XEROX CORPORATION (NYSE:XRX) Files An 8-K Other Events

Item8.01 Other Events.

On March17, 2017, Xerox Corporation (the Company) completed its
previously announced private offers to purchase and exchange (the
Offers) outstanding 6.350% Senior Notes due 2018 (6.350% Notes),
5.625% Senior Notes due 2019 (5.625% Notes), 2.750% Senior Notes
due 2019 (2.750% Notes due 2019), 2.800% Senior Notes due 2020
(2.800% Notes), 3.500% Senior Notes due 2020 (3.500% Notes) and
2.750% Senior Notes due 2020 (2.750% Notes due 2020)
(collectively, the Existing Notes) for cash and new 4.070% Senior
Notes due 2022 (New Notes) issued by the Company. Approximately
$600million aggregate principal amount of Existing Notes were
accepted in the Offers, consisting of $259,999,000 aggregate
principal amount of 6.350% Notes, $96,362,000 aggregate principal
amount of 5.625% Notes, $94,016,000 aggregate principal amount of
2.750% Notes due 2019, $87,233,000 aggregate principal amount of
2.800% Notes, $37,802,000 aggregate principal amount of 3.500%
Notes and $24,795,000 aggregate principal amount of 2.750% Notes
due 2020. At closing, the Company paid approximately $322 million
in cash consideration (exclusive of accrued and unpaid interest
on such Existing Notes and cash in lieu of fractional portions of
New Notes) and issued $300 million aggregate principal amount of
New Notes.

On March17, 2017, the Company also issued a press release
regarding the completion of its Offers. A copy of the press
release is filed herewith as Exhibit99.1, and incorporated by
reference in this current report.

New Notes

The New Notes were issued to an Indenture dated as of December4,
2009 (the Indenture) between the Company and the Bank of New York
Mellon, as trustee.

The New Notes will mature on March17, 2022, and will bear
interest at 4.070% per annum. The Company will pay interest on
the New Notes semi-annually on March15 and September15,
commencing September15, 2017, and will pay interest to the person
in whose name a New Note is registered at the close of business
on March1 or September1 preceding the interest payment date.

The Company may redeem the New Notes, in whole or in part at any
time, and from time to time, prior to their maturity. If the
Company elects to redeem the New Notes, the Company will pay a
redemption price equal to 50% of the principal amount of the
notes redeemed plus a make-whole premium, plus accrued and unpaid
interest to the date of redemption.

The Indenture contains customary events of default, including,
among others, failure to pay principal or interest on the New
Notes when due. The Indenture also contains covenants, including,
among others, restrictions on the Companys ability and the
ability of certain subsidiaries to create liens on certain
assets, engage in certain sale/leaseback transactions and merge,
consolidate or transfer all or substantially all of its assets.

The New Notes have not been registered under the Securities Act
of 1933, as amended (the Securities Act), or any state securities
law and, unless so registered, may not be offered or sold in the
United States except to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws. The New Notes were
offered only to persons who are (i)qualified institutional buyers
as defined in Rule 144A under the Securities Act or (ii)outside
the United States and persons other than U.S. persons as defined
in Rule 902 under the Securities Act. This Current Report does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security and shall not constitute an offer, solicitation
or sale in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful.

The foregoing description of the Indenture and the New Notes does
not purport to be complete and is qualified in its entirety by
reference to the full text of the form of Indenture and the form
of New Note, copies of which are filed as Exhibits 4.1 and 4.2
hereto, respectively.

Registration Rights Agreement

In connection with the issuance of the New Notes, the Company and
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and Goldman, Sachs Co., as dealer managers, entered into a
Registration Rights

Agreement dated as of March17, 2017 (the Registration Rights
Agreement). The Registration Rights Agreement requires the
Company to use commercially reasonable efforts to file with the
SEC and cause to become effective a registration statement
relating to an offer to exchange the New Notes for an issue of
SEC-registered notes with terms identical to the New Notes within
270days after March17, 2017. Under certain circumstances, the
Company will be obligated to file a shelf registration statement
with respect to the New Notes. If the Company fails to satisfy
certain filing and other obligations under the Registration
Rights Agreement, the Company must pay additional interest to
holders of the New Notes.

The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Registration Rights
Agreement, a copy of which is filed as Exhibit4.3 hereto.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

XEROX CORPORATION (NYSE:XRX) Recent Trading Information

XEROX CORPORATION (NYSE:XRX) closed its last trading session down -0.05 at 7.36 with 11,207,218 shares trading hands.