Item 2.02. Results of Operations and Financial Condition.
On April 28, 2020, Registrant released its first quarter 2020 earnings and is
furnishing to the Securities and Exchange Commission ("SEC") a copy of the
earnings press release as Exhibit 99.1 to this Report under Item 2.02 of Form
8-K.
Exhibit 99.1 to this Report contains certain financial measures that are
considered "non-GAAP financial measures" as defined in the SEC rules. Exhibit
99.1 to this Report also contains the reconciliation of these non-GAAP financial
measures to their most directly comparable financial measures calculated and
presented in accordance with generally accepted accounting principles, as well
as the reasons why Registrant's management believes that presentation of the
non-GAAP financial measures provides useful information to investors regarding
Registrant's results of operations and, to the extent material, a statement
disclosing any other additional purposes for which Registrant's management uses
the non-GAAP financial measures.
The information contained in Item 2.02 of this Report and in Exhibit 99.1 to
this Report shall not be deemed "filed" with the Commission for purposes of
Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description
  99.1        Registrant's first quarter 2020 earnings press release dated April
              28, 2020
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Forward-Looking Statements
This filing, 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 impacts resulting
from the restructuring of our relationship with Fujifilm Holdings Corporation;
and the shared services arrangements entered into by us as part of Project Own
It. Additional risks that may affect Xerox's operations 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 Xerox Holdings Corporation's and Xerox
Corporation's 2019 Annual Report on Form 10-K, as well as in Xerox Holdings
Corporation's and Xerox Corporation's Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC.
The effects of the COVID-19 pandemic have materially affected how we and our
customers are operating our businesses, and the duration and extent to which
this will impact our future results of operations and overall financial
performance remain uncertain.

The COVID-19 pandemic has negatively impacted the global economy, disrupted customer spending and global supply chains, and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term business strategies and initiatives within the expected time frames, will depend on future developments, including the duration and severity of the pandemic and the extent and effectiveness of containment actions, the availability of therapeutics and the development of a vaccine, which are uncertain and cannot be predicted.

Our operations are being negatively affected by a range of external factors related to the COVID-19 pandemic that are not within our control. For example, most countries, states, counties and cities have imposed and continue to impose a wide range of restrictions on our employees', partners' and customers' physical movement to limit the spread of COVID-19 including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. Such restrictions limit our ability, as well as that of our channel partners, to sell, install and service our equipment for our customers, negatively impacting our operations and financial performance. Further, many countries are requiring businesses to remain closed unless they or their employees are deemed essential. In turn, businesses are requiring their office employees to work from home for extended periods of time, which is negatively impacting both sales and use of Xerox products, supplies and services. The longer this persists, the greater effect it will have on our business.


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These forward-looking statements speak only as of the date of this filing 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.

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