Obligation Xeroxx 2.75% ( US984121CG66 ) en USD

Xeroxx

100 % ⇌

Etas-Unis

US984121CG66 ( en USD )

2.75% par an ( paiement semestriel )

15/03/2019 - Obligation échue

Prospectus brochure de l'obligation Xerox US984121CG66 en USD 2.75%, échue

2 000 USD

500 000 000 USD

984121CG6

N/A

Xerox est une entreprise technologique multinationale qui conçoit, développe, fabrique et vend des produits et services d'impression, de numérisation et de gestion de documents.

L'Obligation émise par Xeroxx ( Etas-Unis ) , en USD, avec le code ISIN US984121CG66, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2019

Final Prospectus Supplement
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424B5 1 d627018d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Offering
Maximum
Amount of
Title of Each Class of
Amount to be
Price Per
Aggregate
Registration
Securities to be Registered

Registered

Unit

Offering Price

Fee(1)
2.750% Senior Notes due 2019

$500,000,000
99.915%

$499,575,000
$64,400

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-188218
Prospectus Supplement
(To Prospectus Dated April 29, 2013)

We are offering $500,000,000 aggregate principal amount of our 2.750% senior notes due 2019 (the "notes").

The notes will mature on March 15, 2019. We will pay interest on the notes on each March 15 and September 15, commencing
on March 15, 2014.

We may redeem the notes at any time, and from time to time, by paying to the holders thereof 100% of the principal amount plus
a make-whole redemption premium. If a change of control purchase event occurs, we will be required to offer to purchase all of the
notes from the holders at a price equal to 101% of the principal amount thereof.

The notes will be unsecured and will rank senior to all our existing and future subordinated debt and will rank equally in right of
payment with our existing and future unsecured senior debt. The notes will be effectively subordinated to any of our secured debt. The
notes will be structurally subordinated to the debt and all other obligations of our subsidiaries.

Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page S-5 of
this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Public
Underwriting
Proceeds, Before
Offering Price(1)
Discount
expenses, to us(1)

Per note

99.915%

0.600%

99.315%
Total

$499,575,000
$3,000,000
$ 496,575,000
(1) Plus accrued interest, if any, from December 6, 2013

The notes will not be listed on any securities exchange. Currently, there are no public markets for the notes.

We expect that delivery of the notes will be made to purchasers in book-entry form through The Depository Trust Company for
the account of its participants, including Clearstream Banking société anonyme and Euroclear Bank, S.A./N.V., on or about December
6, 2013.

Joint Book-Running Managers
BofA Merrill Lynch
Goldman, Sachs & Co.

J.P. Morgan

Co-Managers

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BNP PARIBAS

Citigroup

Credit Suisse
HSBC

Mizuho Securities

UBS Investment Bank
Lloyds Securities

PNC Capital Markets LLC
Wells Fargo Securities

The date of this prospectus supplement is December 3, 2013
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TABLE OF CONTENTS
Prospectus Supplement

Page

About This Prospectus Supplement
S-1

Where You Can Find More Information
S-1

Disclosure Regarding Forward-Looking Statements
S-2

Market and Industry Data
S-2

Offering Summary
S-3

Risk Factors
S-5

Use of Proceeds
S-8

Ratios of Earnings to Fixed Charges
S-9

Description of the Notes
S-10
Certain United States Federal Income Tax Consequences
S-14
Book-Entry, Delivery and Form
S-17
Underwriting
S-21
Incorporation of Certain Documents by Reference
S-23
Legal Matters
S-24
Experts
S-24

Prospectus

Page

Xerox Corporation

1

Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends

1

The Securities We May Offer

1

Use of Proceeds

2

Description of the Debt Securities and Convertible Debt Securities

2

Description of the Preferred Securities and Convertible Preferred Stock

15
Description of Common Stock

17
Description of Warrants

18
Description of Securities Purchase Contracts and Securities Purchase Units

21
Description of Depositary Shares

22
Plan of Distribution

24
About this Prospectus

26
Market Share, Ranking and Other Data

27
Where You Can Find More Information

27
Incorporation of Certain Documents by Reference

27
Validity of the Securities

28
Experts

28

In making your investment decision, you should rely on the information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any free writing prospectus. We have not, and the underwriters
have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the information appearing in this prospectus supplement and the
accompanying prospectus is accurate as of the dates on their respective covers. Our business, financial condition, results of
operations and prospects may have changed since those dates. Neither the delivery of this prospectus supplement and the
accompanying prospectus nor any sale made hereunder shall under any circumstance imply that the information in or
incorporated by reference in this prospectus supplement is correct as of any date subsequent to the date on the cover of this
prospectus supplement or that the information contained in the accompanying prospectus is correct as of any date subsequent
to the date on the cover of the accompanying prospectus.

i
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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering. The second part is the accompanying prospectus, which describes more general information, some of which may not apply to
this offering. You should read both this prospectus supplement and the accompanying prospectus, together with the documents
incorporated by reference and the additional information described below under the heading "Where You Can Find More
Information."

If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely
on the information in this prospectus supplement.

Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in
this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that
a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to
be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. See
"Incorporation of Certain Documents By Reference" in this prospectus supplement.

In this prospectus supplement, except as otherwise indicated herein, references to "Xerox," the "Company," "we," "us" or "our"
refer to Xerox Corporation and its subsidiaries and, in the context of the notes, "Xerox," the "Company," "we," "us" and "our" shall
only refer to Xerox Corporation, the issuer of the notes.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). In accordance with the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC"). Our SEC file number is 001-04471. You can read and copy this
information at the following location of the SEC:

Public Reference Room
100 F Street, N.E.
Room 1850
Washington, D.C. 20549

You can also obtain copies of these materials from this public reference room, at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information on its public reference room. The SEC also maintains a web site that contains reports, proxy
statements and other information about issuers, like us, who file electronically with the SEC. The address of that site is www.sec.gov.

This prospectus supplement and the accompanying prospectus, which form a part of the registration statement, do not contain all
the information that is included in the registration statement. You will find additional information about us in the registration
statement. Any statements made in this prospectus supplement, the accompanying prospectus or any documents incorporated by
reference concerning the provisions of legal documents are not necessarily complete and you should read the documents that are filed
as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any documents incorporated by reference into this prospectus 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 management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results
to differ materially. These 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; actions of competitors; 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 unexpected costs will be
incurred; the risk that subcontractors, software vendors and utility and network providers will not perform in a timely, quality manner;
our ability to recover capital investments; the risk that multi-year contracts with governmental entities could be terminated prior to the
end of the contract term; the risk that our Services business could be adversely affected if we are unsuccessful in managing the
ramp-up of new contracts; development of new products and services; our ability to protect our intellectual property rights; our
ability to expand equipment placements; 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; interest rates, cost of borrowing and access to credit
markets; reliance on third parties for manufacturing of products and provision of services; our ability to drive the expanded use of
color in printing and copying; the outcome of litigation and regulatory proceedings to which we may be a party; and other factors that
are set forth in the "Risk Factors" section in this prospectus supplement, 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 our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 and our Annual
Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC. The Company 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.

MARKET AND INDUSTRY DATA

Certain market and industry data included or incorporated by reference in this prospectus supplement and in the accompanying
prospectus has been obtained from third party sources that we believe to be reliable. Market estimates are calculated by leveraging
third-party forecasts from firms such as International Data Corporation and Infosource in conjunction with our assumptions about our
markets. We have not independently verified such third party information and cannot assure you of its accuracy or completeness.
While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks
and uncertainties and is subject to change based on various factors, including those discussed under the headings "Disclosure
Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus supplement and in the accompanying prospectus as
well as those listed under "Forward Looking Statements" and "Risk Factors" in the documents enumerated under "Incorporation of
Certain Documents by Reference" including, but not limited to, our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2013, June 30, 2013 and September 30, 2013 and our Annual Report on Form 10-K for the year ended December 31, 2012, as filed
with the SEC and under similarly captioned sections in future filings that we make with the SEC under the Exchange Act.

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OFFERING SUMMARY

The following is a summary of some of the terms of this offering. For a more complete description of the terms of the notes,
please refer to "Description of the Notes" in this prospectus supplement and "Description of the Debt Securities and Convertible
Debt Securities" in the accompanying prospectus.

Issuer
Xerox Corporation.

Notes Offered
$500,000,000 aggregate principal amount of 2.750% Senior Notes due 2019.

Maturity Date
March 15, 2019.

Interest Rate
The notes will bear interest from December 6, 2013 at the rate of 2.750% per
annum, payable semiannually in arrears.

Interest Payment Dates
March 15 and September 15 of each year, commencing on March 15, 2014.

Ranking
The notes are unsecured and will rank equally in right of payment with all of our
other existing and future senior unsecured indebtedness.

The notes will be effectively subordinated to all of the secured indebtedness of
Xerox Corporation (excluding its subsidiaries) which, as of September 30, 2013,
was approximately $50.5 million. The notes will be structurally subordinated to
all of the secured and unsecured indebtedness and other liabilities of our
subsidiaries. As of September 30, 2013, our subsidiaries had approximately
$6.8 billion of outstanding indebtedness and other liabilities, including trade
payables but excluding intercompany liabilities.

Optional Redemption
We may redeem some or all of the notes offered hereby at any time at 100% of
their principal amount plus a make-whole premium, plus accrued and unpaid
interest to the date of repurchase. See "Description of the Notes--Optional
Redemption."

Change of Control Repurchase Event
If we undergo a change of control and the ratings on the notes decline to
non-investment grade ratings within a specified period of time after the occurrence
of such change of control, we must give all holders of the notes the opportunity to
sell to us their notes at 101% of their face amount, plus accrued and unpaid interest
to date of repurchase.

We might not be able to pay to you the required price for notes that you present to
us upon a change of control repurchase event, because:

· we might not have enough funds at that time; or

· the terms of our debt instruments may prevent us from paying.

Certain Covenants
The indenture that will govern the notes contains covenants limiting our ability and
our subsidiaries' ability to:

· create certain liens; and

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· consolidate or merge with, or convey, transfer or lease substantially all our

assets to, another person.

These limitations will be subject to a number of important qualifications and
exceptions. You should read "Description of the Debt Securities and Convertible
Debt Securities--Provisions Applicable Only To Senior Debt Securities
--Covenants" in the accompanying prospectus for a description of these
covenants.

Use of Proceeds
We intend to use the net proceeds of this offering for general corporate purposes.
See "Use of Proceeds."

Absence of Market
The notes are a new issue of securities with no established trading market. We
currently have no intention to apply to list the notes on any securities exchange or
to seek their admission to trading on any automated quotation system. Accordingly,
we cannot provide assurance as to the development or liquidity of any market for
the notes. See "Underwriting."

Risk Factors
See "Risk Factors" beginning on page S-5 of this prospectus supplement, the risks
set forth under the caption "Risk Factors" in our Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 and
our Annual Report on Form 10-K for the year ended December 31, 2012, as filed
with the SEC for important information regarding us and an investment in the notes.

Further Issuances
We may create and issue further notes ranking equally with the notes (other than the
payment of interest accruing prior to the issue date of such further notes or except
for the first payment of interest following the issue date of such further notes). Such
notes may be consolidated and form a single series with the notes offered hereby.

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RISK FACTORS

You should carefully consider the risks described below, the risks set forth under the caption "Risk Factors" in our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 and our Annual
Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC, and the other information set forth in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference before making an investment
decision. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our
business operations. The events discussed in the risk factors below, or the risk factors in the accompanying prospectus, may
occur. If they do, our business, results of operations or financial condition could be materially adversely affected. In such an
instance, the trading prices of our securities, including the notes, could decline and you might lose all or part of your investment.

Risks Related to the Notes
The notes will be structurally subordinated to all liabilities of our subsidiaries.

The notes are not entitled to the benefit of any guarantees and are thus structurally subordinated to indebtedness and other
liabilities of our subsidiaries to the extent of the assets of such subsidiaries. For the nine months ended September 30, 2013, before
intercompany eliminations, our subsidiaries contributed $13.2 billion to our total revenues and held $24.1 billion of our total assets.
In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, these subsidiaries would pay the holders of their
debts, preferred equity interests and their trade creditors before they would be able to distribute any of their assets to us. In addition,
our $2 billion credit facility, as amended to date (the "Credit Facility") and the indenture governing our 6.40% Senior Notes due
2016 contain contingent future guarantee provisions whereby certain of our subsidiaries may become guarantors of our obligations
under the Credit Facility and our 6.40% Senior Notes due 2016 and the related indenture. Our 6.75% Senior Notes due 2017, our
6.35% Senior Notes due 2018, our 8.25% Senior Notes due 2014, our 4.250% Senior Notes due 2015, our 5.625% Senior Notes due
2019, our 6.750% Notes due 2039, our Floating Rate Senior Notes due 2014, our 4.500% Senior Notes due 2021 and our 2.950%
Senior Notes due 2017 do not, and the notes offered hereby will not, have the benefit of the contingent future guarantee provisions in
our Credit Facility and the indentures governing our 6.40% Senior Notes due 2016. As a result, if any such guarantee is executed,
holders of the notes offered by this prospectus supplement would not receive the benefit of that guarantee and would be structurally
subordinated to the lenders under our Credit Facility and the holders of our 6.40% Senior Notes due 2016, with respect to the assets
of the subsidiaries providing a guarantee.

Our subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts
due pursuant to the notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any
right that Xerox has to receive any assets of any of the subsidiaries upon the liquidation or reorganization of those subsidiaries, and
the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries' assets, will be subordinated to
the claims of those subsidiaries' creditors, including trade creditors and holders of preferred equity interests of those subsidiaries.

Collectively, the indentures governing our outstanding senior notes and certain of our financing agreements, including the
Credit Facility, contain various covenants that limit the discretion of our management in operating our business and could
prevent us from engaging in some beneficial activities. The notes offered by this prospectus supplement will not have the
benefit of all of these covenants.

Our Credit Facility limits our and our subsidiaries' ability to, among other things, issue debt and certain preferred stock, merge,
engage in certain transactions with affiliates and create or permit to exist liens. In addition, the indenture governing our senior notes
also limits our ability to enter into certain mergers and create or permit to exist certain liens.

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A failure to comply with the covenants contained in our Credit Facility or our other existing indebtedness could result in an
event of default under the Credit Facility or the other existing indebtedness, that, if not cured or waived, could have a material
adverse effect on our business, financial condition and results of operations. In the event of any default under our Credit Facility or
our other indebtedness, the lenders thereunder would not be required to lend any additional amounts to us and:

· could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

· could require us to apply all of our available cash to repay these borrowings; or

· could prevent us from making debt service payments on the notes.

any of which could result in an event of default under the notes.

If the indebtedness under our Credit Facility or our other indebtedness, including the notes, were to be accelerated, there can be
no assurance that our assets would be sufficient to repay such indebtedness in full. See "Description of the Notes."

The notes are unsecured and are effectively subordinated to our secured indebtedness.

If Xerox becomes insolvent or is liquidated, or if payment under any of our secured debt obligations is accelerated, the secured
lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those
assets before the holders of our senior notes that are unsecured or the notes offered under this prospectus supplement. As a result, the
notes are effectively subordinated to our secured indebtedness to the extent of the value of the assets securing that indebtedness or the
amount of indebtedness secured by those assets. Therefore, the holders of the notes may recover ratably less than the lenders of our
secured debt in the event of our bankruptcy or liquidation. At September 30, 2013, the Company and its subsidiaries had $7.5 billion
of debt on a consolidated basis, of which $145.2 million was secured debt.

Your right to receive payments on the notes could be adversely affected if any of our subsidiaries declares bankruptcy,
liquidates or reorganizes.

In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of their indebtedness and their trade
creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made
available for distribution to us. At September 30, 2013, our subsidiaries had approximately $6.8 billion of outstanding indebtedness
and other liabilities, including trade payables but excluding intercompany liabilities. Our subsidiaries may incur substantial
additional indebtedness.

We may not be able to purchase your notes upon a change of control repurchase event.

Upon the occurrence of specified "change of control repurchase events," we will be required to offer to purchase each holder's
notes at a price equal to 101% of their principal amount plus accrued and unpaid interest. We may not have sufficient financial
resources to purchase all of the notes that holders tender to us upon a change of control offer. The occurrence of a change of control
could also constitute an event of default under any of our future debt agreements. See "Description of the Notes--Change of Control
Repurchase Event."

Our 6.40% Senior Notes due 2016 and our 6.75% Senior Notes due 2017 also contain change in control requirements, but they
do not require that a change in control be accompanied by a debt ratings downgrade. Our 6.35% Senior Notes due 2018, our
8.25% Senior Notes due 2014, our 4.250% Senior Notes due 2015, our 5.625% Senior Notes due 2019, our 6.750% Senior Notes
due 2039, our Floating Rate Senior Notes due 2014, our 4.500% Senior Notes due 2021 and our 2.950% Senior Notes due 2017 have
an identical provision to that described for the notes offered hereby. Xerox may not have sufficient financial resources to purchase all
of the notes that are tendered upon a change of control offer or to redeem such notes.

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