Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.83M
2: EX-10.(A)(3) EX-10.(A)(3) Xerox Corporation Officer Severance HTML 71K
Program
3: EX-10.(E)(27) EX-10.(E)(27) 2020 Mip HTML 40K
4: EX-10.(F)( 9) EX-10.(F)( 9) Form of Retention Award HTML 60K
5: EX-10.(F)(10) EX-10.(F)(10) 2 Year Ratable Rsu Agreement HTML 77K
6: EX-10.(F)(11) EX-10.(F)(11) 3 Year Ratable Rsu Agreement HTML 77K
7: EX-10.(F)(14) EX-10.(F)(14) 2021 Mip HTML 41K
8: EX-10.(F)(15) EX-10.(F)(15) 2021 Eltip HTML 44K
9: EX-21 EX-21 Subsidiaries of Registrant HTML 75K
10: EX-23.(A) EX-23.(A) Xerox Holdings Corporation - Consent of HTML 41K
Pricewaterhousecoopers
11: EX-23.(B) EX-23.(B) Xerox Corporation - Consent of HTML 41K
Pricewaterhousecoopers
12: EX-31.(A)(1) Ex-31.A(1) Xerox Holdings Corporation CEO HTML 45K
Certification
13: EX-31.(A)(2) EX-31.(A)(2) Xerox Corporation CEO Certification HTML 45K
14: EX-31.(B)(1) EX-31.(B)(1) Xerox Holdings Corporation CFO HTML 45K
Certification
15: EX-31.(B)(2) EX-31.(B)(2) Xerox Corporation CFO Certification HTML 45K
16: EX-32.(A) EX-32.(A) Xerox Holdings Corporation Sox HTML 43K
Certification
17: EX-32.(B) EX-32.(B) Xerox Corporation Sox Certification HTML 43K
24: R1 Cover Page HTML 112K
25: R2 Consolidated Statements of Income HTML 178K
26: R3 Consolidated Statements of Comprehensive Income HTML 93K
27: R4 Consolidated Balance Sheets HTML 189K
28: R5 Consolidated Balance Sheets (Parenthetical) HTML 50K
29: R6 Consolidated Statements of Cash Flows HTML 198K
30: R7 Consolidated Statements of Cash Flows HTML 43K
(Parenthetical)
31: R8 Consolidated Statements of Shareholders' Equity HTML 175K
32: R9 Consolidated Statements of Shareholders' Equity HTML 65K
(Parenthetical)
33: R10 Basis of Presentation and Summary of Significant HTML 125K
Accounting Policies
34: R11 Revenue HTML 90K
35: R12 Segment and Geographic Area Reporting HTML 66K
36: R13 Lessor HTML 116K
37: R14 Acquisitions HTML 57K
38: R15 Divestitures HTML 83K
39: R16 Accounts Receivable, Net HTML 285K
40: R17 Finance Receivables, Net HTML 285K
41: R18 Inventories and Equipment on Operating Leases, Net HTML 67K
42: R19 Land, Buildings, Equipment and Software, Net HTML 60K
43: R20 Lessee HTML 137K
44: R21 Investment in Affiliates, at Equity HTML 102K
45: R22 Goodwill and Intangible Assets, Net HTML 76K
46: R23 Restructuring Programs HTML 104K
47: R24 Supplementary Financial Information HTML 143K
48: R25 Debt HTML 163K
49: R26 Financial Instruments HTML 119K
50: R27 Fair Value of Financial Assets and Liabilities HTML 78K
51: R28 Employee Benefit Plans HTML 561K
52: R29 Income and Other Taxes HTML 163K
53: R30 Contingencies and Litigation HTML 86K
54: R31 Preferred Stock HTML 45K
55: R32 Shareholders' Equity HTML 65K
56: R33 Stock-Based Compensation HTML 171K
57: R34 Other Comprehensive Income (Loss) HTML 109K
58: R35 Earnings per Share HTML 96K
59: R36 Schedule II Valuation and Qualifying Accounts HTML 150K
60: R37 Basis of Presentation and Summary of Significant HTML 207K
Accounting Policies (Policies)
61: R38 Revenue (Tables) HTML 85K
62: R39 Segment and Geographic Area Reporting (Tables) HTML 61K
63: R40 Lessor - (Tables) HTML 88K
64: R41 Acquisitions (Tables) HTML 52K
65: R42 Divestitures (Tables) HTML 82K
66: R43 Accounts Receivable, Net (Tables) HTML 67K
67: R44 Finance Receivables, Net (Tables) HTML 256K
68: R45 Inventories and Equipment on Operating Leases, Net HTML 82K
(Tables)
69: R46 Land, Buildings, Equipment and Software, Net HTML 58K
(Tables)
70: R47 Lessee (Tables) HTML 95K
71: R48 Investment in Affiliates, at Equity (Tables) HTML 102K
72: R49 Goodwill and Intangible Assets, Net (Tables) HTML 78K
73: R50 Restructuring Programs (Tables) HTML 106K
74: R51 Supplementary Financial Information (Tables) HTML 149K
75: R52 Debt (Tables) HTML 156K
76: R53 Financial Instruments (Tables) HTML 117K
77: R54 Fair Value of Financial Assets and Liabilities HTML 79K
(Tables)
78: R55 Employee Benefit Plans (Tables) HTML 568K
79: R56 Income and Other Taxes (Tables) HTML 163K
80: R57 Contingencies and Litigation (Tables) HTML 50K
81: R58 Shareholders' Equity (Tables) HTML 64K
82: R59 Stock-Based Compensation (Tables) HTML 174K
83: R60 Other Comprehensive Income (Loss) (Tables) HTML 111K
84: R61 Earnings per Share (Tables) HTML 95K
85: R62 Basis of Presentation and Summary of Significant HTML 114K
Accounting Policies - Narrative (Details)
86: R63 Revenue - Disaggregation of Revenue (Details) HTML 76K
87: R64 Revenue - Additional Information (Details) HTML 57K
88: R65 Revenue - Contract Costs (Details) HTML 44K
89: R66 Segment and Geographic Area Reporting - Revenue HTML 60K
and Long-lived Assets by Geography (Details)
90: R67 Lessor - Components of Lease Income (Details) HTML 67K
91: R68 Acquisitions (Details) HTML 74K
92: R69 Acquisitions - Schedule of Acquisitions (Details) HTML 70K
93: R70 Divestitures - Narrative (Details) HTML 72K
94: R71 Divestitures - Discontinued Operation - Income HTML 79K
Statement (Details)
95: R72 Accounts Receivable, Net (Details) HTML 76K
96: R73 Finance Receivables, Net - Finance Receivables and HTML 76K
Maturities (Details)
97: R74 Finance Receivables, Net - Allowance for Credit HTML 78K
Losses (Details)
98: R75 Finance Receivables, Net - Finance Receivables HTML 138K
Credit Quality Indicators (Details)
99: R76 Finance Receivables, Net - Finance Receivables HTML 105K
Aging Schedule (Details)
100: R77 Finance Receivables, Net - Secured Borrowings and HTML 52K
Collateral (Details)
101: R78 Inventories and Equipment on Operating Leases, Net HTML 86K
(Details)
102: R79 Inventories and Equipment on Operating Leases, Net HTML 48K
- Equipment on Operating Leases and Accumulated
Depreciation (Details)
103: R80 Land, Buildings, Equipment and Software, Net HTML 85K
(Details)
104: R81 Land, Buildings, Equipment and Software, Net - HTML 46K
Internal Use Software (Details)
105: R82 Lessee - Additional Information (Details) HTML 51K
106: R83 Lessee - Components of Lease Expense (Details) HTML 51K
107: R84 Lessee - Operating Lease ROU Asset, Net and HTML 55K
Operating Lease Liabilities (Details)
108: R85 Lessee - Supplemental Information Related to HTML 50K
Operating Leases (Details)
109: R86 Lessee - Maturities and Additional Information HTML 60K
Related to Operating Lease Liabilities (Details)
110: R87 Investment in Affiliates, at Equity (Details) HTML 62K
111: R88 Investment in Affiliates, at Equity - Condensed HTML 121K
Financial Data for Fuji Xerox Unconsolidated
Affiliate (Details)
112: R89 Investment in Affiliates, at Equity - Investment HTML 45K
in Affiliate Exchange Rates (Details)
113: R90 Investment in Affiliates, at Equity - Other HTML 58K
Transactions with Fuji Xerox (Details)
114: R91 Goodwill and Intangible Assets, Net - Goodwill HTML 54K
(Details)
115: R92 Goodwill and Intangible Assets, Net - Intangible HTML 82K
Assets by Major Class (Details)
116: R93 Restructuring Programs (Details) HTML 81K
117: R94 Restructuring Programs - Restructuring and Related HTML 58K
Costs (Details)
118: R95 Supplementary Financial Information (Details) HTML 235K
119: R96 Debt - Short-term Debt (Details) HTML 48K
120: R97 Debt - Long-term Debt (Details) HTML 162K
121: R98 Debt - Senior Notes (Details) HTML 98K
122: R99 Debt - Credit Facility (Details) HTML 82K
123: R100 Debt - Secured Borrowings and Collateral (Details) HTML 115K
124: R101 Debt - Interest (Details) HTML 49K
125: R102 Financial Instruments - Fair Value Hedges HTML 61K
(Details)
126: R103 Financial Instruments - Foreign Exchange Risk HTML 102K
Management (Details)
127: R104 Financial Instruments - Summary of Derivative HTML 74K
Instruments Fair Value (Details)
128: R105 Financial Instruments - Summary of Derivative HTML 75K
Instruments Gain (Losses) (Details)
129: R106 Fair Value of Financial Assets and Liabilities - HTML 59K
Recurring (Details)
130: R107 Fair Value of Financial Assets and Liabilities - HTML 65K
Nonrecurring (Details)
131: R108 Employee Benefit Plans (Details) HTML 150K
132: R109 Employee Benefit Plans - Accumulated Benefit HTML 102K
Obligation in Excess of Plan Assets (Details)
133: R110 Employee Benefit Plans - Total Recognized in Net HTML 127K
Periodic Benefit Cost and Other Comprehensive
Income (Details)
134: R111 Employee Benefit Plans - Plan Amendments (Details) HTML 70K
135: R112 Employee Benefit Plans - Defined Benefit Plans HTML 231K
Assets Measured at Fair Value (Details)
136: R113 Employee Benefit Plans - Defined Benefit Plans HTML 87K
Measured Using Significant Unobservable Inputs
Level 3 (Details)
137: R114 Employee Benefit Plans - Investment Strategy HTML 65K
(Details)
138: R115 Employee Benefit Plans - Contributions and HTML 119K
Assumptions (Details)
139: R116 Income and Other Taxes (Details) HTML 49K
140: R117 Income and Other Taxes - Income Tax Expense HTML 60K
(Benefit), Current Deferred, by Jurisdiction
(Details)
141: R118 Income and Other Taxes - Reconciliation of HTML 71K
Statutory Tax Rate to Effective Tax Rate (Details)
142: R119 Income and Other Taxes - Allocation of Income Tax HTML 65K
Expense Benefit (Details)
143: R120 Income and Other Taxes - Unrecognized Tax Benefits HTML 61K
Rollforward (Details)
144: R121 Income and Other Taxes - Deferred Tax Asset and HTML 111K
Liability (Details)
145: R122 Contingencies and Litigation - Brazil HTML 52K
Contingencies (Details)
146: R123 Contingencies and Litigation - Narrative (Details) HTML 55K
147: R124 Preferred Stock (Details) HTML 75K
148: R125 Shareholders' Equity - Equity Stocks Information HTML 52K
(Details)
149: R126 Shareholders' Equity - Treasury Stock (Details) HTML 55K
150: R127 Shareholders' Equity - Common Stock and Treasury HTML 68K
Stock Period Activity (Details)
151: R128 Stock-Based Compensation - Narrative (Details) HTML 109K
152: R129 Stock-Based Compensation - Measurement Inputs HTML 66K
(Details)
153: R130 Stock-Based Compensation - Payouts (Details) HTML 70K
154: R131 Stock-Based Compensation - Activity (Details) HTML 126K
155: R132 Other Comprehensive Income (Loss) (Details) HTML 130K
156: R133 Other Comprehensive Income (Loss) - AOCL (Details) HTML 59K
157: R134 Earnings per Share - Reconciliation (Details) HTML 116K
158: R135 Earnings per Share - Anti-Dilutive Securities HTML 51K
(Details)
159: R136 Earnings per Share - Dividends per Common Share HTML 43K
(Details)
160: R137 Schedule II Valuation and Qualifying Accounts HTML 73K
(Details)
162: XML IDEA XML File -- Filing Summary XML 295K
23: XML XBRL Instance -- xrx-20201231_htm XML 10.29M
161: EXCEL IDEA Workbook of Financial Reports XLSX 279K
19: EX-101.CAL XBRL Calculations -- xrx-20201231_cal XML 570K
20: EX-101.DEF XBRL Definitions -- xrx-20201231_def XML 2.28M
21: EX-101.LAB XBRL Labels -- xrx-20201231_lab XML 4.31M
22: EX-101.PRE XBRL Presentations -- xrx-20201231_pre XML 2.72M
18: EX-101.SCH XBRL Schema -- xrx-20201231 XSD 445K
163: JSON XBRL Instance as JSON Data -- MetaLinks 909± 1.34M
164: ZIP XBRL Zipped Folder -- 0001770450-21-000013-xbrl Zip 1.40M
‘EX-10.(F)( 9)’ — EX-10.(F)( 9) Form of Retention Award
XEROX HOLDNGS CORPORATION PERFORMANCE INCENTIVE PLAN
1.Required Acknowledgment.
The
purpose of this document is to describe the terms and conditions of a Xerox Leadership Retention Award (an “Award”) that may be granted to an eligible employee under the Xerox Holdings Corporation Performance Incentive Plan (the “Plan”) by the Compensation Committee of the Board of Directors of the Company (the “Committee”) or its authorized delegate, as applicable.
Individuals who are identified as potentially eligible to receive an Award must read and accept these terms and conditions, through an acknowledgment process established by the Company, prior to any Award being granted. If such an individual receives an Award, their acknowledgment of these terms and conditions serves as the award agreement with respect to their Award.
Terms used herein that are defined in the Plan or in this
document shall have the meanings assigned to them in the Plan or this document, respectively.
2.No Guarantee of Award.
Acknowledgment of the terms and conditions in this document does not entitle any individual to receive an Award. Awards shall be granted solely at the discretion of the Committee or its authorized delegate, as applicable, in accordance with the terms of the Plan.
3.Notification and Payment of an Award.
If and when an Award is granted, the Award recipient’s manager will notify the recipient of the Award and the amount and approximate payment date
of the Award. Managers do not have discretion to alter or waive the terms and conditions stated in this document or the provisions of the Plan.
Awards are payable in cash, delivered through the Award recipient’s payroll, net of any applicable withholding.
4.Purpose of Award; Repayment Obligation and Company’s Right to Recover Repayment from Wages or Other Amounts Due.
The purpose of an Award is to discourage the Award recipient from voluntarily terminating his or her employment prior to the end of the Retention Period. The “Retention Period” ends on December 31, 2021.
If
an Award recipient voluntarily terminates employment with the Employer (including via retirement), or is involuntarily terminated for Cause (as defined below), prior to the end of the Retention Period, the recipient must promptly repay to the Company the full amount of the Award. Furthermore, the Company, in its discretion, may deduct such repayment amount from the Award recipient’s final paycheck or from any other wages or other amounts owed to the Award recipient, to the extent permitted by law, or to pursue collection of the repayment amount through any legal means.
By acknowledging these terms and conditions and then receiving payment of an Award, an Award recipient agrees and authorizes Xerox to deduct and withhold from wages or any other amounts payable, the entire Award in the event of voluntarily termination of employment (including retirement), or involuntary termination for Cause,
prior to December 31, 2021, and such acknowledgment serves as the Award recipient’s written authorization for such deduction under applicable law.
For purposes of an Award described in this document, a voluntary termination of employment includes an Award recipient’s retirement but does not include an Award recipient’s disability, death, or involuntary termination by the Employer without Cause. A termination is due to disability if the Award recipient has received maximum coverage under an Employer-provided short-term disability plan.
Xerox Internal Use Only Page 1
“Cause”
means (i) a violation of any of the rules, policies, procedures or guidelines of the Employer, including but not limited to the Company’s Business Ethics Policy and the Proprietary Information and Conflict of Interest Agreement (ii) any conduct which qualifies for “immediate discharge” under the Employer’s Human Resource Policies as in effect from time to time (iii) rendering services to a firm which engages, or engaging directly or indirectly, in any business that is competitive with the Employer, or represents a conflict of interest with the interests of the Employer; (iv) conviction of, or entering a guilty plea with respect to, a crime whether or not connected with the Employer; or (v) any other conduct determined to be injurious, detrimental or prejudicial to any interest of the Employer.
5.Award Recipient’s Responsibility for Taxes.
Each Award recipient bears the ultimate responsibility for the recipient’s income taxes, the recipient’s portion of social security and other payroll taxes, and any other taxes related to the recipient’s participation in the Plan and acknowledges that the recipient’s ultimate tax responsibility may exceed the amount actually withheld by the Company or the Employer.
6.Nature of Award.
Each individual identified as potentially eligible to receive an Award acknowledges that—
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time in a manner consistent with Section
13 of the Plan regarding Plan amendment and termination;
(b) receipt of an Award is a special, one-time event and does not create any contractual or other right to receive any future Awards;
(c) an Award recipient’s participation in the Plan does not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Employee’s employment relationship at any time, including prior to the end of the Retention Period; neither the receipt of an Award nor an Award recipient’s participation in the Plan shall be interpreted to form an employment contract with the Employer;
(d) an Award recipient, by acknowledging the terms and conditions in this document and accepting payment of an Award if granted, is voluntarily participating in the Plan;
(e) an
Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Award recipient’s employment contract, if any;
(f) the granting of an Award is not intended to replace any pension rights or other compensation;
(g) an Award is not part of an Award recipient’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Employer; and
(h) in consideration of the grant of an Award, no claim or entitlement to
compensation or damages shall arise from forfeiture of the Award, including, but not limited to, forfeiture resulting from an Award recipient’s voluntary termination of employment with the Employer (including retirement), or involuntary termination for Cause, prior to the end of the Retention Period, and an Award recipient shall irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Award recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.
7.No Advice Regarding Award.
Neither the Company nor the Employer provides any tax, legal or financial advice, nor does the Company or Employer make any recommendations regarding an Award recipient’s participation
in the
Xerox Internal Use Only Page 2
Plan. Award recipients are hereby advised to consult with their own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
8.Amendment of This Document.
With the consent of the Employee, the Committee or its authorized delegate, as applicable, may amend this document in a manner not inconsistent with the Plan.
9.Non-Engagement
in Detrimental Activity Against the Company.
If an Award recipient is determined by the Committee or its authorized delegate, as applicable, in its or their sole discretion, to have engaged in detrimental activity against the Company, any Award granted to such recipient shall be cancelled and be of no further force or effect and any payment of an Award within six months prior to such detrimental activity may be rescinded. In the event of any such rescission, the Employee shall repay to the Company the amount of the Award.
“Detrimental activity” may include:
(a)violating terms of a non-compete agreement with the Company, if any;
(b)disclosing confidential or proprietary business information of the Company to any person or
entity including but not limited to a competitor, vendor or customer without appropriate authorization from the Company;*
(c)materially violating any rules, policies, procedures or guidelines of the Company;
(d)directly or indirectly soliciting any employee of the Company to terminate employment with the Company;
(e)directly or indirectly soliciting or accepting business from any customer or potential customer or encouraging any customer, potential customer or supplier of the Company, to reduce the level of business it does with the Company; and
(f)engaging in
any other conduct or act that is determined to be injurious, detrimental or prejudicial to any interest of the Company.
* Notwithstanding the above, the Company does not in any manner restrict an Award recipient from reporting possible violations of federal, state or local laws or regulations to any governmental agency or entity. Similarly, the Company does not in any manner restrict an Award recipient from participating in any proceeding or investigation by a federal, state or local government agency or entity responsible for enforcing such laws. An Award recipient is not required to notify the Company that he or she has made such report or disclosure, or of his or her participation in an agency investigation or proceeding.
10.Interpretation.
The
Committee or its authorized delegate, as applicable, shall have the authority to interpret the Plan and the terms and conditions in this document and to take whatever administrative actions, including correction of administrative errors in any Award, as the Committee or its authorized delegate, as applicable, in its sole good faith judgment shall determine to be advisable. All decisions, interpretations and administrative actions made by the Committee or its authorized delegate, as applicable, hereunder or under the Plan shall be binding and conclusive on the Company and Award recipients. In the event there is inconsistency between this document and the Plan, the provisions of the Plan shall govern.
Xerox Internal Use Only Page 3
11.Language.
If an Award recipient has received this document or any other materials related to an Award or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
12.Electronic Delivery and Acceptance.
The Company will deliver any documents related to current or future participation in the Plan by electronic means. An Award recipient consents to receive such documents by electronic delivery, and agrees to participate in the Plan and be bound by the terms and conditions of an Award, through an on-line or electronic system. Electronic acknowledgment of the terms
and conditions of this document and the Plan is required prior to the grant of any Award.
13.Governing Law and Venue.
The validity, construction and effect of the Plan and any Award granted thereunder shall be determined in accordance with the laws of the state of New York and applicable Federal law.
Awards are granted and/or administered in the United States. For purposes of litigating any dispute that arises with respect to an Award or the Plan, all Award recipients submit to and consent to the jurisdiction of the state of New York, agree that such litigation shall be conducted in the courts of Monroe County, New York, or the federal courts for the United States for the Western District
of New York.
FOR RESIDENTS OF CALIFORNIA, NEW YORK, NORTH CAROLINA AND OTHER APPLICABLE JURISDICTIONS: An award recipient’s entitlement to an Award is expressly conditioned on the recipient’s continued employment with the Employer through the end of the Retention Period; the payment of an Award is an advance payment of a compensation that is not considered earned by the Award recipient until the end of Retention Period.
14.Separability.
In case any provision in this document or any Award with respect hereto shall become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
15.Imposition
of Other Requirements.
The Committee or its authorized delegate, as applicable, reserves the right to impose other requirements on an Award recipient’s participation in the Plan or on Awards granted under the Plan, to the extent the Committee or its authorized delegate, as applicable, determines necessary or advisable to comply with local law or facilitate the administration of the Plan, and to require an Award recipient to acknowledge or sign any additional documents or undertakings that may be necessary to accomplish the foregoing.
Xerox Internal Use Only Page 4
Dates Referenced Herein and Documents Incorporated by Reference
