Fuji Xerox Co.,
Ltd. (Fuji Xerox) is a joint venture between Xerox Corporation
and Fujifilm Holdings Corporation (Fujifilm) in which Xerox holds
a 25% equity interest and Fujifilm holds the remaining equity
interest. On April 20, 2017, Fujifilm publicly announced it had
formed an independent investigation committee to conduct a review
of the appropriateness of the accounting practices at Fuji Xeroxs
New Zealand subsidiary related to the recovery of receivables
associated with certain sales leasing transactions that occurred
in, or prior to, Fuji Xeroxs fiscal year ending March 31, 2016.
In first quarter 2017, we recognized a charge of approximately
$30 million, which represented our share of the Fujifilm total
adjustments from this initial review, as publicly disclosed by
Fujifilm.

On June 12, 2017,
Fujifilm released the redacted Japanese language version of the
independent investigation committees report and stated that an
English language version of the report would be made available
shortly. Among other information, the summary English language
report disclosed: (a) a higher level of adjustments than earlier
disclosed by Fujifilm (JPY37.5 billion versus JPY22 billion;
approximately $340 million versus approximately $200 million
based on JPY110.29 to $1.00), (b) a broader geographic scope of
accounting issues (e.g., now includes transactions at Fuji Xeroxs
Australian subsidiary), (c) the time period to which the
adjustments relate (full year March 2011 through full year March
2016) and (d) internal control issues at Fuji Xerox. We are
currently analyzing the information contained in the report, as
well as seeking additional information from Fujifilm and Fuji
Xerox. As a result of this new information, we anticipate having
to reflect the increase in the adjustments in our financial
statements, the amount of which and applicable reporting periods
with respect thereto will be able to be determined and disclosed
when we receive the additional information we requested, and our
analysis and re-evaluation of materiality are complete.

Given our status
as a minority investor, we have limited contractual and other
rights to information with respect to Fuji Xerox matters. We were
not involved in the investigation, including in determining its
scope and timing, and are therefore reliant on Fuji Xerox and
Fujifilm to provide information to us. Although the independent
investigation committees report has been issued and we are not
aware of any additional adjustments, additional issues may be
identified that may require material adjustments to the amount
and timing of charges that we have already recognized or expect
to recognize. We can provide no assurances relative to the
outcome of any potential governmental investigations or any
consequences thereof.

On June14, 2017,
Xerox Corporation (Xerox or the Company) filed a certificate of
amendment with the New York Department of State to effect a
one-for-four share reverse stock split of Xerox common stock,
together with a corresponding proportionate reduction in the
authorized shares of Xerox common stock. The certificate of
amendment became effective upon acceptance for filing on June14,
2017 (effective date).

As of the
effective date each holder of Xerox common stock will be entitled
to receive, for every four shares of common stock held prior to
the effective date, one share of common stock, except that no
fractional shares are to be issued in connection with the reverse
stock split. Instead, each shareholder otherwise entitled to
receive a fractional share will be entitled to receive a cash
payment in lieu of fractional share.

The foregoing
summary of the certificate of amendment is qualified in its
entirety by reference to the full text of the certificate of
amendment, which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.

Xerox common stock
will continue to trade on the New York Stock Exchange, on a
split-adjusted basis, under the symbol XRX and with a new CUSIP
number (984121 608). The authorized share reduction will result
in a reduction of the total number of authorized shares of Xerox
common stock, from 1,750,000,000 shares to 437,500,000
shares.

On June14, 2017,
Xerox issued a press release announcing the effectiveness of the
reverse stock split and authorized share reduction. A copy of the
press release is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.

Forward Looking
Statements

This Report
contains 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: our
ability to address our business challenges in order to reverse
revenue declines, reduce costs and increase productivity so that
we can invest in and grow our business; changes in economic
conditions, political conditions, trade protection measures,
licensing requirements and tax laws 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 partners, subcontractors and software vendors will not
perform in a timely, quality manner; 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; 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; reliance on third parties, including
subcontractors, for manufacturing of products and provision of
services; our ability to manage changes in the printing
environment and markets and expand equipment placements; interest
rates, cost of borrowing and access to credit markets; funding
requirements associated with our employee pension and retiree
health benefit plans; the risk that our operations and products
may not comply with applicable worldwide regulatory requirements,
particularly environmental regulations and directives and
anti-corruption laws; the outcome of litigation and regulatory
proceedings to which we may be a party; the risk that we do not
realize all of the expected strategic and financial benefits from
the separation and spin-off of our Business Process Outsourcing
business; 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 2016 Annual Report
on Form 10-K, as well as in our Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K filed with the Securities and
Exchange Commission (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.

Fuji Xerox Co.,
Ltd. (Fuji Xerox) is a joint venture between Xerox Corporation
and Fujifilm Holdings Corporation (Fujifilm) in which Xerox holds
a 25% equity interest and Fujifilm holds the remaining equity
interest. On April 20, 2017, Fujifilm publicly announced it had
formed an independent investigation committee to conduct a review
of the appropriateness of the accounting practices at Fuji Xeroxs
New Zealand subsidiary related to the recovery of receivables
associated with certain sales leasing transactions that occurred
in, or prior to, Fuji Xeroxs fiscal year ending March 31, 2016.
In first quarter 2017, we recognized a charge of approximately
$30 million, which represented our share of the Fujifilm total
adjustments from this initial review, as publicly disclosed by
Fujifilm.

On June 12, 2017,
Fujifilm released the redacted Japanese language version of the
independent investigation committees report and stated that an
English language version of the report would be made available
shortly. Among other information, the summary English language
report disclosed: (a) a higher level of adjustments than earlier
disclosed by Fujifilm (JPY37.5 billion versus JPY22 billion;
approximately $340 million versus approximately $200 million
based on JPY110.29 to $1.00), (b) a broader geographic scope of
accounting issues (e.g., now includes transactions at Fuji Xeroxs
Australian subsidiary), (c) the time period to which the
adjustments relate (full year March 2011 through full year March
2016) and (d) internal control issues at Fuji Xerox. We are
currently analyzing the information contained in the report, as
well as seeking additional information from Fujifilm and Fuji
Xerox. As a result of this new information, we anticipate having
to reflect the increase in the adjustments in our financial
statements, the amount of which and applicable reporting periods
with respect thereto will be able to be determined and disclosed
when we receive the additional information we requested, and our
analysis and re-evaluation of materiality are complete.

Given our status
as a minority investor, we have limited contractual and other
rights to information with respect to Fuji Xerox matters. We were
not involved in the investigation, including in determining its
scope and timing, and are therefore reliant on Fuji Xerox and
Fujifilm to provide information to us. Although the independent
investigation committees report has been issued and we are not
aware of any additional adjustments, additional issues may be
identified that may require material adjustments to the amount
and timing of charges that we have already recognized or expect
to recognize. We can provide no assurances relative to the
outcome of any potential governmental investigations or any
consequences thereof.

(d)
Exhibits.

The following are
filed as exhibits to this report:

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.