XEROX CORP

Our liquidity is primarily dependent on our ability to generate cash flows from operations, supplemented by availability under our ABL Facility, access to the capital markets and sales of finance receivables. As discussed below, our 2026 liquidity has been affected by lower profitability and lower proceeds from sales of finance receivables. We have responded with cost actions, the suspension of our dividends, and liability management transactions. Taking these factors into account, we believe that cash-on-hand, cash from operations, and availability under the ABL Facility will be sufficient to meet our cash requirements, including scheduled debt maturities and required prepayments, for at least the next twelve months from November 5, 2026, the date of this filing, without relying on additional capital markets transactions.

Our scheduled debt maturities in 2028 and 2029 include senior unsecured notes, the ABL Facility (in May 2028) and the Term Loan B Facility (in November 2029). We expect to address these through cash from operations, including sales of finance receivables, refinancings, and liability management transactions, which may include exchanges and repurchases. These transactions depend on market conditions, and the timing and terms of future transactions are uncertain.

We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Company's ABL Facility in amounts sufficient to enable us to repay our indebtedness or to fund our other liquidity needs. The following is a summary of our liquidity position:

•As of September 30, 2026 and December 31, 2025, total cash, cash equivalents and restricted cash of Xerox Holdings Corporation were $530 million and $565 million, respectively, and apart from restricted cash of $118 million and $53 million at September 30, 2026 and December 31, 2025, respectively, was readily accessible for use. The decrease of $35 million reflects net cash used in operating activities of $77 million and net cash used in investing activities of $57 million, both of which were partially offset by net cash provided by financing activities of $101 million, which includes the net impact of $66 million related to the IEEPA tariff receivables monetization.

•Total debt at September 30, 2026 was $4,220 million, of which $1,296 million is allocated to, and supports the Company's finance assets. The remaining debt of $2,924 million is attributable to the non-financing business and increased from $2,759 million at December 31, 2025. Debt at September 30, 2026 consists of senior secured and unsecured notes, convertible senior notes, borrowings under a Term Loan B facility, and senior secured term loans and Class A Units associated with a joint venture financing.

•In October 2026, the Company entered into an exchange support agreement with certain holders of Xerox Holdings Corporation's 5.50% Senior Notes due 2028 to commence an exchange transaction to exchange approximately $174 million of such notes for a combination of approximately $120 million aggregate principal of newly issued 10.25% First Lien Senior Secured Notes due 2030 of Xerox Corporation and approximately 3.9 million shares of common stock of Xerox Holdings Corporation, plus accrued and unpaid interest on the exchanged notes in cash. The transaction is expected to be consummated on or about November 13, 2026, subject to customary closing conditions. Upon closing, the Company's overall aggregate principal amount of debt is expected to be reduced by up to approximately $54 million, with maturity of approximately $120 million aggregate principal debt being extended from 2028 to 2030.

•In October 2026, the Board of Directors suspended the payment of dividends on our common stock and Series A Preferred Stock effective January 2027. The suspension is intended to preserve cash and enhance our financial flexibility, and is anticipated to conserve approximately $28 million of cash annually.

•During the second quarter of 2026, the Company entered into a sale agreement to sell its rights to its IEEPA tariff receivables of $105 million, for cash consideration of approximately $80 million, which is reported as a financing transaction in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2026. At September 30, 2026, a liability of $81 million was recorded on the Condensed Consolidated Balance Sheet in Financing liability – tariff receivables monetization. For the three and nine months ended September 30, 2026, approximately $14 million of the tariff refunds have been repaid to the purchaser of the tariff receivables, and approximately $17 million is held in restricted cash for the purchaser.

•In connection with the Joint Venture Arrangement with TPG during the first quarter 2026, XRX Brandco Holdings LLC (IPCo Holdings), a fully consolidated variable interest entity (VIE) of Xerox Corporation, as borrower, entered into a credit agreement with Alter Domus (US) LLC, as administrative and collateral agent, and certain lenders who provided $405 million aggregate principal amount of senior secured term loans (the Term Loans) (the Joint Venture Financing Arrangement). The Term Loans are accounted for as Debt in the Condensed Consolidated Balance Sheet of Xerox Corporation at September 30, 2026. The proceeds of the Joint Venture Financing Arrangement were distributed by dividend from IPCo Holdings to Xerox Corporation for general corporate purposes and opportunistically addressing Xerox Holdings’ capital structure over time (which may

Xerox 2026 Form 10-Q 68 include the redemption or payment of debt). Unless the Class A members elect to defer their redemptions, the Class A Units have a mandatory cumulative redemption in five years.

•During the nine months ended September 30, 2026, the Company repurchased approximately $194 million of its 5.50% Senior Unsecured Notes due 2028 and $6 million of its 13.50% Senior Secured Second Lien Notes due 2031 for an aggregate purchase price of approximately $101 million. The Company recognized a net gain of approximately $95 million on the early extinguishment of debt related to these senior notes, which was recorded to Other expenses (income), net in the Condensed Consolidated Statements of (Loss).

•We periodically borrowed and repaid amounts under the ABL Facility to fund working capital and other general corporate requirements during the nine months ended September 30, 2026, which included total gross borrowings and repayments of $100 million, respectively. At September 30, 2026, no borrowings were outstanding. These intra-period borrowings reflect the timing of our cash receipts and disbursements. The Company expects to continue to utilize the ABL Facility as required to help fund its operations, in the near term.

•As of November 5, 2026, and based on our September availability calculation, we have availability of $366 million before letters of credit currently issued under the ABL Facility of approximately $66 million and current borrowings outstanding of $75 million. Accordingly, our net availability is approximately $225 million. Certain debt covenants limit our total amount of secured debt outstanding, including a limit of $2.0 billion on secured debt (which includes borrowings under the ABL Facility) under the indentures governing certain of Xerox Holdings Corporation's senior notes and a first lien leverage ratio test for the incurrence of additional first lien debt under the First Lien Term Loan Credit Agreement. As of the date of our filing, our capacity under the ABL Facility was not limited by any debt covenants. Our capacity to borrow under the ABL Facility may be adversely impacted by the terms of the ABL Facility and certain other agreements that govern our indebtedness.

•We now expect full-year operating cash flows to be in a range of approximately $145 million to $195 million, which is a decrease from our previous guidance of approximately $340 million. The decrease reflects lower profitability, as well as lower than expected proceeds from the sales of finance receivables and lower collections of IEEPA tariff receivables in 2026. Although not committed, we believe we have the ability to sell finance receivables for additional liquidity, subject to requirements under certain of our debt agreements to apply the net cash proceeds of certain such sales to repay first lien debt.

Refer to the Condensed Consolidated Financial Statements as follows: Note 1 - Basis of Presentation for additional information related to the Joint Venture Arrangement, Note 11 - Supplementary Financial Information for additional information related to cash, cash equivalents and restricted cash, and supplemental cash flow information, Note 12 - Debt for additional information related to the monetization of the IEEPA tariff receivables, Debt, and ABL activity, and Note 22 - Subsequent Events for additional information related to the debt exchange transaction and our dividends.

Additionally, as we continue to prioritize reducing leverage, we may, from time to time, pursue exchanges, repurchases, refinancings, asset sales, amendments and other transactions to address our outstanding debt securities or loans. Such transactions could be privately negotiated or open market transactions, pursuant to tender offers, exchange offers or otherwise. These transactions may involve the issuance of common stock or securities convertible into common stock and may involve the incurrence of debt that could be pari passu with or effectively senior to our existing debt. Any such transactions will be made in our sole discretion in light of market conditions, applicable limitations contained in the agreements governing our indebtedness and other relevant factors. The amounts involved in any such transactions, individually or in the aggregate, may be material. Any such transactions may equate to a substantial amount of a particular class or series of debt, which may reduce the trading liquidity of such class or series. Even if completed, these transactions may not be sufficient to address our upcoming maturities.

Cash Flow Analysis

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

Xerox 2026 Form 10-Q 69

Cash Flows from Operating Activities

Net cash used in operating activities was $77 million for the nine months ended September 30, 2026, a decrease of $93 million from the prior year period. Cash flow from operating activities was impacted by a $186 million decrease related to finance receivables, primarily due to lower sales of finance receivables, partially offset by increased portfolio run-off as origination volumes declined. Working capital changes contributed to the use of cash, including higher accounts receivable and lower accounts payable. These unfavorable working capital movements were partially offset by lower inventory levels as compared to the prior year period. Refer to Note 8 – Finance Receivables, Net in the Condensed Consolidated Financial Statements for additional information regarding the sale of finance receivables.

Cash Flows from Investing Activities

Net cash used in investing activities was $57 million for the nine months ended September 30, 2026, a decrease in the use of cash of $637 million from the prior year period. The decrease primarily reflected the Lexmark Acquisition in the prior year period, as well as higher sales of surplus property and assets in the U.S. in the prior year period.

Cash Flows from Financing Activities

Net cash provided by financing activities was $101 million for the nine months ended September 30, 2026, a decrease of $476 million from the prior year period. The decrease in cash primarily reflected lower net debt issuances partially offset by the sale of tariff receivables and lower dividend payments in 2026. During 2025, financing activities included $1,199 million from the issuance of Senior Notes which was partially offset by the repayments of existing debt, including secured financing arrangements, secured promissory notes and Term Loan B borrowings. Cash used in financing activities during 2025 also reflected commitment fees incurred with the Lexmark Acquisition.

Debt and Customer Financing Activities

The following summarizes our debt:

(1)Represents subsidiaries of Xerox Corporation. The balance at September 30, 2026 includes debt of $450 million associated with the Joint Venture Arrangement.

Refer to Note 1 - Basis of Presentation in the Condensed Consolidated Financial Statements and Note 12 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt and the Joint Venture Arrangement.

Finance Assets and Related Debt

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

(1)Includes (i) Billed portion of finance receivables, net, (ii) Finance receivables, net and (iii) Finance receivables due after one year, net as included in our Condensed Consolidated Balance Sheets.

Xerox 2026 Form 10-Q 70

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

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

(1)Finance receivables debt is the basis for our calculation of Equipment financing interest expense, which is included in Cost of services, maintenance, rentals and other in the Condensed Consolidated Statements of (Loss).

Sales of Finance Receivables and Third Party Leasing Programs

Refer to Note 8 - Finance Receivables, Net in the Condensed Consolidated Financial Statements for additional information regarding our sales of finance receivables and our third party leasing programs.

Capital Market/Debt Activity

Refer to Note 12 - Debt in the Condensed Consolidated Financial Statements for additional information regarding our debt activity including our Joint Venture Financing Arrangement and the early redemptions of debt during 2026. Refer to Note 22 - Subsequent Events for additional information related to the debt exchange transaction that was announced in October 2026.

Financing Liability – Tariff Receivables Monetization

Refer to Note 12 - Debt in the Condensed Consolidated Financial Statements for additional information related to the monetization of the IEEPA tariff receivables.

Liquidity and Financial Flexibility

We manage our worldwide liquidity using internal cash management practices, which are subject to i) the statutes, regulations and practices of each of the local jurisdictions in which we operate, ii) the legal requirements of the agreements to which we are a party, and iii) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services. Our principal debt maturities are spread over the next five years as follows:

(1)Represents subsidiaries of Xerox Corporation. The balance at September 30, 2026 includes debt of $450 million associated with the Joint Venture Arrangement.

Refer to Note 1 - Basis of Presentation in the Condensed Consolidated Financial Statements and Note 12 - Debt in the Condensed Consolidated Financial Statements for additional information regarding debt and the Joint Venture Arrangement.

Treasury Stock

Xerox Holdings Corporation made no open-market repurchases of its Common Stock during 2026.

Xerox 2026 Form 10-Q 71

Dividends

In October 2026, the Board of Directors suspended the payment of dividends on our common stock and Series A Preferred Stock effective January 2027. Dividends on the Series A Preferred Stock will continue to accumulate during the suspension period in accordance with the terms of the preferred stock.

The suspension is intended to preserve cash and enhance our financial flexibility. Based on the most recently declared dividend rates, the suspension is anticipated to conserve approximately $28 million of cash annually. Any future declaration and payment of dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, cash requirements, contractual restrictions, and other factors the Board considers relevant.

Refer to Note 22 - Subsequent Events in the Condensed Consolidated Financial Statements for additional information related to the suspension of our dividends.