Throughout the Management's Discussion and Analysis (MD&A) that follows,
references to "Xerox Holdings" refer to Xerox Holdings Corporation and its
consolidated subsidiaries, while references to "Xerox" refer to Xerox
Corporation and its consolidated subsidiaries. References herein to "we," "us,"
"our," and the "Company" refer collectively to both Xerox Holdings and Xerox
unless the context suggests otherwise. References to "Xerox Holdings
Corporation" refer to the stand-alone parent company and do not include its
subsidiaries. References to "Xerox Corporation" refer to the stand-alone company
and do not include its subsidiaries.

Currently, Xerox Holdings' primary direct operating subsidiary is Xerox and
Xerox reflects nearly all of Xerox Holdings' operations. Accordingly, the
following MD&A primarily focuses on the operations of Xerox and is intended to
help the reader understand Xerox's business and its results of operations and
financial condition. The MD&A is provided as a supplement to, and should be read
in conjunction with, the Condensed Consolidated Financial Statements and the
accompanying notes. Throughout this MD&A, references are made to various notes
in the Condensed Consolidated Financial Statements which appear in Item 1 of
this combined Quarterly Report on Form 10-Q (this Form 10-Q), and the
information contained in such notes is incorporated by reference into the MD&A
in the places where such references are made.

Xerox Holdings' other direct subsidiary is Xerox Ventures LLC, which was
established in 2021 solely to invest in startups and early/mid-stage growth
companies aligned with the Company's innovation focus areas and targeted
adjacencies. In January of 2023, all Xerox Ventures LLC investments were
transferred and are held by Xerox Ventures Fund I, LLC, a subsidiary of Xerox
Ventures LLC. Xerox Ventures Fund I, LLC had investments of approximately $24
million at March 31, 2023. Due to its immaterial nature, and for ease of
discussion, Xerox Ventures LLC's results are included within the following
discussion.

Currency Impact



To understand the trends in the business, we believe that it is helpful to
analyze the impact of changes in the translation of foreign currencies into U.S.
Dollars on revenue and expenses. We refer to this analysis as "constant
currency," "currency impact" or "the impact from 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 the local country
currency. We do not hedge the translation effect of revenues or expenses
denominated in currencies where the local currency is the functional currency.
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.

Overview



Balanced execution drove growth in revenue and profits for the first quarter.
Amid a challenging operating environment, Xerox remains focused on the execution
of our 2023 priorities and the goal of delivering client success through
products and services that address the productivity challenges of today's hybrid
workplace. Demand for our print equipment and related services remains resilient
despite continued economic uncertainty, as evidenced by another quarter of
growth in both equipment revenue and constant currency1 Post sale revenue, which
included a benefit from prior year acquisitions. Consistent with recent
quarters, we are seeing isolated pockets of softer installation activity - often
the result of delays in project deployments rather than order reductions. This
softness, however, is being offset by continued strength in our office print
business, particularly for state and local government, education and mid-market
accounts, as well as strength in our print and digital service offerings. As a
result, we continue to expect a stable revenue and demand outlook for the full
year.

Equipment sales revenue of $391 million in first quarter 2023 increased 24.5% in
actual currency and 27.0% in constant currency1 as compared to the prior year.
Growth was driven by better availability of product in both the Americas and
EMEA, particularly for our higher margin A3 devices and production equipment.
Backlog2 declined for the third consecutive quarter as supply chain conditions
further normalized. Post-sale revenue declined 2.2% in actual currency and
increased 0.5% in constant currency1. Post-sale growth in constant currency1 was
driven by growth in consumables and contractual print and digital services3,
including the acquisition of Go Inspire, partially offset by lower sales of IT
Hardware.

Pre-tax income and adjusted1 operating income were both higher year-over-year,
primarily due to increased revenues as well the benefits from continued cost
reduction actions, supply chain-related cost improvements, price increases and
lower bad debt expense due to reserve releases. We expect to deliver low-to-mid
single digit gross operating cost efficiencies for the year, driven by
continuous productivity improvement and specific cost reductions.
                                                         Xerox 2023 Form 10-Q 39
--------------------------------------------------------------------------------

Donation of Palo Alto Research Center (PARC)



On April 29, 2023, Xerox completed the donation of its Palo Alto Research Center
(PARC) subsidiary to SRI International (SRI), a nonprofit research institute.
Refer to Note 21 - Subsequent Event in the Condensed Consolidated Financial
Statements for additional information regarding this donation.

____________________________


(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the
non-GAAP financial measure.
(2)Order backlog is measured as the value of unfulfilled sales orders, shipped
and non-shipped, received from our customers waiting to be installed, including
orders with future installation dates. It includes printing devices as well as
IT hardware associated with our IT services offerings. First quarter 2023
backlog of $179 million excludes sales orders from Russia and Powerland
Computers Ltd.
(3)Includes revenue from Services, maintenance and rentals.

First Quarter 2023 Review



Total revenue of $1.72 billion for first quarter 2023 increased 2.8% from first
quarter 2022, which included a 2.2-percentage point benefit from acquisitions,
offset by a 2.7-percentage point adverse impact from currency. Total revenue
reflected a decrease of 2.2% in Post sale revenue, which included a
2.7-percentage point adverse impact from currency, offset by a 2.8-percentage
point benefit from acquisitions. Equipment sales revenue increased 24.5%, which
included a 2.5-percentage point adverse impact from currency.

Net income (loss) attributable to Xerox Holdings and adjusted1 Net income (loss) attributable to Xerox Holdings were as follows:



                                                            Three Months Ended March 31,
(in millions)                                                                    2023               2022              B/(W)
Net Income (Loss) Attributable to Xerox Holdings                             $      71          $     (56)         $     127
Adjusted(1) Net income (loss) attributable to
Xerox Holdings                                                                      82                (14)                96


____________________________

(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the non-GAAP financial measure.



First quarter 2023 Net income attributable to Xerox Holdings of $71 million was
an increase of $127 million as compared to first quarter 2022 Net loss
attributable to Xerox Holdings of $56 million. The increase primarily reflects
higher revenues and gross margin, as well as the impact of lower supply
chain-related costs, a lower rate of investments in new businesses, lower bad
debt provisions, primarily due to reserve releases, lower Restructuring and
related costs, net, and lower Other expenses, net, all of which were partially
offset by higher Income tax expense. First quarter 2023 Adjusted1 Net income
attributable to Xerox Holdings of $82 million increased $96 million as compared
to the prior year period, primarily due to higher revenues and gross margin, as
well as the impact of lower supply chain-related costs, a lower rate of
investments in new businesses, and lower bad debt provisions, primarily due to
reserve releases, all of which were partially offset by higher Income tax
expense.

A summary of our segments - Print and Other and Financing (FITTLE) - is as
follows:

                                                Three Months Ended March
                                                          31,                                % of Total
(in millions)                                                    2023               2022                % Change                 2023                 2022
Revenue
  Print and Other                                             $  1,613          $    1,550                     4.1  %                94  %                93  %
  FITTLE                                                           154                 158                    (2.5) %                 9  %                 9  %
  Intersegment Elimination(1)                                      (52)                (40)                   30.0  %                (3) %                (2) %
Total Revenue                                                 $  1,715          $    1,668                     2.8  %               100  %               100  %

Profit
  Print and Other                                             $    106          $      (20)                        nm                90  %                   nm
  FITTLE                                                            12                  17                   (29.4) %                10  %                   nm
Total Profit                                                  $    118          $       (3)                        nm               100  %                   nm

____________________________


(1)Reflects revenue, primarily commissions and other payments, made by the
FITTLE segment to the Print and Other segment for the lease of Xerox equipment
placements.
nm - Change is not meaningful.
                                                         Xerox 2023 Form 10-Q 40
--------------------------------------------------------------------------------

Cash flows from operating activities during the three months ended March 31,
2023 was a source of $78 million and increased $12 million as compared to the
prior year period, primarily related to higher net income as well as proceeds
from the on-going sales of finance receivables under the Receivable Funding
Agreement, partially offset by higher finance receivable originations, and an
increased use of cash for working capital1. Cash used in investing activities
during the three months ended March 31, 2023 was $17 million reflecting capital
expenditures of $8 million, acquisitions of $7 million and $3 million of
noncontrolling investments as part of our corporate venture capital fund. Cash
used in financing activities during the three months ended March 31, 2023 was
$505 million reflecting $300 million for Senior Notes that matured in 2023,
payments of $152 million on existing secured financing arrangements and dividend
payments of $45 million.

____________________________

(1)Working capital, net reflects Accounts receivable, Billed portion of finance receivables, Inventories and Accounts payable.



We continue to expect total Revenue to be flat to down low-single-digits in
constant currency1 in 2023. We also continue to expect pre-tax and adjusted1
operating income and margin to increase over 2022 levels, with a slightly higher
increase expected for adjusted1 operating margin reflecting better than expected
profitability in the first quarter of 2023 and the success of ongoing efficiency
programs. Lastly, we continue to expect Operating cash flows to be at least $550
million, which reflects the benefits of FITTLE's finance receivables funding
agreement, and capital expenditures to be approximately $50 million. Our capital
allocation policy of returning at least 50% of free cash flow2 to shareholders
remains unchanged.

____________________________


(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the
non-GAAP financial measure.
(2)Free cash flow is Net cash provided by operating activities less capital
expenditures.


                                                         Xerox 2023 Form 10-Q 41

--------------------------------------------------------------------------------


Financial Review

Revenues
                                                           Three Months Ended
                                                                March 31,                                                            % of Total Revenue
(in millions)                                                          2023             2022              % Change            CC % Change             2023                2022
Equipment sales                                                     $   391          $   314                   24.5  %              27.0  %               23  %               19  %
Post sale revenue                                                     1,324            1,354                   (2.2) %               0.5  %               77  %               81  %
Total Revenue                                                       $ 1,715          $ 1,668                    2.8  %               5.5  %              100  %              100  %

Reconciliation to Condensed Consolidated Statements of Income (Loss): Sales

$   659          $   592                   11.3  %              13.1  %
Less: Supplies, paper and other sales                                  (268)            (278)                  (3.6) %              (2.6) %

Equipment sales                                                     $   391          $   314                   24.5  %              27.0  %

Services, maintenance and rentals                                   $ 1,004          $ 1,023                   (1.9) %               1.4  %
Add: Supplies, paper and other sales                                    268              278                   (3.6) %              (2.6) %
Add: Financing                                                           52               53                   (1.9) %               0.3  %

Post sale revenue                                                   $ 1,324          $ 1,354                   (2.2) %               0.5  %

Segments
Print and Other                                                     $ 1,613          $ 1,550                    4.1  %                                    94  %               93  %
FITTLE                                                                  154              158                   (2.5) %                                     9  %                9  %
Intersegment elimination(1)                                             (52)             (40)                  30.0  %                                    (3) %               (2) %
Total Revenue(2)                                                    $ 1,715          $ 1,668                    2.8  %                                   100  %              100  %

Go-To-Market Operations
Americas                                                            $ 1,114          $ 1,071                    4.0  %               4.6  %               65  %               64  %
EMEA                                                                    556              554                    0.4  %               7.3  %               32  %               33  %
Other                                                                    45               43                    4.7  %               4.7  %                3  %                3  %
Total Revenue(3)                                                    $ 1,715          $ 1,668                    2.8  %               5.5  %              100  %              100  %


_____________
CC - See "Currency Impact" section for a description of Constant Currency.
(1)Reflects revenue, primarily commissions and other payments, made by the
FITTLE segment to the Print and Other segment for the lease of Xerox equipment
placements.
(2)Refer to Note 4 - Segment Reporting in the Condensed Consolidated Financial
Statements for additional information regarding our reportable segments.
(3)Refer to the "Geographic Sales Channels" section.

First quarter 2023 total revenue increased 2.8% as compared to first quarter
2022, which included a 2.2-percentage point benefit from acquisitions, as well
as a 2.7-percentage point adverse impact from currency. The increase in constant
currency1 revenue reflected growth in equipment sales revenue, primarily due to
stable order flows, improved product supply and pricing actions taken in 2022.
Post sale revenue also increased at constant currency1, primarily reflecting
growth in outsourcing revenues and consumables, as well as the benefits from
acquisitions.

Geographically, revenue increased 4.0% in our Americas region as compared to
first quarter 2022, primarily reflecting higher equipment sales resulting from
increased product availability, and the benefits from recent acquisitions,
partially offset by a 0.6-percentage point adverse impact from currency. Revenue
in our EMEA operations increased 0.4%, as compared to first quarter 2022 and
included a 6.9-percentage point adverse impact from currency. On a constant
currency1 basis, revenue increased 7.3% driven by strength in equipment sales
revenue and the benefits from recent acquisitions.

Total revenue for the three months ended March 31, 2023 reflected the following:

Post sale revenue



Post sale revenue primarily reflects contracted services, equipment maintenance,
supplies and financing. These revenues are associated not only with the
population of devices in the field, which is affected by installs and removals,
but also by the page volumes generated from the usage of such devices and the
revenue per printed page. Post sale revenue also includes transactional IT
hardware sales and implementation services.
                                                         Xerox 2023 Form 10-Q 42
--------------------------------------------------------------------------------

Post sale revenue decreased 2.2% for the three months ended March 31, 2023 as
compared to the prior year period and included a 2.7-percentage point adverse
impact from currency, offset by a 2.8-percentage point benefit from
acquisitions. Post sale revenue reflected the following:

•Services, maintenance and rentals revenue includes maintenance revenue
(including bundled supplies), print and digital services revenue from our
Services offerings and rentals. These revenues decreased 1.9% as compared to
first quarter 2022, including a 3.3-percentage point adverse impact from
currency. In constant currency1, revenue growth was primarily driven by
contractual print and digital services, including the acquisition of Go Inspire.
Contractual print and digital services2 revenue grew as compared to first
quarter 2022, due in large part to the expansion of our digital services
offerings and price increases, which were partially offset by overall page
volume declines associated with lower device placements in prior years.

•Supplies, paper and other sales includes unbundled supplies, IT services and
other sales. These revenues decreased 3.6% as compared to first quarter 2022,
including a 1.0-percentage point adverse impact from currency, and primarily
reflected lower IT hardware sales, partially offset by higher paper sales.

•Financing revenue is generated from financed Xerox equipment sale transactions
and third-party equipment placements. These revenues decreased 1.9% as compared
to first quarter 2022, including a 2.2-percentage point adverse impact from
currency. The essentially flat financing revenue at constant currency1 reflects
a steady average finance receivable portfolio as increased new originations for
Xerox and third-party equipment were offset by ongoing sales under FITTLE's
finance receivables funding agreement entered into in the fourth quarter 2022.

Equipment sales revenue



Equipment sales revenue increased 24.5% as compared to the first quarter 2022,
including a 2.5-percentage point adverse impact from currency. The increase in
both actual and constant currency1 reflected improvement in product availability
in both the Americas and EMEA regions, particularly for our higher margin
mid-range devices and high-end entry production equipment. Backlog3 declined
27.1% on a sequential basis and 58.8% on a year-over-year basis but remained
above pre-pandemic levels. Approximately 50% of the backlog is related to
mid-range devices.

See Segment Review - Print and Other below for additional discussion on Equipment sales revenue.

____________________________


(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the
non-GAAP financial measure.
(2)Includes revenues from Services, maintenance and rentals.
(3)Order backlog is measured as the value of unfulfilled sales orders, shipped
and non-shipped, received from our customers waiting to be installed, including
orders with future installation dates. It includes printing devices as well as
IT hardware associated with our IT service offerings. First quarter 2023 backlog
of $179 million excludes sales orders from Russia and Powerland Computers, Ltd.

Geographic Sales Channels

We also operate a matrix organization that includes a geographic focus that is primarily organized from a sales perspective on the basis of "go-to-market" (GTM) sales channels as follows:



•Americas, which includes our sales channels in the U.S. and Canada, as well as
Mexico, Brazil and Central and South America.
•EMEA, which includes our sales channels in Europe, the Middle East, Africa and
India.
•Other, which includes royalties and licensing revenue.

These GTM sales channels are structured to serve a range of customers for our
products and services, including financing. Accordingly, we will continue to
provide information, primarily revenue related, with respect to our principal
GTM sales channels.
                                                         Xerox 2023 Form 10-Q 43
--------------------------------------------------------------------------------

Costs, Expenses and Other Income

Summary of Key Financial Ratios



The following is a summary of key financial ratios used to assess our
performance:
                                                           Three Months Ended March 31,

(in millions)                                                         2023                 2022                      B/(W)

Gross Profit                                                                 $     589            $     530          $      59
RD&E                                                                                64                   78                 14
SAG                                                                                407                  455                 48

Equipment Gross Margin                                                            36.5  %              20.4  %            16.1    pts.
Post sale Gross Margin                                                            33.7  %              34.4  %            (0.7)   pts.
Total Gross Margin                                                                34.3  %              31.8  %             2.5    pts.
RD&E as a % of Revenue                                                             3.7  %               4.7  %             1.0    pts.
SAG as a % of Revenue                                                             23.7  %              27.3  %             3.6    pts.

Pre-tax Income (Loss)                                                        $      85            $     (89)         $     174
Pre-tax Income (Loss) Margin                                                       5.0  %              (5.3) %            10.3    pts.

Adjusted(1) Operating Profit (Loss)                                          $     118            $      (3)         $     121
Adjusted(1) Operating Income (Loss) Margin                                         6.9  %              (0.2) %             7.1    pts.


____________

(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the non-GAAP financial measure.



Pre-tax Income (Loss) Margin

First quarter 2023 pre-tax income margin of 5.0% increased 10.3-percentage
points as compared to first quarter 2022 pre-tax (loss) margin of (5.3)%. The
increase primarily reflected higher adjusted1 operating margin (see below) and
revenues, as well as lower Restructuring and related cost, net and Other
expenses, net.

Adjusted1 Operating Margin



First quarter 2023 adjusted1 operating income margin of 6.9% increased by
7.1-percentage points as compared to first quarter 2022 primarily reflecting
higher revenue and gross margin, which includes the impact of lower supply
chain-related costs, a lower rate of investments in new businesses and lower bad
debt provisions due primarily to reserve releases (a 1.4-percentage point
favorable impact). Adjusted1 operating margin also benefited from pricing
actions and cost and productivity savings.

______________

(1)Refer to the Adjusted Operating Income (Loss) and Margin reconciliation table in the "Non-GAAP Financial Measures" section.

Gross Margin



First quarter 2023 gross margin of 34.3% increased by 2.5-percentage points as
compared to first quarter 2022, reflecting higher revenue, lower supply
chain-related costs, benefits associated with pricing actions and cost and
productivity savings as well as a favorable product mix, and currency. These
impacts were partially offset by higher product costs.

First quarter 2023 equipment gross margin of 36.5% increased by 16.1-percentage
points as compared to first quarter 2022, primarily reflecting higher revenue, a
favorable product and channel mix, lower supply chain-related costs, pricing
benefits and favorable currency. These impacts were partially offset by higher
product costs.

First quarter 2023 Post sale gross margin of 33.7% decreased by 0.7-percentage
points as compared to first quarter 2022, reflecting lower revenue, higher
component costs, a competitive pricing environment and the impacts from recent
acquisitions and IT hardware/services revenue that have a lower gross margin.
Financing margin also declined due to higher borrowing costs. These impacts were
partially offset by lower supply chain-related costs and benefits associated
with pricing actions and cost and productivity savings.
                                                         Xerox 2023 Form 10-Q 44
--------------------------------------------------------------------------------

Research, Development and Engineering Expenses (RD&E)



                                      Three Months Ended
                                          March 31,
(in millions)                                             2023      2022      Change
R&D                                                      $ 52      $ 64      $  (12)
Sustaining engineering                                     12        14          (2)
Total RD&E Expenses                                      $ 64      $ 78      $  (14)

First quarter 2023 RD&E as a percentage of revenue of 3.7% decreased by 1.0-percentage point as compared to first quarter 2022, primarily due to a lower rate of investments in new businesses, including the spin-off of Innovation businesses within PARC Innovation, and higher revenues.

RD&E of $64 million decreased $14 million as compared to first quarter 2022 primarily reflecting lower spending in our innovation portfolio as well as modest savings from restructuring and productivity. The lower spending in innovation reflects the decision made to focus more on projects within Print, Digital and IT Services and the spinout or shutdown of certain other PARC-related activities.

Selling, Administrative and General Expenses (SAG)

First quarter 2023 SAG as a percentage of revenue of 23.7% decreased by 3.6-percentage points as compared to first quarter 2022, primarily due to lower selling and administrative expenses and higher revenues, as well as a 1.4 percentage-point favorable impact from lower bad debt expense.



First quarter 2023 SAG of $407 million decreased by $48 million as compared to
first quarter 2022, reflecting lower selling and administrative expenses, which
benefited from productivity and cost savings as well as lower labor costs
associated with a higher-than-expected number of open positions. Additionally,
SAG benefited from a favorable impact of currency, and lower bad debt expense
primarily due to reserve releases.

Our bad debt provision for three months ended March 31, 2023 was an $8 million
credit, a decrease of $23 million as compared to first quarter 2022, primarily
related to a reserve release of approximately $12 million due to the favorable
reassessment of the credit exposure on a large customer receivable balance after
a contract amendment which improved our credit position, and a reserve release
of approximately $5 million related to the sale of finance receivables on a
non-recourse basis as part of the on-going FITTLE finance receivables funding
agreement. The remainder of the decrease is related to the prior year, which
includes an increase in reserves related to Russia, as well an assessment of
lower expected write-offs in our finance receivables portfolio, particularly in
the Americas region, due to an overall improvement in credit exposures during
the quarter. We believe our current reserve position remains sufficient to cover
expected future losses that may result from current and future macro-economic
conditions including higher inflation and interest rates. We continue to monitor
developments in future economic conditions, and as a result, our reserves may
need to be updated in future periods. On a trailing twelve-month basis (TTM),
bad debt expense was approximately 1.0% of total receivables (excluding the
reserve releases in the first quarter 2023).

Refer to Note 7 - Accounts Receivable, Net and Note 8 - Finance Receivables, Net
in the Condensed Consolidated Financial Statements for additional information
regarding our bad debt provision.
                                                         Xerox 2023 Form 10-Q 45
--------------------------------------------------------------------------------

Restructuring and Related Costs, Net



We incurred Restructuring and related costs, net of $2 million for the first
quarter 2023, as compared to $18 million for first quarter 2022. These costs
were primarily related to the implementation of initiatives under our business
transformation projects, including Project Own It in prior years. The following
is a breakdown of those costs:

                                                                   Three Months Ended
                                                                        March 31,
(in millions)                                                                        2023      2022
Severance(1)                                                                        $  5      $ 22
Asset impairments - leased right-of-use assets(2)                                      -         1

Other credits(3)                                                                      (4)       (3)
Restructuring and asset impairment costs                                               1        20
Retention-related severance/bonuses(4)                                                 1        (2)

Total                                                                               $  2      $ 18


_____________
(1)Reflects headcount reductions of approximately 100 and 450 employees
worldwide in first quarter 2023 and 2022, respectively.
(2)Primarily related to the exit and abandonment of leased and owned facilities
net of any potential sublease income and other recoveries.
(3)Reflects net reversals for changes in estimated reserves from prior period
initiatives.
(4)Includes retention-related severance and bonuses for employees expected to
continue working beyond their minimum notification period before termination.
The reversals in 2022 reflect a change in estimates.

First quarter 2023 actions impacted several functional areas, with approximately
30% focused on gross margin improvements and approximately 70% focused on SAG
reductions.

First quarter 2022 actions impacted several functional areas, with approximately 30% focused on gross margin improvements, approximately 60% focused on SAG reductions, and the remainder focused on RD&E optimization.



The Restructuring and related costs, net reserve balance for all programs as of
March 31, 2023 was $50 million, of which $46 million is expected to be paid over
the next twelve months.

Refer to Note 11 - Restructuring Programs in the Condensed Consolidated Financial Statements for additional information regarding our restructuring programs.

Worldwide Employment

Worldwide employment was approximately 20,300 as of March 31, 2023, a decrease of approximately 200 from December 31, 2022. The decrease resulted from net attrition (attrition net of gross hires) and restructuring.



Other Expenses, Net

                                                           Three Months Ended
                                                               March 31,
(in millions)                                                               2023      2022
Non-financing interest expense                                             $ 14      $ 29
Interest income                                                              (5)       (1)
Non-service retirement-related costs                                         (1)       (7)

Currency losses, net                                                         11         -

Contract termination costs - product supply                                   -        33

All other expenses, net                                                       1         3
Other expenses, net                                                        $ 20      $ 57

Non-Financing Interest Expense



First quarter 2023 non-financing interest expense of $14 million was $15 million
lower than first quarter 2022. The decrease was primarily related to lower
non-financing debt as a result of the repayment of Senior Notes in 2022 and the
first quarter 2023. When non-financing interest is combined with financing
interest expense (Cost of financing), total interest expense of $50 million
decreased by $3 million as compared to first quarter 2022, primarily reflecting
a lower average debt balance, partially offset by higher average interest rates.

Refer to Note 12 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt activity and interest expense.


                                                         Xerox 2023 Form 10-Q 46
--------------------------------------------------------------------------------

Interest Income

First quarter 2023 interest income was $4 million higher than first quarter 2022 primarily due to higher interest rates, partially offset by a lower cash balance.

Non-Service Retirement-Related Costs



First quarter 2023 non-service retirement-related costs were $6 million higher
than first quarter 2022, primarily due to higher interest cost driven by higher
discount rates, partially offset by lower settlement losses.

NOTE: Service retirement-related costs, which are included in operating expenses, were $1 million and $4 million for the three months ended March 31, 2023 and 2022, respectively.

Refer to Note 15 - Employee Benefit Plans in the Condensed Consolidated Financial Statements for additional information regarding service and non-service retirement-related costs.

Currency Losses, Net

First quarter 2023 currency losses, net were $11 million higher than first quarter 2022, primarily due to increased volatility in the global exchange rates, particularly in our Eurasia and Middle East operations, which could not be fully hedged.

Contract Termination Costs

First quarter 2022 reflects a $33 million charge ($25 million after-tax) associated with the termination of a product supply agreement. The charge primarily reflects the payment of the contractual cancellation fee plus interest and related legal fees.



Income Taxes

First quarter 2023 effective tax rate was 16.5%. On an adjusted1 basis, first
quarter 2023 effective tax rate was 15.5%. The difference between these rates
and the U.S. federal statutory tax rate of 21% primarily reflects the benefits
from the redetermination of certain unrecognized tax positions of approximately
10% partially offset by the geographical mix of earnings.

First quarter 2022 effective tax rate was 34.8% and included benefits from
additional tax incentives as well as a change in our indefinite reinvestment tax
liability, due to an acquisition, of approximately 10%. On an adjusted1 basis,
first quarter 2022 effective tax rate was 52.9%. The adjusted1 effective tax
rate was higher than the U.S. federal statutory tax rate of 21% primarily due to
benefits from additional tax incentives as well as a change in our indefinite
reinvestment tax liability, due to an acquisition, of approximately 25% and the
geographical mix of earnings.

Our effective tax rate is based on nonrecurring events as well as recurring
factors, including the taxation of foreign income. In addition, our effective
tax rate will change based on discrete or other nonrecurring events that may not
be predictable.
_____________
(1)Refer to the Adjusted Effective Tax Rate reconciliation table in the
"Non-GAAP Financial Measures" section.
                                                         Xerox 2023 Form 10-Q 47
--------------------------------------------------------------------------------

Equity in Net Income of Unconsolidated Affiliates

Investment in Affiliates, at Equity largely consists of several minor investments in entities in the Middle East region. Equity in net income of unconsolidated affiliates for the three months ended March 31, 2023 was relatively flat as compared to the prior year period.

Net Income (Loss)



First quarter 2023 Net Income Attributable to Xerox Holdings was $71 million, or
$0.43 per diluted share. On an adjusted1 basis, Net Income Attributable to Xerox
Holdings was $82 million, or $0.49 per diluted share.

First quarter 2022 Net (Loss) Attributable to Xerox Holdings was $(56) million,
or $(0.38) per diluted share. On an adjusted1 basis, Net (Loss) Attributable to
Xerox Holdings was $(14) million, or $(0.12) per diluted share.

Refer to Note 19 - Earnings (Loss) per Share in the Condensed Consolidated
Financial Statements for additional information regarding the calculation of
basic and diluted earnings per share.
_____________
(1)Refer to the Adjusted Net Income (Loss) and EPS reconciliation table in the
"Non-GAAP Financial Measures" section.

Other Comprehensive Income (Loss)



First quarter 2023 Other Comprehensive Income, Net Attributable to Xerox
Holdings was $83 million and included the following: i) net translation
adjustment gains of $92 million reflecting the strengthening of our major
foreign currencies against the U.S. Dollar during the quarter; ii) $4 million of
net unrealized gains; and iii) $14 million of net losses from the changes in
defined benefit plans primarily due to the adverse impact of currency partially
offset by net actuarial gains and amortization of actuarial losses and
settlement losses. This compares to Other Comprehensive Loss, Net Attributable
to Xerox Holdings of $44 million for the first quarter 2022, which reflected the
following: i) net translation adjustment losses of $72 million reflecting the
weakening of our major foreign currencies against the U.S. Dollar during the
quarter; ii) $11 million of net unrealized losses; and iii) $39 million of net
gains from the changes in defined benefit plans primarily due to a prior service
credit as well as amortization of actuarial losses and settlement losses and the
positive impact of currency.

Refer to Note 18 - Other Comprehensive Income (Loss) in the Condensed Consolidated Financial Statements for the components of Other Comprehensive Income (Loss), Note 13 - Financial Instruments in the Condensed Consolidated Financial Statements for additional information regarding unrealized gains (losses), net, and Note 15 - Employee Benefit Plans in the Condensed Consolidated Financial Statements for additional information regarding net changes in our defined benefit plans.


                                                         Xerox 2023 Form 10-Q 48
--------------------------------------------------------------------------------

Reportable Segments



Our business is organized to ensure we focus on efficiently managing operations
while serving our customers and the markets in which we operate. We have two
operating and reportable segments - Print and Other and FITTLE.

Refer to Note 4 - Segment Reporting in the Condensed Consolidated Financial Statements for additional information regarding our reportable segments.

Segment Review



                                                                                      Three Months Ended March 31,
                                                                                         Total
                                                                Intersegment            Segment            % of Total          Segment Profit
(in millions)                        External Revenue            Revenue(1)             Revenue              Revenue               (Loss)           Segment Margin(2)
2023
Print and Other                     $       1,564            $            49          $   1,613                    91  %       $       106                     6.8  %
FITTLE                                        151                          3                154                     9  %                12                     7.9  %
Total                               $       1,715            $            52          $   1,767                   100  %       $       118                     6.9  %

2022
Print and Other                     $       1,513            $            37          $   1,550                    91  %       $       (20)                   (1.3) %
FITTLE                                        155                          3                158                     9  %                17                    11.0  %
Total                               $       1,668            $            40          $   1,708                   100  %       $        (3)                   (0.2) %


___________
(1)Reflects revenue, primarily commissions and other payments, made by the
FITTLE segment to the Print and Other segment for the lease of Xerox equipment
placements.
(2)Segment margin based on external revenue only.

Print and Other

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



Revenue
                                                         Three Months Ended
                                                             March 31,
                                                                                                   %
(in millions)                                                           2023         2022        Change
Equipment sales                                                       $   385      $   309       24.6%
Post sale revenue                                                       1,179        1,204       (2.1)%
Intersegment revenue (1)                                                   49           37       32.4%
Total Print and Other Revenue                                         $ 

1,613 $ 1,550 4.1%

_____________

(1)Reflects revenue, primarily commissions and other payments, made by the FITTLE segment to the Print and Other segment for the lease of Xerox equipment placements.



First quarter 2023 Print and Other segment revenue increased 4.1% as compared to
first quarter 2022, driven primarily by Equipment sales revenue growth as
compared to the first quarter 2022. Print and Other segment revenues included
the following:

Equipment sales revenue increased 24.6% during the first quarter 2023 as
compared to first quarter 2022 due to improvement in product availability and
favorable mix towards mid-range devices. Equipment backlog declined 27.1% on a
sequential basis and 58.8% on a year-over-year basis due to better availability
of product but remained above pre-pandemic levels.

Post sale revenue decreased by 2.1% during the first quarter 2023 as compared to
first quarter 2022, primarily due to IT hardware revenue declines, currency and
lower page volumes associated with lower installations in prior periods. These
decreases were partially offset by growth in outsourcing revenues, which
included the acquisition of Go Inspire, and paper sales.
                                                         Xerox 2023 Form 10-Q 49
--------------------------------------------------------------------------------

Detail by product group is shown below.



                                                        Three Months Ended
                                                            March 31,                                                             % of Equipment Sales
(in millions)                                                       2023             2022             % Change            CC % Change                   2023               2022
Entry                                                            $    62          $    61               1.6%                 2.3%                        16%                19%
Mid-range                                                            252              194              29.9%                 32.4%                       64%                62%
High-end                                                              73               54              35.2%                 38.3%                       19%                17%
Other                                                                  4                5             (20.0)%               (20.0)%                      1%                 2%
Equipment sales(1)(2)                                            $   391          $   314              24.5%                 27.0%                      100%               100%


_____________

CC - See "Currency Impact" section for a description of constant currency. (1)Refer to the Products and Offerings Definitions section. (2)Includes equipment sales related to the FITTLE segment of $6 million and $5 million for the three months ended March 31, 2023 and 2022, respectively.

The change at constant currency1 reflected the following:

•Entry - The increase was driven by strength in color devices and overall price increases.

•Mid-range - The increase was primarily driven by our higher margin A3 devices due to improved product availability, price increases, and a strong backlog going into the quarter.

•High-end - The increase was driven by strong performance in entry production color, improved product availability, as well as benefits from price increases.

_____________

(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the non-GAAP financial measure.



Total Installs

Installs reflect new placements of devices only (i.e., measure does not take
into account removal of devices which may occur as a result of contract renewals
or cancellations). Revenue associated with equipment installations may be
reflected up-front in Equipment sales or over time either through rental income
or as part of our services revenues (which are both reported within our Post
sale revenues), depending on the terms and conditions of our agreements with
customers. Installs include activity for Xerox and non-Xerox branded products
installed by our XBS sales unit. Detail by product group (see Products and
Offerings Definitions) is shown below.

Installs for the three months ended March 31, 2023 as compared to prior year period reflect the following:

Entry1


•9% decrease in entry color installs primarily due to declines in entry color
printers, partially offset by growth in A4 Color multi-function printers.
•1% decrease in entry black-and-white installs primarily driven by A4 mono
multi-function printer (MFP) activity declines, partially offset by entry mono
printer installs, and increased product availability.

Mid-Range


•26% increase in mid-range color installs primarily reflecting increased product
availability.
•160% increase in mid-range black-and-white installs, primarily reflecting
increased product availability.

High-End

•84% increase in high-end color installs primarily reflecting increased product availability and strong demand for entry production color devices. •23% decrease in high-end black-and-white installs reflecting lower demand.

_____________

(1)Reflects install activity for total Entry product group.



                                                         Xerox 2023 Form 10-Q 50
--------------------------------------------------------------------------------

Products and Offerings Definitions

Our product groupings range from:

•"Entry", which include A4 devices and desktop printers and multifunction devices that primarily serve small and medium workgroups/work teams.



•"Mid-Range", which include A3 devices that generally serve large workgroup/work
teams environments as well as products in the Light Production product groups
serving centralized print centers, print for pay and lower volume production
print establishments.

•"High-End", which include production printing and publishing systems that generally serve the graphic communications marketplace and print centers in large enterprises.

Segment Margin



Print and Other segment margin of 6.8% for the three months ended March 31, 2023
increased by 8.1-percentage points as compared to first quarter 2022 primarily
due to higher revenue, lower supply chain-related costs, lower RD&E expense as
well as lower selling and administrative expense, which reflect the benefits of
cost and productivity savings. This activity was partially offset by higher
product costs.

FITTLE

FITTLE represents a global financing solutions business, primarily enabling the sale of our equipment and services.



Revenue
                                                      Three Months Ended
                                                          March 31,
                                                                                              %
(in millions)                                                         2023       2022       Change
Equipment sales                                                      $   6      $   5       20.0%
Financing                                                               52         53       (1.9)%
Other Post sale revenue(1)                                              93         97       (4.1)%
Intersegment revenue(2)                                                  3          3         -%
Total FITTLE Revenue                                                 $ 154      $ 158       (2.5)%


_____________
(1)Other Post sale revenue includes operating lease/rental revenues as well as
lease renewal and fee income.
(2)Reflects revenue, primarily commissions and other payments, made by the
FITTLE segment to the Print and Other segment for the lease of Xerox equipment
placements.

First quarter 2023 FITTLE segment revenue decreased 2.5% as compared to first quarter 2022 and included the following:



Financing Income decreased by 1.9% for the three months ended March 31, 2023 as
compared to first quarter 2022, primarily due to currency as financing revenue
was essentially flat on a constant currency1 basis reflecting a stable average
finance receivable portfolio.

Other Post sale revenue decreased 4.1% for the three months ended March 31, 2023
as compared to first quarter 2022 due to a decline in operating lease income,
which reflects lower equipment installs in prior periods. This decline was
partially offset by higher fees, including those associated with the new
receivable sales/funding agreement.

_____________

(1)Refer to the "Non-GAAP Financial Measures" section for an explanation of the non-GAAP financial measure.



Segment Margin

FITTLE segment margin of 7.9% for the three months ended March 31, 2023
decreased 3.1-percentage points as compared to first quarter 2022 due to higher
inter-segment commissions and the impact of higher borrowing costs, which was
partially offset by lower bad debt expense.
                                                         Xerox 2023 Form 10-Q 51
--------------------------------------------------------------------------------

Capital Resources and Liquidity

The following is a summary of our liquidity position:



•As of March 31, 2023 and December 31, 2022, total cash, cash equivalents and
restricted cash were $697 million and $1,139 million, respectively, and apart
from restricted cash of $106 million and $94 million at March 31, 2023 and
December 31, 2022, respectively, was readily accessible for use. The decrease in
total cash, cash equivalents and restricted cash of $442 million primarily
reflects net payments on debt of $452 million and dividend payments to
shareholders of $45 million, which were partially offset by net cash flow from
operations of $78 million. Net cash flows from operations included a $160
million benefit from a decrease in finance receivables, which reflected the sale
of approximately $260 million of finance receivables under the FITTLE
Receivables Funding Agreement, partially offset by new originations.

•Total debt at March 31, 2023 was $3,279 million, of which $2,826 million is
allocated to and supports the Company's finance assets. The remaining debt of
$453 million is attributable to the non-financing business and declined from
$806 million at December 31, 2022. Debt consists of Senior Unsecured Notes and
secured borrowings through the securitization of finance assets. No amounts are
due under our Senior Unsecured Note borrowings for the next twelve months.

•As of March 31, 2023, there were no borrowings or letters of credit outstanding
under our $250 million Credit Facility and we were in full compliance with the
covenants and other provisions of the Credit Facility.

•We expect Operating cash flows to be approximately $550 million in 2023, reflecting the benefits of FITTLE's Receivables Funding Agreement. Additionally, we expect that capital expenditures will be approximately $50 million.

Cash Flow Analysis

The following summarizes our cash, cash equivalents and restricted cash:



                                                                      Three Months Ended
                                                                           March 31,
(in millions)                                                       2023                  2022              Change

Net cash provided by operating activities                    $       78

$ 66 $ 12



Net cash used in investing activities                               (17)                    (75)                 58

Net cash used in financing activities                              (505)                   (149)               (356)
Effect of exchange rate changes on cash, cash
equivalents and restricted cash                                       2                      10                  (8)

Decrease in cash, cash equivalents and restricted cash             (442)                   (148)               (294)
Cash, cash equivalents and restricted cash at
beginning of period                                               1,139                   1,909                (770)

Cash, Cash Equivalents and Restricted Cash at End of Period

$      697

$ 1,761 $ (1,064)

Cash Flows from Operating Activities



Net cash provided by operating activities was $78 million for the three months
ended March 31, 2023. The $12 million increase in operating cash from the prior
year period was primarily due to the following:

•$137 million increase in pre-tax income before depreciation and amortization,
provisions, restructuring and related costs, net and non-service
retirement-related costs.
•$119 million increase from finance receivables reflecting the sale of
approximately $260 million of finance receivables under the FITTLE Receivables
Funding Agreement partially offset by higher originations from increased
equipment sales. Refer to Note 8 - Finance Receivables, Net in the Condensed
Consolidated Financial Statements for additional information regarding the sale
of finance receivables.
•$26 million increase from accounts receivable primarily due to a higher
year-over-year decline in revenues partially offset by the timing of
collections.
•$21 million increase from lower contributions to pension benefit plans.
•$152 million decrease from accounts payable primarily due to the timing of
supplier and vendor payments including the extension of payment terms on certain
suppliers in the prior year.
•$88 million decrease from other current and long-term liabilities primarily due
to the timing of payment of higher year-end accruals.
•$38 million decrease from accrued compensation primarily related to the
year-over-year timing of payments.
•$33 million decrease from inventory primarily due to higher equipment inventory
levels in anticipation of increased sales activity in 2023 as the Company
continues to work down its backlog.
                                                         Xerox 2023 Form 10-Q 52
--------------------------------------------------------------------------------

Cash Flows from Investing Activities



Net cash used in investing activities was $17 million for the three months ended
March 31, 2023. The $58 million decrease in the use of cash from the prior year
period was primarily due to the following:

•$47 million decrease from acquisitions.
•$8 million decrease reflecting lower capital expenditures.

Cash Flows from Financing Activities

Net cash used in financing activities was $505 million for the three months ended March 31, 2023. The $356 million increase in the use of cash from the prior year period was primarily due to the following:



•$474 million increase from net debt activity. 2023 reflects payments of $300
million on Senior Notes and $152 million on secured financing arrangements. 2022
reflects proceeds of $668 million on a new secured financing arrangement offset
by payments of $346 million on existing secured financing arrangements and $300
million on Senior Notes.
•$113 million decrease due to no share repurchases in the current year.

Cash, Cash Equivalents and Restricted Cash

Refer to Note 6 - Supplementary Financial Information in the Condensed Consolidated Financial Statements for additional information regarding Cash, cash equivalents and restricted cash.

Operating Leases



We have operating leases for real estate and vehicles in our domestic and
international operations and for certain equipment in our domestic operations.
Additionally, we have identified embedded operating leases within certain supply
chain contracts for warehouses, primarily within our domestic operations. Our
leases have remaining terms of up to twelve years and a variety of renewal
and/or termination options. As of March 31, 2023 and December 31, 2022, total
operating lease liabilities were $214 million and $229 million, respectively.

Refer to Note 10 - Lessee in the Condensed Consolidated Financial Statements for additional information regarding our leases accounted for under lessee accounting.

Debt and Customer Financing Activities

The following summarizes our debt:



(in millions)                           March 31, 2023      December 31, 2022
Xerox Holdings Corporation             $        1,500      $            1,500
Xerox Corporation                                 900                   1,200
Xerox - Other Subsidiaries(1)                     893                   1,042
Subtotal - Principal debt balance               3,293                   3,742
Debt issuance costs
Xerox Holdings Corporation                         (8)                     (9)
Xerox Corporation                                  (4)                     (4)
Xerox - Other Subsidiaries(1)                      (4)                     

(5)


Subtotal - Debt issuance costs                    (16)                    (18)
Net unamortized premium                             2                       2

Total Debt                             $        3,279      $            3,726


_____________

(1)Represents secured debt issued by subsidiaries of Xerox Corporation as part of the securitization of Finance Receivables.

Refer to Note 12 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt.


                                                         Xerox 2023 Form 10-Q 53
--------------------------------------------------------------------------------

Finance Assets and Related Debt



The following represents our total finance assets, net associated with our lease
and finance operations:

(in millions)                            March 31, 2023      December 31, 2022
Total finance receivables, net(1)       $        2,980      $            

3,102


Equipment on operating leases, net                 250                     235
Total Finance Assets, net(2)            $        3,230      $            3,337


_____________

(1)Includes (i) Billed portion of finance receivables, net, (ii) Finance receivables, net and (iii) Finance receivables due after one year, net as included in our Condensed Consolidated Balance Sheets. (2)The change from December 31, 2022 includes an increase of $27 million due to currency.



Our lease contracts permit customers to pay for equipment over time rather than
at the date of installation; therefore, we maintain a certain level of debt
(that we refer to as financing debt) to support our investment in these lease
contracts, which are reflected in Total finance assets, net. For this financing
aspect of our business, we maintain an assumed 7:1 leverage ratio of debt to
equity as compared to our finance assets.

Based on this leverage, the following represents the breakdown of total debt between financing debt and core debt:



(in millions)                              March 31, 2023      December 31, 

2022


Finance receivables debt(1)               $        2,607      $            

2,714


Equipment on operating leases debt                   219                     206
Financing debt                                     2,826                   2,920
Core debt                                            453                     806
Total Debt                                $        3,279      $            3,726


__________________

(1)Finance receivables debt is the basis for our calculation of "Cost of financing" expense in the Condensed Consolidated Statements of Income (Loss).

Sales of Accounts Receivable

Activity related to sales of accounts receivable is as follows:




                                                              Three Months Ended
                                                                  March 31,
(in millions)                                                                 2023       2022
Estimated decrease to net operating cash flows(1)                           

$ (87) $ (13)

_____________

(1)Represents the difference between current and prior period accounts receivable sales adjusted for the effects of currency.

Refer to Note 7 - Accounts Receivable, Net in the Condensed Consolidated Financial Statements for additional information regarding our accounts receivable sales arrangements.


                                                         Xerox 2023 Form 10-Q 54
--------------------------------------------------------------------------------

Liquidity and Financial Flexibility



We manage our worldwide liquidity using internal cash management practices,
which are subject to i) the statutes, regulations and practices of each of the
local jurisdictions in which we operate, ii) the legal requirements of the
agreements to which we are a party, and iii) the policies and cooperation of the
financial institutions we utilize to maintain and provide cash management
services.

Our principal debt maturities are spread over the next five years as follows:

                                                        Xerox Holdings                                         Xerox - Other
(in millions)                                             Corporation            Xerox Corporation            Subsidiaries(1)             Total
2023 Q2                                                $            -          $                -          $              151          $    151
2023 Q3                                                             -                           -                         144               144
2023 Q4                                                             -                           -                         135               135
2024                                                                -                         300                         387               687
2025                                                              750                           -                          76               826
2026                                                                -                           -                           -                 -
2027                                                                -                           -                           -                 -
2028 and thereafter                                               750                         600                           -             1,350
Total(2)                                               $        1,500          $              900          $              893          $  3,293


_____________
(1)Represents secured debt issued by subsidiaries of Xerox Corporation as part
of securitization of Finance Receivables.
(2)Includes fair value adjustments.

Refer to Note 12 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt.

Treasury Stock

Xerox Holdings Corporation made no repurchases of its Common Stock in first quarter 2023.


                                                         Xerox 2023 Form 10-Q 55
--------------------------------------------------------------------------------

Financial Risk Management



We are exposed to market risk from foreign currency exchange rates and interest
rates, which could affect operating results, financial position and cash flows.
We manage our exposure to these market risks through our regular operating and
financing activities and, when appropriate, through the use of derivative
financial instruments. We utilize derivative financial instruments to hedge
economic exposures, as well as to reduce earnings and cash flow volatility
resulting from shifts in market rates. We enter into limited types of derivative
contracts, including interest rate swap agreements, interest rate caps, foreign
currency spot, forward and swap contracts and net purchased foreign currency
options to manage interest rate and foreign currency exposures. Our primary
foreign currency market exposures include the Japanese Yen, Euro and U.K. Pound
Sterling. The fair market values of all our derivative contracts change with
fluctuations in interest rates and/or currency exchange rates and are designed
so that any changes in their values are offset by changes in the values of the
underlying exposures. Derivative financial instruments are held solely as risk
management tools and not for trading or speculative purposes. The related cash
flow impacts of all of our derivative activities are reflected as cash flows
from operating activities.

We are required to recognize all derivative instruments as either assets or
liabilities at fair value in the balance sheet. As permitted, certain of these
derivative contracts have been designated for hedge accounting treatment.
Certain of our derivatives that do not qualify for hedge accounting are
effective as economic hedges. These derivative contracts are likewise required
to be recognized each period at fair value and therefore do result in some level
of volatility. The level of volatility will vary with the type and amount of
derivative hedges outstanding, as well as fluctuations in the currency and
interest rate markets during the period. The related cash flow impacts of all of
our derivative activities are reflected as cash flows from operating activities.

By their nature, all derivative instruments involve, to varying degrees,
elements of market and credit risk. The market risk associated with these
instruments resulting from currency exchange and interest rate movements is
expected to offset the market risk of the underlying transactions, assets and
liabilities being hedged. We do not believe there is significant risk of loss in
the event of non-performance by the counterparties associated with these
instruments because these transactions are executed with a diversified group of
major financial institutions. Further, our policy is to deal with counterparties
having a minimum investment grade or better credit rating. Credit risk is
managed through the continuous monitoring of exposures to such counterparties.

The current market events have not required us to materially modify or change our financial risk management strategies with respect to our exposures to interest rate and foreign currency risk. Refer to Note 13 - Financial Instruments in the Condensed Consolidated Financial Statements for further discussion and information on our financial risk management strategies.


                                                         Xerox 2023 Form 10-Q 56
--------------------------------------------------------------------------------

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. 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. 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.

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 Condensed Consolidated Financial Statements
prepared in accordance with GAAP.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are set forth below.



Adjusted Earnings Measures

•Adjusted Net Income (Loss) and EPS

•Adjusted Effective Tax Rate

The above measures were adjusted for the following items:



Restructuring and related costs, net: Restructuring and related costs, net
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.

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.

Non-service retirement-related costs: 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.

Discrete, unusual or infrequent items: We exclude these item(s), when
applicable, given their discrete, unusual or infrequent nature and their impact
on the comparability of our results for the period to prior periods and future
expected trends.

•Contract termination costs - product supply


                                                         Xerox 2023 Form 10-Q 57
--------------------------------------------------------------------------------

Adjusted Operating Income (Loss) and Margin



We calculate and utilize adjusted operating income (loss) and margin measures by
adjusting our reported pre-tax income (loss) and margin amounts. In addition to
the costs and expenses noted above as adjustments for our adjusted earnings
measures, adjusted operating income (loss) 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 (CC)

Refer to "Currency Impact" for a discussion of this measure and its use in our analysis of revenue growth.

Adjusted Net Income (Loss) and EPS reconciliation:



                                                                Three 

Months Ended March 31,


                                                                      2023                           2022
(in millions, except per share amounts)                                                Net Income           Diluted EPS           Net  (Loss)           Diluted EPS
Reported(1)                                                                          $        71          $       0.43          $        (56)         $      (0.38)
Adjustments:

Restructuring and related costs, net                                                           2                                          18
Amortization of intangible assets                                                             11                                          11

Non-service retirement-related costs                                                          (1)                                         (7)
Contract termination costs - product supply                                                    -                                          33

Income tax on adjustments(2)                                                                  (1)                                        (13)

Adjusted                                                                             $        82          $       0.49          $        (14)         $      (0.12)

Dividends on preferred stock used in adjusted
EPS calculation(3)                                                                                        $          4                                $ 

4


Weighted average shares for adjusted EPS(3)                                                                        158                                  

156


Fully diluted shares at March 31, 2023(4)                                                                             158


____________________________



(1)Net Income (Loss) and EPS attributable to Xerox Holdings.
(2)Refer to Adjusted Effective Tax Rate reconciliation.
(3)For those periods that include the preferred stock dividend, the average
shares for the calculations of diluted EPS exclude the 7 million shares
associated with our Series A convertible preferred stock.
(4)Reflects common shares outstanding at March 31, 2023, plus potential dilutive
common shares used for the calculation of adjusted diluted EPS for the first
quarter 2023. The amount excludes shares associated with our Series A
convertible preferred stock, which were anti-dilutive for the first quarter
2023.

Adjusted Effective Tax Rate reconciliation:



                                                                                       Three Months Ended March 31,
                                                                   2023                                                             2022
                                          Pre-Tax            Income Tax              Effective             Pre-Tax            Income Tax              Effective
(in millions)                             Income              Expense                Tax Rate               (Loss)             (Benefit)              Tax Rate
Reported(1)                             $     85          $          14                    16.5  %       $     (89)         $        (31)                   34.8  %

Non-GAAP Adjustments(2)                       12                      1                                         55                    13

Adjusted(3)                             $     97          $          15                    15.5  %       $     (34)         $        (18)                   52.9  %

____________________________



(1)Pre-tax income (loss) and Income tax expense (benefit).
(2)Refer to Adjusted Net Income (Loss) and EPS reconciliation for details.
(3)The tax impact on Adjusted Pre-tax income (loss) is calculated under the same
accounting principles applied to the Reported Pre-tax income (loss) under ASC
740, which employs an annual effective tax rate method to the results.
                                                         Xerox 2023 Form 10-Q 58
--------------------------------------------------------------------------------

Adjusted Operating Income (Loss) and Margin reconciliation:



                                                               Three Months Ended March 31,
                                                         2023                                 2022
(in millions)                              Profit       Revenue      Margin      (Loss)      Revenue      Margin
Reported(1)                               $    85      $ 1,715        5.0  %    $  (89)     $ 1,668       (5.3) %
Adjustments:

Restructuring and related costs, net            2                           

18


Amortization of intangible assets              11                                   11

Other expenses, net                            20                                   57
Adjusted                                  $   118      $ 1,715        6.9  %    $   (3)     $ 1,668       (0.2) %


____________________________

(1)Pre-tax income (loss).
                                                         Xerox 2023 Form 10-Q 59

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses