XRX 10-K Annual Report Dec. 31, 2023 | Alphaminr
ALPHAMINR

XRX 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 13 - Restructuring ProgramsNote 6 - Acquisitions and DivestituresNote 4 - Segment and Geographic Area ReportingItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Basis Of PresentationNote 2 Recent Accounting Pronouncements and Summary Of Significant Accounting PoliciesNote 3 RevenueNote 4 Segment and Geographic Area ReportingNote 8 - Finance Receivables, NetNote 5 LessorNote 6 Acquisitions and DivestituresNote 7 Accounts Receivable, NetNote 8 Finance Receivables, NetNote 9 Inventories and Equipment on Operating Leases, NetNote 10 - Land, Buildings, Equipment and Software, NetNote 11 LesseeNote 12 - Goodwill, Net and Intangible Assets, NetNote 13 Restructuring ProgramsNote 14 - Supplementary Financial InformationNote 15 DebtNote 16 Financial InstrumentsNote 17 Fair Value Of Financial Assets and LiabilitiesNote 18 Employee Benefit PlansNote 19 - Income and Other TaxesNote 20 Contingencies and LitigationNote 21 - Preferred StockNote 22 Shareholders EquityNote 23 Stock-based CompensationNote 24 Other Comprehensive (loss) IncomeNote 25 Loss Per ShareItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships, Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3(a)(1) Restated Certificate of Incorporation of Xerox Corporation's filed with the Department of State of New York on July 31, 2019. Incorporated by reference to Exhibit 3.2 to Xerox Corporation's Report on Form 8-K dated July 31, 2019. See SEC File Number 001-04471. 3(a)(2) Restated Certificate of Incorporation of Xerox Holdings Corporation filed with the Department of State of New York on May 19, 2022. Incorporated by reference to Exhibit 3.2 to Xerox Holdings Corporation's Quarterly Report on Form 10-Q dated May 19, 2022. See SEC File Number 001-39013. 3(b)(1) Second Amended and Restated By-Laws of Xerox Corporation dated February 5, 2024. 3(b)(2) Amended and Restated By-Laws of Xerox Holdings Corporation dated February 17, 2022. Incorporated by reference to Exhibit 3(b)(2) to Xerox Holdings Corporation's Annual Report on Form10-K dated February 23, 2022. See SEC File Number 001-39013. 4(c) Form of Indenture dated as of December 4, 2009 between Xerox Corporation and the Bank of New York Mellon, as trustee, relating to an unlimited amount of senior debt securities. Incorporated by reference to Exhibit 4(b)(5) to Post-Effective Amendment No. 1 to Xerox Corporation's Registration Statement No. 333-142900. See SEC File Number 001-04471. 4(d) Form of Indenture dated August 6, 2020 among Xerox Holdings Corporation, Xerox Corporation and U.S. Bank National Association, as Trustee, with respect to Xerox Holdings Corporations 5.000% Senior Notes due 2025. Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporations and Xerox Corporations combined Current Report on Form 8-K dated August 6, 2020. See SEC File Numbers 001-39013 and 001-04471. 4(e) Form of Indenture dated August 6, 2020 among Xerox Holdings Corporation, Xerox Corporation and U.S. Bank National Association, as Trustee, with respect to Xerox Holdings Corporations 5.500% Senior Notes due 2028. Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporations and Xerox Corporations combined Current Report on Form 8-K dated August 6, 2020. See SEC File Numbers 001-39013 and 001-04471. 4(f) Description of Xerox Holdings Corporation Capital Stock. Incorporated by reference to Exhibit 4(d) to Xerox Holdings Corporations and Xerox Corporations combined Annual Report on Form 10-K for the fiscal year ended December 31, 2019. See SEC File Numbers 001-39013 and 001-04471. 4(g) Form of Registration Rights Agreement dated as of April 2021 by and among Xerox Holdings Corporation, Carl C. Icahn and the named Icahn companies. Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.See SEC File Numbers 001-39013 and 001-04471. *10(a) Officer Severance Program, as amended and restated effective February 17, 2021. Incorporated by reference to Exhibit 10(a)(3) to Xerox Holdings Corporations and Xerox Corporations combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Nos. 001-39013 and 001-04471. *10(c) Compensation Plan Agreement, dated as of July 31, 2019 between Xerox Corporation and Xerox Holdings Corporation. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporations Current Report on Form 8-K Dated July 31, 2019. See SEC File Number 001-39013. *10(d)(1) Xerox Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, as amended and restated as of July 31, 2019 ("2004 ECPNED"). Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation's Current Report on Form 8-K dated July 31, 2019. See SEC File Number 001-0447139013. *10(d)(2) Form of Agreement under 2004 ECPNED. Incorporated by reference to Exhibit 10(d)(2) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005. See SEC File Number 001-04471. *10(d)(3) Form of Grant Summary under 2004 ECPNED. Incorporated by reference to Exhibit 10(d)(3) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005. See SEC File Number 001-04471. *10(d)(4) Form of DSU Deferral under 2004 ECPNED. Incorporated by reference to Exhibit 10(d)(4) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005. See SEC File Number 001-04471. *10(d)(5) Form of Deferred Stock Unit (DSU) Agreement under 2004 ECPNED. Incorporated by reference to Exhibit 10.13 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(d)(6) Form of DSU Award Summary under 2004 ECPNED. Incorporated by reference to Exhibit 10.14 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(d)(7) Form of Restricted Stock Unit ("RSU") Agreement under 2004 ECPNED. Incorporated by reference to Exhibit 10.15 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(d)(8) Form of RSU Award Summary under 2004 ECPNED. Incorporated by reference to Exhibit 10.16 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(d)(9) Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, 2021 Amendment and Restatement ("2021 ECPNED") Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's Current Report on Form 8-K dated May 20, 2021. See SEC File Number 001-39013. *10(d)(10) Form of Deferred Stock Unit (DSU) Agreement under 2021 ECPNED. Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. *10(d)(11) Form of DSU Award Summary under 2021 ECPNED. Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. *10(d)(12) Form of Restricted Stock Unit (RSU) Agreement under 2021 ECPNED. Incorporated by reference to Exhibit 10.11 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. *10(d)(13) Form of RSU Award Summary under 2021 ECPNED. Incorporated by reference to Exhibit 10.12 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. *10(e)(1) Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of June 30, 2017 ("2017 PIP"). Incorporated by reference to Exhibit 10(e)(1) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2017. See SEC File Number 001-04471. *10(e)(2) Amendment No. 1 dated February 1, 2018 to 2017 PIP. Incorporated by reference to Exhibit 10(e)(18) to Xerox Corporations Annual Report on Form 10-K for the year ended December 31, 2017.See SEC File Number 001-04471. *10(e)(3) Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable). Incorporated by reference to Exhibit 10(e)(32) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. *10(e)(4) Form of Award Summary Under PIP; ELTIP; PSU & RSU (ratable). Incorporated by reference to Exhibit 10(e)(33) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. *10(e)(5) Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable). Incorporated by reference to Exhibit 10(e)(34) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. *10(e)(6) Form of Award Summary Under PIP; ELTIP; RSU (ratable). Incorporated by reference to Exhibit 10(e)(35) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. *10(e)(7) Form of Omnibus Award Agreement under PIP; ELTIP: Stock Options. Incorporated by reference to Exhibit 10(e)(36) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. *10(e)(8) Form of Award Summary under PIP; ELTIP: Stock Options. Incorporated by reference to Exhibit 10(e)(37) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. *10(e)(9) Amendment No. 2 dated May 14, 2018 to 2017 PIP. Incorporated by reference to Exhibit 10.5 to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018. See SEC File Number 001-04471. *10(e)(10) Amendment to CEO Option and Performance Share / Restricted Stock Unit Award Agreements. Incorporated by reference to Exhibit 10.7 to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018. See SEC File Number 001-04471. *10(e)(11) Amendment No. 3 dated January 14, 2019 to 2017 PIP. Incorporated by reference to Exhibit 10(e)(42) to Xerox Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. *10(e)(12) Performance Elements for 2019 Executive Long-Term Incentive Program. Incorporated by reference to Exhibit 10(e)(44) to Xerox Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. *10(e)(13) Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable). Incorporated by reference to Exhibit 10(e)(45) to Xerox Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. *10(e)(14) Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable). Incorporated by reference to Exhibit 10(e)(46) to Xerox Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. *10(e)(15) Form of Omnibus Award Agreement under PIP; ELTIP; Stock Options. Incorporated by reference to Exhibit 10.3 to Xerox Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. See SEC File Number 001-04471. *10(e)(16) Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of July 31, 2019. Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporations Current Report on Form 8-K dated July 31, 2019. See SEC File No. 001-39013. *10(e)(17) Form of Performance Share Unit (PSU) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(18) Form of Restricted Stock Unit (RSU) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(19) Form of One-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.5 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(20) Form of Two-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.6 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(21) Form of Three-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.7 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(22) Form of Stock Option Agreement under Xerox Corporation 2005 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.8 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(23) Form of PSU Award Summary under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(24) Form of RSU Award Summaries under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(25) Form of Stock Option Award Summary under Xerox Corporation 2004 Performance Incentive Plan, as amended. Incorporated by reference to Exhibit 10.11 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(e)(26) Performance Elements for 2020 Executive Long-Term Incentive Program. Incorporated by reference to Exhibit 10(e)(43) to Xerox Holdings Corporations and Xerox Corporations combined Annual Report on Form 10-K for the fiscal year ended December 31, 2019. See SEC File Numbers 001-39013 and 001-04471. *10(f)(1) Xerox Holdings Corporation Performance Incentive Plan (XHCPIP). Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporations and Xerox Corporations combined Current Report on Form 8-K dated May 28, 2020. See SEC File Numbers 001-39013 and 001-04471. *10(f)(2) Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; PSU. Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. *10(f)(3) Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (ratable). Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. *10(f)(4) Form of Omnibus Award Agreement under XCHPIP: PIP; ELTIP; 1-year RSUs. Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. *10(f)(5) Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 2-year RSUs. Incorporated by reference to Exhibit 10.5 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. *10(f)(6) Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 3-year RSUs. Incorporated by reference to Exhibit 10.6 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. *10(f)(7) Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; Stock Options. Incorporated by reference to Exhibit 10.7 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. *10(f)(8) Description of Leadership Retention Awards and RSU Awards for 2020. Incorporated by reference to Item 5.02 of Xerox Holdings Corporations and Xerox Corporation's Current Report on Form 8-K dated November 19, 2020. See SEC File Numbers 001-39013 and 001-04471. *10(f)(9) Form of Leadership Retention Award under XHCPIP. Incorporated by reference to Exhibit 10(f)(9) to Xerox Holdings Corporations and Xerox Corporations combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. *10(f)(10) Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (2-year ratable 50/50). Incorporated by reference to Exhibit 10(f)(10) to Xerox Holdings Corporations and Xerox Corporations combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. *10(f)(11) Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (3-year ratable 33/33/34). Incorporated by reference to Exhibit 10(f)(11) to Xerox Holdings Corporations and Xerox Corporations combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. *10(f)(12) Form of PSU Award Summary under XHCPIP. Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(f)(13) Form of RSU Award Summary under XHCPIP. Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. *10(f)(14) Management Incentive Plan for 2021. Incorporated by reference to Exhibit 10(f)(14) to Xerox Holdings Corporation's Annual Report on Form10-K dated February 23, 2022. See SEC File Number 001-39013. *10(f)(15) Performance Elements for 2021 Executive Long-Term Incentive Program. Incorporated by reference to Exhibit 10(f)(15) to Xerox Holdings Corporations and Xerox Corporations combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. *10(f)(16) Xerox Holdings Corporation Performance Incentive Plan, as amended through October 21, 2021. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporations Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2021. See SEC File Numbers 001-39013 and 001-04471. *10(f)(17) Form of E-LTIP Performance Share Unit (PSU) Award Agreement (2022) under XHCPIP. Incorporated by reference to Exhibit 10(f)(17) to Xerox Holdings Corporation's Annual Report on Form10-K dated February 23, 2022. See SEC File Number 001-39013. *10(f)(18) Form of E-LTIP Restricted Stock Unit (RSU) Graduated-Vesting Award Agreement (2022) under XHCPIP. Incorporated by reference to Exhibit 10(f)(18) to Xerox Holdings Corporation's Annual Report on Form10-K dated February 23, 2022. See SEC File Number 001-39013. *10(f)(19) Form of E-LTIP RSU Cliff-Vesting Award Agreement (2022) under XHCPIP. Incorporated by reference to Exhibit 10(f)(19) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. *10(f)(20) Form of International Appendix to E-LTIP PSU and RSU Award Agreements (2022) under XHCPIP. Incorporated by reference to Exhibit 10(f)(20) to Xerox Holdings Corporation's Annual Report on Form10-Kdated February 23, 2022. See SEC File Number 001-39013. *10(f)(21) Management Incentive Plan for 2022. Incorporated by reference to Exhibit 10(f)(21) to Xerox Holdings Corporation's Annual Report on Form10-Kdated February 23, 2022. See SEC File Number 001-39013. *10(f)(22) Performance Elements for 2022 Executive Long-Term Incentive Program. Incorporated by reference to Exhibit 10(f)(22) to Xerox Holdings Corporation's Annual Report on Form10-K dated February 23, 2022. See SEC File Number 001-39013. *10(f)(23) Form of 2023 Restricted Stock Unit Award Agreement, 3-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(23) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(24) Form of 2023 Restricted Stock Unit Award Agreement, 2-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(24) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(25) Form of 2023 Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(25) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(26) Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 3-Year under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(26) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(27) Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 2-Year under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(27) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(28) Form of 2023 Restricted Stock Unit Award Agreement, 3-year under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(28) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(29) Form of 2023 Restricted Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(29) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(30) Form of 2023 E-LTIP Performance Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(30) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(31) Form of 2023 Performance Stock Unit Award Agreement under XHCPIP, amended and effective as of October 21, 2021. Incorporated by reference to Exhibit 10(f)(31) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(32) Management Incentive Plan for 2023 Incorporated by reference to Exhibit 10(f)(32) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(33) Management Incentive Plan for 2022 Performance Report Incorporated by reference to Exhibit 10(f)(33) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(34) Performance Elements for 2023 Executive Long-Term Incentive Program Incorporated by reference to Exhibit 10(f)(34) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. *10(f)(35) Performance Elements for 2024 Executive Long-Term Incentive Program *10(f)(36) Management Incentive Plan for 2023 Performance *10(f)(37) Management Incentive Plan for 2024 *10(f)(38) Form of 2023 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024. *10(f)(39) Form of 2023 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024. *10(f)(40) Form of 2023 E-LTIP Performance Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024. *10(f)(41) Form of 2024 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024. *10(f)(42) Form of 2024 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024. *10(f)(43) Form of 2024 E-LTIP Performance Stock Unit Award Agreement. *10(f)(44) Form of 2024 XSIP Restricted Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024. *10(g) Compensation Terms for Xavier Heiss, Chief Financial Officer, effective January 1, 2021. Incorporated by reference to Item 5.02 of Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 10, 2020. See SEC File Numbers 001-39013 and 001-04471. *10(h) Uniform Rule dated December 17, 2008 for all Deferred Compensation Promised by Xerox Corporation. Incorporated by reference to Exhibit 10(r) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. See SEC File Number 001-04471. 10(i) Nomination and Standstill Agreement, dated as of January 26, 2021, by and among Xerox Holdings Corporation, Carl C. Icahn and the other parties named therein. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporations Current Report on Form 8-K dated January 26, 2021. See SEC File Numbers 001-39013 and 001-04471. 10(j) Nomination and Standstill Agreement, dated as of January 26, 2021, by and between Xerox Holdings Corporation and Darwin Deason. Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporations Current Report on Form 8-K dated January 26, 2021. See SEC File Numbers 001-39013 and 001-04471. 10(k)(1) Separation and Consulting Services Agreement, by and between the Company and Louie Pastor, dated April 18, 2023. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporations and Xerox Corporations combined Current Report on Form 8-K dated April 21, 2023. See SEC File Numbers 001-39013 and 001-04471. 10(k)(2) Termination of Consulting Services, dated December 29, 2023, by and between Xerox Holdings Corporation and Louie Pastor. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporations and Xerox Corporations Current Report on Form 8-K dated December 29, 2023. See SEC File Numbers 001-39013 and 001-04471. 10(k)(3) Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor. Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporations and Xerox Corporations Current Report on Form 8-K dated December 29, 2023. See SEC File Numbers 001-39013 and 001-04471. 10(l) Form of Change in Control Severance Agreement, effective January 1, 2024, as approved by the Compensation Committee of the Board of Directors of Xerox Holdings Corporation. Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporations and Xerox Corporations Current Report on Form 8-K dated December 29, 2023. See SEC File Numbers 001-39013 and 001-04471. 10(m) Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporations and Xerox Corporations combined Quarterly Report on Form 10-Q dated November 2, 2022. See SEC File Number 001-39013 and 001-04471. 10(n) Credit Agreement, dated as of November 17, 2023, by and among XEROX CORPORATION, a New York corporation, XEROX HOLDINGS CORPORATION, a New York corporation, and each other Guarantor party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent. Incorporated by reference to Exhibit 10.1 to Xerox Holding Corporations and Xerox Corporations combined Current Report on Form 8-K dated November 17, 2023. See SEC File Numbers 001-39013 and 001-04471. 10(o) Credit Agreement, dated as of July 7, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent. Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporations and Xerox Corporations combined Current Report on Form 8-K dated July 13, 2022. See SEC File Numbers 001-39013 and 001-04471. 10(p) Credit Agreement, dated May 22, 2023, by and among Xerox Corporation, a New York Corporation, Xerox Holdings Corporation, a New York corporation, and each other Guarantor party thereto, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and collateral agent. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated May 23, 2023. See SEC File Number 001-39013. 10(q) Purchase Agreement dated September 28, 2023 by and between the Company and the Icahn Parties. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated September 28, 2023. See SEC File Number 001-39013. 14 Company Code of Ethics 19 Company Insider Trading Policy 21 Subsidiaries of Registrant. 23(a) Consent of PricewaterhouseCoopers LLP re Xerox Holdings Corporation. 23(b) Consent of PricewaterhouseCoopers LLP re Xerox Corporation. 31(a)(1) Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31(a)(2) Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31(b)(1) Certification of Xerox Holdings Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31(b)(2) Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 32(a) Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C. 1350 as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002. 32(b) Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. 1350 as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002. 97 Company Clawback Policy