What changed in this filing

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Item 1. Business

2026-03-17 compared with 2025-02-24 · 153 added, 169 removed, 152 unchanged (68% of the section changed)

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As customers seek to manage information and document workflows across digital and physical platforms, we deliver a seamless, secure, and sustainable experience.

Whether inventing the copier, the Ethernet, the laser printer or more, Xerox has long defined the modern work experience and continues to do so with investments in IT infrastructure, artificial intelligence (AI), augmented reality (AR)-driven service experiences, robotic process automation (RPA) and other technologies that enable Xerox to deliver essential products and services to address the productivity challenges of a hybrid workplace and distributed workforce.

Xerox serves customers globally in North America, Europe, Latin America, Brazil, Eurasia, the Middle East, Africa, and India.

Whether inventing the copier, the Ethernet, the laser printer or more, Xerox has long defined the modern work experience and continues to do so with investments in IT infrastructure, artificial intelligence (AI), Internet of Things (IoT), intelligent document processing (IDP), robotic process automation (RPA) and other technologies that enable Xerox to deliver essential products and services to address the productivity challenges of a hybrid workplace and distributed workforce.

Xerox serves customers globally in North America, Europe, Latin America, Brazil, Asia Pacific (APAC), the Middle East, Africa, and India.

This geographic span allows us to deliver our technology and solutions to customers of all sizes, regardless of complexity or number of customer locations.

Recent Changes and Developments

2024 was the second year of our Reinvention, which is a multi-year strategy designed to transform the way Xerox operates.

Its objectives are to strengthen our core business and improve financial flexibility to enable investments in solutions, initiatives, and capabilities that will position Xerox to deliver long-term, sustainable growth in revenue and profits.

In January 2024, we implemented a significant reorganization of our business, including the adoption of a business unit-led operating model, the re-alignment of our sales organization and the establishment of a Global Business Services (GBS) organization to centralize key business processes and enable enterprise-wide efficiencies and productivity gains.

These changes brought closer alignment between our sales, marketing and offering teams and the economic buyers of our products and services, improved operating efficiency and positioned the Company to acquire and integrate ITsavvy and Lexmark, two transactions we expect will accelerate our Reinvention by diversifying our mix of revenue and further strengthening our core businesses.

The focus of our Reinvention efforts in 2024 was threefold:

Geographic Simplification, Operational Simplification, and Commercial Optimization & Growth.

We made significant progress across each priority.

• Geographic Simplification:

– Replaced direct-to-end-customer with partner-led distribution models in Latin America and parts of Europe

2025 was a pivotal year for Reinvention, which is a multi-year strategy designed to transform the way Xerox operates.

Its objectives are to strengthen our core business and improve financial flexibility enabling investments in solutions, initiatives, and capabilities intended to support market share gains and expansion into higher-growth verticals beyond print, with the goal of delivering sustainable long-term revenue and profit growth.

In 2025, we completed the acquisition of Lexmark International II, LLC (Lexmark) (the Lexmark Acquisition).

The addition of Lexmark is intended to enhance Xerox's operational resilience and cost structure.

Expected benefits include increased presence in the A4 color segment, entry into the APAC print market, potential reductions in product and tariff-related costs through the use of Lexmark’s manufacturing footprint, improved supply chain flexibility, and the ability to leverage Lexmark’s global capability centers and IT infrastructure to support customer satisfaction and operational efficiency.

The combined company also offers a wider portfolio of offerings and services to Lexmark’s large customer base.

During the year we also completed the integration of ITsavvy, forming our new Xerox IT Solutions organization (IT Solutions).

IT Solutions meaningfully expands Xerox’s reach of the typical IT budget by providing additional offerings as well as opportunities that strengthen our relationship with existing clients.

In 2025, growth of the IT Solutions business was driven primarily by ITsavvy as well as client demand for integrated infrastructure, cloud, security, and automation solutions.

Our Reinvention efforts are focused on Operational Simplification, and Commercial Optimization and Growth.

During 2025, we made significant progress across each priority.

• Operational Simplification

– Implemented business-unit led operating model

– Established GBS

– Achieved gross savings target of more than $200 million in 2024

– Restructured commercial arrangements with technology and Business Process Outsourcing Partners to create flexibility and mutually aligned incentives to reduce operating costs

– Achieved cumulative run-rate gross cost savings of more than $500 million through year-end 2025, including Integration savings

– Eliminated duplicative systems, implemented more efficient systems and processes, and enhanced efficiency in procurement, warehousing, inventory management and demand planning

– Launched tools focused on digital transformation

• Commercial Optimization and Growth:

– Stopped manufacturing certain High-End production equipment to focus on Production submarkets with higher growth and return profiles

– Deployed A.I.-enabled pricing tools and revamped sales territory coverage

– Closed the acquisition of ITsavvy, immediately enhancing Xerox’s IT Solutions offering and expanding Total Addressable Market (TAM) of Xerox's offerings

– Announced pending acquisition of Lexmark, providing greater exposure to growing Print markets

– Re-entered the growing mid-volume Production inkjet market through partnerships, with the launch of IJP900 and Proficio products

– Launched Inside Sales operations in U.S.

– Invested in partner programs and customer initiatives

– Integrated ITsavvy, enhancing Xerox’s IT Solutions offering and expanding Total Addressable Market (TAM) of Xerox's offerings

– Closed the Lexmark Acquisition, providing greater exposure to growing Print markets

In 2026, the focus of Reinvention will progress to specific initiatives designed to i) further optimize our commercial operations, ii) leverage the capabilities of our acquired business to accelerate Reinvention, and iii) simplify the business.

We will continue to leverage the GBS organization to design and implement continuous operating efficiencies.

We will continue to leverage the Global Business Services (GBS) organization to design and implement continuous operating efficiencies.

Xerox 2025 Annual Report 1

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Other Strategic Changes

This past year we expanded our forward flow program to Canada by signing an agreement to sell future finance receivable originations in the Canadian market to De Lage Landen Financial Services Canada Inc.

We transitioned our direct to end-customer operations in Latin America and parts of Europe to partner-led models and continued to reduce our presence in certain markets with low levels of profitability, such as paper, the manufacturing off certain High-End production equipment, and non-strategic IT hardware sales.

We maintain a broad M&A pipeline that includes targets within the print industry and adjacent markets.

In 2024, we closed the acquisition of ITsavvy for total purchase consideration of $405 million.

We also announced the pending acquisition of Lexmark, for total deal consideration of $1.5 billion.

Further information about our acquisitions and divestitures can be found in Note 6 - Acquisitions and Divestitures in the Consolidated Financial Statements.

During the year, the Company extended its forward flow program to Europe to support liquidity and balance sheet management.

During 2025, the Company entered into a funding arrangement in the United Kingdom and France with an affiliate of LCM Capital LLP, as well as an arrangement with an additional partner in Portugal.

These transactions provide for the sale of certain finance receivables, with the Company continuing to service the receivables under separate servicing agreements.

The Company plans to continue to assess similar arrangements in other jurisdictions, subject to market conditions, regulatory requirements, and internal approval processes.

Strategic Priorities

Our long-term strategic objective is to grow the share of our client's technology spending through increased penetration of Xerox's solutions among our existing client base, the development of new, content-driven solutions, and expanded distribution with third-party channel partners.

We believe Xerox’s globally recognizable brand, our deep understanding of clients’ industries and businesses, and clients' trust have afforded us a path to win in IT and Digital Services – markets where we already have leading solutions and where we are actively investing to develop more.

Our strategic priorities for 2025 are:

Execute Reinvention, Realize the Benefits of Recent Acquisitions, and Balance Sheet Strength.

Our long-term strategic objective is to increase our share of our clients' technology spending through increased penetration of Xerox's solutions among our existing client base, the development of new, content-driven solutions, and expanded distribution with third-party channel partners.

We believe Xerox’s globally recognizable brand, our deep understanding of clients’ industries and businesses, and clients' trust have afforded us a path to compete in IT Solutions and Digital Services, markets where we already have leading solutions and where we are actively investing to develop more.

Our strategic priorities for 2026 continue to be:

Execute Reinvention, Realize the Benefits of Recent Acquisitions, and Strengthen the Balance Sheet.

Execute Reinvention:

The focus of Reinvention this year turns to the implementation of initiatives designed to enhance revenue and improve profitability.

We expect to complete our geographic simplification program, with an eye towards improving the profitability of operations in countries where distribution models were transitioned from direct to indirect models.

We continue to leverage the GBS organization for the design and implementation of continuous operating efficiencies.

In 2025, GBS plans to build on foundational actions taken in 2024, including the restructuring of commercial arrangements with some of our largest technology and Business Process Outsourcing partners to drive structural cost improvements and higher service quality through continued technology-enabled productivity enhancements, outsourcing optimization, and process standardization.

Other initiatives will focus on strengthening our core business through continued route-to-market and offering optimization, expanded Partner relationships and greater penetration of IT Solutions & Digital Services across Xerox’s Print client base.

In 2026, the Company plans to shift the focus of Reinvention to the implementation of initiatives designed to enhance revenue and improve profitability.

We plan to continue to leverage the GBS organization to design and implement continuous operating efficiencies and further utilize Lexmark’s global capability centers in the Philippines, Hungary, and India.

These efforts are expected to support structural cost improvements and higher service quality through continued technology-enabled productivity enhancements, outsourcing optimization, and process standardization.

Additional initiatives are expected to focus on strengthening our core business through continued route-to-market and offering optimization, expanded Partner relationships and greater penetration of IT Solutions & Digital Services across Xerox’s Print client base.

Realize the Benefits of Recent Acquisitions:

2025 is an important year for realizing the benefits of the ITsavvy acquisition and the planned acquisition of Lexmark.

As we integrate ITsavvy, we will aim to leverage an enhanced IT Solutions platform to increase our share of clients’ technology spend and the realization of cost synergies by optimizing our combined IT Solutions business.

We continue to work diligently to close the Lexmark acquisition, after which point we will execute a comprehensive integration plan to begin realizing more than $200 million of expected synergies within two years.

Balance Sheet Strength:

In conjunction with the announced acquisition of Lexmark, the reduction of debt is our primary capital allocation priority.

We plan to continue to return cash to shareholders through dividends.

In conjunction with this financing, the Xerox Board of Directors approved a change in the dividend policy to reduce the Xerox annual dividend from $1 per share to 50 cents per share starting with the dividend expected to be declared in the first quarter of 2025.

2026 is an important year for accelerating growth in the IT Solutions business and advancing the integration of Lexmark.

As we integrate Lexmark, we aim to take a best-in breed approach and offer the best of both companies to our clients, while generating more than $300 million of expected run rate synergies by the end of 2027.

Strengthen the Balance Sheet:

Reduction of debt is our primary capital allocation priority.

We target a leverage ratio of less than 3.0x total debt to EBITDA.

Reportable Segments and Geographic Sales Channels

Our business is organized to ensure we focus on efficiently managing operations while serving our customers and the markets in which we operate.

During 2024, we had two operating and reportable segments – Print and Other and Xerox Financial Services (XFS) .

• Print and Other – the design, development and sale of document systems, solutions, and services, as well as associated technology offerings, including IT and software products and services.

• XFS – a financing solutions business for direct channel customer purchases of Xerox equipment and solutions, and lease financing to end-user customers who purchase Xerox equipment and solutions.

During the first quarter of 2025, the Company updated its determination of reportable segments to align with a change in how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), allocates resources and assesses performance against the Company’s key growth and Reinvention strategies.

As such, it was determined that there are two reportable segments - Print and Other and IT Solutions .

Prior to this change, the Company had determined that there were two reportable segments - Print and Other and Xerox Financial Solutions (XFS).

As a result of this change, prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments as follows:

• Print and Other – includes the design, development and sale of document management systems, supplies and services as well as financing and technology-related offerings, digital and print-related software products and services.

This segment includes revenues from the following primary offerings:

Workplace Solutions, Production Solutions, Xerox Services, and XFS.

• IT Solutions – provides clients of all sizes integrated IT infrastructure solutions, delivering business outcomes through its suite of Device Lifecycle Solutions, and Managed IT Services.

The IT Solutions business leverages its professional services and engineering capabilities, along with an extensive partner ecosystem to design, develop and deliver comprehensive Network and Security Solutions, and Infrastructure and Cloud Solutions.

We also employ a matrix organization that includes a product and geographic focus based on alignment with the economic buyers of our products and services.

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Xerox 2025 Annual Report 2

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We have a broad and diverse base of customers by both geography and industry, ranging from small and mid-sized clients to printing production companies, governmental entities, educational institutions and Fortune 1000 corporations.

Our business does not depend upon a single customer, or a few customers.

Our business spans four primary offering areas:

Workplace Solutions, Production Solutions, Xerox Services, and XFS.

Workplace Solutions is made up of two strategic product groups, Entry and Mid-Range , much of which share common solutions, apps and ConnectKey® software.

Our business spans five primary offering areas:

Workplace Solutions, Production Solutions, Xerox Services, XFS, and IT Solutions.

Workplace Solutions is comprised of two strategic product groups, Entry and Mid-Range , much of which share common solutions, apps and ConnectKey® software.

Workplace Solutions revenues include the sale of products (captured primarily as equipment sales) as well as software, supplies and the associated technical service and financing of those products through XFS (captured as post sale revenue).

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Xerox has the capability to support integration and document security on a global scale, which are critical factors for large enterprises.

Our primary offerings in this area are Xerox® Managed Print Services 1 (MPS), Xerox IT Solutions, Xerox® Capture & Content Services (CCS) and Xerox® Customer Engagement Services (CES).

Our primary offerings in this area are Xerox® Managed Print Services 1 (MPS), Xerox® Capture & Content Services (CCS) and Xerox® Customer Engagement Services (CES).

CCS and CES encompass a range of Digital Services that leverage our software capabilities in Workflow Automation, Personalization and Communication Software, Content Management Solutions, and Digitization Services.

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Xerox® Digital Hub and Cloud Print services allow customers to submit print jobs from anywhere and leverage our Web2Print portal with on and off-site printing networks to meet their printing or marketing collateral needs on demand.

• IT Solutions , which includes the recently acquired ITsavvy business, provides clients of all sizes integrated IT infrastructure solutions, delivering business outcomes through its suite of Lifecycle, Deployment and Managed Services.

The IT Solutions business leverages an extensive partner ecosystem to design, develop and deliver comprehensive Cloud & Hosting, Network & Security, Collaboration and Hybrid Workplace solutions.

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• Capture & Content Services (CCS) automates the extraction and integration of unstructured data, enhancing business efficiency.

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By transforming document-first workflows into data-driven processes, we help organizations unlock actionable insights and improve decision-making.

• Customer Engagement Services (CES) enables the integration of Xerox technology, software, and services to securely design and manage our clients’ personalization and customization of targeted communications.

Our Customer Communications Management and Campaigns on Demand solutions, such as those provided through our acquisition of Go Inspire, help drive personalized and meaningful communications and touchpoints.

Xerox 2025 Annual Report 3

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• Customer Engagement Services (CES) enables clients to design, produce, and deliver printed communications with speed, security, and flexibility.

It brings Xerox technology, software, and services to support print-on-demand and transactional print, as well as web-to-print and outsourced print production.

This offer can also include outsourced onsite print operations and print shop management, helping organizations streamline workflows, improve turnaround times, and ensure consistent quality and compliance across locations.

This also includes helping customers with optimizing postage and delivery of produced materials including delivering output in digital format (e.g., PDF).

• Customer Communication Management (CCM) enables organizations to create, manage, and orchestrate personalized, compliant customer communications across channels as defined by the CCM industry.

It integrates data, templates, business rules, and approval/governance workflows to produce consistent, targeted communication across print and digital touchpoints.

It also supports campaigns and “communications on demand” use cases—leveraging solutions such as Go Inspire—to help clients deliver timely, relevant messages that improve customer experience while maintaining control, security, and brand consistency.

XFS is a global financing solutions business and currently offers lease financing for direct channel customer purchases of Xerox equipment and solutions through bundled lease agreements and lease financing to end-user customers who purchase Xerox equipment and solutions through our indirect channels.

In addition to our four primary offering areas described above, a small portion of our revenues comes from non-core streams including paper sales in our developing market countries and standalone software such as CareAR, DocuShare®, and XMPie.

IT Solutions provides clients of all sizes integrated IT infrastructure solutions, delivering business outcomes through its suite of Device Lifecycle Solutions, and Managed IT Services.

• Device Lifecycle Solutions provides end-to-end device lifecycle management services, including procurement, configuration and imaging, deployment, asset tracking, warranty and break/fix coordination, refresh planning, and secure data sanitization and disposition.

These services are designed to improve workforce productivity, enhance asset visibility, reduce operational complexity, and support data security and regulatory compliance throughout the lifecycle of client IT assets.

• Managed IT Services delivers managed IT services that include help desk support, remote and on-site technical services, infrastructure monitoring, patch management, network administration, backup and disaster recovery support, and strategic IT advisory services.

Our offerings are structured under defined service level agreements and are intended to improve system availability, strengthen cybersecurity posture, manage IT costs, and align technology operations with clients’ business objectives.

• Network and Security Solutions offers network and security solutions encompassing network design and implementation, firewall and VPN deployment, endpoint protection, threat detection and response, vulnerability assessments, and continuous monitoring.

These services are designed to enhance infrastructure resilience, safeguard sensitive information, mitigate cybersecurity risks, and support compliance with applicable regulatory requirements.

• Infrastructure and Cloud Solutions provides infrastructure and cloud solutions that support the modernization and scalability of IT environments, including server and storage design, virtualization, hybrid and multi-cloud architecture, migration services, and ongoing monitoring and optimization.

As an authorized Microsoft Cloud Solution Provider, we facilitate the licensing, deployment, billing, and support of Microsoft 365, Azure, and related cloud services, offering flexible licensing options and consolidated management.

These solutions are intended to enhance operational agility, support secure and cost-effective cloud adoption, and enable clients to adapt to evolving technology and capacity requirements.

_____________

(1) Previously known as contractual print services, and includes revenues from service, maintenance and rentals.

(1) Includes revenues from service, maintenance and rentals.

IT Solutions and digital services are not included in managed print services.

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While we believe that our portfolio of patents and applications has value, in general no single patent is essential to our business.

In 2024, we were party to multiple patent-related agreements in which we licensed or assigned our patents to others in return for revenue and/or access to their patents or to further our business goals.

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In 2025, we were party to multiple patent-related agreements in which we sold, licensed or assigned our patents to others in return for revenue and/or access to their patents or to further our business goals.

Most patent licenses expire concurrently with the expiration of the last patent identified in the license or after a specified term of years.

These agreements vary in subject matter, scope, financials, significance, and duration.

In the U.S., we own 155 trademarks, either registered or applied for.

As of December 31, 2025, we own 159 trademarks in the U.S., either registered or applied for.

These trademarks have a perpetual life, subject to periodic renewal requirements.

We vigorously enforce and protect our trademarks.

In February 2026, Xerox Corporation entered into a joint venture arrangement with certain investors including certain funds and accounts managed by Angelo, Gordon & Co., L.P.

(collectively, TPG), under which Xerox Corporation contributed certain intellectual property and related assets, including the trademarks in respect of the Xerox brand.

Refer to Note 26 – Subsequent Events in the Consolidated Financial Statements for additional information regarding the joint venture arrangement.

Corporate Social Responsibility (CSR)

At our core is a deep and long-lasting commitment to CSR, a pledge to inspire and support our people, conduct business ethically across the value chain and preserve our planet.

This commitment stems from our corporate values established over sixty years ago, which include:

succeeding through satisfied clients;

delivering quality and excellence in all we do;

requiring a premium return on assets;

using technology to develop market leadership;

valuing and empowering our employees;

and behaving responsibly as a corporate citizen.

We continue this legacy by creating products and services that help our customers be more productive, profitable, and sustainable.

We deliver solutions that drive customer success and enable a new, better world.

We do this in our own operations, as well as in workplaces, communities, and cities around the world.

We recognize the world’s challenges such as climate change and human rights and understand the role we play.

Our pledge to inspire and support our people, conduct business ethically, and protect our planet remains at the core of everything we do.

At Xerox, we believe in continuously improving, and we apply this mentality to ensuring we are finding ways to improve the sustainability of our operations.

From our earliest days as a company, Xerox has demonstrated a steadfast commitment to corporate social responsibility.

Our greatest goal is to facilitate employee-driven philanthropy, with a focus on strengthening our communities, sustainability, education, and disaster relief.

Together, Xerox and our employees are creating real impact and sustainable change for the greater good.

In 2024, Xerox employees volunteered for approximately 35,200 hours and donated approximately $1 million, which includes the amount matched by Xerox.

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The Xerox 2025 Corporate Social Responsibility Report describes our management approach related to CSR.

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

With climate change being one of the defining issues of our time, Xerox's net zero goal is 2040 and climate change-related risks and opportunities are integrated into our Enterprise Risk Management.

Xerox's net zero goal is 2040 and climate change-related risks and opportunities are integrated into our Enterprise Risk Management.

We share our roadmap to reach net zero in our 2025 CSR Report.

Our roadmap covers our full value chain and focuses on improving processes and energy efficiency as well as designing environmentally responsible products.

Our interim goal is to reduce our Scope 1 and Scope 2 GHG emissions at least 60% by 2030, against the Company’s 2016 baseline.

Xerox's Scope 1 and Scope 2 GHG emissions decreased approximately 15.7% in 2023 (the latest year we reported GHG emissions in our CSR report), bringing our total reduction to approximately 51% from our 2016 baseline.

This is in line with the ambitious science-based global warming target, validated and approved by the Science Based Targets initiative (SBTi).

Our GHG emissions are third-party assured in accordance with the International Organization for Standardization (ISO) 14064-3:2019 and are updated in our progress summary as new data becomes available.

Our roadmap covers our full value chain and focuses on improving processes and energy efficiency as well as designing products to help our clients meet their goals.

We have set interim targets in line with science-based global warming guidelines, which are also validated and approved by the Science Based Targets initiative (SBTi).

Our GHG emissions are third-party assured in accordance with the International Organization for Standardization (ISO) 14064-3:2019.

We report progress towards our targets within our CSR report and progress summary reports.

In 2025, Xerox was named to CDP’s Annual "A List” for climate change transparency and performance.

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Circular economy initiatives remain a part of our business strategy.

We have implemented several collection and waste reduction programs, while also designing technology to align with the circular economy’s key elements.

Based on data from 2023 (the latest full year data is available), approximately 90% of spent toner cartridges and other supplies, returned through the Xerox Supplies Recycling Program for Xerox customers, were recycled, reused or remanufactured.

We continued to expand collection and waste reduction programs, while also bringing to market additional remanufactured and refurbished product offerings.

Based on data from 2024 (the latest full year data is available), approximately 97% of spent supplies, equipment, and parts returned through the Xerox Supplies Recycling Programs were recycled, reused or remanufactured.

We continue to make progress towards increasing the post-consumer recycled content in our eco-label eligible devices.

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Our Employees

As of December 31, 2024, we had approximately 16,800 employees, a reduction of approximately 3,300, or 16.4%, since December 31, 2023.

The reduction primarily relates to the Company's Reinvention, which includes the effects of workforce reduction decisions announced in January 2024, as well as net attrition (attrition net of gross hires).

As of December 31, 2025, we had approximately 22,900 employees, an increase of approximately 6,100, or 36.3%, since December 31, 2024.

The increase primarily relates to the Lexmark Acquisition, partially offset by the impact of the Company's Reinvention, which includes the effects of workforce reduction decisions.

On a geographic basis, at December 31, 2025, approximately 9,400 employees were located in the U.S.

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employees self-identified as diverse.

Refer to the Recent Changes and Developments section above for additional information regarding Reinvention.

Following the Lexmark Acquisition, the Company began the process of integrating the legacy Xerox and Lexmark organizations.

In October 2025, the Company announced a targeted workforce reduction, with actions to be taken across all levels and areas of the combined organization.

Reductions are subject to formal consultation with local works councils and employee representative bodies, where applicable, and we will fully comply with all required notifications, including U.S.

state WARN laws, at the appropriate time.

We believe the decision to reduce our workforce was a difficult but necessary step to accelerate our Reinvention journey and position Xerox for long-term, profitable, and sustainable growth.

We are committed to providing transition support for affected employees.

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Refer to the Recent Changes and Developments section above for additional information the Lexmark Acquisition of Lexmark.

Employee Safety

At Xerox, we are committed to maintaining a safe workplace environment for our people.

We have an incident reporting process, workplace safety inspections and hazard analysis that allows improvements in areas where we can reduce or prevent incidents.

Several methods are also used to raise employee safety awareness including site-specific hazard management, off-the-job safety information and communications regarding safety concerns.

During 2024 the total number of Days Away from Work Injury cases, which relies on employees to self-report, was 73 cases, as compared to 102 cases in 2023, a decrease in the rate from 0.47 to 0.40.

At Xerox, we are committed to maintaining a safe workplace for our employees.

We use an incident reporting process, regular safety inspections, and hazard analyses to identify opportunities for reducing or preventing incidents.

To further promote safety awareness, we implement site-specific hazard management programs, share off-the-job safety information, and communicate proactively about safety concerns.

Engagement and Talent Development

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We improved our ability to make data-driven decisions and streamlined various processes to unlock our people's potential.

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To support the employee experience, we have enhanced manager enablement resources and strengthened our leadership capability model that help our managers excel.

Additionally, we introduced new benefits like paid parental leave in the U.S, and emphasized well-being with the Xerox Recharge Day.

Additionally, we offer other benefits including paid parental leave in the U.S.

We standardized the way employee performance is evaluated.

By evolving our performance management processes, we have driven accountability and ensured employees received feedback and coaching to reach their highest potential.

With a specific focus on sales performance, we redesigned and simplified our sales compensation plans, creating a clearer path to earnings.

With a specific focus on sales performance, we redesigned and simplified our sales compensation plans.

Xerox sponsors numerous corporate development initiatives for targeted populations (i.e., high potentials, emerging technology professionals, and senior leaders, etc.), and corporate processes such as succession planning to ensure that we have a clear leadership pipeline for critical organizational roles.

Total Rewards

Our success depends on attracting, retaining, and motivating a highly productive, global workforce.

To achieve this, we take pride in offering our employees a comprehensive Total Rewards program that includes various compensation, benefits, and work-life programs.

Our programs are designed to achieve the following objectives:

Xerox's ability to execute on its strategy depends on attracting, retaining, and motivating a highly productive, global workforce.

To support this objective, we offer a comprehensive Total Rewards program that includes compensation, benefits, and work-life programs.

These programs are designed to align employee rewards with business performance, promote consistency and fairness, and support the Company’s overall strategy.

Our Total Rewards programs are guided by the following principles:

• Drive shareholder value :

support our business strategy that drives value over time.

• Align with performance :

incentivize the right behaviors and reward talent for delivering results to further our Reinvention - when the Company wins, our employees win.

• Support our talent strategy :

attract, retain, and motivate a productive and engaged workforce.

Align rewards with sustainable performance, operational efficiency, and long-term shareholder value.

• Reinforce performance alignment :

Differentiate rewards based on performance and contributions, with an emphasis on accountability and results.

• Support workforce needs :

Maintain competitive and equitable programs that support attraction, retention, and engagement of our global workforce.

As with most global companies, our compensation and benefits vary based on employee eligibility, and local practices and regulations.

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and a sales compensation program that tightly aligns our sales force with business goals.

Our Long-Term Incentive (LTI) equity-based program reinforces alignment of our leaders and key talent with shareholders.

In 2024, approximately 35% of Xerox's employees were eligible to participate in our LTI program.

Our Long-Term Incentive (LTI) equity-based programs reinforces alignment of our leaders and key talent with shareholders.

Our benefits offerings provide our employees with choice and flexibility to help them reach their health and financial goals.

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health, wellness, retirement, paid time off, life and disability insurance, and access to voluntary benefits.

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Employee Training

All employees are required to complete annual training in ethics, privacy, and security.

Certain employees are required to complete additional specialized training pertaining to their role within the organization.

Certain employees are required to complete additional specialized training pertaining to their roles within the organization.

Additionally, numerous training programs are available for employees to take on their own initiative.

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Our Learning function partners with Xerox business leaders to design capability-building programs and Xerox's senior leadership champions a long-term vision to continually develop the skills of our employees.

In 2024, our learning management system recorded over 267,000 learning completions equating to over 35,000 days.

We also laid the groundwork for a new era of learning, modernizing our approach as an essential driver of our growth and innovation.

This included revitalizing our framework for learning by creating a Xerox Skills Taxonomy to ensure we prepare our workforce in the digital and AI age.

This framework is further enhanced as we prepare to move to a new Learning Management System in 2025.

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In 2025, our learning management system recorded over 195,000 learning completions.

In 2025, we delivered a new era of learning with the launch of Xerox Learning Central, our next-generation Learning Management System.

This platform modernized our approach to workforce development and strengthened learning as a core enabler of growth and innovation.

As part of this delivery, we revitalized our enterprise learning framework through the implementation of the Xerox Competency Framework, ensuring our workforce is equipped with the capabilities required for a digital- and AI-driven environment

Material Government Regulations

Our business activities are worldwide and are subject to various federal, state, local, and foreign laws and our products and services are governed by a number of rules and regulations.

Currently, costs incurred to comply with these governmental regulations are not material to our capital expenditures, results of operations and competitive position.

Although there is no assurance that existing or future government laws and regulations applicable to our operations, services or products will not have a material adverse effect on our capital expenditures, results of operations and competitive position, we do not currently anticipate material expenditures for government regulations.

For a discussion of the risks associated with government regulations that may materially impact us, please see Risk Factors included in Item 1A of this combined Form 10-K.

In 2025, costs increased as a result of complying with U.S.

tariff-related regulations.

The increase was partially offset by pricing actions, supply chain optimization initiatives, and other mitigation efforts.

For a discussion of the risks associated with government regulations that may materially impact us, please refer to Item 1A - Risk Factors included in this combined Annual Report on Form 10-K.

Marketing and Distribution

We go to market with a client-centric, market-informed, and services-led approach, selling workplace products and solutions that support the new hybrid workplace and distributed workforce.

We service our clients through our direct sales force or indirectly through distributors, independent agents, dealers, value-added resellers, systems integrators, and e-commerce marketplaces.

We go to market with a client-centric, market-informed, and services-led approach, selling workplace products and solutions that support the hybrid workplace and distributed workforce.

We service our clients through our direct sales force, including our new inside sales organization, or indirectly through distributors, independent agents, dealers, value-added resellers, systems integrators, and e-commerce marketplaces.

In addition, we continue to focus on broadening our footprint to sell offerings to the small and mid-sized markets primarily in the U.S., the U.K., and Canada through Xerox Business Solutions (XBS) which is comprised of regional core companies that provide office technology and services.

Our IT Solutions business provides IT infrastructure solutions to clients of all sizes in the U.S., Canada, and Western Europe.

We are structured to serve our clients globally through our business-unit led operating model and organizational structure which covers direct and indirect routes to market in the Americas (comprised of the U.S., Canada, and Latin America) and EMEA (comprised of Europe, the Middle East, Africa and India).

We have an industry leading and common global delivery model that provides a consistent client experience worldwide.

We believe that this structure creates a leaner and more effective go-to-market model that streamlines our supply chain and provides our client with best-in-class services.

Although we encounter competition in all areas of our business, we are the leader - or among the leaders - in our core mid-range and high-end product groups.

We have common global delivery model that we believe provides a consistent client experience worldwide.

We believe that this structure creates a leaner and more effective go-to-market model that streamlines our supply chain and provides our clients with best-in-class services.

Although we encounter competition in all areas of our business, we believe we are the leader - or among the leaders - in our core entry, mid-range and high-end product groups.

We compete on the basis of technology, performance, price, quality, reliability, brand reputation, distribution, service and support.

The larger competitors in our print business include Canon, FUJIFILM Business Innovations Corp., HP Inc., Konica Minolta, and Ricoh.

Our brand recognition, reputation for document management expertise, innovative technology and service delivery excellence are our competitive advantages.

The larger competitors in our print business include Brother, Canon, FUJIFILM Business Innovations Corp., HP Inc., Konica Minolta, Kyocera and Ricoh.

Our brand recognition, reputation for document management expertise, innovative technology and service delivery are our competitive advantages.

These advantages, combined with our breadth of product offerings, global distribution channels and client relationships, position us as a strong competitor going forward.

As we continue our strategy to diversify and grow other businesses, we may face additional competition from non-print market participants.

With respect to our financing business, our main competitors vary considerably from equipment manufacturers with a captive leasing group to third-party independent leasing entities and financial institutions.

We generally compete based on relationships with customers, dealers and partners and by offering a better integrated service experience.

Our IT Solutions business competes with integrated IT solutions providers and value-added resellers of IT infrastructure equipment.

With respect to our financing business, our main competitors vary considerably from equipment manufacturers with captive financing operations to third-party independent leasing entities and financial institutions.

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compete based on pricing, relationships with customers, dealers and partners and by offering a better integrated service experience.

Our IT Solutions business competes with integrated other IT solutions providers and value-added resellers of IT infrastructure equipment.

Competitors range in size, technological specialty and geographic presence.

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We compete with other third-party leasing companies and financial institutions with respect to the lease financing provided to these end-user customers.

In both instances, financing facilitates customer acquisition of Xerox technology and enhances our value proposition, while providing Xerox a reasonable return on our investment in this business.

In both instances, financing facilitates customer acquisition of Xerox technology and enhances our value proposition, while providing Xerox a return on our investment in this business.

Because our lease contracts allow customers to pay for equipment over time rather than upfront upon installation, we maintain a certain level of debt to support our investment in these lease contracts.

We fund our customer financing activity through a combination of cash generated from operations, cash on hand and proceeds from capital market offerings as well as secured borrowing arrangements and sales of receivables.

At December 31, 2024, we had

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approximately $1.75 billion of finance receivables and $245 million of Equipment on operating leases, net, or Total Finance assets of approximately $2.0 billion.

We fund our customer financing activity through a combination of cash generated from operations, cash on hand, finance receivables sales and proceeds from capital market offerings.

At December 31, 2025, we had approximately $1.4 billion of finance receivables and $299 million of Equipment on operating leases, net, or Total Finance assets of approximately $1.7 billion.

We maintain an assumed 7:1 leverage ratio of debt to equity as compared to our Finance assets, which results in approximately $1.5 billion of our $4.2 billion of debt being allocated to our financing business.

In January 2024, we entered into a new agreement with HPS to transfer the 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.

Xerox will continue to service the lease receivables from prior arrangements with HPS 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), 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.

This 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.

Refer to "Debt and Customer Financing Activities" and "Finance Assets and Related Debt" in the Capital Resources and Liquidity section of Management's Discussion and Analysis, included in Item 7 of this combined Form 10-K, for additional information.

Manufacturing and Supply

Our manufacturing and distribution facilities are located around the world.

Our largest manufacturing site is in Webster, N.Y., where we produce key components and consumables for our products, such as toner.

We have manufacturing operations for materials and components in Dundalk, Ireland;

Wilsonville, OR;

and Oklahoma City, OK.

We conduct sustainable manufacturing in all of these facilities.

In addition, we work with various manufacturing and distribution partners.

This diversification of suppliers brings flexibility and cost efficiency to our manufacturing and supply chain, a critical component in our strategic initiative to optimize operations for simplicity.

Xerox operates a global manufacturing network designed for scale, resilience, and cost efficiency, with facilities across North America, Latin America, Europe, and Asia.

Our largest manufacturing sites are located in Webster, New York, where we produce key components and consumables, including toner, and Juarez, Mexico, which serves as a primary hub for printer and supplies manufacturing and assembly, and further expands the scale and geographic diversity of our combined footprint.

In addition, we have materials and components manufacturing operations in Wilsonville, Oregon, Oklahoma City, Oklahoma, and Boulder Colorado.

We supplement internal manufacturing with a diversified network of third-party sourcing and contract manufacturing partners to enhance flexibility and manage supply chain risk.

Fujifilm Business Innovation Corp.

(formerly Fuji Xerox Co., Ltd.) and Lexmark are our largest partners with whom we maintain product sourcing agreements for specific products primarily across our entry, mid-range and high-end portfolios.

We also acquire products from various third parties to increase the breadth of our product portfolio and meet channel requirements.

In addition, we outsource certain specialized manufacturing activities to partners, such as Flex Ltd.

and Jabil Inc., which are global contract manufacturers with whom we have long-standing relationships.

Our supply chain operations utilize a network of world-class logistics partners who offer warehousing and transportation services.

Reverse Logistics is an integral part of our sustainability mission, and in the U.S.

we perform these operations at our facility in Cincinnati, OH, and globally with a network of various partners.

In 2024, we renewed our multi-year contract with Fujifilm Business Innovation Corp.

This agreement secures our ongoing access to the latest advancements in print engine technology and related supplies, reinforcing Xerox’s commitment to delivering differentiated solutions to our clients and partners.

Refer to the Capital Resources and Liquidity section of Management's Discussion and Analysis, included in Item 7 of this combined Form 10-K for additional information regarding our relationship with FUJIFILM Business Innovation Corp.

is our largest strategic sourcing partner, supporting products across our portfolio.

Our supply chain is supported by a global network of logistics partners providing warehousing and transportation services.

Reverse logistics is an integral part of our sustainability strategy and is conducted in the United States at our Cincinnati, Ohio facility, and in Mexico at our Juarez facility, as well as through other internationally qualified partners.

International Operations

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See also the risk factor entitled “The international nature of our business subjects us to a number of risks, including foreign exchange and interest rate risk and unfavorable political, regulatory, and tax conditions in foreign countries.” in Part I, Item 1A Risk Factors of this combined report on Form 10-K.

Our revenues may be affected by such factors as the introduction of new products, the length of sales cycles and the seasonality of technology purchases and printing volume.

These factors have historically resulted in lower revenues, operating profits, and operating cash flows in the first and third quarters.

Our revenues and operating results are subject to seasonality and may be affected by factors such as the timing of new product and solution introductions, the length of sales cycles, the seasonality of technology purchases, and, for our Print and Other segment, fluctuations in printing volume.

Historically, these factors have resulted in lower revenues, operating profits, and operating cash flows for the Print and Other segment in the first and third quarters, while the IT Solutions segment has experienced higher revenues and operating profits in the second and third quarters.

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Other Information

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

What changed 10-K

Item 1. Business