What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-23 · 129 added, 93 removed, 501 unchanged (31% of the section changed)

38 unchanged sentences

Other Information

None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

9 unchanged sentences

Bruno 59 President and Chief Operating Officer 2022 2022

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

Xavier Heiss 60 Executive Vice President, Chief Financial Officer 2020 2015

Suzan Morno-Wade 55 Executive Vice President, Chief Human Resources Officer 2018 2018

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

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

Shanker 62 Senior Vice President, Chief Technology Officer 2019 2019

Mirlanda Gecaj 49 Vice President, Chief Accounting Officer 2022 2022

Of the officers named above, Messrs.

Gueden and Heiss and Ms.

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

Flor Colón 60 Chief Legal Officer and Corporate Secretary 2024 2024

Jacques-Edouard Gueden 58 Chief Channel and Partner Officer 2024 2021

Xavier Heiss 61 Chief Financial Officer 2020 2015

Suzan Morno-Wade 56 Chief Human Resource Officer 2018 2018

Pastor 39 Chief Transformation and Administrative Officer 2024 2024 (1)

Mirlanda Gecaj 50 Chief Accounting Officer 2022 2022

(1) For additional information regarding Louis J.

Pastor's prior work experience at Xerox refer to his biography below.

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

Prior to joining Xerox, Mr.

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

Prior to his experience at Alight Solutions, Mr.

Bandrowczak was the president of Telecommunication Media and Technology at Sutherland Global Services for 6 months.

He previously served as the senior vice president for Global Business Services at Hewlett-Packard Enterprises for 4 years.

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

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

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

Bandrowczak held leadership positions at Alight Solutions, Sutherland Global Services and Hewlett-Packard Enterprises.

Bruno joined Xerox in 2022 as President and Chief Operating Officer, where he is responsible for the Print, Digital Services, and IT Services business units.

Prior to joining Xerox, Mr.

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

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

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

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

Prior to AON, Mr.

Bruno was President, Industry & Field Operations and Executive Vice President of Corporate Development for NCR Corporation.

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

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

In 2021, he was appointed Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer.

Prior to Xerox, Mr.

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

Prior to Icahn Enterprises, Mr.

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

Xerox 2022 Annual Report 152

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

Federal Government where she was leading Technology Transformation Services, overseeing technology and process design teams focused on transforming the way federal government agencies build, buy and use technology.

Colón joined Xerox in 1999 and was named Executive Vice President, Chief Legal Officer and Corporate Secretary in 2024, where she is responsible for Legal, Ethics and Compliance, and Environmental, Health, Safety and Sustainability (EHS&S).

Prior to that, Ms.

Collins Smee spent more than 25 years at IBM in a variety of global executive roles, including client sales, support and delivery of technical products and services.

Shanker joined Xerox as chief digital officer and the executive committee in January 2019 and was appointed senior vice president and chief technology officer in May 2019.

Prior to joining Xerox, Mr.

Shanker was chief digital and information officer for a start-up company focusing on disruptive nano materials and clean energy solutions where he continues to be a strategic advisor.

Previously, Mr.

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

Colón held various leadership positions within Xerox, most recently serving as Deputy General Counsel, Corporate Secretary and Chief Ethics Officer.

Gueden was named Executive Vice President and Chief Channel and Partner Officer in 2024.

In this role, he leads Xerox’s indirect business as head of Global Channels and Partner business.

Gueden has held various senior management roles during his more than 30-year career with Xerox, most recently as President of EMEA Operations beginning in 2021, where he led the company’s go-to-market teams in Europe, the Middle East, Africa and Eurasian countries to bring Xerox’s full portfolio of products, services and software to clients and partners.

Heiss was named Executive Vice President and Chief Financial Officer in 2021.

In his role, Mr.

Heiss oversees the company’s finance organization, including global corporate finance strategy, planning and analysis, order to cash, accounting, treasury, taxes, audit, enterprise risk management, Xerox Financial Services, and investor relations.

Prior to his current role, Mr.

Heiss served as Interim Chief Financial Officer beginning in September 2020.

Previously, he was the President of EMEA Operations, and Controller and Chief Financial Officer of Americas Operations.

During his more than 30-year career with Xerox, he has held various finance and sales management roles in Europe and the U.S.

Morno-Wade joined Xerox in 2016 and was named Executive Vice President and Chief Human Resources Officer in 2018.

She is responsible for human resources, payroll, security, internal communications, and philanthropy.

Prior to Xerox, Ms.

Morno-Wade was Vice President, Compensation, Benefits and HR Operations and Information Systems at Hess Corporation.

Xerox 2023 Annual Report 142

Pastor joined Xerox in 2024 as Executive Vice President and Chief Transformation and Administrative Officer.

Pastor is responsible for information technology, information security, real estate, the Xerox Reinvention Office, and Xerox’s Global Business Services organization.

Pastor previously served as Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer for Xerox until April 2023, after first joining the company in October 2018 as Executive Vice President and General Counsel.

Gecaj joined Xerox in 2022 as Vice President and Chief Accounting Officer.

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

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

Prior to this appointment, Ms.

Gecaj spent five years at Element Solutions Inc., where, she most recently served as Vice President, Global Shared Service Strategy.

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

Executive Compensation

11 unchanged sentences

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

▪ Xerox Holdings Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2022 ;

▪ Xerox Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2022 ;

▪ Xerox Holdings Corporation Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended December 31, 2022 ;

▪ Xerox Corporation Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended December 31, 2022 ;

▪ Xerox Holdings Corporation Consolidated Statements of Income (Loss) for each of the years in the three-year period ended December 31, 2023 ;

▪ Xerox Corporation Consolidated Statements of Income (Loss) for each of the years in the three-year period ended December 31, 2023 ;

▪ Xerox Holdings Corporation Consolidated Statements of Comprehensive Loss for each of the three years in the period ended December 31, 2023 ;

▪ Xerox Corporation Consolidated Statements of Comprehensive Loss for each of the three years in the period ended December 31, 2023 ;

▪ Xerox Holdings Corporation Consolidated Balance Sheets as of December 31, 2023 and 2022 ;

43 unchanged sentences

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

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

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

Xerox 2023 Annual Report 145

30 unchanged sentences

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

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

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

Xerox 2023 Annual Report 146

6 unchanged sentences

See SEC File Number 001-04471.

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

Incorporated by reference to Exhibit 3.2 to Xerox Holdings Corporation's Current Report on Form on Form 8-K dated July 31, 2019.

Restated Certificate of Incorporation of Xerox Holdings Corporation filed with the Department of State of New York on May 19, 2022.

Incorporated by reference to Exhibit 3.2 to Xerox Holdings Corporation's Quarterly Report on Form 10-Q dated May 19, 2022.

See SEC File Number 001-39013.

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

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

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

Second Amended and Restated By-Laws of Xerox Corporation dated February 5, 2024.

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

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

See SEC File Number 001-39013.

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

Morgan Chase Bank.

N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Mizuho Bank, Ltd.

and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Bookrunners.

Incorporated by reference to Exhibit 4(b) to Xerox Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.

See SEC File Number 001-04471.

Amendment No.

1 to Credit Agreement, dated as of February 15, 2018, among Xerox Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent.

Incorporated by reference to Exhibit 10.1 to Xerox Corporation’s Current Report on Form 8-K dated February 20, 2018.

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

See SEC File Number 001-39013.

Amendment No.

2 to Credit Agreement, dated as of July 31, 2019, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent.

Incorporated by reference to Exhibit 4.0 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

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

Amendment No.

3 to Credit Agreement, dated as of July 31, 2020, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent.

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation's and Xerox Corporation’s combined Current Report on Form 8-K dated August 3, 2020.

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

4(b) [Reserved]

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

6 unchanged sentences

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

Xerox 2022 Annual Report 157

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

15 unchanged sentences

001-39013 and 001-04471.

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

Incorporated by reference to Exhibit 10(b) to Xerox Corporation's Current Report on Form 8-K dated April 17, 2019.

See SEC File Number 001-04471.

*10(b) [Reserved]

Xerox 2023 Annual Report 147

Compensation Plan Agreement, dated as of July 31, 2019 between Xerox Corporation and Xerox Holdings Corporation.

21 unchanged sentences

001-39013 and 001-04471.

Xerox 2022 Annual Report 158

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

25 unchanged sentences

001-39013 and 001-04471.

Xerox 2023 Annual Report 148

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

29 unchanged sentences

See SEC File Number 001-04471.

Xerox 2022 Annual Report 159

Amendment No.

27 unchanged sentences

See SEC File No.

Xerox 2023 Annual Report 149

Form of Performance Share Unit (“PSU”) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

22 unchanged sentences

001-39013 and 001-04471.

Xerox 2022 Annual Report 160

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

16 unchanged sentences

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

Xerox 2023 Annual Report 150

Form of Omnibus Award Agreement under XHCPIP:

30 unchanged sentences

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

Xerox 2022 Annual Report 161

Form of Omnibus Award Agreement under XHCPIP:

15 unchanged sentences

Management Incentive Plan for 2021.

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

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

See SEC File Number 001-39013.

Xerox 2023 Annual Report 151

Performance Elements for 2021 Executive Long-Term Incentive Program.

5 unchanged sentences

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

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

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

See SEC File Number 001-39013.

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

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

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

See SEC File Number 001-39013.

3 unchanged sentences

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

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

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

See SEC File Number 001-39013.

Management Incentive Plan for 2022.

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

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

See SEC File Number 001-39013.

Performance Elements for 2022 Executive Long-Term Incentive Program.

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

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

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(23) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(24) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

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

Xerox 2022 Annual Report 162

Incorporated by reference to Exhibit 10(f)(25) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(26) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(27) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(28) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

Xerox 2023 Annual Report 152

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

Incorporated by reference to Exhibit 10(f)(29) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(30) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

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

Incorporated by reference to Exhibit 10(f)(31) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

Management Incentive Plan for 2023

Incorporated by reference to Exhibit 10(f)(32) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

Management Incentive Plan for 2022 Performance Report

Incorporated by reference to Exhibit 10(f)(33) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

Performance Elements for 2023 Executive Long-Term Incentive Program

Incorporated by reference to Exhibit 10(f)(34) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

Performance Elements for 2024 Executive Long-Term Incentive Program

Management Incentive Plan for 2023 Performance

Management Incentive Plan for 2024

Form of 2023 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024.

Form of 2023 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024.

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024.

Form of 2024 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024.

Form of 2024 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024.

Form of 2024 E-LTIP Performance Stock Unit Award Agreement .

Form of 2024 XSIP Restricted Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024.

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

11 unchanged sentences

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

Xerox 2023 Annual Report 153

Separation and Consulting Services Agreement, by and between the Company and Louie Pastor, dated April 18, 2023.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated April 21, 2023.

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

Termination of Consulting Services, dated December 29, 2023, by and between Xerox Holdings Corporation and Louie Pastor .

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023.

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

Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor.

Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023.

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

Form of Change in Control Severance Agreement, effective January 1, 2024, as approved by the Compensation Committee of the Board of Directors of Xerox Holdings Corporation .

Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023.

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

Form of Indemnification Agreement.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q dated November 2, 2022.

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

Credit Agreement, dated as of November 17, 2023, by and among XEROX CORPORATION, a New York corporation, XEROX HOLDINGS CORPORATION, a New York corporation, and each other Guarantor party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent.

Incorporated by reference to Exhibit 10.1 to Xerox Holding Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated November 17, 2023.

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

Credit Agreement, dated as of July 7, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent.

Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated July 13, 2022.

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

Credit Agreement, dated May 22, 2023, by and among Xerox Corporation, a New York Corporation, Xerox Holdings Corporation, a New York corporation, and each other Guarantor party thereto, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and collateral agent.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated May 23, 2023.

See SEC File Number 001-39013.

Purchase Agreement dated September 28, 2023 by and between the Company and the Icahn Parties.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated September 28, 2023.

See SEC File Number 001-39013.

Company Code of Ethics

Company Insider Trading Policy

Subsidiaries of Registrant.

5 unchanged sentences

Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

Xerox 2023 Annual Report 154

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

2 unchanged sentences

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

Company Clawback Policy

101.INS Inline XBRL Instance Document

6 unchanged sentences

* Indicates a management contract or compensatory plan or arrangement.

Xerox 2022 Annual Report 163

Form 10-K Summary

18 unchanged sentences

Mirlanda Gecaj

/S/ J AMES L.

S COTT L ETIER

Chairman and Director

/S/ J OSEPH J.

/S/ P HILIP G IORDONO

Philip Giordano

S COTT L ETIER

/S/ J ESSE A.

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ S TEVEN D.

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

19 unchanged sentences

Mirlanda Gecaj

/S/ J AMES L.

S COTT L ETIER

Chairman and Director

/S/ J OSEPH J.

/S/ P HILIP G IORDONO

Philip Giordano

S COTT L ETIER

/S/ J ESSE A.

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ S TEVEN D.

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures