8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 7, 2016

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

New York	001-04471	16-0468020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P. O. Box 4505

45 Glover Avenue

Norwalk, Connecticut

06856-4505

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 968-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On December 7, 2016 Registrant held its annual Investor Conference in New York City and is furnishing to the Securities and Exchange Commission as exhibits to this Report under Item 7.01 of Form 8-K the following: a copy of the Investor Conference press release (Exhibit 99.1), a copy of the Investor Conference presentation (Exhibit 99.2) and a copy of Registrant’s preliminary estimates of its financial results from continuing operations, excluding income taxes and equity income, subsequent to the classification of Conduent Incorporated as a discontinued operation upon Conduent’s separation from Xerox expected to occur as of December 31, 2016 (Exhibit 99.3). The press release was issued prior to commencement of the Investor Conference.

Exhibit 99.2 to this Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.2 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 7.01 of this Report and in Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 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 press release dated December 7, 2016 regarding Investor Conference
99.2	Registrant’s Investor Conference presentation dated December 7, 2016
99.3	Registrant’s preliminary estimates of its financial results from continuing operations, excluding income taxes and equity income, subsequent to the classification of Conduent Incorporated as a discontinued operation upon Conduent’s separation from Xerox expected to occur as of December 31, 2016

Forward Looking Statements

This Current Report on Form 8-K and any exhibits to this Current Report may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations, including with respect to the proposed separation of the Business Process Outsourcing (“BPO”) business from the Document Technology and Document Outsourcing business, the expected timetable for completing the separation, the future financial and operating performance of each business, the strategic and competitive advantages of each business, future opportunities for each business and the expected amount of cost reductions that may be realized in the cost transformation program, and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to: changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the United States and in the foreign countries in which we do business; 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 our bids do not accurately estimate the resources and costs required to implement and service very complex, multi-year governmental and commercial contracts, often in advance of the final determination of the full scope and design of such contracts or as a result of the scope of such contracts being changed during the life of such contracts; the risk that subcontractors, software vendors and utility and network providers will not perform in a timely, quality manner; service interruptions; 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 and the relocation of our service delivery centers; the risk that individually identifiable information of customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems; the risk in the hiring and retention of qualified personnel; the risk that unexpected costs will be incurred; our ability to recover capital investments; the risk that our Services business could be adversely affected if we are unsuccessful in managing the start-up of new contracts; the collectability of our receivables for unbilled services associated with very large, multi-year contracts; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; our ability to expand equipment placements; interest rates, cost of borrowing and access to credit markets; the risk that our products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives; the outcome of litigation and regulatory proceedings to which we may be a party; the possibility that the proposed separation of the BPO business from the Document Technology and Document Outsourcing business will not be consummated within the anticipated time period or at all, including as the result of regulatory, market or other factors; the potential for disruption to our business in connection with the proposed separation; the potential that BPO and Document Technology and Document Outsourcing do not realize all of the expected benefits of the separation; 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 Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and our 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). Such factors also include, but are not limited to, the factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section and other sections of the Conduent Incorporated Form 10 Registration Statement, as amended, filed with the SEC. 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.

Date: December 7, 2016

XEROX CORPORATION

By:	/s/ Douglas H. Marshall
	Douglas H. Marshall
	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Registrant’s press release dated December 7, 2016 regarding Investor Conference
99.2	Registrant’s Investor Conference presentation dated December 7, 2016
99.3	Registrant’s preliminary estimates of its financial results from continuing operations, excluding income taxes and equity income, subsequent to the classification of Conduent Incorporated as a discontinued operation upon Conduent’s separation from Xerox expected to occur as of December 31, 2016

EX-99.1

Exhibit 99.1

Xerox Outlines Strategy at Investor Conference

Leader in an $85 billion market with focus on driving continued strong cash flow, margin expansion, and improving revenue trajectory

NEW YORK, Dec. 7, 2016 – Xerox (NYSE: XRX) today will hold an Investor Conference to provide details on its business strategy and long-term financial model as a standalone company. Xerox expects to complete the separation of Conduent Incorporated on Dec. 31, 2016.

“Today, we unveil the new Xerox, a company dedicated to helping our customers innovate how they communicate, connect and work to drive greater productivity,” said Jeff Jacobson, CEO of Xerox following the separation. “Our strategy builds on our solid financial foundation to drive strong cash generation and margin expansion while improving our revenue trajectory over the long term. We remain committed to delivering attractive, balanced returns for our shareholders.”

Delivering on the New Xerox

During the conference, Xerox will outline actions to position itself for continued leadership in the digital print technology market and to drive strong shareholder returns that include:

• Accelerated productivity and cost initiatives: The company continues to drive its three-year strategic transformation program to deliver at least $1.5 billion in productivity gains and cost savings for the standalone entity. The program will further accelerate Xerox’s operational excellence and cost competitiveness.

• Renewed focus on growth markets: Xerox will invest in areas of strength and growth such as document outsourcing and color production, and will execute strategies to increase its participation in underpenetrated markets, including small- and medium-sized businesses. As a result, the company will shift its revenue mix toward growing markets to increasingly offset declines in mature areas.

• Game-changing global product launch and market expansion: Further solidifying its market leadership and supporting its revenue objectives, Xerox is gearing up for the largest new product launch in its history. The launch will enhance its connected office portfolio with secure, smart multifunction devices with high performance apps, on-the-go print capabilities and cloud-connectivity. It will also support channel expansion, particularly in the $20 billion multi-brand reseller space, by providing partners a broader set of products, solutions and vertically integrated tools, technology and service delivery processes.

• Ongoing commitment to shareholder returns: With a leadership position in equipment revenue and the stability of a largely annuity-based business and cash flow, the new Xerox will be well positioned to deliver attractive, balanced shareholder returns. Demonstrating its ongoing commitment to shareholders, Xerox announced an expected annualized per share dividend of $0.25 after the separation.

Target Financial Model

At the event, Xerox will highlight the company’s compelling investment proposition and long-term financial goals. The new Xerox expects to:

• Expand operating margins to be in the range of 12.5 – 14.5 percent in the near term by delivering at least $1.5 billion cumulative gross productivity and cost savings by 2018 from its strategic transformation program;

• Increase contribution from strategic growth areas to 50 percent of total company revenue by 2020 and to outperform the market over the long term;

• Continue to generate robust free cash flow supported by annuity-driven revenues;

• Maintain a strong balance sheet and investment grade rating;

• Provide a strong return of capital through dividends and share repurchases along with targeted M&A.

The company will provide guidance for fiscal year 2017 at its fourth quarter 2016 earnings announcement in late January.

Webcast Information

A live audio webcast of today’s event along with relevant presentation materials will be available at https://www.news.xerox.com/investors at 9 a.m. ET. A replay of the webcast can be found following the presentation at the same link.

About Xerox

Xerox is helping change the way the world works. By applying our expertise in imaging, business process, analytics, automation and user-centric insights, we engineer the flow of work to provide greater productivity, efficiency and personalization. Our employees create meaningful innovations and provide business process services, printing equipment, software and solutions that make a real difference for our clients and their customers in 180 countries. On January 29, 2016, Xerox announced its plans to separate into two independent, publicly traded companies – Xerox Corporation, which will be comprised of the company’s Document Technology and Document Outsourcing businesses, and Conduent Incorporated, a business process services company. Learn more at www.xerox.com.

Non-GAAP Measures

This release refers to the following non-GAAP financial measures:

• Operating margin, which includes equity in net income of unconsolidated affiliates and excludes the following items - Non-service retirement related costs; Restructuring and related costs; Amortization of intangible assets; Separation costs; and Other expense, net.

• Free cash flow, which is cash flow from operations less capital expenditures including internal use software.

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Refer to the “Non-GAAP Financial Measures” section of the Xerox Investor Day Presentation for a further discussion of these non-GAAP measures and their reconciliation to the reported GAAP measure.

Forward-Looking Statements

This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations, including with respect to the proposed separation of the Business Process Outsourcing (“BPO”) business from the Document Technology and Document Outsourcing business, the expected timetable for completing the separation, the future financial and operating performance of each business, the strategic and competitive advantages of each business, future opportunities for each business and the expected amount of cost reductions that may be realized in the cost transformation program, and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to: changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the United States and in the foreign countries in which we do business; 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 our bids do not accurately estimate the resources and costs required to implement and service very complex, multi-year governmental and commercial contracts, often in advance of the final determination of the full scope and design of such contracts or as a result of the scope of such contracts being changed during the life of such contracts; the risk that subcontractors, software vendors and utility and network providers will not perform in a timely, quality manner; service interruptions; 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 and the relocation of our service delivery centers; the risk that individually identifiable information of customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems; the risk in the hiring and retention of qualified personnel; the risk that unexpected costs will be incurred; our ability to recover capital investments; the risk that our Services business could be adversely affected if we are unsuccessful in managing the start-up of new contracts; the collectability of our receivables for unbilled services associated with very large, multi-year contracts; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; our ability to expand equipment placements; interest rates, cost of borrowing and access to credit markets; the risk that our products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives; the outcome of litigation and regulatory proceedings to which we may be a party; the possibility that the proposed separation of the BPO

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business from the Document Technology and Document Outsourcing business will not be consummated within the anticipated time period or at all, including as the result of regulatory, market or other factors; the potential for disruption to our business in connection with the proposed separation; the potential that BPO and Document Technology and Document Outsourcing do not realize all of the expected benefits of the separation; 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 Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, and our 2015 Annual Report on Form 10-K filed with the SEC. Such factors also include, but are not limited to, the factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section and other sections of the Conduent Incorporated Form 10 Registration Statement, as amended, filed with the SEC. 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.

-XXX-

Media Contact:

Carl Langsenkamp, Xerox, +1-585-423-5782, carl.langsenkamp@xerox.com

Investor Contact:

Jennifer Horsley, Xerox, +1-203-849-2656, jennifer.horsley@xerox.com

Note: To receive RSS news feeds, visit https://www.news.xerox.com. For open commentary, industry perspectives and views visit http://twitter.com/xerox, http://www.linkedin.com/company/xerox, http://simplifywork.blogs.xerox.com, http://www.facebook.com/XeroxCorp, http://www.youtube.com/XeroxCorp.

Xerox^® and Xerox and Design^® are trademarks of Xerox in the United States and/or other countries. Conduent is a trademark of Xerox Business Services, LLC in the United States and/or other countries.

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EX-99.2

Xerox: A New Beginning Exhibit 99.2

Introduction and Strategic Overview Jeff Jacobson

The New Xerox – Well Positioned for the Future Attractive Business Model Laser Focus on Cost and Productivity Well Positioned to Capitalize on Areas of Growth Balanced Shareholder Return Significant market opportunity of ~$85B Bundled contracts model creates “stickiness” with >75% annuity revenue and strong cash flow Track record of strong cost / productivity discipline Accelerating productivity through $1.5B+ transformation program Clear plan to increasing participation in growing market segments Building a leading Market Platform through our largest ever product launch and enhancing and expanding our channel reach Committed to investment grade rating profile Strong free cash flow1 supports attractive dividend and shareholder returns A B C D We are assembling a high performing team with a blend of our strongest current operators, coupled with highly skilled external hires, driven to exceeding expectations 1 Free Cash Flow: see Non-GAAP Financial Measures.

Xerox at a Glance 1 FY 2015 revenue on a post-separation basis. Other revenue is included in Document Technology. Digital Production & Workflow Full range of Multi-Function Printers ConnectKey Productivity Solutions Broad Portfolio Managed Print Services Workflow Automation Centralized Print Services Customers Large Enterprises Small & Medium Businesses Public Sector Graphic Communications Providers Go-to-Market and Delivery Full range of global capabilities 2,700 direct salesforce 10,000 total service technicians 600 professional services staff 5,000 active partners ~160 countries Document Technology Document Outsourcing Revenue1 $3.5B 30% $8.0B 70% Revenue Mix Annuity Revenue Equipment Sales US Canada Europe Developing Markets Shifting to Services Over Time Attractive Business Model A ~25% ~75% ~25% 59% 6% 24% 11%

Leading Positions in Large Markets with Opportunities for Growth 1 Estimated 2016 total market size excluding Fuji Xerox territories. Source: IDC and Xerox internal analysis. 2 A3 MFP and Production positioning based on equipment revenue market share. 3 As recognized by Buyers Laboratory in 2014, 2015 and 2016. 4 Digital packaging is a $0.6B market that is a subset of Production Color. Note: CAGRs reflect 2016E – 2019E growth. SMB = Small & Medium Business; DO = Document Outsourcing; MFP = Multifunction Printer; MPS = Managed Print Services; LE = Large Enterprise; CPS = Centralized Print Services ~$85B Market1 Strategic Growth Areas Large Enterprise DO (MPS & CPS) Workflow Auto. SMB MPS Production Color A4 MFPs A3 MFPs Single Function Printers Document Outsourcing $21B Graphic Communications & High-End Production $6B Strengths2 #1 in large enterprise MPS and Centralized Print Services Connected Office Solutions $35B A4 MFPs +3% #1 in A3 MFPs Broadest Industry Solutions Portfolio3 #1 in production cut sheet (color & mono) Production Color +5% Digital Packaging4 +11% Production Mono Market Growth $38B Growth Markets $47B Mature Markets Managed Print Services +2% LE Workflow Automation +13% +7% SMB Attractive Business Model A

Track Record of Strong Margins $300 – $350M Annual productivity savings (last 3 years) ~230 bps Total margin expansion (last 5 years) Operational Excellence Strong, Consistent Margin Improvement1 (Document Technology + Document Outsourcing) 1 Reflects the combined historical segment margins for Document Technology and Document Outsourcing businesses. Including retirement-related adjustments, margins in 2013, 2014 and 2015 would be 12.6%, 13.9% and 13.2%, respectively. Laser Focus on Cost and Productivity B +230 bps

Clear Path to Achieving Transformation Program Supply Chain & Procurement Delivery Cost of Production Cumulative Gross Productivity & Cost Savings ($M) Full transformation benefits recognized in 2018 and beyond, as productivity continues and flow through of new product introductions are realized Sources of Productivity and Cost Savings Sales & Contracting G&A Integrated supply chain Procurement MPS delivery Technical service Remote connectivity Manufacturing RD&E and design efficiency Sales productivity Pricing tools Real estate IT Finance Management structure Facilities $1,500+ ~$200 ~$250 ~$450 ~$300 ~$300 ~$400+ ~$1,100 ~$500 Delivery Cost of Production Sales & Contracting G&A Supply Chain & Procurement ~35% ~75% 100% % Cumulative Phasing 90%+ already achieved Enables margin expansion and mitigates revenue/currency headwinds Note: There is approximately $300 to $350M in traditional ongoing productivity included in gross productivity. MPS = Managed Print Services Laser Focus on Cost and Productivity B

Strategy to Improve Revenue Trajectory Document Outsourcing Graphic Communications & High-End Production Connected Office Solutions Increase share with strengthened product portfolio and expanded distribution capacity Gain share in SMB through channel partner recruitment Increase dedicated new logo sales coverage Build upon leadership in color cut sheet while investing to capture growth in inkjet A4 MFPs Managed Print Services Workflow Automation Production Color Digital Packaging Invest in professional services offering and grow managed workflow solutions (i.e., industries and horizontals) Bring extensive digital print & workflow expertise to the market Well Positioned to Capitalize on Areas of Growth C Note: SMB = Small & Medium Business; MFP = Multifunction Printer

Shifting Revenue Mix Towards Growth Note: CAGRs reflect 2016E – 2019E growth. DO = Document Outsourcing; MFP = Multifunction Printer; MPS = Managed Print Services; SMB = Small & Medium Business A4 Share Gain with strengthened portfolio and increased distribution capacity Expanding Leadership in DO with Enterprise strength and expanding SMB offerings Increased SMB coverage with Multi-Brand Dealers and continued Global Imaging acquisitions Strategic Growth Areas Gain Share in Digital Color Production through continued innovation and growth in new markets Mature Markets A3 MFPs (5%) Centralized Print Services (0%) Production Mono(11%) Single-Function Printers (8%) CAGR Growth Markets A4 MFPs +3% Large Enterprise MPS +2% Production Color+5% SMB MPS +7% Workflow Automation +13% CAGR Improves revenue mix ~3 points each year Revenue Mix Shift Well Positioned to Capitalize on Areas of Growth C

Proven Growth Model with Distribution Acquisitions In 2007, Xerox acquired Global Imaging Systems (GIS), a leading U.S. distributor of business technology solutions GIS companies sell and service a full range of document management solutions Founded in 1994, GIS has expanded by acquiring strong local multi-brand distributors and now operates across 40 states GIS revenue has doubled since being acquired; ~2/3 through additional acquisitions Strong acquisition integration model and business case realization Continuing to pursue high quality acquisitions $1.0B1 $2.0B Global Imaging Systems Revenue Summary Well Positioned to Capitalize on Areas of Growth C 1Revenue is pre-acquisition. Note: MPS = Managed Print Services Distribution acquisitions support growth strategies in MPS, A4 and A3

1 Operating Margin and Free Cash Flow: see Non-GAAP Financial Measures. Balanced Shareholder Return D Target Financial Model Revenue Outlook Operating Margin1 Leverage Profile Trajectory to outperform market trend Expanding to 12.5% - 14.5% target Maintain investment grade rating Dividend Policy Capital Allocation Strong return of capital through dividends, share repurchases, strategic organic investments and targeted M&A Attractive dividend; expected to grow with earnings and free cash flow1

Innovation and Portfolio Strength Document Outsourcing Opportunity Today’s Discussion Mike Feldman President, North America Jeff Jacobson Chief Executive Officer Introduction and Strategic Overview Kevin Warren Chief Commercial Officer Leslie Varon Chief Financial Officer Financial Overview

Innovation and Portfolio Strength Kevin Warren

Growing in Graphic Communications and High-End Production Four Strategic Growth Planks Strengthening our Connected Office Portfolio Increasing Participation in SMB and the Mid-Market Expanding Market Leadership in Document Outsourcing 1 4 2 3

Major Shifts in the Office Workplace Work is moving from a physical location to a virtual and multi-dimensional workplace Xerox Vision The Connected and Intelligent Workplace Mobile access and remote collaboration Secure interaction to and from the cloud User experience consistent with consumer devices Customizable application interface and user profiles Smart, automated workflow

Xerox Connected Office for The Intelligent Workplace One family of products and solutions 29 new products Xerox® ConnectKey® Technology Aggressive focus on expanded routes to market with robust portfolio Unified platform Mobility MPS ready Tablet-like interface Improved cost structure Secure Workflow Largest launch in Xerox history coming in 2017 Industry’s largest solutions enabled portfolio with consistent user experience from the simplest A4 device to the most robust A3 MFP Differentiated Xerox Connected Office Portfolio Note: MPS = Managed Print Services; MFP = Multifunction Printer

Strengthening Xerox’s Position in the Connected Office $23B maturing market -5% CAGR ‘16-19 22% rank # 1 Source: 2016 CSI market forecast, IDC and Internal Xerox estimates. 2015 market share is based on equipment revenue share. Platform Driven Portfolio & MPS Ready Technology Benchmark Cost Competitiveness Newly enabled Vertical Solutions and Applications Channel-ready platform and expanding SMB reach Competitive Differentiators A3 Multifunction Printers Market Opportunity Market Growth Xerox Share $12B growing market +3% CAGR ‘16-19 6% rank # 9 A4 Multifunction Printers Market Opportunity Market Growth Xerox Share Note: MFP = Multifunction Printer; MPS = Managed Print Services; SMB = Small & Medium Business Gain share in the areas of market growth Defend and expand our leadership

Independent Multi-brand Dealer Market Opportunity Untapped Dealer Pool Total Dealer Pool Playbook ~300 dealers with $5M-$10M rev. ~200 dealers with >$10M rev. Rapid Recruitment Continue targeted acquisitions Capture share of wallet ~2,500 independent office equipment dealers across the country U.S. Example Recruit & Activate 75%+ of SMB market serviced by indirect channels + 2017 footprint growth engines: New and differentiated office portfolio Channel Managed Print Services Partner-centric infrastructure and marketing support Building channel expertise including top talent recruitment Note: SMB = Small & Medium Business

$34B (9)% $10B 7% $7B 7% SMB Office Market Size and Growth Non-Services Basic Print Services Managed Print Services $12B 3% A4* Increasing Participation in SMB and the Mid-Market SMB-focused portfolio and MPS support and demand generation Become preferred channel partner through investment in talent, infrastructure and partner programs Note: CAGRs reflect 2016E-2019E growth. SMB = Small & Medium Business; MPS = Managed Print Services Recruit & activate to grow our footprint in multi-brand dealer channel among the 750 large dealers WW *A4 is total market including SMB and Large Enterprise + Acquire and integrate multi-brand channel via Global Imaging Systems and European Channels Source: 2016 CSI market forecast, IDC and Internal Xerox estimates Tremendous opportunity to more aggressively target the $20B worldwide multi-brand dealer market

“We chose to engage Xerox for three reasons: the power of their brand, the breadth of their product line, and their increasing commitment to the channel approach.” Lou Usherwood CEO, Usherwood Office Technology “As a top tier dealership, we have access to any number of manufacturers and we wanted to partner with the best, and Xerox is one of them…We are excited about the product line and about the potential in the areas where Xerox has done very well.” Jim Dotter President, Virginia Business Systems Founded in 1976 Leading regional provider in the Northeast Services 7,000 clients across five states Founded in 1954 Leading dealership 11 locations in Eastern Pennsylvania and Central Virginia Xerox Value Proposition Attracts Strong and Established Multi-Brand Dealers

Growing in Graphic Communications & High-End Production Color Note: CF = Continuous Feed Source: Internal Xerox CSI estimates; Smithers-Pira 2016. 2015 market share is based on equipment revenue share. Capture new markets Rialto 900 Roll to Cut Sheet Trivor 2400 SED Continuous Feed CF inkjet: capture higher value page migration Expanded capabilities: through extensions to Rialto and Trivor in 2017 Digital packaging: bring our digital know-how to the market growing at +11% CAGR Target Areas for Growth Leading in color cut sheet Continuous innovation: xerographic and inkjet technologies Award-winning color cut sheet: expanded portfolio with 5 new products in 2017 Brenva™ HD Inkjet Press Conversion to digital: only 3% of 50 trillion pages are digital; conversion and inkjet technology drive color digital market growth Color CF Inkjet: attractive with a $1.7B market and 10% CAGR $5B +5% CAGR ‘16-19 29% rank # 1 in color documents Well Positioned for Leadership and Growth Color Market Opportunity Color Market Growth Xerox Color Share Capitalize on the Color Digital market growth opportunity Xerox® iGen®

~$1B across Xerox and Fuji Xerox RD&E Spending >1,500 U.S. Xerox and Fuji Xerox 2015 Patent Awards World-Class including Palo Alto Research Centre Research Talent >40% were software, solutions and analytics 2015 Patent Filings Improving the productivity of work High-end digital printing for documents and beyond iGen folding carton Inkjet CF Cross-media marketing Inkjet for packaging Direct to object printing Managed print services Workflow automation Breakthroughs in digital printing and the intelligent office to drive growth Automated workflow discovery Predictive analytics Creating new markets with digital technologies Printed electronics Printed smart tags with analytics & real time multimedia Intelligent assistants Digital workplace Augmented reality Innovation at Xerox enables our #1 market share position for 27 consecutive quarters Market Share Source: Xerox Analysis of IDC Data; reflects equipment revenue share. Note: CF = Continuous Feed

An Example of Xerox Innovation More can be viewed during the Innovation Solutions Exhibit

Growing in Graphic Communications and High-End Production Four Strategic Growth Planks Strengthening our Connected Office Portfolio Increasing Participation in SMB and the Mid-Market Expanding Market Leadership in Document Outsourcing 1 4 2 3

Document Outsourcing Opportunity Mike Feldman

Introduction to Document Outsourcing Industry Leader with Unparalleled Capabilities #1 Player in a $21B Market Next-generation Managed Print Services strategy: Continuous improvement Innovative Next Generation Strategy Broadest Range of Solutions Workplace Solutions Business Process Solutions Communications & Marketing Solutions Market share leader Considered the industry leader across major analyst firms Assess & Optimize Secure & Integrate Automate & Simplify

The Most Comprehensive Portfolio for Digital Transformation Assessments and Consulting Technology Xerox ConnectKey Devices Xerox Production Devices Non-Xerox Devices Capture and ECM Software Production Workflow Software Digital Alternatives Software Cross-Media Publishing Software FreeFlow® Capabilities Security | Mobility | Sustainability | Imaging | Creative | Translation | ePublishing Document Publishing Collateral Management Demand Generation Product Information Management Multichannel Communications Business Process & Workflow Automation Document & Data Transaction Processing Transactional Print & Mail Digital Mailroom Managed Print Personal & Office Productivity Content Management Records Management Business Process Solutions Workplace Solutions Communications & Marketing Solutions Healthcare | Education | Government | Banking | Insurance | Manufacturing | Retail | Legal Xerox Document Outsourcing Solutions Reporting and Analytics Assessments and Consulting Global Service Delivery Note: ECM = Enterprise Content Management

Expanding Market Leadership in Document Outsourcing Market Opportunity Document Outsourcing 24% Next closest competitor at 14% Rated by IDC, Gartner, Quocirca & Infotrends #1 Market Size Industry Recognition MPS Market Share Leader $21B SMBs Market Size Growth MPS $7B +7% Large Enterprises Market Size MPS $6B CPS $5B Growth +2% flat $3B Workflow Automation Market Size Growth +13% Source: IDC and Internal Xerox estimates for 2016 Note: CAGRs reflect 2016E – 2019E growth. MPS = Managed Print Services; CPS = Centralized Print Services; SMB = Small & Medium Business

96B+ Pages managed annually ~1,800 Direct Sales Reps MPS $6B CPS $5B Large Enterprise Market Customer Base Strengthening Leadership in Large Enterprise MPS and CPS Clear leader in large enterprise with differentiated solutions and unmatched global delivery capabilities Best-in-class sales management process and tools with sales coverage aligned by industry Building our professional services capabilities, with over 100 dedicated consultants Investing in dedicated new business sales coverage Capturing Large Enterprise Growth Opportunity Market Size Digital Transformation Sales Force 8 Industries served through our workflow solutions Note: MPS = Managed Print Services; CPS = Centralized Print Services Source: IDC and Internal Xerox estimates for 2016

Client Security is at the Core of Our Strategy Comprehensive suite of security solutions which we integrate into our client’s security infrastructure Information Content Application Infrastructure End Point Network Secure Device Access (Xerox Secure Print Manager Suite Systems) Secure Document Collaboration1 MFP Content Security1 Xerox Devices (ConnectKey) Device Settings Compliance (Print Security Audit Service) Digital Repository Security (Content Management Services) Secure Hosting Broad Range of Capabilities Security Approach 1 Currently in pilot phase. Integration Services Tools and Technology IT Policy Note: MFP = Multifunction Printer

Xerox Wins USDA Contract for Estimated $110M over 10 Years Managed Print Services deployment across 3,000+ USDA sites globally Installation of up to 16,000 ConnectKey-enabled secure printers and multifunction devices Ongoing service and support including help desks, maintenance, analytics and reporting services Implications for Xerox Xerox Solution All new business to Xerox; competitive A4 product knock-out Leveraged new A4 products, demonstrating new product competitiveness and innovation Clear competitive advantage from Xerox’s unique portfolio strength and breadth Best-in-class security capability Customer-specific solutions enabled through ConnectKey software platform Xerox uniquely positioned to support large scope and scale required by the USDA Modernized operations Reduced spending Simplified infrastructure Freed-up vital IT resources Access to detailed analytics Improved security Benefits for the USDA

~1M SMB companies in our target markets $7B SMB Market Growth Enablers Channel Partners will Drive Xerox Growth in SMB MPS Market Differentiated Service Offerings Delivering Growth, Creating Value Market Size Served by Partners Potential Customers 75% of SMB market is served by indirect channels Unparalleled support for partners Only OEM with vertically integrated tools, technology, delivery and support Expanding channel programs MPS programs to include Office Equipment Dealer and IT / VAR channels Broad portfolio Addresses full spectrum of SMB needs Note: CAGRs reflect 2016E – 2019E growth. MPS = Managed Print Services; BPS = Basic Print Services; SMB = Small & Medium Business; OEM = Original Equipment Manufacturers; VAR = Value Added Reseller New A4 products BPS to MPS conversions Security features Source: IDC and Internal Xerox estimates for 2016

Xerox Equips Partners to Offer a Complete Service to SMB Customers

Help knowledge workers automate and simplify their personal and office work experience Help organizations automate and simplify key industry specialized business processes Help enterprises automate and simplify the flow of information into high volume business processes Personal & Office Productivity Solutions Broad Range of Workflow Solutions Workflow Automation is a $3B market expected to grow at 13% annually Note: CAGR reflects 2016E – 2019E growth. Assess and Optimize Secure and Integrate Online and offline content access across all devices Team collaboration tools (file sharing, edit tracking, real time work) Enabling ad-hoc workflows Automate and Simplify Managed Workflow Services Hardcopy and electronic capture Intelligent indexing, data extraction and processing Offsite large volume scanning Industry Workflow Solutions Vertical and horizontal process automation solutions Digitally transforming business processes Mobile and cloud enabled with process analytics Customer-Managed Xerox-Managed

Xerox is Well-Positioned to Grow in Document Outsourcing Attractive market with material growth opportunities Leading position in the market by a substantial margin Broadest portfolio of solutions, addressing the full set of customer and partner needs Next generation strategy to capitalize on digital transformation of businesses Large Enterprises1 Further enhance go-to-market Leverage global delivery capability Continue innovating best-in-class security and workflow solutions SMBs Recruit channel partners Broadest portfolio and MPS tool set Deploy business development programs Workflow Automation Develop market leading solutions to boost efficiency and reduce costs Expand professional services offering Grow Managed Workflow Solutions, including personal productivity, industry and horizontal solutions Key Focus Areas Segment Opportunity Strategy $11B / +1% $7B / +7% $3B / +13% 1 Includes $6B MPS market growing at 2% and $5B CPS market that is flat. Note: CAGR reflects 2016E – 2019E growth. MPS = Managed Print Services; SMB = Small & Medium Business

Financial Overview Leslie Varon

Strong global brand #1 share in key segments Global Market Leader Positioned for growth in DO, SMB, A4 and High-End color Largest ever product launch starting in 2017, supporting channel expansion Attractive Market Opportunities Xerox Investment Proposition Strong free cash flow1 Attractive return to shareholders Sustainable Shareholder Returns Annuity >75% of revenue Capital-light business model Strong Annuity-Driven Cash Flow Value creation driven by strong underlying cash flow generation, margin expansion and improving longer-term revenue trajectory Consistent, double digit operating margins1 $1.5B+ strategic transformation underway Disciplined Operator Note: DO = Document Outsourcing; SMB = Small & Medium Business 1 Operating Margin and Free Cash Flow: see Non-GAAP Financial Measures.

Global Leader with a Strong, Diverse Business Profile $11.5B Revenue 12.7% Operating Margin1 Financial Profile (FY’15) Annuity-Based Model >75% of revenue annuity-based Strategic Growth Mix 37% Strategic Growth Areas Offering Mix2 Document Outsourcing Entry (A4) Mid-Range (A3) High-End Production Geographic Mix Canada Europe US $1,055M Operating Cash Flow Developing Markets 2015 Fuji Xerox3 revenue $9.9B 1 Operating Margin: see Non-GAAP Financial Measures. 2 Excludes Other revenue. 3 Fuji Xerox operates in Japan, China, Australia, New Zealand, Vietnam and other areas of the Pacific Rim.

Strong Annuity Driven Business Model Signings and install growth drive MIF and market share Historic 5% equipment price declines comprehended/offset by productivity Page volumes – stable decline Increasing portion of revenues in Strategic Growth Areas will improve revenue trajectory Majority of supplies revenue in bundled contracts Revenue >75% annuity; predictable, recurring revenue 3-year Strategic Transformation program to deliver $1.5B+ in gross productivity savings, supports: Margin expansion Modest growth investments Annuity streams drive margin; equipment margin positive (outside Entry products) Transaction currency driven primarily by Yen/Euro/USD Profitability Operating Margin1 12%+ for past 3 years Strong, stable annuity revenue drives cash flow Strategic Transformation and modest growth investments drive improved profitability and cash flow Capital-light business model – CAPEX less than 2% revenue Restructuring and pension impacts moderate over time Cash Flow High visibility to Free Cash Flow1 Note: MIF = Machines in Field; CAPEX = Capital Expenditures (including Internal Use Software) 1 Operating Margin and Free Cash Flow: see Non-GAAP Financial Measures.

13.3% 12.7% 11.9% Transaction Currency 1.1 pts (0.1) pts (0.5) pts Historical Performance Revenue Operating Profit1 Free Cash Flow1 % Y-o-Y Decline at CC1 (3.7%) (4.6%) (3.9%) % Operating Margin1 Free Cash Flow1 % Net Income 113% 110% 116% Moderating revenue declines Strong dollar has pressured revenue Q4 cash flow seasonally stronger 2016 impacted by higher restructuring and separation payments Q4 operating margin1 seasonally stronger Expect 2016 operating margin1 to be 12% - 12.5% Translation Currency - pts (5) pts (2) pts 1 Operating Profit and Margin, Constant Currency (CC) and Free Cash Flow: see Non-GAAP Financial Measures. $M $M $M

2% Growing Portion of Revenues in Strategic Growth Areas Will Improve Revenue Trajectory Document Outsourcing focus areas Large Enterprise MPS+2% SMB MPS+7% Workflow Automation +13% Technology focus areas Production Color +5% (includes Inkjet growing at +10%) A4 MFPs +3% Shifted YOY +2 pts 2016 Performance - Sep YTD Growing Markets Positive Mix Shift Over Time DO Focus Areas Mature Areas Technology Focus Areas OEM Strategic Growth Areas: ~$4.2B, ~37% of revenue1 YOY growth at CC2 Expect ~3 pts of annual revenue shift to Strategic Growth Areas 1 FY 2015 strategic growth areas revenue. 2 Constant Currency (CC): see Non-GAAP Financial Measures. Note: CAGR reflects 2016E – 2019E growth. DO = Document Outsourcing; OEM = Original Equipment Manufacturer; MPS = Managed Print Services; SMB = Small & Medium Business; MFP = Multifunction Printer

Strategic Transformation Will Drive Profit Growth Post Sale & Managed Services SAG Equipment RD&E $1.5B+ cumulative gross productivity by 2018 Delivery (~$450M) Cost of Production (~$250M) Sales & Contracting (~$300M) G&A (~$300M) Supply Chain & Procurement (~$200M) Contracting Discipline Consolidating MPS delivery and Technical Service under one organizational structure Capturing supplier productivity and reducing manufacturing footprint Introducing new pricing optimization tools Reducing complexity / 30% reduction in management layers Integrating supply chain under one global function Key Productivity Levers ~$10B Addressable Cost Base Examples of Initiatives Note: There is approximately $300 to $350M in traditional ongoing productivity included in gross productivity. MPS = Managed Print Services

We Are Off To a Fast Start Actions to Transform Our Business Shifting primary organizational axis to geography (North America, International) Maintaining local customer focus while reducing matrix management Optimizing sales incentives and performance management Consolidating back-office support functions Rationalizing real estate portfolio Outsourcing consumables distribution to third party Combining equipment and parts warehouses Benchmarking supplier capabilities, competitiveness and re-bidding/re-contracting major spend categories De-layer organization and streamline back-office support Improve supply chain efficiency and reduce procurement spend Objective Supply Chain & Procurement Delivery Sales & Back Office Improve Field Service and Managed Print Services delivery and productivity Workflow automation to increase remote solve rates Optimizing field resource footprint and tools to ensure more productive on-site dispatches Leveraging existing near/right-shoring initiatives

Strategic Transformation Enables Operating Margin1 Expansion 1 Operating Margin: see Non-GAAP Financial Measures. Business as Usual Productivity Revenue/Price Declines

Investment Grade Capital Structure Illustrative Debt2 ($B) 2 Reflects use of proceeds from Conduent distribution and some cash on hand to repay $2B of debt ($1B term loan and $1B public bonds due Q1 2017). 2015 Actual 2016 Pro Forma Manage balance sheet to maintain an investment grade profile; optimal for business model which includes customer financing Majority of pro forma debt supports customer finance assets (at 7:1 leverage) Manageable schedule of debt maturities well matched to financing contract lengths Core leverage managed to maintain investment grade rating; incremental debt repayment planned Maintain a substantial liquidity position Generate significant free cash flow1 in support of capital deployment objectives Investment Grade Profile 1 Free Cash Flow: see Non-GAAP Financial Measures.

Attractive Captive Financing Business Customer Financing is a Business Strength 2016 Pro forma (in billions) Finance Assets Debt Financing $ 4.3 $ 3.8 Core - 1.5 Total Xerox $ 4.3 ~$ 5.3 Maintain 7:1 debt to equity leverage ratio on our finance assets Finance Assets and Debt Differentiates and enhances Xerox’s value proposition Facilitates customer acquisition of Xerox technology Generates profitable revenue Enables control of assets Focuses on disciplined credit processes to ensure low bad debt (<2% of finance receivables) Creates diverse customer, industry and geographic mix through global reach and broad product portfolio Pro forma assumes: Finance assets/debt as of Q3 2016 with financing debt calculated as 7/8ths of finance assets $2.0B core debt reduction coming from ~$1.8B Conduent distribution and $0.2B cash on hand Note: Pro forma debt reflects the transfer of Conduent capital lease obligations of $50M.

Strong and Sustainable Cash Flow Generation Profit expansion over time from margin expansion and improving revenue trajectory Transformation efficiencies provide modest benefit to working capital Near-term restructuring payments higher to facilitate strategic transformation / normalize after 2018 Pension contributions moderate after 2018 Separation payments substantially complete in 2017 Finance assets a modest source of cash CAPEX5 less than 2% of revenue Illustrative Cash Flow ($M) Cash Flow Drivers Pre-tax Income $924 Non-Cash Add-backs1 540 Restructuring Payments (79) Pension Payments (301) Working Capital, net2 (95) Change in Finance Assets3 33 Other4 33 Operating Cash Flow (OCF) $1,055 (−) CAPEX5 148 Free Cash Flow (FCF)6 $907 (based on 2015) Track record of strong cash generation driven by annuity business model 1 Non-Cash Add-backs include depreciation & amortization excluding equipment on operating lease, provisions, stock-based compensation, pension expense, restructuring charges and gain on sales of businesses and assets. 2 Working Capital, net includes accounts receivable, collections of deferred proceeds from sales of receivables, accrued compensation and accounts payable and inventory. 3 Includes equipment on operating leases and its related depreciation, finance receivables and collections on beneficial interest from sales of finance receivables. 4 Includes other current and long-term assets and liabilities, derivative assets and liabilities, other operating, net and taxes. 5 Capital Expenditures including Internal Use Software. 6 Free Cash Flow: see Non-GAAP Financial Measures.

Capital Allocation Priorities Leverage Committed to maintaining investment grade credit rating Return of Capital Initial dividend of $0.25 per share on an annualized basis Modest share repurchase (after 2017) based on relative returns evaluation Targeted Investments Continue capital-light business model with targeted CAPEX1 (less than 2% of revenue) Selectively pursue M&A in targeted growth areas to improve portfolio mix and drive profit expansion Target >50% of Free Cash Flow2 returned through dividends and share repurchases over time We will apply a disciplined return on investment approach when deploying our cash flow 1 Capital Expenditures including Internal Use Software. 2 Free Cash Flow: see Non-GAAP Financial Measures.

Xerox has a track record of attractive and increasing dividends 16% CAGR over last 4 years Xerox Dividend Policy Post-split dividend of 6.25 cents per share ($0.25 annualized) is anticipated beginning with the dividend payable April 2017 Expect future dividend increases driven by EPS and free cash flow1 growth Committed to a strong dividend policy supported by our annuity driven cash flow 1 Free Cash Flow: see Non-GAAP Financial Measures .

Note: Operating margin assumes neutral transaction currency in 2018 and 2019. Normalized operating cash flow assumes ~$100M restructuring payments and ~$250M pension contributions. 2018 2019+ 2017 Revenue Trajectory (at CC1) Improves driven by new products & Strategic Growth Areas acceleration In-line with 2016, equipment revenue begins to improve in 2H from product launches Future Performance Expectations Continued strong and expanding Modest expansion from 2016 Operating Margin1 Sustained improvement driven by new products and Strategic Growth Areas 1 Constant Currency (CC) and Operating Margin: see Non-GAAP Financial Measures. Operating Cash Flow Return to normalized operating cash flow of $900M+ by 2019

Strong global brand #1 share in key segments Global Market Leader Positioned for growth in DO, SMB, A4 and High-End color Largest ever product launch starting in 2017, supporting channel expansion Attractive Market Opportunities Xerox Investment Proposition Strong free cash flow1 Attractive return to shareholders Sustainable Shareholder Returns Annuity >75% of revenue Capital-light business model Strong Annuity-Driven Cash Flow Value creation driven by strong underlying cash flow generation, margin expansion and improving longer-term revenue trajectory Consistent, double digit operating margins1 $1.5B+ strategic transformation underway Disciplined Operator Note: DO = Document Outsourcing; SMB = Small & Medium Business 1 Operating Margin and Free Cash Flow: see Non-GAAP Financial Measures.

Q&A Session Jeff Jacobson Kevin Warren Mike Feldman Leslie Varon

The New Xerox – Well Positioned for the Future Attractive Business Model Laser Focus on Cost and Productivity Well Positioned to Capitalize on Areas of Growth Balanced Shareholder Return Significant market opportunity of ~$85B Bundled contracts model creates “stickiness” with >75% annuity revenue and strong cash flow Track record of strong cost / productivity discipline Accelerating productivity through $1.5B+ transformation program Clear plan to increasing participation in growing market segments Building a leading Market Platform through our largest ever product launch and enhancing and expanding our channel reach Committed to investment grade rating profile Strong free cash flow1 supports attractive dividend and shareholder returns We are assembling a high performing team with a blend of our strongest current operators, coupled with highly skilled external hires, driven to exceeding expectations 1 Free Cash Flow: see Non-GAAP Financial Measures.

Xerox: A New Beginning

Non-GAAP Financial Measures

“Operating Income/Margin”: We calculate and utilize operating income and margin earnings measures by adjusting our pre-tax income and margin amounts to include equity in net income of unconsolidated affiliates and exclude the items noted below: 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 service to the Company (e.g. retirees and ex-employees). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) amortized actuarial gains/losses and (iv) 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. Adjusted operating income/margin will continue to include the elements of our retirement costs related to current employee service (service cost and amortization of prior service cost) as well as the cost of our defined contribution plans. Restructuring and related costs: Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our Strategic Transformation program 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 Strategic Transformation program 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. Separation costs: Separation costs are expenses incurred in connection with Xerox's expected separation into two independent, publicly traded companies. Separation costs are primarily for third-party investment banking, accounting, legal, consulting and other similar types of services related to the separation transaction as well as costs associated with the operational separation of the two companies, such as those related to human resources, brand management, real estate and information management to the extent not capitalized. Separation costs also include the costs associated with bonuses and restricted stock grants awarded to employees for retention through the separation as well as incremental income tax expense related to the reorganization of legal entities and operations in order to effect the legal separation of the Company. These costs are incremental to normal operating charges and are being incurred solely as a result of the separation transaction. Accordingly, we are excluding these expenses from our adjusted earnings measures in order to evaluate our performance on a comparable basis. Other expense, net: Other expenses, net is primarily comprised of non-financing interest expense and also includes 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. As noted, Operating Income/Margin also includes equity in net income of unconsolidated affiliates. Equity in net income of affiliates primarily reflects our 25% share of Fuji Xerox net income. We include this amount in our measure of operating income and margin as Fuji Xerox is our primary intermediary to the Asia/Pacific market for the distribution of Xerox products and services. Non-GAAP Financial Measures

“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.” In 2016 we revised our calculation of the currency impact on revenue growth, or constant currency revenue growth, to include the currency impacts from the developing market countries (Latin America, Brazil, Middle East, India, Eurasia and Central-Eastern Europe), which had been previously excluded from the calculation. As a result of economic changes in these markets over the past few years, we currently manage our exchange risk in our developing market countries in a similar manner to the exchange risk in our developed market countries, and therefore, the exclusion of the developing market countries from the calculation of the currency effect is no longer warranted. 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 cash flows from continuing operations to exclude amounts for capital expenditures including internal use software. 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. It is also used to measure our yield on market capitalization. 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 slides. Non-GAAP Financial Measures

Non-GAAP Financial Measures Segment / Margin Pro Forma Reconciliation:         Year Ended Year Ended Year Ended Nine Months Ended December 31, 2013 December 31, 2014 December 31, 2015 September 30, 2016 (in millions) Revenue Profit Margin Revenue Profit Margin Revenue Profit Margin Revenue Profit Margin Document Technology Reported $ 8,908 $ 964 10.8% $ 8,358 $ 1,149 13.7% $ 7,365 $ 879 11.9% $ 5,017 $ 601 12.0% Adjustments: Document Outsourcing 3,318   377   3,366   396   3,265   411   2,423   300   Document Technology and Document Outsourcing $ 12,226 $ 1,341   11.0% $ 11,724 $ 1,545   13.2% $ 10,630 $ 1,290   12.1% $ 7,440 $ 901   12.1% Non-service retirement-related costs -   203   -   79   -   116   -   112   Adjusted Pro Forma Basis $ 12,226 $ 1,544   12.6% $ 11,724 $ 1,624   13.9% $ 10,630 $ 1,406   13.2% $ 7,440 $ 1,013   13.6% Year Ended Year Ended Year Ended December 31, 2010 December 31, 2011 December 31, 2012 (in millions) Revenue Profit Margin Revenue Profit Margin Revenue Profit Margin Document Technology Reported $ 10,349 $ 1,085 10.5% $ 10,259 $ 1,140 11.1% $ 9,462 $ 1,065 11.3%     Adjustment: Document Outsourcing 3,297 256 3,584 331 3,210   375         Document Technology and Document Outsourcing $ 13,646 $ 1,341 9.8% $ 13,843 $ 1,471 10.6% $ 12,672 $ 1,440   11.4%  

Non-GAAP Financial Measures Operating Income / Margin Reconciliation:   Year Ended Year Ended Nine Months Ended December 31, 2014 December 31, 2015 September 30, 2016 (in millions) Pre-tax Income Revenue Margin Pre-tax Income Revenue Margin Pre-tax Income Revenue Margin Reported(1) $ 1,090 $ 12,679 8.6% $ 924 $ 11,465 8.1% $ 348 $ 8,037 4.3% Adjustments: Non-service retirement-related costs 79 116 112   Restructuring and related costs - Xerox 106 27 172 Amortization of intangible assets 65 60 44 Separation costs - - 41         Equity in net income of unconsolidated affiliates 160 135 98     Other expenses, net 186     195     143         Adjusted Operating Income / Margin $ 1,686 $ 12,679 13.3% $ 1,457 $ 11,465 12.7% $ 958   $ 8,037   11.9%       _______________             (1) Xerox post separation pre-tax income and revenue from continuing operations.                    

Non-GAAP Financial Measures Free Cash Flow Year Ended Year Ended Nine Months Ended (in millions) December 31, 2014 December 31, 2015 September 30, 2016 Cash Flow from Operations(1) $ 1,291 $ 1,055 $ 545 Less: CAPEX (includes internal use software) (176) (148) (99) Free Cash Flow $ 1,115 $ 907 $ 446 _______________     (1) Xerox post separation cash flow from continuing operations.

Forward Looking Statement This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations, including with respect to the proposed separation of the Business Process Outsourcing ("BPO") business from the Document Technology and Document Outsourcing business, the expected timetable for completing the separation, the future financial and operating performance of each business, the strategic and competitive advantages of each business, future opportunities for each business and the expected amount of cost reductions that may be realized in the cost transformation program, and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to: changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the United States and in the foreign countries in which we do business; 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 our bids do not accurately estimate the resources and costs required to implement and service very complex, multi-year governmental and commercial contracts, often in advance of the final determination of the full scope and design of such contracts or as a result of the scope of such contracts being changed during the life of such contracts; the risk that subcontractors, software vendors and utility and network providers will not perform in a timely, quality manner; service interruptions; 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 and the relocation of our service delivery centers; the risk that individually identifiable information of customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems; the risk in the hiring and retention of qualified personnel; the risk that unexpected costs will be incurred; our ability to recover capital investments; the risk that our Services business could be adversely affected if we are unsuccessful in managing the start-up of new contracts; the collectability of our receivables for unbilled services associated with very large, multi-year contracts; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; our ability to expand equipment placements; interest rates, cost of borrowing and access to credit markets; the risk that our products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives; the outcome of litigation and regulatory proceedings to which we may be a party; the possibility that the proposed separation of the BPO business from the Document Technology and Document Outsourcing business will not be consummated within the anticipated time period or at all, including as the result of regulatory, market or other factors; the potential for disruption to our business in connection with the proposed separation; the potential that BPO and Document Technology and Document Outsourcing do not realize all of the expected benefits of the separation; 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 Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and our 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). Such factors also include, but are not limited to, the factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section and other sections of the Conduent Incorporated Form 10 Registration Statement, as amended, filed with the SEC. 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. The Xerox financial information provided in these slides are preliminary estimates of Xerox’s continuing operations financial results post the classification of Conduent Incorporated as a discontinued operation upon its separation as of December 31, 2016. See Exhibit 99.3 to this Form 8-K for a reconciliation of these amounts to Xerox reported results.

EX-99.3

Exhibit 99.3

The information provided in these supporting schedules are preliminary estimates of Xerox’s financial results from continuing operations excluding income taxes and equity income subsequent to the classification of Conduent Incorporated as a discontinued operation upon its separation expected to occur as of December 31, 2016. This preliminary information is not a complete or comprehensive statement of Xerox’s continuing operations financial results on a revised basis and the final financial presentation of results may differ from those provided herein due to the completion of our financial closing procedures, application of final adjustments and review by our independent auditor PricewaterhouseCoopers LLP. In addition, this information may also be impacted by other developments that may arise between now and the time the financial results are required to be finalized in connection with the filing of our Form 10-K for 2016, and those differences may be material. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. We do not expect to update, publicly or otherwise, the following preliminary results, other than through the release of actual results when finalized.

	Nine Months Ended September 30, 2016 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)		Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes		Xerox Corporation - Continuing Operations
Total Revenues	$	12,878	$	(4,894	)	$	53			(A)	$	8,037
Costs and Expenses
Cost of sales		1,988		—			(31	)		(A)		1,957
Cost of outsourcing, maintenance and rentals		6,839		(4,079	)		56			(A)		2,816
Related party cost of services		—		(28	)		28			(A)		—
Cost of financing		97		—			—					97
Research, development and engineering expenses		388		(25	)		—					363
Selling, administrative and general expenses		2,571		(517	)		2			(B)		2,056
Restructuring and related costs		229		(57	)		—					172
Amortization of intangible assets		244		(200	)		—					44
Separation costs		75		(34	)		—					41
Related Party Interest		—		(30	)		30			(C)		—
Other expenses, net		168		(10	)		(15	)		(D)		143
Total Costs and Expenses		12,599		(4,980	)		70					7,689
Income (Loss) before Income Taxes & Equity Income	$	279	$	86		$	(17	)			$	348

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amount primarily reflects adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

(D) Amount reflects adjustment for interest on $1.0 billion Senior Unsecured Term Facility that is required to be repaid upon separation.

1

	Three Months Ended March 31, 2016 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)			Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes		Xerox Corporation - Continuing Operations
Total Revenues	$	4,281		$	(1,685	)	$	19			(A)	$	2,615
Costs and Expenses
Cost of sales		624			—			(10	)		(A)		614
Cost of outsourcing, maintenance and rentals		2,344			(1,412	)		18			(A)		950
Related party cost of services		—			(9	)		9			(A)		—
Cost of financing		33			—			—					33
Research, development and engineering expenses		134			(10	)		2			(B)		126
Selling, administrative and general expenses		882			(183	)		2			(B)		701
Restructuring and related costs		126			(26	)		—					100
Amortization of intangible assets		89			(75	)		—					14
Separation costs		8			(3	)		—					5
Related Party Interest		—			(10	)		10			(C)		—
Other expenses, net		57			(11	)		(2	)		(D)		44
Total Costs and Expenses		4,297			(1,739	)		29					2,587
(Loss) Income before Income Taxes & Equity Income	$	(16	)	$	54		$	(10	)			$	28

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amounts primarily reflect adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

(D) Amount reflects adjustment for interest on $1.0 billion Senior Unsecured Term Facility that is required to be repaid upon separation.

	Three Months Ended June 30, 2016 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)		Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes	Xerox Corporation - Continuing Operations
Total Revenues	$	4,385	$	(1,613	)	$	21		(A)	$	2,793
Costs and Expenses
Cost of sales		707		—			(11	)	(A)		696
Cost of outsourcing, maintenance and rentals		2,279		(1,348	)		22		(A)		953
Related party cost of services		—		(10	)		10		(A)		—
Cost of financing		32		—			—				32
Research, development and engineering expenses		128		(8	)		(1	)	(B)		119
Selling, administrative and general expenses		862		(170	)		(1	)	(B)		691
Restructuring and related costs		71		(23	)		(1	)	(B)		47
Amortization of intangible assets		78		(62	)		—				16
Separation costs		28		(16	)		1		(B)		13
Related Party Interest		—		(10	)		10		(C)		—
Other expenses, net		55		—			(8	)	(D)		47
Total Costs and Expenses		4,240		(1,647	)		21				2,614
Income before Income Taxes & Equity Income	$	145	$	34		$	—			$	179

⁽¹⁾  Reflects financial information derived from Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amounts primarily reflect adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

(D) Amount reflects adjustment for interest on $1.0 billion Senior Unsecured Term Facility that is required to be repaid upon separation.

2

	Three Months Ended September 30, 2016 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)		Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes	Xerox Corporation - Continuing Operations
Total Revenues	$	4,212	$	(1,596	)	$	13		(A)	$	2,629
Costs and Expenses
Cost of sales		657		—			(10	)	(A)		647
Cost of outsourcing, maintenance and rentals		2,216		(1,319	)		16		(A)		913
Related party cost of services		—		(9	)		9		(A)		—
Cost of financing		32		—			—				32
Research, development and engineering expenses		126		(7	)		(1	)	(B)		118
Selling, administrative and general expenses		827		(164	)		1		(B)		664
Restructuring and related costs		32		(8	)		1		(B)		25
Amortization of intangible assets		77		(63	)		—				14
Separation costs		39		(15	)		(1	)	(B)		23
Related Party Interest		—		(10	)		10		(C)		—
Other expenses, net		56		1			(5	)	(D)		52
Total Costs and Expenses		4,062		(1,594	)		20				2,488
Income (Loss) before Income Taxes & Equity Income	$	150	$	(2	)	$	(7	)		$	141

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amounts primarily reflect adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

(D) Amount reflects adjustment for interest on $1.0 billion Senior Unsecured Term Facility that is required to be repaid upon separation.

	Year Ended December 31, 2015 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)		Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes		Xerox Corporation - Continuing Operations
Total Revenues	$	18,045	$	(6,662	)	$	82			(A)	$	11,465
Costs and Expenses
Cost of sales		2,961		—			(39	)		(A)		2,922
Cost of outsourcing, maintenance and rentals		9,691		(5,937	)		77			(A)		3,831
Related party cost of services		—		(40	)		40			(A)		—
Cost of financing		130		—			—					130
Research, development and engineering expenses		563		(52	)		—					511
Selling, administrative and general expenses		3,559		(699	)		5			(B)		2,865
Restructuring and related costs		186		(159	)		—					27
Amortization of intangible assets		310		(250	)		—					60
Related Party Interest		—		(61	)		61			(C)		—
Other expenses, net		233		(38	)		—					195
Total Costs and Expenses		17,633		(7,236	)		144					10,541
Income (Loss) before Income Taxes & Equity Income	$	412	$	574		$	(62	)			$	924

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amount primarily reflects adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

3

	Three Months Ended March 31, 2015 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)		Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes	Xerox Corporation - Continuing Operations
Total Revenues	$	4,469	$	(1,678	)	$	16		(A)	$	2,807
Costs and Expenses
Cost of sales		674		—			(10	)	(A)		664
Cost of outsourcing, maintenance and rentals		2,368		(1,411	)		19		(A)		976
Related party cost of services		—		(9	)		9		(A)		—
Cost of financing		33		—			—				33
Research, development and engineering expenses		141		(12	)		1		(B)		130
Selling, administrative and general expenses		915		(179	)		2		(B)		738
Restructuring and related costs		14		(3	)		—				11
Amortization of intangible assets		77		(61	)		—				16
Related Party Interest		—		(21	)		21		(C)		—
Other expenses, net		46		(2	)		—				44
Total Costs and Expenses		4,268		(1,698	)		42				2,612
Income (Loss) before Income Taxes & Equity Income	$	201	$	20		$	(26	)		$	195

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amounts primarily reflect adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

	Three Months Ended June 30, 2015 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)		Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes		Xerox Corporation - Continuing Operations
Total Revenues	$	4,590	$	(1,683	)	$	19			(A)	$	2,926
Costs and Expenses
Cost of sales		776		—			(10	)		(A)		766
Cost of outsourcing, maintenance and rentals		2,356		(1,422	)		20			(A)		954
Related party cost of services		—		(10	)		10			(A)		—
Cost of financing		32		—			—					32
Research, development and engineering expenses		142		(15	)		—					127
Selling, administrative and general expenses		906		(173	)		1			(B)		734
Restructuring and related costs		157		(148	)		—					9
Amortization of intangible assets		79		(64	)		—					15
Related Party Interest		—		(15	)		15			(C)		—
Other expenses, net		68		(8	)		—					60
Total Costs and Expenses		4,516		(1,855	)		36					2,697
Income (Loss) before Income Taxes & Equity Income	$	74	$	172		$	(17	)			$	229

⁽¹⁾  Reflects financial information derived from Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amount primarily reflects adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

4

	Three Months Ended September 30, 2015 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)			Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes		Xerox Corporation - Continuing Operations
Total Revenues	$	4,333		$	(1,571	)	$	24			(A)	$	2,786
Costs and Expenses
Cost of sales		721			—			(9	)		(A)		712
Cost of outsourcing, maintenance and rentals		2,592			(1,672	)		17			(A)		937
Related party cost of services		—			(10	)		10			(A)		—
Cost of financing		33			—			—					33
Research, development and engineering expenses		135			(12	)		3			(B)		126
Selling, administrative and general expenses		855			(170	)		(7	)		(B)		678
Restructuring and related costs		20			(9	)		—					11
Amortization of intangible assets		77			(62	)		—					15
Related Party Interest		—			(14	)		14			(C)		—
Other expenses, net		73			(12	)		—					61
Total Costs and Expenses		4,506			(1,961	)		28					2,573
(Loss) Income before Income Taxes & Equity Income	$	(173	)	$	390		$	(4	)			$	213

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amounts primarily reflect adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

	Three Months Ended December 31, 2015 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)			Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes		Xerox Corporation - Continuing Operations
Total Revenues	$	4,653		$	(1,730	)	$	23			(A)	$	2,946
Costs and Expenses
Cost of sales		790			—			(10	)		(A)		780
Cost of outsourcing, maintenance and rentals		2,375			(1,432	)		21			(A)		964
Related party cost of services		—			(11	)		11			(A)		—
Cost of financing		32			—			—					32
Research, development and engineering expenses		145			(13	)		(4	)		(B)		128
Selling, administrative and general expenses		883			(177	)		9			(B)		715
Restructuring and related costs		(5	)		1			—					(4	)
Amortization of intangible assets		77			(63	)		—					14
Related Party Interest		—			(11	)		11			(C)		—
Other expenses, net		46			(16	)		—					30
Total Costs and Expenses		4,343			(1,722	)		38					2,659
Income (Loss) before Income Taxes & Equity Income	$	310		$	(8	)	$	(15	)			$	287

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amounts primarily reflect adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

5

	Year Ended December 31, 2014 (Unaudited)
(in millions)	Historical Xerox Corporation (As Reported)		Discontinued Operation - Conduent, Incorporated(1)			Adjustments			Notes		Xerox Corporation - Continuing Operations
Total Revenues	$	19,540	$	(6,938	)	$	77			(A)	$	12,679
Costs and Expenses
Cost of sales		3,269		—			(42	)		(A)		3,227
Cost of outsourcing, maintenance and rentals		9,885		(5,758	)		75			(A)		4,202
Related party cost of services		—		(42	)		42			(A)		—
Cost of financing		140		—			—					140
Research, development and engineering expenses		577		(46	)		—					531
Selling, administrative and general expenses		3,788		(659	)		4			(B)		3,133
Restructuring and related costs		128		(21	)		(1	)		(B)		106
Amortization of intangible assets		315		(250	)		—					65
Related Party Interest		—		(107	)		107			(C)		—
Other expenses, net		232		(45	)		(2	)		(B)		185
Total Costs and Expenses		18,334		(6,928	)		183					11,589
Income (Loss) before Income Taxes & Equity Income	$	1,206	$	(10	)	$	(106	)			$	1,090

⁽¹⁾  Reflects financial information included in Conduent Form 10 financial statements, as amended, and Conduent Form 10-Q for third quarter 2016.

(A) Amounts reflect adjustments related to intercompany revenues and purchases.

(B) Amount primarily reflects adjustments related to corporate costs as well as rounding adjustments.

(C) Amount reflects adjustment for related-party interest.

6

	Nine Months Ended September 30,			Year Ended December 31,
(Unaudited, in millions)	2016			2015			2014
Cash Flows from Operating Activities:
Net income	$	378		$	492		$	1,036
Adjustments required to reconcile net income to cash flows from operating activities:
Loss (gain) from discontinued operations, net of tax		14			351			(26	)
Depreciation and amortization		426			590			639
Provision for receivables		39			54			50
Provision for inventory		21			30			26
Net gain on sales of businesses and assets		(19	)		(43	)		(49	)
Undistributed equity in net income of unconsolidated affiliates		(64	)		(79	)		(91	)
Stock-based compensation		31			27			63
Restructuring and asset impairment charges		154			27			107
Payments for restructurings		(83	)		(79	)		(110	)
Defined benefit pension cost		108			141			74
Contributions to defined benefit pension plans		(102	)		(301	)		(269	)
Increase in accounts receivable and billed portion of finance receivables		(173	)		(128	)		(392	)
Collections of deferred proceeds from sales of receivables		191			259			434
Increase in inventories		(104	)		(101	)		(22	)
Increase in equipment on operating leases		(204	)		(291	)		(283	)
Decrease (increase) in finance receivables		138			(8	)		(10	)
Collections on beneficial interest from sales of finance receivables		20			46			79
Decrease in other current and long-term assets		29			15			9
(Decrease) increase in accounts payable and accrued compensation		(236	)		(125	)		54
Decrease in other current and long-term liabilities		(56	)		(45	)		(121	)
Net change in income tax assets and liabilities		(173	)		271			183
Net change in derivative assets and liabilities		—			(37	)		(14	)
Other operating, net		210			(11	)		(76	)
Net cash provided by operating activities of continuing operations		545			1,055			1,291
CAPEX (including internal use software)		(99	)		(148	)		(176	)
Free Cash Flow	$	446		$	907		$	1,115

7