UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2016

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

P. O. Box 4505

45 Glover Avenue

Norwalk, Connecticut

06856-4505

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 968-3000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

Section 7—Regulation FD

Item 7.01 Regulation FD Disclosure.

Xerox Corporation (“Xerox”) has previously announced plans to separate its Business Process Outsourcing Business (the “BPO Business”) and its Document Technology and Document Outsourcing Business into two independent, publicly- traded companies (the “Spin-Off”). Following the Spin-Off, the BPO Business will be named Conduent Incorporated (“Conduent”). In connection with the Spin-Off, certain entities in the BPO Business that following the Spin-Off will be subsidiaries of Conduent will incur new long-term indebtedness. In connection with the arrangement of certain term loan and other bank indebtedness, Conduent intends to disclose to potential lenders certain of the BPO Business’s anticipated financial results for the third fiscal quarter of 2016. These anticipated financial results are summarized below. On November 7, 2016, Xerox and Conduent representatives will provide a presentation to certain potential lenders in connection with the contemplated term loan and other bank indebtedness (the “Lender Presentation”). Excerpted slides from the Lender Presentation related to the BPO Business are furnished as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

The BPO Business’s actual financial results for the third fiscal quarter have not yet been finalized by management or reviewed by our independent auditors. The preliminary results are not a comprehensive statement of all of the BPO Business’s financial results for the third fiscal quarter, and the BPO Business’s actual results may differ from those provided herein due to the completion of our financial closing procedures, application of final adjustments, review by our independent auditor PricewaterhouseCoopers LLP and other developments that may arise between now and the time the financial results for the third fiscal quarter of 2016 are finalized, and those differences may be material. For the most recent audited and final interim financial results of the BPO Business and a description of the accounting policies of the BPO Business used to prepare these preliminary results, please see the Conduent Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission (“SEC”). The preliminary results included in this Form 8-K have been prepared by and are the responsibility of management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. We do not expect to update, publicly or otherwise, the following preliminary results, other than through the release of actual results when finalized.

BPO Business of Xerox Corporation

Selected Financial Statement Items (Unaudited)

We estimate that:

The decline was driven by the run-off of the BPO Business’s student loan business and our third quarter 2015 decision to not fully complete the health enterprise platform implementations in California and Montana, which combined had approximately a 1.7 - percentage point impact. In addition, revenues for the BPO Business decreased due to lower volumes and lost business, particularly in our commercial industries business, as well as overall price declines that were consistent with prior-period trends. Partially offsetting these declines were ramping new contracts, particularly in our public sector business, and moderating growth from acquisitions, primarily in our healthcare business.

BPO Business of Xerox Corporation

Selected Segment Information (Unaudited)

For the following discussion, Segment margin is calculated by dividing segment profit (loss) over segment revenue.

Guidance for Fourth Quarter of 2016 and Strategic Cost Transformation Goals.

For the fourth fiscal quarter of 2016, management of the BPO Business expects revenue declines will be consistent with what the BPO Business has experienced in the prior fiscal quarter. Management also expects the BPO Business will be able to achieve segment margin improvement in the fourth fiscal quarter of 2016, which management expects will lead to higher segment profit compared to the comparable fourth fiscal quarter period of 2015 and also compared to the third fiscal quarter of 2016.

As part of its three-year strategic transformation program, the management of the BPO Business expects that its strategic cost initiatives will result in the following anticipated cost savings.

                Xerox is especially cautious of offering guidance or making projections for periods not yet completed, and this guidance is included in this Current Report on Form 8-K only because such guidance will be made available to potential lenders in connection with the contemplated term loan and other bank indebtedness. No person has made or makes any representation regarding the information included in this guidance. The estimation of prospective financial information is subjective in many respects and reflects numerous judgments, estimates and assumptions that are inherently uncertain, many of which are difficult to predict or cannot be predicted, are subject to significant economic and competitive uncertainties and are beyond the control of Xerox or the management of the BPO Business, including estimates and assumptions regarding industry performance, general business, economic, regulatory, market and financial conditions, operational costs and other future events. Important factors may cause actual results to differ from the prospective financial information, including the factors described under the subheading “Forward Looking Statements” of this Current Report on Form 8-K and the factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section and other sections of the Conduent Incorporated Registration Statement on Form 10, as amended, filed with the SEC, and other risk factors detailed from time to time in Xerox’s and Conduent’s other reports filed with the SEC. There can be no assurance that the projected results, and underlying estimates and assumptions made in preparing the financial projections contained in this Current Report on Form 8-K will be realized or that actual results will not be significantly higher or lower than projected. The guidance does not take into account any circumstances or events occurring after the date they were prepared. Except as may be required in order to comply with applicable securities laws, neither Xerox nor Conduent intends to update, or otherwise revise, the financial guidance presented, to reflect circumstances existing after the date the financial guidance was made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Neither PricewaterhouseCoopers LLP nor any other independent registered public accounting firm has examined, compiled or performed any procedures with respect to this guidance, and, accordingly, neither PricewaterhouseCoopers LLP nor any other public accounting firm expresses an opinion or any other form of assurance with respect to such guidance.

Non-GAAP Measures.

The non-GAAP financial measures in this Current Report should not be considered in isolation of, as a substitute for, or superior to, financial information prepared in accordance with GAAP. The non-GAAP financial measures may differ from similarly titled measures presented by other companies. The non-GAAP financial measures and other information in this Current Report on Form 8-K is summary information that should be considered in the context of future filings by Xerox and/or Conduent with the SEC and other public announcements Xerox and/or Conduent may make from time to time. As used in this Current Report on Form 8-K with respect to the BPO Business:

Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performance and are not necessarily comparable to similarly-titled measures reported by other companies. Management cautions that amounts presented in accordance with Conduent’s definition Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate Adjusted EBITDA in the same manner. Conduent believes Adjusted EBITDA is useful to prospective lenders and other users of these financial statements in evaluating the BPO Business’s operating performance because it provides an additional tool to compare business performance across companies and across periods.

As provided in General Instruction B.2 of Form 8-K, the information contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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 management’s current beliefs, assumptions and expectations, including with respect to the proposed separation of the BPO Business from the Document Technology and Document Outsourcing business, the expected timetable for completing the separation, the future financial and operating performance of each business, the strategic and competitive advantages of each business, future opportunities for each business and the expected amount of cost reductions that may be realized in the cost transformation program, 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 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 the BPO Business 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of Xerox’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, and Xerox’s 2015 Annual Report on Form 10-K filed with the 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 Registration Statement on Form 10, 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index