<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, 1995
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, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Patricia M. Nazemetz
Stamford, Connecticut
Dated June 27, 1996
2
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Financial Statements and Schedule
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
3
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Statement of Net Assets Available for Plan Benefits
with Fund Information
December 31, 1995
<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 $ 211,193 250,898 174,965 1,043,908 843,985 397,075 - - 2,922,024
Investment in
employees'
loans - - - - - - - 10,139,531 10,139,531
Investment in
Master Trust 4,104,338 3,313,901 3,371,172 39,083,944 94,522,635 8,762,055 85,695 - 153,243,740
Total assets 4,315,531 3,564,799 3,546,137 40,127,852 95,366,620 9,159,130 85,695 10,139,531 166,305,295
Liabilities:
Accrued expenses
and other
liabilities 248 2,625 1,371 39,194 18,647 (248) - - 61,837
Due from (to)
other funds 30,673 139,839 96,345 68,885 (1,011,209) 374,189 - 301,278 -
Net assets
available for
plan benefits $ 4,345,956 3,702,013 3,641,111 40,157,543 94,336,764 9,533,567 85,695 10,440,809 166,243,458
<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, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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>
5
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information
Year ended December 31, 1995
<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 $ 285,946 297,649 217,513 1,045,428 2,049,923 511,263 - - 4,407,722
Employees-
voluntary 419,960 360,707 315,241 3,809,861 7,862,875 774,063 - - 13,542,707
705,906 658,356 532,754 4,855,289 9,912,798 1,285,326 - - 17,950,429
Net income from
Master Trust investments,
net of administrative
expenses 522,799 575,275 413,561 7,238,985 7,184,733 2,406,168 - - 18,341,521
Interest income on
employees' loans - - - - - - - 656,459 656,459
Total 1,228,705 1,233,631 946,315 12,094,274 17,097,531 3,691,494 - 656,459 36,948,409
Benefit payments (176,424) (91,092) (101,305) (3,367,878) (13,502,814) (785,210) - - (18,024,723)
Transfers among
funds (86,611) 1,219,379 1,347,650 (286,580) (2,087,659) 1,098,599 (1,788,510) 583,732 -
Transfer from
AMTX, Inc. - - - - 104,799 - - - 104,799
Transfer to Retirement Income
Guarantee Plan of the Xerox
Corporation and the Xerographic
Division, Union of Needletrades,
Industrial and Textile Employees,
A.F.L. - C.I.O. -
C.L.C. - - - - (1,202) - - - (1,202)
Net increase (decrease)
in net assets
available for
plan benefits 965,670 2,361,918 2,192,660 8,439,816 1,610,655 4,004,883 (1,788,510) 1,240,191 19,027,283
Net assets available
for plan benefits:
Beginning 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
End of year 4,345,956 3,702,013 3,641,111 40,157,543 94,336,764 9,533,567 85,695 10,440,809 166,243,458
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, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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>
7
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
December 31, 1995 and 1994
(1) Description of Plan
The following description of the Profit Sharing Plan of Xerox Corporation
and The Xerographic Division,Union of Needletrades, Industrial and Textile
Employees, A.F.L - C.I.O. - C.L.C. (Plan) provides only general information.
Participants should refer to the summary plan description or 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 Union of Needletrades, Industrial and Textile Employees,
A.F.L. - C.I.O. - C.L.C. 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 may purchase an annuity
payable from a legal reserve life insurance company. Amounts allocated to
participants who have elected to withdraw from the Plan but have not been paid
are $1,875,933 in 1995 and $884,395 in 1994.
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-tax and after-tax payroll deductions. (The maximum
before-tax contribution for the 1995 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 4% of annual pay. These contributions are made annually
to eligible participants of record on the last day of February following the
Plan year-end. The 1995 contribution will be recorded in the 1996 financial
statements.
8
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(1) Description of Plan (continued)
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 and the
participant's length of service.
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 1995, the sponsor's ROA was 18.5%, which resulted in an optional profit
sharing contribution for all eligible active employees at December 31, 1995
equal to 10.0% of pay or $21,672,430. Participants elected to invest
$2,922,024 into the Plan at December 31, 1995.
During 1994, the sponsor's ROA was 16.1%, which resulted in an optional profit
sharing contribution for all eligible active employees at December 31, 1994
equal to 9.1% of pay or $20,602,337. Participants elected to invest $3,051,168
into the Plan at December 31, 1994.
During 1993, the sponsor's 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 December 31, 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.
U.S. Stock Fund -- Invests primarily in stocks of medium to large U.S.
companies.
9
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(1) Description of Plan (continued)
Small Company Stock Fund -- Invests primarily in stocks of smaller U.S.
companies that fund managers believe have greater value than indicated by the
current market price, or above average prospects for long-term growth.
Balanced Fund -- Under normal market conditions, invests approximately 70%
in stocks; most of the remainder in bonds; some real estate, private
placements, and cash. The mix may shift with market outlook.
Income Fund -- Invests in contracts with insurance companies and banks; short
to intermediate duration, high-quality bonds.
Xerox Stock Fund -- Invests in Xerox Corporation common stock and some
cash for administrative purposes.
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.
At December 31, 1995, 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 September 8, 1995, covering Plan amendments through
December 31, 1994, indicating that the Plan, as designed, was in compliance
with the applicable requirements of the Internal Revenue
10
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(2) Federal Income Taxes (continued)
Code. 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.
(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 December 31, 1995:
Xerox Corporation Profit Sharing and Savings Plan;
Xerox Corporation Retirement Income Guarantee Plan;
Retirement Income Guarantee Plan of Xerox Corporation
and The Xerographic Division, Union of Needletrades, Industrial
and Textile Employees, A.F.L.-C.I.O.-C.L.C.; and
XDS Investment Plan.
The Master Trust has six investment pools -- 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 pools. Each of
the plans has an ownership interest in one or more of these investment
pools 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 pools:
11
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(3) Master Trust (continued)
Statement of Net Assets of the Master Trust as of December 31, 1995:
<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 (overdraft) $ 112 (50) (11) 11,111 - - - 11,162
Receivables:
Accrued dividends 1,588,368 926,468 198,054 1,094,896 - 754,349 - 4,562,135
Accrued interest 86,628 438,421 187,760 11,002,442 7,929,389 3,435 - 19,648,075
Due from brokers 7,721,360 81,205,650 2,438,355 17,443,810 - - - 108,809,175
Total receivables 9,396,356 82,570,539 2,824,169 29,541,148 7,929,389 757,784 - 133,019,385
Investments
at fair value:
At market value:
Short-term
investments 9,268,743 44,489,749 49,274,613 197,009,116 44,703,298 789,372 - 345,534,891
Fixed income
investments 9,589,491 10,226,338 - 833,168,785 290,096,610 - - 1,143,081,224
Equity securities:
Xerox common
stock - - - - - 142,246,963 - 142,246,963
Other 752,790,518 1,305,238,786 540,752,355 715,008,555 - - - 3,313,790,214
Investments at contract value:
Investment contracts
with insurance
companies and banks - - - - 755,604,296 - 1,269,049 756,873,345
Investment in real
estate trusts - - - 135,536,235 - - - 135,536,235
Other investments - - - 119,926,428 - - - 119,926,428
Total
investments 771,648,752 1,359,954,873 590,026,968 2,000,649,119 1,090,404,204 143,036,335 1,269,049 5,956,989,300
Total assets 781,045,220 1,442,525,362 592,851,126 2,030,201,378 1,098,333,593 143,794,119 1,269,049 6,090,019,847
Due to brokers 3,768,819 82,671,588 4,181,722 83,214,374 - 2,736,487 - 176,572,990
Net assets $ 777,276,401 1,359,853,774 588,669,404 1,946,987,004 1,098,333,593 141,057,632 1,269,049 5,913,446,857
</TABLE>
12
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
<TABLE>
(3) Master Trust (continued)
The allocation of Master Trust investments by investment pool and fund as of December 31,
1995 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 $ 81,173,622 - - 696,102,779 - - - 777,276,401
U.S. Stock Pool - 83,817,175 - 1,276,036,599 - - - 1,359,853,774
Small Company
Stock Pool - - 77,790,975 510,878,429 - - - 588,669,404
All Other Pool - - - 1,946,987,004 - - - 1,946,987,004
Income Fund - - - - 1,098,333,593 - - 1,098,333,593
Xerox Stock Fund - - - - - 141,057,632 - 141,057,632
Segregated Assets
Fund - - - - - - 1,269,049 1,269,049
Total $ 81,173,622 83,817,175 77,790,975 4,430,004,811 1,098,333,593 141,057,632 1,269,049 5,913,446,857
</TABLE>
13
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(3) Master Trust (continued)
Investments in the Master Trust for all participating plans as of December 31, 1995 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 $ 77,069,284 80,503,274 74,419,803 602,798,747 761,171,723 132,295,577 864,596 1,729,123,004
The Profit Sharing
Plan of Xerox
Corporation and
The Xerographic
Division, Union of
Needletrades, Industrial
and Textile Employees,
A.F.L.-C.I.O.-
C.L.C. 4,104,338 3,313,901 3,371,172 39,083,944 94,522,635 8,762,055 85,695 153,243,740
Xerox Corporation
Retirement Income
Guarantee Plan - - - 3,380,714,262 212,647,377 - 279,767 3,593,641,406
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, Union of
Needletrades, Industrial
and Textile Employees,
A.F.L.-C.I.O.
C.L.C. - - - 406,958,302 29,991,858 - 38,991 436,989,151
XDS Investment
Plan - - - 449,556 - - - 449,556
Total $ 81,173,622 83,817,175 77,790,975 4,430,004,811 1,098,333,593 141,057,632 1,269,049 5,913,446,857
</TABLE>
14
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
<TABLE>
(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 - 2,986,964
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
Investments at contract value:
Investment contracts
with insurance
companies and banks - - - - 769,803,524 - 27,686,390 797,489,914
Interest in real estate
trusts - - - 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
15
<PAGE>
</TABLE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(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
</TABLE>
16
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
<TABLE>
(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, Union of
Needletrades, Industrial
and Textile Employees,
A.F.L.-C.I.O.-
C.L.C. 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, Union of
Needletrades, Industrial
and Textile Employees,
A.F.L.-C.I.O.
C.L.C. - - - 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
</TABLE>
17
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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, 1995:
<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 $ 10,919,316 10,753,389 9,981,002 84,925,835 82,263,870 17,720,205 - 216,563,617
Investment
earnings:
Interest 797,053 3,551,707 2,697,288 76,515,170 75,080,721 68,860 - 158,710,799
Dividends 11,086,858 40,508,183 9,230,997 27,300,325 - 2,953,710 - 91,080,073
Netappreciation 103,304,225 291,258,259 100,229,056 242,818,178 10,799,345 36,855,487 - 785,264,550
Margin variation on
futures contracts 955,499 242,881 - 25,280,953 (177,409) - - 26,301,924
Other 188,292 30,830 167,806 841,022 34,575 2,866 - 1,265,391
Total investment
earnings 116,331,927 335,591,860 112,325,147 372,755,648 85,737,232 39,880,923 - 1,062,622,737
Total additions 127,251,243 346,345,249 122,306,149 457,681,483 168,001,102 57,601,128 - 1,279,186,354
Deductions:
Administrative
expenses 5,373,025 4,088,595 3,284,523 12,857,817 2,012,683 94,743 - 27,711,386
Transfers out 4,455,977 3,632,277 3,303,774 327,339,211 160,481,105 10,231,722 - 509,444,066
Total deductions 9,829,002 7,720,872 6,588,297 340,197,028 162,493,788 10,326,465 - 537,155,452
Transfers between
funds/pools (3,439,292) 101,919,449 (118,152,078) 6,613,550 37,327,292 2,148,420 (26,417,341) -
Net assets:
Beginning 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
End of year $777,276,401 1,359,853,774 588,669,404 1,946,987,004 1,098,333,593 141,057,632 1,269,049 5,913,446,857
</TABLE>
18
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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, 1995:
<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 $10,942,675 - - 100,016,227 - - 100,958,902
U.S. Stock Pool - 16,469,124 - 315,034,141 - - 331,503,265
Small Company
Stock Pool - - 11,827,943 97,212,681 - - 109,040,624
All Other Pool - - - 359,897,831 - - 359,897,831
Income Fund - - - - 83,724,549 - 83,724,549
Xerox Stock Fund - - - - - 39,786,180 39,786,180
Segregated Assets Fund - - - - - - -
Total $10,942,675 16,469,124 11,827,943 872,160,880 83,724,549 39,786,180 1,034,911,351
</TABLE>
19
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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, 1995:
<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 $10,423,107 15,892,723 11,414,088 113,729,773 57,960,411 37,379,321 246,799,423
The Profit Sharing
Plan of Xerox
Corporation and The
Xerographic Division,
Union of Needletrades,
Industrial and Textile
Employees, A.F.L.-C.I.O.-
C.L.C.* 519,568 576,401 413,855 7,245,759 7,181,696 2,406,859 18,344,138
Xerox Corporation
Retirement Income
Guarantee Plan - - - 699,131,478 16,272,638 - 685,404,116
Retirement Income
Guarantee Plan of
Xerox Corporation
and The Xerographic
Division, Union of
Needletrades, Industrial
and Textile Employees,
A.F.L.-C.I.O.-
C.L.C. - - - 81,984,094 2,309,804 - 84,293,898
XDS Investment Plan - - - 69,776 - - 69,776
Total $10,972,675 16,469,124 11,827,943 872,160,880 83,724,549 39,786,180 1,034,911,351
<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>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(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
Net appreciation
(depreciation) (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
</TABLE>
21
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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 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
</TABLE>
22
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(3) Master Trust (continued)
Net income (loss) 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 $(3,606,027) (491,403) 1,308,846 (4,303,058) 46,619,642 7,813,834 47,341,834
The Profit Sharing
Plan of Xerox
Corporation and The
Xerographic Division,
Union of Needletrades,
Industrial and Textile
Employees, A.F.L.-C.I.O.-
C.L.C.* (202,349) (24,431) 34,296 (290,849) 5,689,437 427,946 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, Union of
Needletrades, Industrial
and Textile Employees,
A.F.L.-C.I.O.-
C.L.C. - - - (3,423,714) 2,122,358 - (1,301,356)
XDS Investment Plan - - - (10,859) - - (10,859)
Total $(3,808,376) (515,834) 1,343,142 (35,218,488) 67,615,198 8,241,780 37,657,422
<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>
23
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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, which approximates fair 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,
1995 and 1994 were 6.9% and 6.7%, respectively.
(ii) The crediting interest rates at December 31, 1995 and 1994 ranged
from 5.0% to 9.3% and from 4.2% to 10.2%, respectively.
(iii) The fair value, as determined by discounting future cash flows and
the market value of underlying investments, at December 31, 1995 and
1994 was $772,781,602 and $813,486,486, respectively. Contract values
were $756,873,345 and $797,489,914 at December 31,1995 and 1994,
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.
24
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(3) Master Trust (continued)
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. Margin variation represents market fluctuations on futures
investments.
Derivative financial instruments are used by the Master Trust's equity and
balanced portfolio 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. Certain of the
Master Trust's fixed income investment managers are permitted to use certain
specified types of derivative instruments as part of their respective
strategies. These strategies include the use of futures and options as
substitutes for certain types of fixed income securities. 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. The use of derivative instruments is not
believed to materially increase the credit or market risk of the Master Trust's
investments.
The net appreciation (depreciation) of investments for the year ended
December 31, 1995 is as follows:
<TABLE>
<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 $ (455,516) 1,871,329 - 63,009,046 10,799,345 - 75,224,204
Xerox common stock - - - - - 36,855,487 36,855,487
Other equity investments 103,759,741 289,386,930 100,229,056 168,529,561 - - 661,905,288
Investments at estimated
fair value:
Real estate - - - (5,348,896) - - (5,348,896)
Other investments - - - 16,628,467 - - 16,628,467
Total $103,304,225 291,258,259 100,229,056 242,818,178 10,799,345 36,855,487 785,264,550
</TABLE>
25
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(3) Master Trust (continued)
<TABLE>
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 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 $ (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>
There are no investments in the Plan that represent 5% or more of Master Trust net assets.
Other investments consist primarily of private placement limited partnerships.
</TABLE>
(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.
The Xerox retirement and savings plans have received $64.3 million in
payments related to the ELIC investments through December 31, 1995.
Subsequent to December 31, 1995, all investments in the fund have been
recovered.
26
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
<TABLE>
(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 and other reconciling items) by units outstanding at the valuation
date. The total number of units and net asset value per unit outstanding
during the year ended December 31, 1995 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:
3,169,561 $1.018130 1,329,325 $1.029036 1,327,320 $1.077083 3,351,130 $9.144290 16,155,691 $5.679131 1,328,658 $4.546439
February 28:
3,035,577 1.019070 1,334,593 1.067032 1,322,355 1.112642 3,274,368 9.386685 15,933,421 5.716524 1,326,524 4.643632
March 31:
2,983,408 1.041911 1,344,743 1.092511 1,384,677 1.148665 3,269,526 9.589252 16,121,091 5.750308 1,350,992 4.925474
April 30:
2,949,175 1.078100 1,464,590 1.117114 1,455,388 1.169514 3,359,641 9.801530 16,633,841 5.786225 1,445,398 5.170663
May 31:
2,879,621 1.101337 1,494,621 1.157223 1,495,823 1.186400 3,332,583 10.072054 16,592,006 5.835838 1,493,408 4.787161
June 30:
2,908,216 1.107386 1,568,770 1.183467 1,601,530 1.245101 3,324,768 10.274284 16,534,575 5.869781 1,527,128 4.944176
July 31:
2,960,759 1.181317 1,645,662 1.220654 1,666,186 1.317888 3,349,135 10.631160 16,470,584 5.901137 1,520,771 5.034070
August 31:
3,003,841 1.171576 1,857,052 1.226346 1,716,908 1.341249 3,368,695 10.696712 16,402,231 5.938466 1,487,881 5.129378
September 30:
3,058,124 1.199565 2,071,657 1.268495 1,867,106 1.372466 3,399,521 10.943127 16,156,115 5.969829 1,472,763 5.695305
October 31:
3,211,091 1.186678 2,146,919 1.256804 2,118,264 1.304997 3,428,208 10.821345 16,065,770 6.010552 1,484,990 5.499589
November 30:
3,239,333 1.205377 2,258,750 1.310500 2,260,207 1.344355 3,408,629 11.113660 15,798,607 6.051636 1,494,729 5.846293
December 31:
3,280,879 1.253083 2,472,696 1.341163 2,490,481 1.354599 3,436,181 11.362424 15,636,291 6.094389 1,505,177 5.846807
<FN>
The Segregated Assets Fund had 257,331 units outstanding and a
net asset value of $85,695 at December 31, 1995.
</TABLE>
27
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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
<FN>
The Segregated Assets Fund had 5,623,391 units outstanding and a
net asset value of $1,874,205 at December 31, 1994.
</TABLE>
28
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
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
1995 1994
Net assets available for plan benefits as
reported in the Plan financial statements $166,243,458 $147,216,175
Benefit claims payable reported on line 31g
of Form 5500 (1,875,933) (884,395)
Net assets available for plan benefits as
reported in the Plan Form 5500 164,367,525 146,331,780
The following is a reconciliation of benefits paid per the
financial statements to the Form 5500:
December 31
1995 1994
Benefits paid to participants as reported
in the Plan financial statements $18,024,723 12,237,610
Add: Amounts allocated to withdrawing
participants at December 31 1,875,933 884,395
Less: Amounts allocated to withdrawing
participants at December 31, 1994 and
1993, respectively (884,395) (363,557)
Benefits paid to participants as reported
in the Form 5500 19,016,261 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.
29
<PAGE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Notes to Financial Statements
(7) AMTX, Inc.
AMTX, Inc.is a wholly-owned subsidiary of Xerox Corporation. Effective
January 1, 1995, the AMTX, Inc. Employee's Retirement Plan was terminated,
and employees' balances were transferred into The Profit Sharing Plan of
Xerox Corporation and The Xerographic Division, Union of Needletrades,
Industrial and Textile Employees, A.F.L.-C.I.O.-C.L.C. These employees
are now participants in that Plan.
(8) Subsequent Event
In January, 1996, the Board of Directors approved a three-for-one stock split
of the Company's common stock, subject to shareholder approval of an increase
in the number of authorized shares from 350 million shares to 1,050 million
shares. Pending shareholder approval, this action will become effective
shortly after the 1996 annual shareholders' meeting. The stock split will not
impact participants' interest in the Xerox Stock Fund.
30
<PAGE>
<TABLE>
THE PROFIT SHARING PLAN OF XEROX CORPORATION AND
THE XEROGRAPHIC DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES, A.F.L. - C.I.O. - C.L.C.
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<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) $ 130,567,572 153,243,740
Investment in Employees' Loans Loans to Plan participants,
maturity dates through 5/31/09,
interest rates from 7.5% to
11.5% per annum. - 10,139,531
<FN>
(1) See note 3.
</TABLE>
31
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administrator and Participants
The Profit Sharing Plan of Xerox Corporation and The Xerographic
Division, Union of Needletrades, Industrial and Textile Employees,
A.F.L.-C.I.O.-C.L.C.
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, Union of Needletrades, Industrial and Textile Employees, A.F.L.-
C.I.O.-C.L.C. (Plan) as of December 31, 1995 and 1994, 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, 1995 and 1994, 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 10, 1996
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 10,
1996, relating to the statements of net assets available for plan benefits of
the Profit Sharing Plan of Xerox Corporation and The Xerographic Division,
Union of Needletrades, Industrial and Textile Employees, A.F.L - C.I.O. -
C.L.C. (Plan) as of December 31, 1995 and 1994, 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, 1995 Annual Report on Form 11-K of the
Xerox Corporation Profit Sharing and Savings Plan.
KPMG PEAT MARWICK
Rochester, New York
June 27, 1996
