XEROX CORPORATION (NYSE:XRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On December2, 2016, Registrant announced that William F. Osbourn,
Jr., 52, will become Executive Vice President and Chief Financial
Officer (CFO) of Xerox Corporation following completion of its
separation into two independent, publicly-traded companies Xerox
Corporation, comprised of its Document Technology and Document
Outsourcing businesses, and Conduent Incorporated, comprised of
its Business Process Outsourcing business. The separation is
expected to occur on or about December31, 2016. Mr.Osbourn will
join Xerox Corporation effective December5, 2016 and will serve
as chief financial officer of Registrants document technology
business until the separation is complete.

Mr.Osbourn joins Xerox following a 13 year career at Time Warner
Cable, which culminated with him serving as co-CFO. Mr.Osbourn
also served as the Controller and Chief Accounting Officer,
overseeing the Time Warner Cables accounting function for eight
years. He played a key role in the spin-off of Time Warner Inc.s
cable business and the subsequent creation of Time Warner Cable
as a separate publicly traded company. Before joining Time
Warner, Mr.Osbourn spent 14 years at PricewaterhouseCoopers LLP
in roles of increasing responsibility and was admitted to
partnership in 2000.

The compensation arrangements for Mr.Osbourn are generally as
follows:

Twelve months of salary continuance if employment is terminated
by Xerox for any reason (other than for cause) during the first
12 months of employment.

Mr.Osbourns compensation arrangements with the Registrant are
more fully described in the letter agreement that is being filed
as an exhibit to this Current Report on Form 8-K.

Mr.Osbourn is not a party to any transaction requiring disclosure
to Item404(a) of Regulation S-K.

Xerox also announced that Leslie F. Varon, who has served as CFO
of Xerox Corporation since October 2015, will step down as CFO as
of the separation date and will retire from Xerox in March 2017.

(d) Exhibits.

Forward Looking Statements

This report and any exhibits to this report may contain
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. The words anticipate, believe,
estimate, expect, intend, will, should and similar expressions,
as they relate to us, are intended to identify forward-looking
statements. These statements reflect managements 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: changes in economic
conditions, political conditions, trade protection measures,
licensing requirements and tax matters in the United States and
in the foreign countries in which we do business; changes in
foreign currency exchange rates; our ability to successfully
develop new products, technologies and service offerings and to
protect our intellectual property rights; the risk that
multi-year contracts with governmental entities could be
terminated prior to the end of the contract term and that civil
or criminal penalties and administrative sanctions could be
imposed on us if we fail to comply with the terms of such
contracts and applicable law; the risk that our bids do not
accurately estimate the resources and costs required to implement
and service very complex, multi-year governmental and commercial
contracts, often in advance of the final determination of the
full scope and design of such contracts or as a result of the
scope of such contracts being changed during the life of such
contracts; the risk that subcontractors, software vendors and
utility and network providers will not perform in a timely,
quality manner; service interruptions; actions of competitors and
our ability to promptly and effectively react to changing
technologies and customer expectations; our ability to obtain
adequate pricing for our products and services and to maintain
and improve cost efficiency of operations, including savings from
restructuring actions and the relocation of our service delivery
centers; the risk that individually identifiable information of
customers, clients and employees could be inadvertently disclosed
or disclosed as a result of a breach of our security systems; the
risk in the hiring and retention of qualified personnel; the risk
that unexpected costs will be incurred; our ability to recover
capital investments; the risk that our Services business could be
adversely affected if we are unsuccessful in managing the
start-up of new contracts; the collectability of our receivables
for unbilled services associated with very large, multi-year
contracts; reliance on third parties, including subcontractors,
for manufacturing of products and provision of services; our
ability to expand equipment placements; interest rates, cost of
borrowing and access to credit markets; the risk that our
products may not comply with applicable worldwide regulatory
requirements, particularly environmental regulations and
directives; the outcome of litigation and regulatory proceedings
to which we may be a party; the possibility that the proposed
separation of the Business Process Outsourcing (BPO) business
from the Document Technology and Document Outsourcing business
will not be consummated within the anticipated time

period or at all, including as the result of regulatory, market
or other factors; the potential for disruption to our business in
connection with the proposed separation; the potential that BPO
and Document Technology and Document Outsourcing do not realize
all of the expected benefits of the separation; and other factors
that are set forth in the Risk Factors section, the Legal
Proceedings section, the Managements Discussion and Analysis of
Financial Condition and Results of Operations section and other
sections of our Quarterly Reports on Form 10-Q for the quarters
ended March31, 2016,June30, 2016 and September30, 2016 and our
2015 Annual Report on Form 10-K filed with the Securities and
Exchange Commission (SEC). Such factors also include, but are not
limited to, the factors that are set forth in the Risk Factors
section, the Legal Proceedings section and other sections of the
Conduent Incorporated Form 10 Registration Statement, as amended,
filed with the SEC. Xerox assumes no obligation to update any
forward-looking statements as a result of new information or
future events or developments, except as required by law.

About XEROX CORPORATION (NYSE:XRX)

Xerox Corporation is engaged in imaging, business process, analytics, automation and user-centric insights. The Company’s segments include Services, Document Technology and Other. The Company’s Services segment comprises two types of service offerings: Business Process Outsourcing (BPO) and Document Outsourcing (DO). Its DO offers services, such as managed print services (MPS), which include workflow automation and centralized print services (CPS). Its BPO business includes services that support enterprises through multi-industry offerings, such as customer care, transaction processing, finance and accounting, and human resources, as well as industry-focused offerings in areas, such as healthcare, transportation, financial services, retail and telecommunications. Its Document Technology segment includes the sale of products and supplies, as well as the associated technical service and financing of those products. Its Other segment includes paper sales in its market countries.

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