Xerox Holdings Corp 10-Q

ITEM 1 — FINANCIAL STATEMENTS XEROX HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per-share data) 2023 2022 2023 2022 Revenues Sales $ 644 $ 690 $ 1,999 $ 1,949 Services, maintenance and rentals 962 1,010 2,975 3,061 Financing 46 51 147 156 Total Revenues 1,652 1,751 5,121 5,166 Costs and Expenses Cost of sales 435 508 1,312 1,430 Cost of services, maintenance and rentals 651 659 1,987 2,015 Cost of financing 30 28 100 78 Research, development and engineering expenses 52 73 173 235 Selling, administrative and general expenses 416 418 1,256 1,332 Goodwill impairment — 412 — 412 Restructuring and related costs, net 10 22 35 41 Amortization of intangible assets 12 10 33 31 PARC donation — — 132 — Other expenses, net ( 17 ) 1 34 66 Total Costs and Expenses 1,589 2,131 5,062 5,640 Income (Loss) before Income Taxes and Equity Income 63 ( 380 ) 59 ( 474 ) Income tax expense (benefit) 15 3 1 ( 27 ) Equity in net income of unconsolidated affiliates 1 1 2 3 Net Income (Loss) 49 ( 382 ) 60 ( 444 ) Less: Net income (loss) attributable to noncontrolling interests — 1 1 ( 1 ) Net Income (Loss) Attributable to Xerox Holdings $ 49 $ ( 383 ) $ 59 $ ( 443 ) Basic Earnings (Loss) per Share $ 0.29 $ ( 2.48 ) $ 0.31 $ ( 2.91 ) Diluted Earnings (Loss) per Share $ 0.28 $ ( 2.48 ) $ 0.30 $ ( 2.91 ) The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 3 XEROX HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Net Income (Loss) $ 49 $ ( 382 ) $ 60 $ ( 444 ) Less: Net income (loss) attributable to noncontrolling interests — 1 1 ( 1 ) Net Income (Loss) Attributable to Xerox Holdings 49 ( 383 ) 59 ( 443 ) Other Comprehensive (Loss) Income, Net (1) Translation adjustments, net ( 122 ) ( 277 ) 19 ( 636 ) Unrealized gains (losses), net 1 6 — ( 19 ) Changes in defined benefit plans, net 55 54 14 96 Other Comprehensive (Loss) Income, Net ( 66 ) ( 217 ) 33 ( 559 ) Less: Other comprehensive income, net attributable to noncontrolling interests 1 — — — Other Comprehensive (Loss) Income, Net Attributable to Xerox Holdings ( 67 ) ( 217 ) 33 ( 559 ) Comprehensive (Loss) Income, Net ( 17 ) ( 599 ) 93 ( 1,003 ) Less: Comprehensive income (loss), net attributable to noncontrolling interests 1 1 1 ( 1 ) Comprehensive (Loss) Income, Net Attributable to Xerox Holdings $ ( 18 ) $ ( 600 ) $ 92 $ ( 1,002 ) _____________ (1) Refer to Note 19 - Other Comprehensive (Loss) Income for gross components of Other comprehensive (loss) income, net, reclassification adjustments out of Accumulated other comprehensive loss and related tax effects. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 4 XEROX HOLDINGS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except share data in thousands) September 30, 2023 December 31, 2022 Assets Cash and cash equivalents $ 532 $ 1,045 Accounts receivable (net of allowance of $ 61 and $ 52 , respectively) 880 857 Billed portion of finance receivables (net of allowance of $ 4 and $ 4 , respectively) 80 93 Finance receivables, net 906 1,061 Inventories 728 797 Other current assets 228 254 Total current assets 3,354 4,107 Finance receivables due after one year (net of allowance of $ 95 and $ 113 , respectively) 1,605 1,948 Equipment on operating leases, net 257 235 Land, buildings and equipment, net 273 320 Intangible assets, net 183 208 Goodwill, net 2,716 2,820 Deferred tax assets 701 582 Other long-term assets 1,355 1,323 Total Assets $ 10,444 $ 11,543 Liabilities and Equity Short-term debt and current portion of long-term debt $ 870 $ 860 Accounts payable 1,031 1,331 Accrued compensation and benefits costs 276 258 Accrued expenses and other current liabilities 829 881 Total current liabilities 3,006 3,330 Long-term debt 2,739 2,866 Pension and other benefit liabilities 1,131 1,175 Post-retirement medical benefits 175 184 Other long-term liabilities 371 411 Total Liabilities 7,422 7,966 Commitments and Contingencies (See Note 21) Noncontrolling Interests 10 10 Convertible Preferred Stock 214 214 Common stock 157 156 Additional paid-in capital 1,619 1,588 Treasury stock, at cost ( 553 ) — Retained earnings 5,070 5,136 Accumulated other comprehensive loss ( 3,504 ) ( 3,537 ) Xerox Holdings shareholders’ equity 2,789 3,343 Noncontrolling interests 9 10 Total Equity 2,798 3,353 Total Liabilities and Equity $ 10,444 $ 11,543 Shares of common stock issued 157,151 155,781 Treasury stock ( 34,245 ) — Shares of Common Stock Outstanding 122,906 155,781 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 5 XEROX HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in millions) 2023 2022 Cash Flows from Operating Activities Net Income (Loss) $ 60 $ ( 444 ) Adjustments required to reconcile Net income (loss) to cash flows provided by (used in) operating activities Depreciation and amortization 189 205 Provisions 37 48 Net gain on sales of businesses and assets ( 37 ) ( 17 ) PARC donation 132 — Stock-based compensation 40 63 Goodwill impairment — 412 Restructuring and asset impairment charges 25 44 Payments for restructurings ( 23 ) ( 38 ) Non-service retirement-related costs 14 ( 18 ) Contributions to retirement plans ( 75 ) ( 106 ) Increase in accounts receivable and billed portion of finance receivables ( 47 ) ( 48 ) Decrease (increase) in inventories 50 ( 136 ) Increase in equipment on operating leases ( 109 ) ( 74 ) Decrease (increase) in finance receivables 490 ( 10 ) (Increase) decrease in other current and long-term assets ( 8 ) 36 (Decrease) increase in accounts payable ( 290 ) 198 Increase in accrued compensation 16 29 Decrease in other current and long-term liabilities ( 159 ) ( 73 ) Net change in income tax assets and liabilities ( 24 ) ( 81 ) Net change in derivative assets and liabilities 16 ( 10 ) Other operating, net — ( 7 ) Net cash provided by (used in) operating activities 297 ( 27 ) Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 27 ) ( 39 ) Proceeds from sales of businesses and assets 40 49 Acquisitions, net of cash acquired ( 7 ) ( 93 ) Other investing, net ( 3 ) ( 12 ) Net cash provided by (used in) investing activities 3 ( 95 ) Cash Flows from Financing Activities Net proceeds from short-term debt 220 — Proceeds from issuance of long-term debt 646 754 Payments on long-term debt ( 997 ) ( 1,259 ) Dividends ( 131 ) ( 131 ) Payments to acquire treasury stock, including fees ( 544 ) ( 113 ) Other financing, net ( 13 ) ( 6 ) Net cash used in financing activities ( 819 ) ( 755 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 3 ) ( 31 ) Decrease in cash, cash equivalents and restricted cash ( 522 ) ( 908 ) Cash, cash equivalents and restricted cash at beginning of period 1,139 1,909 Cash, Cash Equivalents and Restricted Cash at End of Period $ 617 $ 1,001 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 6 XEROX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Revenues Sales $ 644 $ 690 $ 1,999 $ 1,949 Services, maintenance and rentals 962 1,010 2,975 3,061 Financing 46 51 147 156 Total Revenues 1,652 1,751 5,121 5,166 Costs and Expenses Cost of sales 435 508 1,312 1,430 Cost of services, maintenance and rentals 651 659 1,987 2,015 Cost of financing 30 28 100 78 Research, development and engineering expenses 52 73 173 235 Selling, administrative and general expenses 416 418 1,256 1,332 Goodwill impairment — 412 — 412 Restructuring and related costs, net 10 22 35 41 Amortization of intangible assets 12 10 33 31 PARC donation — — 132 — Other expenses, net ( 17 ) 1 34 66 Total Costs and Expenses 1,589 2,131 5,062 5,640 Income (Loss) before Income Taxes and Equity Income 63 ( 380 ) 59 ( 474 ) Income tax expense (benefit) 15 3 1 ( 27 ) Equity in net income of unconsolidated affiliates 1 1 2 3 Net Income (Loss) 49 ( 382 ) 60 ( 444 ) Less: Net income (loss) attributable to noncontrolling interests — 1 1 ( 1 ) Net Income (Loss) Attributable to Xerox $ 49 $ ( 383 ) $ 59 $ ( 443 ) The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 7 XEROX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2023 2022 2023 2022 Net Income (Loss) $ 49 $ ( 382 ) $ 60 $ ( 444 ) Less: Net income (loss) attributable to noncontrolling interests — 1 1 ( 1 ) Net Income (Loss) Attributable to Xerox 49 ( 383 ) 59 ( 443 ) Other Comprehensive (Loss) Income, Net (1) Translation adjustments, net ( 122 ) ( 277 ) 19 ( 636 ) Unrealized gains (losses), net 1 6 — ( 19 ) Changes in defined benefit plans, net 55 54 14 96 Other Comprehensive (Loss) Income, Net ( 66 ) ( 217 ) 33 ( 559 ) Less: Other comprehensive income, net attributable to noncontrolling interests 1 — — — Other Comprehensive (Loss) Income, Net Attributable to Xerox ( 67 ) ( 217 ) 33 ( 559 ) Comprehensive (Loss) Income, Net ( 17 ) ( 599 ) 93 ( 1,003 ) Less: Comprehensive income (loss), net attributable to noncontrolling interests 1 1 1 ( 1 ) Comprehensive (Loss) Income, Net Attributable to Xerox $ ( 18 ) $ ( 600 ) $ 92 $ ( 1,002 ) _____________ (1) Refer to Note 19 - Other Comprehensive (Loss) Income for gross components of Other comprehensive (loss) income, net, reclassification adjustments out of Accumulated other comprehensive loss and related tax effects. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 8 XEROX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions) September 30, 2023 December 31, 2022 Assets Cash and cash equivalents $ 532 $ 1,045 Accounts receivable (net of allowance of $ 61 and $ 52 , respectively) 880 857 Billed portion of finance receivables (net of allowance of $ 4 and $ 4 , respectively) 80 93 Finance receivables, net 906 1,061 Inventories 728 797 Other current assets 228 254 Total current assets 3,354 4,107 Finance receivables due after one year (net of allowance of $ 95 and $ 113 , respectively) 1,605 1,948 Equipment on operating leases, net 257 235 Land, buildings and equipment, net 273 320 Intangible assets, net 183 208 Goodwill, net 2,716 2,820 Deferred tax assets 701 582 Other long-term assets 1,331 1,302 Total Assets $ 10,420 $ 11,522 Liabilities and Equity Short-term debt and current portion of long-term debt $ 870 $ 860 Accounts payable 1,031 1,331 Accrued compensation and benefits costs 276 258 Accrued expenses and other current liabilities 788 834 Total current liabilities 2,965 3,283 Long-term debt 1,242 1,370 Related party debt 1,497 1,496 Pension and other benefit liabilities 1,131 1,175 Post-retirement medical benefits 175 184 Other long-term liabilities 371 411 Total Liabilities 7,381 7,919 Commitments and Contingencies (See Note 21) Noncontrolling Interests 10 10 Additional paid-in capital 3,158 3,693 Retained earnings 3,366 3,427 Accumulated other comprehensive loss ( 3,504 ) ( 3,537 ) Xerox shareholder's equity 3,020 3,583 Noncontrolling interests 9 10 Total Equity 3,029 3,593 Total Liabilities and Equity $ 10,420 $ 11,522 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 9 XEROX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in millions) 2023 2022 Cash Flows from Operating Activities Net Income (Loss) $ 60 $ ( 444 ) Adjustments required to reconcile Net income (loss) to cash flows provided by (used in) operating activities Depreciation and amortization 189 205 Provisions 37 48 Net gain on sales of businesses and assets ( 37 ) ( 17 ) PARC donation 132 — Stock-based compensation 40 63 Goodwill impairment — 412 Restructuring and asset impairment charges 25 44 Payments for restructurings ( 23 ) ( 38 ) Non-service retirement-related costs 14 ( 18 ) Contributions to retirement plans ( 75 ) ( 106 ) Increase in accounts receivable and billed portion of finance receivables ( 47 ) ( 48 ) Decrease (increase) in inventories 50 ( 136 ) Increase in equipment on operating leases ( 109 ) ( 74 ) Decrease (increase) in finance receivables 490 ( 10 ) (Increase) decrease in other current and long-term assets ( 8 ) 36 (Decrease) increase in accounts payable ( 290 ) 198 Increase in accrued compensation 16 29 Decrease in other current and long-term liabilities ( 159 ) ( 73 ) Net change in income tax assets and liabilities ( 24 ) ( 81 ) Net change in derivative assets and liabilities 16 ( 10 ) Other operating, net — ( 7 ) Net cash provided by (used in) operating activities 297 ( 27 ) Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 27 ) ( 39 ) Proceeds from sales of businesses and assets 40 49 Acquisitions, net of cash acquired ( 7 ) ( 93 ) Other investing, net — 1 Net cash provided by (used in) investing activities 6 ( 82 ) Cash Flows from Financing Activities Net proceeds from short-term debt 220 — Proceeds from issuance of long-term debt 646 754 Payments on long-term debt ( 997 ) ( 1,259 ) Distributions to parent ( 685 ) ( 267 ) Other financing, net ( 6 ) 4 Net cash used in financing activities ( 822 ) ( 768 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 3 ) ( 31 ) Decrease in cash, cash equivalents and restricted cash ( 522 ) ( 908 ) Cash, cash equivalents and restricted cash at beginning of period 1,139 1,909 Cash, Cash Equivalents and Restricted Cash at End of Period $ 617 $ 1,001 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2023 Form 10-Q 10 XEROX HOLDINGS CORPORATION XEROX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (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,” and 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 unaudited Condensed 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 unaudited Condensed Consolidated Financial Statements for each registrant. The accompanying unaudited Condensed Consolidated Financial Statements of both Xerox Holdings and Xerox have been prepared in accordance with the accounting policies described in the Combined 2022 Annual Report on Form 10-K (2022 Annual Report), except as noted herein, and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. You should read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements included in the 2022 Annual Report. In our opinion, all adjustments necessary for a fair statement of financial position, operating results and cash flows for the interim periods presented have been made. These adjustments consist of normal recurring items. Interim results of operations are not necessarily indicative of the results of the full year. For convenience and ease of reference, we refer to the financial statement caption “Income (Loss) before Income Taxes and Equity Income” as “pre-tax income (loss)”. Notes to the Condensed Consolidated Financial Statements reflect the activity for both Xerox Holdings and Xerox for all periods presented, unless otherwise noted. Goodwill Our Goodwill, net balance was $ 2,716 and $ 2,820 at September 30, 2023 and December 31, 2022, respectively. 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. The balance as of September 30, 2023 reflects the pre-tax write-off of $ 115 ($ 110 after-tax) of allocated Goodwill related to our donation of the Palo Alto Research Center (PARC) business during the second quarter 2023. Refer to Note 6 - Divestiture for additional information regarding the PARC donation. The Company's actual results for the nine months ended September 30, 2023 as well as its latest projections for the full year 2023 are in line with expectations reviewed as part of our fourth quarter 2022 Goodwill qualitative assessment. Accordingly, as of September 30, 2023, we determined that we did not have a “triggering event” requiring a quantitative assessment of Goodwill. If the Company's future performance varies from current expectations, assumptions, or estimates, including assumptions related to current macro-economic uncertainties, this may impact the impairment analysis and could reduce the underlying cash flows used to estimate fair values and result in a decline in fair value that may trigger future impairment charges. We will continue to monitor developments throughout the remainder of 2023 including updates to our forecasts as well as discount rates and our market capitalization, and an update of our assessment and related estimates may be required in the future. Xerox 2023 Form 10-Q 11 Note 2 – Recent Accounting Pronouncements 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. ASUs not listed below were assessed and determined to be not applicable to the Condensed Consolidated Financial Statements of either registrant. Accounting Standard Updates to be Adopted: 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 guidance 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 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 Adopted in 2023: 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 were effective for 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. Refer to Note 7 - Supplementary Financial Information for the required disclosures effective January 1, 2023. 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 was effective for our fiscal year beginning on January 1, 2023. The provisions of this amendment are to be applied on a prospective basis. Refer to Note 9 - Finance Receivables, Net for required disclosures regarding gross write-offs by vintage year. Other Updates In 2023 and 2022, the FASB also issued the following ASUs, which could impact the Company in the future but currently did not have, nor are expected to have, a material impact on our financial condition, results of operations or cash flows upon adoption. Those updates are as follows: • Disclosure Improvements: ASU 2023-06 , Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. Since the Company is already subject to SEC disclosure requirements, this update was effective upon issuance. • Business Combinations: ASU 2023-05 , Business Combinations - Joint Venture Formation (Topic 805-60): Recognition and Initial Measurement. This update is effective for our fiscal year beginning January 1, 2025. Xerox 2023 Form 10-Q 12 • Liabilities: ASU 2023-04 , Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 121. The Company adopted this conforming guidance upon issuance in August 2023. • Investments: ASU 2023-02 , Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force). This update is effective for our fiscal year beginning January 1, 2024. • Leases: ASU 2023-01 , Leases (Topic 842): Common Control Arrangements. This update is effective for our fiscal year beginning January 1, 2024. • 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 was effective for our fiscal year beginning January 1, 2023. Note 3 – Revenue Revenues disaggregated by primary geographic markets, major product lines, and sales channels are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Primary geographical markets (1) : United States $ 933 $ 986 $ 2,862 $ 2,918 Europe 457 470 1,428 1,403 Canada 130 131 410 381 Other 132 164 421 464 Total Revenues $ 1,652 $ 1,751 $ 5,121 $ 5,166 Major product and services lines: Equipment $ 386 $ 390 $ 1,197 $ 1,070 Supplies, paper and other sales (2) 258 300 802 879 Maintenance agreements (3) 395 420 1,223 1,295 Service arrangements (4) 482 487 1,476 1,451 Rental and other 85 103 276 315 Financing 46 51 147 156 Total Revenues $ 1,652 $ 1,751 $ 5,121 $ 5,166 Sales channels: Direct equipment lease (5) $ 216 $ 146 $ 691 $ 425 Distributors & resellers (6) 240 318 761 877 Customer direct 188 226 547 647 Total Sales $ 644 $ 690 $ 1,999 $ 1,949 _____________ (1) Geographic area data is based upon the location of the subsidiary reporting the revenue. (2) Other sales include revenues associated with IT hardware. (3) Includes revenues from maintenance agreements on sold equipment as well as IT services and revenues associated with service agreements sold through our channel partners. (4) Primarily includes revenues from our Print and digital services outsourcing arrangements, including revenues from embedded operating leases in those arrangements, which were not significant. (5) Primarily reflects sales through bundled lease arrangements. (6) 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 advance billings for maintenance and other services to be performed and were approximately $ 135 and $ 131 at September 30, 2023 and December 31, 2022, respectively. The majority of the balance at September 30, 2023 will be amortized to revenue over the next 30 months. Xerox 2023 Form 10-Q 13 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. 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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Incremental direct costs of obtaining a contract $ 15 $ 15 $ 49 $ 43 Amortization of incremental direct costs 16 17 48 51 The balance of deferred incremental direct costs net of accumulated amortization at September 30, 2023 and December 31, 2022 was $ 126 and $ 125 , respectively. This amount is expected to be amortized over its estimated period of benefit, which we currently estimate to be approximately four years . We may also incur costs associated with our services arrangements to generate or enhance resources and assets that will be used to satisfy our future performance obligations included in these arrangements. These costs are considered contract fulfillment costs and are amortized over the contractual service period of the arrangement to cost of services. In addition, we 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. The balance of contract fulfillment costs and inducements net of accumulated amortization at September 30, 2023 and December 31, 2022 was $ 7 and $ 10 , respectively. The related amortization was $ 3 and $ 4 for the nine months ended September 30, 2023 and 2022, 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. Xerox 2023 Form 10-Q 14 Note 4 – Segment Reporting Our reportable segments are aligned with how we manage the business and view the markets we serve. We have two reportable segments - Print and Other , and Financing (FITTLE) . Our two reportable segments are determined based on the information reviewed by the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), together with the Company’s management to evaluate performance of the business and allocate resources. 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. The 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 team environments as well as products in the Light Production product groups serving centralized print centers, print for pay and low 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 our 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 FITTLE segment provides global leasing solutions and currently offers lease financing for direct channel customer purchases of Xerox solutions through bundled lease agreements and lease financing to end-user customers who purchase Xerox solutions through our indirect channels. Segment revenues primarily include financing income on sales-type leases (including month-to-month extensions) and leasing fees. Segment revenues also include gains/losses from the sale of finance receivables including commissions, fees on the sales of underlying equipment residuals and servicing fees. In December 2022, the Company entered into a finance receivables funding agreement with an affiliate of HPS Investment Partners (HPS) pursuant to which the Company agreed to offer for sale, and HPS agreed to purchase, certain eligible pools of finance receivables on a monthly basis. During the second quarter 2023, the finance receivables funding agreement with HPS was amended to expand the pools of finance receivables eligible for sale and to include the sale of the underlying leased equipment to HPS. Refer to Note 9 - Finance Receivables, Net for additional information on the sale of receivables. In the third quarter 2023, the Company entered into an agreement with PEAC Solutions (a subsidiary of HPS) that named PEAC as the provider of certain leasing and financial services programs for non-Xerox equipment in the U.S. network of independent dealers and resellers. 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 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 FITTLE segment also includes interest expense associated with allocated debt of the Company in support of its Finance Receivables, while no interest expense is allocated to the Print and Other segment. Xerox 2023 Form 10-Q 15 Selected financial information for our reportable segments was as follows: Three Months Ended September 30, 2023 2022 (1) Print and Other FITTLE Total Print and Other FITTLE Total External revenue $ 1,554 $ 98 $ 1,652 $ 1,653 $ 98 $ 1,751 Intersegment revenue (2) 21 — 21 23 — 23 Total Segment revenue $ 1,575 $ 98 $ 1,673 $ 1,676 $ 98 $ 1,774 Segment profit $ 64 $ 4 $ 68 $ 63 $ 2 $ 65 Segment margin (3) 4.1 % 4.1 % 4.1 % 3.8 % 2.0 % 3.7 % Depreciation and amortization $ 51 $ — $ 51 $ 55 $ — $ 55 Interest income — 46 46 — 51 51 Interest expense — 30 30 — 28 28 Nine Months Ended September 30, 2023 2022 (1) Print and Other FITTLE Total Print and Other FITTLE Total External revenue $ 4,820 $ 301 $ 5,121 $ 4,874 $ 292 $ 5,166 Intersegment revenue (2) 65 — 65 68 — 68 Total Segment revenue $ 4,885 $ 301 $ 5,186 $ 4,942 $ 292 $ 5,234 Segment profit $ 271 $ 22 $ 293 $ 81 $ 16 $ 97 Segment margin (3) 5.6 % 7.3 % 5.7 % 1.7 % 5.5 % 1.9 % Depreciation and amortization $ 156 $ — $ 156 $ 174 $ — $ 174 Interest income — 147 147 — 156 156 Interest expense — 100 100 — 78 78 _____________ (1) Amounts for 2022 have been recast to conform to the current year's reporting presentation. See the Segment Reporting Change section below. (2) Intersegment revenue is primarily commissions and other payments made by the FITTLE Segment to the Print and Other Segment for the lease of Xerox equipment placements. (3) Segment margin based on External revenue only. Xerox 2023 Form 10-Q 16 Selected financial information for our reportable segments was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue: Total reported segments $ 1,673 $ 1,774 $ 5,186 $ 5,234 Elimination of intersegment revenue ( 21 ) ( 23 ) ( 65 ) ( 68 ) Total Revenue $ 1,652 $ 1,751 $ 5,121 $ 5,166 Pre-tax Income (Loss) Total reported segments $ 68 $ 65 $ 293 $ 97 Goodwill impairment — ( 412 ) — ( 412 ) Restructuring and related costs, net ( 10 ) ( 22 ) ( 35 ) ( 41 ) Amortization of intangible assets ( 12 ) ( 10 ) ( 33 ) ( 31 ) PARC donation — — ( 132 ) — Accelerated share vesting — — — ( 21 ) Other expenses, net 17 ( 1 ) ( 34 ) ( 66 ) Total Pre-tax income (loss) $ 63 $ ( 380 ) $ 59 $ ( 474 ) Depreciation and Amortization Total reported segments $ 51 $ 55 $ 156 $ 174 Amortization of intangible assets 12 10 33 31 Total Depreciation and amortization $ 63 $ 65 $ 189 $ 205 Interest Expense (1) Total reported segments $ 30 $ 28 $ 100 $ 78 Corporate 14 21 40 73 Total Interest expense $ 44 $ 49 $ 140 $ 151 Interest Income Total reported segments $ 46 $ 51 $ 147 $ 156 Corporate 3 4 12 8 Total Interest income $ 49 $ 55 $ 159 $ 164 _____________ (1) Amounts for 2022 have been recast to conform to the current year's reporting presentation. See the Segment Reporting Change section below. Segment Reporting Change During the second quarter 2023, as a result of the recent strategic shift in the Company’s approach to funding FITTLE’s growth through finance receivables funding agreements that involve the sale of lease receivables, the measures for FITTLE’s segment revenues and profits used by our CODM were recast as follows to correspond with this change in strategy: • The management and oversight of the equipment on operating leases portion of our financing business was transferred from the FITTLE segment to the marketing and sales groups in the Print and Other segment since the finance receivable funding agreement currently exclude the sale of operating lease arrangements. • The allocation of shared expenses as well as commissions and other payments made by the FITTLE segment to the Print and Other segment were recast to better reflect the operations of FITTLE in line with the change in strategic direction. The recasting of our segment measures aligns with the financial information used by our CODM in evaluating our reportable segments’ performance and allocating resources. The prior period amounts have been recast to reflect the change in segment measures of revenue and profits. Xerox 2023 Form 10-Q 17 The following provides the segment revenues and profits for each of the quarters of 2022 and the full-year 2022, and the first quarter 2023 periods, recast to conform to our new segment measurements: 2022 2023 Q1 Q2 Q3 Q4 Full Year Q1 Segment Revenues: As Reported: Print and Other $ 1,550 $ 1,633 $ 1,641 $ 1,843 $ 6,667 $ 1,613 FITTLE 158 151 150 151 610 154 Intersegment revenue (1) ( 40 ) ( 37 ) ( 40 ) ( 53 ) ( 170 ) ( 52 ) Total External Revenue $ 1,668 $ 1,747 $ 1,751 $ 1,941 $ 7,107 $ 1,715 Change: Print and Other $ 43 $ 40 $ 35 $ 19 $ 137 $ 23 FITTLE ( 60 ) ( 55 ) ( 52 ) ( 50 ) ( 217 ) ( 52 ) Intersegment revenue (1) 17 15 17 31 80 29 Total External Revenue $ — $ — $ — $ — $ — $ — Recast: Print and Other $ 1,593 $ 1,673 $ 1,676 $ 1,862 $ 6,804 $ 1,636 FITTLE 98 96 98 101 393 102 Intersegment revenue (1) ( 23 ) ( 22 ) ( 23 ) ( 22 ) ( 90 ) ( 23 ) Total External Revenue $ 1,668 $ 1,747 $ 1,751 $ 1,941 $ 7,107 $ 1,715 _____________ (1) Intersegment revenue is primarily commissions and other payments made by the FITTLE Segment to the Print and Other Segment for the lease of Xerox equipment placements. 2022 2023 Q1 Q2 Q3 Q4 Full Year Q1 Segment Profit/(Loss): As Reported: Print and Other $ ( 20 ) $ 18 $ 57 $ 183 $ 238 $ 106 FITTLE 17 17 8 ( 5 ) 37 12 Total $ ( 3 ) $ 35 $ 65 $ 178 $ 275 $ 118 Change: Print and Other $ 9 $ 11 $ 6 $ ( 6 ) $ 20 $ ( 6 ) FITTLE ( 9 ) ( 11 ) ( 6 ) 6 ( 20 ) 6 Total $ — $ — $ — $ — $ — $ — Recast: Print and Other $ ( 11 ) $ 29 $ 63 $ 177 $ 258 $ 100 FITTLE 8 6 2 1 17 18 Total $ ( 3 ) $ 35 $ 65 $ 178 $ 275 $ 118 Xerox 2023 Form 10-Q 18 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: Three Months Ended September 30, Nine Months Ended September 30, Location in Statements of Income (Loss) 2023 2022 2023 2022 Revenue from sales type leases Sales $ 216 $ 146 $ 691 $ 425 Interest income on lease receivables Financing 46 51 147 156 Lease income - operating leases Services, maintenance and rentals 40 40 120 132 Variable lease income Services, maintenance and rentals 9 16 42 47 Total Lease income $ 311 $ 253 $ 1,000 $ 760 Profit at lease commencement on sales-type leases was estimated to be $ 79 and $ 39 for the three months ended September 30, 2023 and 2022, respectively, and $ 247 and $ 127 for the nine months ended September 30, 2023 and 2022, respectively. Note 6 – Divestiture Donation of Palo Alto Research Center (PARC) On April 29, 2023, Xerox completed the donation of its Palo Alto Research Center (PARC) subsidiary to Stanford Research Institute International (SRI), a nonprofit research institute. The donation enables Xerox to focus on its core businesses and prioritize growth through its business technology solutions for customers in Print, as well as Digital Services and IT Services. The donation also allows PARC to reach its full potential through SRI’s resources and deep-tech expertise that will enable PARC to focus exclusively on the development of pioneering innovative technologies. The majority of patents held by PARC will be retained by Xerox with a perpetual license to use those patents being provided to SRI. Xerox, at its option, will also continue to receive certain research services from SRI. The donation resulted in a net charge of $ 132 in the second quarter 2023, which includes allocated Goodwill of $ 115 , the carrying value of the net assets associated with PARC being donated of $ 13 , and approximately $ 4 of other costs and expenses related to the donation. The allocation of Goodwill was based on the relative fair value of the PARC business to the total fair value for the Print and Other Segment/Reporting Unit, which it was part of prior to the donation. The estimated fair values of the PARC business as well as the Print and Other reporting unit are based on estimates and assumptions that are considered Level 3 inputs under the fair value hierarchy. Xerox also recorded a net income tax benefit of $ 40 related to the donation for a net after-tax loss on the donation of $ 92 . The donation is not expected to materially impact current estimates of future projections with respect to results of operations or cash flows of the Company. Xerox 2023 Form 10-Q 19 Note 7 – Supplementary Financial Information 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 21 - Contingencies and Litigation, various litigation matters in Brazil require us to make cash deposits to escrow as a condition of continuing the litigation. Restricted cash amounts are classified in our Condensed Consolidated Balance Sheets based on when the cash will be contractually or judicially released. Cash, cash equivalents and restricted cash amounts are as follows: September 30, 2023 December 31, 2022 Cash and cash equivalents $ 532 $ 1,045 Restricted cash Litigation deposits in Brazil 26 39 Escrow and cash collections related to secured borrowing arrangements (1) 37 54 Other restricted cash 22 1 Total Restricted cash 85 94 Cash, cash equivalents and restricted cash $ 617 $ 1,139 _____________ (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 Condensed Consolidated Balance Sheets as follows: September 30, 2023 December 31, 2022 Other current assets $ 58 $ 55 Other long-term assets 27 39 Total Restricted cash $ 85 $ 94 Supplemental Cash Flow Information Summarized cash flow information is as follows: Location in Statement of Cash Flows Nine Months Ended September 30, Source/(Use) 2023 2022 Provision for receivables Operating $ 23 $ 25 Provision for inventory Operating 14 23 Depreciation of buildings and equipment Operating 45 51 Depreciation and obsolescence of equipment on operating leases Operating 83 89 Amortization of internal use software Operating 28 34 Amortization of acquired intangible assets Operating 33 31 Amortization of patents (1) Operating 7 8 Amortization of customer contract costs (2) Operating 51 55 Cost of additions to land, buildings and equipment Investing ( 21 ) ( 24 ) Cost of additions to internal use software Investing ( 6 ) ( 15 ) Payments to acquire noncontrolling interests - Xerox Holdings Investing ( 3 ) ( 13 ) Common stock dividends - Xerox Holdings Financing ( 120 ) ( 120 ) Preferred stock dividends - Xerox Holdings Financing ( 11 ) ( 11 ) Payments to noncontrolling interests Financing ( 2 ) ( 1 ) Investment from noncontrolling interests Financing — 6 Repurchases related to stock-based compensation - Xerox Holdings Financing ( 7 ) ( 10 ) _____________ (1) Amortization of patents is reported in (Increase) decrease in other current and long-term assets in the Condensed Consolidated Statements of Cash Flows. (2) Amortization of customer contract costs is reported in (Increase) decrease in other current and long-term assets in the Condensed Consolidated Statements of Cash Flows. Refer to Note 3 - Revenue - Contract Costs for additional information. Xerox 2023 Form 10-Q 20 Supplier Finance Programs The Company has a program through a financial institution that enables vendors and suppliers, at their option, to receive early payment for their invoices. The program operates in a similar manner to a purchasing card program, however with this program the Company receives invoices associated with those vendors and suppliers participating in the program and confirms and validates those invoices and amounts due before passing the invoices on to the financial institution for early payment at a discounted amount. The financial institution subsequently invoices the Company for the stated or full amount of the invoices paid early and we are required to make payment within 45 days of the statement date. The overall impact of the program generally results in the Company paying its supplier and vendor invoices consistent with their original terms. This program is generally available to all non-inventory vendors and suppliers. Spending associated with this program during the three and nine months ended September 30, 2023 was approximately $ 30 and $ 90 , respectively. All outstanding amounts related to the program are recorded within Accounts payable in our Condensed Consolidated Balance Sheets, and the associated payments are included in operating activities within our Condensed Consolidated Statements of Cash Flows. The amount due to vendors and suppliers participating in this program and included in Accounts payable was approximately $ 30 and $ 40 as of September 30, 2023 and December 31, 2022, respectively. Note 8 – Accounts Receivable, Net Accounts receivable, net were as follows: September 30, 2023 December 31, 2022 Invoiced $ 741 $ 698 Accrued (1) 200 211 Allowance for doubtful accounts ( 61 ) ( 52 ) Accounts receivable, net $ 880 $ 857 _____________ (1) Accrued receivables include amounts to be invoiced in the subsequent quarter for current services provided. The allowance for doubtful accounts was as follows: 2023 2022 Balance at January 1 st $ 52 $ 58 Provision 3 9 Charge-offs ( 5 ) ( 3 ) Recoveries and other (1) 3 ( 1 ) Balance at March 31 st 53 63 Provision 6 3 Charge-offs ( 3 ) ( 2 ) Recoveries and other (1) 2 ( 1 ) Balance at June 30 th 58 63 Provision 5 ( 1 ) Charge-offs ( 4 ) ( 5 ) Recoveries and other (1) 2 ( 6 ) Balance at September 30 th $ 61 $ 51 _____________ (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 percent of gross accounts receivable was 6.5 % at September 30, 2023 and 5.7 % at December 31, 2022. The increase is primarily the result of slight increase in receivables aging. Xerox 2023 Form 10-Q 21 Accounts Receivable Sales Arrangements Accounts receivable sales arrangements are utilized in the normal course of business as part of our cash and liquidity management. The accounts receivable sold are generally short-term trade receivables with payment due dates of less than 60 days. We have one facility in Europe that enables us to sell accounts receivable associated with our distributor network on an ongoing basis, without recourse. Under this arrangement, we sell our entire interest in the related accounts receivable for cash and no portion of the payment is held back or deferred by the purchaser. Of the accounts receivable sold and derecognized from our balance sheet, $ 79 and $ 159 remained uncollected as of September 30, 2023 and December 31, 2022, respectively. Accounts receivable sales activity was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Accounts receivable sales (1) $ 103 $ 164 $ 277 $ 400 ____________ (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. Note 9 – 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 assets. Finance receivables, net were as follows: September 30, 2023 December 31, 2022 Gross receivables $ 2,986 $ 3,593 Unearned income ( 296 ) ( 374 ) Subtotal 2,690 3,219 Residual values — — Allowance for doubtful accounts ( 99 ) ( 117 ) Finance receivables, net 2,591 3,102 Less: Billed portion of finance receivables, net 80 93 Less: Current portion of finance receivables not billed, net 906 1,061 Finance receivables due after one year, net $ 1,605 $ 1,948 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 3.7 % at September 30, 2023 and 3.6 % at December 31, 2022. Our finance receivable bad debt provision in the first quarter 2023 was a credit of $ 12 primarily related to a reserve release in the U.S. due to the favorable reassessment of the credit exposure on a large customer receivable balance after a contract amendment, which improved our credit position. The bad debt provision followed normal trends in the second and third quarter 2023 and is slightly higher than the prior year primarily due to increased lease originations partially offset by sales of finance lease receivables. 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 Xerox 2023 Form 10-Q 22 economies, the risk profile within that portfolio segment is somewhat more diversified due to the varying economic conditions among and within the countries. 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. We believe our current reserve position remains sufficient to cover expected future losses that may result from current and future macro-economic conditions including higher inflation, interest rates, and the potential for recessions in the geographic areas of our customers. 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: United States Canada EMEA (1) Total Balance at December 31, 2022 $ 83 $ 7 $ 27 $ 117 Provision ( 15 ) — 3 ( 12 ) Charge-offs ( 5 ) — ( 2 ) ( 7 ) Recoveries and other (2) 2 — 1 3 Balance at March 31, 2023 $ 65 $ 7 $ 29 $ 101 Provision 5 1 3 9 Charge-offs ( 4 ) ( 1 ) ( 4 ) ( 9 ) Recoveries and other (2) — 1 1 2 Balance at June 30, 2023 $ 66 $ 8 $ 29 $ 103 Provision 2 — 4 6 Charge-offs ( 6 ) ( 1 ) ( 1 ) ( 8 ) Recoveries and other (2) — — ( 2 ) ( 2 ) Balance at September 30, 2023 $ 62 $ 7 $ 30 $ 99 Balance at December 31, 2021 $ 77 $ 11 $ 30 $ 118 Provision 3 — 3 6 Charge-offs ( 2 ) ( 1 ) ( 1 ) ( 4 ) Recoveries and other (2) — 1 ( 1 ) — Balance at March 31, 2022 $ 78 $ 11 $ 31 $ 120 Provision — 1 3 4 Charge-offs ( 3 ) ( 1 ) ( 2 ) ( 6 ) Recoveries and other (2) — — ( 2 ) ( 2 ) Balance at June 30, 2022 $ 75 $ 11 $ 30 $ 116 Provision 6 1 2 9 Charge-offs ( 4 ) ( 1 ) ( 1 ) ( 6 ) Recoveries and other (2) — — ( 2 ) ( 2 ) Balance at September 30, 2022 $ 77 $ 11 $ 29 $ 117 Finance receivables collectively evaluated for impairment (3) September 30, 2023 (3) $ 1,343 $ 244 $ 1,103 $ 2,690 September 30, 2022 (3) $ 1,883 $ 214 $ 920 $ 3,017 _____________ (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 $ 99 and $ 117 at September 30, 2023 and 2022, respectively. Xerox 2023 Form 10-Q 23 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. 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. 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 2023 Form 10-Q 24 Details about our finance receivables portfolio based on geography, origination year and credit quality indicators are as follows: September 30, 2023 2023 2022 2021 2020 2019 Prior Total Finance Receivables United States (Direct) Low Credit Risk $ 92 $ 58 $ 70 $ 52 $ 25 $ 5 $ 302 Average Credit Risk 67 35 53 27 14 3 199 High Credit Risk 26 38 27 24 8 3 126 Total $ 185 $ 131 $ 150 $ 103 $ 47 $ 11 $ 627 Charge-offs $ — $ 1 $ 1 $ 1 $ 1 $ 1 $ 5 United States (Indirect) Low Credit Risk $ 142 $ 107 $ 69 $ 32 $ 13 $ 1 $ 364 Average Credit Risk 122 98 62 24 10 1 317 High Credit Risk 12 11 8 3 1 — 35 Total $ 276 $ 216 $ 139 $ 59 $ 24 $ 2 $ 716 Charge-offs $ — $ 4 $ 1 $ 2 $ 1 $ 5 $ 13 Canada Low Credit Risk $ 30 $ 26 $ 17 $ 11 $ 5 $ 1 $ 90 Average Credit Risk 48 38 20 15 9 1 131 High Credit Risk 5 5 4 6 2 1 23 Total $ 83 $ 69 $ 41 $ 32 $ 16 $ 3 $ 244 Charge-offs $ — $ — $ — $ — $ — $ 1 $ 1 EMEA (1) Low Credit Risk $ 189 $ 190 $ 120 $ 57 $ 27 $ 7 $ 590 Average Credit Risk 158 159 78 41 23 4 463 High Credit Risk 13 14 11 7 4 1 50 Total $ 360 $ 363 $ 209 $ 105 $ 54 $ 12 $ 1,103 Charge-offs $ — $ 4 $ — $ — $ 1 $ — $ 5 Total Finance Receivables Low Credit Risk $ 453 $ 381 $ 276 $ 152 $ 70 $ 14 $ 1,346 Average Credit Risk 395 330 213 107 56 9 1,110 High Credit Risk 56 68 50 40 15 5 234 Total $ 904 $ 779 $ 539 $ 299 $ 141 $ 28 $ 2,690 Total Charge-offs $ — $ 9 $ 2 $ 3 $ 3 $ 7 $ 24 Xerox 2023 Form 10-Q 25 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 _____________ (1) Includes developing market countries. Xerox 2023 Form 10-Q 26 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 probable. The aging of our billed finance receivables is as follows: September 30, 2023 Current 31-90 Days Past Due >90 Days Past Due Total Billed Unbilled Total Finance Receivables >90 Days and Accruing Direct $ 24 $ 5 $ 5 $ 34 $ 593 $ 627 $ 39 Indirect 22 6 4 32 684 716 — Total United States 46 11 9 66 1,277 1,343 39 Canada 5 1 1 7 237 244 10 EMEA (1) 7 2 2 11 1,092 1,103 26 Total $ 58 $ 14 $ 12 $ 84 $ 2,606 $ 2,690 $ 75 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 _____________ (1) Includes developing market countries. Sales of Receivables In December 2022, the Company entered into a finance receivables funding agreement with an affiliate of HPS Investment Partners (HPS) pursuant to which the Company agreed to offer for sale, and HPS agreed to purchase, certain eligible pools of finance receivables on a monthly basis in transactions structured as "true sales at law" and bankruptcy remote transfers and we have received an opinion to that effect from outside legal counsel. Accordingly, the receivables sold were derecognized from our financial statements and HPS does not have recourse back to the Company for uncollectible receivables. The finance receivables funding agreement has an initial term through January 31, 2024, with automatic one-year extensions thereafter, unless terminated by either the Company or HPS. 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 finance receivables funding agreement. During the second quarter 2023, the finance receivables funding agreement with HPS was amended to expand the pools of finance receivables eligible for sale and to include the sale of the underlying leased equipment to HPS. The commission paid by HPS was also accordingly amended to cover the value associated with the underlying equipment being sold to HPS. The company will retain a first right of refusal to repurchase the underlying equipment at the end of the lease term, to the extent offered for sale by HPS at its then fair value. The amendments were retroactive to prior sales but the adjusted impact on net proceeds and the gain/loss on prior sales was immaterial. Of the finance receivables sold and derecognized from our balance sheet, $ 809 and $ 60 remained uncollected as of September 30, 2023, and December 31, 2022, respectively. Xerox 2023 Form 10-Q 27 Finance receivable sales activity was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Finance receivable sales - net proceeds (1) $ 206 $ — $ 848 $ — Gain on sale/Commissions (2)(3) 5 — 16 — Servicing revenue (2) $ 2 $ — $ 5 $ — _____________ (1) Cash proceeds were reported in Net cash provided by operating activities. (2) Recorded in Services, maintenance and rentals as Other Revenue. Amounts include revenues associated with the sale of the underlying leased equipment. (3) The three and nine months ended September 30, 2023, includes $ 1 and $ 3 , respectively, of revenues associated with the sale of the underlying leased equipment and which are expected to be paid over the term of the agreements. Secured Borrowings and Collateral In 2022 and 2021, we sold certain finance receivables to consolidated special purpose entities included in our Condensed Consolidated Balance Sheet as collateral for secured loans. Refer to Note 13 - Debt for additional information related to these arrangements. Note 10 – Inventories and Equipment on Operating Leases, Net The following is a summary of Inventories by major category: September 30, 2023 December 31, 2022 Finished goods $ 586 $ 640 Work-in-process 48 45 Raw materials 94 112 Total Inventories $ 728 $ 797 The transfer of equipment from our inventories to equipment subject to an operating lease is presented in our Condensed Consolidated Statements of Cash Flows in the operating activities section. Equipment on operating leases and similar arrangements consist 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 are as follows: September 30, 2023 December 31, 2022 Equipment on operating leases $ 1,078 $ 1,163 Accumulated depreciation ( 821 ) ( 928 ) Equipment on operating leases, net $ 257 $ 235 Total contingent rentals on operating leases, consisting principally of usage charges in excess of minimum contracted amounts, were $ 9 and $ 16 for the three months ended September 30, 2023 and 2022, respectively, and $ 42 and $ 47 for the nine months ended September 30, 2023 and 2022, 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 Condensed Consolidated Balance Sheet as collateral for a secured loan. Refer to Note 13 - Debt for additional information related to this arrangement. Xerox 2023 Form 10-Q 28 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 eleven years and a variety of renewal and/or termination options. The components of lease expense are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease expense $ 20 $ 25 $ 65 $ 74 Short-term lease expense 4 4 12 12 Variable lease expense (1) 12 12 38 37 Sublease income — ( 1 ) ( 1 ) ( 5 ) Total Lease expense $ 36 $ 40 $ 114 $ 118 _____________ (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 September 30, 2023, we had no operating leases that were material that had not yet commenced. Operating lease ROU assets, net and operating lease liabilities were reported in the Condensed Consolidated Balance Sheets as follows: September 30, 2023 December 31, 2022 Other long-term assets $ 178 $ 215 Accrued expenses and other current liabilities $ 46 $ 68 Other long-term liabilities 144 161 Total Operating lease liabilities $ 190 $ 229 The assets and the liabilities related to our finance leases were immaterial for all periods presented. Xerox 2023 Form 10-Q 29 Note 12 – Restructuring Programs We engage in restructuring actions and 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. During the nine months ended September 30, 2023, we recorded Restructuring and related costs, net of $ 35 , which includes $ 5 of net restructuring charges, $ 20 of asset impairment charges and $ 10 of related costs. Restructuring Charges During the nine months ended September 30, 2023, we recorded net restructuring charges of $ 5 , which included $ 13 of severance costs related to headcount reductions of approximately 180 employees worldwide. These costs were partially offset by $ 8 of net reversals, which primarily reflect changes in estimated reserves from prior period initiatives. Charges were primarily related to the Print and Other segment as amounts related to the FITTLE segment were immaterial for all periods presented. Information related to our restructuring programs is summarized below: Severance and Related Costs Other Contractual Termination Costs (2) Total Balance at December 31, 2022 $ 39 $ 4 $ 43 Provision 5 — 5 Reversals ( 4 ) — ( 4 ) Net current period charges (1) 1 — 1 Charges against reserve and currency ( 6 ) — ( 6 ) Balance at March 31, 2023 34 4 38 Provision 3 — 3 Reversals ( 2 ) — ( 2 ) Net current period charges (1) 1 — 1 Charges against reserve and currency ( 7 ) ( 1 ) ( 8 ) Balance at June 30, 2023 28 3 31 Provision 5 — 5 Reversals ( 1 ) ( 1 ) ( 2 ) Net current period charges (1) 4 ( 1 ) 3 Charges against reserve and currency ( 10 ) — ( 10 ) Balance at September 30, 2023 $ 22 $ 2 $ 24 _____________ _ (1) Represents net amount recognized within the Condensed Consolidated Statements of Income (Loss) for the period shown for restructuring charges. 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. The following table summarizes the reconciliation to the Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2023 2022 Restructuring cash payments $ ( 23 ) $ ( 38 ) Effects of foreign currency and other non-cash items ( 1 ) ( 2 ) Charges against reserve and currency $ ( 24 ) $ ( 40 ) Asset Impairment Charges 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. Third quarter 2023 activity includes the impairment associated with the Company's sale of its Russian Subsidiary, which was completed in October 2023. The impairment reflects the held-for-sale write down of Russia's net assets to their fair value. The nine months ended September 30, 2023 activity also includes the second quarter 2023 impairment associated with the Company's sale of its Xerox Research Center of Canada (XRCC), the Canadian research division of Xerox, to Myant Capital Partners, which was completed in July 2023. Xerox 2023 Form 10-Q 30 A summary of our restructuring-related asset impairment activity is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease right of use assets (1) $ — $ 1 $ — $ 2 Owned assets (1) 11 9 23 10 Asset impairments 11 10 23 12 Gain on sales of owned assets (2) — ( 2 ) — ( 22 ) Adjustments/Reversals ( 3 ) — ( 3 ) — Net asset impairment charge $ 8 $ 8 $ 20 $ ( 10 ) ____________ _ (1) Includes charges associated with the exit and abandonment of leased and owned facilities, net of any potential sublease income and recoveries as well as impairments on the sales of certain asset groups. (2) Reflect gains on the sales of exited surplus facilities and land. Related Costs In connection with our restructuring programs, we also incurred certain related costs as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Retention related severance/bonuses (1) $ ( 1 ) $ ( 1 ) $ — $ ( 3 ) Contractual severance costs — 1 — — Consulting and other costs (2) — — 10 — Total $ ( 1 ) $ — $ 10 $ ( 3 ) ____________ _ (1) Includes retention related severance and bonuses for employees expected to continue working beyond their minimum retention period before termination. The credit for the nine months ended September 30, 2022 reflects a change in estimate. (2) Represents professional support services associated with our business transformation initiatives. Cash paid for restructuring related costs were $ 12 and $ 4 for the nine months ended September 30, 2023 and 2022, respectively. The restructuring related costs reserve was $ 9 and $ 12 at September 30, 2023 and December 31, 2022, respectively. The balance at September 30, 2023 is expected to be paid over the next twelve months. Note 13 – Debt Revolving Credit Facility In May 2023, Xerox Corporation, as borrower, and its parent company, Xerox Holdings Corporation, entered into a five-year asset-based revolving credit agreement (the ABL Facility) with Citibank, N.A., as administrative and collateral agent and several participating lending banks including Citibank N.A. The ABL Principal is payable in full at maturity on May 22, 2028, and there are no scheduled principal payments prior to maturity. We deferred approximately $ 7 of debt issuance costs in connection with the ABL Facility, which will be amortized over the five-year term. Our previous $ 250 Credit Facility due July 2024 was terminated prior to entering into the ABL Facility and resulted in a debt extinguishment loss of approximately $ 1 related to the write-off of deferred debt issuance costs. Under the ABL Facility, Xerox Corporation may borrow up to the lesser of (x) $ 300 and (y) a borrowing base calculated based on working capital amounts (Accounts receivable and Inventories) as set forth in the ABL Facility Agreement. The ABL Facility includes an uncommitted accordion feature that allows Xerox Corporation to increase the facility by a total of up to $ 250 , subject to obtaining additional commitments from existing lenders or new lending institutions. The ABL Facility also includes a $ 100 letter of credit subfacility. Xerox Corporation's borrowings under the ABL Facility are supported by guarantees from Xerox Holdings Corporation and certain of Xerox Corporation's Canadian and U.K. subsidiaries, and by security interests in substantially all of the working capital assets of Xerox Corporation, Xerox Holdings Corporation, and such Canadian and U.K. subsidiaries. At Xerox Corporations’s election, the loans under the ABL Facility will bear interest at either: (1) a fluctuating rate per annum equal to the highest of (A) Citibank’s base rate, (B) a rate of 0.5 % in excess of the “NYFRB” rate, and (C) a rate of 1.0 % in excess of one-month Term SOFR, provided that such fluctuating rate Xerox 2023 Form 10-Q 31 shall not be less than 0.0 %, in each case plus an applicable margin (the loans bearing interest at such fluctuating rate, “ABR Loans”); or (2) the one-, three-, or six-month period or (as agreed to by the Agent and the Lenders) such other period, as selected by the Xerox Corporation, per annum Term SOFR (plus a 0.10 % credit spread adjustment), provided that such rate shall not be less than 0.0 %, plus an applicable margin (the loans bearing interest at such rate “Term SOFR Loans”). The applicable margin for ABR Loans ranges from 0.5 % to 1.0 % depending on the Company’s average excess availability. The applicable margin for Term SOFR Loans from 1.5 % to 2.0 % depending on the Company’s average excess availability. At September 30, 2023, borrowings under the ABL Facility were $ 220 and no letters of credits were issued under the facility. The $ 220 borrowing at September 30, 2023 currently bears interest at an average of 7.61 % through October 30, 2023. If the balance remains outstanding after that date, the rate will be reset through a new borrowing under the ABL Facility. Based on management's intent to repay the amount borrowed by the end of 2023 and not refinance it past one year, the $ 220 is included in short-term debt in the Balance Sheet at September 30, 2023. The ABL Facility requires the Company to comply with a fixed charge coverage ratio of 1X, as defined in the ABL Facility Agreement, measured as of the end of each fiscal quarter during which excess availability is less than an amount equal to the greater of (A) $ 22.5 and (B) 10 % of the Line Cap (the lesser of the aggregate amount of Revolving Commitments and the then-applicable Borrowing Base). Based on the excess availability at September 30, 2023, the fixed charge coverage ratio measurement was not applicable. The ABL Facility also contains negative covenants governing dividends, investments, indebtedness, and other matters customary for similar facilities. As of September 30, 2023, we were in full compliance with all covenants under the ABL Facility and no Event of Default (as such term is defined in the ABL Facility) had occurred. If an event of default occurs under the ABL Facility, the entire principal amount outstanding, together with all accrued unpaid interest and other amounts owed in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods. Loan Facility On September 28, 2023, Xerox Corporation, as borrower, and its parent company, Xerox Holdings Corporation, and certain of Xerox’s subsidiaries, as guarantors, entered into a Credit Agreement with Jefferies Finance LLC (Jefferies Finance), as the Administrative Agent, Collateral Agent and Lender pursuant to which Jefferies Finance provided Xerox Corporation with a $ 555 loan facility, which was fully drawn at September 30, 2023. $ 542 of the proceeds from that borrowing were used to finance the repurchase of an aggregate of approximately 34 million shares of the Company’s common stock from Carl C. Icahn and certain of his affiliates pursuant to the terms of a related purchase agreement as disclosed in Note 17 – Shareholders’ Equity of Xerox Holdings . The remainder of the proceeds were used to cover fees and expenses associated with this borrowing (approximately $ 6 , which will be deferred as debt issuance costs) and the repurchase transaction (approximately $ 11 , which will be recorded as a cost of treasury stock). The Loan Facility is a 5-year agreement with a final maturity date of September 28, 2028 and bears interest at an annual rate of 8.50 %, which will be increased by 0.25 % every 90 days, subject to a Total Cap rate of 11.0 %. Xerox anticipates refinancing amounts borrowed under the Loan Facility with permanent long-term financing instruments in the near term. If any of the amounts borrowed under the Loan Facility are outstanding on the “Bridge Loan Rollover Date” ( one year from closing or September 28, 2024) then the outstanding principal amount of such loans will automatically be converted into senior secured term loans (Extended Term Loans). These loans will mature and are due on final maturity date of September 28, 2028 and will bear interest at the Total Cap rate of 11.0 %. Xerox’s obligations under the Credit Agreement are initially unsecured obligations and are supported by guarantees from Xerox Holdings and its Canadian and U.K. subsidiaries that guarantee Xerox’s obligations under the ABL Facility (ABL Foreign Guarantors). On and after November 30, 2023, if any amounts under the Loan Facility remain outstanding, Xerox’s obligations under the Credit Agreement will also be guaranteed by each of its material domestic subsidiaries (subject to certain exclusions and exceptions) and secured by (i) a second priority lien on all working capital assets of Xerox, the ABL Foreign Guarantors and such additional domestic guarantors and (ii) a first priority lien on substantially all other assets of Xerox, the ABL Foreign Guarantors and such additional domestic guarantors. The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default substantially similar with such provisions contained in Xerox’s ABL Facility. Xerox 2023 Form 10-Q 32 Xerox Holdings Corporation/Xerox Corporation Intercompany Loan At September 30, 2023 and December 31, 2022, the balance of the Xerox Holdings Corporation Intercompany Loan reported in Xerox Corporation’s Condensed Consolidated Balance Sheet was $ 1,497 and $ 1,496 , respectively, which is net of related debt issuance costs, and the intercompany interest payable was $ 10 and $ 30 , respectively. Secured Borrowings and Collateral In 2022 and 2021, we 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. During the second quarter 2023, we repaid the remaining balance from the December 2022 U.S. Secured Borrowing of $ 185 early with the proceeds from the sale of the underlying secured finance receivables of approximately $ 205 . The sale was part of the sales completed in the second quarter 2023 under finance receivables funding agreement as disclosed in Note 9 - Finance Receivables, Net - Sales of Receivables. As a result of the early extinguishment of this debt, we incurred a loss of approximately $ 3 related to the write-off of the deferred debt issuance costs partially offset by a gain on a dedesignated swap associated with this borrowing. Below are the secured assets and obligations held by subsidiaries of Xerox, which are included in our Condensed Consolidated Balance Sheets. September 30, 2023 Finance Receivables, Net (1) Equipment on Operating Leases, Net Secured Debt (2) Interest Rate (3) Expected Maturity U.S. (4) January 2022 $ 346 $ — $ 215 6.80 % 2024 September 2021 110 3 49 6.72 % 2024 Total 456 3 264 Canada (4)(5) July 2023 109 0 84 6.32 % 2026 France December 2022 163 0 101 5.04 % 2025 Total $ 728 $ 3 $ 449 Xerox 2023 Form 10-Q 33 December 31, 2022 Finance Receivables, Net (1) Equipment on Operating Leases, Net Secured Debt (2) Interest Rate (3) Expected Maturity U.S. (4) December 2022 $ 370 $ — $ 247 7.43 % 2025 January 2022 528 — 407 5.83 % 2024 September 2021 180 5 136 5.65 % 2024 Total 1,078 5 790 Canada (4) April 2022 63 — 57 5.45 % 2025 France December 2022 235 — 195 3.03 % 2025 Total $ 1,376 $ 5 $ 1,042 ____________ _ (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 condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. (2) Represents the principal debt balance and excludes debt issuance costs of $ 1 and $ 5 as of September 30, 2023 and December 31, 2022, respectively. (3) Represents the pre-hedged rate. Refer to Note 14 - Financial Instruments for additional information regarding hedging of these borrowings. (4) Secured assets and obligations held by SPEs. (5) In July 2023. the outstanding balance from the April 2022 loan was refinanced into a new loan, resulting in additional net proceeds of approximately $ 52 . Interest Expense and Income Interest expense and income were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Interest expense (1)(2) $ 44 $ 49 $ 140 $ 151 Interest income (3) 49 55 159 164 ____________ (1) Includes Cost of financing as well as non-financing interest expense that is included in Other expenses, net in the Condensed Consolidated Statements of Income (Loss). (2) Interest expense of Xerox Corporation included intercompany interest expense associated with the Xerox Holdings Corporation / Xerox Corporation Intercompany Loan of $ 20 and $ 20 for the three months ended September 30, 2023 and 2022, respectively, and $ 59 and $ 59 for the nine months ended September 30, 2023 and 2022, respectively. (3) Includes Financing revenue as well as other interest income that is included in Other expenses, net in the Condensed Consolidated Statements of Income (Loss). Xerox 2023 Form 10-Q 34 Note 14 – Financial Instruments 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. 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 September 30, 2023 there were three 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 $ 215 $ — 2024 6.80 % — % $ — United States Cap 49 51 2024 6.72 % 0.50 % 1 Canada Swap 84 85 2026 6.32 % 5.19 % — France Cap 101 132 2025 5.04 % 3.00 % 1 Total $ 449 $ 268 $ 2 _____________ (1) Excludes debt issuance costs of $ 1 at September 30, 2023. No amount of ineffectiveness was recorded in the Condensed Consolidated Statements of Income (Loss) for these designated cash flow hedges and all components of each derivative's gain or loss were included in the assessment of hedge effectiveness. A cash flow hedge of an interest rate cap with an asset value of $ 2 associated with the December 2022 U.S. Secured Borrowing was dedesignated during second quarter 2023 as a result of the early repayment of that debt in the second quarter 2023. The dedesignation resulted in the release of the deferred gain in Accumulated Other Comprehensive Loss and was recorded as part of the Early Extinguishment of Debt. See Secured Borrowings and Collateral in Note 13 – Debt for additional information. Foreign Exchange Risk Management We are a global company and we are exposed to foreign currency exchange rate fluctuations in the normal course of our business. As a part of our foreign exchange risk management strategy, we use derivative instruments, primarily forward contracts and purchased option contracts, to hedge the following foreign currency exposures, thereby reducing volatility of earnings or protecting fair values of assets and liabilities: • Foreign currency-denominated assets and liabilities • Forecasted purchases and sales in foreign currency At September 30, 2023 and December 31, 2022, we had outstanding forward exchange and purchased option contracts with gross notional values of $ 951 and $ 1,541 respectively, with terms of less than 12 months. The decrease in the notional value amount is largely due to a decrease in our YEN exposures as a result of a change in the currency terms included in a supplier inventory contract. At September 30, 2023, approximately 92 % of the contracts mature within three months, 4 % mature in three to six months and 4 % in six to twelve months. 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 Condensed Consolidated Statements of Income (Loss) for these designated cash flow hedges for all periods presented, 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 $ 6 and $ 4 as of September 30, 2023 and December 31, 2022, respectively. During second quarter 2023, as a result of a change in the currency terms included in a supplier inventory contract, forecasted purchases of inventory in YEN were no longer expected. This change resulted in several YEN/USD and YEN/EUR designated cash flow hedges, with a liability value of approximately $ 2 , being dedesignated since the underlying forecasted purchases were no longer probable. Accordingly, the $ 2 deferred loss in Accumulated Other Comprehensive Loss was reclassified to earnings and recorded in Currency losses, net in the second quarter 2023. Xerox 2023 Form 10-Q 35 Summary of Derivative Instruments Fair Value The following table provides a summary of the fair value amounts of our derivative instruments: Designation of Derivatives Balance Sheet Location September 30, 2023 December 31, 2022 Derivatives Designated as Hedging Instruments Foreign exchange contracts - forwards Other current assets $ 2 $ 5 Accrued expenses and other current liabilities ( 7 ) ( 9 ) Interest rate cap Other long-term assets 2 6 Interest rate swap Other long-term assets — 1 Net designated derivative (liabilities) assets $ ( 3 ) $ 3 Derivatives NOT Designated as Hedging Instruments Foreign exchange contracts – forwards Other current assets $ 3 $ 14 Accrued expenses and other current liabilities ( 4 ) ( 2 ) Interest rate cap Other long-term assets 1 — Net undesignated derivative assets $ — $ 12 Summary of Derivatives Total Derivative assets $ 8 $ 26 Total Derivative liabilities ( 11 ) ( 11 ) Net Derivative (liabilities) assets $ ( 3 ) $ 15 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 (losses). Designated Derivative Instruments Gains (Losses) The following table provides a summary of gains (losses) on derivative instruments in cash flow hedging relationships: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Derivative Loss Recognized in OCI (Effective Portion) Foreign exchange contracts - forwards and options $ ( 2 ) $ ( 3 ) $ ( 17 ) $ ( 41 ) Total $ ( 2 ) $ ( 3 ) $ ( 17 ) $ ( 41 ) Location of Derivative Losses Reclassified from AOCL to Income (Effective Portion) Cost of sales $ ( 4 ) $ ( 11 ) $ ( 18 ) $ ( 17 ) Interest expense 1 — 3 — Total $ ( 3 ) $ ( 11 ) $ ( 15 ) $ ( 17 ) As of September 30, 2023, a net after-tax loss of $ 4 was recorded in Accumulated other comprehensive loss associated with our cash flow hedging activity. 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 and (losses) on non-designated derivative instruments: Derivatives NOT Designated as Hedging Instruments Location of Derivative Gain (Loss) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Foreign exchange contracts – forwards Other expenses, net – Currency losses, net $ 8 $ 1 $ ( 25 ) $ ( 22 ) Xerox 2023 Form 10-Q 36 Currency losses, net were $ 6 and $ 1 for the three months ended September 30, 2023 and 2022, respectively, and were $ 22 and $ 2 for nine months ended September 30, 2023 and 2022, 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. Note 15 – Fair Value of Financial Assets and Liabilities The following table represents assets and liabilities measured at fair value on a recurring basis. The basis for the measurement at fair value in all cases is Level 2 – Significant Other Observable Inputs. September 30, 2023 December 31, 2022 Assets Foreign exchange contracts - forwards $ 5 $ 19 Interest rate cap 3 6 Interest rate swap — 1 Deferred compensation plan investments in mutual funds 14 15 Total $ 22 $ 41 Liabilities Foreign exchange contracts - forwards $ 11 $ 11 Deferred compensation plan liabilities 13 14 Total $ 24 $ 25 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: September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 532 $ 532 $ 1,045 $ 1,045 Accounts receivable, net 880 880 857 857 Short-term debt and current portion of long-term debt 870 865 860 861 Long-term Debt Xerox Holdings Corporation 1,497 1,350 1,496 1,294 Xerox Corporation 1,143 988 894 726 Xerox - Other Subsidiaries (1) 99 97 476 478 Long-term debt $ 2,739 $ 2,435 $ 2,866 $ 2,498 ____________ (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 2023 Form 10-Q 37 Note 16 – Employee Benefit Plans The components of Net periodic benefit cost and other changes in plan assets and benefit obligations were as follows: Three Months Ended September 30, Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health Components of Net Periodic Benefit Costs: 2023 2022 2023 2022 2023 2022 Service cost $ — $ — $ 1 $ 4 $ 1 $ — Interest cost 28 24 47 32 2 2 Expected return on plan assets ( 24 ) ( 22 ) ( 55 ) ( 58 ) — — Recognized net actuarial loss (gain) 4 3 3 6 ( 3 ) ( 1 ) Amortization of prior service cost (credit) — — 2 1 ( 4 ) ( 4 ) Recognized settlement loss 4 10 — — — — Defined benefit plans 12 15 ( 2 ) ( 15 ) ( 4 ) ( 3 ) Defined contribution plans 5 5 4 3 n/a n/a Net Periodic Benefit Cost (Credit) 17 20 2 ( 12 ) ( 4 ) ( 3 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial (gain) loss (1) ( 30 ) 27 ( 1 ) 1 — ( 13 ) Prior service credit — — — — — ( 10 ) Amortization of net actuarial (loss) gain ( 8 ) ( 13 ) ( 3 ) ( 6 ) 3 1 Amortization of net prior service (cost) credit — — ( 2 ) ( 1 ) 4 4 Total Recognized in Other Comprehensive (Loss) Income (2) ( 38 ) 14 ( 6 ) ( 6 ) 7 ( 18 ) Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Loss) Income $ ( 21 ) $ 34 $ ( 4 ) $ ( 18 ) $ 3 $ ( 21 ) Nine Months Ended September 30, Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health Components of Net Periodic Benefit Costs: 2023 2022 2023 2022 2023 2022 Service cost $ — $ 1 $ 3 $ 12 $ 1 $ 1 Interest cost 82 68 140 94 7 6 Expected return on plan assets ( 73 ) ( 73 ) ( 162 ) ( 172 ) — — Recognized net actuarial loss (gain) 11 10 8 18 ( 9 ) ( 2 ) Amortization of prior service cost (credit) — — 5 1 ( 11 ) ( 11 ) Recognized settlement loss 16 43 — — — — Defined benefit plans 36 49 ( 6 ) ( 47 ) ( 12 ) ( 6 ) Defined contribution plans 14 15 14 11 n/a n/a Net Periodic Benefit Cost (Credit) 50 64 8 ( 36 ) ( 12 ) ( 6 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial loss (gain) (1) 7 34 ( 49 ) 32 ( 5 ) ( 20 ) Prior service cost (credit) — — 36 48 — ( 33 ) Amortization of net actuarial (loss) gain ( 27 ) ( 53 ) ( 8 ) ( 18 ) 9 2 Amortization of prior service (cost) credit — — ( 5 ) ( 1 ) 11 11 Total Recognized in Other Comprehensive (Loss) Income (2) ( 20 ) ( 19 ) ( 26 ) 61 15 ( 40 ) Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Loss) Income $ 30 $ 45 $ ( 18 ) $ 25 $ 3 $ ( 46 ) _____________ (1) The net actuarial (gain) loss for U.S. Pension Plans primarily reflects (i) the remeasurement of our primary U.S. pension plans as a result of the payment of periodic settlements and (ii) adjustments for the actuarial valuation results based on the January 1st plan census data. The non-U.S. net actuarial (gain) loss reflects remeasurements related to the Pension Plan amendments in the U.K. in 2023 and 2022, respectively. The Retiree Health Plan's net actuarial gain reflects adjustments for the actuarial valuation results based on the January 1st plan census data in 2023, and remeasurements related to a Plan Amendment for our U.S. Plan in 2022. (2) Amounts represent the pre-tax effect included within Other Comprehensive (Loss) Income. Refer to Note 19 - Other Comprehensive (Loss) Income for related tax effects and the after-tax amounts. Xerox 2023 Form 10-Q 38 Pension Plan Amendment In April 2023, 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 2023 pension increase award to 6.5 %. This plan amendment resulted in an increase of approximately $ 36 (GBP 28 million) in the projected benefit obligation (PBO) for this plan (approximately 1.5 % of the plan PBO as of December 31, 2022). The associated impacts from the required remeasurement of the plan assets and obligations for updates to discount rates, actual returns and actuarial experience as of the effective date of the amendment resulted in an actuarial gain of $ 48 (GBP 38 million). Refer to Note 18 - Employee Benefit Plans in the Consolidated Financial Statements included in the 2022 Annual Report for additional information regarding our U.K. defined benefit pension plan including its funding status as of December 31, 2022. Contributions The following table summarizes cash contributions to our defined benefit pension plans and retiree health benefit plans: Nine Months Ended September 30, Year Ended December 31, 2023 2022 Estimated 2023 2022 U.S. plans $ 43 $ 18 $ 55 $ 24 Non-U.S. plans 20 75 25 81 Total Pension plans 63 93 80 105 Retiree Health 12 13 25 19 Total Retirement plans $ 75 $ 106 $ 105 $ 124 Approximately $ 30 of the estimated 2023 contributions for our U.S. plans are for our tax-qualified defined benefit plans. Note 17 – Shareholders’ Equity of Xerox Holdings (shares in thousands) The shareholders' equity information presented below reflects the consolidated activity of Xerox Holdings. Common Stock (1) Additional Paid-in Capital Treasury Stock Retained Earnings AOCL (2) Xerox Holdings Shareholders’ Equity Non-controlling Interests Total Equity Balance at June 30, 2023 $ 157 $ 1,607 $ — $ 5,057 $ ( 3,437 ) $ 3,384 $ 8 $ 3,392 Comprehensive income (loss), net — — — 49 ( 67 ) ( 18 ) 1 ( 17 ) Cash dividends declared - common (3) — — — ( 32 ) — ( 32 ) — ( 32 ) Cash dividends declared - preferred (4) — — — ( 4 ) — ( 4 ) — ( 4 ) Stock option and incentive plans, net — 12 — — — 12 — 12 Payments to acquire treasury stock, including fees — — ( 553 ) — — ( 553 ) — ( 553 ) Balance at September 30, 2023 $ 157 $ 1,619 $ ( 553 ) $ 5,070 $ ( 3,504 ) $ 2,789 $ 9 $ 2,798 Xerox 2023 Form 10-Q 39 Common Stock (1) Additional Paid-in Capital Treasury Stock Retained Earnings AOCL (2) Xerox Holdings Shareholders’ Equity Non- controlling Interests Total Equity Balance at June 30, 2022 $ 155 $ 1,564 $ — $ 5,484 $ ( 3,330 ) $ 3,873 $ 9 $ 3,882 Comprehensive (loss) income, net — — — ( 383 ) ( 217 ) ( 600 ) 1 ( 599 ) Cash dividends declared - common (3) — — — ( 40 ) — ( 40 ) — ( 40 ) Cash dividends declared - preferred (4) — — — ( 4 ) — ( 4 ) — ( 4 ) Stock option and incentive plans, net 1 13 — — — 14 — 14 Investment from noncontrolling interests — — — — — — 1 1 Balance at September 30, 2022 $ 156 $ 1,577 $ — $ 5,057 $ ( 3,547 ) $ 3,243 $ 11 $ 3,254 Common Stock (1) Additional Paid-in Capital Treasury Stock Retained Earnings AOCL (2) Xerox Holdings Shareholders’ Equity Non-controlling Interests Total Equity Balance at December 31, 2022 $ 156 $ 1,588 $ — $ 5,136 $ ( 3,537 ) $ 3,343 $ 10 $ 3,353 Comprehensive income, net — — — 59 33 92 1 93 Cash dividends declared - common (3) — — — ( 114 ) — ( 114 ) — ( 114 ) Cash dividends declared - preferred (4) — — — ( 11 ) — ( 11 ) — ( 11 ) Stock option and incentive plans, net 1 31 — — — 32 — 32 Payments to acquire treasury stock, including fees — — ( 553 ) — — ( 553 ) — ( 553 ) Distributions to noncontrolling interests — — — — — — ( 2 ) ( 2 ) Balance at September 30, 2023 $ 157 $ 1,619 $ ( 553 ) $ 5,070 $ ( 3,504 ) $ 2,789 $ 9 $ 2,798 Common Stock (1) Additional Paid-in Capital Treasury Stock Retained Earnings AOCL (2) Xerox Holdings Shareholders’ Equity Non- controlling Interests Total Equity Balance at December 31, 2021 $ 168 $ 1,802 $ ( 177 ) $ 5,631 $ ( 2,988 ) $ 4,436 $ 7 $ 4,443 Comprehensive loss, net — — — ( 443 ) ( 559 ) ( 1,002 ) ( 1 ) ( 1,003 ) Cash dividends declared - common (3) — — — ( 120 ) — ( 120 ) — ( 120 ) Cash dividends declared - preferred (4) — — — ( 11 ) — ( 11 ) — ( 11 ) Stock option and incentive plans, net 2 51 — — — 53 — 53 Payments to acquire treasury stock, including fees — — ( 113 ) — — ( 113 ) — ( 113 ) Cancellation of treasury stock ( 14 ) ( 276 ) 290 — — — — — Investment from noncontrolling interests — — — — — — 6 6 Distributions to noncontrolling interests — — — — — — ( 1 ) ( 1 ) Balance at September 30, 2022 $ 156 $ 1,577 $ — $ 5,057 $ ( 3,547 ) $ 3,243 $ 11 $ 3,254 _____________ (1) Common Stock has a par value of $ 1 per share. (2) Refer to Note 19 - Other Comprehensive (Loss) Income for the components of AOCL. (3) Cash dividends declared on common stock for the three and nine months ended September 30, 2023 and 2022 were $ 0.25 per share, respectively, and $ 0.75 per share, respectively. (4) Cash dividends declared on preferred stock for the three and nine months ended September 30, 2023 and 2022 were $ 20.00 per share, respectively, and $ 60.00 per share, respectively. Xerox 2023 Form 10-Q 40 Common Stock and Treasury Stock The following is a summary of the changes in Common and Treasury stock shares: Common Stock Shares Treasury Stock Shares Balance at December 31, 2022 155,781 — Stock based compensation plans, net 1,177 — Balance at March 31, 2023 156,958 — Stock based compensation plans, net 147 — Balance at June 30, 2023 157,105 — Stock based compensation plans, net 46 — Acquisition of Treasury stock — 34,245 Balance at September 30, 2023 157,151 34,245 Icahn Share Repurchase On September 28, 2023, Xerox Holdings Corporation entered into a share purchase agreement (the Purchase Agreement) with Carl C. Icahn and certain of his affiliates (Icahn Parties) pursuant to which the Company agreed to purchase an aggregate of approximately 34 million shares of the Company’s Common Stock, at a price of $ 15.84 per share, the closing price on September 27, 2023, the last full trading day prior to the execution of the Purchase Agreement, for an aggregate purchase price of approximately $ 542 . The purchase was completed and settled on September 28, 2023 and was funded by a $ 555 Credit Agreement with Jefferies Finance LLC (Jefferies Finance), as the Administrative Agent, Collateral Agent and Lender (Refer to Note 13 – Debt for additional information regarding the Loan Facility). Aggregate fees associated with the repurchase were approximately $ 11 ($ 2 paid through the third quarter 2023) and include the 1% excise tax on net share repurchases as required by the Inflation Reduction Act of 2022. The costs incurred are included as part of the cost of Treasury Stock. Xerox 2023 Form 10-Q 41 Note 18 – Shareholder's Equity of Xerox The shareholder's equity information presented below reflects the consolidated activity of Xerox. Additional Paid-in Capital Retained Earnings AOCL (1) Xerox Shareholder's Equity Non- controlling Interests Total Equity Balance at June 30, 2023 $ 3,708 $ 3,351 $ ( 3,437 ) $ 3,622 $ 8 $ 3,630 Comprehensive income (loss), net — 49 ( 67 ) ( 18 ) 1 ( 17 ) Dividends declared to parent — ( 34 ) — ( 34 ) — ( 34 ) Transfers to parent ( 550 ) — — ( 550 ) — ( 550 ) Balance at September 30, 2023 $ 3,158 $ 3,366 $ ( 3,504 ) $ 3,020 $ 9 $ 3,029 Additional Paid-in Capital Retained Earnings AOCL (1) Xerox Shareholder's Equity Non- controlling Interests Total Equity Balance at June 30, 2022 $ 3,630 $ 3,820 $ ( 3,330 ) $ 4,120 $ 9 $ 4,129 Comprehensive (loss) income, net — ( 383 ) ( 217 ) ( 600 ) 1 ( 599 ) Dividends declared to parent — ( 49 ) — ( 49 ) — ( 49 ) Transfers from parent 13 — — 13 — 13 Investment from noncontrolling interests — — — — 1 1 Balance at September 30, 2022 $ 3,643 $ 3,388 $ ( 3,547 ) $ 3,484 $ 11 $ 3,495 Additional Paid-in Capital Retained Earnings AOCL (1) Xerox Shareholder's Equity Non- controlling Interests Total Equity Balance at December 31, 2022 $ 3,693 $ 3,427 $ ( 3,537 ) $ 3,583 $ 10 $ 3,593 Comprehensive income, net — 59 33 92 1 93 Dividends declared to parent — ( 120 ) — ( 120 ) — ( 120 ) Transfers to parent ( 535 ) — — ( 535 ) — ( 535 ) Distributions to noncontrolling interests — — — — ( 2 ) ( 2 ) Balance at September 30, 2023 $ 3,158 $ 3,366 $ ( 3,504 ) $ 3,020 $ 9 $ 3,029 Additional Paid-in Capital Retained Earnings AOCL (1) Xerox Shareholder's Equity Non- controlling Interests Total Equity Balance at December 31, 2021 $ 3,202 $ 4,476 $ ( 2,988 ) $ 4,690 $ 7 $ 4,697 Comprehensive loss, net — ( 443 ) ( 559 ) ( 1,002 ) ( 1 ) ( 1,003 ) Dividends declared to parent — ( 645 ) — ( 645 ) — ( 645 ) Transfers from parent 441 — — 441 — 441 Investment from noncontrolling interests — — — — 6 6 Distributions to noncontrolling interests — — — — ( 1 ) ( 1 ) Balance at September 30, 2022 $ 3,643 $ 3,388 $ ( 3,547 ) $ 3,484 $ 11 $ 3,495 _____________ (1) Refer to Note 19 - Other Comprehensive (Loss) Income for the components of AOCL. Xerox 2023 Form 10-Q 42 Note 19 – Other Comprehensive (Loss) Income Other Comprehensive (Loss) Income is comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pre-tax Net of Tax Pre-tax Net of Tax Pre-tax Net of Tax Pre-tax Net of Tax Translation Adjustments (Losses) Gains $ ( 122 ) $ ( 122 ) $ ( 280 ) $ ( 277 ) $ 19 $ 19 $ ( 646 ) $ ( 636 ) Unrealized (Losses) Gains Changes in fair value of cash flow hedges losses ( 2 ) ( 2 ) ( 3 ) ( 3 ) ( 17 ) ( 15 ) ( 41 ) ( 32 ) Changes in cash flow hedges reclassed to earnings (1) 3 3 11 9 15 15 17 13 Net Unrealized Gains (Losses) 1 1 8 6 ( 2 ) — ( 24 ) ( 19 ) Defined Benefit Plans Gains (Losses) Net actuarial/prior service gains (losses) 31 23 ( 5 ) ( 4 ) 11 8 ( 61 ) ( 47 ) Prior service amortization (2) ( 2 ) ( 2 ) ( 3 ) ( 3 ) ( 6 ) ( 4 ) ( 10 ) ( 8 ) Actuarial loss amortization/settlement (2) 8 7 18 14 26 20 69 52 Other gains (losses) (3) 27 27 47 47 ( 10 ) ( 10 ) 99 99 Changes in Defined Benefit Plans Gains 64 55 57 54 21 14 97 96 Other Comprehensive (Loss) Income ( 57 ) ( 66 ) ( 215 ) ( 217 ) 38 33 ( 573 ) ( 559 ) Less: Other comprehensive income attributable to noncontrolling interests 1 1 — — — — — — Other Comprehensive (Loss) Income Attributable to Xerox Holdings/Xerox $ ( 58 ) $ ( 67 ) $ ( 215 ) $ ( 217 ) $ 38 $ 33 $ ( 573 ) $ ( 559 ) ____________ (1) Reclassified to Cost of sales - refer to Note 14 - Financial Instruments for additional information regarding our cash flow hedges. (2) Reclassified to Total Net Periodic Benefit Cost - refer to Note 16 - 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: September 30, 2023 December 31, 2022 Cumulative translation adjustments $ ( 2,218 ) $ ( 2,237 ) Other unrealized losses, net ( 4 ) ( 4 ) Benefit plans net actuarial losses and prior service credits ( 1,282 ) ( 1,296 ) Total Accumulated Other Comprehensive Loss Attributable to Xerox Holdings/Xerox $ ( 3,504 ) $ ( 3,537 ) Xerox 2023 Form 10-Q 43 Note 20 – Earnings (Loss) per Share (shares in thousands) The following table sets forth the computation of basic and diluted earnings (loss) per share of Xerox Holdings Corporation's common stock: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic Earnings (Loss) per Share Net Income (Loss) Attributable to Xerox Holdings $ 49 $ ( 383 ) $ 59 $ ( 443 ) Accrued dividends on preferred stock ( 4 ) ( 4 ) ( 11 ) ( 11 ) Adjusted Net income (loss) available to common shareholders $ 45 $ ( 387 ) $ 48 $ ( 454 ) Weighted average common shares outstanding 157,132 155,697 156,914 155,799 Basic Earnings (Loss) per Share $ 0.29 $ ( 2.48 ) $ 0.31 $ ( 2.91 ) Diluted Earnings (Loss) per Share Net Income (Loss) Attributable to Xerox Holdings $ 49 $ ( 383 ) $ 59 $ ( 443 ) Accrued dividends on preferred stock ( 4 ) ( 4 ) ( 11 ) ( 11 ) Adjusted Net income (loss) available to common shareholders $ 45 $ ( 387 ) $ 48 $ ( 454 ) Weighted average common shares outstanding 157,132 155,697 156,914 155,799 Common shares issuable with respect to: Stock options — — — — Restricted stock and performance shares 1,761 — 1,305 — Convertible preferred stock — — — — Adjusted weighted average common shares outstanding 158,893 155,697 158,219 155,799 Diluted Earnings (Loss) per Share $ 0.28 $ ( 2.48 ) $ 0.30 $ ( 2.91 ) 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: Stock options 245 598 245 598 Restricted stock and performance shares 5,233 5,222 5,688 5,222 Convertible preferred stock 6,742 6,742 6,742 6,742 Total Anti-Dilutive Securities 12,220 12,562 12,675 12,562 Dividends per Common Share $ 0.25 $ 0.25 $ 0.75 $ 0.75 Xerox 2023 Form 10-Q 44 Note 21 – Contingencies and Litigation Legal Matters 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. Brazil Contingencies Our Brazilian operations have received or been the subject of numerous governmental assessments related to indirect and other taxes. The 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: September 30, 2023 December 31, 2022 Tax contingency - unreserved $ 360 $ 340 Escrow cash deposits 23 36 Surety bonds 98 80 Letters of credit 32 63 Liens on Brazilian assets — — The increase in the unreserved portion of the tax contingency, inclusive of any related interest, was primarily due 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 for the periods presented. We routinely assess all these matters as to the 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. Litigation Miami Firefighters’ Relief & Pension Fund v. Icahn, et al.: On December 13, 2019, alleged shareholder Miami Firefighters’ Relief & Pension Fund (Miami Firefighters) filed a 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. Miami Firefighters alleges: 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). Miami Firefighters seeks 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 Xerox 2023 Form 10-Q 45 stock. This action was consolidated with a similar action brought by Steven J. Reynolds against the same parties in the same court. Miami Firefighters’ counsel has been designated as lead counsel in the consolidated action. Claims asserted against the Directors were later dismissed. In December 2021, the Xerox Holdings Board approved the formation of a Special Litigation Committee (SLC) to investigate and evaluate Miami Firefighters' claims and determine the course of action that would be in the best interests of the Company and its shareholders. The SLC concluded that the claims were without merit and pursuing them would not be in the best interest of Xerox or its shareholders. The SLC's request that those claims be dismissed is pending before a New York state appellate court. 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 (FM) in Rhode Island Superior Court, Providence County seeking insurance coverage for business interruption losses resulting from the coronavirus/COVID-19 pandemic. Xerox Holdings alleges that FM 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 FM incorrectly denied coverage for those losses. Xerox Holdings seeks full coverage of costs and losses under FM’s policy. 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 in abeyance as the Rhode Island Supreme Court prepares to hear another COVID-19 insurance coverage case against a FM affiliate with overlapping legal issues. Guarantees We have issued or provided approximately $ 246 of guarantees as of September 30, 2023 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 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. Xerox 2023 Form 10-Q 46