox 2022 Annual Report 69 Table of Contents recognized an after-tax non-cash impairment charge of $395 million ($412 million pre-tax) in the third quarter 2022. As disclosed by management, the income approach is based on the discounted cash flow method that uses management's estimates of forecasted future financial performance including revenues, gross margins, operating expenses, and taxes. 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 risks unique to the subject cash flows. The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Print and Other reporting unit is a critical audit matter are (i) the significant judgment by management in developing the fair value estimate of the Print and Other reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating management’s discounted cash flow method and significant assumptions related to forecasted revenues, gross margins, operating expenses, and taxes, and the discount rate; and (iii) 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 interim goodwill impairment assessment, including controls over the valuation of the Print and Other reporting unit and the controls over the development of the significant assumptions used in developing the fair value estimate. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Print and Other reporting unit; (ii) evaluating the appropriateness of the discounted cash flow method; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues, gross margins, operating expenses, and taxes, and the discount rate. Evaluating management’s assumptions related to forecasted revenues, gross margins, operating expenses, and taxes involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Print and Other 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 used to assist in the evaluation of the appropriateness of the discounted cash flow method and the reasonableness of the discount rate significant assumption. /s/ PricewaterhouseCoopers LLP Stamford, Connecticut February 23, 2023 We have served as the Company’s or its predecessor's auditor since 2001. Xerox 2022 Annual Report 70 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, 2022 and 2021, and the related consolidated statements of (loss) income, of comprehensive (loss) income, of shareholder's equity and of cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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 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. Xerox 2022 Annual Report 71 Table of Contents 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 - U.S. Foreign Tax Credit Carryforwards As described in Note 19 to the consolidated financial statements, the Company has recorded $772 million of deferred tax assets, net of a valuation allowance of $366 million, as of December 31, 2022 , which includes U.S. foreign tax credit carryforwards with a limited life. 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 U.S. foreign 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 related to the U.S. foreign tax credit carryforwards is a critical audit matter are (i) the significant judgment by management in assessing the realizability of deferred tax assets related to the Company's U.S. foreign tax credit carryforwards with a limited life; (ii) 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; (iii) 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 related to the Company's U.S. foreign tax credit carryforwards with a limited life, including evaluating the reasonableness of the assumptions related to projected future taxable income. Evaluating management’s assumptions related to projected future taxable income involved evaluating whether the assumptions were reasonable by considering historical profitability as well as other audit evidence related to management’s forecasts. Professionals with specialized skill and knowledge were used to assist in the evaluation of management’s application of income tax law in determining projected future taxable income and the assessment of the realizability of deferred tax assets related to the Company's U.S. foreign tax credit carryforwards with a limited life. Interim Goodwill Impairment Assessment - Print and Other Reporting Unit As described in Notes 1, 2 and 12 to the consolidated financial statements, the Company has recorded $2,820 million of goodwill as of December 31, 2022 which is allocated to the Print and Other 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 the 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. 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 income approach and a market approach. In the third quarter 2022, management determined there was a triggering event requiring an interim quantitative assessment of goodwill. After completing the interim impairment test, management Xerox 2022 Annual Report 72 Table of Contents concluded that the estimated fair value of the Print and Other reporting unit had declined below its carrying value and recognized an after-tax non-cash impairment charge of $395 million ($412 million pre-tax) in the third quarter 2022. As disclosed by management, the income approach is based on the discounted cash flow method that uses management’s estimates of forecasted future financial performance including revenues, gross margins, operating expenses, and taxes. 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 risks unique to the subject cash flows. The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Print and Other reporting unit is a critical audit matter are (i) the significant judgment by management in developing the fair value estimate of the Print and Other reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating management’s discounted cash flow method and significant assumptions related to forecasted revenues, gross margins, operating expenses, and taxes, and the discount rate; and (iii) 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 interim goodwill impairment assessment, including controls over the valuation of the Print and Other reporting unit and the controls over the development of the significant assumptions used in developing the fair value estimate. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Print and Other reporting unit; (ii) evaluating the appropriateness of the discounted cash flow method; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues, gross margins, operating expenses, and taxes, and the discount rate. Evaluating management’s assumptions related to forecasted revenues, gross margins, operating expenses, and taxes involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Print and Other 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 used to assist in the evaluation of the appropriateness of the discounted cash flow method and the reasonableness of the discount rate significant assumption. /s/ PricewaterhouseCoopers LLP Stamford, Connecticut February 23, 2023 We have served as the Company’s auditor since 2001. Xerox 2022 Annual Report 73 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, 2022. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein. /s/ S TEVEN J. B ANDROWCZAK /s/ X AVIER H EISS /s/ M IRLANDA G ECAJ Chief Executive Officer Chief Financial Officer Chief Accounting Officer Xerox 2022 Annual Report 74 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, 2022. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein. /s/ S TEVEN J. B ANDROWCZAK /s/ X AVIER H EISS /s/ M IRLANDA G ECAJ Chief Executive Officer Chief Financial Officer Chief Accounting Officer Xerox 2022 Annual Report 75 Table of Contents Xerox Holdings Corporation Consolidated Statements of (Loss) Income Year Ended December 31, (in millions, except per-share data) 2022 2021 2020 Revenues Sales $ 2,800 $ 2,582 $ 2,449 Services, maintenance and rentals 4,100 4,235 4,347 Financing 207 221 226 Total Revenues 7,107 7,038 7,022 Costs and Expenses Cost of sales 2,002 1,862 1,742 Cost of services, maintenance and rentals 2,679 2,662 2,533 Cost of financing 108 111 121 Research, development and engineering expenses 304 310 311 Selling, administrative and general expenses 1,760 1,718 1,851 Goodwill impairment 412 781 — Restructuring and related costs, net 65 38 93 Amortization of intangible assets 42 55 56 Transaction and related costs, net — — 18 Other expenses, net 63 ( 24 ) 45 Total Costs and Expenses 7,435 7,513 6,770 (Loss) Income before Income Taxes and Equity Income ( 328 ) ( 475 ) 252 Income tax (benefit) expense ( 3 ) ( 17 ) 64 Equity in net income of unconsolidated affiliates 3 3 4 Net (Loss) Income ( 322 ) ( 455 ) 192 Less: Net Income attributable to noncontrolling interests — — — Net (Loss) Income Attributable to Xerox Holdings $ ( 322 ) $ ( 455 ) $ 192 Basic (Loss) Earnings per Share $ ( 2.15 ) $ ( 2.56 ) $ 0.85 Diluted (Loss) Earnings per Share $ ( 2.15 ) $ ( 2.56 ) $ 0.84 The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 76 Table of Contents Xerox Holdings Corporation Consolidated Statements of Comprehensive (Loss) Income Year Ended December 31, (in millions) 2022 2021 2020 Net (Loss) Income $ ( 322 ) $ ( 455 ) $ 192 Less: Net Income attributable to noncontrolling interests — — — Net (Loss) Income Attributable to Xerox Holdings ( 322 ) ( 455 ) 192 Other Comprehensive (Loss) Income, Net (1) Translation adjustments, net ( 377 ) ( 141 ) 241 Unrealized (losses) gains, net ( 2 ) ( 4 ) 4 Changes in defined benefit plans, net ( 171 ) 489 69 Other Comprehensive (Loss) Income, Net ( 550 ) 344 314 Less: Other comprehensive loss, net attributable to noncontrolling interests ( 1 ) — — Other Comprehensive (Loss) Income, Net Attributable to Xerox Holdings ( 549 ) 344 314 Comprehensive (Loss) Income, Net ( 872 ) ( 111 ) 506 Less: Comprehensive loss, net attributable to noncontrolling interests ( 1 ) — — Comprehensive (Loss) Income, Net Attributable to Xerox Holdings $ ( 871 ) $ ( 111 ) $ 506 _____________ (1) Refer to Note 24 - Other Comprehensive (Loss) Income for gross components of Other Comprehensive (Loss) 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 2022 Annual Report 77 Table of Contents Xerox Holdings Corporation Consolidated Balance Sheets December 31, (in millions, except share data in thousands) 2022 2021 Assets Cash and cash equivalents $ 1,045 $ 1,840 Accounts receivable (net of allowance of $ 52 and $ 58 , respectively) 857 818 Billed portion of finance receivables (net of allowance of $ 4 and $ 4 , respectively) 93 94 Finance receivables, net 1,061 1,042 Inventories 797 696 Other current assets 254 211 Total current assets 4,107 4,701 Finance receivables due after one year (net of allowance of $ 113 and $ 114 , respectively) 1,948 1,934 Equipment on operating leases, net 235 253 Land, buildings and equipment, net 320 358 Intangible assets, net 208 211 Goodwill, net 2,820 3,287 Deferred tax assets 582 519 Other long-term assets 1,323 1,960 Total Assets $ 11,543 $ 13,223 Liabilities and Equity Short-term debt and current portion of long-term debt $ 860 $ 650 Accounts payable 1,331 1,069 Accrued compensation and benefits costs 258 239 Accrued expenses and other current liabilities 881 871 Total current liabilities 3,330 2,829 Long-term debt 2,866 3,596 Pension and other benefit liabilities 1,175 1,373 Post-retirement medical benefits 184 277 Other long-term liabilities 411 481 Total Liabilities 7,966 8,556 Commitments and Contingencies (See Note 20) Noncontrolling Interests (See Note 6) 10 10 Convertible Preferred Stock 214 214 Common stock 156 168 Additional paid-in capital 1,588 1,802 Treasury stock, at cost — ( 177 ) Retained earnings 5,136 5,631 Accumulated other comprehensive loss ( 3,537 ) ( 2,988 ) Xerox Holdings shareholders’ equity 3,343 4,436 Noncontrolling interests 10 7 Total Equity 3,353 4,443 Total Liabilities and Equity $ 11,543 $ 13,223 Shares of common stock issued 155,781 168,069 Treasury stock — ( 8,675 ) Shares of Common Stock Outstanding 155,781 159,394 The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 78 Table of Contents Xerox Holdings Corporation Consolidated Statements of Cash Flows Year Ended December 31, (in millions) 2022 2021 2020 Cash Flows from Operating Activities Net (Loss) Income $ ( 322 ) $ ( 455 ) $ 192 Adjustments required to reconcile Net (loss) income to Cash flows provided by operating activities Depreciation and amortization 270 327 368 Provisions 65 46 147 Deferred tax (benefit) expense ( 27 ) ( 89 ) 34 Net gain on sales of businesses and assets ( 56 ) ( 40 ) ( 30 ) Stock-based compensation 75 54 42 Goodwill impairment 412 781 — Restructuring and asset impairment charges 62 27 87 Payments for restructurings ( 52 ) ( 72 ) ( 81 ) Non-service retirement-related costs (1) ( 12 ) ( 89 ) ( 29 ) Contributions to retirement plans (1) ( 124 ) ( 160 ) ( 164 ) (Increase) decrease in accounts receivable and billed portion of finance receivables ( 48 ) 41 369 (Increase) decrease in inventories ( 143 ) 88 ( 134 ) Increase in equipment on operating leases ( 112 ) ( 129 ) ( 118 ) (Increase) decrease in finance receivables ( 141 ) 20 183 Decrease in other current and long-term assets 27 68 8 Increase (decrease) in accounts payable 278 118 ( 123 ) Increase (decrease) in accrued compensation (1) 34 9 ( 77 ) Increase (decrease) in other current and long-term liabilities 9 89 ( 165 ) Net change in income tax assets and liabilities ( 27 ) 10 ( 2 ) Net change in derivative assets and liabilities ( 22 ) 2 1 Other operating, net 13 ( 17 ) 40 Net cash provided by operating activities 159 629 548 Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 57 ) ( 68 ) ( 74 ) Proceeds from sales of businesses and assets 87 44 30 Acquisitions, net of cash acquired ( 93 ) ( 53 ) ( 203 ) Other investing, net ( 15 ) ( 8 ) 1 Net cash used in investing activities ( 78 ) ( 85 ) ( 246 ) Cash Flows from Financing Activities Proceeds from issuance of long-term debt 1,194 311 2,359 Payments on long-term debt ( 1,723 ) ( 519 ) ( 2,226 ) Dividends ( 174 ) ( 206 ) ( 230 ) Payments to acquire treasury stock, including fees ( 113 ) ( 888 ) ( 300 ) Other financing, net ( 6 ) ( 8 ) ( 19 ) Net cash used in financing activities ( 822 ) ( 1,310 ) ( 416 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 29 ) ( 16 ) 10 Decrease in cash, cash equivalents and restricted cash ( 770 ) ( 782 ) ( 104 ) Cash, cash equivalents and restricted cash at beginning of year 1,909 2,691 2,795 Cash, Cash Equivalents and Restricted Cash at End of Year $ 1,139 $ 1,909 $ 2,691 _____________ (1) Captions were changed in 2022 to reflect the inclusion of expense and contributions for our Retiree Health plans, which were previously reported as part of the Increase (decrease) in accrued compensation. There was no change to Net cash provided by operating activities as a result of the reclassification. Prior year amounts have been revised to conform to this presentation. Refer to Note 18 - Employee Benefit Plans for additional information. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 79 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, 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 (2) — — — ( 209 ) — ( 209 ) — ( 209 ) Cash dividends declared-preferred (3) — — — ( 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 Comprehensive (loss) income, net — — — ( 455 ) 344 ( 111 ) — ( 111 ) Cash dividends declared-common (2) — — — ( 181 ) — ( 181 ) — ( 181 ) Cash dividends declared-preferred (3) — — — ( 14 ) — ( 14 ) — ( 14 ) Stock option and incentive plans, net 2 35 — — — 37 — 37 Payments to acquire treasury stock, including fees — — ( 888 ) — — ( 888 ) — ( 888 ) Cancellation of treasury stock ( 32 ) ( 679 ) 711 — — — — — Investment from noncontrolling interests — 1 — — — 1 4 5 Distributions to noncontrolling interests — — — — — — ( 1 ) ( 1 ) Balance at December 31, 2021 $ 168 $ 1,802 $ ( 177 ) $ 5,631 $ ( 2,988 ) $ 4,436 $ 7 $ 4,443 Comprehensive loss, net — — — ( 322 ) ( 549 ) ( 871 ) ( 1 ) ( 872 ) Cash dividends declared-common (2) — — — ( 159 ) — ( 159 ) — ( 159 ) Cash dividends declared-preferred (3) — — — ( 14 ) — ( 14 ) — ( 14 ) Stock option and incentive plans, net 2 62 — — — 64 — 64 Payments to acquire treasury stock, including fees — — ( 113 ) — — ( 113 ) — ( 113 ) Cancellation of treasury stock ( 14 ) ( 276 ) 290 — — — — — Investment from noncontrolling interests — — — — — — 5 5 Distributions to noncontrolling interests — — — — — — ( 1 ) ( 1 ) Balance at December 31, 2022 $ 156 $ 1,588 $ — $ 5,136 $ ( 3,537 ) $ 3,343 $ 10 $ 3,353 _____________ (1) AOCL - Accumulated other comprehensive loss. (2) Cash dividends declared on common stock for 2022, 2021 and 2020 were $ 0.25 per share on a quarterly basis and $ 1.00 per share on an annual basis. (3) Cash dividends declared on preferred stock for 2022, 2021 and 2020 were $ 20 per share on a quarterly basis and $ 80 per share on an annual basis. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 80 Table of Contents Xerox Corporation Consolidated Statements of (Loss) Income Year Ended December 31, (in millions) 2022 2021 2020 Revenues Sales $ 2,800 $ 2,582 $ 2,449 Services, maintenance and rentals 4,100 4,235 4,347 Financing 207 221 226 Total Revenues 7,107 7,038 7,022 Costs and Expenses Cost of sales 2,002 1,862 1,742 Cost of services, maintenance and rentals 2,679 2,662 2,533 Cost of financing 108 111 121 Research, development and engineering expenses 304 310 311 Selling, administrative and general expenses 1,760 1,718 1,851 Goodwill impairment 412 781 — Restructuring and related costs, net 65 38 93 Amortization of intangible assets 42 55 56 Transaction and related costs, net — — 18 Other expenses, net 63 ( 24 ) 45 Total Costs and Expenses 7,435 7,513 6,770 (Loss) Income before Income Taxes and Equity Income ( 328 ) ( 475 ) 252 Income tax (benefit) expense ( 3 ) ( 17 ) 64 Equity in net income of unconsolidated affiliates 3 3 4 Net (Loss) Income ( 322 ) ( 455 ) 192 Less: Net Income attributable to noncontrolling interests — — — Net (Loss) Income Attributable to Xerox $ ( 322 ) $ ( 455 ) $ 192 The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 81 Table of Contents Xerox Corporation Consolidated Statements of Comprehensive (Loss) Income Year Ended December 31, (in millions) 2022 2021 2020 Net (Loss) Income $ ( 322 ) $ ( 455 ) $ 192 Less: Net Income attributable to noncontrolling interests — — — Net (Loss) Income Attributable to Xerox ( 322 ) ( 455 ) 192 Other Comprehensive (Loss) Income, Net (1) Translation adjustments, net ( 377 ) ( 141 ) 241 Unrealized (losses) gains, net ( 2 ) ( 4 ) 4 Changes in defined benefit plans, net ( 171 ) 489 69 Other Comprehensive (Loss) Income, Net ( 550 ) 344 314 Less: Other comprehensive loss, net attributable to noncontrolling interests ( 1 ) — — Other Comprehensive (Loss) Income, Net Attributable to Xerox ( 549 ) 344 314 Comprehensive (Loss) Income, Net ( 872 ) ( 111 ) 506 Less: Comprehensive loss, net attributable to noncontrolling interests ( 1 ) — — Comprehensive (Loss) Income, Net Attributable to Xerox $ ( 871 ) $ ( 111 ) $ 506 _____________ (1) Refer to Note 24 - Other Comprehensive (Loss) Income for gross components of Other Comprehensive (Loss) 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 2022 Annual Report 82 Table of Contents Xerox Corporation Consolidated Balance Sheets December 31, (in millions) 2022 2021 Assets Cash and cash equivalents $ 1,045 $ 1,840 Accounts receivable (net of allowance of $ 52 and $ 58 , respectively) 857 818 Billed portion of finance receivables (net of allowance of $ 4 and $ 4 , respectively) 93 94 Finance receivables, net 1,061 1,042 Inventories 797 696 Other current assets 254 211 Total current assets 4,107 4,701 Finance receivables due after one year (net of allowance of $ 113 and $ 114 , respectively) 1,948 1,934 Equipment on operating leases, net 235 253 Land, buildings and equipment, net 320 358 Intangible assets, net 208 211 Goodwill, net 2,820 3,287 Deferred tax assets 582 519 Other long-term assets 1,302 1,952 Total Assets $ 11,522 $ 13,215 Liabilities and Equity Short-term debt and current portion of long-term debt $ 860 $ 650 Accounts payable 1,331 1,069 Accrued compensation and benefits costs 258 239 Accrued expenses and other current liabilities 834 823 Total current liabilities 3,283 2,781 Long-term debt 1,370 2,102 Related party debt 1,496 1,494 Pension and other benefit liabilities 1,175 1,373 Post-retirement medical benefits 184 277 Other long-term liabilities 411 481 Total Liabilities 7,919 8,508 Commitments and Contingencies (See Note 20) Noncontrolling Interests (See Note 6) 10 10 Additional paid-in capital 3,693 3,202 Retained earnings 3,427 4,476 Accumulated other comprehensive loss ( 3,537 ) ( 2,988 ) Xerox shareholder's equity 3,583 4,690 Noncontrolling interests 10 7 Total Equity 3,593 4,697 Total Liabilities and Equity $ 11,522 $ 13,215 The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 83 Table of Contents Xerox Corporation Consolidated Statements of Cash Flows Year Ended December 31, (in millions) 2022 2021 2020 Cash Flows from Operating Activities Net (Loss) Income $ ( 322 ) $ ( 455 ) $ 192 Adjustments required to reconcile Net (loss) income to Cash flows provided by operating activities Depreciation and amortization 270 327 368 Provisions 65 46 147 Deferred tax (benefit) expense ( 27 ) ( 89 ) 34 Net gain on sales of businesses and assets ( 56 ) ( 40 ) ( 30 ) Stock-based compensation 75 54 42 Goodwill impairment 412 781 — Restructuring and asset impairment charges 62 27 87 Payments for restructurings ( 52 ) ( 72 ) ( 81 ) Non-service retirement-related costs (1) ( 12 ) ( 89 ) ( 29 ) Contributions to retirement plans (1) ( 124 ) ( 160 ) ( 164 ) (Increase) decrease in accounts receivable and billed portion of finance receivables ( 48 ) 41 369 (Increase) decrease in inventories ( 143 ) 88 ( 134 ) Increase in equipment on operating leases ( 112 ) ( 129 ) ( 118 ) (Increase) decrease in finance receivables ( 141 ) 20 183 Decrease in other current and long-term assets 27 68 8 Increase (decrease) in accounts payable 278 118 ( 123 ) Increase (decrease) in accrued compensation (1) 34 9 ( 77 ) Increase (decrease) in other current and long-term liabilities 9 89 ( 165 ) Net change in income tax assets and liabilities ( 27 ) 10 ( 2 ) Net change in derivative assets and liabilities ( 22 ) 2 1 Other operating, net 13 ( 17 ) 40 Net cash provided by operating activities 159 629 548 Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 57 ) ( 68 ) ( 74 ) Proceeds from sales of businesses and assets 87 44 30 Acquisitions, net of cash acquired ( 93 ) ( 53 ) ( 203 ) Other investing, net ( 2 ) — 1 Net cash used in investing activities ( 65 ) ( 77 ) ( 246 ) Cash Flows from Financing Activities Proceeds from issuance of long-term debt 1,194 311 852 Payments on long-term debt ( 1,723 ) ( 519 ) ( 2,213 ) Contributions from parent — — 1,494 Distributions to parent ( 312 ) ( 1,120 ) ( 549 ) Other financing, net 6 10 — Net cash used in financing activities ( 835 ) ( 1,318 ) ( 416 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 29 ) ( 16 ) 10 Decrease in cash, cash equivalents and restricted cash ( 770 ) ( 782 ) ( 104 ) Cash, cash equivalents and restricted cash at beginning of year 1,909 2,691 2,795 Cash, Cash Equivalents and Restricted Cash at End of Year $ 1,139 $ 1,909 $ 2,691 _____________ (1) Captions were changed in 2022 to reflect the inclusion of expense and contributions for our Retiree Health plans, which were previously reported as part of the Increase (decrease) in accrued compensation. There was no change to Net cash provided by operating activities as a result of the reclassification. Prior year amounts have been revised to conform to this presentation. Refer to Note 18 - Employee Benefit Plans for additional information. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 84 Table of Contents Xerox Corporation Consolidated Statements of Shareholder's Equity (in millions) Additional Paid-in Capital Retained Earnings AOCL (1) Xerox Shareholder's Equity Non- controlling Interests Total Equity Balance at December 31, 2019 $ 3,266 $ 6,247 $ ( 3,646 ) $ 5,867 $ 7 $ 5,874 Comprehensive income, net — 192 314 506 — 506 Dividends declared to parent — ( 605 ) — ( 605 ) — ( 605 ) Capital contributions from parent (2) 1,494 — — 1,494 — 1,494 Transfers from parent 128 — — 128 — 128 Distributions to noncontrolling interests — — — — ( 3 ) ( 3 ) Balance at December 31, 2020 $ 4,888 $ 5,834 $ ( 3,332 ) $ 7,390 $ 4 $ 7,394 Comprehensive (loss) income, net — ( 455 ) 344 ( 111 ) — ( 111 ) Dividends declared to parent — ( 903 ) — ( 903 ) — ( 903 ) Intercompany loan capitalization (3) ( 1,494 ) — — ( 1,494 ) — ( 1,494 ) Transfers to parent ( 193 ) — — ( 193 ) — ( 193 ) Investment from noncontrolling interests 1 — — 1 4 5 Distributions to noncontrolling interests — — — — ( 1 ) ( 1 ) Balance at December 31, 2021 $ 3,202 $ 4,476 $ ( 2,988 ) $ 4,690 $ 7 $ 4,697 Comprehensive loss, net — ( 322 ) ( 549 ) ( 871 ) ( 1 ) ( 872 ) Dividends declared to parent — ( 727 ) — ( 727 ) — ( 727 ) Transfers from parent 491 — — 491 — 491 Investment from noncontrolling interests — — — — 5 5 Distributions to noncontrolling interests — — — — ( 1 ) ( 1 ) Balance at December 31, 2022 $ 3,693 $ 3,427 $ ( 3,537 ) $ 3,583 $ 10 $ 3,593 _____________ (1) AOCL - Accumulated other comprehensive loss. (2) 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 15 - Debt for additional information regarding the Senior Notes offerings. (3) Refer to Note 15 - Debt for information regarding capitalization of balance to Intercompany Loan with Xerox Holdings Corporation. The accompanying notes are an integral part of these Consolidated Financial Statements. Xerox 2022 Annual Report 85 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 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 its subsidiaries. The accompanying Consolidated Financial Statements and footnotes represent the respective consolidated results and financial results of Xerox Holdings and Xerox and all respective companies 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 therefore 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-sized businesses, large enterprises, governments and graphic communications providers, and for our partners who serve them. Xerox serves customers globally in North America, Central and South America, Brazil, Europe, Eurasia, the Middle East, Africa and India. Xerox Holdings' other direct subsidiary is Xerox Ventures LLC, which was established in 2021 solely to invest in startups and early/mid-stage growth companies aligned with the Company’s innovation focus areas and targeted adjacencies. The investments are normally equity or equity-linked and for less than 20% ownership. Since the investments normally do not have readily determinable fair values, they are accounted for under the measurement alternative per ASC Topic 321-10-35-2. Xerox Ventures LLC had investments of approximately $ 21 and $ 8 at December 31, 2022 and 2021, respectively. 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 (Loss) 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 (Loss) Income from the date such determination is made. For convenience and ease of reference, we refer to the financial statement caption “(Loss) Income before Income Taxes and Equity Income” as “pre-tax (loss) income” throughout the Notes to the Consolidated Financial Statements. Segments During the first quarter of 2022, the Company made a change to its reportable segments from one reportable segment to two reportable segments - Print and Other, and Financing (FITTLE) - to align with a change in how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), allocates resources and assesses performance against the Company’s key growth strategies. As such, prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments. Refer to Note 4 - Segment and Geographic Reporting for additional information regarding this change. Xerox 2022 Annual Report 86 Table of Contents Goodwill We assess Goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment Evaluation - 2022 During 2022, we had events and conditions in the first quarter and third quarter that required an interim assessment of Goodwill. During the first quarter 2022 the Company made a change to its operating and reportable segments from one operating/reportable segment - Printing - to two operating/reportable segments - Print and Other, and Financing (FITTLE). As a result of the new operating and reportable segments, we also reassessed our reporting units for the evaluation of Goodwill. Prior to this change, we determined that we had one operating/reportable segment and one reporting unit for Goodwill assessment purposes. Our reassessment during the first quarter of 2022 determined that, we had two operating/reportable segments and two reporting units – Print and Other, and Financing (FITTLE) for Goodwill assessment purposes. As a result of the change in reporting units, effective January 1, 2022, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that no Goodwill was allocable to the Financing (FITTLE) segment. This determination was largely based on the fact that at this stage in the stand-up of the Financing (FITTLE) business, its separate valuation is constrained and limited because the operation is significantly integrated with the Print and Other segment and is primarily an extension or enabler to facilitate the sale of the Company’s products. The change in reporting units was also considered a triggering event indicating a test for Goodwill impairment was required as of January 1, 2022 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2022. In 2022, the Company continued to encounter operational challenges due to unfavorable product and services mix associated with supply chain constraints as well the impacts of unfavorable macroeconomic conditions including inflationary pressure on product and labor costs, geopolitical uncertainty in Europe and the continued impacts from the COVID-19 recovery. Additionally, higher interest rates continued to put downward pressure on the Company’s valuation. As a result of these negative financial impacts and a sustained market capitalization below our book value, in the third quarter 2022 we determined there was a triggering event requiring an interim quantitative assessment of Goodwill. After completing our interim impairment test, we concluded that the estimated fair value of the Print and Other reporting unit (the only reporting unit with Goodwill) had declined below its carrying value and we recognized an after-tax non-cash impairment charge of $ 395 ($ 412 pre-tax) related to our Goodwill in the third quarter 2022. The estimated fair value of the Print and Other reporting unit is based on estimates and assumptions that are considered Level 3 inputs under the fair value hierarchy. Consistent with our policy for an annual review, we also assessed Goodwill in the fourth quarter 2022. As a result of the quantitative assessment of Goodwill in the third quarter 2022, we performed our annual Goodwill assessment in the fourth quarter 2022 qualitatively. After completing this qualitative impairment review, we concluded that it is more likely-than-not that the fair value of the Print and Other reporting unit is higher than its carrying amount and that it is not necessary to perform a quantitative Goodwill impairment test. Impairment Evaluation - 2021 The COVID-19 pandemic continued to have a significant effect on the Company’s operations impacting revenues, expenses, cash flows and market capitalization in 2021. As a result of these impacts on our future operating results, as well as a sustained market capitalization below book value, we elected to utilize a quantitative model for the assessment of the recoverability of our Goodwill balance for our annual fourth quarter 2021 impairment test. After completing our annual impairment test, we concluded that the fair value of the Company - our single reporting unit in 2021 - had declined below its carrying value. As a result, we recognized an after-tax non-cash impairment charge of $ 750 ($ 781 pre-tax) related to our Goodwill for the year ended December 31, 2021. The estimated fair value of our single reporting unit is based on estimates and assumptions that are considered Level 3 inputs under the fair value hierarchy. 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 Xerox 2022 Annual Report 87 Table of Contents 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. Note 2 – Recent Accounting Pronouncements and Summary of Significant Accounting Policies New Accounting Standards and Accounting Changes Xerox Holdings and Xerox consider the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). The ASUs listed below apply to both registrants. 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: Liabilities In September 2022, the FASB issued ASU 2022-04 , Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations that requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The new standard’s requirements to disclose the key terms of the programs and information about obligations outstanding are effective for all interim and annual periods of our fiscal year beginning on January 1, 2023. The new standard’s requirement to disclose a rollforward of obligations outstanding will be effective for our fiscal year beginning on January 1, 2024. Since this standard primarily relates to new disclosure, we do not expect the adoption to have a material impact on our financial condition, results of operations, and cash flows in future periods. Financial Instruments In March 2022, the FASB issued ASU 2022-02 , Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures - Gross Write-offs. The amendments in this update eliminate the accounting guidance for Troubled Debt Restructurings (TDRs) by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current-period gross write-offs by year of origination for financing receivables. The disclosure of current-period gross write-offs by year of origination is applicable for financing receivables and net investments in leases that are within the scope of ASC 326-20 , Financial Instruments - Credit Losses - Measured at Amortized Cost . This update is effective for our fiscal year beginning on January 1, 2023. The provisions of this amendment are to be applied on a prospective basis. We are currently evaluating the impact of the adoption of this standard on the Company's consolidated financial statements and related disclosures. Since this standard primarily relates to new disclosure, we do not expect the adoption to have a material impact on our financial condition, results of operations, and cash flows in future periods. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, 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. In January 2021, the FASB issued ASU 2021-01 , Reference Rate Reform (Topic 848), Scope, which provided clarification to ASU 2020-04. These ASUs were effective commencing with our quarter ended March 31, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06 , Reference Rate Reform (Topic 848), Deferral of the Xerox 2022 Annual Report 88 Table of Contents Sunset Date of Topic 848, which defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. There has been no material impact to date as a result of adopting these ASUs 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. Accounting Standard Updates Recently Adopted: Government Assistance In November 2021, the FASB issued ASU 2021-10 , Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance. The update increases the transparency surrounding government assistance by requiring disclosure of 1) the types of assistance received, 2) an entity’s accounting for the assistance, and 3) the effect of the assistance on the entity’s financial statements. We adopted this update effective for our fiscal year beginning January 1, 2022. The impact of adoption was not material to our Consolidated Financial Statements. Impacts on future periods will depend on the amounts of government assistance received. Prior to the COVID-19 pandemic, the amounts of government assistance the Company received were not material and since the update is limited to increased disclosures, we do not expect the adoption to have a material impact on our financial condition, results of operations, and cash flows in future periods. Refer to Note 14 - Supplementary Financial Information - Government Assistance - for additional information. Business Combinations In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. We early adopted this update effective for our fiscal year beginning January 1, 2022. The impact of adopting the new standard will depend on the magnitude of future acquisitions. The standard will not impact contract assets or liabilities acquired in business combinations that occurred prior to the adoption date and the adoption has not had a material impact on acquisitions made year to date. 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 simplified the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amended the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and required the application of the if-converted method for calculating diluted earnings per share. We adopted this update effective for our fiscal year beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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. We adopted this update effective for our fiscal year beginning January 1, 2021. The adoption did not have a material impact on our results of operations, financial position, cash flows or disclosures. 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) 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 Xerox 2022 Annual Report 89 Table of Contents 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. The impact of this Q&A both as a Lessor or Lessee was not material to our financial condition, results of operations, cash flows or related disclosures. 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. 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, cash flows or related disclosures as we had previously capitalized these implementation costs and such amounts were 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, cash flows or related disclosures upon adoption. • Fair Value Measurement: ASU 2022-03 , Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This update is effective for our fiscal year beginning January 1, 2024. • Derivatives and Hedging: ASU 2022-01 , Derivatives and Hedging (Topic 815), Fair Value Hedging - Portfolio Layer Method. This update is effective for our fiscal year beginning January 1, 2023. • Equity Instruments: ASU 2021-04 , Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options). This update was effective for our fiscal year beginning January 1, 2022. • Leases: ASU 2021-05 , Leases - Certain Lease Payments with Variable Lease Payments (ASC 842). This update was effective for our fiscal year beginning January 1, 2022. • 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 was 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. Xerox 2022 Annual Report 90 Table of Contents Summary of Accounting Policies Revenue Recognition We generate revenue through the sale of equipment and supplies and by providing maintenance and printing services. Revenue is measured based on the 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 as the pattern of delivery for those services. More specifically, revenue related to our products and services is generally recognized as follows: Equipment: Revenues from the sale of equipment directly to end-user 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 types of agreements is 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. Print outsourcing services: Revenues associated with our print outsourcing services are generally recognized as the 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-user 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 Xerox 2022 Annual Report 91 Table of Contents revenue when sales occur. Similarly, we account for our estimates of sales returns and other allowances when 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. 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 portion of our direct sales of equipment to end-user 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 or Print outsourcing services agreements. 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 sales. 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 as well as other methodologies including a margin analysis during the applicable period. With respect to the analysis of cash sales, 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 reflect stand-alone value. Xerox 2022 Annual Report 92 Table of Contents 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, cost of funds 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 and other analyses as 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, 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. 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 (Loss) Income. Refer to Note 3 - Revenue for additional information regarding revenue recognition policies with respect to contract assets and liabilities as well as contract costs. 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. Allowance for Doubtful Accounts and Credit Losses The allowance for doubtful accounts and provision for credit losses represents an estimate of the losses expected to be incurred from the Company's trade and finance receivable portfolio. The measurement and recognition of expected credit losses is based on an expected loss model and incorporates an assessment of past collection experience as well as consideration of current and future economic conditions and changes in our customer collection trends. The allowance of finance receivables is determined on a collective basis by year of origination through the application of 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 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 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. Receivable Sales and Securitization The Company securitizes certain finance lease receivables by transferring them to Special Purpose Entities (SPEs) that meet the definition of a Variable Interest Entity (VIE) and are consolidated into our financial statements. These SPEs are bankruptcy-remote legal entities with separate assets and liabilities. The purpose of the SPEs is to facilitate the funding of customer loan and lease payments and associated equipment in the capital markets. These securitizations qualify as collateral for secured borrowings and no gains or losses are recognized at the time of Xerox 2022 Annual Report 93 Table of Contents securitization. The receivables remain on the balance sheet and classified as Finance receivables, net. The Company continues recognize finance income over the lives of these receivables. We also transfer certain portions of our finance receivable portfolios to third parties and account for those transfers of financial assets as sales when we have surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses stemming from transfers reported as sales are normally included in revenue in the accompanying statements of income. Gains or losses on the sale of finance receivables depend, in part, on both (a) the cash proceeds and (b) the net non-cash proceeds received or paid. Assets obtained and liabilities incurred in connection with transfers reported as sales are initially recognized in the balance sheet at fair value. Refer to Note 8 – Finance Receivables, Net for additional information on our finance 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 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 leases 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 Xerox 2022 Annual Report 94 Table of Contents 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 potential 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. 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 activities. 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. 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 assess 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. 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 two operating/reportable segments we determined that we had two reporting units – Print and Other, and Financing (FITTLE). 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 Xerox 2022 Annual Report 95 Table of Contents 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. 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 12 - Goodwill, Net 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 the asset ceases to be used). In 2022, 2021 and 2020 we evaluated the recoverability of our Long-Lived Assets and Other Intangible Assets to be held and used by comparing the carrying amount of those assets to the net undiscounted cash flows expected to be generated by the business unit/component using those assets to determine if the carrying value was recoverable. The recoverability test/income approach indicated that our Long-Lived assets and Other Intangible Assets to be held and used were not impaired. Refer to Note 13 - Restructuring Programs for additional information regarding the impairment of long-lived assets in connection with our restructuring programs and initiatives. 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 a portion of our 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 applicable 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. Xerox 2022 Annual Report 96 Table of Contents 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 18 - 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 $ 58 , $ 59 and $ 54 in for the years ended December 31, 2022, 2021 and 2020, respectively. Government Grants/Assistance Government grants related to income are recognized as a reduction of related expenses in the Consolidated Statements of (Loss) 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. Xerox 2022 Annual Report 97 Table of Contents Note 3 – Revenue Revenues disaggregated by primary geographic markets, major product lines, and sales channels are as follows: Year Ended December 31, 2022 2021 2020 Primary geographical markets (1) United States $ 4,014 $ 3,982 $ 4,186 Europe 1,935 2,023 1,883 Canada 545 398 393 Other 613 635 560 Total Revenues $ 7,107 $ 7,038 $ 7,022 Major product and services lines Equipment $ 1,624 $ 1,581 $ 1,564 Supplies, paper and other sales 1,176 1,001 885 Maintenance agreements (2) 1,730 1,787 1,803 Service arrangements (3) 1,953 1,991 2,014 Rental and other 417 457 530 Financing 207 221 226 Total Revenues $ 7,107 $ 7,038 $ 7,022 Sales channels: Direct equipment lease (4) $ 708 $ 664 $ 573 Distributors & resellers (5) 1,222 1,130 910 Customer direct 870 788 966 Total Sales $ 2,800 $ 2,582 $ 2,449 _____________ (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. (3) Primarily includes revenues from our Print outsourcing arrangements including revenues from embedded operating leases in those arrangements, 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 $ 131 and $ 144 at December 31, 2022 and 2021, respectively. The majority of the balance at December 31, 2022 will be amortized to revenue over approximately the next 30 months. Contract Costs: Incremental direct costs of obtaining a contract primarily include sales commissions paid to salespeople 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. Incremental direct costs are as follows: Year Ended December 31, 2022 2021 2020 Incremental direct costs of obtaining a contract $ 63 $ 61 $ 62 Amortization of incremental direct costs 68 73 81 The balance of deferred incremental direct costs net of accumulated amortization at December 31, 2022 and 2021 was $ 125 and $ 132 , 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 Xerox 2022 Annual Report 98 Table of Contents 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 $ 10 and $ 15 at December 31, 2022 and 2021, respectively, and related amortization was $ 5 , $ 6 and $ 4 for the three years ended December 31, 2022, 2021 and 2020, 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 4 – Segment and Geographic Area Reporting Our reportable segments are aligned with how we manage the business and view the markets we serve. During the first quarter of 2022, the Company changed its reportable segments from one reportable segment to two reportable segments – Print and Other , and Financing (FITTLE) to align with a change in how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), allocates resources and assesses performance against the Company’s key growth strategies. Our two reportable segments are based on the information reviewed by the CODM together with the Company’s management to evaluate performance of the business and allocate resources. As such, prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments. Our Print and Other segment includes the sale of document systems, supplies and technical services and managed services. The segment also includes the delivery of managed services that involve a continuum of solutions and services that help our customers optimize their print and communications infrastructure, apply automation and simplification to maximize productivity, and ensure the highest levels of security. This segment also includes IT services and software. Our product groupings range from: • “Entry” , which include A4 devices and desktop printers and multifunction devices that primarily serve small and medium workgroups/work teams. • “Mid-Range” , which include A3 devices that generally serve large workgroup/work teams environments as well as products in the Light Production product groups serving centralized print centers, print for pay and lower volume production print establishments. • “High-End” , which include production printing and publishing systems that generally serve the graphic communications marketplace and print centers in large enterprises. Customers range from small and mid-sized businesses to large enterprises. Customers also include graphic communication enterprises as well as channel partners including distributors and resellers. Segment revenues also include commissions and other payments from the Financing (FITTLE) segment for the exclusive right to provide lease financing for Xerox products. These revenues are reported as part of Intersegment Revenues, which are eliminated in consolidated revenues. The Financing (FITTLE) segment provides leasing solutions through either bundled or unbundled lease agreements of Xerox and non-Xerox products and IT services equipment. These leasing solutions support a wide range of customers, from government to graphic communications and the small and mid-sized markets to Enterprise as well as financing for direct channel customer purchases of both Xerox and non-Xerox equipment. Segment revenues primarily includes financing income on sales-type leases, operating lease income (including month-to-month rentals and extensions) and leasing fees. Segment Policy We derive the results of our business segments directly from our internal management reporting system. The accounting policies that the Company uses to derive its segment results are substantially the same as those used by the Company in preparing its consolidated financial statements. The segment results include a significant level of management estimates regarding the allocation of revenues such as finance income in bundled lease arrangements and other leasing revenues and operating lease revenues embedded in our managed services contracts as well as the allocation of expenses for shared selling and administrative services. Accordingly, the financial results for the segments may not be indicative of the results the businesses would have as on a standalone basis or what might be presented for the businesses in stand-alone financial statements. The CODM measures the performance of each segment based on several metrics, including segment revenues and profit. The CODM uses these results, in part, to evaluate the performance of, and to allocate resources to each segment. The Financing (FITTLE) segment also includes interest expense associated with allocated debt of the Company in support of its Finance assets, while no interest expense is allocated to the Print and Other segment. Xerox 2022 Annual Report 99 Table of Contents Selected financial information for our reportable segments was as follows: Year Ended December 31, 2022 2021 2020 Print and Other Financing (FITTLE) Total Print and Other Financing (FITTLE) Total Print and Other Financing (FITTLE) Total External revenue $ 6,509 $ 598 $ 7,107 $ 6,355 $ 683 $ 7,038 $ 6,290 $ 732 $ 7,022 Intersegment revenue (1) 158 12 170 193 12 205 199 12 211 Total Segment revenue $ 6,667 $ 610 $ 7,277 $ 6,548 $ 695 $ 7,243 $ 6,489 $ 744 $ 7,233 Segment profit $ 238 $ 37 $ 275 $ 293 $ 82 $ 375 $ 461 $ 3 $ 464 Segment margin (2) 3.7 % 6.2 % 3.9 % 4.6 % 12.0 % 5.3 % 7.3 % 0.4 % 6.6 % Interest income $ — $ 207 $ 207 $ — $ 221 $ 221 $ — $ 226 $ 226 Interest expense (3) — 116 116 — 121 121 — 133 133 Depreciation and amortization 113 115 228 117 155 272 129 183 312 Capital expenditures (4) 57 — 57 68 — 68 74 — 74 Total Assets 8,004 3,539 11,543 9,690 3,533 13,223 _____________ (1) Intersegment revenue is primarily commissions and other payments made by the Financing (FITTLE) Segment to the Print and Other Segment for the lease of Xerox equipment placements. (2) Segment margin based on External revenue only. (3) Interest expense for the Financing (FITTLE) Segment includes non-financing interest expense on allocated debt associated with Equipment on operating lease of $ 8 , $ 10 and $ 12 for the three years ended December 31, 2022, 2021 and 2020, respectively . (4) Capital expenditures are allocated fully to the Print and Other segment since primarily managed and controlled through that segment together with related assets. Selected financial information for our reportable segments was as follows: Year Ended December 31, 2022 2021 2020 Pre-tax (Loss) Income Total Segment profit $ 275 $ 375 $ 464 Goodwill impairment ( 412 ) ( 781 ) — Restructuring and related costs, net ( 65 ) ( 38 ) ( 93 ) Amortization of intangible assets ( 42 ) ( 55 ) ( 56 ) Accelerated share vesting ( 21 ) — — Transaction and related costs, net — — ( 18 ) Other expenses, net ( 63 ) 24 ( 45 ) Total Pre-tax (loss) income $ ( 328 ) $ ( 475 ) $ 252 Depreciation and Amortization Total reported segments $ 228 $ 272 $ 312 Amortization of intangible assets 42 55 56 Total Depreciation and amortization $ 270 $ 327 $ 368 Interest Expense Total reported segments $ 116 $ 121 $ 133 Corporate 83 86 82 Total Interest expense $ 199 $ 207 $ 215 Interest Income Total reported segments $ 207 $ 221 $ 226 Corporate 11 4 14 Total Interest income $ 218 $ 225 $ 240 Xerox 2022 Annual Report 100 Table of Contents 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, 2022 2021 2020 2022 2021 United States $ 4,014 $ 3,982 $ 4,186 $ 537 $ 638 Europe 1,935 2,023 1,883 249 258 Canada 545 398 393 54 68 Other areas 613 635 560 25 32 Total $ 7,107 $ 7,038 $ 7,022 $ 865 $ 996 _____________ (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, (iv) Internal use software, net, and v) Capitalized product software, net. Note 5 – Lessor 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 (Loss) Income Year Ended December 31, 2022 2021 2020 Revenue from sales type leases Sales $ 708 $ 664 $ 573 Interest income on lease receivables Financing 207 221 226 Lease income - operating leases Services, maintenance and rentals 170 246 313 Variable lease income Services, maintenance and rentals 63 62 66 Total Lease income $ 1,148 $ 1,193 $ 1,178 Profit at lease commencement on sales type leases was estimated to be approximately $ 229 , $ 221 and $ 207 for the three years ended December 31, 2022, 2021 and 2020, respectively. Xerox 2022 Annual Report 101 Table of Contents Note 6 – Acquisitions and Investments The following table summarizes the purchase price allocations for our acquisitions as of the acquisition dates: Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Weighted-Average Life Acquisitions Weighted-Average Life Acquisitions Weighted-Average Life Acquisitions Accounts/finance receivables $ 29 $ 5 $ 20 Intangible assets: Customer relationships 10 years 41 9 years 27 9 years 69 Trademarks 5 years 7 5 years 3 9 years 9 Technology — 3 years 1 3 years 9 Goodwill 62 25 111 Other assets 30 4 44 Total Assets acquired 169 65 262 Liabilities assumed (1) ( 76 ) ( 12 ) ( 59 ) Total Cash Purchase Price $ 93 $ 53 $ 203 _____________ (1) Includes estimated contingent consideration liabilities of approximately $ 11 as of December 31, 2022 . 2022 Acquisitions During 2022, Xerox acquired two businesses that totaled $ 93 , net of cash acquired. In February 2022, Xerox acquired Powerland, a leading IT services provider in Canada, for approximately $ 52 (CAD 66 million), net of cash. The acquisition also included contingent consideration up to approximately $ 22 (CAD 28 million) based on future performance of the acquisition over the two-year period following the date of acquisition. The acquisition strengthens Xerox’s IT services offerings in North America, which include cloud, cyber security, end user computing and managed services. In July 2022, Xerox acquired Go Inspire, a U.K.-based print and digital marketing and communication services provider, for approximately $ 41 (GBP 34 million), net of cash. The acquisition strengthens Xerox’s strategy to grow its global Digital Services presence in EMEA. Both of our 2022 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 primarily allocated to Intangible assets, net and Goodwill, net, of which, approximately $ 20 is expected to be deductible for tax purposes. The allocations for the Powerland acquisition were finalized during 2022, however, the allocations for the Go Inspire acquisition are based on preliminary management estimates, which continue to be reviewed, and are expected to be finalized by second quarter of 2023 and may include input and support from third-party valuations. Any adjustments to the preliminary allocations are not expected to be material. The Goodwill associated with both acquisitions is included in our Print and Other segment. 2021 Acquisitions In 2021, Xerox continued its strategy of focusing on further penetrating the small-to-medium sized business (SMB) market through acquisitions of local area resellers and partners, including multi-brand dealers as well as companies with an adjacent or sole IT services business. During 2021, we acquired businesses associated with this initiative that totaled $ 50 , net of cash acquired, which included an office equipment dealer in Canada for approximately $ 31 , as well as two acquisitions in the U.S. for approximately $ 19 . 2021 also included smaller acquisitions totaling approximately $ 3 . All of our 2021 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, net, of which, none is expected to be deductible for tax purposes. 2020 Acquisitions Business acquisitions in 2020 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 for $ 9 . Xerox 2022 Annual Report 102 Table of Contents 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, net, of which, none is expected to be deductible for tax purposes. Revenue Summary Our acquisitions contributed aggregate revenues from their respective acquisition dates as follows: Year Ended December 31, Acquisition Year 2022 2021 2020 2022 $ 163 $ — $ — 2021 37 19 — 2020 132 137 99 Total Contributed Aggregate Revenue $ 332 $ 156 $ 99 Joint Venture Formation In May 2021, Xerox and the Victorian Government (AU) (VicGov) partnered to launch Eloque, a venture to commercialize new technology that will remotely monitor the structural health of critical infrastructure assets, such as road and railway bridges. Under the terms of the agreement, Xerox contributed approximately $ 5 in cash, along with technology and intellectual property for a controlling interest in the entity, whereas VicGov contributed approximately $ 5 in cash, along with technology and intellectual property for a noncontrolling interest in the entity. The revenues and expenses of the new entity post formation were not material for the years ended December 31, 2022 and December 31, 2021. In the third quarter of 2022, it was determined that development and commercialization of Eloque’s infrastructure/bridge monitoring solution would require significantly more efforts and capital than initially expected. As a result of this determination, we mutually agreed with our partner VicGov to shut down the Eloque joint venture. The impacts from this shutdown were not material. ServiceNow Inc. Investment in CareAR In August 2021, in connection with Xerox Holdings Corporation's formation of the CareAR software business, ServiceNow, Inc. acquired a noncontrolling interest in CareAR Holdings LLC for $ 10 . CareAR Holdings LLC is a direct operating subsidiary of Xerox Corporation and includes Xerox’s XMPie, Inc., DocuShare LLC and CareAR, Inc. business units. ServiceNow’s investment includes a fair value redemption right, which is contingent on the non-occurrence of a future liquidity event (e.g., sale, public offering, spin-off, etc.) within 6 years of the closing of the investment. As a result of this contingent redemption right, we classified ServiceNow’s noncontrolling interest in CareAR Holdings LLC as temporary equity within Xerox’s Consolidated Balance Sheet. Xerox 2022 Annual Report 103 Table of Contents Note 7 – Accounts Receivable, Net Accounts receivable, net were as follows: December 31, 2022 2021 Invoiced $ 698 $ 660 Accrued (1) 211 216 Allowance for doubtful accounts ( 52 ) ( 58 ) Accounts receivable, net $ 857 $ 818 ____________ (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, 2020 $ 69 Provision 8 Charge-offs ( 18 ) Recoveries and other (1) ( 1 ) Balance at December 31, 2021 $ 58 Provision 17 Charge-offs ( 14 ) Recoveries and other (1) ( 9 ) Balance at December 31, 2022 $ 52 _____________ (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. 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 the allowance for doubtful accounts as a percentage of gross receivables was 5.7 % at December 31, 2022 and 6.6 % at December 31, 2021. The decrease in the allowance is primarily due to a reduction in estimated losses for customer accommodations and other billing adjustments. Accounts Receivable Sale Arrangements Accounts receivable sale 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, $ 159 and $ 102 remained uncollected as of December 31, 2022 and 2021, respectively. Accounts receivable sales activity was as follows: Year Ended December 31, 2022 2021 2020 Accounts receivable sales (1) $ 593 $ 478 $ 333 _____________ (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 2022 Annual Report 104 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, 2022 2021 Gross receivables $ 3,593 $ 3,568 Unearned income ( 374 ) ( 380 ) Subtotal 3,219 3,188 Residual values — — Allowance for doubtful accounts ( 117 ) ( 118 ) Finance Receivables, Net 3,102 3,070 Less: Billed portion of finance receivables, net 93 94 Less: Current portion of finance receivables not billed, net 1,061 1,042 Finance Receivables Due After One Year, Net $ 1,948 $ 1,934 A summary of our gross finance receivables' future contractual maturities, including those previously billed, is as follows: December 31, 2022 2021 2022 $ 1,357 2023 $ 1,325 972 2024 967 668 2025 690 396 2026 411 157 2027 169 Thereafter 31 18 Total $ 3,593 $ 3,568 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. The allowance for doubtful credit losses is principally determined 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, the allowance for doubtful credit losses as a percentage of gross finance receivables (net of unearned income) was 3.6 % at December 31, 2022 and 3.7 % at December 31, 2021. In determining the level of reserve required, we critically assessed current and forecasted economic conditions and trends to ensure we objectively considered those expected impacts in the determination of our reserve. Our assessment also included a review of current portfolio credit metrics and the level of write-offs incurred over the past year. Our allowance for doubtful finance receivables is effectively determined by geography. The risk characteristics in our finance receivable portfolio segments are generally 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 bad debt provision was $ 26 for the year ended December 31, 2022. This compares to the bad debt provision of $( 1 ) for the year ended December 31, 2021. The provision for the year ended December 31, 2021 included a reserve reduction of approximately $ 31 , which was the result of improvements in the macroeconomic environment in 2021 as well as lower write-offs as a result of the COVID-19 pandemic. Xerox 2022 Annual Report 105 Table of Contents Although write-offs incurred to date continue to lag expectations, we believe our current reserve position remains sufficient to cover expected future losses that may result from current and future macroeconomic conditions including higher inflation, interest rates and the potential for recessions in the geographic areas of our customers. In addition, there continues to be geopolitical uncertainty in Europe from the Ukraine/Russia conflict and continued impacts from the COVID-19 recovery. As a result of these uncertainties, our reserve as a percent of receivables has remained elevated as compared to our reserve prior to the onset of the COVID-19 pandemic. We continue to monitor developments in future economic conditions and trends, and as a result, our reserves may need to be updated in future periods. The allowance for doubtful accounts as well as the related investment in finance receivables were as follows: Allowance for Credit Losses: United States Canada Europe (1) Total Balance at December 31, 2020 $ 77 $ 15 $ 41 $ 133 Provision 5 ( 3 ) ( 3 ) ( 1 ) Charge-offs ( 7 ) ( 3 ) ( 6 ) ( 16 ) Recoveries and other (2) 2 2 ( 2 ) 2 Balance at December 31, 2021 $ 77 $ 11 $ 30 $ 118 Provision 20 ( 2 ) 8 26 Charge-offs ( 15 ) ( 3 ) ( 8 ) ( 26 ) Recoveries and other (2) 1 1 ( 3 ) ( 1 ) Balance at December 31, 2022 $ 83 $ 7 $ 27 $ 117 Finance Receivables Collectively Evaluated for Impairment: December 31, 2021 (3) $ 1,876 $ 251 $ 1,061 $ 3,188 December 31, 2022 (3) $ 1,948 $ 228 $ 1,043 $ 3,219 _____________ (1) Includes developing market countries. (2) 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. (3) Total Finance receivables exclude the allowance for credit losses of $ 117 and $ 118 at December 31, 2022 and 2021, 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-user customers through bundled lease arrangements, and indirect, which primarily includes leases originated through our XBS sales channel and lease financing to end-user customers who purchased equipment we sold to distributors or resellers. We evaluate our customers 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 %. • 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. Xerox 2022 Annual Report 106 Table of Contents Details about our finance receivables portfolio based on geography, origination year and credit quality indicators are as follows: December 31, 2022 2022 2021 2020 2019 2018 Prior Total Finance Receivables United States (Direct): Low Credit Risk $ 173 $ 104 $ 80 $ 53 $ 23 $ 2 $ 435 Average Credit Risk 83 36 26 28 7 2 182 High Credit Risk 71 70 49 18 6 2 216 Total 327 210 155 99 36 6 833 United States (Indirect): Low Credit Risk 249 165 91 49 12 1 567 Average Credit Risk 210 156 73 40 11 — 490 High Credit Risk 22 20 9 5 2 — 58 Total 481 341 173 94 25 1 1,115 Canada Low Credit Risk 31 22 17 12 5 — 87 Average Credit Risk 46 25 22 16 5 — 114 High Credit Risk 6 6 8 4 2 1 27 Total 83 53 47 32 12 1 228 EMEA (1) Low Credit Risk 269 167 90 59 24 5 614 Average Credit Risk 152 105 63 43 15 3 381 High Credit Risk 17 13 9 7 2 — 48 Total 438 285 162 109 41 8 1,043 Total Finance Receivables Low Credit Risk 722 458 278 173 64 8 1,703 Average Credit Risk 491 322 184 127 38 5 1,167 High Credit Risk 116 109 75 34 12 3 349 Total $ 1,329 $ 889 $ 537 $ 334 $ 114 $ 16 $ 3,219 Xerox 2022 Annual Report 107 Table of Contents December 31, 2021 2021 2020 2019 2018 2017 Prior Total Finance Receivables United States (Direct): Low Credit Risk $ 148 $ 121 $ 98 $ 68 $ 21 $ 3 $ 459 Average Credit Risk 60 40 57 23 8 2 190 High Credit Risk 91 73 31 16 6 1 218 Total 299 234 186 107 35 6 867 United States (Indirect): Low Credit Risk 235 145 100 43 11 — 534 Average Credit Risk 201 103 74 35 10 — 423 High Credit Risk 24 15 8 4 1 — 52 Total 460 263 182 82 22 — 1,009 Canada Low Credit Risk 32 27 22 13 3 1 98 Average Credit Risk 34 34 27 15 6 1 117 High Credit Risk 8 12 7 5 4 — 36 Total 74 73 56 33 13 2 251 EMEA (1) Low Credit Risk 229 143 121 71 22 6 592 Average Credit Risk 156 109 84 45 15 3 412 High Credit Risk 18 15 13 8 3 — 57 Total 403 267 218 124 40 9 1,061 Total Finance Receivables Low Credit Risk 644 436 341 195 57 10 1,683 Average Credit Risk 451 286 242 118 39 6 1,142 High Credit Risk 141 115 59 33 14 1 363 Total $ 1,236 $ 837 $ 642 $ 346 $ 110 $ 17 $ 3,188 _____________ (1) Includes developing market countries. Xerox 2022 Annual Report 108 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, 2022 Current 31-90 Days Past Due >90 Days Past Due Total Billed Unbilled Total Finance Receivables >90 Days and Accruing Direct $ 30 $ 6 $ 6 $ 42 $ 791 $ 833 $ 47 Indirect 27 6 4 37 1,078 1,115 — Total United States 57 12 10 79 1,869 1,948 47 Canada 5 1 — 6 222 228 6 EMEA (1) 9 2 1 12 1,031 1,043 12 Total $ 71 $ 15 $ 11 $ 97 $ 3,122 $ 3,219 $ 65 December 31, 2021 Current 31-90 Days Past Due >90 Days Past Due Total Billed Unbilled Total Finance Receivables >90 Days and Accruing Direct $ 28 $ 7 $ 7 $ 42 $ 825 $ 867 $ 61 Indirect 28 5 4 37 972 1,009 — Total United States 56 12 11 79 1,797 1,876 61 Canada 6 1 — 7 244 251 9 EMEA (1) 9 2 1 12 1,049 1,061 13 Total $ 71 $ 15 $ 12 $ 98 $ 3,090 $ 3,188 $ 83 _____________ (1) Includes developing market countries. Sales of Receivables In December 2022, the Company entered into a Receivables Funding Agreement with an affiliate of HPS Investment Partners (the Purchaser) pursuant to which the Company agreed to offer for sale, and Purchaser agreed to purchase, certain eligible pools of finance receivables on a monthly basis in transactions intended to be structured as "true sales at law," and we have received an opinion to that effect from outside legal counsel. Accordingly, the receivables sold were derecognized from our financial statements and the Purchaser does not have recourse back to the Company for uncollectible receivables. The Receivables Funding Agreement has an initial term through January 31, 2024, with automatic one-year extensions thereafter, unless terminated by either the Company or the Purchaser. The Receivables Funding Agreement contemplates lease receivable sales totaling approximately $ 600 during the initial term. Additionally, the Company will continue to service the lease receivables for a specified fee and will also be paid a commission on lease receivables sold under the Receivables Funding Agreement. During the year ended December 31, 2022, the Company sold approximately $ 60 in principal balances of lease receivables under the Receivables Funding Agreement for approximately $ 60 in cash and received and recognized commissions of approximately $ 2 , which are recorded in Services, maintenance and rentals as Other revenue. The cash proceeds were recorded in Net cash provided by operating activities. Secured Borrowings and Collateral In 2022, 2021, and 2020 we sold certain finance receivables to consolidated special purpose entities included in our Consolidated Balance Sheet as collateral for secured loans. Refer to Note 15 - Debt, for additional information related to these arrangements. Xerox 2022 Annual Report 109 Table of Contents Note 9 – Inventories and Equipment on Operating Leases, Net The following is a summary of Inventories by major category: December 31, 2022 2021 Finished goods $ 640 $ 568 Work-in-process 45 43 Raw materials 112 85 Total Inventories $ 797 $ 696 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 lease 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, 2022 2021 Equipment on operating leases $ 1,163 $ 1,266 Accumulated depreciation ( 928 ) ( 1,013 ) Equipment on operating leases, net $ 235 $ 253 Depreciable lives generally vary from four 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, 2022 2021 2022 $ 202 2023 $ 185 110 2024 95 61 2025 59 32 2026 30 10 2027 13 Thereafter 4 2 Total $ 386 $ 417 Total contingent rentals on operating leases, consisting principally of usage charges in excess of minimum contracted amounts, for the years ended December 31, 2022, 2021 and 2020 amounted to $ 63 , $ 62 and $ 66 , respectively. Secured Borrowings and Collateral In 2021, we sold the rights to payments under operating leases to a consolidated special purpose entity included in our Consolidated Balance Sheet as collateral for a secured loan. Refer to Note 15 - Debt, for additional information related to this arrangement. Xerox 2022 Annual Report 110 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) 2022 2021 Land $ 8 $ 9 Building and building equipment 25 to 50 708 777 Leasehold improvements 1 to 12 112 112 Plant machinery 5 to 12 1,000 1,098 Office furniture and equipment 3 to 15 460 475 Finance leases 1 to 12 26 13 Other 4 to 20 38 44 Construction in progress 15 17 Subtotal 2,367 2,545 Accumulated depreciation ( 2,047 ) ( 2,187 ) Land, buildings and equipment, net $ 320 $ 358 Depreciation expense was $ 68 , $ 76 and $ 87 for the three years ended December 31, 2022, 2021 and 2020, respectively. We lease buildings and equipment, substantially all of which are accounted for as operating leases. Finance leased assets were $ 18 and $ 9 at December 31, 2022 and 2021, respectively. Refer to Note 11 - Lessee for additional information regarding leased assets. Internal Use Software As of December 31, 2022 and 2021, capitalized costs related to internal use software, net of accumulated amortization, were $ 95 and $ 120 , respectively. Useful lives of our internal use software generally vary from three to seven years . Amortization expense was $ 45 , $ 41 and $ 42 for the three years ended December 31, 2022, 2021 and 2020, respectively. Note 11 – Lessee 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. The components of lease expense are as follows: Year Ended December 31, 2022 2021 2020 Operating lease expense $ 97 $ 104 $ 113 Short-term lease expense 17 20 20 Variable lease expense (1) 49 48 47 Sublease income ( 5 ) ( 4 ) ( 2 ) Total Lease expense $ 158 $ 168 $ 178 _____________ (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, 2022, we had no additional operating leases that had not yet commenced. Xerox 2022 Annual Report 111 Table of Contents Operating lease ROU assets, net and operating lease liabilities were reported in the Consolidated Balance Sheets as follows: December 31, 2022 2021 Other long-term assets $ 215 $ 264 Accrued expenses and other current liabilities $ 68 $ 79 Other long-term liabilities 161 204 Total Operating lease liabilities $ 229 $ 283 Supplemental information related to operating leases is as follows: Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities - Operating cash flows $ 101 $ 109 $ 119 Right-of-use assets obtained in exchange for new lease liabilities (1) $ 45 $ 41 $ 76 Weighted-average remaining lease term 4 years 5 years 5 years Weighted-average discount rate 5.19 % 4.67 % 5.03 % _____________ (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, 2022 2021 2022 $ 98 2023 $ 86 78 2024 54 45 2025 38 31 2026 32 26 2027 17 Thereafter 30 35 Total Lease payments 257 313 Less: Imputed interest 28 30 Total Operating lease liabilities $ 229 $ 283 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 remaining maturities up to nine years with a maximum expiration date through December 2031. As of December 31, 2022 and 2021, the remaining lease obligation for all finance leases is $ 16 and $ 7 , respectively, based on discount rates of 6.40 % and 4.51 %, respectively. The ROU asset balances associated with these finance leases at December 31, 2022 and 2021 of $ 18 and $ 9 , respectively are included in Land, buildings and equipment, net in the Consolidated Balance Sheets. Xerox 2022 Annual Report 112 Table of Contents Note 12 - Goodwill, Net and Intangible Assets, Net Goodwill, Net The following table presents the changes in the carrying amount of Goodwill, net: 2022 2021 2020 Goodwill $ 4,068 $ 4,071 $ 3,900 Accumulated impairment losses ( 781 ) — — Goodwill, net at January 1 $ 3,287 $ 4,071 $ 3,900 Goodwill Activity: Foreign currency translation ( 120 ) ( 23 ) 60 Acquisitions (1) : U.S. Acquisitions — 9 — U.K. Acquisitions 28 — 98 Canada Acquisitions 34 16 10 Other 3 ( 5 ) 3 Goodwill impairment ( 412 ) ( 781 ) — Goodwill $ 4,013 $ 4,068 $ 4,071 Accumulated impairment losses ( 1,193 ) ( 781 ) — Goodwill, net at December 31 $ 2,820 $ 3,287 $ 4,071 _____________ (1) Refer to Note 6 - Acquisitions and Investments for additional information related to acquisitions. No Goodwill has been allocated to the Financing (FITTLE) segment for the three years ended December 31, 2022, 2021 or 2020, respectively. Accordingly, amounts above represent the Goodwill allocated to the Print and Other segment, as well as Goodwill on a Total Company basis. Refer to Note 1 - Basis of Presentation for additional information regarding the allocation of Goodwill. In the third quarter of 2022, we concluded that an interim impairment test of Goodwill was required. Based on that test, we determined that the estimated fair value of the Print and Other reporting unit (the only reporting unit with Goodwill) had declined below its carrying value and, as a result, we recognized an after-tax non-cash impairment charge of $ 395 ($ 412 pre-tax) related to our Goodwill for the year ended December 31, 2022. In the fourth quarter of 2021, after completing our annual impairment test, we concluded that the estimated fair value of the Company had declined below its carrying value. As a result, we recognized an after-tax non-cash impairment charge of $ 750 ($ 781 pre-tax) related to our Goodwill for the year ended December 31, 2021. Refer to Note 1 - Basis of Presentation for additional information related to the Goodwill impairment charges and our annual impairment assessment performed during the fourth quarter 2022. Intangible Assets, Net Intangible assets, net were $ 208 at December 31, 2022, all of which relate to our Print and Other segment. Intangible assets were comprised of the following: December 31, 2022 December 31, 2021 Weighted Average Amortization Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 10 years $ 214 $ 85 $ 129 $ 211 $ 95 $ 116 Distribution network 25 years 123 113 10 123 108 15 Trademarks 19 years 201 135 66 237 164 73 Technology and non-compete 3 years 15 12 3 15 8 7 Total Intangible Assets $ 553 $ 345 $ 208 $ 586 $ 375 $ 211 Amortization expense related to intangible assets was $ 42 , $ 55 and $ 56 for the three years ended December 31, 2022, 2021 and 2020, respectively. The decrease in amortization expense in 2022 primarily related to the write-off of certain XBS trade names in prior years as part of our continued efforts to realign and consolidate this sales unit as part of Project Own It. Excluding the impact of future acquisitions, amortization expense is expected to approximate $ 40 in 2023, $ 37 in 2024 and $ 32 in 2025, 2026 and in 2027, respectively. Technology and non-compete assets are expected to be fully amortized by 2024 and distribution network assets are expected to be fully amortized by 2025. Xerox 2022 Annual Report 113 Table of Contents Note 13 – 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 and/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. Severance payments made under a one-time benefit arrangement are recorded upon communication to the affected employees. 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. 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 planned initiatives. 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. Restructuring charges primarily relate to the Print and Other segment as amounts related to the Financing (FITTLE) segment were immaterial for all periods presented. A summary of our restructuring program activity for the three years ended December 31, 2022, 2021 and 2020 is as follows: Severance and Related Costs Other Contractual Termination Costs (2) Total Balance at December 31, 2019 $ 66 $ 4 $ 70 Restructuring provision 107 3 110 Reversals of prior charges ( 21 ) ( 2 ) ( 23 ) Net Current Period Charges (1) 86 1 87 Charges against reserve and currency ( 74 ) ( 1 ) ( 75 ) Balance at December 31, 2020 $ 78 $ 4 $ 82 Restructuring provision 30 3 33 Reversals of prior charges ( 13 ) ( 2 ) ( 15 ) Net Current Period Charges (1) 17 1 18 Charges against reserve and currency ( 70 ) ( 3 ) ( 73 ) Balance at December 31, 2021 $ 25 $ 2 $ 27 Restructuring provision 74 3 77 Reversals of prior charges ( 8 ) ( 1 ) ( 9 ) Net Current Period Charges (1) 66 2 68 Charges against reserve and currency ( 52 ) — ( 52 ) Balance at December 31, 2022 $ 39 $ 4 $ 43 _____________ (1) Represents net amount recognized within the Consolidated Statements of (Loss) Income for the years shown for restructuring. Reversals of prior charges primarily include net changes in estimated reserves from prior period initiatives. (2) Primarily includes additional costs incurred upon the exit from our facilities including decommissioning costs and associated contractual termination costs. Xerox 2022 Annual Report 114 Table of Contents The following table summarizes the reconciliation to the Consolidated Statements of Cash Flows: Year Ended December 31, 2022 2021 2020 Charges against reserve and currency $ ( 52 ) $ ( 73 ) $ ( 75 ) Effects of foreign currency and other non-cash items — 1 ( 6 ) Restructuring Cash Payments $ ( 52 ) $ ( 72 ) $ ( 81 ) 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. Impairments are net of any potential sublease income or other recovery amounts. A summary of our restructuring-related asset impairment activity is as follows: Year Ended December 31, 2022 2021 2020 Lease right of use assets (1) $ 2 $ 3 $ 4 Owned assets (1) 15 12 2 Asset impairments 17 15 6 Gain on sales of owned assets (2) ( 22 ) ( 4 ) — Adjustments/Reversals ( 1 ) ( 2 ) ( 6 ) Net asset impairment (credit) charge $ ( 6 ) $ 9 $ — _____________ _ (1) Primarily related to the exit and abandonment of leased and owned facilities, net of any potential sublease income and recoveries. (2) Reflect gain on the sales of exited surplus facilities and land. In connection with our restructuring programs, we also incurred certain related costs as follows: Year Ended December 31, 2022 2021 2020 Retention-related severance/bonuses (1) $ — $ 6 $ 4 Contractual severance costs 3 1 ( 2 ) Consulting and other costs (2) — 4 4 Total $ 3 $ 11 $ 6 _____________ (1) Includes retention related severance and bonuses for employees expected to continue working beyond their minimum retention period before termination. (2) Represents professional support services associated with our business transformation initiatives. For the years ended December 31, 2022, 2021 and 2020, cash payments for restructuring related costs were approximately $ 9 , $ 13 and $ 26 , respectively, while the reserve was $ 12 and $ 18 at December 31, 2022 and 2021, respectively. The balance at December 31, 2022 is expected to be paid over the next twelve months. Xerox 2022 Annual Report 115 Table of Contents Note 14 - Supplementary Financial Information The components of Other assets and liabilities are as follows: December 31, 2022 2021 Other Current Assets Income taxes receivable $ 27 $ 11 Royalties, license fees and software maintenance 23 23 Restricted cash 55 33 Prepaid expenses 32 30 Advances and deposits 29 32 Other 88 82 Total Other Current Assets $ 254 $ 211 Other Long-term Assets Income taxes receivable $ 1 $ 8 Prepaid pension costs 667 1,211 Internal use software, net 95 120 Restricted cash 39 36 Customer contract costs, net 135 147 Operating lease right-of-use assets 215 264 Deferred compensation plan investments 15 18 Investments in affiliates, at equity (1) 38 45 Investments at cost - Xerox Holdings 21 8 Other 97 103 Total Other Long-term Assets (2) $ 1,323 $ 1,960 Accrued Expenses and Other Current Liabilities Income taxes payable $ 16 $ 30 Other taxes payable 60 69 Operating lease obligations 68 79 Financing lease obligations 6 2 Interest payable 43 53 Restructuring reserves 39 26 Restructuring related costs 12 18 Product warranties 5 5 Dividends payable - Xerox Holdings (3) 47 48 Distributor and reseller rebates/commissions 145 112 Unearned income and other revenue deferrals 154 194 Administration and overhead 72 57 Other 214 178 Total Accrued Expenses and Other Current Liabilities (4) $ 881 $ 871 Other Long-term Liabilities Deferred taxes $ 95 $ 108 Income taxes payable 41 40 Operating lease obligations 161 204 Finance lease obligations 10 5 Environmental reserves 11 9 Restructuring reserves 4 1 Other 89 114 Total Other Long-term Liabilities $ 411 $ 481 _____________ (1) Investments in affiliates, at equity largely consists of several minor investments in entities in the Middle East region. Xerox's ownership interest in investments in corporate joint ventures and other companies is generally between 20% and 50%. (2) Xerox's balances of $ 1,302 and $ 1,952 at December 31, 2022 and 2021, respectively, excludes Investments at cost. (3) Represents dividends payable by Xerox Holdings Corporation on Common and Preferred Stock. (4) Xerox's balances of $ 834 and $ 823 at December 31, 2022 and 2021, respectively, excludes Dividends payable of $ 47 and $ 48 , respectively. Xerox 2022 Annual Report 116 Table of Contents Government Assistance In response to the COVID-19 pandemic, various governments employed temporary measures to provide aid and economic stimulus to companies through cash grants and credits or indirectly through payments to temporarily furloughed employees. Estimated savings from these various government assistance programs are recorded as follows in the Consolidated Statements of (Loss) Income: Year Ended December 31, 2022 2021 2020 Cost of sales $ — $ — $ 1 Cost of services, maintenance and rentals — 20 73 Research, development and engineering expenses — 1 1 Selling, administrative and general expenses — 13 32 Total Estimated savings $ — $ 34 $ 107 Cash, Cash Equivalents and Restricted Cash Restricted cash primarily relates to escrow cash deposits made in Brazil associated with ongoing litigation as well as cash collections on finance receivables that were pledged for secured borrowings. As more fully discussed in Note 20 - 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 are as follows: December 31, 2022 2021 Cash and cash equivalents $ 1,045 $ 1,840 Restricted cash Litigation deposits in Brazil 39 34 Escrow and cash collections related to secured borrowing arrangements (1) 54 32 Other restricted cash 1 3 Total Restricted cash 94 69 Cash, cash equivalents and restricted cash $ 1,139 $ 1,909 __________________________ (1) Represents collections on finance receivables pledged for secured borrowings that will be remitted to lenders in the following month. Restricted cash is reported in the Consolidated Balance Sheets as follows: December 31, 2022 2021 Other current assets $ 55 $ 33 Other long-term assets 39 36 Total Restricted cash $ 94 $ 69 Pension and Other Benefit Liabilities December 31, 2022 2021 Pension liabilities (1) $ 1,097 $ 1,285 Accrued compensation liabilities 61 66 Deferred compensation liabilities (2) 17 22 Pension and other benefit liabilities $ 1,175 $ 1,373 __________________________ (1) Refer to Note 18 - Employee Benefit Plans for additional information regarding pension liabilities. (2) Includes amounts measured at fair value on a recurring basis at December 31, 2022 and 2021 of $ 14 and $ 18 , respectively. Refer to Note 17 - Fair Value of Financial Assets and Liabilities for additional information regarding deferred compensation liabilities. Xerox 2022 Annual Report 117 Table of Contents Summarized Cash Flow Information Summarized cash flow information is as follows: Source/(Use) Location in Statement of Cash Flows Year Ended December 31, 2022 2021 2020 Provision for receivables Operating $ 36 $ 12 $ 116 Provision for inventories Operating 29 34 31 Provision for product warranties Operating 7 8 8 Depreciation of buildings and equipment Operating 68 76 87 Depreciation and obsolescence of equipment on operating leases Operating 115 155 183 Amortization of internal use software Operating 45 41 42 Amortization of acquired intangible assets Operating 42 55 56 Amortization of customer contract costs (1) Operating 73 79 85 Cost of additions to land, buildings and equipment Investing ( 36 ) ( 29 ) ( 44 ) Cost of additions to internal use software Investing ( 21 ) ( 39 ) ( 30 ) Payments to acquire noncontrolling interests - Xerox Holdings Investing ( 13 ) ( 8 ) — Common stock dividends - Xerox Holdings Financing ( 160 ) ( 192 ) ( 216 ) Preferred stock dividends - Xerox Holdings Financing ( 14 ) ( 14 ) ( 14 ) Payments to noncontrolling interests Financing ( 1 ) ( 1 ) ( 3 ) Proceeds from noncontrolling interests Financing 6 15 — Repurchases related to stock-based compensation - Xerox Holdings Financing ( 12 ) ( 18 ) ( 19 ) __________________________ (1) Amortization of customer contract costs is reported in Decrease in other current and long-term assets on the Consolidated Statements of Cash Flows. Refer to Note 3 - Revenue - Contract Costs for additional information. Xerox 2022 Annual Report 118 Table of Contents Note 15 – Debt Short-term borrowings were as follows: December 31, 2022 2021 Short-term debt and current portion of long-term debt Xerox Holdings Corporation $ — $ — Xerox Corporation 300 300 Xerox - Other Subsidiaries (1) 560 350 Total $ 860 $ 650 _____________ (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 (Loss) Income. Long-term debt was as follows: December 31, Stated Rate Weighted Average Interest Rates at December 31, 2022 (1) 2022 2021 Xerox Holdings Corporation Senior Notes due 2025 5.00 % 4.95 % $ 750 $ 750 Senior Notes due 2028 5.50 % 5.40 % 750 750 Subtotal - Xerox Holdings Corporation $ 1,500 $ 1,500 Xerox Corporation Senior Notes due 2022 4.07 % — % $ — $ 300 Senior Notes due 2023 (2) 4.38 % 4.63 % 300 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 $ 1,200 $ 2,200 Xerox - Other Subsidiaries (3) United States $ 790 $ 561 Canada 57 — France 195 — Subtotal Secured Borrowings $ 1,042 $ 561 Principal debt balance $ 3,742 $ 4,261 Xerox Holdings Corporation - Debt issuance costs ( 9 ) ( 11 ) Xerox Corporation - Debt issuance costs ( 4 ) ( 6 ) Xerox - Other subsidiaries - Debt issuance costs ( 5 ) ( 1 ) Subtotal - Debt issuance costs $ ( 18 ) $ ( 18 ) Unamortized premium 2 3 Less: current maturities ( 860 ) ( 650 ) Total Long-term Debt $ 2,866 $ 3,596 _____________ (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 February 2022, the coupon rate of 4.375 % increased by 0.25 % to 4.625 % effective March 15, 2022. (3) Refer to the Secured Borrowings and Collateral section below for additional information. Scheduled principal payments due on our long-term debt for the next five years and thereafter are as follows: 2023 (1) 2024 2025 2026 2027 Thereafter Total Xerox Holdings Corporation $ — $ — $ 750 $ — $ — $ 750 $ 1,500 Xerox Corporation 300 300 — — — 600 1,200 Xerox - Other Subsidiaries (2) 562 368 112 — — — 1,042 Total $ 862 $ 668 $ 862 $ — $ — $ 1,350 $ 3,742 _____________ (1) Current portion of long-term debt maturities for 2023 are $ 447 , $ 146 , $ 139 and $ 130 for the first, second, third and fourth quarters, respectively. (2) Represents subsidiaries of Xerox Corporation. Xerox 2022 Annual Report 119 Table of Contents Xerox Holdings Corporation/Xerox Corporation Intercompany Loan 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 . In 2020, the net debt proceeds were contributed by Xerox Holdings Corporation to Xerox Corporation and recorded as Additional paid-in capital by Xerox Corporation. In February 2021, Xerox Holdings Corporation and Xerox Corporation entered into an Intercompany Loan agreement for the net proceeds of $ 1,494 contributed by Xerox Holdings Corporation to Xerox Corporation in 2020. The intercompany loan resulted in the capitalization of the amount contributed in 2020 as Related Party Debt for Xerox Corporation and did not involve the exchange of cash in the current period. The amount was originally recorded as Additional paid-in capital in 2020 when the cash was contributed by Xerox Holdings Corporation. The intercompany loan was established to mirror the terms of Xerox Holdings Corporation’s 2025 and 2028 Senior Notes, including interest rates and payment dates. The intercompany interest expense also includes a ratable amount to reimburse Xerox Holdings Corporation for its debt issuance costs and premium. At December 31, 2022 and 2021, the balance of the Intercompany Loan reported in Xerox Corporation’s Consolidated Balance Sheet was $ 1,496 and $ 1,494 , respectively, which is net of related debt issuance costs, and the intercompany interest payable was $ 30 and $ 30 , respectively. Xerox Corporation’s interest expense included interest expense associated with this Intercompany Loan of $ 80 , $ 80 and $ 32 for the three years ended December 31, 2022, 2021 and 2020, respectively. Credit Facility In July 2022, Xerox Corporation, as borrower, and its parent company, Xerox Holdings Corporation, entered into a new Credit Agreement with several participating lending banks. The new Credit Agreement provided Xerox Corporation with a $ 500 Revolving Credit Facility and has a maturity date of July 7, 2024. We deferred $ 3 of debt issuance costs in connection with this credit agreement, which will be amortized over the two-year term of the arrangement. This new facility replaced our prior $ 1.5 billion Credit Facility. In December 2022, Xerox Corporation amended the Revolving Credit Facility to reduce the aggregate amount of the commitment under the Credit Agreement to $ 250 . The reduction in borrowing capacity resulted in a debt extinguishment loss of approximately $ 1 related to the write-off of deferred debt issuance costs. The new revolving Credit Facility includes an uncommitted accordion feature that allows the Company to increase the facility by a total of up to $ 150 , subject to obtaining additional commitments from existing lenders or new lending institutions. The new revolving Credit Agreement also includes a $ 150 letter of credit sub-facility. At December 31, 2022, we had no outstanding borrowings or letters of credit under the new revolving Credit Facility. At Xerox Corporation’s election, the borrowings under the new revolving Credit Facility in U.S. dollars will bear interest at either (i) a rate per annum equal to the highest of Citibank’s prime rate or a rate 0.5 % in excess of the Federal Funds Rate or a rate 1.0 % in excess of one-month Term SOFR (the Base Rate), in each case plus an applicable margin, or (ii) the one-, three-, or six-month per annum Term SOFR (the Term SOFR Rate), as selected by the Company, plus an applicable margin. The applicable margin for Base Rate loans, varies from 0.50 % to 1.25 % depending on the Company’s consolidated total net leverage ratio (as defined in the New Credit Agreement). The applicable margin for Term SOFR Rate loans varies from 1.50 % to 2.25 % depending on the Company’s consolidated total net leverage ratio. Xerox Corporation may also borrow in currencies other than U.S. dollars pursuant to the credit agreement, and such borrowings will bear interest calculated under a construct similar to that described above. Principal outstanding would be payable in full at maturity on July 7, 2024. Xerox Corporation’s borrowings under the new revolving Credit Facility are supported by guarantees from the Company and its subsidiary guarantors, and by security interests in substantially all of the assets of Xerox Holdings Corporation, as well as Xerox Corporation and its subsidiary guarantors, subject to certain exceptions. If an event of default occurs under the new revolving Credit Facility, the entire principal amount outstanding under the New Revolving Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods. Xerox 2022 Annual Report 120 Table of Contents The new revolving Credit Facility requires the Company to comply with the following financial covenants measured as of the end of each fiscal quarter: (a) Total Net Leverage Ratio - a quarterly test that is calculated as net debt for borrowed money divided by consolidated EBITDA, both as defined in the new revolving Credit Agreement - with a cap on cash netting of $ 1.0 billion. The required Total Net Leverage Ratio is 5.00 :1.00 at December 31, 2022; 4.75 :1.00 at March 31, 2023; 4.50 :1:00 at June 30, 2023 and 4.25 :1.00 thereafter. (b) Interest Coverage Ratio - a quarterly test that is calculated as consolidated EBITDA divided by consolidated interest expense, both as defined in the new revolving Credit Agreement. The Interest Coverage Ratio is 2.50 :1.00 at December 31, 2022; and 2.75 :1.00 thereafter. The new revolving Credit Facility also imposes restrictions on the Company and its subsidiaries, including on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Pursuant to the credit agreement, provided there is no event of default existing, the Company may declare and pay cash dividends on shares of its common stock and its preferred stock, and may repurchase shares of its common stock and its preferred stock (i) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s Total Net Leverage ratio is 3.5 to 1.00 or less or (ii) in an aggregate amount in any fiscal year not to exceed the greater of (x) $ 200 or (y) 50 % of free cash flow, which is operating cash flows less capital expenditures, for the prior fiscal year, commencing with the fiscal year ending December 31, 2022. Secured Borrowings and Collateral Over the past three years, we have entered into secured loan agreements with various financial institutions where we sold finance receivables and rights to payments under our equipment on operating leases. In certain transactions, the sales were made to special purpose entities (SPEs), owned and controlled by Xerox, where the SPEs funded the purchase through amortizing secured loans from the financial institutions. The loans have variable interest rates and expected lives of approximately 2.5 years, with half projected to be repaid within the first year based on collections of the underlying portfolio of receivables. For certain loans, we entered into interest rate hedge agreements to either fix or cap the interest rate over the life of the loan. 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 fully consolidate the SPEs in our financial statements. 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 secured assets and obligations held by subsidiaries of Xerox, which are included in our Consolidated Balance Sheets. Balance at December 31, 2022 Finance Receivables, Net (1) Equipment on Operating Leases, Net Secured Debt (2) Interest Rate (4) Expected Maturity United States (3) December 2022 $ 370 $ — $ 247 7.43 % 2025 January 2022 528 — 407 5.83 % 2024 September 2021 180 5 136 5.65 % 2024 Total U.S. $ 1,078 $ 5 $ 790 Canada (3) April 2022 $ 63 $ — $ 57 5.45 % 2025 France December 2022 $ 235 $ — $ 195 3.03 % 2025 Total $ 1,376 $ 5 $ 1,042 Xerox 2022 Annual Report 121 Table of Contents Balance at December 31, 2021 Finance Receivables, Net (1) Equipment on Operating Leases, Net Secured Debt (2) Interest Rate (4) Expected Maturity United States (3) September 2021 $ 308 $ 8 $ 293 1.40 % 2024 December 2020 380 — 268 1.74 % 2023 Total U.S. $ 688 $ 8 $ 561 ____________ _ (1) Includes (i) Billed portion of finance receivables, net (ii) Finance receivables, net and (iii) Finance receivables due after one year, net as included in the consolidated balance sheets as of December 31, 2022 and 2021 . (2) Represents Principal Balance and excludes debt issuance costs of $ 5 and $ 1 as of December 31, 2022 and 2021 , respectively. (3) Secured assets and obligations held by SPEs. (4) Represents the pre-hedged rate - refer to Note 16 - Financial Instruments for details regarding hedging of these borrowings. Interest Interest paid on our short-term and long-term debt amounted to $ 201 , $ 203 and $ 181 for the years ended December 31, 2022, 2021 and 2020, respectively. Interest expense and interest income was as follows: Year Ended December 31, 2022 2021 2020 Interest expense (1) (2) $ 199 $ 207 $ 215 Interest income (3) 218 225 240 _____________ (1) Includes Equipment financing interest as well as non-financing interest expense included in Other expenses, net in the Consolidated Statements of (Loss) Income. (2) Interest expense of Xerox Corporation included intercompany expense associated with the Xerox Holdings Corporation/Xerox Corporation Intercompany Loan of $ 80 , $ 80 and $ 32 for the three years ended December 31, 2022, 2021 and 2020, respectively. (3) Includes Finance income, as well as other interest income that is included in Other expenses, net in the Consolidated Statements of (Loss) 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 2022 Annual Report 122 Table of Contents Note 16 – 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. We had no fair value hedges for the three-year period ended December 31, 2022. Cash Flow Hedges We use interest rate swaps and caps to manage the exposure to variability in the interest rate payments on our secured loan agreements entered into over the last two years. The interest rate swaps convert the interest paid on certain loans to a fixed amount while the caps limit the maximum amount of interest paid. At December 31, 2022 there were four interest rate derivatives outstanding as follows: Secured Borrowing Derivative Type Principal Debt (1) Notional Amount Expected Maturity Pre-Hedged Rate Hedged Rate Net Fair Value United States N/A $ 407 $ — 2024 5.83 % — % $ — United States Cap 136 129 2024 5.65 % 0.50 % 4 United States Cap 247 247 2025 7.43 % 4.50 % 1 Canada Swap 57 52 2025 5.45 % 2.57 % 1 France Cap 195 195 2025 3.03 % 3.00 % 1 Total $ 1,042 $ 623 $ 7 _____________ (1) Excludes debt issuance costs of $ 5 at December 31, 2022. No amount of ineffectiveness was recorded in the Consolidated Statements of (Loss) 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. 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 Xerox 2022 Annual Report 123 Table of Contents At December 31, 2022, we had outstanding forward exchange and purchased option contracts with gross notional values of $ 1,541 , with terms of less than 12 months. At December 31, 2022, approximately 86 % of these contracts mature within three months, 7 % in three to six months and 7 % in six to twelve months. The associated exposures being hedged at December 31, 2022 were higher by 38.5 %, as compared to December 31, 2021. There have not been any material changes in our hedging strategy during 2022. The following is a summary of the primary hedging positions and corresponding fair values as of December 31, 2022: Currencies Hedged (Buy/Sell) Gross Notional Value Fair Value Asset (1) Japanese Yen/U.S. Dollar $ 389 $ 3 Euro/U.K. Pound Sterling 297 6 Japanese Yen/Euro 250 ( 1 ) Euro/Canadian Dollar 131 — U.S. Dollar/Euro 127 ( 1 ) Euro/U.S. Dollar 70 — U.S. Dollar/Canadian Dollar 53 1 Swedish Krona/Euro 49 — Euro/Swedish Krona 45 — All Other 130 — Total Foreign exchange hedging $ 1,541 $ 8 _____________ (1) Represents the net receivable (payable) amount included in the Consolidated Balance Sheet at December 31, 2022. 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 (Loss) 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 liability fair value of these contracts was $ 4 and $ 3 as of December 31, 2022 and 2021, 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 2022 2021 Derivatives Designated as Hedging Instruments Foreign exchange contracts – forwards Other current assets $ 5 $ 3 Accrued expenses and other current liabilities ( 9 ) ( 6 ) Interest rate cap Other long-term assets 6 1 Interest rate swap Other long-term assets 1 — Net Designated Derivative Asset (Liability) $ 3 $ ( 2 ) Derivatives NOT Designated as Hedging Instruments Foreign exchange contracts – forwards Other current assets $ 14 $ 1 Accrued expenses and other current liabilities ( 2 ) ( 5 ) Net Undesignated Derivative Asset (Liability) $ 12 $ ( 4 ) Summary of Derivatives Total Derivative Assets $ 26 $ 5 Total Derivative Liabilities ( 11 ) ( 11 ) Net Derivative Asset (Liability) $ 15 $ ( 6 ) Xerox 2022 Annual Report 124 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 table provide a summary of gains (losses) on derivative instruments: Derivative (Loss) Gain Recognized in OCI (Effective Portion) (Loss) Gain Reclassified from AOCI to Income (Effective Portion) Derivatives in Cash Flow Hedging Relationships Year Ended December 31, Location of Derivative (Loss) Gain Reclassified from AOCI into Income (Effective Portion) Year Ended December 31, 2022 2021 2020 2022 2021 2020 Foreign exchange contracts – forwards/options $ ( 41 ) $ ( 12 ) $ 4 Cost of sales $ ( 36 ) $ ( 7 ) $ ( 1 ) Interest rate contracts 6 — — Interest expense 1 — — Total $ ( 35 ) $ ( 12 ) $ 4 $ ( 35 ) $ ( 7 ) $ ( 1 ) For the three years ended December 31, 2022, 2021 and 2020 no amount of ineffectiveness was recorded in the Consolidated Statements of (Loss) Income for these designated cash flow hedges. All components of each derivative’s gain or (loss) were included in the assessment of hedge effectiveness. At December 31, 2022, a net after-tax loss of $ 4 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) 2022 2021 2020 Foreign exchange contracts – forwards Other expense – Currency gains (losses), net $ 17 $ ( 26 ) $ 14 For the three years ended December 31, 2022, 2021 and 2020, we recorded Currency losses, net of $ 13 , $ 7 and $ 3 , 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 2022 Annual Report 125 Table of Contents Note 17 – 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, 2022 2021 Assets Foreign exchange contracts - forwards $ 19 $ 4 Interest rate cap 6 1 Interest rate swap 1 — Deferred compensation investments in mutual funds 15 18 Total $ 41 $ 23 Liabilities Foreign exchange contracts - forwards $ 11 $ 11 Deferred compensation plan liabilities 14 18 Total $ 25 $ 29 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, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 1,045 $ 1,045 $ 1,840 $ 1,840 Accounts receivable, net 857 857 818 818 Short-term debt and current portion of long-term debt 860 861 650 653 Long-term debt Xerox Holdings Corporation $ 1,496 $ 1,294 $ 1,494 $ 1,579 Xerox Corporation 894 726 1,892 1,987 Xerox - Other Subsidiaries (1) 476 478 210 210 Total Long-term debt $ 2,866 $ 2,498 $ 3,596 $ 3,776 _____________ (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 2022 Annual Report 126 Table of Contents Note 18 – 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. Effective January 1, 2023, our pension plan in the Netherlands was changed to a Defined Contribution Plan for future service. We recorded this change as a curtailment effective December 31, 2022. The benefits accrued prior to 2023 under the Netherlands Pension Plan remain in a Collective Defined Contribution (CDC) plan. From a Company risk perspective, this portion of the 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 continues to be 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 and expected return. Xerox 2022 Annual Report 127 Table of Contents Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health 2022 2021 2022 2021 2022 2021 Change in Benefit Obligation: Benefit obligation, January 1 $ 3,372 $ 3,747 $ 6,543 $ 7,159 $ 303 $ 370 Service cost 1 2 16 20 1 2 Interest (income) cost ( 65 ) 80 123 88 8 8 Plan participants' contributions — — 2 3 9 8 Actuarial gain ( 643 ) ( 86 ) ( 1,697 ) ( 233 ) ( 59 ) ( 1 ) Currency exchange rate changes — — ( 534 ) ( 193 ) ( 7 ) — Plan amendment — — 72 — ( 26 ) ( 50 ) Plan curtailments — — ( 20 ) ( 4 ) — — Benefits paid/settlements ( 320 ) ( 371 ) ( 265 ) ( 297 ) ( 27 ) ( 34 ) Other — — — — 7 — Benefit Obligation, December 31 $ 2,345 $ 3,372 $ 4,240 $ 6,543 $ 209 $ 303 Change in Plan Assets: Fair value of plan assets, January 1 $ 2,544 $ 2,802 $ 7,252 $ 7,199 $ — $ — Actual return on plan assets ( 730 ) 89 ( 1,865 ) 415 — — Employer contributions 24 24 81 111 19 25 Plan participants' contributions — — 2 3 8 8 Currency exchange rate changes — — ( 609 ) ( 178 ) — — Benefits paid/settlements ( 320 ) ( 371 ) ( 265 ) ( 297 ) ( 27 ) ( 33 ) Other — — ( 2 ) ( 1 ) — — Fair Value of Plan Assets, December 31 $ 1,518 $ 2,544 $ 4,594 $ 7,252 $ — $ — Net Funded Status at December 31 (1) $ ( 827 ) $ ( 828 ) $ 354 $ 709 $ ( 209 ) $ ( 303 ) Amounts Recognized in the Consolidated Balance Sheets: Other long-term assets $ — $ — $ 667 $ 1,211 $ — $ — Accrued compensation and benefit costs ( 24 ) ( 24 ) ( 19 ) ( 21 ) ( 25 ) ( 26 ) Pension and other benefit liabilities ( 803 ) ( 804 ) ( 294 ) ( 481 ) — — Post-retirement medical benefits — — — — ( 184 ) ( 277 ) Net Amounts Recognized $ ( 827 ) $ ( 828 ) $ 354 $ 709 $ ( 209 ) $ ( 303 ) Accumulated Benefit Obligation $ 2,345 $ 3,372 $ 4,194 $ 6,412 _____________ (1) Includes under-funded and unfunded plans. Benefit plans pre-tax amounts recognized in AOCL at December 31st: Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health 2022 2021 2022 2021 2022 2021 Net actuarial loss (gain) $ 692 $ 745 $ 1,202 $ 939 $ ( 79 ) $ ( 25 ) Prior service cost (credit) — — 99 29 ( 94 ) ( 83 ) Total loss (gain) - Pre-tax $ 692 $ 745 $ 1,301 $ 968 $ ( 173 ) $ ( 108 ) Xerox 2022 Annual Report 128 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, 2022 December 31, 2021 Accumulated Benefit Obligation Fair Value of Plan Assets Accumulated Benefit Obligation Fair Value of Plan Assets Underfunded Plans: U.S. $ 2,098 $ 1,518 $ 3,056 $ 2,544 Non-U.S. 44 38 181 144 Unfunded Plans: U.S. $ 247 $ — $ 316 $ — Non-U.S. 304 — 440 — Total Underfunded and Unfunded Plans: U.S. $ 2,345 $ 1,518 $ 3,372 $ 2,544 Non-U.S. 348 38 621 144 Total $ 2,693 $ 1,556 $ 3,993 $ 2,688 Aggregate information for pension plans with a projected benefit obligation in excess of plan assets is presented below: December 31, 2022 December 31, 2021 Projected Benefit Obligation Fair Value of Plan Assets Projected Benefit Obligation Fair Value of Plan Assets Underfunded Plans: U.S. $ 2,098 $ 1,518 $ 3,056 $ 2,544 Non-U.S. 45 38 810 751 Unfunded Plans: U.S. $ 247 $ — $ 316 $ — Non-U.S. 308 — 447 — Total Underfunded and Unfunded Plans: U.S. $ 2,345 $ 1,518 $ 3,372 $ 2,544 Non-U.S. 353 38 1,257 751 Total $ 2,698 $ 1,556 $ 4,629 $ 3,295 Pension plan assets and benefit obligations by country were as follows: December 31, 2022 December 31, 2021 Fair Value of Pension Plan Assets Projected Benefit Obligation Net Funded Status Fair Value of Pension Plan Assets Projected Benefit Obligation Net Funded Status U.S. funded $ 1,518 $ 2,098 $ ( 580 ) $ 2,544 $ 3,056 $ ( 512 ) U.S. unfunded — 247 ( 247 ) — 316 ( 316 ) Total U.S. 1,518 2,345 ( 827 ) 2,544 3,372 ( 828 ) U.K. 2,903 2,439 464 4,914 3,870 1,044 Netherlands 793 729 64 1,174 1,145 29 Canada 553 532 21 746 747 ( 1 ) Germany — 237 ( 237 ) — 346 ( 346 ) Other 345 303 42 418 435 ( 17 ) Total $ 6,112 $ 6,585 $ ( 473 ) $ 9,796 $ 9,915 $ ( 119 ) Xerox 2022 Annual Report 129 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 2022 2021 2020 2022 2021 2020 2022 2021 2020 Components of Net Periodic Benefit Costs: Service cost $ 1 $ 2 $ 2 $ 16 $ 20 $ 20 $ 1 $ 2 $ 2 Interest (income) cost (1) ( 65 ) 80 196 123 88 113 8 8 12 Expected return on plan assets (2) 71 ( 117 ) ( 217 ) ( 226 ) ( 208 ) ( 191 ) — — — Recognized net actuarial loss (gain) 13 17 27 23 59 58 ( 4 ) 1 ( 1 ) Amortization of prior service credit — ( 1 ) ( 2 ) 1 ( 1 ) ( 1 ) ( 8 ) ( 66 ) ( 76 ) Recognized settlement loss 56 54 53 — 1 1 — — — Recognized curtailment gain — — — ( 4 ) ( 4 ) ( 1 ) — — — Defined Benefit Plans 76 35 59 ( 67 ) ( 45 ) ( 1 ) ( 3 ) ( 55 ) ( 63 ) Defined contribution plans 20 — 1 17 18 18 n/a n/a n/a Net Periodic Benefit Cost (Credit) 96 35 60 ( 50 ) ( 27 ) 17 ( 3 ) ( 55 ) ( 63 ) Other changes in plan assets and benefit obligations recognized in Other Comprehensive (Loss) Income: Net actuarial loss (gain) 16 ( 57 ) ( 105 ) 368 ( 425 ) ( 9 ) ( 57 ) ( 1 ) 4 Prior service cost (credit) — — — 72 ( 4 ) 4 ( 26 ) ( 50 ) ( 11 ) Amortization of net actuarial (loss) gain ( 69 ) ( 71 ) ( 80 ) ( 23 ) ( 60 ) ( 59 ) 4 ( 1 ) 1 Amortization of net prior service credit — 1 2 ( 1 ) 1 1 15 66 76 Curtailment gain — — — 4 4 1 — — — Total Recognized in Other Comprehensive (Loss) Income (3) ( 53 ) ( 127 ) ( 183 ) 420 ( 484 ) ( 62 ) ( 64 ) 14 70 Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Loss) Income $ 43 $ ( 92 ) $ ( 123 ) $ 370 $ ( 511 ) $ ( 45 ) $ ( 67 ) $ ( 41 ) $ 7 _____________ (1) Interest cost for Pension Benefits includes interest expense on non-TRA obligations of $ 205 , $ 150 and $ 184 and interest (income)/expense directly allocated to TRA participant accounts of $( 147 ), $ 18 and $ 125 for the years ended December 31, 2022, 2021 and 2020, respectively. (2) Expected return on plan assets includes expected investment income on non-TRA assets of $ 302 , $ 307 and $ 283 and actual investment (loss)/income on TRA assets of $( 147 ), $ 18 and $ 125 for the years ended December 31, 2022, 2021 and 2020, respectively. (3) Amounts represent the pre-tax effect included in Other comprehensive income. Refer to Note 24 - Other Comprehensive (Loss) Income for the related tax effects and the net of tax amounts. Xerox 2022 Annual Report 130 Table of Contents 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 estimated the cost of equalization under the minimum cost approach permitted by the High Court’s ruling to be 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. At December 31, 2022, the aggregate cost for this matter was estimated to be approximately GBP 16 million (approximately USD $ 19 ) a reduction of approximately GBP 20 million (approximately USD $ 24 ) from prior estimates, which was accounted for as an actuarial gain cumulatively through 2022. This latest estimate reflects a more recent analysis completed by the Plan Actuary adjusted approximately for market conditions at December 31, 2022. The equalization method has now been agreed between the Company and Trustee and is now in the process of being implemented. The method decision does not materially impact the estimated cost. In April 2022, our U.K. defined benefit pension plan was amended, at the sole discretion of the Plan Trustees as legally allowed, to increase the capped inflation indexation for the April 2022 pension increase award to 7.5 % in line with the December 2021 U.K. Retail Price Index (RPI). This amendment resulted in an increase of approximately $ 73 in the projected benefit obligation (PBO) for this plan. Retiree Health Plans: During 2022, we amended our U.S. Retiree Health Plan to reduce benefits and eliminate coverage for existing union retirees and for certain union employees as a result of contract negotiations. These negative plan amendments resulted in a reduction of approximately $ 30 in the Company's postretirement benefit obligation. In December 2021, we amended our U.S. Retiree Health Plan to reduce certain benefits for existing 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 of $ 50 in the postretirement benefit obligation. 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 was effective January 1, 2021. This negative plan amendment resulted in a reduction in the postretirement benefit obligation of $ 11 . The reductions in the postretirement benefit obligation resulting from these plan amendments are being amortized to future net periodic benefit costs as prior service credits. Xerox 2022 Annual Report 131 Table of Contents Plan Assets Current Allocation As of the 2022 and 2021 measurement dates, the global pension plan assets were $ 6,112 and $ 9,796 , 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, 2022 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 $ 3 $ — $ — $ — $ 3 $ 532 $ — $ — $ — $ 532 Equity Securities: U.S. 44 — — — 44 75 27 — — 102 International 89 — — 128 217 358 2 — 30 390 Fixed Income Securities: U.S. treasury securities — 73 — — 73 — 72 — — 72 Debt security issued by government agency — 151 — — 151 — 1,326 — — 1,326 Corporate bonds — 644 — — 644 — 263 — — 263 Derivatives — ( 8 ) — — ( 8 ) — 79 — — 79 Real estate — — 57 13 70 — — 144 71 215 Private equity/venture capital — — — 202 202 — — 4 1,089 1,093 Guaranteed insurance contracts — — — — — — — 483 — 483 Other (2)(3) — — — 122 122 22 17 — — 39 Total Fair Value of Plan Assets $ 136 $ 860 $ 57 $ 465 $ 1,518 $ 987 $ 1,786 $ 631 $ 1,190 $ 4,594 _____________ (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 $ 94 (measured at NAV) which are invested approximately 30 % in fixed income securities and approximately 70 % in equity securities. (3) Other Level 1 includes net non-financial, Non-U.S. assets of $ 22 , such as due to/from broker, interest receivables and accrued expenses. Xerox 2022 Annual Report 132 Table of Contents December 31, 2021 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 $ 3 $ — $ — $ — $ 3 $ 477 $ — $ — $ — $ 477 Equity Securities: U.S. 148 — — — 148 35 36 — — 71 International 161 — — 230 391 699 339 — 37 1,075 Fixed Income Securities: U.S. treasury securities — 214 — — 214 — 61 — — 61 Debt security issued by government agency — 119 — — 119 — 2,181 — — 2,181 Corporate bonds — 1,134 — — 1,134 — 985 — — 985 Derivatives — 5 — — 5 — 300 — — 300 Real estate — — 51 10 61 — — 164 112 276 Private equity/venture capital — — — 239 239 — — 4 1,684 1,688 Guaranteed insurance contracts — — — — — — — 75 — 75 Other (2)(3) 95 — — 135 230 22 41 — — 63 Total Fair Value of Plan Assets $ 407 $ 1,472 $ 51 $ 614 $ 2,544 $ 1,233 $ 3,943 $ 243 $ 1,833 $ 7,252 _____________ (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 75 % in fixed income securities and approximately 25 % in equity securities. (3) Other Level 1 includes mutual funds of $ 93 , which are invested in equity securities, and net non-financial (liabilities) assets of $ 2 U.S. and $ 22 Non-U.S., respectively, such as due to/from broker, interest receivables and accrued expenses. The following tables represents a rollforward 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, 2020 $ 31 $ 208 $ 3 $ 86 $ 297 Purchases 15 10 — — 10 Sales — ( 33 ) — ( 5 ) ( 38 ) Unrealized gains (losses) 5 ( 12 ) 1 1 ( 10 ) Currency translation — ( 9 ) — ( 7 ) ( 16 ) Balance at December 31, 2021 $ 51 $ 164 $ 4 $ 75 $ 243 Purchases — — — 569 569 Sales ( 2 ) ( 19 ) — ( 5 ) ( 24 ) Unrealized gains (losses) 8 ( 10 ) 1 ( 133 ) ( 142 ) Currency translation — 9 ( 1 ) ( 23 ) ( 15 ) Balance at December 31, 2022 $ 57 $ 144 $ 4 $ 483 $ 631 Level 3 Valuation Method Our primary Level 3 assets are Real Estate, Private Equity/Venture Capital investments, and Guaranteed Insurance Contracts. 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. 2022 purchases of Guaranteed Insurance Contracts (GICs) include the purchase of a buy-in annuity contract, which has been valued based on the member benefits covered by the contract adjusted for current market factors. The valuation techniques and inputs for our Level 3 assets have been consistently applied for all periods presented. Xerox 2022 Annual Report 133 Table of Contents Investment Strategy The target asset allocations for our worldwide defined benefit pension plans were: 2022 2021 U.S. Non-U.S. U.S. Non-U.S. Equity investments (1) 24 % 11 % 24 % 15 % Fixed income investments 60 % 36 % 60 % 44 % Real estate 6 % 5 % 6 % 4 % Private equity/venture capital 8 % 25 % 8 % 24 % Other 2 % 23 % 2 % 13 % Total Investment Strategy 100 % 100 % 100 % 100 % _____________ (1) Target allows for an additional allocation to synthetic equity which is offset by cash. 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, timely and cost-effective manner; however, derivatives may not be used to speculate or 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 Disclosure The following table summarizes cash contributions to our defined benefit pension plans and retiree health benefit plans. Year Ended December 31, 2022 Estimated 2023 U.S. Plans $ 24 $ 50 Non-U.S. Plans 81 25 Total Pension Plans $ 105 $ 75 Retiree Health 19 25 Total Retirement Plans $ 124 $ 100 The 2022 U.S. Defined benefit plans contributions did not include any contributions for our domestic tax-qualified defined benefit plans because none were required to meet the minimum funding requirements. Approximately $ 25 of estimated contributions are included in 2023 for our U.S. tax-qualified defined benefit plans. However, once the January 1, 2023 actuarial valuations and projected results as of the end of the 2023 measurement year are available, actual contributions required to meet minimum funding requirements will be determined and finalized and may change from the current estimate. In addition, the decrease in non-U.S. plan contributions in 2023 is due to further contributions to our U.K. defined benefit pension plan not being required after October 2022 following agreement of the triennial valuation of the Plan with the Plan Trustees. Xerox 2022 Annual Report 134 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 2023 $ 265 $ 262 $ 527 $ 25 2024 235 271 506 21 2025 227 276 503 20 2026 221 284 505 18 2027 215 289 504 17 Years 2028-2032 906 1,553 2,459 68 Assumptions Weighted-average assumptions used to determine benefit obligations at the plan measurement dates: Pension Benefits 2022 2021 2020 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Discount rate 5.1 % 4.5 % 2.7 % 1.8 % 2.2 % 1.3 % Rate of compensation increase — % 2.9 % 0.1 % 2.8 % 0.1 % 2.6 % Interest crediting rate 4.5 % 2.1 % 2.8 % 1.5 % 2.8 % 1.5 % Retiree Health 2022 2021 2020 Discount rate 5.0 % 2.7 % 2.2 % Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31: Pension Benefits 2023 2022 2021 2020 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Discount rate 5.1 % 4.5 % 2.7 % 1.8 % 2.2 % 1.3 % 3.1 % 1.8 % Expected return on plan assets 8.1 % 4.3 % 5.9 % 3.2 % 5.9 % 3.1 % 6.0 % 3.3 % Rate of compensation increase — % 2.9 % 0.1 % 2.8 % 0.1 % 2.6 % 0.2 % 2.6 % Interest crediting rate 4.5 % 2.1 % 2.5 % 1.5 % 2.8 % 1.5 % 2.8 % 1.5 % Retiree Health 2023 2022 2021 2020 Discount rate 5.0 % 2.7 % 2.2 % 3.0 % _____________ 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, 2022 2021 Health care cost trend rate assumed for next year 5.1 % 5.3 % 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 2026 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 $ 37 in 2022, $ 18 in 2021 and $ 19 in 2020. During 2021 and 2020, the Company suspended its full year employer matching contribution for its U.S. based 401(k) plan for salaried (non-union) employees. The employer matching contribution was reinstated for 2022 and was made in the first quarter of 2023. Xerox 2022 Annual Report 135 Table of Contents Note 19 - Income and Other Taxes (Loss) income before income taxes and equity income (pre-tax (loss) income) was as follows: Year Ended December 31, 2022 2021 2020 Domestic (loss) income $ ( 319 ) $ ( 343 ) $ 353 Foreign (loss) income ( 9 ) ( 132 ) ( 101 ) (Loss) Income before Income Taxes and Equity Income $ ( 328 ) $ ( 475 ) $ 252 The components of Income tax (benefit) expense were as follows: Year Ended December 31, 2022 2021 2020 Federal Income Taxes Current $ ( 5 ) $ 33 $ 3 Deferred ( 16 ) ( 61 ) 58 Foreign Income Taxes Current 23 29 19 Deferred ( 2 ) ( 20 ) ( 34 ) State Income Taxes Current 6 10 8 Deferred ( 9 ) ( 8 ) 10 Income Tax (Benefit) Expense $ ( 3 ) $ ( 17 ) $ 64 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, 2022 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Nondeductible expenses ( 3.6 ) % ( 1.9 ) % 4.1 % Effect of tax law changes 0.1 % 3.1 % ( 10.5 ) % Change in valuation allowance for deferred tax assets ( 2.2 ) % 2.0 % 9.9 % State taxes, net of federal benefit 0.3 % ( 0.6 ) % 5.5 % Audit and other tax return adjustments ( 1.6 ) % 5.6 % 1.4 % Tax-exempt income, credits and incentives 8.7 % 4.5 % ( 5.9 ) % Foreign rate differential adjusted for U.S. taxation of foreign profits (1) ( 0.1 ) % ( 0.9 ) % ( 2.6 ) % Stock-based compensation ( 0.6 ) % ( 0.2 ) % 2.3 % Goodwill impairment ( 22.0 ) % ( 29.1 ) % — % Other 0.9 % 0.1 % 0.2 % Effective Income Tax Rate 0.9 % 3.6 % 25.4 % _____________ (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, we paid a total of $ 50 , $ 61 and $ 32 in income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2022, 2021 and 2020, respectively. Total income tax expense (benefit) was allocated to the following items: Year Ended December 31, 2022 2021 2020 Pre-tax (loss) income $ ( 3 ) $ ( 17 ) $ 64 Common shareholders' equity: Changes in defined benefit plans 70 143 43 Cash flow hedges ( 1 ) ( 1 ) 1 Translation adjustments — ( 4 ) ( 3 ) Total Income Tax Expense $ 66 $ 121 $ 105 Xerox 2022 Annual Report 136 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, 2022, 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: 2022 2021 2020 Balance at January 1 $ 107 $ 115 $ 127 Additions related to current year 3 7 3 Additions related to prior years positions 4 — 8 Reductions related to prior years positions — ( 14 ) ( 10 ) Settlements with taxing authorities (1) — 7 ( 8 ) Reductions related to lapse of statute of limitations ( 3 ) ( 7 ) ( 7 ) Currency ( 1 ) ( 1 ) 2 Balance at December 31 $ 110 $ 107 $ 115 _____________ (1) The majority of settlements did not result in the utilization of cash. Included in the balances at December 31, 2022, 2021 and 2020 are $ 1 , $ 1 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 $( 1 ), $ 1 and $ 4 accrued for the payment of interest and penalties associated with unrecognized tax benefits at December 31, 2022, 2021 and 2020, respectively. In the U.S., we are no longer subject to U.S. federal income tax examinations for years before 2017. 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, 2022 we have not provided deferred taxes on our undistributed pre-1987 E&P of approximately $ 310 , 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 decrease from the amount at December 31, 2021 of $ 330 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 2022 Annual Report 137 Table of Contents The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows: December 31, 2022 2021 Deferred Tax Assets Research and development $ 204 $ 185 Post-retirement medical benefits 54 78 Net operating losses 380 363 Operating reserves, accruals and deferrals 173 133 Tax credit carryforwards 122 143 Deferred and share-based compensation 26 24 Pension 97 7 Depreciation 2 31 Operating lease liabilities 49 62 Other 31 36 Subtotal 1,138 1,062 Valuation allowance ( 366 ) ( 357 ) Total $ 772 $ 705 Deferred Tax Liabilities Finance lease and installment sales $ 72 $ 61 Intangibles and goodwill 115 122 Unremitted earnings of foreign subsidiaries 26 31 Operating lease ROU assets 46 58 Other 26 22 Total $ 285 $ 294 Total Deferred Taxes, Net $ 487 $ 411 Reconciliation to the Consolidated Balance Sheets Deferred tax assets $ 582 $ 519 Deferred tax liabilities (1) ( 95 ) ( 108 ) Total Deferred Taxes, Net $ 487 $ 411 _____________ (1) Represents the deferred tax liabilities recorded in Other long-term liabilities - refer to Note 14 - Supplementary Financial Information. 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. foreign tax credit carryforwards with a limited life. The net change in the total valuation allowance for the years ended December 31, 2022, 2021 and 2020 was an increase of $ 9 , a decrease of $ 39 and a decrease of $ 3 , 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. At December 31, 2022, we had tax credit carryforwards of $ 122 available to offset future income taxes, of which $ 3 are available to carryforward indefinitely while the majority of the remaining $ 119 will expire 2024 through 2026 if not utilized. We also had net operating loss carryforwards for income tax purposes of $ 513 that will expire 2023 through 2043, if not utilized, and $ 1.6 billion available to offset future taxable income indefinitely. Xerox 2022 Annual Report 138 Table of Contents Note 20 – 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 may 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, 2022, 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, 2022 December 31, 2021 Tax contingency - unreserved $ 340 $ 292 Escrow cash deposits 36 32 Surety bonds 80 96 Letters of credit 63 74 Liens on Brazilian assets — — The increase in the unreserved portion of the tax contingency, inclusive of any related interest, was primarily related to currency and interest. 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, 2022 and 2021. 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 2022 Annual Report 139 Table of Contents Litigation Matters 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) against Carl Icahn and his affiliated entities High River Limited Partnership and Icahn Capital LP (the Icahn defendants), Xerox Holdings, and all then-current Xerox Holdings directors (the Directors). Xerox Holdings was named as a nominal defendant in the case but no monetary damages are sought against it. The complaint includes 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 seeks, among other things, a judgment of breach of fiduciary duties against the Icahn defendants and the Directors, and; disgorgement to Xerox Holdings of profits Icahn Capital and High River earned from trading in HP stock. The Court subsequently granted plaintiff’s unopposed motion to consolidate 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. Defendants moved to dismiss in August 2020, and the Court granted defendants’ motions and dismissed the action in its entirety. Following an appeal, the appellate court, reversed the lower court’s ruling to the extent that it dismissed the claims asserted against the Icahn defendants. The claims asserted against the Directors remain dismissed. In December 2021, the Xerox Board approved the formation of a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the case and determine the course of action that would be in the best interests of the Company and its shareholders. In March 2022, following the conclusion of its investigation, the Special Litigation Committee filed a motion to dismiss plaintiffs’ claims on the grounds that the claims are without merit and pursuing the claims would not be in the best interest of Xerox or its shareholders. The Icahn Defendants subsequently filed a motion for summary judgment seeking dismissal of all claims against them. Xerox Holdings Corporation v. Factory Mutual Insurance Company and Related Actions: On March 10, 2021, Xerox Holdings Corporation (Xerox Holdings) filed a complaint for breach of contract and declaratory judgment against Factory Mutual Insurance Company in Rhode Island Superior Court, Providence County seeking insurance coverage for business interruption losses resulting from the coronavirus/COVID-19 pandemic. The complaint alleges, among other things, that defendant agreed to provide Xerox Holdings with up to $ 1 billion in per-occurrence coverage for losses resulting from pandemic-related loss or damage to certain real and other property, including business interruption loss resulting from insured property damage; that Xerox Holdings’ worldwide actual and projected losses through the end of 2020 totaled in excess of $ 300 ; and that defendant improperly denied and rejected coverage following Xerox Holdings' claim for coverage. The complaint seeks against defendant declaring that Xerox is entitled to full coverage of costs and losses under defendant’s policy and declaring that defendant is required to pay for such costs and losses. Subsidiaries of Xerox Holdings filed similar complaints and related requests for arbitration in Toronto, London, and Amsterdam for Canadian, UK and European losses. The parties have agreed to stay all non-U.S. proceedings pending the outcome of the U.S. litigation. The U.S. litigation is presently in abeyance as the Rhode Island Supreme Court prepares to hear another COVID-19 insurance coverage case against a Factory Mutual affiliate with certain overlapping issues. 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 Xerox 2022 Annual Report 140 Table of Contents 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 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 Xerox 2022 Annual Report 141 Table of Contents 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, 2022, 2021 and 2020 were $ 7 , $ 8 and $ 8 , respectively. Total product warranty liabilities as of December 31, 2022 and 2021 were $ 6 and $ 6 , respectively. Guarantees We have issued or provided approximately $ 255 of guarantees as of December 31, 2022 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 ); iii) support our obligations related to our U.K. pension plans; and iv) 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, or one of our direct or indirect subsidiaries whose obligations we have guaranteed, 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 21 - Preferred Stock Series A Convertible Perpetual Voting Preferred Stock As of December 31, 2022, 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. At December 31, 2022, 6,742 thousand shares of Common Stock were reserved for conversion of the Series A Preferred Stock. 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. Series A Preferred Stock Voting Rights The Xerox Holdings Corporation Series A Preferred Stock votes 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 is only 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, 2022). Xerox 2022 Annual Report 142 Table of Contents Note 22 – 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 21 - 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. Treasury Stock Xerox Holdings Corporation 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. In October 2021, the Xerox Holdings Corporation's Board of Directors authorized a $ 500 share repurchase program (exclusive of commissions and fees), which has been fully utilized as of December 31, 2022. The following provides cumulative information relating to Xerox Holdings Corporation's current share repurchase program from its inception in October 2021 through December 31, 2022 (shares in thousands): Authorized share repurchase program $ 500 Share repurchase cost $ 500 Share repurchase fees $ 1 Number of shares repurchased 24,575 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, 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 — Stock based compensation plans, net 1,206 — Acquisition of Treasury stock — 40,198 Cancellation of Treasury stock ( 31,523 ) ( 31,523 ) Balance at December 31, 2021 168,069 8,675 Stock based compensation plans, net 1,561 — Acquisition of Treasury stock — 5,174 Cancellation of Treasury stock ( 13,849 ) ( 13,849 ) Balance at December 31, 2022 155,781 — Xerox At December 31, 2022, 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 2022 Annual Report 143 Table of Contents Note 23 – Stock-Based Compensation (shares in thousands, unless otherwise noted) 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, 2022 and 2021, 9 million and 8 million shares, respectively, were available for grant of awards. Stock-based compensation expense was as follows: Year Ended December 31, 2022 2021 2020 Stock-based compensation expense, pre-tax (1) $ 75 $ 54 $ 42 Income tax benefit recognized in earnings 11 13 11 ____________ (1) 2022 includes $ 21 associated with the accelerated vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox Holding's former CEO. 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. RSUs vest on a graded schedule from the date of grant as follows: Award Year Years of Service (1) 2022 2021 2020 2019 2018 Prior to 2018 Year 1 33 % 33 % 25 % 25 % 25 % — % Year 2 33 % 33 % 25 % 25 % 25 % — % Year 3 34 % 34 % 50 % 50 % 50 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % ____________ (1) RSUs vest on a graded schedule over a three-year service period from the date of grant. Performance Share Units PSU awards are comprised of performance-based components (Earnings per share, Revenue and Free cash flow) as well as a market-based component (Absolute Share Price). Accordingly, each PSU grant is one-half performance-based and one-half market-based. The metrics and weightings are as follows: Award Year (Metric Weighting) Performance Metric 2022 2021 2020 Earnings per share 50 % — % — % Revenue — % 25 % 25 % Free cash flow — % 25 % 25 % Absolute share price 50 % 50 % 50 % 100 % 100 % 100 % 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. All PSUs granted have a 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 were adversely affected permanently by the impacts from 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 were not intended to take the place of the Company’s 2021 regular annual equity incentive programs. Xerox 2022 Annual Report 144 Table of Contents Performance-Based Component: This PSU component vests contingent upon meeting pre-determined cumulative performance metrics. The fair value of this PSU component is based upon the grant-date market price for the underlying stock. 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 2022, 2021 and 2020 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. A summary of Xerox Holdings key valuation input assumptions used in the Monte Carlo simulation relative to awards granted were as follows: 2022 Award 2021 Award 2020 Award 2019 Award Term 3 years 3 years 3 years 3 years Risk-free interest rate (1) 1.09 % 0.20 % 1.60 % 2.51 % Dividend yield (2) 4.87 % 4.66 % 2.80 % 3.97 % Volatility (3) 42.07 % 44.76 % 29.49 % 32.95 % Weighted average fair value (4) $ 27.89 $ 25.80 $ 41.28 $ 16.27 ____________ (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 2022 Total Return Targets (1) 2021 Total Return Targets (1) 2020 Total Return Targets (1) 2019 Total Return Targets (1) 200 % $ 30.00 and above $ 33.00 and above $ 45.00 and above $ 40.00 and above 100 % $ 25.00 $ 30.00 $ 40.00 $ 35.00 50 % $ 20.00 $ 27.00 $ 37.00 $ 30.00 0 % Below $ 20.00 Below $ 27.00 Below $ 37.00 Below $ 30.00 ____________ (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. Xerox 2022 Annual Report 145 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 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 compensation expense associated with our 2018 SO grants was fully recognized by April 2021 when these options fully vested. The 2018 SOs have a contractual term of 10 years from the April 2018 date of grant. Stock Options – CareAR Holdings, LLC In September 2021, Xerox Holdings Corporation announced the formation of CareAR Holdings, which consolidates CareAR, Inc., DocuShare® and XMPie under a single holding company named CareAR Holdings (CareAR). In March 2022, the CareAR Holdings, LLC Board approved the CareAR 2022 Equity Compensation Plan (the Plan) and authorized the issuance of 105 SOs to certain executives and employees of Xerox and CareAR. Compensation expense of $ 30 associated with 90 SOs currently awarded under the Plan is based upon the grant-date fair value, as determined by utilizing a Black-Scholes option-pricing model and is expected to be recorded on a straight-line basis over 4.7 years, based on the vesting period and management’s estimate of the number of SOs expected to vest. SOs vest on an annual, graduated schedule beginning January 2023 through January 2027 as follows: 10 % in January 2023 and 2024, respectively, 20 % in January 2025 and 2026, respectively, and 40 % in January 2027 based upon continued service. Options granted under the Plan are subject to terms and conditions as determined by the CareAR Board and become vested and exercisable at any time subsequent to the scheduled vesting dates and may expire 90 days or one year from employee termination, depending on cause, but in no event later than 10 years from the May 2022 grant date. The terms of the awards also include certain provisions that allow for the immediate vesting in the event of a sale of the entity. Note: With respect to all stock-based compensation programs, 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 2022 Annual Report 146 Table of Contents Summary of Stock-based Compensation Activity 2022 2021 2020 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value (1) Restricted Stock Units Outstanding at January 1 3,161 $ 25.26 3,187 $ 26.48 2,845 $ 26.87 Granted 2,444 21.75 1,513 23.37 2,028 27.85 Vested (2) ( 1,975 ) 24.56 ( 1,327 ) 26.07 ( 1,473 ) 28.85 Forfeited ( 409 ) 24.20 ( 212 ) 25.06 ( 213 ) 28.39 Outstanding at December 31 3,221 23.16 3,161 25.26 3,187 26.48 Performance Shares Outstanding at January 1 2,818 $ 25.47 2,425 $ 26.67 2,830 $ 24.99 Granted (3) 977 25.72 1,195 24.67 901 37.59 Vested (2) ( 644 ) 27.95 ( 672 ) 28.08 ( 993 ) 31.94 Forfeited/Expired (4) ( 1,422 ) 20.98 ( 130 ) 26.92 ( 313 ) 26.22 Outstanding at December 31 1,729 28.38 2,818 25.47 2,425 26.67 Stock Options (5) Outstanding at January 1 612 $ 27.77 799 $ 27.81 861 $ 27.83 Granted — — — — — — Forfeited/Expired ( 116 ) 27.95 ( 187 ) 27.97 ( 60 ) 27.98 Exercised — — — — ( 2 ) 27.98 Outstanding at December 31 496 27.72 612 27.77 799 27.81 Exercisable at December 31 496 27.72 612 27.77 470 27.84 ____________ (1) Weighted average exercise price for stock options. (2) 2022 includes approximately 469 RSUs and 644 PSUs associated with the accelerated vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox Holding's former CEO. No other PSUs vested in 2022. (3) 2021 includes 60 shares associated with the over-performance of our 2018 PSU grant. (4) 2022 includes approximately 1,125 PSUs granted in 2019 that were adversely affected permanently by the impacts from the COVID-19 pandemic, and therefore no shares were earned. (5) Activity excludes the CareAR SO program, for which the number of options outstanding have not changed since the May 2022 grant date. Unrecognized compensation cost related to non-vested stock-based awards at December 31, 2022 was as follows: Awards Unrecognized Compensation Remaining Weighted-Average Vesting Period (Years) Restricted Stock Units $ 36 1.8 Performance Shares 12 1.8 Stock Options (1) 24 4.3 Total $ 72 ____________ (1) Reflects CareAR SOs granted in May 2022. The aggregate intrinsic value of outstanding stock-based awards was as follows: Awards December 31, 2022 Restricted Stock Units $ 47 Performance Shares 25 Stock Options (1) — ____________ (1) Strike price greater than Xerox Holdings Corporation Stock price at December 31, 2022, therefore, intrinsic value is 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, 2022 December 31, 2021 December 31, 2020 Awards Total Intrinsic Value Cash Received Tax Benefit Total Intrinsic Value Cash Received Tax Benefit Total Intrinsic Value Cash Received Tax Benefit Restricted Stock Units $ 39 $ — $ 6 $ 30 $ — $ 5 $ 33 $ — $ 5 Performance Share Units 10 — — 17 — 2 18 — 4 Stock Options — — — — — — — — — Xerox 2022 Annual Report 147 Table of Contents Note 24 – Other Comprehensive (Loss) Income Other Comprehensive (Loss) Income is comprised of the following: Year Ended December 31, 2022 2021 2020 Pre-tax Net of Tax Pre-tax Net of Tax Pre-tax Net of Tax Net Translation Adjustments (Losses) Gains $ ( 377 ) $ ( 377 ) $ ( 145 ) $ ( 141 ) $ 238 $ 241 Unrealized (Losses) Gains Changes in fair value of cash flow hedges (losses) gains ( 35 ) ( 27 ) ( 12 ) ( 9 ) 4 3 Changes in cash flow hedges reclassed to earnings (1) 35 26 7 5 1 1 Other losses ( 1 ) ( 1 ) — — — — Net Unrealized (Losses) Gains ( 1 ) ( 2 ) ( 5 ) ( 4 ) 5 4 Defined Benefit Plans (Losses) Gains Net actuarial/prior service (losses) gains ( 373 ) ( 284 ) 537 409 117 86 Prior service amortization/curtailment (2) ( 18 ) ( 14 ) ( 72 ) ( 54 ) ( 80 ) ( 60 ) Actuarial loss amortization/settlement (2) 88 66 132 99 138 104 Other gains (losses) (3) 62 61 35 35 ( 63 ) ( 61 ) Changes in Defined Benefit Plans (Losses) Gains ( 241 ) ( 171 ) 632 489 112 69 Other Comprehensive (Loss) Income ( 619 ) ( 550 ) 482 344 355 314 Less: Other comprehensive loss attributable to noncontrolling interests ( 1 ) ( 1 ) — — — — Other Comprehensive (Loss) Income Attributable to Xerox Holdings/Xerox $ ( 618 ) $ ( 549 ) $ 482 $ 344 $ 355 $ 314 _____________ (1) Reclassified to Cost of sales - refer to Note 16 - Financial Instruments for additional information regarding our cash flow hedges. (2) Reclassified to Total Net Periodic Benefit Cost - refer to Note 18 - Employee Benefit Plans for additional information. (3) 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, 2022 2021 2020 Cumulative translation adjustments $ ( 2,237 ) $ ( 1,861 ) $ ( 1,720 ) Other unrealized (losses) gains, net ( 4 ) ( 2 ) 2 Benefit plans net actuarial losses and prior service credits ( 1,296 ) ( 1,125 ) ( 1,614 ) Total Accumulated Other Comprehensive Loss Attributable to Xerox Holdings/Xerox $ ( 3,537 ) $ ( 2,988 ) $ ( 3,332 ) We utilize the aggregate portfolio approach for releasing disproportionate income tax effects from AOCL. Xerox 2022 Annual Report 148 Table of Contents Note 25 – (Loss) Earnings per Share The following table sets forth the computation of basic and diluted (loss) earnings per share of Xerox Holdings Corporation's Common stock (shares in thousands): Year Ended December 31, 2022 2021 2020 Basic (Loss) Earnings per Share: Net (Loss) Income attributable to Xerox Holdings $ ( 322 ) $ ( 455 ) $ 192 Accrued dividends on preferred stock ( 14 ) ( 14 ) ( 14 ) Adjusted Net (Loss) income available to common shareholders $ ( 336 ) $ ( 469 ) $ 178 Weighted average common shares outstanding 156,006 183,168 208,983 Basic (Loss) Earnings per Share $ ( 2.15 ) $ ( 2.56 ) $ 0.85 Diluted (Loss) Earnings per Share: Net (Loss) Income attributable to Xerox Holdings $ ( 322 ) $ ( 455 ) $ 192 Accrued dividends on preferred stock ( 14 ) ( 14 ) ( 14 ) Adjusted Net (Loss) income available to common shareholders $ ( 336 ) $ ( 469 ) $ 178 Weighted average common shares outstanding 156,006 183,168 208,983 Common shares issuable with respect to: Stock options — — 15 Restricted stock and performance shares — — 2,439 Convertible preferred stock — — — Adjusted Weighted average common shares outstanding 156,006 183,168 211,437 Diluted (Loss) Earnings per Share $ ( 2.15 ) $ ( 2.56 ) $ 0.84 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 586 612 784 Restricted stock and performance shares 4,950 5,979 3,173 Convertible preferred stock 6,742 6,742 6,742 Total Anti-Dilutive Securities 12,278 13,333 10,699 Dividends per Common Share $ 1.00 $ 1.00 $ 1.00 Xerox 2022 Annual Report 149 Table of Contents Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None.