Issuer Free Writing Prospectus
Dated February 26, 2015
Filed Pursuant to Rule 433
Registration Statement No. 333-188218
Xerox Corporation
February 26, 2015
Pricing Term Sheet
| Issuer: | Xerox Corporation | Xerox Corporation | ||
| Security Description: | Senior Notes | Senior Notes | ||
| Distribution: | SEC Registered | SEC Registered | ||
| Size: | $400,000,000 | $250,000,000 | ||
| Coupon: | 2.750% | 4.800% | ||
| Maturity: | September 1, 2020 | March 1, 2035 | ||
| Offering Price: | 99.879% | 99.428% | ||
| Yield to Maturity: | 2.774% | 4.845% | ||
| Spread to Benchmark: | T+125 | T+225 | ||
| Benchmark: | 1.250% due January 31, 2020 | 3.000% due November 15, 2044 | ||
| Expected Ratings: | Baa2/BBB/BBB (Moody’s/S&P/Fitch) |
Baa2/BBB/BBB (Moody’s/S&P/Fitch) | ||
| Interest Payment Dates: | March 1 and September 1 | March 1 and September 1 | ||
| Beginning: | September 1, 2015 | September 1, 2015 | ||
| Minimum Denominations: | $2,000 x $1,000 | $2,000 x $1,000 | ||
| Day Count: | 30/360 | 30/360 | ||
| Make-Whole Call: | T+20 | T+35 | ||
| Trade Date: | February 26, 2015 | February 26, 2015 | ||
| Settlement Date: | March 3, 2015 (T+3) | March 3, 2015 (T+3) | ||
| CUSIP: | 984121 CK7 | 984121 CL5 | ||
| ISIN: | US984121CK78 | US984121CL51 |
| Joint Book-Running Managers: | Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mizuho Securities USA Inc. |
Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mizuho Securities USA Inc. | ||
| Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC UBS Securities LLC |
BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC UBS Securities LLC | ||
| Junior Co-Managers: | HSBC Securities (USA) Inc. PNC Capital Markets LLC Wells Fargo Securities, LLC |
HSBC Securities (USA) Inc. PNC Capital Markets LLC Wells Fargo Securities, LLC | ||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll free at 800-828-3182, J.P. Morgan Securities LLC collect at 212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 800-637-7455 or Mizuho Securities USA Inc. toll free at 866-271-7403.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by Xerox Corporation on February 26, 2015 relating to its Prospectus dated April 29, 2013.