<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, 1996
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 26, 1997
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, 1996 and 1995
(With Independent Auditors' Report Thereon)
<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, 1996
<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 $ 256,046 280,792 411,977 1,038,178 556,804 533,368 - - 3,077,165
Investment in
employees'
loans - - - - - - - 11,350,450 11,350,450
Investment in
Master Trust 7,864,634 7,055,404 7,380,655 48,959,548 84,907,703 16,083,001 - - 172,250,945
Total assets 8,120,680 7,336,196 7,792,632 49,997,726 85,464,507 16,616,369 - 11,350,450 186,678,560
Liabilities:
Accrued expenses
and other
liabilities 8,973 1,348 4,948 26,563 15,378 (1,782) - - 55,428
Due from (to)
other funds 104,649 30,316 34,663 95,409 (264,241) (232,839) - 232,043 -
Net assets
available for
plan benefits $ 8,216,356 7,365,164 7,822,347 50,066,572 85,184,888 16,385,312 - 11,582,493 186,623,132
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<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>
<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, 1996
<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:
Employees-
voluntary 635,693 730,553 664,705 3,678,924 6,179,199 1,094,794 - - 12,983,868
Employer $ 333,754 371,494 488,810 1,521,349 1,772,340 675,052 - - 5,162,799
Total
Contributions 969,447 1,102,047 1,153,515 5,200,273 7,951,539 1,769,846 - - 18,146,667
Net income from
Master Trust investments,
net of administrative
expenses 1,231,660 1,088,917 1,215,520 7,863,559 5,292,502 2,105,714 135,231 - 18,933,103
Interest income on
employees' loans - - - - - - - 851,082 851,082
Total 2,201,107 2,190,964 2,369,035 13,063,832 13,244,041 3,875,560 135,231 851,082 37,930,852
Benefit payments (452,950) (172,350) (239,220) (4,184,856) (12,100,391) (401,411) - - (17,551,178)
Transfers among
funds 2,122,243 1,644,537 2,051,421 1,030,053 (10,295,526) 3,377,596 (220,926) 290,602 -
Net increase (decrease)
in net assets
available for
plan benefits 3,870,400 3,663,151 4,181,236 9,909,029 (9,151,876) 6,851,745 (85,695) 1,141,684 20,379,674
Net assets available
for plan benefits:
Beginning 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
End of year 8,216,356 7,365,164 7,822,347 50,066,572 85,184,888 16,385,312 - 11,582,493 186,623,132
The accompanying notes are an integral part of the financial statements.
</TABLE>
<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:
Employees-
voluntary 419,960 360,707 315,241 3,809,861 7,862,875 774,063 - - 13,542,707
Employer $ 285,946 297,649 217,513 1,045,428 2,049,923 511,263 - - 4,407,722
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>
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, 1996 and 1995
(1) Description of Plan
The following description of the Profit Sharing and Savings 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 life insurance company. Amounts allocated to participants who
have elected to withdraw from the Plan but have not been paid are $122,742 and
$1,875,933 at December 31, 1996 and 1995 respectively.
Employee Savings Contributions
Subject to limits imposed by the Internal Revenue Code, eligible employees
may contribute up to 18% of pay (as defined in the Plan) through a
combination of before-tax and after-tax payroll deductions. (The maximum
before-tax contribution for the 1996 calendar year is $9,500.) 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 1996 contribution will be recorded in the 1997 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 1996, the sponsor's ROA was 17.8%, which resulted in an optional profit
sharing contribution for all eligible active employees at December 31, 1996
equal to 10.0% of pay or $20,644,353. Participants elected to invest
$3,077,165 into the Plan at December 31, 1996.
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.
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 cash
for administrative purposes.
Segregated Assets Fund
This fund was established on April 1, 1991 and represented participant
investments in certain guaranteed investment contracts which were 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, 1996, market value on loans approximates fair value. Loan
issuances net of principal repayments on outstanding loans are reflected as
a transfer among funds in the statement of changes of net assets available
for benefits.
(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
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)
with the applicable requirements of the Internal Revenue 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, 1996:
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, prior to December 31, 1996, there
was a Segregated Assets Fund which is discussed in note 4.
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)
The following financial information is presented for the Master Trust
and each of the Master Trust investment pools:
Statement of Net Assets of the Master Trust as of December 31, 1996
<CAPTION>
Small
Company Xerox
International U.S Stock Stock All Other Income Stock
Stock Pool Pool Pool Fund Fund Total
Assets Pool
<S> <C> <C> <C> <C> <C> <C> <C>
Cash (overdraft) $505,732 (39,735) (399) 79,265 3,912,873 - 4,457,736
Receivables:
Dividends 1,176,755 1,921,373 271,522 227,806 3 1,166,031 4,763,490
Interest 219,206 241,570 466,842 12,726,913 7,817,415 3,570 21,475,516
Due from brokers 16,297,932 5,998,581 2,839,181 13,834,640 - - 38,970,334
Total receivables 17,693,893 8,161,524 3,577,545 26,789,359 7,817,418 1,169,601 65,209,340
Investments
at fair value:
At quoted market value:
Short-term
investments 30,587,252 55,085,204 105,175,194 286,264,166 69,131,134 1,025,621 547,268,571
Fixed income
investments 9,584,433 - - 1,120,334,856 349,887,222 - 1,479,806,511
Equity securities:
Xerox common
stock - - - - - 212,199,630 212,199,630
Other 913,174,980 1,761,958,805 686,169,575 278,281,301 3,012,359 - 3,642,597,020
At estimated fair value
Interest in
estate trusts - - - 119,317,087 - - 119,317,087
Other investments - - - 152,511,242 - - 152,511,242
Investments at
contract value:
Investment contracts
with insurance companies
and banks - - - - 580,604,526 - 580,604,526
Total
investments 953,346,665 1,817,044,009 791,344,769 1,956,708,652 1,002,635,241 213,225,251 6,734,304,587
Total assets 971,546,290 1,825,165,798 794,921,915 1,983,577,276 1,014,365,532 214,394,852 6,803,971,663
Due to brokers 5,247,237 4,318,387 2,815,356 39,957,068 16,658,058 608,287 69,604,393
Net assets $ 966,299,053 1,820,847,411 792,106,559 1,943,620,208 997,707,474 213,786,565 6,734,367,270
<FN>
</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, 1996 is as follows:
<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 $ 146,849,493 - - 819,449,560 - - 966,299,053
U.S. Stock Pool - 145,682,101 - 1,675,165,310 - - 1,820,847,411
Small Company
Stock Pool - - 143,641,654 648,464,905 - - 792,106,559
All Other Pool - - - 1,943,620,208 - - 1,943,620,208
Income Fund - - - - 997,707,474 - 997,707,474
Xerox Stock Fund - - - - - 213,786,565 213,786,565
Total $ 146,849,493 145,682,101 143,641,654 5,086,699,983 997,707,474 213,786,565 6,734,367,270
<FN>
</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, 1996
are as follows:
<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 $ 138,984,859 138,626,697 136,260,999 756,247,022 685,279,435 197,703,564 2,053,102,576
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. 7,864,634 7,055,404 7,380,655 48,959,548 84,907,703 16,083,001 172,250,945
Xerox Corporation
Retirement Income
Guarantee Plan - - - 3,841,835,378 198,560,653 - 4,040,396,031
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. - - - 439,135,151 28,959,683 - 468,094,834
XDS Investment
Plan - - - 522,884 - - 522,884
Total $ 146,849,493 145,682,101 143,641,654 5,086,699,983 997,707,474 213,786,565 6,734,367,270
<FN>
</TABLE>
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)
The following financial information is presented for the Master Trust
and each of the Master Trust investment pools:
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
<FN>
</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
<FN>
</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
<FN>
</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, 1996
<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 $ 17,970,853 23,688,458 18,160,218 161,002,215 60,018,213 25,611,224 - 306,451,181
Investment
earnings:
Interest 1,849,864 7,457,727 5,679,022 79,669,309 70,300,811 57,074 1,615,842 166,629,649
Dividends 11,016,178 62,560,466 3,265,515 26,621,520 3 4,326,332 - 107,790,014
Net appreciation 174,079,634 206,545,174 149,114,478 185,387,318 (5,232,588) 27,564,968 - 737,458,984
Margin variation on
futures contracts (54,411) 16,271,835 8,279,360 (588,118) (169,870) - - 23,738,796
Other 552,365 101,265 254,250 2,267,517 92,595 10,768 - 3,278,760
Total investment
earnings 187,443,630 292,936,467 166,592,625 293,357,546 64,990,951 31,959,142 1,615,842 1,038,896,203
Total additions 205,414,483 316,624,925 184,752,843 454,359,761 125,009,164 57,570,366 1,615,842 1,345,347,384
Deductions:
Administrative
expenses 6,365,164 2,184,620 3,132,546 13,641,792 2,095,064 144,976 - 27,564,162
Transfers out 7,506,744 6,729,045 6,077,292 325,510,912 139,266,050 11,772,766 - 496,862,809
Total deductions 13,871,908 8,913,665 9,209,838 339,152,704 141,361,114 11,917,742 - 524,426,971
Transfers between
funds/pools (2,519,923) 153,282,377 27,894,150 (118,573,853) (84,274,169) 27,076,309 (2,884,891) -
Net assets:
Beginning 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
End of year $966,299,053 1,820,847,411 792,106,559 1,943,620,208 997,707,474 213,786,565 - 6,734,367,270
<FN>
</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, 1996
<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 $24,023,484 - - 157,054,982 - - - 181,078,466
U.S. Stock Pool - 23,621,893 - 267,129,954 - - - 290,751,847
Small Company
Stock Pool - - 25,610,108 137,849,971 - - - 163,460,079
All Other Pool - - - 279,715,754 - - - 279,715,754
Income Fund - - - - 62,895,887 - 1,615,842 64,511,729
Xerox Stock Fund - - - - - 31,814,166 - 31,814,166
Total $24,023,484 23,621,893 25,610,108 841,750,661 62,895,887 31,814,166 1,615,842 1,011,332,041
<FN>
</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, 1996
<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 $22,791,824 22,532,976 24,394,588 123,085,243 43,834,849 29,708,452 1,124,757 267,472,689
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.* 1,231,660 1,088,917 1,215,520 7,863,559 5,157,271 2,105,714 135,231 18,797,872
Xerox Corporation
Retirement Income
Guarantee Plan - - - 637,283,175 12,226,058 - 330,112 649,839,345
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. - - - 73,427,145 1,677,709 - 25,742 75,130,596
XDS Investment Plan - - - 91,539 - - 91,539
Total $24,023,484 23,621,893 25,610,108 841,750,661 62,895,887 31,814,166 1,615,842 1,011,332,041
*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>
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
<FN>
</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 - - 110,958,902
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
<FN>
</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 - - - 669,131,478 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 $10,942,675 16,469,124 11,827,943 872,160,880 83,724,549 39,786,180 1,011,332,041
*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>
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.
Non-readily marketable investments, which include private placements, are
carried at fair value, based on the cost of the investments, developments
concerning the portfolio investments of the private placements, and such other
factors as the managing general partners of these investments may deem relevant.
The valuations do not necessarily represent amounts which might ultimately be
realized from the investments.
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,
1996 and 1995 were 7.3% and 6.9%, respectively.
(ii) The crediting interest rates at December 31, 1996 and 1995 ranged
from 5.0% to 9.3%.
(iii) The fair value, as determined by discounting estimated future cash
flows for traditional GIC's and the market value of underlying
investments and the associated wrapper for synthetic GIC'S, at
December 31, 1996 and 1995 was $588,280,797 and $772,781,602,
respectively. Contract values were $580,604,526 and $756,873,345
at December 31,1996 and 1995, 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 investment 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
<TABLE>
(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, 1996 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 $ (1,209,445) 24,423 - 30,370,038 (5,232,588) - 23,952,428
Xerox common stock - - - - - 27,564,968 27,564,968
Other equity investments 175,289,079 206,520,751 149,114,478 92,988,950 - - 623,913,258
Investments at estimated
fair value:
Real estate - - - 869,897 - - 869,897
Other investments - - - 61,158,433 - - 61,158,433
Total $174,079,634 206,545,174 149,114,478 185,387,318 (5,232,588) 27,564,968 737,458,984
</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)
<FN>
</TABLE>
<TABLE>
The net appreciation (depreciation) of investments for the year ended
December 31, 1995 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 $ (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:
Interest in
real estate trusts - - - (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
<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.
(4) Segregated Assets Fund - Investment Contracts With Executive
Life Insurance Company
</TABLE>
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, $66 million in affected assets
were transferred into a Segregated Assets Fund.
Through December 31, 1996, the Xerox retirement and savings plans have
received $66 million in payments related to the ELIC investments. These
payments represent the recovery of 100% of each participant's original
investment plus $1.6 million in interest. Should Xerox receive additional
payments from ELIC for unrecognized interest income associated with the
original GIC's, the proceeds will be allocated to those participants
originally invested in ELIC based upon their percent interest on
April 11, 1991. All proceeds will be recorded through the income fund and
transferred to other funds based on a participants allocation elections at
the time of receipt.
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, 1996 were 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:
3,334,551 $1.298843 2.607.160 $1.384328 2.591.438 $1.345363 3,408,036 $11.594012 15.254.214 $6.131268 1.576.864 $5.289206
February 28:
3,419,705 1.311633 2,843,695 1.398277 2,630,400 1.402304 3,397,928 11.698504 14,836,899 6.149365 1,800,655 5.597323
March 31:
3,593,568 1.351739 3,327,284 1.410611 2,722,728 1.453844 3,436,271 11.902984 14,416,534 6.168735 1,809,693 5.383233
April 30:
3,902,332 1.387228 3,808,249 1.426560 2,922,666 1.551849 3,552,393 12.138867 14,294,019 6.193430 1,833,208 6.293252
May 31:
4,305,499 1.395861 3,918,755 1.458338 3,344,836 1.611155 3,600,918 12.333157 14,020,252 6.222871 1,851,268 6.767969
June 30:
4,540,941 1.411045 3,997,087 1.459900 3,693,333 1.551550 3,614,207 12.360292 13,740,468 6.262955 1,933,288 6.941962
July 31:
4,709,658 1.352980 4,100,890 1.386290 3,995,570 1.434285 3,630,066 11.918603 13,594,380 6.295800 2,075,992 6.539139
August 31:
4,760,960 1.383398 4,090,626 1.420414 4,082,210 1.529633 3,636,415 12.212231 13,554,689 6.330015 2,130,580 7.120918
September 30:
4,713,973 1.427807 4,139,591 1.506957 4,019,906 1.608958 3,598,317 12.747171 13,422,642 6.375039 2,238,745 7.001655
October 31:
5,076,899 1.443572 4,150,550 1.542665 4,066,685 1.609340 3,583,903 12.938311 13,408,169 6.425139 2,247,888 6.053273
November 30:
5,189,617 1.518698 4,190,843 1.662408 4,165,680 1.685160 3,596,567 13.604205 13,273,695 6.464303 2,298,425 6.388306
December 31:
5,093,127 1.542035 4,318,074 1.631667 4,293,189 1.716124 3,589,255 13.614407 13,077,944 6.487638 2,330,563 6.899738
<FN>
</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, 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
The Segregated Assets Fund had 257,331 units outstanding and a
net asset value of $85,695 at December 31, 1995.
<FN>
</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
<TABLE>
(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
1996 1995
<S> <C> <C>
Net assets available for plan benefits as
reported in the Plan financial statements $186,623,132 $166,243,458
Benefit claims payable reported on line 31g
of Form 5500 (122,742) (1,875,933)
Net assets available for plan benefits as
reported in the Plan Form 5500 186,500,390 164,367,525
The following is a reconciliation of benefits paid per the
financial statements to the Form 5500:
December 31
1996 1995
Benefits paid to participants as reported
in the Plan financial statements $17,551,178 18,024,723
Add: Amounts allocated to withdrawing
participants at December 31 122,742 1,875,933
Less: Amounts allocated to withdrawing
participants at December 31, 1996 and
1995, respectively (1,875,933) (884,395)
Benefits paid to participants as reported
in the Form 5500 15,797,987 19,016,261
</TABLE>
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) Stock Split
In May 1996, the shareholders approved a three-for-one stock split of the
Company's common stock. The stock split does 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, 1996
<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) $ 149,383,456 172,250,945
Investment in Participant
Loans Receivable * Loans to Plan participants,
maturity dates through 5/31/09,
interest rates from 7.0% to
11.5% per annum. - 11,350,450
<FN>
* Party-in-interest
(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, 1996 and 1995, 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, 1996 and 1995, 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
April 30, 1997
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 and No. 333-22067) on Form S-8 of Xerox Corporation of our report
dated April 30,
1997, 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, 1996 and 1995, 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, 1996 Annual Report on Form 11-K of the
Xerox Corporation Profit Sharing Plan.
KPMG PEAT MARWICK
Rochester, New York
June 26, 1997
