Xerox Holdings Corp 10-Q

ITEM 1 — FINANCIAL STATEMENTS XEROX HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per-share data) 2024 2023 2024 2023 Revenues Sales $ 588 $ 644 $ 1,722 $ 1,999 Services, maintenance and rentals 902 962 2,768 2,975 Financing 38 46 118 147 Total Revenues 1,528 1,652 4,608 5,121 Costs and Expenses Cost of sales 390 435 1,117 1,312 Cost of services, maintenance and rentals 617 651 1,951 1,987 Cost of financing 26 30 82 100 Research, development and engineering expenses 45 52 144 173 Selling, administrative and general expenses 370 416 1,160 1,256 Goodwill impairment 1,058 — 1,058 — Restructuring and related costs, net 56 10 107 35 Amortization of intangible assets 10 12 30 33 Divestitures — — 51 — PARC Donation — — — 132 Other expenses, net 43 ( 18 ) 120 33 Total Costs and Expenses 2,615 1,588 5,820 5,061 (Loss) Income before Income Taxes ( 1,087 ) 64 ( 1,212 ) 60 Income tax expense 118 15 88 1 Net (Loss) Income ( 1,205 ) 49 ( 1,300 ) 59 Less: Preferred stock dividends, net ( 4 ) ( 4 ) ( 11 ) ( 11 ) Net (Loss) Income Attributable to Common Shareholders $ ( 1,209 ) $ 45 $ ( 1,311 ) $ 48 Basic (Loss) Earnings per Share $ ( 9.71 ) $ 0.29 $ ( 10.55 ) $ 0.31 Diluted (Loss) Earnings per Share $ ( 9.71 ) $ 0.28 $ ( 10.55 ) $ 0.30 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2024 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) 2024 2023 2024 2023 Net (Loss) Income $ ( 1,205 ) $ 49 $ ( 1,300 ) $ 59 Other Comprehensive Income (Loss), Net (1) Translation adjustments, net 192 ( 123 ) 140 19 Unrealized gains, net 5 1 4 — Changes in defined benefit plans, net ( 24 ) 55 18 14 Other Comprehensive Income (Loss), Net 173 ( 67 ) 162 33 Comprehensive (Loss) Income, Net $ ( 1,032 ) $ ( 18 ) $ ( 1,138 ) $ 92 _____________ (1) Refer to Note 19 - Other Comprehensive Income (Loss) for gross components of Other comprehensive income (loss), 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 2024 Form 10-Q 4 XEROX HOLDINGS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except share data in thousands) September 30, 2024 December 31, 2023 Assets Cash and cash equivalents $ 521 $ 519 Accounts receivable (net of allowance of $ 71 and $ 64 , respectively) 821 850 Billed portion of finance receivables (net of allowance of $ 3 and $ 4 , respectively) 50 71 Finance receivables, net 664 842 Inventories 732 661 Other current assets 223 234 Total current assets 3,011 3,177 Finance receivables due after one year (net of allowance of $ 68 and $ 88 , respectively) 1,275 1,597 Equipment on operating leases, net 255 265 Land, buildings and equipment, net 225 266 Intangible assets, net 149 177 Goodwill, net 1,709 2,747 Deferred tax assets 635 745 Other long-term assets 1,063 1,034 Total Assets $ 8,322 $ 10,008 Liabilities and Equity Short-term debt and current portion of long-term debt $ 519 $ 567 Accounts payable 895 1,044 Accrued compensation and benefits costs 227 306 Accrued expenses and other current liabilities 752 862 Total current liabilities 2,393 2,779 Long-term debt 2,752 2,710 Pension and other benefit liabilities 1,126 1,216 Post-retirement medical benefits 166 171 Other long-term liabilities 354 360 Total Liabilities 6,791 7,236 Commitments and Contingencies (See Note 21) Noncontrolling Interests 10 10 Convertible Preferred Stock 214 214 Common stock 124 123 Additional paid-in capital 1,123 1,114 Retained earnings 3,570 4,977 Accumulated other comprehensive loss ( 3,514 ) ( 3,676 ) Xerox Holdings shareholders’ equity 1,303 2,538 Noncontrolling interests 4 10 Total Equity 1,307 2,548 Total Liabilities and Equity $ 8,322 $ 10,008 Shares of Common Stock Issued and Outstanding 124,363 123,144 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2024 Form 10-Q 5 XEROX HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in millions) 2024 2023 Cash Flows from Operating Activities Net (Loss) Income $ ( 1,300 ) $ 59 Adjustments to reconcile Net (loss) income to Net cash provided by operating activities Depreciation and amortization 177 189 Provisions 92 37 Net gain on sales of businesses and assets ( 3 ) ( 37 ) Divestitures 51 — PARC Donation — 132 Stock-based compensation 38 40 Goodwill impairment 1,058 — Restructuring and asset impairment charges 80 25 Payments for restructurings ( 58 ) ( 23 ) Non-service retirement-related costs 74 14 Contributions to retirement plans ( 114 ) ( 75 ) Decrease (increase) in accounts receivable and billed portion of finance receivables 18 ( 47 ) (Increase) decrease in inventories ( 136 ) 50 Increase in equipment on operating leases ( 78 ) ( 109 ) Decrease in finance receivables 496 490 Decrease (increase) in other current and long-term assets 16 ( 8 ) Decrease in accounts payable ( 143 ) ( 290 ) (Decrease) increase in accrued compensation ( 78 ) 16 Decrease in other current and long-term liabilities ( 83 ) ( 159 ) Net change in income tax assets and liabilities 44 ( 24 ) Net change in derivative assets and liabilities 9 16 Other operating, net — 1 Net cash provided by operating activities 160 297 Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 27 ) ( 27 ) Proceeds from sales of businesses and assets 27 40 Acquisitions, net of cash acquired — ( 7 ) Other investing, net ( 26 ) ( 3 ) Net cash (used in) provided by investing activities ( 26 ) 3 Cash Flows from Financing Activities Net proceeds from short-term debt — 220 Proceeds from issuance of long-term debt 906 646 Payments on long-term debt ( 913 ) ( 997 ) Purchases of capped calls ( 23 ) — Dividends ( 107 ) ( 131 ) Payments to acquire treasury stock, including fees ( 3 ) ( 544 ) Other financing, net ( 9 ) ( 13 ) Net cash used in financing activities ( 149 ) ( 819 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 12 ) ( 3 ) Decrease in cash, cash equivalents and restricted cash ( 27 ) ( 522 ) Cash, cash equivalents and restricted cash at beginning of period 617 1,139 Cash, Cash Equivalents and Restricted Cash at End of Period $ 590 $ 617 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2024 Form 10-Q 6 XEROX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Revenues Sales $ 588 $ 644 $ 1,722 $ 1,999 Services, maintenance and rentals 902 962 2,768 2,975 Financing 38 46 118 147 Total Revenues 1,528 1,652 4,608 5,121 Costs and Expenses Cost of sales 390 435 1,117 1,312 Cost of services, maintenance and rentals 617 651 1,951 1,987 Cost of financing 26 30 82 100 Research, development and engineering expenses 45 52 144 173 Selling, administrative and general expenses 369 416 1,158 1,256 Goodwill impairment 1,058 — 1,058 — Restructuring and related costs, net 56 10 107 35 Amortization of intangible assets 10 12 30 33 Divestitures — — 51 — PARC donation — — — 132 Other expenses, net 43 ( 18 ) 120 33 Total Costs and Expenses 2,614 1,588 5,818 5,061 (Loss) Income before Income Taxes ( 1,086 ) 64 ( 1,210 ) 60 Income tax expense 118 15 88 1 Net (Loss) Income $ ( 1,204 ) $ 49 $ ( 1,298 ) $ 59 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2024 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) 2024 2023 2024 2023 Net (Loss) Income $ ( 1,204 ) $ 49 $ ( 1,298 ) $ 59 Other Comprehensive Income (Loss), Net (1) Translation adjustments, net 192 ( 123 ) 140 19 Unrealized gains, net 5 1 4 — Changes in defined benefit plans, net ( 24 ) 55 18 14 Other Comprehensive Income (Loss), Net 173 ( 67 ) 162 33 Comprehensive (Loss) Income, Net $ ( 1,031 ) $ ( 18 ) $ ( 1,136 ) $ 92 _____________ (1) Refer to Note 19 - Other Comprehensive Income (Loss) for gross components of Other comprehensive income (loss), 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 2024 Form 10-Q 8 XEROX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions) September 30, 2024 December 31, 2023 Assets Cash and cash equivalents $ 521 $ 519 Accounts receivable (net of allowance of $ 71 and $ 64 , respectively) 821 850 Billed portion of finance receivables (net of allowance of $ 3 and $ 4 , respectively) 50 71 Finance receivables, net 664 842 Inventories 732 661 Other current assets 223 234 Total current assets 3,011 3,177 Finance receivables due after one year (net of allowance of $ 68 and $ 88 , respectively) 1,275 1,597 Equipment on operating leases, net 255 265 Land, buildings and equipment, net 225 266 Intangible assets, net 149 177 Goodwill, net 1,709 2,747 Deferred tax assets 635 745 Other long-term assets 1,023 1,008 Total Assets $ 8,282 $ 9,982 Liabilities and Equity Short-term debt and current portion of long-term debt $ 131 $ 567 Short-term related party debt 388 — Accounts payable 895 1,044 Accrued compensation and benefits costs 227 306 Accrued expenses and other current liabilities 709 820 Total current liabilities 2,350 2,737 Long-term debt 1,119 1,213 Long-term related party debt 1,633 1,497 Pension and other benefit liabilities 1,126 1,216 Post-retirement medical benefits 166 171 Other long-term liabilities 354 360 Total Liabilities 6,748 7,194 Commitments and Contingencies (See Note 21) Noncontrolling Interests 10 10 Additional paid-in capital 3,477 3,485 Retained earnings 1,557 2,959 Accumulated other comprehensive loss ( 3,514 ) ( 3,676 ) Xerox shareholder's equity 1,520 2,768 Noncontrolling interests 4 10 Total Equity 1,524 2,778 Total Liabilities and Equity $ 8,282 $ 9,982 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2024 Form 10-Q 9 XEROX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in millions) 2024 2023 Cash Flows from Operating Activities Net (Loss) Income $ ( 1,298 ) $ 59 Adjustments to reconcile Net (loss) income to Net cash provided by operating activities Depreciation and amortization 177 189 Provisions 92 37 Net gain on sales of businesses and assets ( 3 ) ( 37 ) Divestitures 51 — PARC Donation — 132 Stock-based compensation 38 40 Goodwill impairment 1,058 — Restructuring and asset impairment charges 80 25 Payments for restructurings ( 58 ) ( 23 ) Non-service retirement-related costs 74 14 Contributions to retirement plans ( 114 ) ( 75 ) Decrease (increase) in accounts receivable and billed portion of finance receivables 18 ( 47 ) (Increase) decrease in inventories ( 136 ) 50 Increase in equipment on operating leases ( 78 ) ( 109 ) Decrease in finance receivables 496 490 Decrease (increase) in other current and long-term assets 14 ( 8 ) Decrease in accounts payable ( 143 ) ( 290 ) (Decrease) increase in accrued compensation ( 78 ) 16 Decrease in other current and long-term liabilities ( 83 ) ( 159 ) Net change in income tax assets and liabilities 44 ( 24 ) Net change in derivative assets and liabilities 9 16 Other operating, net — 1 Net cash provided by operating activities 160 297 Cash Flows from Investing Activities Cost of additions to land, buildings, equipment and software ( 27 ) ( 27 ) Proceeds from sales of businesses and assets 27 40 Acquisitions, net of cash acquired — ( 7 ) Other investing, net ( 10 ) — Net cash (used in) provided by investing activities ( 10 ) 6 Cash Flows from Financing Activities Net proceeds from short-term debt — 220 Proceeds from issuance of long-term debt 906 646 Payments on long-term debt ( 913 ) ( 997 ) Distributions to parent ( 159 ) ( 685 ) Other financing, net 1 ( 6 ) Net cash used in financing activities ( 165 ) ( 822 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 12 ) ( 3 ) Decrease in cash, cash equivalents and restricted cash ( 27 ) ( 522 ) Cash, cash equivalents and restricted cash at beginning of period 617 1,139 Cash, Cash Equivalents and Restricted Cash at End of Period $ 590 $ 617 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. Xerox 2024 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 2023 Annual Report on Form 10-K (2023 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 2023 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 “(Loss) Income before Income Taxes” as “pre-tax (loss) income”. Certain reclassifications have been made to the amounts for prior years in order to conform to the current year's presentation. Notes to the Condensed Consolidated Financial Statements reflect the activity for both Xerox Holdings and Xerox for all periods presented, unless otherwise noted. Goodwill Quantitative Impairment Evaluation 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. During the third quarter 2024, we identified events and conditions that required a quantitative assessment of Goodwill, as operating results for the quarter, as well as updated forecasts for the full year, were below previous forecasts. In addition, during 2024, the Company experienced a decline in its stock price and market capitalization, which became significant and sustained during the third quarter. After completing our quantitative impairment test, we concluded that the estimated fair value of the Print and Other reporting unit (the only reporting unit with Goodwill) had declined below its carrying value and we recognized an after-tax non-cash impairment charge of $ 1,015 ($ 1,058 pre-tax) related to our Goodwill in the third quarter 2024. The estimated fair value of the Print and Other reporting unit is based on estimates and assumptions that are considered Level 3 inputs under the fair value hierarchy. If the Company's future performance varies from current expectations, assumptions, or estimates, including those assumptions relating to interest rates, inflationary pressure on product and labor costs, execution of Reinvention, and geopolitical uncertainty, 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 2024 including updates to our forecasts as well as our market capitalization, and an update of our assessment and related estimates may be required in the future. Xerox 2024 Form 10-Q 11 Valuation Allowance We record the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and the amounts reported, as well as net operating loss and tax credit carryforwards. Deferred tax assets are assessed for realizability and, in each of the tax jurisdictions in which we operate, a valuation allowance is recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future. We apply judgment in assessing the realizability of these deferred tax assets and the need for any valuation allowances. In determining the amount of deferred tax assets that are more-likely-than-not to be realized, we considered objective evidence including historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. Due to the lower-than-expected actual results for the third quarter 2024 combined with the lower-than-expected forecast for full year results, a valuation allowance of approximately $ 161 was recorded, primarily related to certain deferred tax assets in a non-U.S. tax jurisdiction, as we concluded that it is more-likely-than-not that those deferred tax assets will not be realized in the ordinary course of operations. This assessment was based on the available positive and negative evidence at September 30, 2024, including scheduling of deferred tax liabilities and projected income from operating activities. As of September 30, 2024, our total deferred tax asset balance was $ 635 , which is net of total valuation allowances of $ 491 . The amount of the net deferred tax assets considered realizable, however, could change in the near term if additional objective information becomes available in the future including if income or income tax rates are higher or lower than currently estimated, or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences. Xerox 2024 Form 10-Q 12 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 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. Segment Disclosures In November 2023, the FASB issued ASU 2023-07 , Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The update will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within segment profit and loss. The amendments are effective for the Company's annual periods beginning January 1, 2024, and interim periods beginning January 1, 2025, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements. Since this ASU only requires additional disclosures, adoption of this ASU will not have an impact on the company’s financial condition, results of operations or cash flows. Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. We are currently evaluating the impact of the adoption of this standard to determine its impact on the Company's disclosures. Accounting Standard Updates Recently Adopted: Liabilities In September 2022, the FASB issued ASU 2022-04 , Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations that requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The new standard’s requirements to disclose the key terms of the programs and information about obligations outstanding were effective for our fiscal year beginning on January 1, 2023, and the requirement to disclose a rollforward of obligations outstanding is effective for our annual reporting for the fiscal year beginning on January 1, 2024. Refer to Note 12 - Supplementary Financial Information for the required disclosures. Xerox 2024 Form 10-Q 13 Other Updates In 2024, 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. • Compensation - Stock Compensation: ASU 2024-01 , Compensation - Stock Compensation (Topic 718) - Scope Applications of Profits Interest and Similar Awards. This update is effective for the annual period beginning after December 15, 2024, as well as interim periods within that period, with early adoption permitted. • Codification Improvements: ASU 2024-02 , Codification Improvements - Amendments to Remove References to the Concepts Statements. This update is effective for our fiscal year beginning after December 15, 2024. 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, 2024 2023 2024 2023 Primary geographical markets (1) : United States $ 861 $ 933 $ 2,544 $ 2,862 Europe 440 457 1,352 1,428 Canada 117 130 364 410 Other 110 132 348 421 Total Revenues $ 1,528 $ 1,652 $ 4,608 $ 5,121 Major product and services lines: Equipment $ 339 $ 386 $ 985 $ 1,197 Supplies, paper and other sales (2) 249 258 737 802 Maintenance agreements (3) 370 395 1,145 1,223 Service arrangements (4) 454 482 1,394 1,476 Rental and other 78 85 229 276 Financing 38 46 118 147 Total Revenues $ 1,528 $ 1,652 $ 4,608 $ 5,121 Sales channels: Direct equipment lease (5) $ 195 $ 216 $ 520 $ 691 Distributors & resellers (6) 240 240 699 761 Customer direct 153 188 503 547 Total Sales $ 588 $ 644 $ 1,722 $ 1,999 _____________ (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 $ 119 and $ 132 at September 30, 2024 and December 31, 2023, respectively. The majority of the balance at September 30, 2024 will be amortized to revenue over the next 30 months. Xerox 2024 Form 10-Q 14 Contract Costs: We incur the following contract costs as part of our revenue arrangements: • Incremental direct costs of obtaining a contract, which are primarily 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 to Selling Expenses on a straight-line basis over the estimated contract term, which is currently estimated to be approximately four years . We pay commensurate sales commissions upon customer renewals; therefore, our amortization period is aligned to our initial contract term. • Contract fulfillment costs, which are costs incurred for resources and assets that will be used to satisfy our future performance obligations included in our service arrangements. These costs are amortized over the contractual service period of the arrangement to cost of services. • Contract inducements, which are capitalized and amortized as a reduction of revenue over the term of the contract. Changes in contract costs, net are as follows: 2024 2023 Balance at January 1st, $ 136 $ 135 Customer contract costs deferred 15 16 Amortization of customer contract costs ( 16 ) ( 16 ) Other (1) ( 1 ) ( 1 ) Balance at March 31st, $ 134 $ 134 Customer contract costs deferred 13 18 Amortization of customer contract costs ( 16 ) ( 18 ) Balance at June 30th, $ 131 $ 134 Customer contract costs deferred 17 16 Amortization of customer contract costs ( 16 ) ( 17 ) Other (1) 1 — Balance at September 30th, $ 133 $ 133 _____________ (1) Includes currency. 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 2024 Form 10-Q 15 Note 4 – Segment Reporting Our reportable segments - Print and Other , and Xerox Financial Services (XFS) – are aligned to how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), allocates resources and assesses performance against the Company’s key growth strategies and are consistent with how we manage the business and view the markets we serve. 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 Digital and 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 XFS 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 XFS segment provides global leasing solutions and currently offers leasing 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. Selected financial information for our reportable segments was as follows: Three Months Ended September 30, 2024 2023 Print and Other XFS Total Print and Other XFS Total External revenue $ 1,440 $ 88 $ 1,528 $ 1,554 $ 98 $ 1,652 Intersegment revenue (1) 17 — 17 21 — 21 Total Segment revenue $ 1,457 $ 88 $ 1,545 $ 1,575 $ 98 $ 1,673 Segment profit $ 67 $ 13 $ 80 $ 64 $ 4 $ 68 Segment margin (2) 4.7 % 14.8 % 5.2 % 4.1 % 4.1 % 4.1 % Depreciation and amortization $ 49 $ — $ 49 $ 51 $ — $ 51 Interest income — 38 38 — 46 46 Interest expense — 26 26 — 30 30 Xerox 2024 Form 10-Q 16 Nine Months Ended September 30, 2024 2023 Print and Other XFS Total Print and Other XFS Total External revenue $ 4,340 $ 268 $ 4,608 $ 4,820 $ 301 $ 5,121 Intersegment revenue (1) 55 — 55 65 — 65 Total Segment revenue $ 4,395 $ 268 $ 4,663 $ 4,885 $ 301 $ 5,186 Segment profit $ 181 $ 17 $ 198 $ 271 $ 22 $ 293 Segment margin (2) 4.2 % 6.3 % 4.3 % 5.6 % 7.3 % 5.7 % Depreciation and amortization $ 147 $ — $ 147 $ 156 $ — $ 156 Interest income — 118 118 — 147 147 Interest expense — 82 82 — 100 100 _____________ (1) Intersegment revenue is primarily commissions and other payments made by the XFS Segment to the Print and Other Segment for the lease of Xerox equipment placements. (2) Segment margin based on External revenue only. Selected financial information for our reportable segments was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Pre-tax Income (Loss) Total reported segments $ 80 $ 68 $ 198 $ 293 Goodwill impairment (1) ( 1,058 ) — ( 1,058 ) — Restructuring and related costs, net ( 56 ) ( 10 ) ( 107 ) ( 35 ) Amortization of intangible assets ( 10 ) ( 12 ) ( 30 ) ( 33 ) Divestiture — — ( 51 ) — PARC donation — — — ( 132 ) Inventory-related impact - exit of certain production print manufacturing operations (2) — — ( 44 ) — Other expenses, net ( 43 ) 18 ( 120 ) ( 33 ) Total Pre-tax income (loss) $ ( 1,087 ) $ 64 $ ( 1,212 ) $ 60 Depreciation and Amortization Total reported segments $ 49 $ 51 $ 147 $ 156 Amortization of intangible assets 10 12 30 33 Total Depreciation and amortization $ 59 $ 63 $ 177 $ 189 Interest Expense Total reported segments $ 26 $ 30 $ 82 $ 100 Corporate 31 14 88 40 Total Interest expense $ 57 $ 44 $ 170 $ 140 Interest Income Total reported segments $ 38 $ 46 $ 118 $ 147 Corporate 3 3 10 12 Total Interest income $ 41 $ 49 $ 128 $ 159 _____________ (1) During the third quarter 2024 we recognized an after-tax non-cash impairment charge of $ 1,015 ($ 1,058 pre-tax) related to our Print and Other reporting unit. Refer to Note 1 - Basis of Presentation for additional information. (2) Reflects the reduction of inventory of approximately $ 0 and $ 38 and the cancellation of related purchase contracts of approximately $ 0 and $ 6 , as a result of the exit of certain production print manufacturing operations during the three and nine months ended September 30, 2024, respectively. Xerox 2024 Form 10-Q 17 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) 2024 2023 2024 2023 Revenue from sales type leases Sales $ 195 $ 216 $ 520 $ 691 Interest income on lease receivables Financing 38 46 118 147 Lease income - operating leases Services, maintenance and rentals 41 40 126 120 Variable lease income Services, maintenance and rentals 9 9 32 42 Total Lease income $ 283 $ 311 $ 796 $ 1,000 Profit at lease commencement on sales-type leases was estimated to be $ 56 and $ 79 for the three months ended September 30, 2024 and 2023, respectively, and $ 163 and $ 247 for the nine months ended September 30, 2024 and 2023, respectively. Note 6 – Divestitures Sales of Argentina and Chile In March 2024, Xerox completed the sales of its direct business operations in Argentina and Chile to Grupo Datco, a technologies and fiber optic network service provider in Latin America for a total consideration of $ 19 . Following the transfer of ownership, the new companies will operate as independent entities and Grupo Datco will continue to service Xerox devices previously sold in Argentina and Chile and will become the exclusive partner for Xerox in these markets. This transaction aligns with the Company's ongoing Reinvention. The sales resulted in a net disposal loss of $ 51 , which includes, a net currency translation loss of $ 40 , allocated Goodwill of $ 10 , the carrying value of the net assets of $ 18 , and related fees of $ 2 . During the second quarter of 2024 we recorded a purchase price adjustment credit of $ 3 . The allocation of Goodwill was based on the relative fair value of the operations in Argentina and Chile to the total fair value for the Print and Other Segment Reporting Unit, which it was part of prior to the sales. The estimated fair values of the operations in Argentina and Chile 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 $ 19 related to the sales, for a net after-tax loss on the sales of $ 32 . The sales of the Argentina and Chile subsidiaries are not expected to materially impact current estimates of future projections with respect to results of operations or cash flows of the Company. Xerox 2024 Form 10-Q 18 Note 7 – Accounts Receivable, Net Accounts receivable, net were as follows: September 30, 2024 December 31, 2023 Invoiced $ 701 $ 710 Accrued (1) 191 204 Allowance for doubtful accounts ( 71 ) ( 64 ) Accounts receivable, net $ 821 $ 850 _____________ (1) Accrued receivables include amounts to be invoiced in the subsequent quarter for current services provided. The allowance for doubtful accounts was as follows: 2024 2023 Balance at January 1 st $ 64 $ 52 Provision 6 3 Charge-offs ( 3 ) ( 5 ) Recoveries and other (1) ( 2 ) 3 Balance at March 31 st $ 65 $ 53 Provision 5 6 Charge-offs ( 3 ) ( 3 ) Recoveries and other (1) ( 1 ) 2 Balance at June 30 th $ 66 $ 58 Provision 8 5 Charge-offs ( 5 ) ( 4 ) Recoveries and other (1) 2 2 Balance at September 30 th $ 71 $ 61 _____________ (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 doubtful 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 8.0 % at September 30, 2024 and 7.0 % at December 31, 2023. Accounts Receivable Sales Arrangements 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. Accounts receivable sales activity was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Accounts receivable sales (1) $ 117 $ 103 $ 314 $ 277 ____________ (1) Losses on sales were not material. Xerox 2024 Form 10-Q 19 Note 8 – Finance Receivables, Net Finance receivables include sales-type leases and installment loans arising from the marketing of our equipment. These receivables are typically collateralized by a security interest in the underlying assets. Finance receivables, net were as follows: September 30, 2024 December 31, 2023 Gross receivables $ 2,289 $ 2,899 Unearned income ( 229 ) ( 297 ) Subtotal 2,060 2,602 Residual values — — Allowance for doubtful accounts ( 71 ) ( 92 ) Finance receivables, net 1,989 2,510 Less: Billed portion of finance receivables, net 50 71 Less: Current portion of finance receivables not billed, net 664 842 Finance receivables due after one year, net $ 1,275 $ 1,597 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 doubtful 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 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 3.4 % at September 30, 2024 and 3.5 % at December 31, 2023. Our allowance for doubtful credit losses is effectively determined by geography. The risk characteristics in our finance receivable portfolio segments are generally consistent with the risk factors associated with the economies of the countries/regions included in those geographies. Since EMEA is comprised of various countries and regional economies, the risk profile within that portfolio segment is somewhat more diversified due to the varying economic conditions among and within the countries. 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. Xerox 2024 Form 10-Q 20 The allowance for doubtful credit losses as well as the related investment in finance receivables were as follows: United States Canada EMEA Total Balance at December 31, 2023 $ 58 $ 7 $ 27 $ 92 Provision ( 3 ) 5 6 8 Charge-offs ( 7 ) ( 1 ) ( 4 ) ( 12 ) Recoveries and other (1) 1 — ( 1 ) — Balance at March 31, 2024 $ 49 $ 11 $ 28 $ 88 Provision — 1 4 5 Charge-offs ( 6 ) ( 5 ) ( 3 ) ( 14 ) Recoveries and other (2) — — — — Balance at June 30, 2024 $ 43 $ 7 $ 29 $ 79 Provision ( 5 ) 5 1 1 Charge-offs ( 6 ) ( 1 ) ( 4 ) ( 11 ) Recoveries and other (2) — 1 1 2 Balance at September 30, 2024 $ 32 $ 12 $ 27 $ 71 Balance at December 31, 2022 $ 83 $ 7 $ 27 $ 117 Provision ( 15 ) — 3 ( 12 ) Charge-offs ( 5 ) — ( 2 ) ( 7 ) Recoveries and other (1) 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 Finance receivables collectively evaluated for impairment September 30, 2024 (2) $ 815 $ 238 $ 1,007 $ 2,060 September 30, 2023 (2) $ 1,343 $ 244 $ 1,103 $ 2,690 _____________ (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. (2) Total Finance receivables exclude the allowance for credit losses of $ 71 and $ 99 at September 30, 2024 and 2023, respectively. In the U.S., customers are further evaluated by class based on the type of lease origination. The primary categories are direct, which primarily includes leases originated directly with end-user customers through bundled lease arrangements, and indirect, which primarily includes leases originated through our XBS sales channel. 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 %. Xerox 2024 Form 10-Q 21 • 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. Details about our finance receivables portfolio based on geography, origination year and credit quality indicators are as follows: September 30, 2024 2024 2023 2022 2021 2020 Prior Total Finance Receivables United States (Direct) Low Credit Risk $ 73 $ 75 $ 38 $ 28 $ 14 $ 3 $ 231 Average Credit Risk 38 66 26 33 11 3 177 High Credit Risk 21 26 26 15 10 3 101 Total $ 132 $ 167 $ 90 $ 76 $ 35 $ 9 $ 509 Charge-offs $ — $ — $ 1 $ 1 $ 1 $ 2 $ 5 United States (Indirect) Low Credit Risk $ 39 $ 62 $ 33 $ 18 $ 6 $ 1 $ 159 Average Credit Risk 28 54 30 16 4 — 132 High Credit Risk 2 7 4 2 — — 15 Total $ 69 $ 123 $ 67 $ 36 $ 10 $ 1 $ 306 Charge-offs $ — $ 5 $ 4 $ 4 $ 1 $ 4 $ 18 Canada Low Credit Risk $ 30 $ 35 $ 17 $ 9 $ 4 $ 1 $ 96 Average Credit Risk 31 49 27 12 4 1 124 High Credit Risk 5 5 3 3 2 — 18 Total $ 66 $ 89 $ 47 $ 24 $ 10 $ 2 $ 238 Charge-offs $ — $ 5 $ 1 $ — $ — $ — $ 6 EMEA Low Credit Risk $ 107 $ 202 $ 136 $ 68 $ 24 $ 6 $ 543 Average Credit Risk 66 165 114 46 18 6 415 High Credit Risk 7 18 13 7 3 1 49 Total $ 180 $ 385 $ 263 $ 121 $ 45 $ 13 $ 1,007 Charge-offs $ 1 $ 4 $ 4 $ 2 $ — $ — $ 11 Total Finance Receivables Low Credit Risk $ 249 $ 374 $ 224 $ 123 $ 48 $ 11 $ 1,029 Average Credit Risk 163 334 197 107 37 10 848 High Credit Risk 35 56 46 27 15 4 183 Total $ 447 $ 764 $ 467 $ 257 $ 100 $ 25 $ 2,060 Total Charge-offs $ 1 $ 14 $ 10 $ 7 $ 2 $ 6 $ 40 Xerox 2024 Form 10-Q 22 December 31, 2023 2023 2022 2021 2020 2019 Prior Total Finance Receivables United States (Direct) Low Credit Risk $ 122 $ 51 $ 61 $ 43 $ 17 $ 3 $ 297 Average Credit Risk 104 35 49 23 9 2 222 High Credit Risk 34 36 25 22 6 3 126 Total $ 260 $ 122 $ 135 $ 88 $ 32 $ 8 $ 645 Charge-offs $ 1 $ 1 $ 1 $ 1 $ 1 $ 2 $ 7 United States (Indirect) Low Credit Risk $ 136 $ 77 $ 48 $ 22 $ 6 $ — $ 289 Average Credit Risk 111 69 41 15 6 — 242 High Credit Risk 12 8 6 2 1 — 29 Total $ 259 $ 154 $ 95 $ 39 $ 13 $ — $ 560 Charge-offs $ 4 $ 3 $ 3 $ 2 $ 2 $ 3 $ 17 Canada Low Credit Risk $ 45 $ 24 $ 16 $ 9 $ 4 $ — $ 98 Average Credit Risk 63 36 18 12 6 — 135 High Credit Risk 6 5 4 5 1 1 22 Total $ 114 $ 65 $ 38 $ 26 $ 11 $ 1 $ 255 Charge-offs $ — $ — $ — $ 2 $ — $ 1 $ 3 EMEA Low Credit Risk $ 251 $ 182 $ 110 $ 48 $ 19 $ 6 $ 616 Average Credit Risk 192 148 73 36 17 3 469 High Credit Risk 19 16 11 7 4 — 57 Total $ 462 $ 346 $ 194 $ 91 $ 40 $ 9 $ 1,142 Charge-offs $ 3 $ 8 $ 4 $ 2 $ — $ — $ 17 Total Finance Receivables Low Credit Risk $ 554 $ 334 $ 235 $ 122 $ 46 $ 9 $ 1,300 Average Credit Risk 470 288 181 86 38 5 1,068 High Credit Risk 71 65 46 36 12 4 234 Total $ 1,095 $ 687 $ 462 $ 244 $ 96 $ 18 $ 2,602 Total Charge-offs $ 8 $ 12 $ 8 $ 7 $ 3 $ 6 $ 44 Xerox 2024 Form 10-Q 23 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, 2024 Current 31-90 Days Past Due >90 Days Past Due Total Billed Unbilled Total Finance Receivables >90 Days and Accruing Direct $ 18 $ 4 $ 5 $ 27 $ 482 $ 509 $ 38 Indirect 5 1 1 7 299 306 — Total United States 23 5 6 34 781 815 38 Canada 6 1 2 9 229 238 12 EMEA 6 2 2 10 997 1,007 18 Total $ 35 $ 8 $ 10 $ 53 $ 2,007 $ 2,060 $ 68 December 31, 2023 Current 31-90 Days Past Due >90 Days Past Due Total Billed Unbilled Total Finance Receivables >90 Days and Accruing Direct $ 24 $ 6 $ 5 $ 35 $ 610 $ 645 $ 41 Indirect 16 3 3 22 538 560 — Total United States 40 9 8 57 1,148 1,205 41 Canada 6 1 1 8 247 255 10 EMEA 7 2 1 10 1,132 1,142 10 Total $ 53 $ 12 $ 10 $ 75 $ 2,527 $ 2,602 $ 61 Sales of Receivables The Company has expanded the 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. We have received an opinion to that effect from outside legal counsel. Accordingly, the receivables sold are derecognized from our financial statements and HPS does not have recourse back to the Company for uncollectible receivables. In addition, the agreement provides for the sale of the underlying leased equipment to HPS, with the commission paid by HPS covering the value associated with the underlying equipment being sold to HPS. The Company retains 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. In January 2024, we entered into a new agreement with HPS to transfer servicing of the majority of funding activity to HPS as well as extend the existing term to five years . This agreement automatically renews for a one year period unless terminated by either the Company or HPS. Xerox will be required to pay a specified fee to service the Company’s retained receivables. For the remaining funding activity, Xerox will continue to service the lease receivables for a specified fee. In October 2024, the Company entered into a finance receivables funding agreement with De Lage Landen Financial Services Canada Inc. (DLL) to sell certain eligible pools of finance receivables. Refer to Note 22 - Subsequent Events for additional information related to this arrangement with DLL. Xerox 2024 Form 10-Q 24 Finance receivable sales activity was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Finance receivable sales - net proceeds (1) $ 134 $ 206 $ 511 $ 848 Gain on sale/Commissions (2) 5 5 19 16 Servicing revenue (2) $ 5 $ 2 $ 12 $ 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. In addition to the sale activity above, in the second quarter 2024, we sold the finance receivable of an EMEA leasing subsidiary for net proceeds of $ 11 . Secured Borrowings and Collateral 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 9 – Inventories and Equipment on Operating Leases, Net The following is a summary of Inventories by major category: September 30, 2024 December 31, 2023 Finished goods $ 640 $ 528 Work-in-process 42 47 Raw materials (1) 50 86 Total Inventories $ 732 $ 661 _____________ (1) Raw materials at September 30, 2024 reflects a reduction of approximately $ 38 , related to the exit of certain production print manufacturing operations. 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, 2024 December 31, 2023 Equipment on operating leases $ 991 $ 1,074 Accumulated depreciation ( 736 ) ( 809 ) Equipment on operating leases, net $ 255 $ 265 Total contingent rentals on operating leases, consisting principally of usage charges in excess of minimum contracted amounts, were $ 9 and $ 9 for the three months ended September 30, 2024 and 2023, respectively, and $ 32 and $ 42 for the nine months ended September 30, 2024 and 2023, respectively. Xerox 2024 Form 10-Q 25 Note 10 – Lessee Operating Leases We have operating leases for real estate, vehicles and for certain equipment in our domestic and international 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 ten 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, 2024 2023 2024 2023 Operating lease expense $ 18 $ 20 $ 53 $ 65 Short-term lease expense 3 4 11 12 Variable lease expense (1) 15 12 42 38 Sublease income ( 1 ) — ( 1 ) ( 1 ) Total Lease expense $ 35 $ 36 $ 105 $ 114 _____________ (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, 2024, we had no material operating leases 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, 2024 December 31, 2023 Other long-term assets $ 168 $ 172 Accrued expenses and other current liabilities $ 39 $ 41 Other long-term liabilities 138 141 Total Operating lease liabilities $ 177 $ 182 Finance Leases The net assets and the liabilities related to our finance leases were immaterial for all periods presented. As of September 30, 2024, we had approximately $ 60 of financing leases for vehicles that had not yet commenced. Xerox 2024 Form 10-Q 26 Note 11 – Restructuring Programs In connection with our Reinvention and other transformative programs, we engage in restructuring actions 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, exit from certain product lines and geographies, as well as reducing our real estate footprint. Restructuring and related costs, net reflect the following components: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Restructuring charges, net $ 46 $ 3 $ 56 $ 5 Asset impairment charges, net — 8 24 20 Related costs, net 10 ( 1 ) 27 10 Total Restructuring and related costs, net $ 56 $ 10 $ 107 $ 35 Restructuring Charges Restructuring charges, net primarily relate to the Print and Other segment as amounts related to the Xerox Financial Services segment were immaterial for all periods presented. A summary of our restructuring program activity is as follows: Severance and Related Costs Other Contractual Termination Costs (2) Total Balance at December 31, 2023 $ 129 $ — $ 129 Provision 9 — 9 Reversals ( 4 ) — ( 4 ) Net current period charges (1) 5 — 5 Charges against reserve and currency ( 16 ) — ( 16 ) Balance at March 31, 2024 118 — 118 Provision 5 — 5 Reversals — — — Net current period charges (1) 5 — 5 Charges against reserve and currency ( 31 ) — ( 31 ) Balance at June 30, 2024 92 — 92 Provision 46 — 46 Reversals — — — Net current period charges (1) 46 — 46 Charges against reserve and currency ( 11 ) — ( 11 ) Balance at September 30, 2024 $ 127 $ — $ 127 _____________ _ (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. At September 30, 2024, we expect to pay $ 107 of the restructuring reserve over the next twelve months. The following table summarizes the reconciliation to the Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2024 2023 Restructuring cash payments $ ( 58 ) $ ( 23 ) Effects of foreign currency and other non-cash items — ( 1 ) Charges against reserve and currency $ ( 58 ) $ ( 24 ) Xerox 2024 Form 10-Q 27 Asset Impairment Charges Charges associated with asset impairments represent the write-down of the related assets to their new cost basis. Impairments are net of any potential sublease income or other recovery amounts. Charges incurred during 2024 includes impairments associated with strategic actions taken as a result of the Company's Project Reinvention, including geographic simplification. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Asset impairments (1) $ 1 $ 11 $ 27 $ 23 Adjustments/Reversals ( 1 ) ( 3 ) ( 3 ) ( 3 ) Net asset impairment charge $ — $ 8 $ 24 $ 20 ____________ _ (1) Includes charges associated with strategic actions taken as a result of the Company's Reinvention, including geographic simplification. 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, 2024 2023 2024 2023 Retention related severance/bonuses (1) $ — $ ( 1 ) $ ( 2 ) $ — Consulting and other costs (2) 10 — 29 10 Total $ 10 $ ( 1 ) $ 27 $ 10 ____________ _ (1) Includes retention related severance and bonuses for employees expected to continue working beyond their minimum retention period before termination. The credits in 2024 and 2023 reflect a change in estimate. (2) Represents professional support services associated with our business transformation initiatives. Cash paid for restructuring related costs were $ 29 and $ 12 for the nine months ended September 30, 2024 and 2023, respectively. The restructuring related costs reserve was $ 5 and $ 8 at September 30, 2024 and December 31, 2023, respectively. The balance at September 30, 2024 is expected to be paid over the next twelve months. Note 12 – 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, 2024 December 31, 2023 Cash and cash equivalents $ 521 $ 519 Restricted cash Litigation deposits in Brazil 24 27 Escrow and cash collections related to secured borrowing arrangements and receivable sales (1) 22 49 Other restricted cash 23 22 Total Restricted cash 69 98 Cash, cash equivalents and restricted cash $ 590 $ 617 _____________ (1) Includes collections on finance receivables pledged for secured borrowings or receivables sold that will be remitted to lenders in the following month. Xerox 2024 Form 10-Q 28 Restricted cash is reported in the Condensed Consolidated Balance Sheets as follows: September 30, 2024 December 31, 2023 Other current assets $ 43 $ 70 Other long-term assets 26 28 Total Restricted cash $ 69 $ 98 Supplemental Cash Flow Information Summarized cash flow information is as follows: Location in Statement of Cash Flows Nine Months Ended September 30, Source/(Use) 2024 2023 Provision for receivables Operating $ 36 $ 23 Provision for inventory Operating 56 14 Depreciation of buildings and equipment Operating 41 45 Depreciation and obsolescence of equipment on operating leases Operating 86 83 Amortization of internal use software Operating 20 28 Amortization of acquired intangible assets Operating 30 33 Amortization of patents (1) Operating 7 7 Amortization of customer contract costs (2) Operating 48 51 Cost of additions to land, buildings and equipment Investing ( 22 ) ( 21 ) Cost of additions to internal use software Investing ( 5 ) ( 6 ) Payments to acquire noncontrolling interests - Xerox Holdings Investing ( 27 ) ( 3 ) Common stock dividends - Xerox Holdings Financing ( 96 ) ( 120 ) Preferred stock dividends - Xerox Holdings Financing ( 11 ) ( 11 ) Payments to noncontrolling interests Financing ( 1 ) ( 2 ) Repurchases related to stock-based compensation - Xerox Holdings Financing ( 10 ) ( 7 ) _____________ (1) Amortization of patents is reported in Decrease (increase) in other current and long-term assets in the Condensed Consolidated Statements of Cash Flows. (2) Amortization of customer contract costs is reported in Decrease (increase) 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. Supplier Finance Program The Company has a program through a financial institution that enables vendors and suppliers, at their option, to receive early payment for their invoices. 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 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 our supplier finance program was approximately $ 25 and $ 30 during the three months ended September 30, 2024 and 2023, respectively, and was approximately $ 85 and $ 90 during the nine months ended September 30, 2024 and 2023 respectively. The amount due to vendors and suppliers participating in this program was approximately $ 20 and $ 40 as of September 30, 2024 and December 31, 2023, respectively. Xerox 2024 Form 10-Q 29 Note 13 – Debt Revolving Credit Facility In June 2024, Xerox Corporation, as borrower, and its parent company, Xerox Holdings Corporation, entered into Amendment No. 2 to Credit Agreement (the Amendment) with Citibank, N.A., as administrative agent and collateral agent (the Agent), and the lenders party thereto. The Amendment amended the Credit Agreement, dated as of May 22, 2023 (as previously amended, the ABL Credit Agreement), to (i) increase the commitments of the lenders under the ABL Credit Agreement from $ 300 to $ 425 and (ii) amend the excess availability used to trigger the fixed charge coverage ratio springing covenant from 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), to an amount equal to the greater of (A) $ 31.875 and (B) 10 % of the Line Cap. Xerox Corporation’s borrowings under the ABL Credit Agreement are supported by a first-priority security interests in substantially all of the working capital assets of Xerox Corporation, Xerox Holdings Corporation, and such U.S., Canadian and English subsidiaries (subject to certain exceptions and limitations set forth in the ABL Credit Agreement) and a second-priority security interest in all assets of Xerox Corporation, Xerox Holdings Corporation and such U.S., Canadian and English subsidiaries (subject to certain exceptions and limitations set forth in the ABL Credit Agreement), and all finance lease receivables of such German and Belgian subsidiaries. At September 30, 2024, there were no borrowings under the ABL Facility, and no letters of credits were issued under the facility. Senior Notes In March 2024, Xerox Holdings Corporation issued $ 500 of 8.875 % Senior Notes due in 2029 (the 2029 Notes) at par, resulting in net proceeds (after fees and expenses) of approximately $ 495 . The 2029 Notes are senior unsecured obligations of Xerox Holdings Corporation and are fully and unconditionally guaranteed on a senior unsecured basis by Xerox Corporation and Xerox Business Services, LLC, as well as certain other wholly owned domestic restricted subsidiaries of the Company. The 2029 Notes and the related guarantees were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Interest is payable semi-annually in arrears on May 30th and November 30th of each year, beginning on November 30, 2024. Xerox Holdings Corporation may, at its option, redeem some or all of the 2029 Notes, at varying prices based on the timing of the redemption. The indenture governing the 2029 Notes contains covenants that, among other things, limit the ability of Xerox Holdings Corporation and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, prepay, redeem or repurchase certain subordinated debt, issue certain preferred stock or similar equity securities, make loans and investments, sell or otherwise dispose of assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all assets. Additionally, if Xerox Holdings Corporation experiences a Change of Control Triggering Event (as defined in the indenture governing the 2029 Notes), Xerox Holdings Corporation is required to offer to repurchase the 2029 Notes at 101 % of the principal amount of such notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Debt issuance costs of approximately $ 5 were paid and deferred in connection with the issuance of the 2029 Notes, and will be amortized over the term of the 2029 Notes. Refer to the Use of Aggregate Proceeds from Senior Notes section below for additional information regarding the use of net proceeds. Convertible Senior Notes and Capped Call Convertible Senior Notes In March 2024, Xerox Holdings Corporation issued an aggregate $ 400 of 3.75 % Convertible Senior Notes due in 2030 (the 2030 Notes). The 2030 Notes are senior unsecured obligations of Xerox Holdings Corporation and are fully and unconditionally guaranteed by Xerox Corporation and Xerox Business Solutions, LLC. The 2030 Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Interest is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024, and will mature on March 15, 2030, unless earlier converted, redeemed or repurchased. The net proceeds from this offering were approximately $ 390 , after deducting the debt issuance costs. Debt issuance costs of approximately $ 10 were paid and deferred in connection with the issuance of the 2030 Notes, and will be amortized over the term of the 2030 Notes. Refer to the Use of Aggregate Proceeds from Senior Notes section below for additional information regarding the use of net proceeds. Xerox 2024 Form 10-Q 30 Holders of the 2030 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2029 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (ii) during the five consecutive trading day period after any ten consecutive trading day period (the measurement period) in which the trading price (as determined in accordance with the indenture governing the 2030 Notes) per $1,000 principal amount of 2030 Notes, as determined following a request by a holder or holders of the 2030 Notes, for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such trading day; (iii) if the Company calls any, or all of the 2030 Notes for redemption, but only with respect to the Notes called (or deemed called) for redemption; (iv) if the Company elects to distribute to all or substantially all holders of common stock any rights, options or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days from the declaration date for such distribution, to subscribe for or purchase shares of Company's common stock at a price per share that is less than the average of the last reported sale price of common stock for the ten consecutive trading date period ending on, and including, the trading day immediately preceding the declaration date for such distribution or distribute to all, or substantially all holders of common stock, our assets, debt securities or rights to purchase our securities, which distribution has a per share value, as reasonably determined by our Board of Directors or a committee thereof, exceeding 10 % of the last reported sale price of the Company's common stock on the trading day immediately preceding the declaration date for such distribution; or (v) upon the occurrence of specified corporate events (as determined in accordance with the indenture governing the 2030 Notes). On or after December 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2030 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. As of September 30, 2024, none of the conditions permitting the holders of the 2030 Notes to convert their notes early had been met. Therefore, the 2030 Notes are classified as long-term debt. The initial conversion rate is 47.9904 shares of the common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $ 20.84 per share of the common stock. The conversion rate will be subject to adjustment under certain circumstances. In connection with certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or during the relevant redemption period. Upon conversion of the 2030 Notes, the Company must pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the notes being converted. We may not redeem the notes prior to September 20, 2027. The Company may redeem for cash all or any portion of the notes, at our option, on or after September 20, 2027, if the last reported sale price of the Company's common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund for the notes has been provided. If the Company undergoes a fundamental change (as defined in the indenture governing the 2030 Notes), holders may require the Company to repurchase for cash all or any portion of their 2030 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The indenture governing the 2030 Notes includes customary covenants, sets forth certain events of default after which the notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the notes become automatically due and payable. Xerox 2024 Form 10-Q 31 The indenture governing the 2030 Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. Capped Calls In connection with the issuance of the 2030 Notes (see Convertible Senior Notes above), the Company entered into privately negotiated capped call transactions (the Capped Calls) with certain of the initial purchasers of the 2030 Notes or their respective affiliates (the option counterparties) at a cost of approximately $ 23 . The Capped Calls cover, subject to anti-dilution adjustments, the number of shares of the Company's common stock initially underlying the 2030 Notes. By entering into the Capped Calls, we expect to reduce the potential dilution to the Company's common stock (or, in the event a conversion of the 2030 Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the 2030 Notes the trading price of our common stock price exceeds the conversion price of the 2030 Notes. The initial cap sale price of the Capped Calls was approximately $ 28.34 per share, which represents a premium of 70 % over the last reported sale price of our common stock of $ 16.67 on the NASDAQ Stock Exchange on March 6, 2024, and is subject to certain adjustments under the terms of the Capped Calls. The Capped Calls were included in Additional paid-in capital in the Condensed Consolidated Balance Sheet as of September 30, 2024, with no remeasurement in subsequent periods as it meets the conditions for equity classification. Refer to Note 17 - Shareholders' Equity of Xerox Holdings for additional information regarding the Capped Calls. Use of Aggregate Proceeds from Senior Notes A portion of the aggregate net proceeds from the Senior Note offerings was used to fund the cost of entering into the Capped Call transactions (see Convertible Senior Notes above). Additionally, a portion of the aggregate net proceeds were used to repay, through a tender offer for Senior Notes, approximately $ 84 of the 3.80 % Xerox Corporation Senior Notes due in 2024 and approximately $ 362 of the 5.00 % Xerox Holdings Corporation Senior Notes due in 2025. The remaining outstanding 3.80 % Senior Notes that were not redeemed as part of the Senior Notes tender offer were repaid in May 2024. In connection with the repayment of the 2024 and 2025 Senior Notes, we recorded a gain on the extinguishment of the debt of approximately $ 4 , which was partially offset by a loss of approximately $ 1 on the write-off of deferred debt issuance costs. The net gain on the extinguishment of $ 3 was recorded in Other expenses, net. Xerox Holdings Corporation/Xerox Corporation Intercompany Loan In the first quarter 2024, Xerox Holdings Corporation and Xerox Corporation entered into two intercompany loan agreements which mirror the terms of Xerox Holdings Corporation’s 2029 and 2030 Senior Notes, including principal, interest rates, payment dates and debt issuance costs of approximately $ 15 (see the Senior Notes and the Convertible Senior Notes sections above). As a result, Xerox Corporation recorded approximately $ 900 of Related party debt. The proceeds of the intercompany loan were used to pay down approximately $ 362 on the existing 2020 intercompany loan made by Xerox Holdings Corporation to Xerox Corporation. At September 30, 2024 and December 31, 2023, the balance of the Xerox Holdings Corporation Intercompany Loan reported in Xerox Corporation’s Condensed Consolidated Balance Sheet was $ 2,021 and $ 1,497 , respectively, which is net of related debt issuance costs, and the intercompany interest payable was $ 32 and $ 30 , respectively. Secured Borrowings and Collateral We have entered into secured loan agreements with various financial institutions where we sold finance receivables and rights to payments under our equipment on operating leases. In certain transactions, the sales were made to special purpose entities (SPEs), owned and controlled by Xerox where the SPEs funded the purchase through amortizing secured loans from the financial institutions. The loans have variable interest rates and expected lives of approximately 2.5 years, with half projected to be repaid within the first year based on collections of the underlying portfolio of receivables. For certain loans, we entered into interest rate hedge agreements to either fix or cap the interest rate over the life of the loan. The sales of the receivables to the SPEs were structured as "true sales at law," and we have received opinions to that effect from outside legal counsel. However, the transactions were accounted for as secured borrowings as we fully consolidate the SPEs in our financial statements. As a result, the assets of the SPEs are not available to satisfy any of our other obligations. Conversely, the credit holders of these SPEs do not have legal recourse to the Company’s general credit. Xerox 2024 Form 10-Q 32 Below are the secured assets and obligations held by subsidiaries of Xerox, which are included in our Condensed Consolidated Balance Sheets. September 30, 2024 Finance Receivables, Net (1) Equipment on Operating Leases, Net Secured Debt (2) Interest Rate (3) Expected Maturity Canada (4) July 2023 (5) $ 62 $ — $ 49 5.73 % 2026 France November 2023 166 — 99 5.04 % 2026 Total $ 228 $ — $ 148 December 31, 2023 Finance Receivables, Net (1) Equipment on Operating Leases, Net Secured Debt (2) Interest Rate (3) Expected Maturity U.S. (4) January 2022 (6) $ 209 $ — $ 77 6.82 % 2024 September 2021 (6) 89 2 25 6.76 % 2024 Total U.S. 298 2 102 Canada (4) July 2023 86 — 77 6.74 % 2026 France November 2023 235 — 182 5.42 % 2026 Total $ 619 $ 2 $ 361 ____________ _ (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, 2024 and December 31, 2023. (2) Represents the principal debt balance and excludes debt issuance costs of $ 0 and $ 1 as of September 30, 2024 and December 31, 2023, 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) Prior to entering the new finance receivable sales agreement with De Lage Landen Financial Services Canada Inc. (DLL), in October 2024, the remaining balance of this secured debt was repaid. Refer to Note 22 - Subsequent Events for additional information related to our arrangement with DLL. (6) In the second quarter of 2024, we repaid the remaining balances on these secured borrowings. Interest Expense and Income Interest expense and income were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Interest expense (1)(2) $ 57 $ 44 $ 170 $ 140 Interest income (3) 41 49 128 159 ____________ (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 $ 30 and $ 20 for the three months ended September 30, 2024 and 2023, respectively, and $ 81 and $ 59 for the nine months ended September 30, 2024 and 2023, respectively. (3) Includes Financing income as well as other interest income that is included in Other expenses, net in the Condensed Consolidated Statements of Income (Loss). Xerox 2024 Form 10-Q 33 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 or non-designated hedges depending on the nature of the risk being hedged. We had no fair value hedges for the three and nine months ended September 30, 2024 and 2023, respectively. Cash Flow Hedges We use interest rate swaps and caps to manage the exposure to variability in the interest rate payments on our finance receivable secured loan borrowings. 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. During first quarter 2024, the following derivatives were dedesignated as cash flow hedges. The net fair value of these cash flow hedges, which was not material, was recorded in Accumulated Other Comprehensive Loss and then reclassified to earnings. Secured Borrowing Derivative Type Notional Amount Canada Swap $ 49 France Cap 62 France Cap 44 Total $ 155 In September 2024, we entered into two floating-to-fixed interest rate swaps to hedge against interest rate volatility associated with our Term Loan B Credit Agreement (TLB), which had an outstanding principal balance of $ 529 as of September 30, 2024. The following is a summary of our swaps at September 30, 2024: Counterparty Derivative Type Principal Debt Notional Amount Expected Maturity Fixed Rate Paid Floating Rate Received Net Fair Value Mizuho Swap $ 175 $ 175 2027 3.271 % 5.247 % $ — Credit Agricole Swap 125 125 2027 3.276 % 5.247 % — Total $ 300 $ 300 $ — The remaining portion of the TLB of $ 229 is not hedged, and is subject to interest rate fluctuations. The impact of these interest rate swaps on interest expense was not material for the three months ended September 30, 2024. 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, 2024 and December 31, 2023, we had outstanding forward exchange and purchased option contracts with gross notional values of $ 869 and $ 1,396 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, 2024, approximately 84 % of the contracts mature within three months, 14 % mature in three to six months and 2 % 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. All components of each derivative’s gain or loss were included in the assessment of hedge effectiveness. The amount of ineffectiveness recorded in the Condensed Consolidated Statements of Income (Loss) for these designated cash flow hedges was not material for the nine months ended September 30, 2024 and 2023, respectively. The net asset (liability) fair value of these contracts was $ 1 and $( 2 ) as of September 30, 2024 and December 31, 2023, respectively. Xerox 2024 Form 10-Q 34 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, 2024 2023 2024 2023 Derivative Gain (Loss) Recognized in OCI (Effective Portion) Foreign exchange contracts - forwards and options $ 5 $ ( 2 ) $ ( 3 ) $ ( 17 ) Location of Derivative Losses (Gains) Reclassified from AOCL to Income (Effective Portion) Cost of sales $ — $ ( 4 ) $ ( 8 ) $ ( 18 ) Interest expense ( 1 ) 1 — 3 Total $ ( 1 ) $ ( 3 ) $ ( 8 ) $ ( 15 ) As of September 30, 2024, a net after-tax gain of $ 2 was recorded in Accumulated other comprehensive loss associated with our cash flow hedging activity. The entire balance is expected to be reclassified into Net income within the next 12 months, providing an offsetting economic impact against the underlying anticipated transactions. Non-Designated Derivative Instruments Gains (Losses) Non-designated derivative instruments are primarily instruments used to hedge foreign currency-denominated assets and liabilities. They are not designated as hedges since there is a natural offset for the remeasurement of the underlying foreign currency-denominated asset or liability. The net (liability) asset fair value of these contracts was $( 2 ) and $ 5 as of September 30, 2024 and December 31, 2023, respectively. The following table provides a summary of gains and (losses) on non-designated derivative instruments: Derivatives NOT Designated as Hedging Instruments Location of Derivative (Loss) Gain Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Foreign exchange contracts – forwards Other expenses, net – Currency (losses) gains, net $ ( 1 ) $ 8 $ ( 15 ) $ ( 25 ) Currency losses, net were $ 2 and $ 6 for the three months ended September 30, 2024 and 2023, respectively, and $ 15 and $ 22 for nine months ended September 30, 2024 and 2023, respectively. Net currency gains and losses include the mark-to-market adjustments of the derivatives not designated as hedging instruments and the related cost of those derivatives as well as the remeasurement of foreign currency-denominated assets and liabilities and are included in Other expenses, net. Xerox 2024 Form 10-Q 35 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, 2024 December 31, 2023 Assets Derivatives $ 4 $ 11 Deferred compensation plan investments in mutual funds 14 14 Total $ 18 $ 25 Liabilities Derivatives $ 5 $ 8 Deferred compensation plan liabilities 13 13 Total $ 18 $ 21 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, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 521 $ 521 $ 519 $ 519 Accounts receivable, net 821 821 850 850 Short-term debt and current portion of long-term debt 519 519 567 567 Long-term Debt Xerox Holdings Corporation 1,633 1,413 1,497 1,410 Xerox Corporation 1,079 942 1,096 1,023 Xerox - Other Subsidiaries (1) 40 40 117 117 Long-term debt $ 2,752 $ 2,395 $ 2,710 $ 2,550 ____________ (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 2024 Form 10-Q 36 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: 2024 2023 2024 2023 2024 2023 Service cost $ — $ — $ 2 $ 1 $ — $ 1 Interest cost 27 28 46 47 2 2 Expected return on plan assets ( 23 ) ( 24 ) ( 49 ) ( 55 ) — — Recognized net actuarial loss (gain) 4 4 16 3 ( 3 ) ( 3 ) Amortization of prior service cost (credit) — — 2 2 ( 4 ) ( 4 ) Recognized settlement loss 7 4 — — — — Defined benefit plans 15 12 17 ( 2 ) ( 5 ) ( 4 ) Defined contribution plans 4 5 6 4 n/a n/a Net Periodic Benefit Cost (Credit) 19 17 23 2 ( 5 ) ( 4 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss): Net actuarial gain (1) ( 15 ) ( 30 ) — ( 1 ) — — Prior service cost — — — — — — Amortization of net actuarial (loss) gain ( 11 ) ( 8 ) ( 15 ) ( 3 ) 3 3 Amortization of net prior service (cost) credit — — ( 2 ) ( 2 ) 4 4 Total Recognized in Other Comprehensive Income (Loss) (2) ( 26 ) ( 38 ) ( 17 ) ( 6 ) 7 7 Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive Income (Loss) $ ( 7 ) $ ( 21 ) $ 6 $ ( 4 ) $ 2 $ 3 Nine Months Ended September 30, Pension Benefits U.S. Plans Non-U.S. Plans Retiree Health Components of Net Periodic Benefit Costs: 2024 2023 2024 2023 2024 2023 Service cost $ — $ — $ 4 $ 3 $ — $ 1 Interest cost 82 82 136 140 6 7 Expected return on plan assets ( 69 ) ( 73 ) ( 145 ) ( 162 ) — — Recognized net actuarial loss (gain) 14 11 47 8 ( 9 ) ( 9 ) Amortization of prior service cost (credit) — — 6 5 ( 11 ) ( 11 ) Recognized settlement loss 17 16 — — — — Defined benefit plans 44 36 48 ( 6 ) ( 14 ) ( 12 ) Defined contribution plans 12 14 17 14 n/a n/a Net Periodic Benefit Cost (Credit) 56 50 65 8 ( 14 ) ( 12 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income: Net actuarial (gain) loss (1) ( 9 ) 7 — ( 49 ) ( 1 ) ( 5 ) Prior service cost — — — 36 — — Amortization of net actuarial (loss) gain ( 31 ) ( 27 ) ( 46 ) ( 8 ) 9 9 Amortization of prior service (cost) credit — — ( 6 ) ( 5 ) 11 11 Total Recognized in Other Comprehensive Income (Loss) (2) ( 40 ) ( 20 ) ( 52 ) ( 26 ) 19 15 Total Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive Income $ 16 $ 30 $ 13 $ ( 18 ) $ 5 $ 3 _____________ (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 2023 non-U.S. net actuarial gain reflects remeasurements related to the Pension Plan amendments in the U.K. in second quarter 2023. The Retiree Health plan's net actuarial gain reflects adjustments for the actuarial valuation results based on the January 1st plan census data. (2) Amounts represent the pre-tax effect included within Other Comprehensive Income (Loss). Refer to Note 19 - Other Comprehensive Income (Loss) for related tax effects and the after-tax amounts. Xerox 2024 Form 10-Q 37 Pension Plan Amendment In January 2024, the pension board of our Netherlands benefit pension plan transferred the plan’s assets and projected benefit obligation (PBO) to a single general pension fund. In addition to the transition, the indexation target was increased from 75 % of price inflation to 100 % of price inflation. This plan amendment resulted in an increase of approximately $ 47 (approximately EUR 44 million) in the PBO for this Collective Defined Contribution (CDC) plan, approximately 6 % of the plan PBO as of December 31, 2023. From a Company risk perspective, this CDC plan operates just like a frozen defined contribution plan. Although the Company's risk has been mitigated, under U.S. GAAP this CDC plan does not meet the definition of a defined contribution plan and therefore continues to be accounted for as a defined benefit plan. 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, 2024 2023 Estimated 2024 2023 U.S. plans $ 83 $ 43 $ 100 $ 53 Non-U.S. plans 20 20 30 28 Total Pension plans 103 63 130 81 Retiree Health 11 12 20 21 Total Retirement plans $ 114 $ 75 $ 150 $ 102 Approximately $ 77 of the estimated 2024 contributions for our U.S. plans are for our tax-qualified defined benefit plans. Xerox 2024 Form 10-Q 38 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, 2024 $ 124 $ 1,114 $ — $ 4,810 $ ( 3,687 ) $ 2,361 $ 4 $ 2,365 Comprehensive (loss) income, net — — — ( 1,205 ) 173 ( 1,032 ) — ( 1,032 ) Cash dividends declared - common (3) — — — ( 31 ) — ( 31 ) — ( 31 ) Cash dividends declared - preferred (4) — — — ( 4 ) — ( 4 ) — ( 4 ) Stock option and incentive plans, net — 9 — — — 9 — 9 Balance at September 30, 2024 $ 124 $ 1,123 $ — $ 3,570 $ ( 3,514 ) $ 1,303 $ 4 $ 1,307 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 ) — ( 18 ) 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 ) Transactions with noncontrolling interests — — — — — — 1 1 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, 2023 $ 123 $ 1,114 $ — $ 4,977 $ ( 3,676 ) $ 2,538 $ 10 $ 2,548 Comprehensive (loss) income, net — — — ( 1,300 ) 162 ( 1,138 ) — ( 1,138 ) Cash dividends declared - common (3) — — — ( 96 ) — ( 96 ) — ( 96 ) Cash dividends declared - preferred (4) — — — ( 11 ) — ( 11 ) — ( 11 ) Purchases of capped calls (5) — ( 17 ) — — — ( 17 ) — ( 17 ) Stock option and incentive plans, net 1 26 — — — 27 — 27 Transactions with noncontrolling interests — — — — — — ( 5 ) ( 5 ) Distributions to noncontrolling interests — — — — — — ( 1 ) ( 1 ) Balance at September 30, 2024 $ 124 $ 1,123 $ — $ 3,570 $ ( 3,514 ) $ 1,303 $ 4 $ 1,307 Xerox 2024 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 December 31, 2022 $ 156 $ 1,588 $ — $ 5,136 $ ( 3,537 ) $ 3,343 $ 10 $ 3,353 Comprehensive income, net — — — 59 33 92 — 92 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 Cancellation of treasury stock — — ( 553 ) — — ( 553 ) — ( 553 ) Transactions with noncontrolling interests — — — — — — 1 1 Distributions to noncontrolling interests — — — — — — ( 2 ) ( 2 ) Balance at September 30, 2023 $ 157 $ 1,619 $ ( 553 ) $ 5,070 $ ( 3,504 ) $ 2,789 $ 9 $ 2,798 _____________ (1) Common Stock has a par value of $ 1 per share. (2) Refer to Note 19 - Other Comprehensive Income (Loss) for the components of AOCL. (3) Cash dividends declared on common stock for the three and nine months ended September 30, 2024 and 2023 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, 2024 and 2023 were $ 20.00 per share, respectively, and $ 60.00 per share, respectively. (5) Refer to Note 13 - Debt for additional information related to the purchases of capped calls in connection with the issuance of Xerox Holdings Corporation's $ 400 of 3.75 % Convertible Senior Notes due 2030. 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, 2023 123,144 — Stock based compensation plans, net 1,041 — Balance at March 31, 2024 124,185 — Stock based compensation plans, net 134 — Balance at June 30, 2024 124,319 — Stock based compensation plans, net 44 — Balance at September 30, 2024 124,363 — Xerox 2024 Form 10-Q 40 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, 2024 $ 3,473 $ 2,796 $ ( 3,687 ) $ 2,582 $ 4 $ 2,586 Comprehensive (loss) income, net — ( 1,204 ) 173 ( 1,031 ) — ( 1,031 ) Dividends declared to parent — ( 35 ) — ( 35 ) — ( 35 ) Transfers from parent 4 — — 4 — 4 Balance at September 30, 2024 $ 3,477 $ 1,557 $ ( 3,514 ) $ 1,520 $ 4 $ 1,524 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 ) — ( 18 ) Dividends declared to parent — ( 34 ) — ( 34 ) — ( 34 ) Transfers to parent ( 550 ) — — ( 550 ) — ( 550 ) Transactions with noncontrolling interests — — — — 1 1 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, 2023 $ 3,485 $ 2,959 $ ( 3,676 ) $ 2,768 $ 10 $ 2,778 Comprehensive (loss) income, net — ( 1,298 ) 162 ( 1,136 ) — ( 1,136 ) Dividends declared to parent — ( 104 ) — ( 104 ) — ( 104 ) Transfers to parent ( 8 ) — — ( 8 ) — ( 8 ) Transactions with noncontrolling interests — — — — ( 5 ) ( 5 ) Distributions to noncontrolling interests — — — — ( 1 ) ( 1 ) Balance at September 30, 2024 $ 3,477 $ 1,557 $ ( 3,514 ) $ 1,520 $ 4 $ 1,524 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 — 92 Dividends declared to parent — ( 120 ) — ( 120 ) — ( 120 ) Transfers to parent ( 535 ) — — ( 535 ) — ( 535 ) Transactions with noncontrolling interests — — — — 1 1 Distributions to noncontrolling interests — — — — ( 2 ) ( 2 ) Balance at September 30, 2023 $ 3,158 $ 3,366 $ ( 3,504 ) $ 3,020 $ 9 $ 3,029 _____________ (1) Refer to Note 19 - Other Comprehensive Income (Loss) for the components of AOCL. Xerox 2024 Form 10-Q 41 Note 19 – Other Comprehensive Income (Loss) Other Comprehensive Income (Loss) is comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Pre-tax Net of Tax Pre-tax Net of Tax Pre-tax Net of Tax Pre-tax Net of Tax Translation Adjustments Gains (Losses) $ 197 $ 192 $ ( 123 ) $ ( 123 ) $ 145 $ 140 $ 19 $ 19 Unrealized Gains (Losses) Changes in fair value of cash flow hedges gains (losses) 5 3 ( 2 ) ( 2 ) ( 3 ) ( 3 ) ( 17 ) ( 15 ) Changes in cash flow hedges reclassed to earnings (1) 1 2 3 3 8 7 15 15 Net Unrealized Gains (Losses) 6 5 1 1 5 4 ( 2 ) — Defined Benefit Plans Gains (Losses) Net actuarial/prior service gains 15 12 31 23 10 8 11 8 Prior service amortization (2) ( 2 ) ( 2 ) ( 2 ) ( 2 ) ( 5 ) ( 4 ) ( 6 ) ( 4 ) Actuarial loss amortization/settlement (2) 23 26 8 7 68 60 26 20 Other (losses) gains (3) ( 60 ) ( 60 ) 27 27 ( 46 ) ( 46 ) ( 10 ) ( 10 ) Changes in Defined Benefit Plans (Losses) Gains ( 24 ) ( 24 ) 64 55 27 18 21 14 Other Comprehensive Income (Loss) 179 173 ( 58 ) ( 67 ) $ 177 $ 162 $ 38 $ 33 ____________ (1) Reclassified to Cost of sales and interest expense - 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, 2024 December 31, 2023 Cumulative translation adjustments $ ( 1,906 ) $ ( 2,046 ) Other unrealized gains (losses), net 1 ( 3 ) Benefit plans net actuarial losses and prior service credits ( 1,609 ) ( 1,627 ) Total Accumulated Other Comprehensive Loss $ ( 3,514 ) $ ( 3,676 ) Xerox 2024 Form 10-Q 42 Note 20 – (Loss) Earnings per Share (shares in thousands) The following table sets forth the computation of basic and diluted (loss) earnings per share of Xerox Holdings Corporation's common stock: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Basic (Loss) Earnings per Share Net (Loss) Income $ ( 1,205 ) $ 49 $ ( 1,300 ) $ 59 Accrued dividends on preferred stock ( 4 ) ( 4 ) ( 11 ) ( 11 ) Adjusted Net (loss) income available to common shareholders $ ( 1,209 ) $ 45 $ ( 1,311 ) $ 48 Weighted average common shares outstanding 124,344 157,132 124,149 156,914 Basic (Loss) Earnings per Share $ ( 9.71 ) $ 0.29 $ ( 10.55 ) $ 0.31 Diluted (Loss) Earnings per Share Net (Loss) Income $ ( 1,205 ) $ 49 $ ( 1,300 ) $ 59 Accrued dividends on preferred stock ( 4 ) ( 4 ) ( 11 ) ( 11 ) Adjusted Net (loss) income available to common shareholders $ ( 1,209 ) $ 45 $ ( 1,311 ) $ 48 Weighted average common shares outstanding 124,344 157,132 124,149 156,914 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 124,344 158,893 124,149 158,219 Diluted (Loss) Earnings per Share $ ( 9.71 ) $ 0.28 $ ( 10.55 ) $ 0.30 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 155 245 155 245 Restricted stock and performance shares 7,973 5,233 7,973 5,688 Convertible preferred stock 6,742 6,742 6,742 6,742 Convertible notes (1) 19,196 — 19,196 — Total Anti-Dilutive Securities 34,066 12,220 34,066 12,675 Dividends per Common Share $ 0.25 $ 0.25 $ 0.75 $ 0.75 _____________ (1) Refer to Note 13 - Debt for additional information related to the issuance of Xerox Holdings Corporation's $ 400 of 3.75 % Convertible Senior Notes due 2030. Xerox 2024 Form 10-Q 43 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, 2024 December 31, 2023 Tax contingency - unreserved $ 345 $ 375 Escrow cash deposits 22 24 Surety bonds 94 104 Letters of credit 11 22 Liens on Brazilian assets — — The decrease in the unreserved portion of the tax contingency, inclusive of any related interest, was primarily due to currency, partially offset by 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 2024 Form 10-Q 44 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 parties have reached a stipulation of settlement that has been preliminarily approved by the court. Guarantees We have issued or provided approximately $ 222 of guarantees as of September 30, 2024 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. Note 22 – Subsequent Events We have evaluated subsequent events through November 4, 2024, which is the date the financial statements were issued. Acquisition of ITsavvy On October 15, 2024, Xerox Corporation (Xerox) entered into a Securities Purchase Agreement (the Purchase Agreement) with ITsavvy Holdings, LLC (the Seller) and ITsavvy Acquisition Company, Inc. (the Company). The Purchase Agreement provides, among other things, that, subject to the terms and conditions set forth therein, Xerox will purchase from the Seller all of the issued and outstanding equity securities of the Company. The Purchase Agreement provides for a purchase price of $ 400 , consisting of (i) a $ 180 cash payment at closing, (ii) a $ 110 secured promissory note to be issued by Xerox to the Seller at closing (the 2025 Note), and (iii) another $ 110 secured promissory note to be issued by Xerox to the Seller at closing (the 2026 Note and, together with the 2025 Note, the Notes), all subject to certain customary pre- and post-closing adjustments and escrow arrangements. Each of the Notes will have a principal amount of $ 110 . The 2025 Note will have a maturity date of October 8, 2025 and the 2026 Note will have a maturity date of January 30, 2026. Pursuant to the 2025 Note, Xerox shall pay to the Seller $ 27.5 within five business days of each of January 1, 2025, April 1, 2025, July 1, 2025, and October 1, 2025. To the extent not previously paid, each of the Notes shall be paid in full in cash on their respective maturity date. The Notes will not bear interest. Notwithstanding the foregoing, the Notes will be subject to prepayment in the event of a “Disposition Event,” as defined in each of the Notes, and customary events of default. Each of the Notes will be subordinated in lien priority to certain outstanding indebtedness of Xerox. Each of the Notes will be secured by a security interest in substantially all of the assets of Xerox Holding Corporation (Holdings), Xerox and certain subsidiaries of Xerox. Holdings and certain subsidiaries of Xerox will be guarantors under each of the Notes. The Purchase Agreement contains certain representations, warranties, and covenants of each of the parties, including covenants by the Company relating to the operation of the Company’s business prior to the closing. Xerox has obtained representation and warranty insurance, which provides coverage for certain breaches of representations and warranties, subject to certain terms and conditions. The Seller has agreed to indemnify Xerox for losses arising out of specified matters, subject to certain limitations. The consummation of the transaction is subject to the satisfaction of customary closing conditions, including the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the absence of any law or judgment preventing the closing. The obligation to consummate the transaction by Xerox, on the one hand, and by the Seller and the Company, on the other hand, is also subject to the accuracy of the other’s representations and warranties contained in the Purchase Agreement (subject, with specified exceptions, to Xerox 2024 Form 10-Q 45 customary materiality standards) and the performance of the other’s covenants and agreements in all material respects. Xerox’s obligation to consummate the transaction is further subject to a condition that, since the date of the Purchase Agreement, there has not been a “Material Adverse Effect,” as defined in the Purchase Agreement. The parties have agreed to certain efforts obligations to promptly obtain the antitrust approvals required for the transaction. Xerox expects to close the transaction in the fourth quarter of 2024. The Purchase Agreement provides termination rights for Xerox and the Seller under certain circumstances, including, subject to certain conditions, an uncured material breach by the other party or if the transaction is not consummated by January 31, 2025, subject to an automatic extension to March 31, 2025 if the antitrust-related conditions have not been satisfied by such date. Canadian Forward Flow Agreement In October 2024, the Company entered into a finance receivables funding agreement with De Lage Landen Financial Services Canada Inc. (DLL), pursuant to which the Company can offer for sale, and DLL may purchase, certain eligible pools of finance receivables structured as “true sales at law” and bankruptcy remote transfers and we have received an opinion to that effect from outside counsel. The finance receivables funding agreement has an initial term of five years , with automatic one-year extensions thereafter, unless terminated by either the Company or DLL. The Company will be paid a commission on lease receivables sold and will continue to service the lease receivables under the finance receivables funding agreement. If the portfolio performs above a certain level of incremental service, a fee can be earned annually. In October 2024, the Company sold approximately CAD 89 million in principal balances of lease receivables under this finance receivables funding agreement. Xerox 2024 Form 10-Q 46