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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): January 26,
2023
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XEROX HOLDINGS CORPORATION |
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XEROX CORPORATION |
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(Exact Name of Registrant as specified in its
charter) |
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New York |
001-39013 |
83-3933743 |
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New York |
001-04471 |
16-0468020 |
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(State or other jurisdiction of incorporation or
organization) |
(Commission File Number) |
(IRS Employer
Identification No.) |
201 Merritt 7
Norwalk, Connecticut
06851-1056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(203) 849-5216
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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):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
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Securities
registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Xerox Holdings Corporation Common Stock, $1 par value |
XRX |
Nasdaq Global Select Market |
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Securities registered pursuant to Section 12(g) of the
Act: |
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None |
Indicate by check mark whether the Registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Xerox Holdings
Corporation Xerox
Corporation
Emerging growth company
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Emerging
growth company
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If an emerging growth company, indicate by check mark if the
Registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Xerox Holdings Corporation
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Xerox
Corporation
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Item 2.02. Results of Operations and Financial
Condition.
On January 26, 2023, Registrants released their combined
fourth quarter 2022 earnings and are furnishing to the Securities
and Exchange Commission ("SEC") a copy of the earnings press
release as Exhibit 99.1 to this Report under Item 2.02 of Form
8-K.
Exhibit 99.1 to this Report contains certain financial measures
that are considered “non-GAAP financial measures” as defined in the
SEC rules. Exhibit 99.1 to this Report also contains the
reconciliation of these non-GAAP financial measures to their most
directly comparable financial measures calculated and presented in
accordance with generally accepted accounting principles, as well
as the reasons why Registrants' management believes that
presentation of the non-GAAP financial measures provides useful
information to investors regarding Registrants' results of
operations and, to the extent material, a statement disclosing any
other additional purposes for which Registrants' management uses
the non-GAAP financial measures.
The information contained in Item 2.02 of this Report and in
Exhibit 99.1 to this Report shall not be deemed “filed” with the
Commission for purposes of Section 18 of the Exchange Act of
1934, as amended, or otherwise subject to the liability of that
section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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Registrants' fourth quarter 2022 earnings press release dated
January 26, 2023 |
Forward-Looking Statements
This filing and other written or oral statements made from time to
time by management contain “forward looking statements” as defined
in the Private Securities Litigation Reform Act of 1995. The words
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”,
“should”, “targeting”, “projecting”, “driving” and similar
expressions, as they relate to us, our performance and/or our
technology, are intended to identify forward-looking statements.
These statements reflect management’s current beliefs, assumptions
and expectations and are subject to a number of factors that may
cause actual results to differ materially.
Such factors include but are not limited to: the effects of
pandemics, such as the COVID-19 pandemic, on our and our customers'
businesses and the duration and extent to which this will impact
our future results of operations and overall financial performance;
our ability to address our business challenges in order to reverse
revenue declines, reduce costs and increase productivity so that we
can invest in and grow our business; our ability to successfully
develop new products, technologies and service offerings and to
protect our intellectual property rights; reliance on third
parties, including subcontractors, for manufacturing of products
and provision of services and the shared service arrangements
entered into by us as part of Project Own It; our ability to
attract and retain key personnel; the severity and persistence of
global supply chain disruptions and inflation; the risk that
confidential and/or individually identifiable information of ours,
our customers, clients and employees could be inadvertently
disclosed or disclosed as a result of a breach of our security
systems due to cyberattacks or other intentional acts or that
cyberattacks could result in a shutdown of our systems; the risk
that partners, subcontractors and software vendors will not perform
in a timely, quality manner; actions of competitors and our ability
to promptly and effectively react to changing technologies and
customer expectations; our ability to obtain adequate pricing for
our products and services and to maintain and improve cost
efficiency of operations, including savings from restructuring and
transformation actions; our ability to manage changes in the
printing environment like the decline in the volume of printed
pages and extension of equipment placements; changes in economic
and political conditions, trade protection measures, licensing
requirements and tax laws in the United States and in the foreign
countries in which we do business; the 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;
interest rates, cost of borrowing and access to credit markets; the
imposition of new or incremental trade protection measures such as
tariffs and import or export restrictions; funding requirements
associated with our employee pension and retiree health benefit
plans; changes in foreign currency exchange rates; the risk that
our operations and products may not comply with applicable
worldwide regulatory requirements, particularly environmental
regulations and directives and anti-corruption laws; the outcome of
litigation and regulatory proceedings to which we may be a party;
and any impacts resulting from the restructuring of our
relationship with Fujifilm Holdings Corporation. Additional risks
that may affect Xerox’s operations and other factors are set forth
in the “Risk Factors” section, the “Legal Proceedings” section, the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section and other sections of Xerox Holdings
Corporation's and Xerox Corporation’s combined 2021 Annual Report
on Form 10-K and combined Quarterly Reports on Form 10-Q, as well
as in Xerox Holdings Corporation’s and Xerox Corporation’s Current
Reports on Form 8-K filed with the Securities and Exchange
Commission.
These forward-looking statements speak only as of the date of this
filing or as of the date to which they refer, and Xerox assumes no
obligation to update any forward-looking statements as a result of
new information or future events or developments, except as
required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized. The
signatures for each undersigned shall be deemed to relate only to
matters having reference to such company and its
subsidiaries.
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XEROX HOLDINGS CORPORATION
(Registrant)
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By: |
/S/ MIRLANDA
GECAJ
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Mirlanda Gecaj
Vice President and
Chief Accounting Officer
(Principal Accounting Officer) |
Date: January 26, 2023
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XEROX CORPORATION
(Registrant)
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By: |
/S/ MIRLANDA
GECAJ
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Mirlanda Gecaj
Vice President and
Chief Accounting Officer
(Principal Accounting Officer) |
Date: January 26, 2023
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Registrants' fourth quarter 2022 earnings press release dated
January 26, 2023 |
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101 |
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Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document. |
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104 |
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The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL. |
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