SecProbe.io

April 11, 2019
Giovanni Visentin
Chief Executive Officer
Xerox Holdings Corporation
P.O. Box 4505, 201 Merritt 7
Norwalk, CT 06851-1056
Re:Xerox Holdings Corporation
Registration Statement on Form S-4
Filed March 15, 2019
File No. 333-230342
Dear Mr. Visentin:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Proposal 1- Approval of the Holding Company Reorganization
Preferred Stock, page 21
1.You indicate that Xerox Holdings Series A Preferred Stock will have the same
designations, rights, powers and preferences, and same qualifications, limitations and
restrictions as the existing shares of Xerox Corp. Series B Preferred Stock, except for the
addition of 1-for-10 voting rights.  Please provide a brief description of how the rights of
Xerox Holdings Series A Preferred Stock holders, which will initially only consist
of Darwin Deason, will differ from common stockholders, including the dividend,
redemption or conversion rights.

 FirstName LastNameGiovanni  Visentin
 Comapany NameXerox Holdings Corporation
 April 11, 2019 Page 2
 FirstName LastName
Giovanni  Visentin
Xerox Holdings Corporation
April 11, 2019
Page 2
Background of the Holding Company Reorganization, page 23
2.Please expand your background of the holding company reorganization transaction
discussion to provide more details of the strategic growth opportunities that senior
management and the board were evaluating since December 2018 to the extent material.
3.Please clarify whether the Fuji Xerox Co. Ltd. (“Fuji Xerox”) joint venture between
Xerox Corp. and Fuji Photofilm Co., Ltd (“Fuji”) and the related 2001 Joint Enterprise
Contract had a material impact on your proposed holding company structure.
Reasons for the Holding Company Reorganization, page 24
4.Please clarify how the proposed holding company structure will provide Xerox Corp. with
the flexibility to develop and realize a range of strategic growth opportunities.
5.Please clarify whether the reorganization transaction requires the approval of Fuji or Fuji
Xerox pursuant to the 2001 Joint Enterprise Contract.  To the extent there is a risk that the
reorganization transaction may result in a termination or partial termination by Fuji as a
result of a change in control provision or any other reason, please clarify such risk and
describe the provisions of the 2001 Joint Enterprise Contract that may be implicated.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551-3226 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Timothy M. Fesenmyer, Esq.