<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscaL year ended: November 30, 1994
OR
[] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________
Commission File Number 1-4471
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
XEROX CORPORATION PROFIT SHARING AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Xerox Corporation
P.O. Box 1600
Stamford, Connecticut 06904-1600
1
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the persons who administer the plan have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly
authorized.
XEROX CORPORATION PROFIT SHARING AND SAVINGS PLAN
Patricia M. Nazemetz
Plan Administrator
Stamford, Connecticut
Dated May 26, 1995
2
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Financial Statements and Schedule
November 30, 1994 and 1993
(With Independent Auditors' Report Thereon)
3
<PAGE>
<TABLE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
with Fund Information
November 30, 1994
<CAPTION>
Fund Information
_________________________________________________________________________________________________________________
Small
International Company Xerox Segregated Employee
Stock U.S Stock Stock Balanced Income Stock Assets Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investment in
employees'
loans $ - - - - - - - 54,862,287 54,862,287
Investment in
Master Trust 66,071,371 37,033,463 38,123,594 482,117,043 718,541,144 81,345,830 18,971,990 - 1,442,204,435
Total assets 66,071,371 37,033,463 38,123,594 482,117,043 718,541,144 81,345,830 18,971,990 54,862,287 1,497,066,722
Liabilities:
Accrued expenses
and other
liabilities 71,626 35,147 44,911 649,589 497,558 54,250 - - 1,353,081
Due from (to)
other funds (555,669) 73,020 809,692 (4,649,728) 748,137 2,432,972 - 1,141,576 -
Net assets
available for
plan benefits $65,444,076 37,071,336 38,888,375 476,817,726 718,791,723 83,724,552 18,971,990 56,003,863 1,495,713,641
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
4
<PAGE>
<TABLE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
with Fund Information
November 30, 1993
<CAPTION>
Fund Information
_________________________________________________________________________________________________________________
Small
International Company Xerox Segregated Employee
Stock U.S Stock Stock Balanced Income Stock Assets Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investment in
employees'
loans $ - - - - - - - 51,993,706 51,993,706
Investment in
Master Trust 20,798,765 17,984,805 14,224,843 480,999,823 727,165,214 58,172,843 44,944,784 - 1,364,291,077
Other - - - - 45,622 - - - 45,622
Total assets 20,798,765 17,984,805 14,224,843 480,999,823 727,210,836 58,172,843 44,944,784 51,993,706 1,416,330,405
Liabilities:
Accrued expenses
and other
liabilities 9,594 6,572 7,315 950,324 - 1,714 - - 975,519
Due from (to)
other funds 9,293,674 7,234,043 6,585,777 (3,529,681) (19,050,712) (1,978,863) - 1,445,762 -
Net assets
available for
plan benefits $30,082,845 25,212,276 20,803,305 476,519,818 708,160,124 56,192,266 44,944,784 53,439,468 1,415,354,886
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
5
<PAGE>
<TABLE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information
Year ended November 30, 1994
<CAPTION>
Fund Information
_________________________________________________________________________________________________________________
Small
International Company Xerox Segregated Employee
Stock U.S Stock Stock Balanced Income Stock Assets Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employees'
- - voluntary $ 8,973,711 6,559,876 5,581,555 46,447,521 46,155,430 6,703,338 - - 120,421,431
Net income (loss) from
Master Trust
investments, net
of administrative
expenses 928,278 (305,396) 1,559,894 9,710,699 46,884,189 11,869,615 - - 70,647,279
Interest income on
employees' loans - - - - - - - 3,985,617 3,985,617
9,901,989 6,254,480 7,141,449 56,158,220 93,039,619 18,572,953 - 3,985,617 195,054,327
Benefit payments (3,202,169) (1,386,953) (1,414,772) (34,596,847) (69,558,291) (4,536,540) - - (114,695,572)
Transfers among
funds 28,661,411 6,991,533 12,358,393 (21,263,465) (12,849,729) 13,495,873 (25,972,794) (1,421,222) -
Net increase (decrease)
in net assets
available for
plan benefits 35,361,231 11,859,060 18,085,070 297,908 10,631,599 27,532,286 (25,972,794) 2,564,395 80,358,755
Net assets available
for plan benefits:
Beginning of year 30,082,845 25,212,276 20,803,305 476,519,818 708,160,124 56,192,266 44,944,784 53,439,468 1,415,354,886
End of year $65,444,076 37,071,336 38,888,375 476,817,726 718,791,723 83,724,552 18,971,990 56,003,863 1,495,713,641
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
6
<PAGE>
<TABLE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information
Year ended November 30, 1993
<CAPTION>
Fund Information
_________________________________________________________________________________________________________________
Small
International Company Xerox Segregated Employee
Stock U.S Stock Stock Balanced Income Stock Assets Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employees'
- - voluntary $ 817,052 840,616 615,082 43,969,274 53,731,579 6,703,572 - - 106,677,175
Net income (loss) from
Master Trust
investments, net
of administrative
expenses (871,282) (295,959) (189,517) 56,681,511 53,283,721 4,330,034 - - 112,938,508
Interest income on
employees' loans - - - - - - - 3,935,568 3,935,568
(54,230) 544,657 425,565 100,650,785 107,015,300 11,033,606 - 3,935,568 223,551,251
Benefit payments (1,625) (5,430) (2,014) (12,753,487) (32,557,064) (2,805,803) - - (48,125,423)
Transfers among
funds 30,138,700 24,673,049 20,379,754 (7,995,564) (63,090,814) (8,182,101) - 4,076,976 -
Transfer to The
Profit Sharing Plan
of Xerox Corporation
and The Xerographic
Division, A.C.T.W.U,
A.F.L.-C.I.O. - - - 2,026 - (2,766) - - (740)
Transfer to Xerox Retirement
Income Guarantee Plan
and Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U,
A.F.L.-C.I.O.
segregated assets
funds - - - - - - (2,791,354) - (2,791,354)
Net increase (decrease)
in net assets
available for
plan benefits 30,082,845 25,212,276 20,803,305 79,903,760 11,367,422 42,936 (2,791,354) 8,012,544 172,633,734
Net assets available
for plan benefits:
Beginning of year - - - 396,616,058 696,792,702 56,149,330 47,736,138 45,426,924 1,242,721,152
End of year $30,082,845 25,212,276 20,803,305 476,519,818 708,160,124 56,192,266 44,944,784 53,439,468 1,415,354,886
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
7
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
November 30, 1994 and 1993
(1) Description of Plan
The following description of the Xerox Corporation Profit Sharing and
Savings Plan (Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution plan covering substantially all full
and part-time U.S. employees of Xerox Corporation (sponsor) and participating
subsidiaries, except those covered by a collective bargaining agreement
unless that agreement calls for participation in the Plan. Employees are
automatically eligible to participate in the Plan after completing one
year of service.
Payment of Benefits
Upon termination of service, a participant may elect to receive either a
lump sum amount equal to the value of his or her account, or by an
annuity payable from a legal reserve life insurance company. Benefits
payable to participants, from net assets available for plan benefits, at
November 30, 1994 and 1993 were $4,975,553 and $2,883,120, respectively.
Employee Savings Contributions
Subject to limits imposed by the Internal Revenue Code, eligible
employees may contribute up to 18% of pay (as defined in the Plan)
through any combination of before-tax and after-tax payroll deductions.
(The maximum before-tax contribution for the 1994 calendar year is $9,240.)
Employees are immediately vested in their savings contributions.
Xerox Optional Profit Sharing Contributions
Eligible employees may receive an optional profit sharing contribution
from the Sponsor. The contribution ranges from zero to 10% of pay
and is based upon the return on assets (ROA) of the Xerox Document
Processing industry segment as defined in the Plan document. ROA is
determined as of the Sponsor's calendar year-end, which differs from the
November 30 Plan year-end.
An employee may receive the contribution in cash or Xerox Corporation common
stock, or may elect to invest all or part of the contribution on a tax deferred
basis, subject to limits imposed by the Internal Revenue Code, through
the Plan's investment funds. Employees are immediately vested in optional
profit sharing contributions.
8
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(1) Description of Plan (continued)
For the calendar year ended December 31, 1994, the Sponsor's ROA was 16% which
will result in an optional profit sharing contribution for the plan year ending
November 30, 1995 for all eligible active employees at December 31, 1994 equal
to 9.1% of pay or $50,842,848.
For the Sponsor's year ended December 31, 1993, ROA targets (as defined in the
Plan document) requiring the sponsor to make optional profit sharing
contributions were not achieved. Accordingly, no optional profit sharing
contributions were made in the Plan year ended November 30, 1994.
Investment Funds
As further described in note 3, the investment funds are part of the Xerox Trust
Agreement to Fund Retirement Plans (Master Trust). Employees can direct their
plan accounts to one or more of the following six investment funds:
International Stock Fund -- Invests primarily in stocks of companies based
outside of the United States. As further described in note 3, the Plan,
through its Master Trust, also enters into forward-foreign exchange contracts as
a hedge against the adverse impacts of foreign currency fluctuations of foreign
investments.
U.S. Stock Fund -- Invests primarily in stocks of medium to large U.S.
companies.
Small Company Stock Fund -- Invests primarily in stocks of smaller U.S.
companies normally those representing the smallest 20% of the broad stock
market.
Balanced Fund -- Invests in a variety of stocks, bonds, convertible securities
and money market instruments, emphasizing the common stock of many different
companies. Other investments also include real estate and private placements.
Income Fund -- Invests in investment contracts with insurance companies
and banks, government and corporate bonds, mortgage-backed
securities and money market instruments.
Xerox Stock Fund -- Invests exclusively in Xerox Corporation common
stock and some short-term cash equivalents.
9
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(1) Description of Plan (continued)
Segregated Assets Fund
This fund was established on April 1, 1991 and represents participant
investments in certain guaranteed investment contracts which are segregated
and frozen. See note 4 to the financial statements for further discussion.
Employee Loan Fund
Participants are permitted to borrow from their profit sharing savings
accounts subject to certain limitations. The loans are payable over terms
up to 14.5 years and bear interest at the quarterly Citibank commercial
prime rate in effect at the time of loan issuance plus 1%. Principal and
interest payments on the loans are redeposited into the participants'
accounts based on their current investment allocation elections. Loans are
issued at market value. At November 30, 1994, market value on loans
approximates fair value.
(2) Federal Income Taxes
The Plan obtained its latest determination letter from the Internal Revenue
Service on January 22, 1990, covering Plan amendments through
August 12, 1988, indicating that the Plan, as designed, was in compliance
with the applicable requirements of the Internal Revenue Code. Since receiving
the determination letter, the Plan has been fully amended to conform
qualification requirements enacted by the Tax Reform Act of 1986 and Omnibus
Budget Reconciliation Act of 1993. The Plan, as amended, has been recently
submitted to the IRS for a new determination letter. The Plan administrator
and the Plan's internal tax counsel believe that the Plan, as currently
designed and operated, is in compliance with the applicable requirements of
the Internal Revenue Code. Accordingly, they believe that the Plan was
qualified and the related trust was tax-exempt as of the financial statement
date.
As long as the Plan continues to be qualified under present federal income
tax laws and regulations, participants will not be taxed on company
contributions or on investment earnings on such contributions at the time
such contributions and investment earnings are received by the trustee under
the Plan, but may be subject to tax thereon at such time as they receive
distributions under the Plan.
10
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(3) Master Trust
As discussed in note 1, the Plan participates in the Master Trust. The
following other Xerox employee benefit plans also participate in the
Master Trust as of November 30, 1994:
The Profit Sharing Plan of Xerox Corporation and The
Xerographic Division, A.C.T.W.U., A.F.L.-C.I.O.;
Xerox Corporation Retirement Income Guarantee Plan;
Retirement Income Guarantee Plan of Xerox Corporation
and The Xerographic Division, A.C.T.W.U.,
A.F.L.-C.I.O.; and
XDS Investment Plan.
Effective September 30, 1993, the Master Trust (and the Plan) was
amended to permit the General Fund to be split into four investment
pools: International Stock Pool, U.S. Stock Pool, Small Company
Stock Pool and All Other Pool. The Balanced Fund (formerly the
General Fund) participates in each of the four investment pools.
The Master Trust currently has six investment accounts -- the International
Stock Pool, U.S. Stock Pool, Small Company Stock Pool, All Other
Pool, Income Fund, and the Xerox Stock Fund. Participants direct
their accounts into investment funds, as described in note 1, which
are formed from the aforementioned investment accounts. Each of
the plans has an ownership interest in one or more of these investment
accounts and shares in the investment results of the account(s) in
accordance with that interest as determined by participant fund elections.
In addition, there is a Segregated Assets Fund which is discussed
in note 4.
The following financial information is presented for the Master Trust
and each of the Master Trust investment accounts:
11
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Statement of Net Assets of the Master Trust as of November 30, 1994:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock All Other Income Stock Assets
Pool Pool Pool Pool Fund Fund Fund Total
Assets (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receivables:
Accrued dividends $ 739,927 902,683 384,005 962,589 - 647,774 - 3,636,978
Accrued interest 31,634 467,698 246,978 11,408,094 6,385,420 6,679 - 18,546,503
Due from brokers 50,810,131 15,106,943 32,916,635 62,027,865 - - - 160,861,574
Total receivables 51,581,692 16,477,324 33,547,618 74,398,548 6,385,420 654,453 - 183,045,055
Investments
at fair value:
At market value:
Short-term
investments 5,796,344 42,326,949 56,522,639 235,949,816 50,879,699 973,372 - 392,448,819
Fixed income
investments 753,429 20,082,445 - 718,869,624 168,599,692 - - 908,305,190
Equity securities:
Xerox common
stock - - - - - 84,858,427 - 84,858,427
Other 672,108,462 847,486,121 581,854,946 513,658,546 - - - 2,615,108,075
Investment contracts
with insurance
companies and banks - - - - 825,795,446 - 27,686,390 853,481,836
At estimated fair value:
Real estate trust
interests - - - 165,630,637 - - - 165,630,637
Other investments - - - 91,304,131 - - - 91,304,131
Total
investments 678,658,235 909,895,515 638,377,585 1,725,412,754 1,045,274,837 85,831,799 27,686,390 5,111,137,115
Total assets 730,239,927 926,372,839 671,925,203 1,799,811,302 1,051,660,257 86,486,252 27,686,390 5,294,182,170
Due to brokers 13,937,155 15,992,660 11,442,462 48,988,924 - - - 90,361,201
Net assets $716,302,772 910,380,179 660,482,741 1,750,822,378 1,051,660,257 86,486,252 27,686,390 5,203,820,969
<FN>
</TABLE>
12
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of Master Trust investments by investment pool and fund as of November 30,
1994 is as follows:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock Balanced Income Stock Assets
Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $ 69,638,452 - - 646,664,320 - - - 716,302,772
U.S. Stock Pool - 38,368,076 - 872,012,103 - - - 910,380,179
Small Company
Stock Pool - - 39,472,492 621,010,249 - - - 660,482,741
All Other Pool - - - 1,750,822,378 - - - 1,750,822,378
Income Fund - - - - 1,051,660,257 - - 1,051,660,257
Xerox Stock Fund - - - - - 86,486,252 - 86,486,252
Segregated Assets
Fund - - - - - - 27,686,390 27,686,390
Total $ 69,638,452 38,368,076 39,472,492 3,890,509,050 1,051,660,257 86,486,252 27,686,390 5,203,820,969
<FN>
</TABLE>
13
<PAGE>
<TABLE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(3) Master Trust (continued)
Investments in the Master Trust for all participating plans as of November 30, 1994 are as
follows:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock Balanced Income Stock Assets
Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing
and Savings
Plan $ 66,071,371 37,033,463 38,123,594 482,117,043 718,541,144 81,345,830 18,971,990 1,442,204,435
The Profit Sharing
Plan of Xerox
Corporation and
The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. 3,567,081 1,334,613 1,348,898 30,593,699 90,862,095 5,140,422 1,874,205 134,721,013
Xerox Corporation
Retirement Income
Guarantee Plan - - - 3,000,228,425 209,683,564 - 5,989,417 3,215,901,406
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - 377,207,391 32,573,454 - 850,778 410,631,623
XDS Investment
Plan - - - 362,492 - - - 362,492
Total $ 69,638,452 38,368,076 39,472,492 3,890,509,050 1,051,660,257 86,486,252 27,686,390 5,203,820,969
<FN>
</TABLE>
14
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Statement of Net Assets of the Master Trust as of November 30, 1993:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock All Other Income Stock Assets
Pool Pool Pool Pool Fund Fund Fund Total
Assets (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 2,593,192 - 95,584 815,448 128,934 - - 3,633,158
Receivables:
Accrued dividends 714,324 939,466 268,499 787,008 - 554,763 - 3,264,060
Accrued interest 26,842 243,097 14,548 9,726,271 6,198,319 3,527 - 16,212,604
Due from brokers 2,211,143 7,408,678 14,432,665 31,329,385 - - - 55,381,871
Total receivables 2,952,309 8,591,241 14,715,712 41,842,664 6,198,319 558,290 - 74,858,535
Investments
at fair value:
At market value:
Short-term
investments 6,488,514 1,235,327 3,216,896 140,137,734 14,223,772 5,265 9,849,886 175,157,394
Fixed income
investments 442,629 13,522,108 - 686,691,430 - - - 700,656,167
Equity securities:
Xerox common
stock - - - - - 60,931,469 - 60,931,469
Other 598,832,889 922,726,187 533,641,645 793,381,072 - - - 2,848,581,793
Investment contracts
with insurance
companies and banks - - - - 1,018,550,495 - 55,739,277 1,074,289,772
At estimated fair value:
Real estate trust
interests - - - 180,197,637 - - - 180,197,637
Other investments - - - 82,772,373 - - - 82,772,373
Total
investments 605,764,032 937,483,622 536,858,541 1,883,180,246 1,032,774,267 60,936,734 65,589,163 5,122,586,605
Total assets 611,309,533 946,074,863 551,669,837 1,925,838,358 1,039,101,520 61,495,024 65,589,163 5,201,078,298
Due to brokers 3,641,328 5,113,927 5,110,783 18,224,486 - 44,810 - 32,135,334
Net assets $607,668,205 940,960,936 546,559,054 1,907,613,872 1,039,101,520 61,450,214 65,589,163 5,168,942,964
<FN>
</TABLE>
15
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of Master Trust investments by investment pool and fund as of November 30,
1993 is as follows:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock Balanced Income Stock Assets
Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $ 21,280,470 - - 586,387,735 - - - 607,668,205
U.S. Stock Pool - 18,523,209 - 922,437,727 - - - 940,960,936
Small Company
Stock Pool - - 14,478,144 532,080,910 - - - 546,559,054
All Other Pool - - - 1,907,613,872 - - - 1,907,613,872
Income Fund - - - - 1,039,101,520 - - 1,039,101,520
Xerox Stock Fund - - - - - 61,450,214 - 61,450,214
Segregated Assets
Fund - - - - - - 65,589,163 65,589,163
Total $ 21,280,470 18,523,209 14,478,144 3,948,520,244 1,039,101,520 61,450,214 65,589,163 5,168,942,964
<FN>
</TABLE>
16
<PAGE>
<TABLE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(3) Master Trust (continued)
Investments in the Master Trust for all participating plans as of November 30, 1993 are as
follows:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock Balanced Income Stock Assets
Fund Fund Fund Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing
and Savings
Plan $20,798,765 17,984,805 14,224,843 480,999,823 727,165,214 58,172,843 44,944,784 1,364,291,077
The Profit Sharing
Plan of Xerox
Corporation and
The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. 481,705 538,404 253,301 27,969,266 86,314,196 3,277,371 4,439,982 123,274,225
Xerox Corporation
Retirement Income
Guarantee Plan - - - 3,047,753,638 193,419,666 - 14,188,905 3,255,362,209
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - 391,394,955 32,202,444 - 2,015,492 425,612,891
XDS Investment
Plan - - - 402,562 - - - 402,562
Total $21,280,470 18,523,209 14,478,144 3,948,520,244 1,039,101,520 61,450,214 65,589,163 5,168,942,964
<FN>
</TABLE>
17
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Statement of Changes in Net Assets of the Master Trust for the year ended November 30, 1994:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock All Other Income Stock Assets
Pool Pool Pool Pool Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Transfers in $11,103,229 7,858,350 6,695,143 126,932,929 71,994,664 8,904,234 - 233,488,549
Investment earnings:
Interest 9,403 1,787,764 867,612 66,936,509 72,848,224 46,636 - 142,496,148
Dividends 9,041,094 36,298,979 11,232,148 27,199,478 - 2,269,628 - 86,041,327
Net App(Dep) 39,332,070 (33,194,137) 29,005,444 (80,651,679) (2,811,275) 10,312,638 - (38,006,939)
Other (490,147) 31,654 47,866 82,536 256,087 - - (72,004)
Total 47,892,420 4,924,260 41,153,070 13,566,844 70,293,036 12,628,902 - 190,458,532
Total Additions 58,995,649 12,782,610 47,848,213 140,499,773 142,287,700 21,533,136 - 423,947,081
Deductions:
Administrative Exp 3,757,485 3,619,773 3,684,933 15,744,129 1,613,751 40,968 - 28,461,039
Transfer out 4,648,473 2,178,149 2,153,359 215,151,406 129,516,572 6,960,078 - 360,608,037
Total deductions 8,405,958 5,797,922 5,838,292 230,895,535 131,130,323 7,001,046 - 389,069,076
Transfers between
funds/pools 58,044,876 (37,565,445) 71,913,766 (66,395,732) 1,401,360 10,503,948 (37,902,773) -
Net assets:
Beginning of year 607,668,205 940,960,936 546,559,054 1,907,613,872 1,039,101,520 61,450,214 65,589,163 5,168,942,964
End of year $716,302,772 910,380,179 660,482,741 1,750,822,378 1,051,660,257 86,486,252 27,686,390 5,203,820,969
<FN>
</TABLE>
18
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of net income (loss) from Master Trust investments, net of administrative
expenses, by investment pool and fund for the year ended November 30, 1994:
<CAPTION>
Small
International Company Xerox
Stock U.S Stock Stock Balanced Income Stock
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $1,008,818 - - 43,126,117 - - 44,134,935
U.S. Stock Pool - (292,005) - 1,596,492 - - 1,304,487
Small Company
Stock Pool - - 1,630,870 35,837,267 - - 37,468,137
All Other Pool - - - (2,177,285) - - (2,177,285)
Income Fund - - - - 68,679,285 - 68,679,285
Xerox Stock Fund - - - - - 12,587,934 12,587,934
Total $1,008,818 (292,005) 1,630,870 78,382,591 68,679,285 12,587,934 161,997,493
<FN>
</TABLE>
19
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Net income (loss) from Master Trust investments, net of administrative expenses for all participating
plans for the year ended November 30, 1994:
<CAPTION>
Small
International Company Xerox
Stock U.S Stock Stock Balanced Income Stock
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing and
Savings Plan $990,310 (276,821) 1,597,490 9,409,964 47,427,369 11,922,151 71,070,463
The Profit Sharing
Plan of Xerox
Corporation and The
Xerographic Division,
A.C.T.W.U.,
A.F.L.-C.I.O. 18,508 (15,184) 33,380 522,951 5,764,599 665,783 6,990,037
Xerox Corporation
Retirement Income
Guarantee Plan - - - 60,518,330 13,354,463 - 73,872,793
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - 7,930,526 2,132,854 - 10,063,380
XDS Investment Plan - - - 820 - - 820
Master Trust
investment
income, net of
administrative
expenses $1,008,818 (292,005) 1,630,870 78,382,591 68,679,285 12,587,934 161,997,493
<FN>
* The above allocation of investment results, net of administrative expenses, is at the Master
Trust level. This allocation differs from the amounts reported in the statement of changes in net
assets available for plan benefits due to the impact of investment manager expenses accrued at the
Plan level.
</TABLE>
20
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Statement of Changes in Net Assets of the Master Trust for the year ended November 30, 1994:
<CAPTION>
Small
International Company Xerox Segregated
Stock U.S Stock Stock All Other General Income Stock Assets
Pool Pool Pool Pool Fund Fund Fund Fund Total
(see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Transfers in $996,544 1,014,485 738,673 13,949,222 116,904,684 92,605,953 10,940,210 - 237,149,771
Investment earnings:
Interest 43,316 188,274 24,999 9,750,852 39,557,055 76,048,560 26,136 - 125,639,192
Dividends 1,079,947 7,203,304 1,160,345 3,017,227 66,822,399 - 2,274,604 - 81,557,826
Net Appreciation
(Depreciation)15,307,074 (13,414,175) (1,994,961) 930,172 353,884,402 - 2,314,022 - 357,026,534
Other (132,280) 50,162 1,326 (1,087,454) 16,335,538 94 691 - 15,168,077
Total 16,298,057 (5,972,435) (808,291) 12,610,797 476,599,394 76,048,654 4,615,453 - 579,391,629
Total Additions 17,294,601 (4,957,950) (69,618) 26,560,019 593,504,078 168,654,607 15,555,663 - 816,541,400
Deductions:
Administrative
Exp 10,247 - - 4,141,993 9,752,862 986,831 72,658 - 14,964,591
Transfer out 6,724 17,815 13,877 18,705,579 97,254,002 83,310,985 5,380,649 - 204,689,631
Total deductions 16,971 17,815 13,877 22,847,572 107,006,864 84,297,816 5,453,307 - 219,654,222
Transfers between
funds/pools 590,390,575 945,936,701 546,642,549 1,903,901,425 (3,960,270,052) (20,846,390) (5,754,808) - -
Transfers from the
XES, Inc. Employee
Retirement Plan - - - - 20,527,433 - - - 20,527,433
Net assets:
Beginning of year - - - - 3,453,245,405 975,591,119 57,102,666 65,589,163 4,551,528,353
End of year 607,668,205 940,960,936 546,559,054 1,907,613,872 - 1,039,101,520 61,450,214 65,589,163 5,168,942,964
<FN>
</TABLE>
21
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of net income (loss) from Master Trust investments, net of administrative expenses, by
investment pool and fund for the year ended November 30, 1993:
<CAPTION>
Small
International Company Xerox
Stock U.S Stock Stock Balanced Income Stock
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $(881,145) - - 17,168,955 - - 16,287,810
U.S. Stock Pool - (297,983) - (5,674,452) - - (5,972,435)
Small Company
Stock Pool - - (185,362) (622,929) - - (808,291)
All Other Pool - - - 8,468,804 - - 8,468,804
General Fund - - - 466,846,532 - - 466,846,532
Income Fund - - - - 75,061,823 - 75,061,823
Xerox Stock Fund - - - - - 4,542,795 4,542,795
Total $(881,145) (297,983) (185,362) 486,186,910 75,061,823 4,542,795 564,427,038
<FN>
</TABLE>
22
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Net income (loss) from Master Trust investments, net of administrative expenses for all participating
plans for the year ended November 30, 1993:
<CAPTION>
Small
International Company Xerox
Stock U.S Stock Stock Balanced Income Stock
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing and
Savings Plan $(871,282) (295,959) (189,517) 56,681,511 53,283,721 4,330,034 112,938,508
The Profit Sharing
Plan of Xerox
Corporation and The
Xerographic Division,
A.C.T.W.U.,
A.F.L.-C.I.O. (9,863) (2,024) 4,155 3,442,203 5,942,630 212,761 9,589,862
Xerox Corporation
Retirement Income
Guarantee Plan - - - 377,822,758 13,617,520 - 391,440,278
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - 48,190,847 2,217,952 - 50,408,799
XDS Investment Plan - - - 49,591 - - 49,591
Master Trust
investment
income, net of
administrative
expenses $(881,145) (297,983) (185,362) 486,186,910 75,061,823 4,542,795 564,427,038
<FN>
</TABLE>
23
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(3) Master Trust (continued)
Master Trust investments are managed by selected investment
managers under the direction of the Treasurer of Xerox Corporation.
The Finance Committee of the Xerox Corporation Board of Directors
is responsible for establishing investment guidelines, reviewing the
investment decisions of the Treasurer and reviewing the investment results
of the Master Trust. The Finance Committee of the Xerox Corporation
Board of Directors consists, at present, of five members of the Xerox
Corporation Board of Directors, none of whom are officers of Xerox
Corporation.
Marketable securities are valued at the last reported sales price on the last
business day of the year. Quotations are obtained from national securities
exchanges or, in instances where securities are not listed on any of the
exchanges, quotations are obtained from brokerage firms. Securities and
trust funds that are not readily marketable are valued based on comparisons
to yields of issues of similar quality and maturities.
The value of the investment contracts with insurance companies and banks
is at contract value. In connection with the fully benefit-responsive
investment contracts, the following information is presented:
(i) The average investment yields for the years ended November 30, 1994 and
1993 were 6.7% and 7.5% respectively.
(ii) The crediting interest rates at November 30, 1994 and 1993 ranged from
4.2% to 10.2% and from 5.2% to 9.7%, respectively.
(iii) The fair value, as determined by discounting future cash flows and the
market value of underlying investments, at November 30, 1994 and 1993
was approximately $811,978,057 and $1,049,000,000 respectively.
The Master Trust invests in real estate group trusts. These trusts provide
pension and profit sharing plans with a medium for pooling their funds for
investment in income producing real estate. The group trusts value real
estate holdings at estimated market value based upon independent appraisals,
and considering significant changes in economic circumstances, and capital
additions made to properties after the appraisal date. Such market value
estimates necessarily involve subjective judgments. Accordingly, the actual
market price of the real estate can only be determined by negotiation between
independent third parties in a sales transaction.
Purchases and sales of securities are recorded on a trade date basis. Dividend
income is recorded on the ex-dividend date. Interest income is recorded
as earned.
Derivative financial instruments are used by the Master Trust's investment
managers primarily to rebalance the fixed income/equity allocation of the
Master Trust's portfolio and to hedge the currency risk component of the
Master Trust's foreign investments. Leveraging of the Master Trust's assets
and speculation are prohibited. Currency hedge positions are not permitted
to exceed the level of exposure in the related Master Trust's assets.
The derivative most commonly used by the investment managers are highly liquid
exchange traded equity and fixed income futures and over-the-counter foreign
exchange forward contracts. Including the foreign exchange forward contracts,
less than 5% of the Master Trust's assets are invested in non-exchange traded
derivatives at November 30, 1994. The use of derivative instruments is not
believed to materially increase the credit or market risk of the Master Trust's
investments.
24
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The net appreciation (depreciation) of investments for the year ended
November 30, 1994 is as follows:
<CAPTION>
U.S. Small
International Stock Company All Other Income Xerox
Stock Pool Pool Stock Pool Pool Fund Stock Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at
fair value:
Short-term and fixed
income investments $ (126,020) (776,284) - (72,906,554) (2,811,275) - (76,620,133)
Xerox common stock - - - - - 10,312,638 10,312,638
Other equity investments 39,458,090 (32,417,853) 29,005,444 (11,170,424) - - 24,875,257
Investments at estimated
fair value:
Real estate trust
interests - - - (3,774,706) - - (3,774,706)
Other investments - - - 7,200,005 - - 7,200,005
Total $ 39,332,070 (33,194,137) 29,005,444 (80,651,679) (2,811,275) 10,312,638 (38,006,939)
<FN>
</TABLE>
<TABLE>
The net appreciation (depreciation) of investments for the year ended
November 30, 1993 is as follows:
<CAPTION>
U.S. Small
International Stock Company All Other General Xerox
Stock Pool Pool Stock Pool Pool Fund Stock Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at
fair value:
Short-term and fixed
income investments $ 194,404 (4,352,570) - 269,111 41,255,331 - 37,366,276
Xerox common stock - - - - - 2,314,022 2,314,022
Other equity investments 15,112,670 (9,061,605) (1,994,961) 701,790 320,197,504 - 324,955,398
Investments at estimated
fair value:
Real estate trust
interests - - - (46,941) (8,722,829) - (8,769,770)
Other investments - - - 6,212 1,154,396 - 1,160,608
Total $ 15,307,074 (13,414,175) (1,994,961) 930,172 353,884,402 2,314,022 357,026,534
<FN>
There are no investments in the Plan that represent 5% or more of Master
Trust net assets.
</TABLE>
25
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(4) Segregated Assets Fund - Investment Contracts with Executive
Life Insurance Company
On April 11, 1991, the California Department of Insurance (CDI) took
over Executive Life Insurance Company (ELIC) citing a "serious danger
of insolvency" and temporarily suspended all payments on Guaranteed
Investment Contracts (GICs) issued by ELIC. Effective April 1, 1991,
in order to treat all participants fairly, the affected assets were
transferred into a Segregated Assets Fund which will not be available
for loans, transfers, withdrawals or distributions until the situation
has been resolved.
Based on documents filed in the court by the California Commissioner
of Insurance, Xerox estimates that a substantial amount of the ELIC
investment in the Segregated Assets Fund balance should be recovered.
The Xerox retirement and savings plans have received $37.9 million in
payments related to the ELIC investments through November 30, 1994.
Additional payments are payable through 1998.
(5) Unit Values
The interests of Plan participants in each of the funds is expressed
in terms of units, representing undivided interests in the net assets
of the fund. Unit value is calculated monthly by dividing the total
value of net assets of each fund (reduced by employer contributions
receivable not yet received by the Master Trust and by unaccrued benefit
payments) by units outstanding at the valuation date.
26
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(5) Unit Values (continued)
The total number of units and net asset value per unit outstanding at month-end during
the year ended November 30, 1994 was as follows:
<CAPTION>
International Fund U.S Stock Fund Small Co. Fund Balanced Fund Income Fund Xerox Stock Fund
Units Unit Units Unit Units Unit Units Unit Units Unit Units Unit
Outstanding Value Outstanding Value Outstanding Value Outstanding Value Outstanding Value Outstanding Value
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31:
29,650,170 $1.128051 25,640,192 $1.020155 20,997,238 $1.047018 51,675,323 $9.567722 133,143,140 $5.312541 15,999,351 $3.836510
January 31:
36,851,934 1.200937 28,424,934 1.056300 24,434,016 1.092702 52,170,707 9.919163 131,364,750 5.345800 15,844,882 4.206652
February 28:
42,667,207 1.151156 30,254,067 1.027632 26,883,671 1.089830 52,606,036 9.723347 130,204,457 5.377490 15,666,419 4.193499
March 31:
51,172,198 1.091995 31,253,596 0.981430 29,297,625 1.035358 52,818,282 9.349340 127,209,798 5.410319 15,380,055 4.131032
April 30:
57,343,692 1.119416 32,515,538 0.991031 32,198,094 1.044826 53,658,192 9.388670 127,867,116 5.443035 15,510,833 4.274473
May 31:
58,676,106 1.122803 33,336,553 1.006992 33,694,298 1.037543 53,616,863 9.438358 131,169,340 5.478523 15,507,304 4.377705
June 30:
59,287,381 1.083635 34,180,296 0.973525 34,564,353 1.006952 53,386,210 9.228455 130,688,663 5.506822 15,911,241 4.261137
July 31:
60,932,030 1.126868 35,829,007 1.001848 35,461,113 1.030408 53,467,999 9.449647 130,813,058 5.540161 16,577,238 4.454264
August 31:
60,431,068 1.161954 36,012,798 1.041306 35,182,859 1.089944 53,072,719 9.740418 130,607,925 5.572710 17,059,290 4.696045
September 30:
60,483,570 1.124887 36,357,693 1.019799 35,160,139 1.089271 52,616,452 9.608760 130,933,162 5.598163 17,819,718 4.681576
October 31:
60,411,609 1.141573 36,863,237 1.037421 35,238,115 1.101845 51,768,310 9.696911 129,298,227 5.629306 18,147,966 4.492321
November 30:
60,379,615 1.098006 37,212,480 0.994977 35,647,051 1.070708 51,220,254 9.450125 128,609,197 5.646585 18,825,472 4.336586
<FN>
</TABLE>
27
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
(5) Unit Values (continued)
The Segregated Assets Fund had 56,486,401.727 units outstanding and a
net asset value of $18,971,990 at November 30, 1994.
The total number of units and net asset value per unit outstanding at month-end during
the year ended November 30, 1993 was as follows:
<CAPTION>
International Fund U.S Stock Fund Small Co. Fund Balanced Fund Income Fund Xerox Stock Fund
Units Unit Units Unit Units Unit Units Unit Units Unit Units Unit
utstanding Value Outstanding Value Outstanding Value Outstanding Value Outstanding Value Outstanding Value
<S><C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31:
N/A N/A N/A N/A N/A N/A 47,251,405 $8.263373 139,590,837 $4.939860 16,576,889 $3.288506
January 31:
N/A N/A N/A N/A N/A N/A 47,487,203 8.400025 140,293,607 4.970864 16,822,231 3.552823
February 28:
N/A N/A N/A N/A N/A N/A 47,819,751 8.396903 140,454,157 5.000866 17,088,631 3.432812
March 31:
N/A N/A N/A N/A N/A N/A 50,152,465 8.633104 143,071,498 5.033350 17,777,525 3.485547
April 30:
N/A N/A N/A N/A N/A N/A 50,445,205 8.557225 143,863,885 5.062922 17,740,528 3.226614
May 31:
N/A N/A N/A N/A N/A N/A 50,818,376 8.770408 144,132,072 5.095388 17,577,681 3.198325
June 30:
N/A N/A N/A N/A N/A N/A 51,116,214 8.850279 144,426,920 5.124256 17,368,618 3.369427
July 31:
N/A N/A N/A N/A N/A N/A 51,572,155 8.894992 144,677,454 5.159230 17,371,939 3.077099
August 31:
N/A N/A N/A N/A N/A N/A 51,892,658 9.198010 144,188,690 5.191105 17,211,143 3.127929
September 30:
235,156 $1.000000 245,314 $1.000000 177,846 $1.000000 52,113,863 9.208018 144,381,979 5.220284 17,098,791 3.111230
October 31:
19,975,038 1.068233 17,687,342 1.014335 13,940,266 1.016238 51,552,754 9.403094 137,172,172 5.251874 16,284,875 3.371969
November 30:
29,344,927 1.023990 25,311,385 0.997592 20,763,969 1.002640 51,415,177 9.257618 133,666,560 5.281596 15,883,410 3.539666
<FN>
The Segregated Assets Fund had 134,362,127 units outstanding and a net asset value of
$44,944,784 at November 30, 1993.
</TABLE>
29
<PAGE>
<TABLE>
Schedule 1
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
November 30, 1994
<CAPTION>
Description of investment including
Identity of issuer, borrower, maturity date, rate of interest, Historical Cost Current Value
lessor, or similar party collateral, par or maturity value
<S> <C> <C> <C>
Investment in Master Trust (1) $1,330,674,637 $1,442,204,435
Investment in Employees' Loans Loans to Plan participants,
maturity dates through 5/31/08,
interest rates from 7.5% to
11.5% per annum. - 54,862,287
<FN>
(1) See note 3.
</TABLE>
30
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administrator and Participants of Xerox Corporation Profit Sharing
and Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Xerox Corporation Profit Sharing and Savings Plan (Plan) as of
November 30, 1994 and 1993, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of November 30, 1994 and 1993, and the changes in those net assets available
for Plan benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes is presented for purpose of additional analysis
and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for plan benefits and the statements of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes
in the assets available for plan benefits of each fund. The supplemental
schedule and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG PEAT MARWICK LLP
Rochester, New York
May 15, 1995
32
<PAGE>
EXHIBIT INDEX
Electronic
Submission
Exhibit Document
(b)(1) Accountants' Consent 2
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ACCOUNTANTS' CONSENT
The Board of Directors
Xerox Corporation:
We consent to incorporation by reference in the Registration Statement
(No. 2-86274) on Form S-8 of Xerox Corporation of our report dated May 15,
1995, relating to the statements of net assets available for plan benefits of
the Xerox Corporation Profit Sharing and Savings Plan as of November 30, 1994
and 1993, and the related statements of changes in net assets available for
plan benefits for the years then ended, which report appears in the November
30, 1994 Annual Report on Form 11-K of the Xerox Corporation Profit Sharing
and Savings Plan.
KPMG PEAT MARWICK LLP
Rochester, New York
May 15, 1995
