UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

XEROX HOLDINGS CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY COPY—SUBJECT TO COMPLETION—DATED MARCH 10, 2020

Dear Shareholders:

You are cordially invited to attend a special meeting of shareholders of Xerox Holdings Corporation (“Xerox”), to be held at [●], local time, on [●], 2020, at [●] in [●]. We look forward to meeting our shareholders who are able to attend.

At the meeting, we will vote on each of the proposals set forth in the Notice of Special Meeting of Shareholders and the accompanying proxy statement, as well as address any other business matters that may properly come before the meeting.

The purpose of the meeting is to take actions relating to our proposed acquisition of HP Inc. We cannot complete an acquisition of HP Inc. unless Xerox shareholders approve the share issuance and the amendment to the Xerox restated certificate of incorporation described in the enclosed proxy statement. Your support is therefore crucial.

Enclosed with this invitation are the Notice of Special Meeting of Shareholders, the proxy statement and a proxy card. Your vote at this meeting is important. Whether or not you plan to attend the meeting, I hope you will vote as soon as possible. You will find voting instructions in the proxy statement and on the proxy card.

Thank you for your continued support of Xerox.

Giovanni (“John”) Visentin

Vice Chairman and Chief Executive Officer

The accompanying proxy statement is dated [●], 2020 and is first being mailed to shareholders on or about [●], 2020.

Notice of Special Meeting of Shareholders

You are cordially invited to attend a special meeting of shareholders of Xerox Holdings Corporation, to be held at [●] in [●], on [●], 2020, at [●], local time. Your board of directors and management look forward to greeting those shareholders who are able to attend.

Shareholders will be asked to:

Shareholders will also be asked to consider such other business as may properly come before the special meeting.

Voting:

You are eligible to vote if you were a shareholder of record at the close of business on [●], 2020.

Ensure that your shares are represented at the special meeting by voting in one of several ways:

		Go to the website listed on your proxy card to vote VIA THE INTERNET.
		Call the telephone number specified on your proxy card to vote BY TELEPHONE.
		Sign, date and return the enclosed proxy card in the postage-paid envelope provided to vote BY MAIL.
		Attend the meeting to vote IN PERSON (please see pages 2-5 of the proxy statement for additional information regarding admission to the special meeting and how to vote your shares).

Please submit your proxy as soon as possible to ensure that your shares are represented, even if you plan to attend the special meeting. Voting now will not limit your right to change your vote or to attend the special meeting.

If you have any questions or require assistance in voting your shares, you should call D.F. King & Co., Inc. at (866) 721-1324 (toll free) or (212) 269-5550 (collect) or Harkins Kovler, LLC, at (800) 257-3995 (toll free) or (212) 468-5380 (collect).

By order of the board of directors,

Douglas H. Marshall

Corporate Secretary

Norwalk, Connecticut

March [●], 2020

PRELIMINARY COPY—SUBJECT TO COMPLETION—DATED MARCH 10, 2020

PROXY STATEMENT

OF

XEROX HOLDINGS CORPORATION

This proxy statement is furnished to the holders of shares of common stock, par value $1.00 per share, which we refer to as Xerox common stock, and the holders of shares of preferred stock, par value $1.00 per share, which we refer to as Xerox Series A preferred stock and, together with Xerox common stock which we refer to, collectively, as Xerox stock, of Xerox Holdings Corporation, a New York corporation, which we refer to as Xerox, in connection with the solicitation of proxies by the management of Xerox to be voted at a special meeting of shareholders on [●], 2020, at [●], local time, at [●] in [●] and any adjournments or postponements thereof, which we refer to as the special meeting. In this document, the words “Xerox,” “we,” “our,” “ours” and “us” refer only to Xerox Holdings Corporation and not to any other person or entity.

Xerox shareholders will be asked at the special meeting to consider and vote upon the following matters:

On November 5, 2019, Xerox made a proposal to acquire all of the outstanding shares of HP common stock for per share consideration of $22.00, consisting of $17.00 in cash and 0.137 shares of Xerox common stock. On February 10, 2020, Xerox increased its offer to $24.00 per share, consisting of $18.40 in cash and 0.149 Xerox shares based on Xerox’s closing share price of $37.68 on February 6, 2020. On March 2, 2020, Xerox, through its wholly owned subsidiary, XHC Acquisition Corp. (which we refer to as Purchaser), commenced an exchange offer (which we refer to as the offer), through an offer to exchange (including the related letter of election and transmittal) (as amended, modified and supplemented, which we refer to as the offer to exchange), which is enclosed with the registration statement on Form S-4 (Registration Number 333-236827; which we refer to as the Xerox S-4) filed with the U.S. Securities and Exchange Commission (which we refer to as the SEC) on March 2, 2020, pursuant to which it is offering to exchange, for each issued and outstanding share of common stock, par value $0.01 per share, of HP (which we refer to as the HP common stock), at the election of the holder: (1) the Standard Election Consideration specified on the cover page of the offer to exchange; (2) the Cash Election Consideration specified on the cover page of the offer to exchange; or (3) the Stock Election Consideration specified on the cover page of the offer to exchange, subject in each case to the election and proration procedures described in the offer to exchange and in the related letter of election and transmittal. The purpose of the offer is for Xerox to acquire all of the outstanding shares of common stock of HP in order to combine the businesses of Xerox and HP. Xerox intends, promptly after consummation of the offer, to cause HP to merge with Purchaser, after which HP would be a direct or indirect, wholly owned subsidiary of Xerox. Please see the sections in this proxy statement titled “Background of the Offer” and “The Offer” for a more detailed discussion of the proposed acquisition of HP.

Xerox is soliciting proxies from Xerox shareholders to be voted at the special meeting pursuant to this proxy statement in order to be able to issue the shares of Xerox common stock (which we refer to as the Xerox common shares) to HP stockholders in connection with a combination with HP. Shareholder approval of the share issuance and the authorized share amendment is a condition to our completing an acquisition of HP (including on a

negotiated basis). Each of the share issuance and the authorized share amendment will become effective only if it is approved by Xerox shareholders and if the HP common stock is acquired by Xerox through a tender offer followed by a second-step merger, a merger transaction or otherwise.

The members of the board of directors of Xerox (which we refer to as the Xerox Board) other than directors Keith Cozza and Nicholas Graziano (who we refer to as the Icahn Designees), who we refer to as the Independent Directors, have unanimously determined that each of the share issuance, the authorized share amendment and the adjournment proposal is in the best interests of Xerox and its shareholders. The Independent Directors unanimously recommend that you vote “FOR” the share issuance proposal, “FOR” the authorized share proposal and “FOR” the adjournment proposal.

We are providing you with this proxy statement and related materials in connection with the solicitation of proxies by our management. This proxy statement and the accompanying proxy card are expected to be mailed to the shareholders of record as of [●], 2020, commencing on or about [●], 2020.

All properly executed written proxies, and all properly completed proxies submitted by mail, facsimile or telephone or via the Internet, which are delivered pursuant to, and which appoint Giovanni (“John”) Visentin and Louis J. Pastor, as proxies in accordance with, this solicitation will be voted at the special meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the special meeting.

Your vote is very important. Whether or not you plan to attend the special meeting, please take time to vote by completing and mailing your proxy card or by following the voting instructions provided to you if you own your shares through a broker or other intermediary. If you do not receive such instructions, you may request them from that broker or other intermediary.

ADDITIONAL INFORMATION

As permitted under the rules of the SEC, this proxy statement incorporates important business and financial information that is contained in documents filed with the SEC that are not included in or delivered with this proxy statement. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. See “Where You Can Find More Information” beginning on page 74.

You may also obtain copies of these documents, at no cost, by contacting Xerox at the following address or telephone number:

Xerox Holdings Corporation

201 Merritt 7

Norwalk, CT 06851-1056

(203) 968-3000

or our proxy solicitors, D.F. King & Co., Inc., which we refer to as D.F. King, and Harkins Kovler, LLC, which we refer to as Harkins Kovler, at the following addresses or telephone numbers:

Please complete, sign, date and return your proxy card today.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING. In addition to delivering printed versions of this proxy statement and the proxy card to all shareholders by mail, this proxy statement and the proxy card are also available on the Internet. You have the ability to access and print this proxy statement and the proxy card at [●].

In addition, this proxy statement and the proxy card are also available at our website at [www.xerox.com/investor] or through the electronic data system called EDGAR that is hosted by the SEC, at www.sec.gov.

Table Of Contents

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IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING

The following are some of the questions you, as a shareholder of Xerox, may have and answers to those questions. The information in this section is not meant to be a substitute for the information contained in the remainder of this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained in this proxy statement. We urge you to read this proxy statement in its entirety prior to making any decision as to how you will vote your Xerox shares on the matters to be considered at the special meeting.

The special meeting

A special meeting of shareholders of Xerox will be held beginning at [●] at [●] in [●], on [●], 2020.

What is the purpose of the special meeting?

At the special meeting, shareholders will consider and vote on the following matters:

Shareholder approval of the share issuance and the authorized share amendment is a condition to our completing an acquisition of HP (including on a negotiated basis). Each of the share issuance and the authorized share amendment will become effective only if it is approved by Xerox shareholders and if the HP common stock is acquired by Xerox, through a tender offer followed by a second-step merger, a merger transaction or otherwise.

Who is entitled to vote?

Owners of Xerox common stock and owners of Xerox Series A preferred stock as of the close of business on [●], 2020, the record date for the purpose of determining holders of Xerox stock entitled to receive notice of and to vote at the special meeting (including any postponements or adjournments of the special meeting) (which we refer to as the record date) are entitled to vote, together as a single class, at the special meeting. The shares owned include shares you held on that date (1) directly in your name as the shareholder of record and/or (2) in the name of a broker, bank or other holder of record where the shares were held for you as the beneficial owner.

Each holder of Xerox common stock is entitled to one vote for each share of Xerox common stock registered in his or her name as of the close of business on the record date. Each holder of Xerox Series A preferred stock is entitled to a number of votes equal to the product of (i) the aggregate number of shares of Xerox common stock into which the shares of Xerox Series A preferred stock registered in his or her name as of the close of business on the record date convert in accordance with Xerox’s certificate of incorporation, divided by (ii) ten, rounded down to the nearest whole number.

As of [●], 2020, [●] shares of Xerox common stock and 180,000 shares of Xerox Series A preferred stock were issued and outstanding and entitled to be voted at the special meeting (including any postponements or adjournments of the special meeting).

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What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare Inc. (which we refer to as Computershare), you are considered, with respect to those shares, a “shareholder of record.” In this case, this proxy statement, the notice of special meeting and the proxy card have been sent directly to you by us.

If your shares are held in a stock brokerage account or by a bank or other nominee of record, you are considered the “beneficial owner” of shares held in “street name.” As a result, this proxy statement, the notice of special meeting and the proxy card have been forwarded to you by your broker, bank or other nominee of record who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet.

How do I vote?

Registered shareholders can vote in any one of four ways:

If you use your proxy to vote by Internet, telephone or mail, you authorize each of the two persons, whose names are listed on the proxy card accompanying this proxy statement, to act as your proxies to represent you and vote your shares as you direct.

Beneficial owners will receive enclosed with this proxy statement, voting instructions from the bank, broker or other nominee of record where the shares are held that must be followed in order for their shares to be voted. Beneficial owners should follow the instructions from their bank, broker or other nominee of record in order for their shares to be voted. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated on your voting instruction form. If you hold your shares through a broker, bank or other nominee, you must obtain a “legal proxy” from your broker, bank or other nominee to vote in person at the special meeting.

What is a proxy?

It is your legal designation of another person to vote on matters transacted at the special meeting based upon Xerox stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card.

How will my share be voted if I give my proxy?

On the proxy card, you can indicate how you want your proxy to vote your Xerox shares, or you can let your proxy decide for you by signing and returning the proxy card without indicating a voting preference for the proposals. If you have specified on the proxy card how you want to vote on the proposals (by marking, as applicable, “FOR” or “AGAINST”), then your proxy must vote your Xerox shares accordingly.

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If you submit your proxy card or voting instruction form but do not indicate how you want to vote, your shares will be voted “FOR” each of the proposals.

Your proxies will vote in their discretion on any other matter that properly comes before the special meeting.

If my Xerox shares are held in a brokerage account or in “street name” will my broker or other intermediary vote them for me?

If you own your Xerox shares through a bank, trust company, securities broker or other intermediary, you will receive instructions from your intermediary on how to instruct them to vote your Xerox shares, including by completing a voting instruction form and returning it in the enclosed postage-paid envelope, or providing instructions by telephone or fax or through the Internet, as indicated on your voting instruction form. If you do not receive such instructions, you may contact your intermediary to request them. In accordance with the rules of the New York Stock Exchange (which we refer to as the NYSE), intermediaries who hold Xerox shares in street-name for customers may not exercise their voting discretion with respect to the proposal. Accordingly, if you do not provide your intermediary with instructions on how to vote your street name shares, your intermediary will not be permitted to vote them at the special meeting. For additional information, see below under “What is a broker non-vote and how will it affect the voting?”

May I change or revoke my vote after I return my proxy card?

Yes. You may change or revoke your proxy at any time before it is exercised at the special meeting by submitting a later dated proxy card or voting instruction form, by a later telephone or online vote, by notifying the Secretary of Xerox in writing that you have revoked your proxy or by attending the special meeting and either giving notice of revocation or voting in person.

If your shares are held in “street name” (i.e., held of record by a broker, bank or other nominee) and you wish to revoke a proxy, you should contact your bank, broker or other nominee and follow its procedures for changing your voting instructions. You also may vote in person at the special meeting if you obtain a power of “proxy” from your bank, broker or other nominee.

How does the Xerox Board recommend that I vote?

The Xerox Board (other than directors Keith Cozza and Nicholas Graziano, who we refer to as the Icahn Designees), who we refer to as the Independent Directors, unanimously recommend that you vote:

Why is shareholder approval of the issuance of Xerox common shares required?

Xerox is seeking to acquire all of HP’s common stock. On March 2, 2020, Xerox, through its wholly owned subsidiary, XHC Acquisition Corp. (which we refer to as Purchaser), commenced an exchange offer (which we refer to as the offer), through an offer to exchange (including the related letter of election and transmittal) (as amended, modified and supplemented, which we refer to as the offer to exchange), which is enclosed with the Xerox S-4, pursuant to which it is offering to exchange, for each issued and outstanding share of the HP common stock, at the election of the holder: (1) the Standard Election Consideration specified on the cover page of the offer to exchange; (2) the Cash Election Consideration specified on the cover page of the offer to exchange; or

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(3) the Stock Election Consideration specified on the cover page of the offer to exchange, subject in each case to the election and proration procedures described in the offer to exchange and in the related letter of election and transmittal. Xerox intends, promptly after consummation of the offer, to cause HP to merge with Purchaser, after which HP would be a direct or indirect, wholly owned subsidiary of Xerox.

The rules of the NYSE require that Xerox shareholders approve any issuance of Xerox common shares or securities convertible into or exercisable for Xerox common shares in connection with the acquisition of stock or assets of another company where, due to the present or potential issuance of Xerox common shares or securities convertible into or exercisable for Xerox common shares, (1) the shares to be issued will have voting power equal to or in excess of 20% of the voting power outstanding before such issuance or (2) the number of Xerox common shares to be issued will be equal to or in excess of 20% of the number of Xerox common shares outstanding before such issuance, and also prior to any issuance of common stock in any transaction or series of related transactions, to (i) a director, officer or substantial security holder of the company (each of which is a related party), (ii) a subsidiary, affiliate or other closely-related person of a related party or (iii) any company or entity in which a Related Party has a substantial direct or indirect interest, if the number of shares of common stock to be issued exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance.

If the share issuance is approved by Xerox shareholders, Xerox reserves the right to issue Xerox common shares in connection with an acquisition of HP, whether through a tender offer followed by a second-step merger, a merger transaction or otherwise. Other than with respect to the proposals, Xerox shareholders are not being asked to vote on the structure or form of, and Xerox shareholder approval is not required with respect to, the proposed acquisition of HP.

What is the effect of shareholder approval and consummation of the acquisition of HP?

Xerox estimates that, upon consummation of the offer and the acquisition of HP, former HP stockholders will hold, in the aggregate, approximately 49% of the Xerox common shares on a diluted basis. For a more detailed discussion of the assumptions on which these estimates are based, please see the section entitled “The Offer — Ownership of Xerox After the Offer.”

Are Xerox shareholders able to exercise dissent and appraisal rights with respect to the matters being voted upon at the Xerox special meeting?

No. Xerox shareholders will not be entitled to exercise dissent and appraisal rights with respect to any matter to be voted upon at the special meeting.

Will I have preemptive rights in connection with the share issuance?

No. Xerox shareholders will not be entitled to any preemptive rights in connection with the issuance of Xerox common shares in connection with an acquisition of HP.

How will my vote affect Xerox’s offer for HP?

We cannot complete an acquisition of HP on the terms set forth in the offer unless Xerox shareholders approve the share issuance and the authorized share amendment. Shareholder approval of the share issuance and the authorized share amendment is a condition to the offer and would be a condition to our completing any acquisition of HP (including on a negotiated basis).

How will my proxy be voted?

If you properly complete, sign and return your proxy card or voting instruction form, your shares will be voted as you specify. However, if you sign and return your proxy card or voting instruction form but do not specify a vote with respect to the proposals, your proxy will follow the Xerox Board’s recommendations.

How can I attend the special meeting?

Registered shareholders may be admitted to the special meeting upon providing picture identification. If you own shares in street name, please bring your most recent brokerage statement, along with government-issued picture

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identification, to the special meeting. We will use your brokerage statement to verify your ownership of common stock and admit you to the special meeting.

All shareholders of record on the record date may attend the special meeting. In order to be admitted to the special meeting, please obtain an admission ticket in advance and bring a form of personal photo identification, such as a driver’s license.

To obtain an admission ticket:

If you are a registered shareholder:

If you are a beneficial owner:

You can find directions to the meeting online at [●]. If you have any further questions regarding admission or directions to the special meeting, please call Shareholder Services at (203) 849-2315.

What happens if the transaction with HP is not consummated?

If a combination with HP and Xerox is not consummated, then neither the authorized share amendment nor the share issuance will go into effect.

How many shares are required to be present to hold the special meeting?

A quorum is necessary to hold a valid meeting of shareholders. The presence at the special meeting, in person or by proxy, of holders representing a majority of the votes of shares entitled to vote thereat shall constitute a quorum. If a quorum is not present at the special meeting, the shareholders of Xerox will not be able to take action on any of the proposals at the special meeting; provided that the special meeting may be adjourned as described below.

As of [●], there were [●] shares of Xerox common stock and 180,000 shares of Xerox Series A preferred stock outstanding. If you vote — including by Internet, telephone or proxy card — your shares will be counted towards the quorum for the special meeting. Abstentions are counted as present for the purpose of determining a quorum.

If there is no quorum, the shareholders present may adjourn the special meeting to another time and place, and it shall not be necessary to give any notice of such adjourned meeting if the time and place to which the special meeting is adjourned are announced at the special meeting. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the special meeting. If after the adjournment, the Xerox Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder on the new record date entitled to notice under the by-laws of Xerox. If the adjournment proposal is approved, the special meeting may also be adjourned to solicit additional proxies if there are not sufficient votes to approve the share issuance or the authorized share amendment at the special meeting.

How many votes are required to approve each proposal?

Authorized Share Proposal. Under the Business Corporation Law of the State of New York, the affirmative vote of a majority of all outstanding shares entitled to vote thereon will be required for the approval of the amendment of the Xerox restated certificate of incorporation to increase the number of authorized shares of Xerox common stock.

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Share Issuance Proposal and Adjournment Proposal. The affirmative vote of a majority of the votes cast in favor of such action at the special meeting will be required for approval of the share issuance proposal and the adjournment proposal.

Abstentions, broker non-votes and failures to vote are not considered votes cast and therefore have no effect on the outcome of the vote on the proposals (provided that a quorum is present), with the exception of the proposal to approve the amendment of the Xerox restated certificate of incorporation. For this proposal, abstentions, broker non-votes and failures to vote will have the effect of a vote “against” a proposal.

If you hold your Xerox shares through a bank, broker or other nominee of record, such intermediary may not be able to vote your shares without your specific instruction. For additional information, see below under “What is a broker non-vote and how will it affect voting?”

At present, the Xerox Board does not intend to present any other matters at this meeting and knows of no matters other than these to be presented for shareholder action at the special meeting. If any other matters properly come before the special meeting, the persons named in the accompanying proxy card intend to vote the proxies in accordance with their best judgment and in their discretion to the extent permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act).

What is a broker non-vote and how will it affect the voting?

A broker non-vote occurs when a broker, bank or other nominee of record submits a proxy for the special meeting, but does not vote on a particular proposal because it has not received voting instructions from the beneficial owner and it does not otherwise have discretion to vote the uninstructed shares. Under the NYSE rules that govern brokers who are voting with respect to shares held in street name, brokers only have the discretion to vote those shares for which it has not received voting instructions on “routine” matters, but not on “non-routine” matters. If you do not instruct your broker on how to vote your shares with respect to all three proposals, your broker will not be able to cast a vote on these proposals. Accordingly, we urge you to give instructions to your bank or broker or other nominee of record as to how you wish your shares to be voted so you may vote on these important matters.

Who will count the vote? Is my vote confidential?

A representative of Computershare will act as Inspector of Elections, supervise the voting, decide the validity of proxies and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

When will the voting results be disclosed?

We will publicly disclose voting results of the special meeting within four business days after the special meeting in a Current Report on Form 8-K.

How are proxies solicited?

In addition to the solicitation of proxies by mail, we also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and reimburse such person for the cost of forwarding the material. We have engaged D.F. King and Harkins Kovler to handle the distribution of soliciting material to, and the collection of proxies from, such entities. We will pay D.F. King and Harkins Kovler a fee estimated not to exceed $[●], plus reimbursement of out-of-pocket expenses, for this service. We bear the cost of all proxy solicitation.

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the next Annual Meeting of Shareholders?

The deadlines for shareholder submission of proposals, director nominations and other business for the 2020 Annual Meeting of Shareholders have already passed.

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How can I contact the Xerox Board?

Under our Corporate Governance Guidelines, shareholders and other interested parties may contact the non-management members of the Xerox Board by contacting the Chairman of the Corporate Governance Committee using the “Contact the Board” link posted on Xerox’s website at www.xerox.com/governance.

What if multiple shareholders have the same address?

Where multiple shareholders reside in the same household, we will deliver a single copy of the proxy materials, along with separate proxy cards to multiple shareholders who reside in the same household unless we have received contrary instructions. If you share a household with another registered shareholder and would like to receive separate copies of our proxy materials, you may request a change in delivery preferences. For registered shareholders, you may contact our transfer agent at (800)-828-6396 or write them at Computershare, P.O. Box 30170, College Station, TX 77842-3170. For beneficial owners, you may call the bank, broker or other nominee where your shares are held in street name or call (800) 542-1061.

Please see the section entitled “Householding of Proxy Materials” for additional information on the relevant delivery requirements under the SEC’s rules.

How may I get copies of the proxy materials?

Copies of the proxy statement have been distributed to shareholders. Additional paper copies are available at no cost upon request made to Xerox Corporation, 201 Merritt 7, Norwalk, CT 06851-1056, Attention: Corporate Secretary, or by contacting our proxy solicitors, D.F. King, by mail at 48 Wall Street, 22^nd Floor, New York, New York 10005, or by telephone at (866) 721-1324 (toll free) or (212) 269-5550 (collect); or Harkins Kovler, by mail at 3 Columbus Circle, 15th Floor, New York, New York 10019, or by telephone at (800) 257-3995 (toll free) or (212) 468-5380 (collect). You may request paper copies of the materials until one year after the date of the special meeting.

The proxy statement is also available on the Xerox’s website at www.xerox.com/investor or www.edocumentview.com/XRX.

Registered shareholders can also elect to receive future distributions of our proxy statements, annual reports to shareholders and proxy cards by electronic delivery at www.computershare.com/investor. Beneficial owners can sign up for electronic delivery at http://enroll.icsdelivery.com/xrx or by checking the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service. Opting to receive future proxy materials electronically by email will provide Xerox cost savings relating to printing and postage and reduce the environmental impact of delivering documents to you.

Is there a list of shareholders entitled to vote at the special meeting?

A list of registered shareholders, certified by the secretary of the transfer agent, entitled to vote at the special meeting will be produced at the special meeting upon request thereat or prior thereto. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

Whom should I contact if I have additional questions concerning the proxy statement or the proxy card?

If you have any questions concerning the information contained in this proxy statement or require assistance completing the proxy card, you should contact our proxy solicitors, D.F. King, by mail at 48 Wall Street, 22nd Floor, New York, New York 10005, or by telephone at (866) 721-1324 (toll free) or (212) 269-5550 (collect); or Harkins Kovler, by mail at 3 Columbus Circle, 15th Floor, New York, New York 10019, or by telephone at (800) 257-3995 (toll free) or (212) 468-5380 (collect).

Where can I find more information about the companies?

You can find more information about Xerox and HP from various sources described in the section entitled “Where You Can Find More Information.”

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SUMMARY

The following is a summary of information contained elsewhere in this proxy statement. This summary is provided for convenience only and should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing or referred to elsewhere in this proxy statement, including the Annexes and Schedules and documents included or incorporated by reference in this proxy statement.

Information About the Companies (see page 41)

Xerox

Xerox is a workplace technology company, building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and physical platforms, we deliver a seamless, secure and sustainable experience. Whether inventing the copier, the Ethernet, the laser printer or more, Xerox has long defined the modern work experience and continues to do so with investments in artificial intelligence (AI), sensors and services for Internet of Things (IoT), digital packaging, 3-D printing and Clean Technologies (cleantech).

On July 31, 2019, Xerox Corporation completed a reorganization of its corporate structure into a holding company structure. Pursuant to the reorganization, Xerox Corporation became a direct, wholly-owned subsidiary of Xerox. Additional information regarding the reorganization is in the section of this proxy statement titled “Information about the Companies — Xerox”.

Xerox’s principal executive offices are located at P.O. Box 4505, 201 Merritt 7, Norwalk, Connecticut 06851-1056, and its telephone number at that location is (203) 968-3000.

Additional information about Xerox is contained in our public filings, which are incorporated by reference herein. See the section in this proxy statement entitled “Where You Can Find More Information.”

Purchaser

Purchaser is a Delaware corporation incorporated on January 31, 2020, with principal executive offices at P.O. Box 4505, 201 Merritt 7, Norwalk, Connecticut 06851-1056. The telephone number of Purchaser’s principal executive offices is (203) 968-3000. Purchaser is a wholly owned subsidiary of Xerox that was formed to facilitate the proposed transaction with HP. Purchaser has engaged in no activities to date and has no material assets or liabilities of any kind, in each case other than those incidental to its formation and its activities and obligations in connection with the offer.

HP

HP is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses and large enterprises, including customers in the government, health and education sectors.

HP was incorporated in 1947 under the laws of the state of California as the successor to a partnership founded in 1939 by William R. Hewlett and David Packard. Effective in May 1998, HP changed its state of incorporation from California to Delaware. HP’s principal executive offices are located at 1501 Page Mill Road, Palo Alto, California, and its telephone number at that location is (650) 857-1501.

Additional information about HP is contained in HP’s public filings, which are incorporated by reference herein. See the section in this proxy statement entitled “Where You Can Find More Information.”

The Special Meeting (see page 25)

The special meeting will be held at [●], local time, on [●], 2020, at [●] in [●]. Shareholders will be asked to consider and vote on the following matters:

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Each holder of Xerox common stock is entitled to one vote for each share of Xerox common stock registered in his or her name as of the close of business on the record date. Each holder of Xerox Series A preferred stock is entitled to a number of votes equal to the product of (i) the aggregate number of shares of Xerox common stock into which the shares of Xerox Series A preferred stock registered in his or her name as of the close of business on the record date convert in accordance with Xerox’s certificate of incorporation, divided by (ii) ten, rounded down to the nearest whole number.

Recommendation of the Xerox Board (see page 3)

The Independent Directors unanimously recommend that you vote:

Reasons for the Offer (see page 29)

We believe that a combined Xerox and HP, which we refer to as the combined company, will have a number of strategic benefits. See the section entitled “The Offer — Reasons for the Offer” for more information on these benefits.

Regulatory Approvals (see page 34)

In addition to the approvals and clearances described in the Competition Laws Condition described in the section entitled “The Offer”, the offer and the second-step merger may also be subject to review by government authorities and other regulatory agencies, including in jurisdictions outside the United States. Xerox intends to identify such authorities and jurisdictions as soon as practicable and to file promptly thereafter all notifications that it determines are necessary or advisable under the applicable laws, rules and regulations of the respective identified authorities, agencies and jurisdictions for the consummation of the offer and/or the second-step merger and to file all post-completion notifications that it determines are necessary or advisable as soon as possible after the offer and the second-step merger have been consummated.

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FORWARD-LOOKING STATEMENTS

Certain statements and assumptions in this proxy statement, in the documents incorporated by reference, 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, including statements regarding Xerox’s proposed acquisition of HP, any benefits and synergies related thereto and future opportunities for the combined company, 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:

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Additional risks that may affect Xerox’s operations and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of Xerox Corporation’s and Xerox’s 2019 Annual Report on Form 10-K, as well as in Xerox Corporation’s and Xerox’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. These forward-looking statements speak only as of the date of this communication 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.

See also the section of this proxy statement titled “Risk Factors.”

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RISK FACTORS

In addition to the other information included or incorporated by reference in this proxy statement (including the matters addressed under Forward-Looking Statements above), before deciding whether to vote to approve each of the proposals, you should carefully consider the following risk factors and the other risk factors specific to each of the Xerox and HP businesses that will also affect Xerox after the acquisition of HP is completed, described in Part I, Item 1A of Xerox’s and Xerox Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020, which we refer to as the Xerox 10-K, and HP’s Annual Report on Form 10-K for the year ended October 31, 2019 filed with the SEC on December 12, 2019, which we refer to as the HP 10-K, and the other documents that have been filed with the SEC and which are incorporated by reference into this proxy statement. If any of the risks described below or in the reports incorporated by reference into this proxy statement actually occurs, the respective businesses, financial results, financial conditions, operating results or share prices of Xerox or HP could be materially adversely affected.

Risk Factors Relating to the Share Issuance

Xerox shareholders will have a reduced ownership and voting interest after an acquisition of HP and may exercise less influence over management.

Upon the completion of an acquisition of HP, a Xerox shareholder will hold a percentage ownership of Xerox that is smaller than such shareholder’s current percentage ownership of Xerox as it exists today. It is currently expected that the former shareholders of HP as a group will receive shares constituting approximately 49% of the outstanding Xerox common shares on a diluted basis in connection with and immediately after the consummation of the acquisition of HP. As a result, current shareholders of Xerox as a group will own approximately 51% of the outstanding Xerox common shares on a diluted basis immediately after the consummation of the acquisition of HP. Because of this, Xerox shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Xerox. For a more detailed discussion of the assumptions on which these estimates are based, please see the section entitled “The Offer — Ownership of Xerox After the Offer.”

Risk Factors Relating to Xerox Following the Offer and the Second-Step Merger

HP and Xerox may not successfully integrate.

If Xerox consummates the offer and the second-step merger (which will represent Xerox’s largest transaction to date), achieving the anticipated benefits of the proposed combination with HP will depend in part upon whether the two companies integrate their businesses in an effective and efficient manner. The companies may not be able to accomplish this integration process successfully, including as a result of actions that HP may continue to take to frustrate the offer. The integration of any business may be complex and time-consuming. The difficulties that could be encountered include the following:

In addition, there will be integration costs and non-recurring transaction costs (such as fees paid to legal, financial, accounting and other advisors and other fees paid in connection with the offer and the second-step merger, including financing fees) associated with the proposed combination with HP, combining the operations of Xerox and HP and achieving the synergies we expect to obtain, and such costs may be significant.

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An inability to realize the full extent of the anticipated benefits of the proposed combination with HP, including the $1.0-1.5 billion in estimated annual revenue synergies and $2.0 billion in estimated cost synergies, as well as any delays encountered in the integration process and realizing such benefits, could have an adverse effect upon the revenues, level of expenses and operating results of Xerox, which may affect adversely the value of Xerox common stock after the consummation of the offer and the second-step merger.

Xerox has only conducted a review of HP’s publicly available information and has not had access to HP’s non-public information. Therefore, Xerox may not be able to retain certain agreements and may be subject to liabilities of HP unknown to Xerox, which may have a material adverse effect on Xerox’s profitability, financial condition and results of operations and which may result in a decline in the market value of Xerox common stock.

To date, Xerox has only conducted a due diligence review of HP’s publicly available information. As a result, after the consummation of the offer and the second-step merger, Xerox may be subject to liabilities of HP unknown to Xerox or HP, which may have a material adverse effect on the business, financial condition and results of operations of the combined company and the market value of Xerox common stock after the consummation of the offer and the second-step merger.

The consummation of the offer or the second-step merger may constitute a breach or default, or an event that, with or without notice or lapse of time or both, would constitute a breach or default, or result in the acceleration or other change of any right or obligation (including, without limitation, any payment obligation) or termination of an agreement under agreements of HP that are not publicly available. If this happens, Xerox may have liabilities relating to the breach or default and may have to seek to replace that agreement with a new agreement. Xerox cannot provide assurance that it will be able to replace a terminated agreement on comparable terms or at all. Depending on the importance of a terminated agreement to HP’s business, failure to replace that agreement on similar terms or at all may increase the costs to Xerox of operating HP’s business or prevent Xerox from operating part or all of HP’s business. In addition, HP may be committed to arrangements or agreements of which Xerox is not aware.

Based upon a review of HP’s public filings with the SEC, pursuant to HP’s Second Amended and Restated Credit Agreement, dated as of April 2, 2014, as amended and restated as of November 1, 2015, as further amended and restated as of March 30, 2018, which we refer to as the credit agreement, the offer and the second-step merger could potentially result in an event of default under the credit agreement, including an event of default in the event the HP Board as of the effective date of the credit agreement, which we refer to as the original board, ceases to constitute a majority of the HP Board (with any new director approved by the majority of the then original board being deemed a member of the original board for purposes of the credit agreement), with certain limited exceptions. An event of default would permit lenders holding more than 50% of the commitments under the credit agreement to terminate the commitments under the credit agreement and to declare the outstanding principal and accrued interest due and payable. HP could also seek a waiver of any such event of default, which would require the approval of the lenders under the credit agreement.

In respect of all information relating to HP presented in, incorporated by reference into or omitted from, this proxy statement, Xerox has relied upon publicly available information, including information publicly filed by HP with the SEC. Although Xerox has no knowledge that would indicate that any statements contained herein regarding HP’s condition, including its financial or operating condition (based upon such publicly filed reports and documents) are inaccurate, incomplete or untrue, Xerox was not involved in the preparation of such information and statements. For example, Xerox has made adjustments and assumptions in preparing the pro forma financial information presented in this proxy statement that have necessarily involved Xerox’s estimates with respect to HP’s financial information that, given the lack of information received, could be materially different than currently presented. See the section of this proxy statement entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Any financial, operating or other information regarding HP that may be detrimental to Xerox following the consummation of the offer and the second-step merger that has not been publicly disclosed by HP, or errors in Xerox’s estimates due to the lack of cooperation and information from HP, may have a material adverse effect on the business, financial condition and results of operations of the combined company and the market value of Xerox common stock after the consummation of the offer and the second-step merger.

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The offer could trigger certain provisions contained in HP’s equity plans, employee benefit plans or agreements that could require Xerox to make change of control payments or vest outstanding equity awards.

Certain of HP’s equity plans, employee benefit plans or agreements contain change of control clauses providing for outstanding equity awards to vest or compensation to be granted to certain members of HP senior management either upon a change of control, or if, following a change of control, HP terminates the employment relationship between HP and these employees under certain circumstances, or if these employees terminate the employment relationship because of certain adverse changes during a certain period or periods following a change of control. If consummated, the acquisition of HP would constitute a change of control of HP, thereby giving rise to potential vesting of outstanding equity awards and change of control payments described above.

Xerox will incur a substantial amount of indebtedness to acquire the shares of HP common stock pursuant to the acquisition of HP, whether through a tender offer followed by a second-step merger, a merger transaction or otherwise, and, as a result, will increase its outstanding indebtedness. Xerox’s failure to meet its debt service obligations, including a failure to comply with the restrictive covenants contained in the related agreements, could have a material adverse effect on its business, financial condition and results of operations.

Xerox anticipates that it will need to borrow approximately $24 billion to complete the acquisition of HP.

Xerox’s increased indebtedness following consummation of the acquisition could adversely affect Xerox’s operations and liquidity. Xerox’s anticipated level of indebtedness could, among other things:

In addition, the terms of Xerox’s indebtedness following the consummation of the acquisition of HP are expected to restrict certain actions by Xerox and its subsidiaries, including financial, affirmative and negative covenants, including limitations on the ability to incur indebtedness, create liens, and merge, amalgamate and consolidate with other companies, in each case, subject to exceptions and baskets to be mutually agreed upon by Xerox and the parties thereto, the exact terms of which are to be negotiated prior to consummation of the acquisition.

Xerox also may incur additional long-term debt and working capital lines of credit to meet future financing needs, subject to certain restrictions under its existing debt, which would increase its total indebtedness. Although the terms of Xerox’s existing credit agreement and of the indentures governing Xerox’s existing debt contain restrictions on the incurrence of additional debt, including secured debt, these restrictions are subject to a number of important exceptions and debt incurred in compliance with these restrictions could be substantial. If Xerox and its restricted subsidiaries incur significant additional debt, the related risks that Xerox faces could intensify.

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Xerox has received an amended and restated commitment letter, which we refer to as the commitment letter, from Citigroup Global Markets Inc. (which we refer to as Citi), Mizuho Bank, Ltd., Bank of America, N.A., MUFG Bank, Ltd., PNC Bank, National Association, Credit Agricole Corporate and Investment Bank, Truist Bank and SunTrust Robinson Humphrey, Inc., which we refer to collectively as the Lenders, for up to $24 billion in debt financing, which we refer to as the Debt Financing. Xerox cannot guarantee that the combined company will be able to generate sufficient cash flow to make all of the principal and interest payments under its indebtedness following the consummation of the acquisition of HP when such payments are due or that it will be able, if necessary, to refinance such indebtedness.

All of our debt obligations, and any future indebtedness we may incur, will have priority over our Common Stock with respect to payment in the event of a liquidation, dissolution or winding up.

In any liquidation, dissolution or winding up of Xerox, the Xerox common stock would rank below all debt claims against Xerox. In addition, any convertible or exchangeable securities or other equity securities that we may issue in the future may have rights, preferences and privileges more favorable than those of Xerox common stock. As a result, holders of Xerox common stock will not be entitled to receive any payment or other distribution of assets upon the liquidation or dissolution until after our obligations to our debt holders and holders of equity securities that rank senior to Xerox common stock have been satisfied.

The consummation of the acquisition of HP may result in ratings organizations and/or securities analysts taking actions which may adversely affect the combined companies’ business, financial condition and operating results, as well as the market price of Xerox common stock.

Xerox’s current corporate credit rating is BB+ for Standard and Poor’s and Ba1 for Moody’s. In connection with the consummation of the transactions pursuant to the acquisition of HP, including but not limited to the offer and/or the second-step merger, one or both of these ratings agencies may reevaluate Xerox’s ratings. A downgrade may increase Xerox’s cost of borrowing, may negatively impact Xerox’s ability to raise additional debt capital, may negatively impact Xerox’s ability to successfully compete in the marketplace and may negatively impact the willingness of counterparties to deal with Xerox, each of which could have a material adverse effect on the business, financial condition and results of operations of the combined company and the market value of Xerox common stock.

In addition, the trading market for Xerox common stock depends in part on the research and reports that third-party securities analysts publish about Xerox and its industry. In connection with the consummation of the acquisition of HP, one or more of these analysts could downgrade Xerox common stock or issue other negative commentary about Xerox or its industry, which could cause the trading price of Xerox common stock to decline.

Future results of Xerox may differ materially from the unaudited pro forma condensed combined financial statements of Xerox and HP presented in this proxy statement.

The future results of Xerox following the consummation of the acquisition of HP may be materially different from those shown in the Unaudited Pro Forma Condensed Combined Financial Statements presented in this proxy statement, which show only a combination of Xerox’s and HP’s standalone historical results after giving effect to the offer, subject to the matters noted therein. Xerox has estimated that it will record approximately $75 million in transaction expenses (excluding financing fees payable pursuant to the commitment letter or otherwise), as described in the notes to the Unaudited Pro Forma Condensed Combined Financial Statements included in this proxy statement. In addition, the final amount of any charges relating to acquisition accounting adjustments that Xerox may be required to record will not be known until following the consummation of the acquisition of HP. These and other expenses and charges may be significantly higher or lower than estimated.

Resales of Xerox common stock following the acquisition of HP may cause the market price of Xerox common stock to fall.

Xerox expects that it will issue approximately [●] million shares of Xerox common stock in connection with the acquisition of HP. The issuance of these new shares and the sale of additional shares that may become eligible for sale in the public market from time to time upon exercise of options could have the effect of depressing the market price for Xerox common stock. The increase in the number of Xerox common stock may lead to sales of such Xerox common stock or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Xerox common stock.

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Risk Factors Relating to HP’s Businesses

You should read and consider the other risk factors specific to HP’s businesses that will also affect Xerox after the consummation of the acquisition of HP described in Part I, Item 1A of the HP 10-K, and other documents that have been filed by HP with the SEC and which are incorporated by reference into this proxy statement.

Risk Factors Relating to Xerox’s Businesses

You should read and consider the other risk factors specific to Xerox’s businesses that will also affect Xerox after the consummation of the acquisition of HP described in Part I, Item 1A of the Xerox 10-K, and other documents that have been filed by Xerox with the SEC which are incorporated by reference into this proxy statement.

Risk Factors Relating to the Acquisition of HP

Xerox must obtain governmental and regulatory approvals to consummate the acquisition of HP, which, if delayed or not granted, may delay or jeopardize the acquisition.

The acquisition of HP, whether through a tender offer followed by a second-step merger, a merger transaction or otherwise, is conditioned on the waiting period (or extension thereof) applicable to the acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and any other applicable antitrust laws and regulations having expired or been terminated, and any approvals or clearances determined by Xerox to be required or advisable thereunder having been obtained. If Xerox does not receive these approvals, then Xerox will not be obligated to accept shares of HP common stock for exchange in the acquisition.

The governmental and regulatory agencies from which Xerox will seek these approvals have broad discretion in administering the applicable governing regulations. As a condition to their approval of the transactions contemplated by the acquisition of HP those agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the combined company’s business. Although Xerox believes that it will obtain all necessary approvals, no assurance can be given that the required approvals will be obtained or that the required conditions to the acquisition will be satisfied, and, if all required approvals are obtained and the conditions to the consummation of the acquisition are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. See the section entitled “The Offer—Conditions to the Offer” for a discussion of the conditions to the offer and the sections of this proxy statement titled “The Offer—Certain Legal Matters Related to the Acquisition” and “The Offer—Regulatory Approvals” for a description of the regulatory approvals necessary in connection with the acquisition of HP.

The offer is subject to other conditions that Xerox cannot control.

The offer is subject to other conditions, including the Minimum Tender Condition, the Anti-Takeover Devices Condition and the No HP Material Adverse Effect Condition. No assurance can be given that all of the conditions to the offer will be satisfied or, if they are, as to the timing of such satisfaction. In addition, HP and the HP Board may seek to take additional actions and put in place additional obstacles that will delay, or frustrate, the satisfaction of one or more conditions. If the conditions to the offer are not satisfied, then Xerox may allow the offer to expire, or could amend or extend the offer. See the section entitled “The Offer—Conditions to the Offer” for a discussion of the conditions to the offer.

In addition, you should be aware that Xerox has not negotiated the price or terms of the offer or the second-step merger, and neither HP nor the HP Board has approved the offer or the second-step merger. HP has refused to negotiate with Xerox regarding the offer. There can be no assurance that Xerox and HP will enter into an agreement related to a combination of the companies or, if they do enter into an agreement, the terms of such agreement, including the amount that would be paid in any such transaction.

The stock prices of Xerox and HP may be adversely affected if the acquisition of HP is not completed.

If the acquisition of HP (whether by way of a tender offer followed by a second-step merger, a merger transaction or otherwise) is not completed, the prices of Xerox common stock and HP common stock may decline to the extent that the current market prices of Xerox common stock and HP common stock reflect a market assumption that the acquisition of HP will be completed.

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Uncertainties associated with the acquisition of HP may cause a loss of employees and may otherwise affect the future business and operations of HP.

Uncertainty about the effect of the acquisition of HP on employees and customers may have an adverse effect on HP and consequently on the combined company following the acquisition. These uncertainties may impair the ability to retain and motivate key personnel until and after the consummation of the acquisition of HP are completed and could cause customers, suppliers, licensees, partners and others that deal with HP to defer entering into contracts with HP or making other decisions concerning HP or seek to change existing business relationships with HP. With respect to the retention of key employees, Xerox is not aware of any retention plan in place to retain any of HP’s key employees. If key employees of HP depart because of uncertainty about their future roles, HP’s business and, as a result, the combined company’s business following the acquisition of HP, could be harmed. While the acquisition is pending, HP may not be able to hire replacements for departed key employees to the same extent that they have been able to in the past.

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XEROX SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial information for Xerox as of the end of and for the periods indicated. The statements of income information for each of the years ended December 31, 2019, 2018 and 2017, and the balance sheet information as of December 31, 2019 and 2018, are derived from Xerox’s audited financial statements filed as part of the Xerox 10-K, which is incorporated by reference into this proxy statement. The statements of income information for each of the years ended December 31, 2016 and 2015, and the balance sheet information as of December 31, 2017, 2016 and 2015, are derived from Xerox’s audited financial statements for such years, which have not been incorporated by reference into this proxy statement. The operating results for year ended December 31, 2019 are not necessarily indicative of the results of operations for any future period. More comprehensive financial information, including management’s discussion and analysis of Xerox’s financial condition and results of operations, is contained in the Xerox 10-K and other reports filed by Xerox with the SEC. The following selected historical consolidated financial information is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. Xerox common stock is listed on the NYSE under the symbol “XRX.” See the section of this proxy statement entitled “Where You Can Find More Information” for instructions on how to obtain these other documents and more complete information relating to Xerox.

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HP SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial information for HP as of the end of and for the periods indicated. The statements of earnings information for each of the years ended October 31, 2019, 2018 and 2017, and the balance sheet information as of October 31, 2019 and 2018, are derived from HP’s audited financial statements filed as part of the HP 10-K, which is incorporated by reference into this proxy statement. The statements of earnings information for each of the years ended October 31, 2016 and 2015, and the balance sheet information as of October 31, 2017, 2016 and 2015, are derived from HP’s audited financial statements for such years, which have not been incorporated by reference into this proxy statement. The selected financial information of HP as of and for the three months ended January 31, 2020 and January 31, 2019 is derived from HP’s unaudited consolidated financial statements filed as part of HP’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2020 filed with the SEC on March 5, 2020, which we refer to as the HP 10-Q, which is incorporated by reference into this offer to exchange. The operating results for the three-month period ended January 31, 2020 are not necessarily indicative of the results of operations for the remainder of the year or any future period. More comprehensive financial information, including management’s discussion and analysis of HP’s financial condition and results of operations, is contained in the HP 10-K and other reports filed by HP with the SEC. The following selected historical consolidated financial information is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. HP common stock is listed on the NYSE under the symbol “HPQ.” See the section of this proxy statement entitled “Where You Can Find More Information” for instructions on how to obtain these other documents and more complete information relating to HP.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information was prepared by Xerox and give effect to the proposed business combination of HP and Xerox, including the related financing, which we refer to as the transaction.

The selected unaudited pro forma condensed combined statements of income for the year ended December 31, 2019 give effect to the transaction as if it had occurred on January 1, 2019. The selected unaudited pro forma condensed combined balance sheet as of December 31, 2019 gives effect to the transaction as if it occurred on December 31, 2019.

Xerox and HP have different fiscal years. Xerox’s fiscal year ends on December 31, whereas HP’s fiscal year ends on October 31. The unaudited pro forma condensed combined financial statements for all periods have been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 Regulation S-X. Accordingly, the unaudited pro forma condensed combined statement of income for the year ended December 31, 2019 combines Xerox’s year ended December 31, 2019 with HP’s year ended October 31, 2019. The unaudited pro forma condensed combined balance sheet as of December 31, 2019 combines Xerox’s balance sheet as of December 31, 2019 with HP’s balance sheet as of October 31, 2019.

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the proposed combination with HP had been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company. Other than purchases and sales between the two companies, we are not aware of any other material transactions between Xerox and HP during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated (See Note 6 item (A) for pro forma adjustment).

The unaudited pro forma condensed combined financial statements are prepared with Xerox treated as the acquirer. In determining the acquirer for accounting purposes, Xerox considered the five factors identified in Financial Accounting Standard Board, which we refer to as FASB, Accounting Standards Codification, which we refer to as ASC, Topic 805-10-55-12. The accounting for the acquisition of HP is dependent upon certain valuations that are provisional and are subject to change. As of the date of this document, Xerox has not performed the detailed valuation analyses necessary to arrive at the final estimates of the fair market value of the HP assets to be acquired and liabilities to be assumed and the related allocations of purchase price. However, as indicated in the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, Xerox has made certain adjustments to the historical book values of the assets and liabilities of HP to reflect preliminary estimates of the fair value of intangible assets acquired with the residual excess of the purchase price over the historical net assets of HP recorded as goodwill. Actual results will differ from those reflected in the Unaudited Pro Forma Condensed Combined Financial Statements once Xerox has determined the final purchase price for HP and has completed the valuation analyses necessary to finalize the required purchase price allocations and identified any necessary conforming accounting changes or other acquisition-related adjustments for HP. Xerox will finalize these amounts as we obtain the information necessary to complete the measurement process. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will likely occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Xerox’s future results of operations and financial position.

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In addition, the unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition of HP, the costs to integrate the operations of Xerox and HP or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

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COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE INFORMATION

The following table summarizes unaudited per share information for Xerox and HP on a historical basis, pro forma combined basis for Xerox and equivalent pro forma combined basis for HP. The following information should be read in conjunction with the audited consolidated financial statements and accompanying notes of Xerox and HP that are incorporated by reference into this proxy statement, and the unaudited pro forma condensed combined financial statements beginning on page 54. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of what the operating results or financial position would have been if the acquisition of HP had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future operating results or financial position of the combined companies. The historical income per share, dividends per share and book value per share of Xerox and HP shown in the table below are derived from their respective audited consolidated financial statements — for Xerox as of and for the year ended December 31, 2019 and for HP as of and for the year ended October 31, 2019. The historical book value per share is computed by dividing total stockholders’ equity by the number of common shares outstanding at the end of the period, excluding any shares held in treasury. The pro forma combined income per share from continuing operations is computed by dividing the pro forma income from continuing operations available to holders of common shares by the pro forma weighted-average number of shares outstanding. The pro forma combined book value per share is computed by dividing total pro forma shareholders’ equity by the pro forma number of common shares outstanding at the end of the period. HP equivalent pro forma combined per share amounts are calculated by multiplying Xerox pro forma combined per share amounts by the exchange ratio for the Standard Election of 0.149.

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THE SPECIAL MEETING

This proxy statement is being provided to the Xerox shareholders in connection with the solicitation of proxies by the management of Xerox to be voted at the special meeting (including any adjournment or postponement thereof).

Date, Time, Place and Purpose

The special meeting will be held at [●], local time, on [●], 2020, at [●] in [●]. Shareholders are being asked to consider and vote on the following matters:

Record Date and Shares Entitled to Vote

Owners of Xerox common stock and owners of Xerox Series A preferred stock as of the close of business on [●], 2020, the record date for the purpose of determining holders of Xerox stock entitled to receive notice of and to vote at the special meeting (including any postponements or adjournments of the special meeting) (which we refer to as the record date) are entitled to vote, together as a single class, at the special meeting. The shares owned include shares you held on that date (1) directly in your name as the shareholder of record and/or (2) in the name of a broker, bank or other nominee of record where the shares were held for you as the beneficial owner.

Each holder of Xerox common stock is entitled to one vote for each share of Xerox common stock registered in his or her name as of the close of business on the record date. Each holder of Xerox Series A preferred stock is entitled to a number of votes equal to the product of (i) the aggregate number of shares of Xerox common stock into which the shares of Xerox Series A preferred stock registered in his or her name as of the close of business on the record date convert in accordance with Xerox’s certificate of incorporation, divided by (ii) ten, rounded down to the nearest whole number.

As of [●], 2020, [●] shares of Xerox common stock and 180,000 shares of Xerox Series A preferred stock were issued and outstanding and entitled to be voted at the special meeting (including any postponements or adjournments of the special meeting).

Voting Procedures

Registered shareholders can vote in any one of four ways:

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If you use your proxy to vote by Internet, telephone or mail, you authorize each of the two persons, whose names are listed on the proxy card accompanying this proxy statement, to act as your proxies to represent you and vote your shares as you direct.

Beneficial owners will receive enclosed with this proxy statement, voting instructions from the bank, broker or other nominee of record where the shares are held that must be followed in order for their shares to be voted. Beneficial owners should follow the instructions from their bank, broker or other nominee of record in order for their shares to be voted. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated on your voting instruction form. If you hold your shares through a broker, bank or other nominee, you must obtain a “legal proxy” from your broker, bank or other nominee to vote in person at the special meeting.

Quorum

The presence at the special meeting, in person or by proxy, of holders representing a majority of the votes of shares entitled to vote thereat shall constitute a quorum. If a quorum is not present at the special meeting, the shareholders of Xerox will not be able to take action on any of the proposals at the special meeting; provided that the special meeting may be adjourned as described below.

As of the record date, there were [●] shares of Xerox common stock and [●] shares of Xerox Series A preferred stock outstanding. If you vote — including by Internet, telephone or proxy card — your shares will be counted towards the quorum for the special meeting. Abstentions are counted as present for the purpose of determining a quorum.

If there is no quorum, the shareholders present may adjourn the special meeting to another time and place, and it shall not be necessary to give any notice of such adjourned meeting if the time and place to which the special meeting is adjourned are announced at the special meeting. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the special meeting. If after the adjournment, the Xerox Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder on the new record date entitled to notice under the by-laws of Xerox. If the adjournment proposal is approved, the special meeting may also be adjourned to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal or the authorized share proposal at the special meeting.

Vote Required

Authorized Share Proposal

Under the Business Corporation Law of the State of New York, the affirmative vote of a majority of all outstanding shares entitled to vote thereon will be required for the approval of the amendment of the Xerox restated certificate of incorporation to increase the number of authorized shares of Xerox common stock.

Share Issuance Proposal and Adjournment Proposal

The affirmative vote of a majority of the votes cast in favor of such action at the special meeting will be required for approval of the share issuance proposal and the adjournment proposal.

Abstentions, broker non-votes and failures to vote are not considered votes cast and therefore have no effect on the outcome of the vote on the proposals (provided that a quorum is present), with the exception of the proposals to approve the amendment of the Xerox restated certificate of incorporation. For this proposal, abstentions, broker non-votes and failures to vote will have the effect of a vote “against” a proposal.

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Proxy Solicitation

Management of Xerox is soliciting your proxy for use at the special meeting. All associated costs of solicitation will be borne by Xerox. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of Xerox without special compensation or by Xerox’s proxy solicitors, D.F. King and Harkins Kovler. Xerox will pay D.F. King and Harkins Kovler a fee estimated not to exceed $[●] for their services as proxy solicitors, plus reimbursement of reasonable out-of-pocket expenses. Xerox will, at its own expense, pay those entities holding Xerox shares in the names of their beneficial owners for their reasonable expenses in delivering proxy solicitation materials to their beneficial owners, including objecting beneficial owners. We anticipate that copies of this proxy statement and the accompanying proxy card will be distributed to shareholders on or about [●], 2020.

Change of Vote and Revocation of Proxies

You may change or revoke your proxy at any time before it is exercised at the special meeting by submitting a later dated proxy card, by a later telephone or online vote, by notifying the Secretary of Xerox in writing that you have revoked your proxy or by attending the special meeting and either giving notice of revocation or voting in person.

If your shares are held in “street name” (i.e., held of record by a broker, bank or other nominee) and you wish to revoke a proxy, you should contact your bank, broker or other nominee and follow its procedures for changing your voting instructions. You also may vote in person at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Xerox’s Auditors

Representatives of PricewaterhouseCoopers LLP are not expected to be present at the special meeting and accordingly will not make any statement or be available to respond to any questions.

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THE OFFER

The share issuance proposal relates to the offer being made pursuant to the offer to exchange, which is enclosed with the registration statement on Form S-4 (Registration Number 333-236827) filed with the SEC on March 2, 2020. Other than in respect of an acquisition of HP, such a proposal would not be necessary. The offer is not being made to you in your capacity as a Xerox shareholder. This proxy statement is not the offer to exchange and Xerox shareholders are not being asked to tender any Xerox common shares into the offer or otherwise. The following description is to assist you in deciding how to vote with respect to the proposals.

Overview

On March 2, 2019, Xerox commenced the offer pursuant to which it is offering to exchange, for each issued and outstanding share of HP common stock, at the election of the holder:

subject in each case to the election and proration procedures described in this proxy statement and in the related letter of election and transmittal. We will not allot or issue fractional Xerox common stock to holders of HP common stock who accept the offer. To the extent that you would be entitled to fractional shares, those fractional entitlements will be aggregated and, if a fractional share results from such aggregation, you will be entitled to receive, in lieu of such fractional share, an amount in cash determined by multiplying the fractional share by a price equal to the average of the closing prices of Xerox common stock on the NYSE on each of the five NYSE trading days ending on the 10^th business day prior to the date of expiration of the offer.

The offer will expire at 5:00 p.m., New York City time, on April 21, 2020, unless Xerox extends the period of time for which the offer is open, in which case the expiration time will be the latest time and date on which the offer, as so extended, expires.

The offer is subject to a number of conditions, which are described in the section of the offer to exchange titled “The Offer — Conditions to the Offer.” Xerox has expressly reserved the right, subject to the applicable rules and regulations of the SEC, to waive any condition of the offer described herein in its discretion, except for the HSR Condition, Registration Statement Condition, Xerox Shareholder Approval Condition and Stock Exchange Listing Condition, each as set forth in the offer to exchange and each of which cannot be waived. Xerox expressly reserves the right to make any changes to the terms and conditions of the offer (subject to any obligation to extend the offer pursuant to the applicable rules and regulations of the SEC).

The purpose of the offer is for Xerox to acquire all of the outstanding shares of common stock of HP in order to combine the businesses of Xerox and HP. Xerox intends, promptly after consummation of the offer, to cause HP to merge with Purchaser, after which HP would be a direct or indirect, wholly owned subsidiary of Xerox. The HP Board has refused to negotiate the offer with Xerox. Since making its proposal to acquire HP on November 5, 2019, Xerox has continued to publicly express a desire to enter into a negotiated business combination with HP. In our most recent proposal, we offered to acquire each outstanding share of HP common stock for $18.40 in cash and 0.149 shares of Xerox common stock based on Xerox’s closing share price of $37.68 on February 6, 2020. The HP Board has rejected this proposal, as well as our repeated requests for mutual, confirmatory due diligence. In light of HP’s unwillingness to engage with Xerox with respect to a negotiated transaction and the HP Board’s public statements with respect to Xerox’s prior proposal, and because Xerox does not believe that it is appropriate for the HP Board to have a veto right over whether the offer is made available to HP stockholders, Xerox is making the offer directly to HP stockholders upon the terms and subject to the conditions set forth in the offer to exchange as an alternative to a negotiated transaction.

In the event Xerox accepts shares of HP common stock for exchange in the offer, Xerox intends to acquire HP pursuant to the second-step merger. The consideration payable to HP stockholders in the second-step merger is described in more detail in the offer to exchange. After the second-step merger, former remaining HP stockholders will no longer have any ownership interest in HP and, other than those HP stockholders who receive only the Cash Election Consideration, will be shareholders of Xerox.

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Subject to applicable law, Xerox has reserved the right to amend the offer in any respect or terminate it, including in connection with entering into a merger agreement with HP.

Reasons for the Offer

The Independent Directors are confident that the combination of Xerox and HP represents a financially and strategically compelling, value-creating opportunity for both HP stockholders and Xerox shareholders. Based on our discussions with many significant HP stockholders and Xerox shareholders, we believe there is broad support for our offer. HP stockholders have routinely cited the undisputed industry logic and appreciate the value that could be created by combining Xerox and HP, which Xerox is convinced outweighs — and is incremental to — anything HP could achieve on its own. We believe the offer is the best available option for HP stockholders to maximize the value of their investment. In fact, members of HP’s own Board and management have acknowledged the undisputed industry logic of a combination.

We believe the offer is strategically compelling for the following reasons:

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We realize there can be no assurance about future results, including results expected as described in the reasons listed above, such as assumptions regarding potential synergies or other benefits to be realized following the offer. Xerox’s reasons for the offer and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed in the sections of this proxy statement titled “Risk Factors” and “Forward-Looking Statements.”

Ownership of Xerox After the Offer

Upon consummation of the offer and the second-step merger of HP, former HP stockholders will own in the aggregate approximately 49% of Xerox common shares on a diluted basis as a result of having been holders of HP stock. This estimate assumes that:

Xerox believes that, upon consummation of the offer and the second-step merger, no single shareholder will own more than 10% of the issued and outstanding Xerox common shares.

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Conditions to the Offer

The offer is conditioned upon satisfaction, in the reasonable judgment of Xerox, of the following conditions:

Minimum Tender Condition — There shall have been validly tendered and not properly withdrawn prior to the expiration of the offer, a number of shares of HP common stock which, together with any other shares of HP common stock that Purchaser then owns or has a right to acquire, is a majority of the total number of outstanding shares of HP common stock on a fully diluted basis as of the date that we accept shares of HP common stock for exchange pursuant to the offer.

Anti-Takeover Devices Condition — The impediments to the consummation of the offer and the second-step merger imposed by the HP Board, or which the HP Board can remove, shall have been rendered inapplicable to the offer and the second-step merger. The following shall have occurred (in the reasonable judgment of Xerox):

Xerox Shareholder Approval Condition — Xerox shareholders shall have approved (i) the issuance of Xerox common shares contemplated in connection with the acquisition of HP, in accordance with the rules of the NYSE, on which the Xerox common shares are listed and (ii) other matters ancillary to the acquisition of HP (which approval is being sought by Xerox shareholders at the special meeting pursuant to this proxy statement).

Competition Laws Condition — The waiting period applicable to the offer and the second-step merger under the HSR Act shall have expired or been terminated, which we refer to as the HSR Condition.

In addition:

Stock Exchange Listing Condition — The Xerox common shares issuable to HP stockholders in connection with the offer and the second-step merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

Registration Statement Condition — The registration statement filed by Xerox on Form S-4 on March 2, 2020 shall have become effective under the Securities Act. No stop order suspending the effectiveness of the registration statement shall have been issued, and no proceedings for that purpose shall have been initiated or be threatened, by the SEC.

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No Injunction Condition — No court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute or ordinance, common law, rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award or agency requirement (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the offer and the second-step merger.

No HP Material Adverse Effect Condition — There shall not have occurred any change, event, circumstance or development, which we refer to as a Circumstance, that has had, or would reasonably be likely to have, an HP Material Adverse Effect.

When we refer to an HP Material Adverse Effect, we mean, any Circumstance that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a materially adverse effect on the financial condition, business, operations, assets, liabilities or results of operations of HP and its subsidiaries, taken as a whole, or (ii) would, or would reasonably be expected to, materially impair the ability of HP or any of its subsidiaries to consummate the offer or the second-step merger; provided, however, that solely for purposes of the foregoing clause (i) only, to the extent any Circumstance results from the following items, then it will be excluded in determining whether there has been an HP Material Adverse Effect: (A) changes after the date hereof in GAAP or the official interpretation or enforcement thereof or any other accounting requirements generally applicable to the industry in which HP or any of its subsidiaries operates, (B) changes after the date hereof generally affecting the financial, securities, debt or financing markets or general economic or political conditions, (C) changes after the date hereof in Law of general applicability to companies in the industry in which HP or any of its subsidiaries operates, (D) acts or declarations of war or other armed hostilities, sabotage or terrorism, and (E) any failure by HP or any of its subsidiaries to meet any internal or published estimates, budgets, projections, forecasts or predictions of financial performance for any period (it being agreed that the underlying cause of any such failure described in this clause (E) may be considered in determining whether or not an HP Material Adverse Effect has occurred); provided that, in the case of clauses (A), (B), (C) and (D), any such Circumstances may be taken into account in determining whether or not there has been an HP Material Adverse Effect to the extent any such Circumstance has been, or is reasonably likely to be, disproportionately adverse to such person and its subsidiaries, taken as a whole, as compared to other participants in the industry in which such person and any of its subsidiaries operate.

The offer is also subject to additional conditions referred to in the offer to exchange.

Certain Legal Matters Related to the Acquisition

General. Except as otherwise disclosed herein, based upon an examination of publicly available filings with respect to HP, Xerox is not aware of any licenses or other regulatory permits which appear to be material to the business of HP and which might be adversely affected by the acquisition of HP common stock by Xerox pursuant to the offer or the second-step merger or, except as otherwise described in this proxy statement, of any approval or other action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of HP common stock by Xerox pursuant to the offer. Should any such approval or other action be required, it is currently contemplated that such approval or action would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions or that adverse consequences might not result to HP’s or Xerox’s business or that certain parts of HP’s or Xerox’s business might not have to be disposed of in the event that such approvals were not obtained or such other actions were not taken, any of which could cause Xerox to elect to terminate the offer for any reason without the acceptance for exchange of HP common stock thereunder. Xerox’s obligation under the offer to accept for exchange and issue Xerox common stock is subject to certain conditions specified above and in the offer to exchange.

Antitrust Clearance. The offer is subject to review by the Federal Trade Commission, which we refer to as the FTC, and the Department of Justice, which we refer to as the DOJ, and collectively with the FTC we refer to as the antitrust agencies. Under the HSR Act, the offer may not be completed until certain information has been provided to the antitrust agencies and the applicable HSR Act waiting period has expired or been terminated.

Pursuant to the requirements of the HSR Act, Xerox expects to file a Notification and Report Form with respect to the offer and the second-step merger with the FTC and the DOJ and to request early termination of the HSR Act

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waiting period. There can be no assurance, however, that the waiting period will be terminated early. The FTC or DOJ may extend the initial waiting period by issuing a Request for Additional Information and Documentary Material, which we refer to as a Second Request. In such an event, the statutory waiting period would extend until 30 days after Xerox has substantially complied with the Second Request, unless it is earlier terminated by the applicable antitrust agency.

The antitrust agencies frequently scrutinize the legality under the antitrust laws of transactions such as Xerox’s acquisition of HP common stock pursuant to the offer. At any time before or after the consummation of any such transactions, one of the antitrust agencies could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the exchange of shares pursuant to the offer or seeking divestiture of the HP common stock so acquired or divestiture of certain of Xerox’s or HP’s assets. States and private parties may also bring legal actions under the antitrust laws. There can be no assurance that a challenge to the offer and/or the second-step merger on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See the section entitled “The Offer — Conditions to the Offer” for certain conditions to the offer, including conditions with respect to litigation and certain governmental actions.

The offer and/or the second-step merger may also be subject to review by antitrust authorities in jurisdictions outside the United States. Under some of these jurisdictions, the offer and/or the second-step merger may not be consummated before a notification has been submitted to the relevant antitrust authority and/or certain consents, approvals, permits or authorizations have been obtained and/or the applicable waiting period has expired or has been terminated; in addition, there may be jurisdictions where the submission of a notification is only voluntary but advisable. Xerox intends to make all necessary and advisable (at the sole discretion of Xerox) notifications in these jurisdictions as soon as practicable. The consummation of the offer and/or of the second-step merger is subject to the condition that the waiting period (or extension thereof) applicable to the offer and the second-step merger under any applicable antitrust laws and regulations shall have expired or been earlier terminated, and any approvals or clearances determined by Xerox to be required or advisable thereunder shall have been obtained.

Section 203 of the DGCL. The offer is subject to the condition that the HP Board shall have approved the offer and the second-step merger under Section 203 of the DGCL, or Xerox shall be satisfied, in its reasonable judgment, that Section 203 of the DGCL is inapplicable to the offer and the second-step merger. This condition will be satisfied if (1) prior to the acceptance for exchange of shares of HP common stock pursuant to the offer, the HP Board shall have approved the offer and the second-step merger or (2) there are validly tendered and not properly withdrawn prior to the expiration time a number of shares of HP common stock that, together with the shares of HP common stock then beneficially owned by Xerox, would represent at least 85% of the voting stock of HP outstanding on the expiration date of the offer (excluding shares of HP common stock owned by certain employee stock plans and persons who are directors and also officers of HP).

Section 203 of the DGCL would otherwise apply to the second-step merger or any other “business combination” (as defined in Section 203) involving Xerox (and/or any of its subsidiaries) and HP. Section 203 could make it more difficult and/or significantly delay Xerox’s (and/or any of its subsidiaries’) ability to acquire all of the outstanding shares of HP common stock. Section 203, in general, prevents an “interested stockholder” (generally, a stockholder and an affiliate or associate thereof owning 15% or more of a corporation’s outstanding voting stock) from engaging in a business combination (defined to include a merger or consolidation and certain other transactions) with a Delaware corporation for a period of three years following the time such stockholder became an interested stockholder unless (1) before the stockholder became an interested stockholder the corporation’s board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested stockholder, (2) upon consummation of the transaction which resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares of stock owned by certain employee stock plans and persons who are directors and also officers of the corporation) or (3) at or after the time the stockholder became an interested stockholder the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of stockholders (and not by written consent) by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the corporation not owned by the interested stockholder.

The provisions of Section 203 of the DGCL do not apply to a Delaware corporation if, among other things, (1) such corporation amends its certificate of incorporation or bylaws to elect not to be governed by Section 203,

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and such amendment is approved by (in addition to any other required vote) the affirmative vote of a majority of the shares of common stock of such corporation entitled to vote; provided that such amendment would not be effective until 12 months after its adoption and would not apply to any business combination between such corporation and any person who became an interested stockholder on or prior to the date of such adoption, (2) such corporation does not have a class of voting stock that is listed on a national securities exchange, or held of record by more than 2,000 stockholders, unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder, or (3) certain business combinations are proposed prior to the consummation or abandonment of, and subsequent to the earlier of the public announcement or the notice required under Section 203 of, any one of certain proposed transactions which (i) is with or by a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of the corporation’s board of directors and (ii) is approved or not opposed by a majority of the board of directors then in office who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election to succeed such directors by a majority of such directors. The description of Section 203 above is qualified in its entirety by reference to such section, a copy of which is attached to the offer to exchange as Annex B.

State Takeover Laws. A number of states have adopted laws and regulations applicable to offers to acquire securities of corporations which are incorporated in such states and/or which have substantial assets, stockholders, principal executive offices or principal places of business therein. In Edgar v. MITE Corporation, the Supreme Court of the United States held that the Illinois Business Takeover Statute, which made the takeover of certain corporations more difficult, imposed a substantial burden on interstate commerce and was therefore unconstitutional. In CTS Corporation v. Dynamics Corporation of America, the Supreme Court held that as a matter of corporate law, and in particular, those laws concerning corporate governance, a state may constitutionally disqualify an acquiror of “Control Shares” (ones representing ownership in excess of certain voting power thresholds, e.g., 20%, 33% or 50%) of a corporation incorporated in its state and meeting certain other jurisdictional requirements from exercising voting power with respect to those shares without the approval of a majority of the disinterested stockholders.

We do not believe that any state takeover laws (other than Section 203 of the DGCL) purport to apply to the offer or the second-step merger. We have not currently complied with any state takeover statute or regulation. We reserve the right to challenge the applicability or validity of any state law purportedly applicable to the offer or the second-step merger and nothing in the offer to exchange or any action taken in connection with the offer or the second-step merger is intended as a waiver of such right. If it is asserted that any state takeover statute is applicable to the offer or the second-step merger and if an appropriate court does not determine that it is inapplicable or invalid as applied to the offer or the second-step merger, we might be required to file certain information with, or to receive approvals from, the relevant state authorities, we might be unable to accept for payment or pay for HP common stock tendered pursuant to the offer, or be delayed in consummating the offer or the second-step merger. In such case, we may not be obliged to accept for payment or pay for any shares of HP common stock tendered pursuant to the offer.

Regulatory Approvals

In addition to the approvals and clearances described in the Competition Laws Condition, the offer and the second-step merger may also be subject to review by government authorities and other regulatory agencies, including in jurisdictions outside the U.S. Xerox intends to file promptly all notifications that it determines are necessary or advisable under the applicable laws, rules and regulations of the respective identified authorities, agencies and jurisdictions for the consummation of the offer and/or the second-step merger and to file all post-completion notifications that it determines are necessary or advisable as soon as possible after completion has taken place.

Financing of the Offer; Sources and Amount of Funds

Xerox estimates that the total amount of cash required to complete the transactions contemplated by the offer and the second-step merger will be approximately $26,896,239,726 (excluding transaction fees and expenses, such as fees associated with new borrowings and/or issuances of debt securities in connection with the offer and second-step merger, and excluding litigation expenses and any cash and cash equivalents from HP). The estimated amount of cash required is based on Xerox’s due diligence review of HP’s publicly available information

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to date and is subject to change. For a further discussion of the risks relating to Xerox’s limited due diligence review, see the section of the offer to exchange titled “Risk Factors — Risk Factors Relating to the Offer and the Second-Step Merger.”

Xerox expects to have sufficient financial resources to complete the transactions contemplated by the offer and the second-step merger through a combination of (1) Xerox’s cash on hand of $2.74 billion as of December 31, 2019, such figure derived from Xerox’s audited consolidated financial statements filed as part of the Xerox 10-K, (2) borrowings under the bank commitment discussed below and (3) as necessary, a registered underwritten offering and/or private placement of equity or equity-linked securities, which we refer to as the Equity Financing.

In connection with the proposed combination with HP, Xerox has received a commitment letter from the Lenders to provide the Debt Financing. The banks’ commitment, comprising an aggregate principal amount of $24 billion, includes a $19.5 billion senior unsecured term loan bridge facility, which would mature 364 days following the funding thereof, and a $4.5 billion senior unsecured term loan bridge facility, which would mature 60 days following the funding thereof. The interest rates on loans incurred under the Debt Financing would be based on customary market LIBO-based rates.

Funding of the Lenders’ commitment is subject to certain customary conditions including, but not limited to, receipt of financial information, delivery of customary documentation relating to Xerox and its subsidiaries and consummation of the proposed combination with HP. The foregoing summary of the commitment letter is qualified in its entirety by reference to the actual language of the commitment letter, which is filed as Exhibit (b) to the Schedule TO filed with the SEC on March 2, 2020 and incorporated herein by reference.

Xerox has also received a highly confident letter, dated February 9, 2020, from Citi with respect to the Equity Financing. Additionally, Xerox is engaged in discussions with several institutional investors that have expressed interest in participating in the Equity Financing.

Accounting Treatment

The proposed combination with HP would be accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles, with Xerox being the accounting acquirer, which means that HP’s results of operations will be included with Xerox’s results of operations from the closing date and HP’s consolidated assets and liabilities will be recorded at their fair values at the same date.

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PROPOSAL 1 — SHARE ISSUANCE PROPOSAL

You are being asked to consider and vote upon, for purposes of the NYSE rules, the share issuance proposal, which provides for the issuance of [●] shares of Xerox common stock in connection with a combination with HP, whether by way of a tender offer followed by a second-step merger, a merger transaction or otherwise. The Independent Directors believe the share issuance to be in the best interests of Xerox and its shareholders.

Xerox is seeking to acquire all of the HP common stock. On March 2, 2020, Xerox commenced the offer, pursuant to which it is offering, for each issued and outstanding share of HP common stock, at the election of the holder: (1) the Standard Election Consideration specified on the cover page of the offer to exchange, which is included in the registration statement on Form S-4 (Registration Number 333-236827) filed with the SEC on March 2, 2020; (2) the Cash Election Consideration specified on the cover page of the offer to exchange; or (3) the Stock Election Consideration specified on the cover page of the offer to exchange, in each case subject to the election and proration procedures described in the offer to exchange (including the related letter of election and transmittal). Xerox intends, promptly after consummation of the offer, to complete the second-step merger, after which HP would be a direct or indirect, wholly owned subsidiary of Xerox. The purpose of the second-step merger is for Xerox to acquire all shares of HP common stock that are not acquired in the offer.

Our common stock is listed on the NYSE and, as a result, we are subject to certain NYSE listing rules and regulations. Section 312.03 (which we refer to as NYSE Rule 312) of the NYSE Listed Company Manual requires shareholder approval prior to any issuance or sale of common stock, or securities convertible into or exercisable for common stock, in any transaction or series of transactions if the number of shares of common stock issued or issuable upon conversion equals or exceeds 20% of the number of shares of common stock outstanding prior to the issuance or if the number of votes entitled to be cast by such shares of common stock equals or exceeds 20% of the voting power outstanding prior to the issuance. NYSE Rule 312 also requires shareholder approval prior to the issuance of common stock in any transaction or series of related transactions, to (1) a director, officer or substantial security holder of the company (each of which is a related party), (2) a subsidiary, affiliate or other closely-related person of a related party or (3) any company or entity in which a Related Party has a substantial direct or indirect interest, if the number of shares of common stock to be issued exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance. For purposes of NYSE Rule 312, the NYSE considers a “substantial security holder” to be any holder of an interest consisting of either 5% or more of the number of shares of common stock or 5% or more of the voting power outstanding of a company or entity. Because the aggregate number of shares of common stock issuable to substantial security holders would exceed the 1% threshold set forth in NYSE Rule Section 312 and the overall issuance of shares of common stock would exceed the 20% threshold in NYSE Rule 312, the common stock issuable upon the potential acquisition of HP requires the approval of Xerox stockholders.

If the share issuance is approved by Xerox shareholders, Xerox reserves the right to issue Xerox common shares in connection with an acquisition of HP, whether through a tender offer followed by a second-step merger, a merger transaction or otherwise. Other than with respect to the proposals, Xerox shareholders are not being asked to vote on the structure or form of, and Xerox shareholder approval is not required with respect to, the proposed acquisition of HP.

To be adopted, the share issuance proposal must be approved by a majority of the votes cast in favor of such action at the special meeting.

Effect of Shareholder Approval and Consummation of the Acquisition of HP

Xerox estimates that, upon consummation of the acquisition of HP on the terms set forth in the offer, former HP stockholders will own, in the aggregate, approximately 49% of the Xerox common shares on a diluted basis. For a more detailed discussion of the assumptions on which these estimates are based, please see the section entitled “The Offer — Ownership of Xerox After the Offer”; among other things, if the number of shares of HP common stock and/or securities convertible into or exchangeable for HP common stock is different as of the consummation of the acquisition, the number of Xerox common shares issued or reserved for future issuances in connection with the transactions will be different as well.

Registration Statement

On March 2, 2020, we filed a registration statement on Form S-4 (Registration Number 333-236827) to register with the SEC the Xerox common shares to be issued to HP stockholders in connection with the offer and the

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second-step merger as we have currently proposed. We may also file amendments to that registration statement. You should read the Form S-4 and any amendments as they contain important information. You may obtain copies of the Form S-4 (and any amendments) free of charge from the SEC at the SEC’s website at www.sec.gov, or upon written or oral request to our proxy solicitors, D.F. King, by mail at 48 Wall Street, 22nd Floor, New York, New York 10005, or by telephone at (866) 721-1324 (toll free) or (212) 269-5550 (collect) or Harkins Kovler, by mail at 3 Columbus Circle, 15th Floor, New York, New York 10019, or by telephone at (800) 257-3995 (toll free) or (212) 468-5380 (collect).

If a combination with HP and Xerox is not consummated, then the share issuance will not go into effect.

Xerox Shareholder Approval Condition to the Offer

Xerox shareholder approval of the share issuance is a condition to our completing the acquisition of HP through the offer (including on a negotiated basis).

For a summary of our reasons for recommending approval of the share issuance and pursuing the offer, see “The Offer — Reasons for the Offer” on page 29.

Preemptive Rights

Xerox shareholders will not have preemptive rights in connection with the issuance of shares to HP stockholders in connection with the acquisition of HP.

Appraisal/Dissent Rights

No dissent or appraisal rights are available in respect of Xerox shares in connection with the share issuance.

Federal Income Tax Consequences of the Share Issuance

Our issuance of Xerox common shares in connection with an acquisition of HP will not result in any U.S. federal income tax consequences to Xerox shareholders who do not also hold HP stock or us. Xerox shareholders who also hold HP stock should consult the registration statement on Form S-4 (Registration Number 333-236827) filed with the SEC on March 2, 2020 for more information on the U.S. federal income tax consequences.

The Independent Directors unanimously recommend a vote

“FOR”

the issuance of [●] shares of Xerox common stock in connection with a combination with HP

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PROPOSAL 2 — AUTHORIZED SHARE PROPOSAL

You are being asked to consider and vote upon the proposal to approve an amendment to the Xerox restated certificate of incorporation to increase the number of authorized shares of Xerox common stock from four hundred thirty seven million five hundred thousand (437,500,000) shares to [●] shares, effective immediately prior to, and subject to, the completion of the acquisition. A copy of the form of the text of the authorized share amendment is attached as Annex A to this proxy statement. Holders of Xerox shares should read the form of the text of authorized share amendment set forth in Annex A in its entirety. The Independent Directors believe the authorized share amendment to be in the best interests of Xerox and its shareholders.

As of the close of business on the record date for the Xerox special meeting, there were [●] outstanding shares of Xerox common stock and [●] shares of Xerox common stock reserved for issuance to directors and employees under various compensation and benefits plans, with the remaining [●] shares being authorized, unissued and unreserved shares available for other corporate purposes. In connection with the acquisition of HP, Xerox expects to issue up to [●] shares of common stock to the shareholders of HP.

Without the authorized share amendment, Xerox may not have a sufficient number of authorized shares to complete the acquisition of HP. The Independent Directors consider the proposed increase in the number of authorized shares desirable because it will enable Xerox to complete the acquisition of HP and it will provide greater flexibility in the capital structure of the combined company following the acquisition by allowing it to raise capital that may be necessary to further develop its business, to fund potential acquisitions, to have shares available for use in connection with stock plans and to pursue other corporate purposes that may be identified by the board of directors of the combined company in the future.

Each share of Xerox common stock authorized for issuance has the same rights as, and is identical in all respects with, each other share of Xerox common stock. The newly authorized shares of Xerox common stock will not affect the rights, such as voting and liquidation rights, of the shares of Xerox common stock currently outstanding. Under the Xerox certificate of incorporation, shareholders of Xerox do not have preemptive rights. Therefore, should the Xerox Board elect to issue additional shares of Xerox common stock, other than on a pro rata basis to all current common shareholders, existing common shareholders of Xerox would not have any preferential rights to purchase those shares, and such issuance could have a dilutive effect on earnings per share, book value per share, and the voting power and shareholdings of current shareholders of Xerox, depending on the particular circumstances in which the additional shares of Xerox common stock are issued. The Xerox Board continually considers Xerox’s capital structure and will determine the terms and timing of any future issuance.

If the amendment to the Xerox restated certificate of incorporation is approved by Xerox shareholders by the requisite vote at the special meeting, then, subject to the completion of the acquisition of HP, a certificate of amendment setting forth such amendment will be filed with, and will become effective upon acceptance by, the Department of State of the State of New York.

To be adopted, the amendment to the Xerox restated certificate of incorporation to increase the number of authorized shares of common stock must be approved by the holders of a majority of all outstanding shares entitled to vote thereon.

Potential Anti-Takeover Effect

Although an increase in the authorized shares of Xerox common stock could, under certain circumstances, also be construed as having an anti-takeover effect (for example, by permitting easier dilution of the stock ownership of a person seeking to effect a change in the composition of the Xerox Board or contemplating a tender offer or other transaction resulting in our acquisition by another company), the proposed increase in authorized shares is not in response to any effort by any person or group to accumulate Xerox common stock or to obtain control of Xerox by any means. In addition, the proposal is not part of any plan by the Xerox Board to recommend or implement a series of anti-takeover measures.

Additionally, the Xerox restated certificate of incorporation and the Xerox bylaws presently contain other provisions that could have anti-takeover effects. These provisions include the authority of the Xerox Board to

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issue shares of preferred stock and to fix the relative rights and preferences of the preferred stock without shareholder approval, the fact that directors serving on the Xerox Board may only be removed for “cause” under New York State law, and certain notice procedures to be complied with by shareholders in order to make shareholder proposals or nominate directors.

If a combination with HP and Xerox is not consummated, then the authorized share amendment will not go into effect.

Xerox Shareholder Approval Condition to the Offer

Xerox shareholder approval of the authorized share amendment is a condition to our completing the acquisition of HP through the offer (including on a negotiated basis).

For a summary of our reasons for recommending approval of the authorized share amendment and pursuing the offer, see “The Offer — Reasons for the Offer” on page 29.

The foregoing description of the authorized share amendment does not purport to be complete and is qualified in its entirety by reference to the form of the text of the authorized share amendment, which is attached as Annex A to this proxy statement.

The Independent Directors unanimously recommend a vote

“FOR”

the amendment to the Xerox restated certificate of incorporation to increase the number of authorized shares of Xerox common stock

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PROPOSAL 3 — ADJOURNMENT OF THE MEETING

If there are insufficient votes at the time of the special meeting to approve proposals 1 and 2 we may propose to adjourn the special meeting for the purpose of soliciting additional proxies to approve proposals 1 and 2. We currently do not intend to propose adjournment at the special meeting if there are sufficient votes to approve proposals 1 and 2. The Independent Directors believe the adjournment proposal to be in the best interests of Xerox and its shareholders.

To be adopted, the adjournment proposal must be approved by a majority of the votes cast in favor of such action at the special meeting.

The Independent Directors unanimously recommend a vote

“FOR”

the adjournment of the special meeting if there are insufficient votes at the time of the special meeting represented in person or by proxy to approve proposals 1 and 2

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INFORMATION ABOUT THE COMPANIES

Xerox

Xerox is a workplace technology company, building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and physical platforms, we deliver a seamless, secure and sustainable experience. Whether inventing the copier, the Ethernet, the laser printer or more, Xerox has long defined the modern work experience and continues to do so with investments in artificial intelligence (AI), sensors and services for Internet of Things (IoT), digital packaging, 3-D printing and Clean Technologies (cleantech).

Xerox’s principal executive offices are located at P.O. Box 4505, 201 Merritt 7, Norwalk, Connecticut 06851-1056, and its telephone number at that location is (203) 968-3000.

On July 31, 2019, Xerox Corporation completed a reorganization, which we refer to as the Reorganization, of its corporate structure into a holding company structure. As a result of the Reorganization, Xerox Corporation became a direct, wholly-owned subsidiary of Xerox. The business operations, directors and executive officers of Xerox and Xerox Corporation did not change in connection with the Reorganization. In the Reorganization, shareholders of Xerox Corporation (the predecessor publicly held parent company) became shareholders of Xerox on a one-for-one basis, maintaining the same number of shares and ownership percentage as held in Xerox Corporation immediately prior to the Reorganization. In addition, the individual holder of the shares of Xerox Corporation’s Series B Preferred Stock exchanged those shares for the same number of shares of Xerox Series A Preferred Stock. Each share of Xerox Series A Preferred Stock has the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions as the shares of Xerox Corporation’s Series B Preferred Stock, with the addition of certain voting rights. In connection with the Reorganization, Xerox assumed each of Xerox Corporation’s stock plans, all unexercised and unexpired options to purchase Xerox Corporation common stock and each right to acquire or vest in a share of Xerox Corporation common stock, including restricted stock unit awards, performance share awards and deferred stock units that were outstanding under the Xerox Corporation stock plans.

Additional information concerning Xerox is included in the Xerox reports incorporated by reference in this proxy statement. See the section in this proxy statement entitled “Where You Can Find More Information.”

Purchaser

Purchaser is a Delaware corporation incorporated on January 31, 2020, with principal executive offices at P.O. Box 4505, 201 Merritt 7, Norwalk, Connecticut 06851-1056. The telephone number of Purchaser’s principal executive offices is (203) 968-3000. Purchaser is a wholly owned subsidiary of Xerox that was formed to facilitate the transactions contemplated by the acquisition of HP. Purchaser has engaged in no activities to date and has no material assets or liabilities of any kind, in each case other than those incidental to its formation and its activities and obligations in connection with the offer.

HP

HP is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses and large enterprises, including customers in the government, health and education sectors.

HP was incorporated in 1947 under the laws of the state of California as the successor to a partnership founded in 1939 by William R. Hewlett and David Packard. Effective in May 1998, HP changed its state of incorporation from California to Delaware. HP’s principal executive offices are located at 1501 Page Mill Road, Palo Alto, California, and its telephone number at that location is (650) 857-1501.

Additional information concerning HP is included in the HP reports incorporated by reference in this proxy statement. See the section in this proxy statement entitled “Where You Can Find More Information.”

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BACKGROUND OF THE OFFER

In January 2019, John Visentin, Vice Chairman and Chief Executive Officer of Xerox, had dinner with Dion Weisler, then President & Chief Executive Officer of HP. At that dinner and from time to time in the months that followed, Mr. Visentin and Mr. Weisler would speak about, among other things, the unique challenges of being CEO of a public company. Mr. Weisler expressed particular interest in how a board of directors functioned when a company had a large activist involved or was owned or controlled by a private equity fund. Mr. Visentin explained several advantages in each scenario, all of which primarily derived from a greater focus on results over politics. Mr. Weisler often expressed frustration with certain members of the HP Board, whom he said preferred listening to the sound of their own voice more than helping to facilitate effective and efficient strategic decision-making. During certain of these conversations, Mr. Weisler and Mr. Visentin compared notes about different initiatives the two had employed to evolve company culture. Mr. Weisler expressed particular concern about his senior leadership team, which we refer to as his SLT. In one instance after poor quarterly results caused a precipitous stock price drop, Mr. Weisler attempted to rally the SLT and was outraged when he received questions from the SLT about whether the poor results would impact bonuses.

In February 2019, Xerox announced a three-year strategic plan to optimize its operations, drive revenue, reenergize the company’s innovation engine and increase capital returns. As part of that plan, Xerox determined it would benefit from greater competitiveness among its various sourcing partners.

Throughout the first half of 2019, Xerox and HP engaged in negotiations about expanding the companies’ business relationship as part of a sourcing RFP process Xerox was conducting. From time to time during that process, Steve Bandrowczak, President and Chief Operations Officer of Xerox, spoke with Enrique Lores, then President of HP’s Imaging, Printing and Solutions business. Mr. Lores would frequently complain to Mr. Bandrowczak that Xerox kept asking for additional concessions from HP as part of negotiations. Mr. Bandrowczak informed Mr. Lores on multiple occasions of the criteria Xerox was using to make its decision and that as long as Xerox was an independent company his team would push for the best terms for its business.

On June 4, 2019, Xerox and HP announced an expansion of the companies’ existing business relationship, in which, among other matters, Xerox would source from HP certain A4 and entry-level A3 products, and Xerox would supply toner to HP for these and other products. The companies also announced an agreement to partner in the Device as a Service (DaaS) market and for HP to make Xerox’s cloud-based content management platform DocuShare^® Flex available on commercial PCs distributed in the U.S.

From June 2019 through the date of the offer to exchange, representatives of Xerox and HP regularly communicated regarding implementation of the companies’ expanded business relationship and related operational matters.

Throughout the summer of 2019, Mr. Bandrowczak and Louie Pastor, Executive Vice President & General Counsel of Xerox, had weekly video conferences with their counterparts from FUJIFILM Holdings Corporation, which we refer to as FUJIFILM, and Fuji Xerox Co., Ltd., the then joint venture between Xerox and FUJIFILM, which we refer to as Fuji Xerox, to negotiate a restructuring of the parties’ strategic relationship.

On August 12, 2019, Carl C. Icahn, who at the time beneficially owned approximately 10% of Xerox’s common stock, called Mr. Visentin to inform him he had acquired beneficial ownership of approximately 4% of the outstanding HP common stock. Mr. Icahn also told Mr. Visentin he believed a combination of Xerox and HP could create tremendous value for shareholders and that Mr. Icahn had called and expressed this same opinion to Mr. Weisler earlier in the day. Mr. Visentin told Mr. Icahn he too believed a properly structured and executed combination of the two companies could create tremendous value.

Following the call, at Mr. Icahn’s request, Mr. Visentin sent Keith Cozza, Chairman of the Xerox Board, who is also Chief Executive Officer of Icahn Enterprises, certain materials initially prepared by the Xerox M&A team in May 2019 contemplating a Xerox acquisition of HP and potential cost synergies created in a combination.

On August 22, 2019, HP unexpectedly announced Mr. Weisler would step down as President & Chief Executive Officer due to a family health matter and that the HP Board had appointed Mr. Lores to succeed Mr. Weisler effective November 1, 2019. HP also announced Mr. Weisler would remain at HP through January 2020 and continue to serve on the HP Board until HP’s next annual meeting of stockholders.

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On August 23, 2019, Mr. Bandrowczak spoke with Mr. Lores to congratulate him on becoming President & Chief Executive Officer of HP. At that time, Mr. Lores informed Mr. Bandrowczak HP was interested in discussing a potential business combination with Xerox and that Mr. Weisler would be in touch with Mr. Visentin to discuss process.

On August 27, 2019, Mr. Visentin spoke with Mr. Weisler regarding his decision to step down as HP’s President and CEO. During that conversation, Messrs. Visentin and Weisler discussed the strategic rationale for a potential business combination but did not discuss any purchase price or definitive transaction structure. Messrs. Visentin and Weisler agreed to discuss the matter at a previously scheduled breakfast in early September and to connect their respective general counsels in the interim to arrange a meeting to discuss certain “threshold due diligence questions” Mr. Weisler sent to Mr. Visentin via email the day before.

Notably, not one of the “threshold due diligence questions” sent by Mr. Weisler asked about the trajectory of Xerox’s revenue.

On September 3, 2019, the Xerox Board met with members of Xerox’s senior management and representatives of King & Spalding LLP, Xerox’s legal counsel, which we refer to as K&S. At the meeting, Mr. Visentin informed the Xerox Board of his conversation with Mr. Weisler. Mr. Visentin also advised the Xerox Board Mr. Icahn had recently informed Xerox he had acquired beneficial ownership of approximately 4% of the outstanding HP common stock. Mr. Pastor and representatives of K&S then discussed certain legal matters, including the importance of identifying and appropriately managing any potential conflicts of interest on the part of the Xerox Board or its advisors in relation to a potential transaction with HP. In light of Mr. Icahn’s ownership of stock in both Xerox and HP, the Xerox Board determined that, if a transaction process with HP were to proceed, Icahn Designees, should be recused from the process and from any vote of the Xerox Board regarding a potential transaction because they are employees of entities controlled by Mr. Icahn. However, the Xerox Board requested the Icahn Designees remain available to participate in any deliberations at the discretion of the Xerox Board. The Icahn Designees agreed with this recusal. In addition, representatives of K&S and Mr. Pastor discussed with the Xerox Board the engagement of an additional legal counsel to advise the Independent Directors, if any transaction discussions with HP were to proceed. Mr. Pastor recommended Xerox retain Willkie Farr & Gallagher LLP, which we refer to as Willkie, as counsel to the Independent Directors because, among other reasons, Willkie had particular familiarity with Xerox and its directors since the firm was representing Xerox in connection with the then-pending M&A litigation brought against Xerox by FUJIFILM and certain related shareholder litigation. Following discussion, the Xerox Board authorized Mr. Visentin to continue discussions with Mr. Weisler regarding a potential business combination with HP.

During late August/early September 2019, Mr. Pastor worked with Kim Rivera, HP’s President of Strategy and Business Management and Chief Legal Officer, to coordinate a meeting between a few high-level executives from their respective companies, scheduled for September 12, 2019.

On September 4, 2019, Mr. Visentin had breakfast with Mr. Weisler. Mr. Visentin informed Mr. Weisler the Xerox management team was preparing materials to discuss the threshold diligence questions previously sent by Mr. Weisler and had also prepared models and materials on various potential strategic acquisitions, including Xerox purchasing HP. Mr. Weisler asked questions about how Xerox had modelled an acquisition of HP since HP was a much larger company. Mr. Visentin acknowledged an HP acquisition of Xerox would be more straightforward given the companies’ relative sizes, but Mr. Visentin also emphasized a Xerox acquisition of HP would be highly accretive for Xerox shareholders despite increasing leverage for a limited period of time. Mr. Visentin offered to have his team include one of the HP models in the materials for the meeting scheduled for September 12, 2019, which Mr. Weisler said would be helpful.

On September 9, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met with members of senior management and representatives of K&S in attendance. At the meeting, Mr. Visentin updated the Xerox Board on his breakfast meeting with Mr. Weisler and advised the Xerox Board that certain members of Xerox’s senior management were scheduled to meet with their counterparts from HP on September 12, 2019 to discuss certain preliminary diligence matters concerning a potential transaction. Mr. Pastor reviewed with the Xerox Board the materials senior management anticipated sharing at the meeting with HP. At this meeting, the Independent Directors met separately with members of senior management and

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representatives from K&S. The Independent Directors also discussed the retention of Willkie as legal counsel to the Independent Directors.

On September 10, 2019, the Independent Directors retained Willkie as legal counsel.

On September 12, 2019, Mr. Bandrowczak, Mr. Pastor and Nicole Torraco, Senior Vice President, Strategy and M&A of Xerox, met in person with Tuan Tran, General Manager and Global Head Office Printing Solutions of HP, Ms. Rivera, and Peter Barshatsky, Global Head of Strategy and Corporate Development of HP, to discuss the threshold due diligence questions Mr. Weisler had provided to Mr. Visentin. Mr. Bandrowczak discussed the potential cost and revenue synergies at length and in detail and emphasized that the value creation opportunity was very significant and therefore required efficient decision-making and action. Mr. Tran and Ms. Rivera expressed strong agreement with those points, especially the size, scope and scale of the synergies, but also indicated they had reservations about doing M&A in light of (i) challenges HP was facing integrating Samsung’s Print business, (ii) limitations HP had agreed to in terms of doing business in China and (iii) restrictions contained in HP’s agreements with Canon, which they were not comfortable sharing with Xerox. Mr. Bandrowczak emphasized mutual diligence would allow both parties to fully validate and refine, if necessary, the synergies and map out an execution plan quickly and reliably. Mr. Bandrowczak also emphasized Xerox could move forward unilaterally if HP was not willing to move forward in a collaborative manner.

Notably, over the course of a six-hour session that day, there were few, if any, questions raised by HP executives about Xerox’s revenue trajectory.

On September 13, 2019, at the request of HP, representatives of K&S and Willkie spoke with HP’s outside counsel regarding regulatory matters and the FUJIFILM M&A litigation.

On September 17, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met, with members of senior management and representatives of K&S and Willkie in attendance. At the meeting, Mr. Pastor updated the Xerox Board on the September 12, 2019 senior management meeting and the subsequent conversations among the companies’ legal counsel.

On September 27, 2019, Ms. Rivera called Mr. Pastor and informed him that HP had additional follow-up diligence questions that needed answers before HP would be prepared to discuss a transaction structure, relative valuations or a process that would involve Xerox conducting due diligence of HP.

On September 28, 2019, Ms. Rivera sent Mr. Pastor a five page list of additional “threshold” diligence questions, many of which requested information that was highly competitively sensitive.

On October 1, 2019, Mr. Bandrowczak, Mr. Pastor and Ms. Torraco met with members of senior management of HP via videoconference to discuss the list Ms. Rivera provided. Messrs. Bandrowczak and Pastor and Ms. Torraco responded to many of the questions from HP but declined to provide information that was competitively sensitive. Messrs. Bandrowczak and Pastor challenged HP’s expectation that Xerox would provide competitively sensitive information about its operations and results before HP would discuss transaction structure or agree to provide corresponding information about HP’s operations and performance, which was necessary to fully validate and map out the synergies. Mr. Pastor informed the members of HP management that he believed the Xerox Board would authorize the Xerox team to provide HP with access to all of Xerox’s information if the parties could execute a confidentiality agreement that contemplated mutual diligence and only permitted clean teams to access competitively sensitive information.

On October 3, 2019, HP held a securities analyst meeting at which it announced a 2020 restructuring plan contemplating a reduction in its gross global headcount by approximately 7,000-9,000 employees over three years at a cost of $1.0 billion, which was expected to result in annualized gross run rate savings of about $1.0 billion by the end of HP’s 2022 fiscal year. HP also announced that, on September 30, 2019, the HP Board had authorized $5.0 billion for future repurchases of its outstanding shares.

On October 4, 2019, Mr. Weisler communicated to Mr. Visentin that HP was willing to continue discussions but would not be prepared to discuss transaction structure or relative valuations until it had completed three to four months of diligence of Xerox’s operations during which time HP would not permit Xerox to conduct due diligence of HP’s operations.

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On October 8, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met with members of senior management and representatives of K&S and Willkie in attendance. At the meeting, Mr. Visentin updated the Xerox Board on his conversation with Mr. Weisler. Mr. Visentin informed the Xerox Board that, despite Xerox and HP agreeing on the industrial logic of a potential business combination, HP was unwilling to commit to defining a clear path forward that would allow both companies to evaluate and potentially execute a transaction in a timely manner. The Xerox Board determined Xerox should not continue discussions with HP or grant HP access to any additional due diligence materials unless HP either (i) provided a proposed transaction structure and range of relative values that the Xerox Board determined was sufficiently attractive or (ii) agreed to provide Xerox with mutual access to diligence HP’s operations. Given the extensive analyses undertaken by the Xerox management team, especially in respect of the significant synergy opportunity and the accretion to Xerox shareholders of a potential transaction, the Xerox Board requested Mr. Visentin and senior management continue ongoing internal analyses about the feasibility of Xerox acquiring HP. Also at the meeting, Mr. Pastor updated the Xerox Board about ongoing discussions with FUJIFILM and Fuji Xerox regarding a potential restructuring of the parties’ relationships.

On October 10, 2019, Mr. Visentin informed Mr. Weisler the Xerox Board had decided Xerox should not continue discussions with HP or grant HP access to any additional due diligence materials unless HP either (i) provided a proposed transaction structure and range of relative values that the Xerox Board determined was sufficiently attractive or (ii) agreed to provide Xerox with mutual access to diligence HP’s operations. Mr. Weisler said HP was not willing to do either.

During the weeks of October 13, 2019 and October 20, 2019, Mr. Bandrowczak, Mr. Pastor and other Xerox representatives and representatives of K&S met in New York and Tokyo with representatives of FUJIFILM, Fuji Xerox and their respective advisors to negotiate a transaction involving Xerox’s stake in Fuji Xerox.

Effective as of October 23, 2019, Xerox formally retained Citi as its financial advisor in connection with a possible transaction involving HP.

On October 24, 2019, the Xerox Board (including the Icahn Designees at the discretion of the Independent Directors) met with members of senior management and representatives of K&S, Willkie and Citi in attendance. Mr. Bandrowczak and Mr. Pastor provided an update to the board regarding the joint venture negotiations with FUJIFILM and Fuji Xerox. The Xerox Board authorized Xerox management, with the advice and assistance of Xerox’s advisors, to continue negotiations and finalize the terms of the proposed transactions with FUJIFILM and Fuji Xerox, subject to the final approval of the Xerox Board. Also at the meeting, representatives of Citi reviewed preliminary financial analyses regarding a potential business combination transaction with HP. Following Citi’s presentation, the Xerox Board met separately without the Icahn Designees and discussed the process for potentially making an offer to acquire HP, overall direction and authority of Mr. Visentin regarding negotiations and the potential outcomes of making an offer to acquire HP. The Independent Directors authorized Xerox management, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors, to continue to assess the feasibility and potential terms of an offer to acquire HP.

In late October and early November 2019, Xerox management, with the advice and assistance of Xerox’s advisors, continued negotiations with FUJIFILM and Fuji Xerox regarding the sale of Xerox’s stake in Fuji Xerox and, upon completion thereof, presented proposed final transaction documents to the Xerox Board, which subsequently approved the transactions. During the same period, Xerox management, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors continued to assess the feasibility and potential terms of an offer to acquire HP.

Early in the morning of November 5, 2019, Xerox announced it had entered into agreements with FUJIFILM and Fuji Xerox regarding a series of transactions for anticipated aggregate proceeds of approximately $2.3 billion involving the sale of its interests in certain joint ventures with FUJIFILM, a new go-forward sourcing framework and the granting of certain licenses for new royalties. FUJIFILM also agreed to dismiss the $1 billion lawsuit FUJIFILM filed against Xerox in connection with the terminated 2018 transaction between FUJIFILM and Xerox.

Also on November 5, 2019, the Independent Directors met with members of senior management and representatives of K&S, Willkie and Citi. At the start of the meeting, Mr. Pastor explained that the Icahn

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Designees had not been invited to the meeting because Xerox’s evaluation of the HP transaction had progressed to the point that the Xerox Board was being asked to consider and authorize a proposed offer for HP. During the meeting, the Independent Directors reviewed, considered and discussed the terms of the proposed offer to HP and the Independent Directors approved the terms of the offer and its delivery to HP that day.

Following the meeting, Mr. Visentin spoke with Mr. Weisler by telephone to advise him Xerox was making an offer for the acquisition of HP. That offer contemplated $22.00 per share of consideration, comprised of $17.00 in cash and 0.137 Xerox shares for each HP share, which represented a 29% premium to HP’s 30-day volume weighted average trading price of $17.00, excluding the value of shared synergies. Mr. Visentin advised Mr. Weisler the transaction would not be subject to a financing condition, emphasized the desire of the Xerox Board to move forward efficiently in a friendly, collaborative process and requested a response by the close of business on November 13, 2019. Following the call, Mr. Visentin sent the definitive written offer to Mr. Weisler.

Late in the evening on November 5, 2019, The Wall Street Journal published an article reporting that Xerox was considering a takeover of HP.

On November 6, 2019, HP issued a statement confirming its receipt of a proposal from Xerox.

On November 8, 2019, Xerox announced it had closed its previously announced transactions with FUJIFILM and Fuji Xerox, with total after-tax proceeds of approximately $2.3 billion.

On November 13, 2019, Mr. Lores’s assistant telephoned Mr. Visentin’s assistant to arrange a call. A call was arranged between Mr. Lores and Mr. Visentin for November 14, 2019.

Also on November 13, 2019, The Wall Street Journal published an article that reported Mr. Icahn owned a 4.24% stake in HP.

On November 14, 2019, Mr. Lores and Mr. Visentin spoke by telephone. Mr. Lores said HP was reviewing Xerox’s proposal but needed additional time to complete the analysis. Mr. Lores also informed Mr. Visentin that when he was unable to reach Mr. Visentin the prior evening, he had called Mr. Icahn. Mr. Lores stated he informed Mr. Icahn HP was taking the offer seriously but needed more time to evaluate the offer. Mr. Visentin told Mr. Lores Mr. Icahn was not authorized to speak on behalf of Xerox and only the Xerox Board or its designated representatives were authorized to speak on behalf of Xerox. Mr. Lores requested Xerox confirm the offer remained valid even though by its terms it expired on November 13, 2019.

Later in the day on November 14, 2019, the Independent Directors met, with members of senior management and representatives of K&S and Willkie in attendance. At the meeting, the Independent Directors determined to extend the deadline of the offer and authorized Mr. Visentin to first extend the deadline to Monday, November 18, 2019 with the ability to further extend the deadline by up to two days in his discretion. Mr. Visentin informed Mr. Lores of this extension following this meeting.

On November 17, 2019, Mr. Lores and Chip Bergh, HP’s Chairman, sent a letter to Mr. Visentin stating the HP Board had reviewed and considered Xerox’s offer and unanimously concluded it significantly undervalued HP and was not in the best interests of HP shareholders. The letter also stated HP recognized the potential benefits of consolidation and was open to exploring whether there is value to be created for HP shareholders through a potential combination with Xerox. HP also issued a press release that included the full text of both HP’s letter and the November 5, 2019 offer letter from Xerox.

Late in the day on November 17, 2019, Mr. Icahn advised Mr. Visentin that he had spoken with Mr. Lores and Mr. Lores stated HP was interested in commencing diligence on Xerox but was not prepared to allow Xerox to conduct reciprocal diligence on HP. Mr. Icahn advised Mr. Visentin he told Mr. Lores that, in Mr. Icahn’s opinion, any negotiated process for a business combination of the type being discussed required mutual diligence.

On November 21, 2019, Mr. Visentin sent a letter to Mr. Bergh and Mr. Lores in which Xerox expressed surprise at HP’s rejection of its proposal, noted HP’s acknowledgment of the merits of a potential business combination and emphasized the need for a clear path forward on mutual due diligence. In the letter, Xerox sought agreement

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on mutual confirmatory due diligence to support a friendly combination by 5:00 p.m. EST on Monday, November 25, 2019, and also stated it would take its compelling case to create superior value for Xerox and HP shareholders directly to HP shareholders. Xerox also issued a press release that included the full text of the letter.

On November 24, 2019, Mr. Lores called Mr. Visentin to ask if Xerox was willing to allow HP to conduct due diligence on Xerox. Mr. Visentin reiterated Xerox’s willingness to engage in mutual due diligence, but Mr. Lores indicated HP was only willing to engage in one-way diligence. Shortly after that call, Mr. Bergh and Mr. Lores sent a letter to Mr. Visentin in which HP reiterated its rejection of Xerox’s proposal. The letter also stated HP remained prepared to study the potential value of a combination but would not permit mutual due diligence. HP also issued a press release on November 24, 2019 that included the full text of the letter.

Late in the day on November 24, 2019, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. Mr. Visentin and Mr. Pastor provided an update to the Independent Directors regarding the interactions with HP and sought direction from the Independent Directors regarding next steps. Mr. Visentin noted to the Independent Directors that the call with Mr. Lores appeared to be highly scripted. At the meeting, the Independent Directors authorized Mr. Visentin to respond to the letter from Mr. Bergh and Mr. Lores and to work with Xerox’s management team and advisors to develop materials to support direct outreach to solicit the input of investors, including HP’s shareholders.

On November 26, 2019, Mr. Visentin sent a letter to Mr. Bergh and Mr. Lores in which Xerox reiterated the compelling nature and potential benefits of its proposal, refuted certain statements made by HP in its prior letter and indicated its plan to engage directly with investors, including HP shareholders, to solicit their support in urging the HP Board to pursue the transaction. Xerox also issued a press release on November 26, 2019 that included the full text of the letter.

In late November and early December 2019, Xerox management, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors, developed materials to support outreach efforts to investors, including shareholders of HP.

On December 9, 2019, representatives of Xerox began meeting with investors, including shareholders of HP, to discuss Xerox’s proposal to acquire HP using a presentation that was disclosed under cover of a Current Report on Form 8-K.

On December 11, 2019, prior to a regularly scheduled board meeting, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, Mr. Visentin updated the Independent Directors on preliminary feedback from his meetings with investors, including shareholders of HP. The Independent Directors considered and discussed with the advisors a variety of strategic considerations and potential next steps regarding a business combination transaction with HP, including obtaining fully committed financing to support Xerox’s offer and the process for identifying, vetting and selecting candidates to potentially be nominated by Xerox for election as independent directors of HP.

In late December 2019 and early January 2020, representatives of Xerox, with the advice and assistance of Xerox’s advisors and counsel to the Independent Directors: continued meeting with investors, including shareholders of HP; negotiated a fully committed financing package; and began outreach to candidates to potentially be nominated by Xerox for election as independent directors of HP.

On January 5, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, Mr. Pastor updated the Independent Directors on the status of identifying and vetting candidates to potentially be nominated by Xerox for election as independent directors of HP and summarized feedback from investors, including shareholders of HP, regarding the proposed transaction. Also at the meeting, the Independent Directors approved binding financing commitments for $24 billion.

On January 6, 2020, Mr. Visentin sent a letter to Mr. Bergh and Mr. Lores advising that Xerox had been engaged in constructive dialogue with many of HP’s largest shareholders regarding the strategic benefits of its proposal to acquire HP; confirming Xerox had obtained $24 billion in binding debt financing commitments; and reiterating his offer to meet in person with Mr. Bergh and Mr. Lores to begin negotiating the transaction. Xerox also issued a press release that included the full text of the letter.

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On January 8, 2020, Mr. Bergh and Mr. Lores sent a letter to Mr. Visentin in which HP reiterated its rejection of — and refusal to discuss — Xerox’s proposal. HP also issued a press release that included the full text of the letter.

On January 16, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. The Independent Directors discussed a variety of strategic considerations and potential next steps regarding a business combination transaction with HP, including the status of identifying, vetting and selecting candidates to potentially be nominated by Xerox for election as independent directors of HP.

On January 22, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, the Independent Directors considered and selected 11 independent candidates and four alternate candidates as potential nominees to replace the HP Board at HP’s 2020 Annual Meeting of Stockholders.

On January 23, 2020, Xerox provided notice to HP of its intent to nominate 11 independent candidates to replace the HP Board at HP’s 2020 Annual Meeting of Stockholders. Xerox also issued a press release announcing it had submitted the notice. Later that day, HP issued a statement acknowledging receipt of the nomination notice from Xerox, and stating that it would review the proposed Xerox nominees and respond in due course.

On January 28, 2020, Xerox issued a press release announcing its fourth-quarter and full-year 2019 financial results and 2020 guidance consistent with its three-year plan, which results beat market expectations on every measure, including full-year consensus for revenue, adjusted EPS, free cash flow and adjusted operating margin.

On February 1, 2020, the Independent Directors met, with members of Xerox’s senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, Mr. Visentin and Mr. Pastor updated the Independent Directors on engagement with and feedback from management’s meetings with Xerox and HP stockholders. The Independent Directors also discussed the possibility of increasing its proposed offer price for HP, authorized Mr. Visentin to work with Xerox’s management team and advisors concerning a possible increase, and directed management to pursue the engagement of a financial advisor to the Independent Directors.

During the week of February 2, 2020, Xerox’s management team and advisors continued to work on a possible increase to its proposed offer price for HP. Xerox’s management and counsel to the Independent Directors also held a series of calls with potential financial advisors to the Independent Directors. The Independent Directors also held calls with two potential financial advisors that were recommended by management and counsel to the Independent Directors. On February 3, 2020, the Independent Directors authorized management to proceed with the retention of Moelis & Company LLC (which we refer to as Moelis) as a financial advisor to the Independent Directors.

On February 9, 2020, the Independent Directors met, with members of senior management and representatives of K&S, Willkie and Citi in attendance. At the meeting, the Independent Directors formally approved the retention of Moelis as financial advisor to the Independent Directors and, thereafter, representatives of Moelis were invited to join the meeting. The Independent Directors considered and discussed with its advisors a potential increase in the proposed offer price for HP to $24 per share, consisting of $18.40 in cash and 0.149 Xerox shares for each HP share (based on Xerox’s closing share price of $37.68 on February 6, 2020). During the discussion, Mr. Visentin and Mr. Pastor updated the Independent Directors on engagement with and feedback from Xerox shareholders, including, but not limited to, Mr. Icahn and Darwin Deason, regarding a potential increase. Following discussion, the Independent Directors determined to increase the offer price to $24 per share.

On February 10, 2020, Xerox issued a press release announcing the increased offer price of $24 per share and its intention to commence a tender offer for each share of HP common stock on or around March 2, 2020.

On February 11, 2020, HP issued a press release announcing it would release its first quarter 2020 financial results on February 24, 2020. At that time, HP said it would share additional information about its plan before responding to Xerox’s February 10, 2020 press release.

On February 20, 2020, following Xerox’s confirmation of its intention to commence a tender offer, HP announced it had adopted a shareholder rights plan, commonly known as a “poison pill.”

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On February 21, 2020, Xerox issued a statement regarding HP’s poison pill, in which it stated its belief the HP Board adopted a poison pill because Xerox’s offer is receiving overwhelming support from HP stockholders and that Xerox intended to press ahead with the previously announced tender offer and electing its slate of independent director candidates to the HP Board.

On February 21, 2020, a representative of Guggenheim Securities, LLC, which we refer to as Guggenheim, one of HP’s financial advisors, called a representative of Citi to inquire about the possibility of arranging a meeting to explore a combination and the basis on which HP and Xerox might have a discussion about a combination.

After market hours on February 24, 2020, HP issued two press releases: one announcing its first-quarter 2020 financial results; and the other detailing a new, multi-year strategic and financial value creation plan. HP’s new plan referenced its plan announced on October 3, 2019 and indicated that it expects approximately $650 million of annualized gross run rate savings (rather than the $1 billion previously announced as part its October 3, 2019 plan) to flow through to its projected non-GAAP operating profit growth. HP also announced that the HP Board had increased its total share repurchase authorization to $15 billion, up from the $5 billion share repurchase authorization announced on October 3, 2019, indicating that $8 billion of such repurchases were targeted to occur over 12 months, following HP’s 2020 annual meeting of stockholders. In its release, HP stated it believes in the merit of industry consolidation, while dismissing Xerox’s proposal, among other things, as “meaningfully undervaluing” HP, but stated HP was reaching out to Xerox to “explore if there is a combination that creates value for HP stockholders that is additive to HP’s strategic and financial plan.” Mr. Lores sent an e-mail to Mr. Visentin in which he suggested a meeting to explore the possibility of a business combination transaction and said his office would separately reach out to Mr. Visentin’s office regarding logistics.

On February 25, 2020, Mr. Lores’s office reached out to Mr. Visentin’s office and a telephone call was scheduled for the week of March 2, 2020.

On February 27, 2020, the Independent Directors met, with members of Xerox’s senior management and representatives of K&S, Willkie, Citi and Moelis in attendance. At the meeting, the Independent Directors considered and discussed with the advisors recent actions by HP and potential next steps. Following discussion, the Independent Directors formally approved the commencement of the offer to exchange on or about March 2, 2020.

Also on February 27, 2020, HP announced it was expanding the size of the HP Board and appointing Richard Clemmer, CEO and Executive Director of NXP Semiconductors N.V., to fill the resulting vacancy. HP also provided notice to Xerox it had 10 days to nominate an additional candidate in connection with HP’s 2020 Annual Meeting of Stockholders, the date of which has not yet been announced.

HP also filed on February 27, 2020 a preliminary proxy statement related to HP’s 2020 Annual Meeting of Stockholders in which it provided a background summary describing contacts between HP and Xerox in connection with its solicitation that Xerox believes misrepresents the facts.

Following HP’s actions on February 27, 2020, Xerox issued the following statement: “In the last week, HP adopted a poison pill, expanded the size of its Board and misrepresented the discussions that led to our offer, none of which will create value for shareholders. We’ve made a compelling offer, and HP should let shareholders decide what is in their own best interest without artificial constraints or factual distortions.”

On March 2, 2020, Xerox published an advertisement in The Wall Street Journal, issued a press release and took other required steps to commence a tender offer to acquire all outstanding shares of HP. The full terms, conditions and other details of the Offer are set forth in the offering documents that Xerox filed on March 2, 2020 with the SEC.

On March 2, 2020, Xerox also announced that it had entered into an amended and restated commitment letter to add MUFG Bank, Ltd., PNC Bank, National Association, PNC Capital Markets LLC, Credit Agricole Corporate and Investment Bank, Truist Bank and SunTrust Robinson Humphrey, Inc. as commitment parties to provide a portion of the financing along with Citigroup Global Markets Inc., Mizuho Bank, Ltd. and Bank of America, N.A. under its previously confirmed $24 billion in binding financing commitments (that are not subject to any due diligence condition).

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On March 3, 2020, Mr. Visentin and Mr. Pastor spoke with Mr. Lores and Ruairidh “Rory” Ross, Deputy General Counsel of HP, via telephone. Mr. Lores stated that he would like to arrange an in-person meeting to have an “in depth conversation” about the three concerns HP identified publicly regarding Xerox’s proposed offer: value exchange; capital structure; and synergies. Mr. Lores said that if Xerox and HP could reach alignment on these three items, it would be easier to explore and discuss options to combine the two companies. Mr. Visentin responded that Xerox had already made an offer to combine the companies that Xerox believes HP stockholders support, and had no intention of deviating from the course and timeline of the offer, but added that Xerox would be willing to meet and listen if HP has an offer or proposal that it believes addresses their concerns and creates value for Xerox shareholders. Mr. Visentin said that he would revert to Mr. Lores regarding scheduling a meeting for the following week.

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INTERESTS OF XEROX AND XEROX’S

EXECUTIVE OFFICERS AND DIRECTORS IN THE PROPOSALS

Except as set forth in this proxy statement, neither we nor, to the best of our knowledge, any of our directors, executive officers or other affiliates has any contract, arrangement, understanding or relationship with any other person with respect to the proposals, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies.

As of the date of the offer, Xerox directly owns ten shares of HP common stock and for purposes of the Exchange Act beneficially owns ten shares of HP common stock, representing less than 1% of the outstanding shares of HP common stock. The ten shares were acquired by Xerox through an ordinary brokerage transaction on the open market.

Carl C. Icahn, who may be deemed an affiliate of Xerox owns, through entities directly or indirectly controlled by him, 62,902,970 shares of HP common stock, representing approximately 4.39% of the outstanding shares of HP common stock. This information is based solely on the Form 13-F, filed on November 14, 2019, by Mr. Icahn and represents the most recent data available to Xerox. In addition, Xerox directors Keith Cozza and Nicholas Graziano are employees of entities controlled by Mr. Icahn; see however the section entitled “Background of the Offer” for a discussion of the recusal of Messrs. Cozza and Graziano from the process and any vote of the Xerox Board regarding a potential transaction with HP.

We do not believe that the offer and the second-step merger will result in a change in control under any of Xerox’s equity plans or any agreement between Xerox and any of its employees. As a result, no stock options or other outstanding equity awards held by such persons will vest as a result of the offer and the second-step merger, nor will any employee have any rights to enhanced severance payments or benefits upon certain types of terminations following the offer and the second-step merger.

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OWNERSHIP OF XEROX’S SECURITIES

Security Ownership of Certain Beneficial Owners

We are not aware of any person who, or group that, owns beneficially more than 5% of any class of the Company’s voting securities as of December 31, 2019, except as otherwise set forth below⁽¹⁾.

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Shares of common stock of the Company owned beneficially by the directors, each of our executive officers identified as “Named Executive Officers” under applicable securities laws and all directors and current executive officers as a group, as of February 29, 2020, were as follows.

Percent Owned by Directors and Executive Officers: Each director and executive officer beneficially owns less than 1% of the aggregate number of shares of common stock outstanding at February 29, 2020. The amount beneficially owned by all directors and executive officers as a group also amounted to less than 1%.

Amount Beneficially Owned: The numbers shown are the shares of common stock considered beneficially owned by the directors and executive officers in accordance with SEC rules. Shares of common stock which directors and executive officers had a right, within 60 days of February 29, 2020, to acquire upon the exercise of options or rights or upon vesting of performance share units or restricted stock units are included on a gross basis. Shares held in a grantor retained annuity trust or by family members and vested shares, the receipt of which have been deferred under one or more equity compensation programs, are also included. All of these are counted as outstanding for purposes of computing the percentage of common stock outstanding and beneficially owned by such person.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements give effect to the proposed business combination of HP and Xerox, including related financing, which we refer to as the transaction. For a summary of the proposed business combination, see the section of the offer to exchange titled “The Offer.”

The unaudited pro forma condensed combined statement of income for the year ended December 31, 2019 give effect to the transaction as if it occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of December 31, 2019 gives effect to the transaction as if it occurred on December 31, 2019.

Xerox and HP have different fiscal years. Xerox’s fiscal year ends on December 31, whereas HP’s fiscal year ends on October 31. The unaudited pro forma condensed combined financial statements for all periods have been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 Regulation S-X. Accordingly, the unaudited pro forma condensed combined statement of income for the year ended December 31, 2019 combines Xerox’s year ended December 31, 2019 with HP’s year ended October 31, 2019. The unaudited pro forma condensed combined balance sheet as of December 31, 2019 combines Xerox’s balance sheet as of December 31, 2019 with HP’s balance sheet as of October 31, 2019.

With respect to the proposed business combination of HP and Xerox it should be noted that Xerox is not affiliated with HP and has not had the cooperation of HP’s management or due diligence access to HP or its business or management in the preparation of these unaudited pro forma condensed combined financial statements. Xerox has not received, in connection with the proposed business combination, information from HP concerning its business and financial condition for any purpose, including preparing these unaudited pro forma condensed combined financial statements. Accordingly, these unaudited pro forma condensed combined financial statements have been prepared by Xerox based solely on publicly available information, including HP’s financial statements, analyst reports and investor presentations. Supplemental information and procedures may provide Xerox with additional information that could materially affect the purchase price allocation as well as the accompanying assumptions and pro forma adjustments. Disclosures are included in the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements to the extent certain limitations are identified, which may have a significant impact on the pro forma adjustments.

The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable, and (3) with respect to the statements of income, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements were based on and should be read in conjunction with the:

In addition, we considered certain information included in the separate unaudited consolidated condensed financial statements of HP as of and for the three months ended January 31, 2020 and the related notes, included in the HP 10-Q.

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the proposed business combination with HP been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company. Other than purchases and sales between the two companies, we are not aware of any other material transactions between Xerox and HP during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated (See Note 6 — Pro Forma Adjustments in Connection with the Proposed Business Combination with HP, item (A) for additional information regarding the relevant pro forma adjustment).

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The unaudited pro forma condensed combined financial statements are prepared with Xerox treated as the acquirer in the proposed business combination with HP. In determining the acquirer for accounting purposes, Xerox considered the five factors identified in Financial Accounting Standard Board, which we refer to as FASB, Accounting Standards Codification, which we refer to as ASC, Topic 805-10-55-12. The accounting for the proposed business combination with HP is dependent upon certain valuations that are provisional and are subject to change. As of the date of the registration statement of which the offer to exchange forms a part, Xerox has not performed the detailed valuation analyses necessary to arrive at the final estimates of the fair market value of the HP assets to be acquired and liabilities to be assumed and the related allocations of the consideration payable to HP stockholders in the offer and the second merger, which we refer to as the purchase price. However, as indicated in the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, Xerox has made certain adjustments to the historical book values of the assets and liabilities of HP to reflect preliminary estimates of the fair value of intangible assets acquired with the residual excess of the purchase price over the historical net assets of HP recorded as goodwill. Actual results will differ from those reflected in the Unaudited Pro Forma Condensed Combined Financial Statements once Xerox has determined the final purchase price and has completed the valuation analyses necessary to finalize the required purchase price allocations and identified any necessary conforming accounting changes or other acquisition-related adjustments for HP. Xerox will finalize these amounts as we obtain the information necessary to complete the measurement process. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will likely occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Xerox’s future results of operations and financial position.

In addition, the unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the proposed business combination with HP, the costs to integrate the operations of Xerox and HP or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

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UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME

See the accompanying notes to the unaudited pro forma condensed financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Note 6 — Pro Forma Adjustments in Connection with the Proposed Business Combination with HP.

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UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET