<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: December 31, 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:
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
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.
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Patricia M. Nazemetz
Stamford, Connecticut
Dated June 26, 1995
2
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Financial Statements and Schedule
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
3
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Statement of Net Assets Available for Plan Benefits
with Fund Information
December 31, 1994
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------------------------------
Small
Company Xerox Segregated Employee
International U.S Stock Stock Balanced Income Stock Assets Loan
Stock Fund Fund Fund Fund Fund Fund Fund Total
Fund (see note 4 )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Employer contributions
receivable $ 33,574 16,700 23,082 1,435,336 1,416,645 125,831 - - 3,051,168
Investment in
employees'
loans $ - - - - - - - 8,970,184 8,970,184
Investment in
Master Trust 3,354,512 1,329,298 1,429,505 30,366,601 91,493,729 5,406,194 1,874,205 - 135,254,044
Total assets 3,388,086 1,345,998 1,452,587 31,801,937 92,910,374 5,532,025 1,874,205 8,970,184 147,275,396
Liabilities:
Accrued expenses
and other
liabilities 3,478 1,500 1,077 32,420 21,684 (938) - - 59,221
Due from (to)
other funds (4,322) (4,403) (3,059) (51,790) (162,581) (4,279) - 230,434 -
Net assets
available for
plan benefits $ 3,380,286 1,340,095 1,448,451 31,717,727 92,726,109 5,528,684 1,874,205 9,200,618 147,216,175
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
4
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Statement of Net Assets Available for Plan Benefits
with Fund Information
December 31, 1993
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------------------------------
Small
Company Xerox Segregated Employee
International U.S Stock Stock Balanced Income Stock Assets Loan
Stock Fund Fund Fund Fund Fund Fund Fund Total
Fund (see note 4 )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Employer contributions
receivable $ 42,757 23,500 17,657 571,453 1,384,492 63,978 - - 2,103,837
Investment in
employees'
loans $ - - - - - - - 7,897,396 7,897,396
Investment in
Master Trust 1,535,567 1,005,105 514,484 29,553,131 85,285,984 3,586,309 4,439,982 - 125,920,562
Other - - - - 13,118 - - - 13,118
Total assets 1,578,324 1,028,605 532,141 30,124,584 86,683,594 3,650,287 4,439,982 7,897,396 135,934,913
Liabilities:
Accrued expenses
and other
liabilities 819 553 379 40,629 - 206 - - 42,586
Due from (to)
other funds 565,857 99,126 61,025 144,090 (830,829) (276,730) - 237,461 -
Net assets
available for
plan benefits $ 2,143,362 1,127,178 592,787 30,228,045 85,852,765 3,373,351 4,439,982 8,134,857 135,892,327
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
5
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information
Year ended December 31, 1994
<CAPTION>
Fund Information
----------------------------------------------------------------------------------------------------------------
Small
Company Xerox Segregated Employee
International U.S Stock Stock Balanced Income Stock Assets Loan
Stock Fund Fund Fund Fund Fund Fund Fund Total
Fund (see note 4 )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 33,305 16,340 22,812 1,421,797 1,496,837 126,084 - - 3,117,175
Employees-
voluntary 394,279 204,052 157,440 3,676,059 9,395,921 478,178 - - 14,305,929
427,584 220,392 180,252 5,097,856 10,892,758 604,262 - - 17,423,104
Net income from
Master Trust investments,
net of administrative
expenses (205,008) (25,378) 33,598 (282,640) 5,654,635 429,090 - - 5,604,297
Interest income on
employees' loans - - - - - - - 534,057 534,057
Total 222,576 195,014 213,850 4,815,216 16,547,393 1,033,352 - 534,057 23,561,458
Benefit payments (282,639) (86,778) (102,492) (2,481,851) (8,988,424) (295,426) - - (12,237,610)
Transfers among
funds 1,296,987 104,681 744,306 (843,683) (685,625) 1,417,407 (2,565,777) 531,704 -
Net increase (decrease)
in net assets
available for
plan benefits 1,236,924 212,917 855,664 1,489,682 6,873,344 2,155,333 (2,565,777) 1,065,761 11,323,848
Net assets available
for plan benefits:
Beginning of
year 2,143,362 1,127,178 592,787 30,228,045 85,852,765 3,373,351 4,439,982 8,134,857 135,892,327
End of year 3,380,286 1,340,095 1,448,451 31,717,727 92,726,109 5,528,684 1,874,205 9,200,618 147,216,175
The accompanying notes are an integral part of the financial statements.
</TABLE>
6
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information
Year ended December 31, 1993
<CAPTION>
Fund Information
---------------------------------------------------------------------------------------------------------
Small
Company Xerox Segregated Employee
International U.S Stock Stock Balanced Income Stock Assets Loan
Stock Fund Fund Fund Fund Fund Fund Fund Total
Fund (see note 4 )
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 42,757 23,500 17,657 566,953 1,383,897 - - - 2,034,764
Employees-
voluntary 44,079 44,192 27,581 3,776,664 9,981,970 535,206 - - 14,409,692
86,836 67,692 45,238 4,343,617 11,365,867 535,206 - - 16,444,456
Net income from
Master Trust investments,
net of administrative
expenses 120,598 13,176 18,120 3,680,861 5,980,841 484,171 - - 10,297,767
Interest income on
employees' loans - - - - - - - 625,629 625,629
Total 207,434 80,868 63,358 8,024,478 17,346,708 1,019,377 - 625,629 27,367,852
Benefit payments (99) (427) (71) (1,219,878) (5,082,107) (138,662) - - (6,441,244)
Transfers among
funds 1,936,027 1,046,737 529,500 1,075,935 (4,889,967) (684,029) - 985,797 -
Transfer from Xerox
Corporation Profit
Sharing and Savings
Plan - - - (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
fund - - - - - - (104,810) - (104,810)
Net increase (decrease)
in net assets
available for
plan benefits 2,143,362 1,127,178 592,787 7,878,509 7,374,634 199,452 (104,810) 1,611,426 20,822,538
Net assets available
for plan benefits:
Beginning of year - - - 22,349,536 78,478,131 3,173,899 4,544,792 6,523,431 115,069,789
End of year 2,143,362 1,127,178 592,787 30,228,045 85,852,765 3,373,351 4,439,982 8,134,857 135,892,327
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
December 31, 1994 and 1993
(1) Description of Plan
The following description of the Profit Sharing Plan of Xerox Corporation
and The Xerographic Division, A.C.T.W.U., A.F.L - C.I.O. (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 domestic
full and part-time A.C.T.W.U., A.F.L. - C.I.O. employees of Xerox Corporation
(sponsor). Employees hired on or before the first working day in July are
eligible to participate in the Plan immediately. Otherwise, employees are
eligible to participate beginning on the next January 1.
Payments 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 an annuity payable
from a legal reserve life insurance company.
Employee Savings Contributions
Subject to limits imposed by the Internal Revenue Code, eligible employees
may contribute up to 18% annual of pay (as defined in the Plan) through any
combination of before- 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 Corporation matches 35% of employee savings contributions, up to a
maximum match equaling 1.4% of annual pay.
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. 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.
During 1994, the sponsor's ROA was 16%, which resulted in an optional profit
sharing contribution for all eligible active employees at December 31, 1994
equal to 9.1% of pay or $3,051,068.
8
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(1) Description of Plan (continued)
During 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 1993.
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.
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, based on market capitalization.
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>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
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 the loan is made 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 December 31, 1994, market value on loans
approximates fair value.
(2) Federal Income Taxes
The Plan obtained its latest determination letter from the Internal Revenue
Service (IRS) on July 28, 1986, covering Plan amendments through
October 11, 1985, 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 with
qualificiation requirements enacted by the Tax Reform Act of 1986 and Omnibus
Budget Reconciliation Act of 1993. The Plan, as amended, has recently been
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 actual
distributions under the Plan.
10
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(3) Master Trust
As discussed in note 1, the Plan participates in the Master Trust. The
following other Xerox Corporation employee benefit plans also participate
in the Master Trust as of December 31, 1994:
Xerox Corporation Profit Sharing and Savings Plan;
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 has six investment options -- 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
participate in 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>
</TABLE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(3) Master Trust (continued)
Statement of Net Assets of the Master Trust as of December 31, 1994:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock All Other Income Stock Assets
Stock Pool Pool Pool Fund Fund Fund Total
Assets Pool (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 3,148 9,097 45 18 - - - 12,308
Receivables:
Accrued dividends 446,621 683,726 337,463 871,380 - 647,774 - 2,986,834
Accrued interest 33,924 532,682 267,210 13,031,739 6,729,148 11,142 - 20,605,845
Due from brokers 2,235,831 1,426,530 10,684,287 13,483,796 - - - 27,830,444
Total receivables 2,716,376 2,642,938 11,288,960 27,386,915 6,729,148 658,916 - 51,423,253
Investments
at fair value:
At market value:
Short-term
investments 9,009,966 41,792,714 68,793,635 332,087,600 52,220,697 2,713,608 - 506,618,220
Fixed income
investments 673,386 18,912,572 - 484,053,271 226,745,618 - - 720,384,847
Equity securities:
Xerox common
stock - - - - - 89,619,651 - 89,619,651
Other 653,939,252 863,617,173 512,963,406 749,417,078 - - - 2,779,936,909
Investment contracts
with insurance
companies and banks - - - - 769,803,524 - 27,686,390 797,489,914
Real estate - - - 163,723,180 - - - 163,723,180
Other investments - - - 93,340,341 - - - 93,340,341
Total
investments 663,622,604 924,322,459 581,757,041 1,822,621,470 1,048,769,839 92,333,259 27,686,390 5,161,113,062
Total assets 666,342,128 926,974,494 593,046,046 1,850,008,403 1,055,498,987 92,992,175 27,686,390 5,212,548,623
Due to brokers 3,048,676 7,664,546 1,942,416 27,119,404 - 1,357,626 - 41,132,668
Net assets $ 663,293,452 919,309,948 591,103,630 1,822,888,999 1,055,498,987 91,634,549 27,686,390 5,171,415,955
<FN>
</TABLE>
12
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of Master Trust investments by investment pool and fund as of December 31,
1994 is as follows:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock Balanced Income Stock Assets
Stock Fund Fund Fund Fund Fund Fund Total
Fund (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $ 68,022,397 - - 595,271,055 - - - 663,293,452
U.S. Stock Pool - 39,275,076 - 880,034,872 - - - 919,309,948
Small Company
Stock Pool - - 42,258,270 548,845,360 - - - 591,103,630
All Other Pool - - - 1,822,888,999 - - - 1,822,888,999
Income Fund - - - - 1,055,498,987 - - 1,055,498,987
Xerox Stock Fund - - - - - 91,634,549 - 91,634,549
Segregated Assets
Fund - - - - - - 27,686,390 27,686,390
Total $ 68,022,397 39,275,076 42,258,270 3,847,040,286 1,055,498,987 91,634,549 27,686,390 5,171,415,955
<FN>
</TABLE>
13
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(3) Master Trust (continued)
Investments in the Master Trust for all participating plans as of December 31, 1994 are as
follows:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock Balanced Income Stock Assets
Stock Fund Fund Fund Fund Fund Fund Total
Fund (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing
and Savings
Plan $ 64,667,885 37,945,778 40,828,765 479,095,378 723,861,153 86,228,355 18,971,989 1,451,599,303
The Profit Sharing
Plan of Xerox
Corporation and
The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. 3,354,512 1,329,298 1,429,505 30,366,601 91,493,729 5,406,194 1,874,205 135,254,044
Xerox Corporation
Retirement Income
Guarantee Plan - - - 2,966,903,954 208,810,260 - 5,989,417 3,181,703,631
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - 370,313,301 31,333,845 - 850,779 402,497,925
XDS Investment
Plan - - - 361,052 - - - 361,052
Total $ 68,022,397 39,275,076 42,258,370 3,847,040,286 1,055,498,987 91,634,549 27,686,390 5,171,415,955
<FN>
</TABLE>
14
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Statement of Net Assets of the Master Trust as of December 31, 1993:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock All Other Income Stock Assets
Stock Pool Pool Pool Fund Fund Fund Total
Assets Pool (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 1,942,826 - - - - - - 1,942,826
Receivables:
Accrued dividends 251,855 697,518 395,186 936,670 - 554,763 - 2,835,992
Accrued interest 29,889 235,163 4,228 9,938,366 6,313,465 353 - 16,521,464
Due from brokers 11,614,323 17,205,341 5,601,972 16,672,715 - 948,786 - 52,043,137
Total receivables 11,896,067 18,138,022 6,001,386 27,547,751 6,313,465 1,503,902 - 71,400,593
Investments
at fair value:
At market value:
Short-term
investments 61,657,136 94,327 3,127,738 156,203,122 4,457,300 282,755 9,849,886 235,672,264
Fixed income
investments 441,256 11,622,890 - 688,564,203 - - - 700,628,349
Equity securities:
Xerox common
stock - - - - - 62,974,876 - 62,974,876
Other 638,472,369 953,182,594 572,126,612 833,097,670 - - - 2,996,879,245
Investment contracts
with insurance
companies and banks - - - - 1,011,077,102 - 55,739,277 1,066,816,379
At estimated fair value:
Real estate - - - 176,749,209 - - - 176,749,209
Other investments - - - 86,263,104 - - - 86,263,104
Total
investments 700,570,761 964,899,811 575,254,350 1,940,877,308 1,015,534,402 63,257,631 65,589,163 5,325,983,426
Total assets 714,409,654 983,037,833 581,255,736 1,968,425,059 1,021,847,867 64,761,533 65,589,163 5,399,326,845
Due to brokers 34,758,828 14,430,563 4,108,155 37,797,906 - - - 91,095,452
Net assets $ 679,650,826 968,607,270 577,147,581 1,930,627,153 1,021,847,867 64,761,533 65,589,163 5,308,231,393
</TABLE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(3) Master Trust (continued)
Investments in the Master Trust for all participating plans as of December 31, 1993 are as
follows:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock Balanced Income Stock Assets
Stock Fund Fund Fund Fund Fund Fund Total
Fund (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $ 35,007,301 - - 644,643,525 - - - 679,650,826
U.S. Stock Pool - 27,113,584 - 941,493,686 - - - 968,607,270
Small Company
Stock Pool - - 22,474,838 554,672,743 - - - 577,147,581
All Other Pool - - - 1,930,627,153 - - - 1,930,627,153
Income Fund - - - - 1,021,847,867 - - 1,021,847,867
Xerox Stock Fund - - - - - 64,761,533 - 64,761,533
Segregated Assets
Fund - - - - - - 65,589,163 65,589,163
Total $ 35,007,301 27,113,584 22,474,838 4,071,437,107 1,021,847,867 64,761,533 65,589,163 5,308,231,393
<FN>
</TABLE>
16
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Investments in the Master Trust for all participating plans as of December 31, 1993 are as
follows:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock Balanced Income Stock Assets
Stock Fund Fund Fund Fund Fund Fund Total
Fund (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing
and Savings
Plan $ 33,471,734 26,108,479 21,960,354 495,330,317 713,563,009 61,175,224 44,944,784 1,396,553,901
The Profit Sharing
Plan of Xerox
Corporation and
The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. 1,535,567 1,005,105 514,484 29,553,131 85,285,984 3,586,309 4,439,982 125,920,562
Xerox Corporation
Retirement Income
Guarantee Plan - - - 3,142,405,312 191,354,048 - 14,188,905 3,347,948,265
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - 403,734,978 31,644,826 - 2,015,492 437,395,296
XDS Investment
Plan - - - 413,369 - - - 413,369
Total $ 35,007,301 27,113,584 22,474,838 4,071,437,107 1,021,847,867 64,761,533 65,589,163 5,308,231,393
<FN>
</TABLE>
17
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Statement of Changes in Net Assets of the Master Trust for the year ended December 31, 1994:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock All Other Income Stock Assets
Stock Pool Pool Pool Fund Fund Fund Total
Pool (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Transfers in $ 11,553,765 8,122,564 6,987,403 127,619,433 72,701,254 9,380,959 - 236,365,378
Investment
earnings:
Interest 12,145 1,949,452 1,131,681 67,938,487 72,446,366 57,426 - 143,535,557
Dividends 9,106,518 31,651,521 18,577,981 25,163,430 - 2,269,628 - 86,769,078
Netappreciation(39,257,213)(41,485,157) 6,093,049 (93,044,732) (3,223,805) 5,978,104 - (164,939,754)
Other (480,965) 33,815 56,565 118,626 276,363 - - 4,404
Total (30,619,515) (7,850,369) 25,859,276 175,811 69,498,924 8,305,158 - 65,369,285
Total additions(19,065,750) 272,195 32,846,679 127,795,244 142,200,178 17,686,117 - 301,734,663
Deductions:
Administrative
expenses 4,074,596 3,744,502 3,776,084 14,169,577 1,883,726 63,378 - 27,711,863
Transfers out 5,022,659 2,280,352 2,291,424 255,504,460 138,968,228 7,209,639 - 411,276,762
Total deductions 9,097,255 6,024,854 6,067,508 269,674,037 140,851,954 7,273,017 - 438,988,625
Transfers between
funds/pools 11,805,631 (43,544,663)(12,823,122) 33,702,115 32,302,896 16,459,916 (37,902,773) -
Transfers from
other plans -
XES, Inc.
Employee
Retirement Plan - - - 438,524 - - - 438,524
Net assets:
Beginning of
year $679,650,826 968,607,270 577,147,581 1,930,627,153 1,021,847,867 64,761,533 65,589,163 5,308,231,393
End of year $663,293,452 919,309,948 591,103,630 1,822,888,999 1,055,498,987 91,634,549 27,686,390 5,171,415,955
<FN>
</TABLE>
18
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of net income from Master Trust investments, net of administrative expenses, by
investment pool and fund for the year ended December 31, 1994:
<CAPTION>
Small
Company Xerox
International U.S Stock Stock Balanced Income Stock
Stock Fund Fund Fund Fund Fund Total
Fund
<S> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $(3,808,376) - - (30,885,735) - - (34,694,111)
U.S. Stock Pool - (515,834) - (11,079,037) - - (11,594,871)
Small Company
Stock Pool - - 1,343,142 20,740,050 - - 22,083,192
All Other Pool - - - (13,993,766) - - (13,993,766)
Income Fund - - - - 67,615,198 - 67,615,198
Xerox Stock Fund - - - - - 8,241,780 8,241,780
Total $(3,808,376) (515,834) 1,343,142 (35,218,488) 67,615,198 8,241,780 37,657,422
<FN>
</TABLE>
19
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
Net income from Master Trust investments, net of administrative expenses, for all participating
plans for the year ended December 31, 1994:
<CAPTION>
Small
Company Xerox
International U.S Stock Stock Balanced Income Stock
Stock Fund Fund Fund Fund Fund Total
Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing and
Savings Plan $(3,606,028) (491,403) 1,308,846 (4,303,058) 46,619,642 7,813,835 47,341,834
The Profit Sharing
Plan of Xerox
Corporation and The
Xerographic Division,
A.C.T.W.U.,
A.F.L.-C.I.O. * (202,348) (24,431) 34,296 (290,849) 5,689,437 427,945 5,634,050
Xerox Corporation
Retirement Income
Guarantee Plan - - - (27,190,008) 13,183,761 - (14,006,247)
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - (3,423,714) 2,122,358 - (1,301,356)
XDS Investment Plan - - - (10,859) - - (10,859)
Master Trust
investment
income, net of
administrative
expenses $(3,808,376) (515,834) 1,343,142 (35,218,488) 67,615,198 8,241,780 37,657,422
*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.
<FN>
</TABLE>
20
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(3) Master Trust (continued)
Statement of Changes in Net Assets of the Master Trust for the year ended December 31, 1993:
<CAPTION>
Small
Company Xerox Segregated
International U.S Stock Stock All Other General Income Stock Assets
Stock Pool Pool Pool Fund Fund Fund Fund Total
Pool (see note 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Transfers in $ 1,380,797 1,384,937 1,009,310 17,677,033 114,418,557 93,292,693 11,050,570 - 240,213,897
Investment
earnings:
Interest 76,819 280,179 28,140 14,892,033 36,340,417 75,931,530 24,691 - 127,573,809
Dividends 1,388,456 14,421,509 1,949,837 7,894,517 51,606,508 - 2,274,605 - 79,535,432
Net appreciation77,951,301 1,192,606 22,034,883 19,575,448 314,139,075 - 6,944,246 - 441,837,559
Other (139,815) 51,563 1,326 (650,360) 13,952,675 95 652 - 13,216,136
Total 79,276,761 15,945,857 24,014,186 41,711,638 416,038,675 75,931,625 9,244,194 - 662,162,936
Total additions 80,657,558 17,330,794 25,023,496 59,388,671 530,457,232 169,224,318 20,294,764 - 902,376,833
Deductions:
Administrative
expenses 23,909 2,958 2,311 7,776,116 9,204,309 1,148,214 71,308 - 18,229,125
Transfers out 52,161 57,276 49,192 26,358,810 86,982,599 85,029,190 5,189,019 - 203,718,247
Total deductions 76,070 60,234 51,503 34,134,926 96,186,908 86,177,404 5,260,327 - 221,947,372
Transfers between
funds/pools 599,069,338 951,336,710 552,175,588 1,905,373,408 (3,958,073,603) (42,164,303) (7,717,138) - -
Transfer from
other plans -
XES, Inc.
Employee
Retirement Plan - - - - 18,835 - - - 18,835
Net assets:
Beginning of year - - - - 3,523,784,444 980,965,256 57,444,234 65,589,163 4,627,783,097
End of year $679,650,826 968,607,270 577,147,581 1,930,627,153 - 1,021,847,867 64,761,533 65,589,163 5,308,231,393
<FN>
</TABLE>
21
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of net income from Master Trust investments, net of administrative expenses, by
investment pool and fund for the year ended December 31, 1993:
<CAPTION>
Small
Company Xerox
International U.S Stock Stock Balanced Income Stock
Stock Fund Fund Fund Fund Fund Total
Fund
<S> <C> <C> <C> <C> <C> <C> <C>
International
Stock Pool $2,326,781 - - 76,926,071 - - 79,252,852
U.S. Stock Pool - 305,098 - 15,637,801 - - 15,942,899
Small Company
Stock Pool - - 768,657 23,243,218 - - 24,011,875
All Other Pool - - - 33,935,522 - - 33,935,522
General Fund - - - 406,834,366 - - 406,834,366
Income Fund - - - - 74,783,411 - 74,783,411
Xerox Stock Fund - - - - - 9,172,886 9,172,886
Total $2,326,781 305,098 768,657 556,576,978 74,783,411 9,172,886 643,933,811
<FN>
</TABLE>
22
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(3) Master Trust (continued)
Net income from Master Trust investments, net of administrative expenses, for all participating
plans for the year ended December 31, 1993:
<CAPTION>
Small
Company Xerox
International U.S Stock Stock Balanced Income Stock
Stock Fund Fund Fund Fund Fund Total
Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Xerox Corporation
Profit Sharing and
Savings Plan $2,206,183 291,922 750,537 67,686,667 52,720,351 8,688,715 132,344,375
The Profit Sharing
Plan of Xerox
Corporation and The
Xerographic Division,
A.C.T.W.U.,
A.F.L.-C.I.O. 120,598 13,176 18,120 3,680,861 5,980,841 484,171 10,297,767
Xerox Corporation
Retirement Income
Guarantee Plan - - - 429,991,828 13,844,932 - 443,836,760
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, A.C.T.W.U.,
A.F.L.-C.I.O. - - - 55,159,534 2,237,287 - 57,396,821
XDS Investment Plan - - - 58,088 - - 58,088
Master Trust
investment
income, net of
administrative
expenses $2,326,781 305,098 768,657 556,576,978 74,783,411 9,172,886 643,933,811
<FN>
</TABLE>
23
<PAGE>
XEROX CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(3) Master Trust (continued)
With respect to the Plan, the Joint Administrative Board (JAB)
is responsible for establishing investment guidelines, reviewing the
investment decisions and reviewing investment results. The JAB
consists at present of five Xerox Corporation representatives and
five union representatives.
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 investment contracts, all of
which are fully benefit-responsive, the following information is presented:
(i) The average investment yields for the years ended December 31,
1994 and 1993 were 6.7% and 7.6%, respectively.
(ii) The crediting interest rates at December 31, 1994 and 1993 ranged
from 4.2% to 10.2% and from 5.2% and 9.7%, respectively.
(iii) The fair value, as determined by discounting future cash flows and
the market value of underlying investments, at December 31, 1994 and
1993 was approximately $813,486,486 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,
consideration of 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 derivatives 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 December 31, 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>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The net appreciation (depreciation) of investments for the year ended
December 31, 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 $ (46,924) (903,095) - (71,758,503) (3,223,805) - (75,932,327)
Xerox common stock - - - - - 5,978,104 5,978,104
Other equity investments (39,210,289) (40,582,062) 6,093,049 (8,446,013) - - (82,145,315)
Investments at estimated
fair value:
Real estate - - - (2,077,711) - - (2,077,711)
Other investments - - - (10,762,505) - - (10,762,505)
Total $(39,257,213) (41,485,157) 6,093,049 (93,044,732) (3,223,805) 5,978,104 (164,939,754)
<FN>
</TABLE>
<TABLE>
The net appreciation (depreciation) of investments for the year ended
December 31, 1993 is as follows:
<CAPTION>
U.S. Small
International Stock Company All Other Balanced 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 $ 575,715 24,845 28,865 5,627,388 45,594,808 - 51,851,621
Xerox common stock - - - - - 6,944,246 6,944,246
Other equity investments 77,375,586 1,167,761 22,006,018 14,049,775 269,349,181 - 383,948,321
Investments at estimated
fair value:
Real estate - - - (459,910) (3,639,476) - (4,099,386)
Other investments - - - 358,195 2,834,562 - 3,192,757
Total $ 77,951,301 1,192,606 22,034,883 19,575,448 314,139,075 6,944,246 441,837,559
<FN>
There are no investments in the Plan that represent 5% or more of Master Trust net assets.
</TABLE>
25
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
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 relating to the ELIC investments through
December 31, 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>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(5) Unit Values (continued)
The total number of units and net asset value per unit outstanding during
the year ended December 31, 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>
January 31:
1,882,767 $1.200894 1,096,317 $1.056652 558,769 $1.093340 3,197,136 $9.592572 15,901,851 $5.314789 920,211 $3.969112
February 28:
2,107,201 1.154608 1,113,299 1.028188 613,488 1.090478 3,242,491 9.404461 15,666,537 5.343498 916,156 3.955156
March 31:
2,744,702 1.097568 1,299,804 0.982281 810,343 1.039180 3,417,570 9.023587 15,854,715 5.377876 943,386 3.896747
April 30:
2,800,004 1.110907 1,291,307 0.993102 942,041 1.048419 3,511,615 9.063770 15,941,182 5.410052 975,011 4.029895
May 31:
2,849,471 1.127810 1,344,330 1.009099 1,085,064 1.041191 3,531,999 9.115321 16,358,152 5.445251 971,341 4.127161
June 30:
2,969,745 1.088512 1,384,781 0.975550 1,252,971 1.010557 3,536,665 8.912855 16,326,184 5.473619 1,036,525 4.017794
July 31:
2,970,762 1.131318 1,330,087 1.002377 1,152,342 1.032664 3,545,985 9.126801 16,327,289 5.506708 1,096,176 4.199496
August 31:
3,050,493 1.166434 1,298,434 1.041777 1,119,629 1.092222 3,542,581 9.407529 16,374,660 5.538935 1,096,996 4.427932
September 30:
3,140,377 1.129260 1,375,471 1.020149 1,170,077 1.091694 3,466,653 9.282228 16,475,920 5.564242 1,160,394 4.414350
October 31:
3,185,603 1.146509 1,325,810 1.037980 1,187,931 1.104301 3,477,835 9.368682 16,488,958 5.594922 1,205,467 4.235975
November 30:
3,236,921 1.102678 1,344,644 0.995463 1,256,736 1.073036 3,405,183 9.129961 16,283,629 5.611793 1,275,363 4.089238
December 31:
3,127,109 1.075880 1,356,979 1.004770 1,289,877 1.089892 3,366,467 9.166254 16,161,994 5.640873 1,328,103 4.116633
The Segregated Assets Fund had 5,623,390.699 units outstanding and a
net asset value of $1,874,205 at December 31, 1994.
<FN>
</TABLE>
27
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
<TABLE>
(5) Unit Values (continued)
The total number of units and net asset value per unit outstanding during
the year ended December 31, 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
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>
January 31:
N/A N/A N/A N/A N/A N/A 2,647,510 $8.121051 15,577,863 $4.949684 1,015,218 $3.345594
February 28:
N/A N/A N/A N/A N/A N/A 2,662,800 8.117247 15,582,423 4.978838 1,034,233 3.236214
March 31:
N/A N/A N/A N/A N/A N/A 2,799,965 8.342306 16,052,554 5.008552 1,078,654 3.284909
April 30:
N/A N/A N/A N/A N/A N/A 2,797,681 8.275210 16,258,558 5.037796 1,086,860 3.039774
May 31:
N/A N/A N/A N/A N/A N/A 2,835,508 8.480925 16,302,136 5.068951 1,089,199 3.013354
June 30:
N/A N/A N/A N/A N/A N/A 2,877,914 8.554521 16,290,211 5.100320 1,071,453 3.175834
July 31:
N/A N/A N/A N/A N/A N/A 2,925,185 8.602049 16,326,632 5.132290 1,069,629 2.901765
August 31:
N/A N/A N/A N/A N/A N/A 2,931,426 8.899313 16,324,024 5.164402 1,079,625 2.950596
September 30:
9,972 $1.000000 12,393 $1.000000 7,104 $1.000000 3,018,394 8.909595 16,465,904 5.192094 1,017,259 2.935176
October 31:
457,710 1.068141 527,221 1.014581 244,869 1.016533 3,074,161 9.095676 16,315,629 5.222896 971,257 3.180710
November 30:
1,347,186 1.023952 971,123 0.997867 481,895 1.002976 3,143,203 8.954103 16,002,395 5.252422 979,233 3.339268
December 31:
1,867,435 1.128096 1,082,873 1.020475 550,243 1.047424 3,197,136 9.254004 15,937,397 5.280936 911,027 3.622159
The Segregated Assets Fund had 13,330,206 units outstanding and a
net asset value of $4,439,982 at December 31, 1993.
<FN>
</TABLE>
28
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Notes to Financial Statements
(6) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
December 31
1994 1993
Net assets available for plan benefits as
reported in the Plan financial statements $147,216,175 $135,892,327
Benefit claims payable reported on line 31g
of Form 5500 (884,395) (363,557)
Net assets available for plan benefits as
reported in the Plan Form 5500 146,331,780 135,528,770
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1994
Benefits paid to participants as reported in the
Plan financial statements $12,237,610
Add: Amounts allocated to withdrawing participants
at December 31, 1994 884,395
Less: Amounts allocated to withdrawing participants
at December 31, 1993 (363,557)
Benefits paid to participants as reported in the Form 5500 12,758,448
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
<TABLE>
Schedule 1
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, A.C.T.W.U., A.F.L.- C.I.O.
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 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) $ 133,510,322 135,254,044
Investment in Employees' Loans Loans to Plan participants,
maturity dates through 5/31/08,
interest rates from 7.5% to
11.5% per annum. - 8,970,184
<FN>
(1) See note 3.
</TABLE>
29
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administrator and Participants
The Profit Sharing Plan of Xerox Corporation and The Xerographic
Division, A.C.T.W.u., A.F.L.-C.I.O.:
We have audited the accompanying statements of net assets available for plan
benefits of the Profit Sharing Plan of Xerox Corporation and The Xerographic
Division, A.C.T.W.U., A.F.L - C.I.O. (Plan) as of December 31, 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 December 31, 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 performed 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 statement of changes in the 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
30
<PAGE>
EXHIBIT INDEX
Electronic
Submission
Exhibit Document
(b)(1) Accountants' Consent 2
<PAGE>
ACCOUNTANTS' CONSENT
The Board of Directors
Xerox Corporation:
We consent to incorporation by reference in the Registration Statement
(No. 2-86275) 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 Profit Sharing Plan of Xerox Corporation and The Xerographic Division,
A.C.T.W.U., A.F.L - C.I.O. (Plan) as of December 31, 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 December 31, 1994 Annual
Report on Form 11-K of the Xerox Corporation Profit Sharing and Savings Plan.
KPMG PEAT MARWICK
Rochester, New York
June 28, 1995
