Xerox : Investor Handout as of Q2 2019 (after Q1 2019 earnings)

XEROX INVESTOR HANDOUT

As of Q2 2019

http://www.xerox.com/investor

Strategy Overview

First Quarter 2019 Results

Forward-Looking Statements

This presentation, and other written or oral statements made from time to time by management contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words "anticipate", "believe", "estimate", "expect", "intend", "will", "should", "targeting", "projecting", "driving" and similar expressions, as they relate to us, our performance and/or our technology, are intended to identify forward-looking statements. These statements reflect management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to: our ability to address our business challenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; our ability to attract and retain key personnel; changes in economic and political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we do business; the imposition of new or incremental trade protection measures such as tariffs and import or export restrictions; changes in foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect our intellectual property rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and that civil or criminal penalties and administrative sanctions could be imposed on us if we fail to comply with the terms of such contracts and applicable law; the risk that partners, subcontractors and software vendors will not perform in a timely, quality manner; actions of competitors and our ability to promptly and effectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintain and improve cost efficiency of operations, including savings from restructuring actions; the risk that confidential and/or individually identifiable information of ours, our customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems due to cyber attacks or other intentional acts; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; the exit of the United Kingdom from the European Union; our ability to manage changes in the printing environment and expand equipment placements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with our employee pension and retiree health benefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; any potential termination or restructuring of our relationship with Fujifilm Holdings Corporation; the proposed holding company reorganization; the occurrence and timing of any closing of the proposed holding company reorganization; the shared services arrangements entered into by the Company as part of Project Own It; any potential strategic transaction involving our customer financing business and/or related assets; and other factors that are set forth in the "Risk Factors" section, the "Legal Proceedings" section, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and other sections of our 2018 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. Our forward-looking statements are also subject to the factors and other information set forth in the "Summary of the Holding Company Reorganization Proposal" section, the "Risk Factors" section and the "Proposal 1 - Approval of the Holding Company Reorganization" section of our definitive Joint Proxy Statement/Prospectus dated April 22, 2019 filed on Schedule 14A with the SEC. These forward-looking statements speak only as of the date of this presentation or as of the date to which they refer, and Xerox assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

2

Why Invest in Xerox

•Strong, sustainable cash generation, returning over 50% to shareholders

•Simplifying business for sustainable operational improvements with Project Own It

•Strong innovation capabilities to deploy into adjacent and new markets

•Laying the foundation to improve revenue trajectory by leveraging new and existing markets

•Earned the right with customer base to scale

>$3Bof Free Cash Flow1projected over next 3 years*

>200 bpsAdjusted1Operating Margin expansion projected over next 3 years, expected to drive at least $4.00 Adjusted1EPS by 2020*

R&D investments focused on innovation to increase 20%in 2019*

Revenue trajectory set to improve annually. Flat to growing revenue by 2021*.

#1 market share in A3, Production and Managed Print Services2

1Adj measures: see Non-GAAP Financial Measures

*See "Forward-Looking Statements" at the front of this document

32Share data (CY2017, Worldwide) from IDC's Worldwide and U.S. Managed Print and Document Services and Basic Print Services Market Shares, 2017: Moving Downmarket, June 2018, IDC #US42612918; A3 and Production market shares (3QLTM 2018 equipment sales revenue, Xerox Corp territory) are from Xerox analysis based on market sources

Xerox: A Global Leader with a Strong, Diverse Business Profile

Financial Profile

$9.8B

Revenue

11.6%

Adj1Operating Margin

$1.1B

Operating Cash Flow from Continuing Operations

Business Model

>75%		35%		#1 leader
of revenue		of revenue from	in equipment revenue share
post sale driven		Xerox Services2	and managed print3
Revenue by Region		Revenue by Products
			and Services
			Entry4	3% 3%
	14%		Mid-Range
United States		18%	15%
Europe			High-End		4%
Other	27%	59%	Services,
		Maintenance

and Rentals

57%

Unbundled supplies, paper and other sales Financing

Note: all figures represent 2018 results unless noted.

41Adj measures: see Non-GAAP Financial Measures; 2Xerox Services includes Intelligent Workplace Services (formerly MPS), Centralized Print Services, Workflow Automation and Communication and Marketing

Solutions; 3Share data (CY2017, Worldwide) from IDC's Worldwide and U.S. Managed Print and Document Services and Basic Print Services Market Shares, 2017: Moving Downmarket, June 2018, IDC US42612918; A3 and Production market shares (CY2018 equipment sales revenue, Xerox Corp territory) are from Xerox analysis based on market sources; 4Includes Other.

Strategic Initiatives to Position Xerox for Success

Optimize

Operations

Focus on	SHAREHOLDER	Drive
Cash Flow	VALUE	Revenue

Re-energize

Innovation

•Flatten organization for better accountability and ownership

•Leverage our growing customer base to deliverend-to-end solutions

•Invest in emerging technologies with attractive addressable markets

•Expand earnings and cash flow generation

5

Aligning Compensation to Key Performance Metrics

2019 Performance-Based Incentive Program Details

Annual Incentive Program (% weightings1)

Absolute		Free Cash		Adjusted2		Unit /
Revenue $		Flow2		Operating		Individual
				Margin		Measures
25%		25%		25%		25%

Long-Term(3-Year) Incentive Program (% weightings1)

Absolute		Free Cash		Absolute Share Price3
Revenue $		Flow2
25%		25%		50%

61Percentages represent the weightings of each measure within the Annual (2019) and Long-term(2019-2021) incentive compensation plans 2Adjusted measures: see non-GAAP Financial Measures

3Share price at end of 2021 (average of last 20 trading days) plus accumulated dividends over the three-year period

Project Own It

Organization

•Intensity, speed and scaleof transformation

•Decision making closer to customers- flatter, more agile, faster to respond to customer needs

•Lean and Accountable

Demand/Supply Shaping Process

•Supplies and finished productssupply chain

•Fuji Xerox relationship stable

•Right number ofofferingsat the right cost

Service Delivery

•Customer serviceexcellence

•Order to installtimes

•Billing accuracyandflexibility

•End to end processesimprove customer experienceand reduce cost

Productivity

•Simplify, Eliminate, Standardize

IT Systems and Tools

•Technologyrefresh

•Self-funding

•Automation & Analytics

Top Line

•Focuson driving therevenue engine

Transforming and Simplifying the Business

Organiza-

tion

	Demand /
Top Line	Supply
shaping
	process
	Re-engineering
	to create a
	more
	frictionless and
	high velocity
	business.
IT	Service
systems
Delivery
and tools
	Produc-
	tivity

8

What's

Different?

Accountability

•OneSenior Owner

Experience

•Brought inkey players with experience driving major transformations

•Identified, promoted and broadened roles ofexisting talent

Execution

•Designingforend-to-endoperational efficiency

•Increasedrigor and discipline

•Executing withgreater speed

•Accelerateddecision-makingon complex decisions

Investments

•ITSolutions/Cloud

•Robotics

•Analytics

•DeliverySolutions

•E-commerce/Channel Enablement

9

Project Own It:

Enterprise-wide gross savings of at least $640M expected in 2019*

PROJECT OWN IT

EXPECTED SAVINGS* ($M)

2 0 1 9	150	490
	Completed	In Execution Mode

2 0 2 0	170	280
	2019 Flow Thru

2 0 2 1375

10	*See "Forward-Looking Statements" at the front of this document.

Project Own It Expected to Drive Gross Savings of at Least $640M in 2019*

Shared

Services

Centers

Procurement

ITDelivery

Supply Chain

Real Estate

Org Design & Benefit Costs

Target: $85-105M*

Partnering with

Top Tier

Provider

Optimize

Workforce

Process

Simplification using Robotics & Automation

Target: $140-160M*

Supplier

Rationalization /

Rate Reduction

Initiating Global

Spend Control

Board

Reduce Gap to Indirect & Direct Cost Benchmark

Target: $90-110M*

Reduce

Application

Portfolio ~50%

IT Investment

Strategy

Organization

Optimization

Drive

Automation &

Simplification

Terminate /

Consolidate

Vendors

Target: $140-$150M*

Deal

Governance

Enhanced

Remote Solve &

Self Help

Establish

Preferred

Suppliers

Integrated Acct

Management,

Specialized

Hubs

Target: $15-25M*

Supply Chain

Logistics

SKU

Simplification

Improve

Inventory

Controls

Target: $20-30M*

Performing

Comprehensive

Global Portfolio

Review

Reduce Global Footprint ~50%

Align Facilities

Planning with

Operational

Strategy

Target: $150-175M*

Reduce Layers /

Increase Spans /

Address Low

Performers

Design

Organization &

Operating Model

to New Strategy

Harmonize

Benefits and

Reduce Cost

Enable Self-

Service & Data

Standardization

Robotic Process Automation & Predictive Analytics

11*See "Forward-Looking Statements" at the front of this document.

7 Key Drivers - Simplifying our Business

Procurement

IT

Supply Chain

Real Estate

Organization Design &

Benefit Costs

Shared Services

Centers

Delivery

FROM

8,000+ suppliers

Cost: 4%of revenue ~1700applications

100's of Sku increasing inventory cost

555Locations

8.4Msquare feet

Avg. 1:6 spans & layers of control Numerous benefit plan choices

TARGETING TO*

~3000 suppliers

Cost:1% of revenue

~500 applications

16% Sku Simplification and improved inventory

controls executed in 2019; continuing further reduction.

Supply ChainLogistics re-engineered

261Locations

6.2M square feet

Avg. 1:8 span of control, reduced 2 layers

Organization Effectiveness

Limited benefit plans offered tosimplify the process

12*See "Forward-Looking Statements" at the front of this document.

Shared Services Center - Transformation Highlights

FROM	TARGETING TO*

~2600 resources in SSC

7 organizations utilizing SSC

~6000 resources in SSC

10 organizations utilizing SSC

Single Global Shared Service aligned to global processes,connected to the business and customers

Shared Services

Centers

(SSC)

Staff augmentation in offshore locations	Process alignedCenters of Excellence doing
performing work where it has originated	work in the most efficient location aligned to the
or been shifted	Operating Model (both cost and capability)
Patches of low level transformation and	Scale level automation and process
transformationapplied across all applicable
automation in disparate process areas
processes to significantly reduce manual work

Siloed groups of offshore staff with onshore management and inconsistent operational metrics

Organization based on true Shared Service design with benchmark spans and layers and the application of Lean Managementusing data analytics and RPAto continuously improve performance

13*See "Forward-Looking Statements" at the front of this document.

Delivery - Transformation Highlights

FROM	TARGETING TO*

Delivery

Sales-led solution design in pursuits	Standards based Solution DesignCenter of
Excellence- robust, competitive solutions offering
Regional Delivery organizations	Simplified Global Delivery model
- 300+ role definitions, 13 layers	- 30 role definitions, 8 layers
- limited leverage of shared services	- 5x roles in shared service centers
- NA Technical Service and XBS delivery isolated	- one Xerox delivery across NA
- country level quality metric definitions	- few, common quality and cost metrics
Limited supplier quality / cost leverage, often	Pan-regional suppliers for core capabilities (e.g.
deal based engagement	US vended print from 159 suppliers to a target of 2)
Diverse product maintenance incident	Common incident process withenhanced Self
management quality performance and costs	Help and Remote Solve technology
- 30% remote solve	- 43 - 50%self-serve and remote solve

Fragmented client ownership across	Integrated Account Management for all Service
delivery,specialized global delivery hubs by
offerings, fragmented delivery models
offering

14*See "Forward-Looking Statements" at the front of this document.

Revenue Roadmap

3-Year Revenue Roadmap:

Targeting Growth by 2021*

▲	▲	▲	▲
2018	2019	2020	2021
SIMPLIFY	TRANSFORM PORTFOLIO	STABILIZE	ROAD TO GROWTH
	& ACCELERATE SALES

•Deep analysis of market and revenue trends

•Identification of the "hidden technical gems"

•Reinforcement of selected growth strategies and expansion into new areas

16

•Expand our technology solutions

•Broaden services & software portfolio

•Drive SMB and Xerox Business Solutions (XBS) organic coverage and dealer acquisition

•New sales coverage & compensation

•Continue building strengths in

SMB

•Accelerate expansion in services and software

•Scale eCommerce platform

•Commercialize select R&D IP

•Continue to lead/advance our position in core markets

•Yield revenue from Innovations (3D print technologies; Sensor technology; AI / IoT)

•Increasepost-sale revenue as a result of 2019-20 placements

*See "Forward-Looking Statements" at the front of this document

Opportunities to Expand Our Market by $54B*

A3 Multifunction Printers,	$19B
▼ 6%

Digital Packaging,	$5B
▲ 11%

Managed Services,	$27B
▲ 3%
A4 Multifunction Printers,	$14B
▲2%

		3D,	$8B
		▲ 25%
Digital Services,	$25B	IoT Sensors & Services,	$8B
▲ 7%	▲ 9%

High-end / Production,	$7B	Software,	$6B	AI Workflow Assistants,	$2B
Flat, (Color ▲2%, Mono
▲6%	▲ 45%
▼12%)
Core	$67B	Adjacent	$31B	New	$23B
Market Size		Market Size		Market Size

▲Market CAGR(2018-2020)

17Note: 2018 Market sizes (Core & Digital Services are Xerox Corp territory, all others are Worldwide), CAGRS are2018-2020 and are based on Xerox analysis of market data sources.

*See "Forward-Looking Statements" at the front of this document.

Our Revenue Roadmap is Focused on Five Major Strategies

Expected Impact Over Next 3 Years*

2019 2020 2021

Improve our Core

Technology Business

ExpandServices &

Software

Capitalize on the opportunity in SMB

Transform client Digital

Experience

DriveInnovation & New

Growth Businesses

18*See "Forward-Looking Statements" at the front of this document.

The Foundation of our Three-year Roadmap Builds from Leadership Positions in our Core Technology and Services Markets

#1,	A3 multifunction printers, $19B,▼6%	•Differentiating through ConnectKey software and security
20% share	•Defending our market share leadership, with growth in SMB

#7,	A4 multifunction printers, $14B, ▲2%
5% share

#1,	High End (Production Color), $6B, ▲2%
28% share
#1 in MPS,	Managed Services, $27B, ▲3%
21% share1

•Improved breadth of portfolio

•Underpenetrated in multiband and value added IT reseller channels ("IT VARS")

•Strength and leadership in Xerographic technology

•Expanding our solutions in Inkjet across the portfolio and into adjacent technologies

•Growing in SMB / Channel Managed Print Services

•Vertical differentiation in Enterprise

•Regaining strength in Services

1.Share data (CY2017, Worldwide) from IDC's Worldwide and U.S. Managed Print and Document Services and Basic Print Services

Market Shares, 2017: Moving Downmarket, June 2018, IDC #US42612918

19* Note: All other market shares (3QLTM 2018 equipment sales revenue, Xerox Corp territory) and market data (CY2018, CAGR'18-'20, Xerox Corp territory) are from Xerox analysis based on market sources

Improve OurCore Technology Business

Disrupting the multifunction device market*

•Creating a new category of workplace assistant:Leverage new technologies in cloud, security, automation, AI and personalization

•Redefining the multi-function user experience:

Using ConnectKey platform that is digitally enabled to grow with our customers - cloud and mobile ready, expand capability through apps, personalized experience while delivering the most secure ecosystem

Workplace Assistant & Apps		Kiosk Solution		Specialty toners

We are not simply trying harder in this marketplace, we are looking to fundamentally re-define it

20	*See "Forward-Looking Statements" at the front of this document.

Improve OurCore Technology Business

Revolutionizing traditional color by going beyond CMYK and paper*

•Expanding beyond commodity print:With metallic, fluorescent and clear inks, to

bring higher value solutions to our customers

•Lowering the cost of entry into inkjet printing:Leverage our press platforms and proprietary inkjet technology

•Disrupting digital packaging:New technology to significantly grow the addressable market

We are not simply trying harder in this marketplace, we are looking to fundamentally redefine it

21	*See "Forward-Looking Statements" at the front of this document.

From MPS to Xerox Intelligent Workplace Services

Security

Enabling

the

Intelligent

Workplace

Analytics

Digital

Cloud/IoT

Reinforcing benchmark data, document, and device security

Providing scalable cloud services that are user and IT friendly

Bridging physical and digital worlds so office workers can be more productive

Guiding the customer experience using analytics to find opportunities for automation and improvement

Moving beyond print gives us latitude to deliver additional value

22

Expanding Services& Software*

Accelerating services revenue from a position of strength

•Leading with vertical service bundles supported by robust horizontal capabilities

Digital Patient		Digital Insurer		Digital Retailer		Digital Citizen

•Focusing on Services growth in the SMB

•Extending our leadership in Enterprise services

We aim to root everything we do in a robust technology and security foundation serving digital age client requirements

23	*See "Forward-Looking Statements" at the front of this document.

24

Expanding Services & Software

Leveraging our personalization software and content management solutions to drive revenue*

•Xerox+ software ecosystem strategy designed for integrated use of platforms

ConnectKey®

FreeFlow®

DocuShare®

XMPie®

•Expecting to ramp up over 2,000 worldwide direct selling resources and thousands of

channel partners with compensation tied to 2019 software targets

•All software & services are architected for security, cloud, AI and digital enablement

New digital software & services will increase revenue and turn on new sources of value

*See "Forward-Looking Statements" at the front of this document.

Capitalize on the Opportunity in SMB

Increased investment in channel and Xerox Business Solutions (XBS) focused on SMB markets

SMB Plan

•XBS expanding

‒organic & inorganic coverage

‒IT services business

•Further expansion in the channel (monobranded & multibranded)

•Value Added Resellers (VARs) channel acceleration

•eCommerce

		Fortune 500		•	Direct Sales & Service
	Enterprise Government
		Top GC Accounts
				•	XBS
		Commercial
			•	Channel partners (multibranded
	Medium	Health Care
	Education			and monobranded)
		Local Gov't
				• Value Added IT resellers
	Small	Accounts
		•	Xerox eCommerce
	(all Industries)
			•	Xerox Inside Sales

Our coverage strategy is aligned to support our portfolio with emphasis and investment in SMB channels

25

Near-Term Revenue Roadmap

Improve our Core Technology Business

Capitalize on the

Opportunity in SMB

•Expand our successful and growing XBS channel as well as continue to build presence throughtuck-in dealer acquisitions

•Further expansion of dealer channels(mono-branded and multi-branded)

•Broaden coverage and invest in growing sales through IT resellers

•Invest in and improve oure-commerce platforms

Positive

Flywheel

Effect to Drive Greater Market Share and Increase Our Customer Relevance

and Penetration

•Continue to grow overall market share in workplace from our ConnectKey®platform enabled devices (A3 & A4)

Creating a new category of workplace assistant: leverage new technologies in cloud, security, automation, AI and personalization

Using ConnectKey®platform that is digitally enabled to grow with our customers - cloud and mobile ready, expand capability through apps, personalized experience while delivering the most secure ecosystem

•Expand beyond commodity print in thehigh-end: with metallic, fluorescent and clear inks, to bring higher value solutions to customers

Build on Iridesse (launched H2 2018) success

Expand Services & Software

•Leverage our historic leadership in Managed Print Services (MPS). Reposition from MPS to Xerox Intelligent Workplace Services and lead with integrated technology, services and software solutions

Rebuilding Services portfolio to become a leading provider of services for the enterprise including creation ofindustry-focused solution bundles (i.e. Digital Patient, Digital Insurer, Digital Retail, Digital Citizen)

Continue to outpace growth in SMB channels by leveraging Xerox Partner Print Services offering

•All software assets now managed under one group to better leverage our personalization software and content management solutions

Increased focus on selling standalone software (DocuShare®, XMPie®, FreeFlow®) solutions into our customer base and through XBS and SMB channels

Build on the ConnectKey® software ecosystem to create differentiated solutions that will drive new revenue streams

26

Transform ClientDigital Experience

Delight customers with a world-class digital experience that drives growth

•Expand Enterprise:Provide a comprehensive, personalized offering to all clients globally

•Grow SMB:Introduce e-commerce in untapped

markets: International and Core U.S. Business Units (Xerox Business Solutions)

•Invest:Reallocate resources to improve infrastructure and the customer journey, to drive growth

World-class

digital

experience.

Profitable

revenue.

INVEST

Target: Double revenue from digital sources to $600M by 2021*

27	*See "Forward-Looking Statements" at the front of this document.

Innovation and New Growth Businesses

Implementing a disciplined "startup-like"model aligning investments to growth areas for monetization

	Disciplined down	Ready for	Decision	Ready for
1	selection process	incubation	Gates	scale
validating product-
	market fit
	New venture studio
2	capability with
entrepreneurial
	and market expertise
	Tranche-based
3	funding model with	Ideate		Incubate		Deliver
disciplined investment

review board

Digital

Packaging and

Print

3D Technology

AI Workflow

Assistants

Sensors &

Services for

IoT

29

We expect our innovation programs to yield revenue in 2020 and beyond*

TAM: $5B

11% CAGR

TAM: $2B

45% CAGR

TAM: $8B

25% CAGR

TAM: $8B

9% CAGR

Digital Packaging and Print

AI Workflow Assistants for Knowledge Workers

3D Printing / Digital Manufacturing

Sensors & Services for the Internet of Things

30	Note: Market data (CY2018, CAGR '18-'20, Worldwide) are from Xerox analysis based on market sources
*See "Forward-Looking Statements" at the front of this document

TAM: $5B	Digital Packaging and Print
11% CAGR

Digital packaging customers require lower cost inks that can print on a wide variety of packaging materials. Our PARC-developed,new-to-the-world printing technology is designed to deliver that disruptive technology to the market.

Expected impact over next 3 years*

2019 2020 2021

Innovation stage

Stage 3: Product

Commercialization

Key elements

•50+ patents

•Powered by Xerox®and Xerox GTM business models

•Strong customer feedback

2019

Pass technology capability phase gate and expand development effort to more target markets

Total Packaging Market $45B

% Current Digital Penetration

Labels - 25%

Flexibles - 1%

Folding Cartons - 1%

Corrugated - 1%

*See "Forward-Looking Statements" at the front of this document

31

TAM: $2B	AI Workflow Assistants for Knowledge Workers
45% CAGR

AI is not yet helping most knowledge workers with complex document creation, such as RFP responses, contracts, customer briefing books, etc. Our PARC-developed AI technology analyzes the background knowledge for each desired document and proposes document content and structure that will both improve document relevance and lower expensive human effort to create high-value documents.

Expected impact over next 3 years*

2019 2020 2021

Innovation stage

Stage 3: Product

Commercialization

Key elements

•RFP responses is first target market. Others to follow.

•Strong positive customer feedback

•Open source AI combined with unique PARC AI capabilities

• Full SaaS offering

•Leverage XBS channel for SMB market

2019

Commercial use validated by both internal Xerox & external customers. Launch in late 2019.

*See "Forward-Looking Statements" at the front of this document

32

TAM: $8B	3D Printing / Digital Manufacturing
25% CAGR

Manufacturing customers want to use 3D printing, but the current offerings only serve the prototyping market well, not broad manufacturing. Xerox-developed, acquired and partnered printing, software and material technologies are expected to deliver the productivity, materials range and cost and design tools to enable part manufacturing.

Expected impact over next 3 years*

2019 2020 2021

Innovation stage

Stage 2: Technology demonstration

Key elements

•Lead with Powered by Xerox®GTM model

•PARC AI based manufacturing software

•10x faster plastics printing andlow-cost plastic powders

•Low-costmetal printing with more metals thru Vader acquisition

•Utilize M&A andco-development

•Strong customer feedback from major manufacturers

2019

Plastics and metals are expected to move into product commercialization

*See "Forward-Looking Statements" at the front of this document

33

TAM: $8B	Sensors & Services for the Internet of Things
9% CAGR

IoT requires low-cost,low-power sensors for broad usage. PARC-developed sensors and analytics technologies can deliver this in targeted applications based upon hybrids of printed electronics, standard electronics and imaging technologies. Applications are expected to improve outcomes in health, safety and security for consumers, manufacturers and brands.

Target market

Healthcare, packaging, logistics & supply chain software companies

Expected impact over next 3 years*

2019 2020 2021

Innovation stage

Stage 1: Ideation & technology exploration

Key elements

•Democratize IOT sensing by leveraging PARC IP & capabilities

•Multiple new miniaturized sensors demonstrated

2019

Find key early application that will drive adoption and move into technology demonstration/product commercialization

*See "Forward-Looking Statements" at the front of this document

34

Financial Summary

Sustainable Cash Generative Business Model

~85% of revenues from multi-year contractual arrangements

•Contracts are 3+ years on average

•Customer base is diverse across industries

•Opportunity to sell more services and software to existing customers

Profitable Post Sale drives >75% of revenues

•Higher margin profile reflects inelasticity of demand

•About one third of revenues tied to profitable supplies stream

•Low CAPEX required to support business model

Longer Term Contracts

+

Majority of Revenues in

Profitable Post Sale

=

Strong and Stable

Cash Flow

Targeting Continued Strong, Sustainable Cash Flow*

Free Cash Flow1($B)

1.0

0.88 0.87 1.05 to 1.1+

1.1

2016	2017	2018		2019 *		2020 *

Expected 2019 Cash Flow Drivers

•Pre-taxProfit:expected to expand, driven by Project Own It

•Working Capital:targeting improvement, driven by inventory and accounts receivable

•Restructuring Payments:expect ~$200M

•Pension Contributions:expect ~$140M

•Finance Receivables:a projected continued source of $125M+

371Adjusted measures: see non-GAAP Financial Measures

*See "Forward-Looking Statements" at the front of this document

Financial Expectations Improve over Time

2018

2019*

2020*

2021*

Revenue (CC1)	(4.9)%	Down ~5%	Down ~3%
Adj1Operating	11.6%	12.6% to 13.1%	Up > 50 bps
Margin
Adj1EPS	$3.46	$3.80 to $3.95	$4.00+
Free Cash Flow1	$1.05B	$1.0 to $1.1B	$1.1B+

•Target at least flat revenue by 2021; shift TAM over time to higher growth

•Target up >50 bps

•Target 7%+ annual growth

•Target $1.1B+, expansion driven by working capital improvements and net income growth

1Adjusted measures: see Non-GAAP Financial Measures

Note:Revenue decline at actual currency: 2018 (4.2)%, and 2019 guidance ~(6)%; GAAP EPS: 2018 $1.38, and 2019 guidance $2.90 to $3.05;

Operating Cash Flow from Continuing Operations: 2018 $1.14B, and 2019 guidance $1.15B to $1.25B. It is not possible to provide GAAP measures

38and reconciliations for years 2020 and 2021 without unreasonable effort.

*See "Forward-Looking Statements" at the front of this document.

TAM= Total Addressable Market

Balanced Capital Allocation

Expected to drive near and long-term shareholder returns

Cash Flow Guidance

	2018	2019 Guidance*
Operating Cash Flow	$1.14B	$1.15 to $1.25B
CapEx	$90M	~$150M
Free Cash Flow1	$1.05B	$1.0 to $1.1B

Capital Allocation Framework*

Dividends2	~$250M
Share Repurchase	At least $600M
Unallocated	$150 to $250M

•Managing balance sheet to maintain a strong and stable capital structure

•Modest CapEx reflecting asset light model; largest portion is IT related

•Target >50% of annual Free Cash Flow1returned through dividends and share repurchases

⎼Maintaining quarterly common dividend of $0.25 per share

⎼Targeting share repurchase of at least $600M

•Unallocated to be deployed opportunistically based on evaluation of relative returns

1Free Cash Flow: see non-GAAP Financial Measures

392Dividends include common and preferred

*See "Forward-Looking Statements" at the front of this document

Capital Structure

Seeking to maintain a strong balance sheet in support of business model and strategy

Balanced debt maturity ladder primarily supports customer financing activities

•Majority of debt is backed by financial assets

•Capital sources include capital markets, bank loans, securitization

•Net core debt of $700M

•Core debt level managed to be less than 2x expected free cash flow

Ample liquidity provides flexibility

•Cash on hand ($1.1B) and undrawn committed credit facility ($1.8B)

•Sufficient liquidity to manage refinancing of 2019 debt maturities

•Strong cash generation, low CAPEX and stable required pension contributions (pension plans ~88% funded as of 12/31/18, an improvement of $200M from 12/31/17)

Our near-term objective is to stabilize current rating and over time

return to investment grade with the execution of our strategy.

Debt Composition	As of 12/31/2018 ($B)
Total Debt	$	5.2
- Finance debt*			3.4
Core Debt	$	1.8
- Ending Cash			1.1
Net Core Debt	$	0.7

*$3.9B finance assets @ 7:1 leverage

Debt Maturity Ladder ($B)

$0.96	$1.05	$1.06		$1.0
Mar*
$0.4						$0.30				$0.35
Dec			$0.30		$0.25
$0.6
2019	2020	2021	2022	2023	2024	2035	2039

*$406M Mar 2019 Senior Notes repaid in Q1 19

40

EARNINGS PRESENTATION

Q1 Results I April 25, 2019

Key Financial Measures I Q1 2019

Adj1Earnings Per Share						Revenue ($B)				Adj1Operating Margin
1.0		$0.68				$0.91						3.0			$2.4				$2.2				15%
0.8												2.0												9.9%	11.3%
0.6																												10%
0.4													1.0
0.2													0.0														5%
0.0
														2018				2019				0%
	2018				2019
																									2018	2019
														2019 % Change: (9.4)% @ AC, (7.0)% @ CC1
GAAP EPS	$0.08				$0.55
							Free Cash Flow1($M)							Shareholder Returns
				250		$198		$211						200
				200
																			150
																										62
				150
																			100
				100
				50																50			67				103
				0
																			0
				2018		2019								2018				2019
				Operating Cash Flow												Share Repurchase			Dividends
						$216		$226

42(1)Adjusted Measures, Free Cash Flow and Constant Currency: see Non-GAAP Financial Measures.

Strategic Initiatives to Transform Xerox

Optimize operations for simplicity

•Simplify operating model for greater accountability and efficiency

•Optimize the supply chain and supplier competitiveness

•Make it easier to do business with Xerox

Drive revenue

•More effectively support customers

•Sellhigher-value services and integrated solutions

•Expand software and services offerings

Re-energize the innovation engine

•Focus investments in growing market segments such as AI and IoT

•Leverage expertise to develop differentiated technology

•Monetize new innovations

Focus on cash flow and increasing capital returns

•Maximize cash flow generation

•Return at least 50% of free cash flow to shareholders

•Focus on ROI and internal rate of return to make capital allocation decisions

43

Frequently Asked Questions

Why adopt a holding		What is the status of the
company structure?		potential sale of the
		leasing business?

When will you see benefits from the investments you are making?

What is the progress of Project Own It?

The holding company structure provides more flexibility to develop and realize a range of strategic growth opportunities, whether incubated or acquired, as well as optionality to have these exist within or separate from our current Xerox business.

We are evaluating strategic alternatives for our leasing business. It is possible that there may be no transaction. We are committed to maintaining a strong balance sheet while ensuring our clients continue to have seamless access to high- quality product offerings.

We are at the early stage of investments. During our Investor Day, we committed to incremental investments of $0.32 in EPS (~$115M) in 2019 to support our strategic initiatives. With strong margin expansion in Q1, we are increasing investments in revenue-related initiatives in 2019. We expect to see benefits from those investments as we move through 2019 and into 2020.

Project Own It is on track to deliver at least $640M in gross savings in 2019, demonstrated through the 140 bps of adjusted operating margin expansion in Q1. A large majority of full year savings comes from actions that are already underway. For instance, we announced in Q1 the outsourcing of certain global administrative and support functions.

44

Financial Results

			B/(W)	% Change
(in millions, except per share data)	Q1 2019	Q1 2018	YOY	YOY
Revenue	$ 2,206	$ 2,435	$ (229)	(9.4)% AC
(7.0)% CC1
Gross Margin	40.3%	39.8%	50 bps
RD&E %	4.2%	4.1%	(10) bps
SAG %	24.8%	25.8%	100 bps
Operating Income - Adjusted1	$ 249	$ 242	$ 7	3%
Operating Margin - Adjusted1	11.3%	9.9%	140 bps
GAAP EPS	$ 0.55	$ 0.08	$ 0.47	nm
EPS - Adjusted1	$ 0.91	$ 0.68	$ 0.23	34%

45(1)Adjusted Measures and Constant Currency: see Non-GAAP Financial Measures.

Cash Flow

(in millions)	Q1 2019	Q1 2018
Pre-tax Income	$ 83	$ 134
Non-cashadd-backs1	185	146
Restructuring Payments	(33)	(54)
Pension Contributions	(34)	(38)
Working Capital, net2	(45)	3
Change in Finance Assets3	110	93
Other4	(40)	(68)
Cash from Operations	$ 226	$ 216
Cash used in Investing	$ (18)	$ (2)
Cash used in Financing	$ (569)	$ (117)
Ending Cash, Cash Equivalents and Restricted Cash5	$ 786	$ 1,474
Free Cash Flow6	$ 211	$ 198

(1)Non-cashadd-backs include depreciation & amortization (excluding equipment on operating lease), provisions, stock-based compensation, defined benefit pension expense, restructuring charges and gain on sales of businesses and

46assets.(2)Working Capital, net includes accounts receivable, accounts payable and inventory. (3)Includes equipment on operating leases (and its related depreciation) and finance receivables. (4)Includes other current and long-term assets and liabilities, accrued compensation, derivative assets and liabilities, other operating, net, distributions from net income of unconsolidated affiliates and taxes. (5)Includes $723M of cash and cash equivalents and $63M of restricted cash.

(6)Free Cash Flow: see Non-GAAP Financial Measures.

Revenue

				YOY Change
(in millions)	Q1 2019	% Mix	AC	CC1
Equipment	$ 448		20%	(10.2)%	(7.6)%
Post Sale	$1,758		80%	(9.2)%	(6.8)%
Total Revenue	$2,206		100%	(9.4)%	(7.0)%
Americas	1,410		64%	(8.1)%	(7.5)%
EMEA	712		32%	(10.4)%	(4.3)%
Other2	84		4%	(20.0)%	(20.0)%
Xerox Services3	$ 853		39%	(6.1)%	(2.9)%

Equipment Revenue Breakdown

1%

12%

20%	Entry 4

Mid-Range

High-End

Other

67%

Q1 Installs5(YOY Change)

	Color	B&W
Entry A4 MFPs	10%	(2)%
Mid-Range	(7)%	(19)%
High-End	(14)%	(12)%

47(1)Constant Currency: see Non-GAAP Financial Measures; (2)Other total revenue includes OEM business, sales to Fuji Xerox and licensing; (3)Xerox Services includes Intelligent Workplace Services (formerly MPS), Centralized Print Services (CPS), Workflow Automation and Communication and Marketing Solutions (CMS); (4)Entry revenue excludes OEM business, which is included in Other equipment revenue; (5)Entry installations exclude OEM sales; Mid-Range and High-End color installations exclude Fuji Xerox digital front-end sales.

Profitability and Earnings

Adjusted1Operating Margin

9.9%	11.0%		10.9%		14.4%		11.3%
		1Q18	2Q18	3Q18	4Q18	1Q19
Transaction Currency Impact
		70 bps	60 bps	40 bps	10 bps	(30) bps
			Adjusted1EPS
$0.68	$0.80		$0.85		$1.14		$0.91
		1Q18	2Q18	3Q18	4Q18	1Q19
GAAP $0.08	$0.42		$0.34		$0.56		$0.55

Project Own It Contribution:

At least $640M of Gross Savings in 2019

Shared Services Centers	Procurement
IT	Delivery
Supply Chain	Real Estate
Org Design & Benefits Costs

48(1)Adjusted Measures: see Non-GAAP Financial Measures.

Capital Structure

Financing Debt $3.3B

•Customer value proposition includes leasing of Xerox equipment

•Maintain 7:1 debt to equity leverage ratio on these finance assets

Core Debt $1.5B

•Core debt level less than 2x free cash flow

•Net core debt of $700M1

•$406M Mar 2019 Senior Notes repaid

Pension $1.2B (net unfunded status as of 12/31/18)

•~$775M of the $1.2B net unfunded is attributable to certain plans that do not require funding

•Overall net global funded status of ~88%

Debt Breakdown

As of March 31, 2019 ($B)
	Finance Assets	Debt	Cash2
Financing	$ 3.8	$ 3.3
Core	-	1.5
Total Xerox	$ 3.8	$ 4.8	$ 0.8

Debt Maturity Ladder ($B)

		$1.05	$1.04		$1.00
Dec $0.6				$0.30		$0.35
					$0.30		$0.25
2019	2020	2021	2022	2023	2024	2035	2039

49(1)Net core debt equals core debt net of cash, cash equivalents and restricted cash; (2)Cash, cash equivalents and restricted cash

Q1 Summary

Executing on our strategic initiatives to transform Xerox for the long term

Positive Start to 2019 on Key Measures

•Adjusted1EPS up 34% year- over year

•Adjusted1Operating Margin expansion of 140 basis points year-over-year

•Operating Cash Flow of $226M, up $10Myear-over-year

Raising Earnings and Share Repurchase Expectations

•FY19 GAAP EPS range to $2.90 - $3.05 (from $2.60 - $2.70)

•FY19 Adjusted1EPS range to $3.80 to $3.95 (from $3.70 to $3.80)

•Share repurchase expectations from at least $300M to at least $600M

50(1)Adjusted Measures: see Non-GAAP Financial Measures.

Appendix

51

Operating Trends

	2016	2017						2018	2019
(in millions)	FY		FY		Q1	Q2	Q3	Q4	FY		Q1
Total Revenue	$10,771	$10,265	$2,435	$2,510	$2,352	$2,533	$9,830	$2,206
% Change	(6.1)%	(4.7)%	(0.8)%	(2.2)%	(5.8)%	(7.8)%	(4.2)%	(9.4)%
CC1% Change	(4.3)%	(4.7)%	(4.6)%	(4.0)%	(4.7)%	(6.1)%	(4.9)%	(7.0)%
Adj1Operating Margin	11.2%	11.5%	9.9%	11.0%	10.9%	14.4%	11.6%	11.3%
GAAP EPS2	$2.33	$0.70	$0.08	$0.42	$0.34	$0.56	$1.38	$0.55
Adj1EPS	$3.49	$3.45	$0.68	$0.80	$0.85	$1.14	$3.46	$0.91
Operating Cash Flow3	$1,018	$972	$216	$235	$274	$415	$1,140	$226
Free Cash Flow3	$880	$867	$198	$203	$251	$398	$1,050	$211

52(1)Adjusted measures and constant currency: see Non-GAAP Financial Measures. (2)GAAP EPS from continuing operations (3)Operating Cash Flow and Free Cash Flow: see non-GAAP Financial Measures

Non-GAAP Financial Measures

53

Non-GAAP Financial Measures

We have reported our financial results in accordance with generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using the non-GAAP measures described below. We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported amounts, determined in accordance with GAAP, to exclude the effects of certain items as well as their related income tax effects.

A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are set forth below as well as on our website at www.xerox.com/investor.

These non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the company's reported results prepared in accordance with GAAP.

Adjusted Earnings Measures

•Net income and Earnings per share (EPS)

•Effective tax rate

The above measures were adjusted for the following items:

•Amortization of intangible assets:The amortization of intangible assets is driven by our acquisition activity which can vary in size, nature and timing as compared to other companies within our industry and from period to period. The use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.

•Restructuring and related costs:Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our transformation programs beyond those normally included in restructuring and asset impairment charges. Restructuring consists of costs primarily related to severance and benefits paid to employees pursuant to formal restructuring and workforce reduction plans. Asset impairment includes costs incurred for those assets sold, abandoned or made obsolete as a result of our restructuring actions, exiting from a business or other strategic business changes. Additional costs for our transformation programs are primarily related to the implementation of strategic actions and initiatives and include third-party professional service costs as well as one-time incremental costs. All of these costs can vary significantly in terms of amount and frequency based on the nature of the actions as well as the changing needs of the business. Accordingly, due to that significant variability, we will exclude these charges since we do not believe they provide meaningful insight into our current or past operating performance nor do we believe they are reflective of our expected future operating expenses as such charges are expected to yield future benefits and savings with respect to our operational performance.

54

Non-GAAP Financial Measures (cont'd)

•Non-serviceretirement-relatedcosts:Our defined benefit pension and retiree health costs include several elements impacted by changes in plan assets and obligations that are primarily driven by changes in the debt and equity markets as well as those that are predominantly legacy in nature and related to employees who are no longer providing current service to the company (e.g. retirees and ex-employees). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) amortization of prior plan amendments, (iv) amortized actuarial gains/losses and (v) the impacts of any plan settlements/curtailments. Accordingly, we consider these elements of our periodic retirement plan costs to be outside the operational performance of the business or legacy costs and not necessarily indicative of current or future cash flow requirements. This approach is consistent with the classification of these costs as non-operating in other expenses, net. Adjusted earnings will continue to include the service cost elements of our retirement costs, which is related to current employee service as well as the cost of our defined contribution plans.

•Transaction and related costs, net:Transaction and related costs, net are expenses incurred in connection with Xerox's planned transaction with Fuji, which was terminated in May 2018, as well as costs and expenses related to the previously disclosed settlement agreement reached with certain shareholders and litigation related to the terminated transaction and other shareholder actions. These costs are considered incremental to our normal operating charges and were incurred or are expected to be incurred solely as a result of the planned combination transaction and the related shareholder settlement agreement and litigation. Accordingly, we are excluding these expenses from our Adjusted Earnings Measures in order to evaluate our performance on a comparable basis.

•Restructuring and other charges - Fuji Xerox: We adjust our 25% share of Fuji Xerox's net income for similar items noted above such as Restructuring and related costs and Transaction and related costs, net based on the same rationale discussed above.

•Other discrete, unusual or infrequent items:We excluded the following items given their discrete, unusual or infrequent nature and their impact on our results for the period. Fourth Quarter and Full Year 2018 - Contract termination costs associated with a minimum purchase commitment for IT services.

Full Year 2017 - Losses on early extinguishment of debt.

First Quarter 2019, Full Year 2017 and 2018 - Impacts associated with the Tax Cuts and Jobs Act (the "Tax Act") enacted in December 2017.

We believe the exclusion of these items allows investors to better understand and analyze the results for the period as compared to prior periods and expected future trends in our business.

55

Non-GAAP Financial Measures (cont'd)

Adjusted Operating Income/Margin

We calculate and utilize adjusted operating income and margin measures by adjusting our reported pre-tax income and margin amounts. In addition to the costs and expenses noted as adjustments for our Adjusted Earnings measures, adjusted operating income and margin also exclude the remaining amounts included in Other expenses, net, which are primarily non- financing interest expense and certain other non-operating costs and expenses. We exclude these amounts in order to evaluate our current and past operating performance and to better understand the expected future trends in our business.

Constant Currency

To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of foreign currencies into U.S. dollars. We refer to this adjusted revenue as "constant currency." This impact is calculated by translating current period activity in local currency using the comparable prior year period's currency translation rate. This impact is calculated for all countries where the functional currency is not the U.S. dollar. Management believes the constant currency measure provides investors an additional perspective on revenue trends. Currency impact can be determined as the difference between actual growth rates and constant currency growth rates.

Free Cash Flow

To better understand trends in our business, we believe that it is helpful to adjust operating cash flows by subtracting amounts related to capital expenditures. Management believes this measure gives investors an additional perspective on cash flow from operating activities in excess of amounts required for reinvestment. It provides a measure of our ability to fund acquisitions, dividends and share repurchase. In 2017, we also adjusted operating cash flows for the impacts associated with the incremental voluntary contributions to our U.S. defined benefit pension plans and the termination of our accounts receivable sales programs in the fourth quarter 2017. We adjusted for these impacts due to the one-time nature of the actions as well as to enable investors to better understand and analyze our operating cash flows as compared to prior periods and expected future trends.

Summary:

Management believes that all of these non-GAAP financial measures provide an additional means of analyzing the current period's results against the corresponding prior period's

results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the company's reported results prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures.

A reconciliation of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on the following tables:

56

Net Income and EPS reconciliation

						Three Months Ended		Three Months Ended
						March 31, 2019		March 31, 2018
						Net		Diluted		Net		Diluted
(in millions, except per share amounts)			Income		EPS		Income		EPS
As Reported	(1)				$	133	$	0.55	$	23	$	0.08
Restructuring and related costs				112				28
Amortization of intangible assets				15				12
Transaction and Related costs, net				-				38
Non-serviceretirement-related costs				13				25
Loss on Extinguishment of Debt				-				-
ATOS Termination					-				-
Income tax on adjustments	(2)				(31)				(27)
Restructuring and other charges - Fuji Xerox After Tax (3)		12				79
US Tax Act						(35)				-
Remeasurement of unrecognized tax positions		-				-
Adjusted					$	219	$	0.91	$	178	$	0.68
Weighted average shares for adjusted EPS	(4)				240				264
Fully diluted shares at end of period	(5)					238

(1)Net Income and EPS from continuing operations attributable to Xerox.

(2)Refer to Effective Tax Rate reconciliation.

(3)Other charges in 2018 represent withholding tax on distributions to the Parent and audit fees.

(4)For those periods that exclude the preferred stock dividend the average shares for the calculations of diluted EPS include 7 million shares associated with our Series B convertible preferred stock.

(5)Represents common shares outstanding at March 31, 2019 as well as shares associated with our Series B convertible preferred stock plus dilutive potential common shares as used for the calculation of diluted earnings per share for the first quarter 2019.

57

Effective Tax Rate reconciliation

			Three Months Ended			Three Months Ended
				March 31, 2019					March 31, 2018
					Income
					Tax
			Pre-Tax	(Benefit)	Effective			Pre-Tax	Income Tax	Effective
(in millions)			Income	Expense	Tax Rate			Income	Expense	Tax Rate
Reported(1)	$	83	$	(8)	(9.6)%	$	134	$	40	29.9%
Non-GAAP Adjustments(2)		140		31				103		27
Tax ACT		-		35				-		-
Adjusted - revised (3)
$	223	$	58	26.0%	$	237	$	67	28.3%

__________

(1)Pre-TaxIncome and Income Tax from continuing operations.

(2)Refer to Net Income and EPS reconciliations for details.

(3)The tax impact on Adjusted Pre‐Tax Income is calculated under the same accounting principles applied to the Reported Pre-Tax Income under ASC 740, which employs an annual effective tax rate method to the results.

58

Operating Income / Margin reconciliation

			Three Months Ended			Three Months Ended
			March 31, 2019					March 31, 2018
(in millions)		Profit		Revenue			Margin		Profit			Revenue			Margin
Reported (1)	$	83	$	2,206			3.8%	$	134	$	2,435			5.5%
Restructuring and related costs		112									28
Amortization of intangible assets		15									12
Transaction and related costs, net		-									38
Other expenses, net		39									30
Adjusted	$	249	$	2,206			11.3%	$	242	$	2,435			9.9%

(1)Pre-Tax Income and revenue

59

Free Cash Flow reconciliation

			Three Months Ended
			March 31,
(in millions)			2019			2018
Reported(1)	$	226	$	216
Capital expenditures			(15)			(18)
Free Cash Flow	$	211	$	198
_________________
(1)Net cash provided by operating activities.

60

Net Income and EPS reconciliation - historical

		Year Ended				Year Ended																							Year Ended
	D ecember 31, 2016			D ecember 31, 2017			Q1- 18				Q2 - 18				Q3 - 18				Q4 - 18			D ecember 31, 2018
		N et						N e t					N et					N e t					N et					N e t					N et
(in millions, except per share amounts)	Inc o me		E P S			Inc o me		E P S		Inc o me		EP S		Inc o me		E P S		Inc o me		EP S		Inc o me		E P S		Inco me		EP S
R epo rted ( 1 )	$	622	$	2.33	$	192	$	0.70	$	23	$	0.08	$	112	$	0.42	$	89	$	0.34	$	137	$	0.56	$	361	$	1.38
Restructuring and related costs		259						216					28					34					29					67					158
Amortization of intangible assets		58						53					12					12					12					12					48
Transaction and related costs, net		-						9					38					58					(33)					5					68
Non-serviceretirement-related costs		121						188					25					25					33					67					150
Loss on early extinguishment of debt		-						20					-					-					-					-					-
Contract termination costs - IT services		-						-					-					-					-					43					43
Income tax on adjustments		(145)						(166)					(27)					(32)					(10)					(50)					(119)
Restructuring and other charges - Fuji Xerox(2)		3						10					79					4					7					5					95
Tax Act		-						400					-					-					95					(6)					89
Remeasurement of unrecognized tax positions		-						(16)					-					-					-					-					-
A djusted	$	918	$	3.49	$	906	$	3.45	$	178	$	0.68	$	213	$	0.80	$	222	$	0.85	$	280	$	1.14	$	893	$	3.46
Dividends on preferred stock used in adjusted
EPS calculation(3)			$	24					$	-				$	-				$	-				$	-				$	-				$	-
Weighted average shares for adjusted EPS (3)				256						263					264					265					261					246					258
Fully diluted shares at M arch 31, 2019 (4)

(1)Net Income and EPS from continuing operations attributable to Xerox.

(2)Other charges in 2018 represent costs associated with the terminated combination transaction.

(3)For those periods that exclude the preferred stock dividend the average shares for the calculations of diluted EPS include 7 million shares associated with our Series B convertible preferred stock, as applicable.

(4)Represents common shares outstanding at M arch 31, 2019 as well as shares associated with our Series B convertible preferred stock plus potential dilutive common shares as used for the calculation of diluted earnings per share for the perid ended M arch 31, 2019.

61

Operating Income / Margin reconciliation - historical

				Year Ended					Year Ended																																		Year Ended
			December 31, 2016			December 31, 2017					Q1-18						Q2-18						Q3-18						Q4-18				December 31, 2018
(in millions)		Profit		Revenue			Margin		Profit			Revenue		Margin		Profit	Revenue	Margin		Profit		Revenue	Margin		Profit		Revenue	Margin		Profit		Revenue	Margin		Profit			Revenue		Margin
Reported (1)	$	568	$ 10,771			5.3%	$	570	$ 10,265	5.6%	$	134	$2,435		5.5%	$	133	$2,510		5.3%	$	192	$2,352		8.2%	$	139	$2,533		5.5%	$	598	$9,830			6.1%
Adjustm ents:
Restructuring and related costs		259								216								28							34							29							67							158
Amortization of intangible assets		58								53								12							12							12							12							48
Transaction and related costs, net		-								9								38							58							(33)							5							68
Other expenses, net		321								329								30							39							57							142							268
Adjusted	$	1,206	$ 10,771			11.2%	$	1,177	$ 10,265	11.5%	$	242	$2,435		9.9%	$	276	$2,510		11.0%	$	257	$2,352		10.9%	$	365	$2,533		14.4%	$	1,140	$9,830			11.6%

(1)Pre-Tax Income and revenue from continuing operations.

62

Free Cash Flow reconciliation - historical

		Year Ended			Year Ended
		D ecember 31,			D ecember 31,															Year Ended
		2016			2017			Q1- 18			Q2- 18		Q3- 18				Q4- 18		D ecember 31, 2018
(in millions, except per share amounts)
Reported (1)	$	716	$	(179)	$	216	$	235	$	274	$	415	$	1,140
Incremental Voluntary contributions to U.S.
defined benefit pension plans		-			500			-			-			-			-			-
Collections on beneficial interests received in
sales of receivables		270			234			-			-			-			-			-
Elimination of certain accounts receivables
sales programs		-			350			-			-			-			-			-
Restricted cash - classification change(2)		32			67			-			-			-			-			-
Operating Cash Flow s from Continuing
Operations - Adjusted	$	1,018	$	972	$	216	$	235	$	274	$	415	$	1,140
Capital expenditures		(138)			(105)			(18)			(32)			(23)			(17)			(90)
Free Cash Flow from Continuing
Operations	$	880	$	867	$	198	$	203	$	251	$	398	$	1,050

__________________________________

(1)Net cash provided by (used in) operating activities from continuing operations.

(2)Per ASU2016-18, Statement of Cash Flows - Restricted Cash, restricted cash and restricted cash equivalents should be included with Cash and cash equivalents when reconciling beginning and end-of-period amounts per the Statement of Cash Flows.

63

Net Income and EPS FY 2019 Guidance reconciliation

		FY 2019
(in millions, except per share amounts)		Net Income	EPS
Estimated(1)	$	700		~$2.90 - $3.05
Adjustments:
Restructuring and related costs(2)		237
Amortization of intangible assets		40
Non-serviceretirement-related costs		40
Income tax on adjustments		(70)
Tax Act		(35)
Adjusted	$	912		~$3.80 - $3.95
Weighted average shares for adjusted EPS				~ 235

(1)Net Income and EPS attributable to Xerox

(2)Includes $12 million of Fuji Xerox related costs in first quarter 2019

64

Operating Income/Margin FY 2019 Guidance reconciliation

					FY 2019
(in millions)		Profit			Revenue		Margin
Estimated(1)	$	755	$	9,340	~ 7.9% - 8.4%
Adjustments:
Restructuring and related costs		225
Amortization of intangible assets		40
Non-serviceretirement-related costs		40
Other Expenses, net		140
Adjusted	$	1,200	$	9,340	~ 12.6% - 13.1%

(1)RepresentsPre-Tax Income

Note: The above reconciliation does not reflect any translation currency impact

65

Free Cash Flow FY 2019 Guidance reconciliation

66

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