XEROX CORP
8-K, 2000-02-23
COMPUTER PERIPHERAL EQUIPMENT, NEC
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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM 8-K
                       CURRENT REPORT

             Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934

        Date of Report (date of earliest event reported):
                     February 23, 2000

                     XEROX CORPORATION
   (Exact name of registrant as specified in its charter)

 New York              1-4471                16-0468020
 (State or other       (Commission File      (IRS Employer
 jurisdiction of       Number)               Identification
 incorporation)                              No.)

                   800 Long Ridge Road
                     P. O. Box 1600
            Stamford, Connecticut  06904-1600
    (Address of principal executive offices)(Zip Code)

    Registrant's telephone number, including area code:
                      (203) 968-3000








Item 5.  Other Events

The Registrant is releasing its unaudited 1999 financial statements and a
related schedule to the investment community and posting them on its Internet
website in advance of the publication of its 1999 Annual Report to
Shareholders.  Copies of these unaudited financial statements and the related
schedule are included as exhibits to this Form 8-K.


                                Exhibit Index


Exhibit No.      Description

1.               Consolidated Statements of Income (Unaudited)
2.               Consolidated Balance Sheet (Unaudited)
3.               Consolidated Statements of Cash Flows (Unaudited)
4.               Non-Financing Operations Cash Flow Schedule





- -----------------------------------------------------------------------------

                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf by the
undersigned duly authorized.

                                         XEROX CORPORATION

                                             /s/ MARTIN S. WAGNER
                                         --------------------------------
                                         By: MARTIN S. WAGNER
                                             Assistant Secretary

Dated: February 23, 2000



                                                                 Exhibit 1
                         Xerox Corporation
             Consolidated Statements of Income (Unaudited)

                                                    Year Ended December 31,
(In millions, except per-share data)               1999       1998     1997

Revenues
  Sales                                         $10,346    $10,696  $ 9,881
  Service and rentals                             7,856      7,678    7,257
  Finance income                                  1,026      1,073    1,006
  Total Revenues                                 19,228     19,447   18,144


Costs and Expenses
  Cost of sales                                   5,744      5,662    5,330
  Cost of service and rentals                     4,481      4,205    3,778
  Inventory charges                                   -        113        -
  Equipment financing interest                      547        570      520
  Research and development expenses                 979      1,040    1,065
  Selling, administrative and general
    expenses                                      5,144      5,321    5,212
  Restructuring charge and asset
    impairments                                       -      1,531        -
  Other, net                                        297        242       98
 Total Costs and Expenses                        17,192     18,684   16,003


Income before Income Taxes, Equity Income
  and Minorities' Interests                       2,036        763    2,141

  Income taxes                                      631        207      728
  Equity in net income of
    unconsolidated affiliates                        68         74      127
  Minorities' interests in earnings of
    subsidiaries                                     49         45       88

Income from Continuing Operations                 1,424        585    1,452

Discontinued Operations                               -       (190)       -

Net Income                                      $ 1,424    $   395  $ 1,452


Basic Earnings (Loss) per Share
  Continuing Operations                         $  2.09    $  0.82  $  2.16
  Discontinued Operations                             -      (0.29)       -
Basic Earnings per Share                        $  2.09    $  0.53  $  2.16


Diluted Earnings (Loss) per Share
  Continuing Operations                         $  1.96    $  0.80  $  2.02
  Discontinued Operations                             -      (0.28)       -
Diluted Earnings per Share                      $  1.96    $  0.52  $  2.02

NOTE:

The unaudited consolidated financial statements presented herein have been
prepared by Xerox Corporation in accordance with the accounting policies
described in its 1998 Annual Report to Shareholders.  Certain historical
amounts have been restated to reflect reclassifications to conform to the
current presentation.  The impact of these changes is not material and did not
affect net income.



                                                              Exhibit 2
                           Xerox Corporation
                 Consolidated Balance Sheets (Unaudited)

                                           December 31,     December 31,
(In millions, except share data in thousands)    1999             1998
Assets

Cash                                         $    126          $    79
Accounts receivable, net                        2,622            2,671
Finance receivables, net                        5,115            5,220
Inventories                                     2,961            3,269
Deferred taxes and other current assets         1,161            1,236

  Total Current Assets                         11,985           12,475

Finance receivables due after one year, net     8,203            9,093
Land, buildings and equipment, net              2,456            2,366
Investments in affiliates, at equity            1,615            1,456
Goodwill, net                                   1,724            1,731
Other assets                                    1,701            1,233
Investment in discontinued operations           1,130            1,670

Total Assets                                 $ 28,814         $ 30,024


Liabilities and Equity

Short-term debt and current portion of
  long-term debt                             $  3,957        $   4,104
Accounts payable                                1,016              948
Accrued compensation and benefit costs            630              722
Unearned income                                   186              210
Other current liabilities                       2,161            2,523

  Total Current Liabilities                     7,950            8,507

Long-term debt                                 10,994           10,867
Postretirement medical benefits                 1,133            1,092
Deferred taxes and other liabilities            2,263            2,711
Discontinued operations liabilities -
  policyholders' deposits and other               428              911
Deferred ESOP benefits                           (299)            (370)
Minorities' interests in equity of subsidiaries   127              124
Company-obligated, mandatorily redeemable
 preferred securities of subsidiary trust
 holding solely subordinated debentures of
 the Company                                      638              638
Preferred stock                                   669              687
Common shareholders' equity                     4,911            4,857

Total Liabilities and Equity                 $ 28,814        $  30,024

Shares of common stock issued                 665,156          657,196
Shares of common stock outstanding            665,156          656,787

NOTE:

The unaudited consolidated financial statements presented herein have been
prepared by Xerox Corporation in accordance with the accounting policies
described in its 1998 Annual Report to Shareholders.  Certain historical
amounts have been restated to reflect reclassifications to conform to the
current presentation.  The impact of these changes is not material and did not
affect net income.



                                                                  Exhibit 3
                         Xerox Corporation
           Consolidated Statements of Cash Flows (Unaudited)

Year ended December 31 (In millions)                 1999      1998     1997

Cash Flows from Operating Activities
Income (Loss)from Continuing Operations           $ 1,424   $   585  $ 1,452
Adjustments required to reconcile income to cash
 flows from operating activities:
  Depreciation and amortization                       935       821      739
  Provisions for doubtful accounts                    359       301      265
  Restructuring and other charges                       -     1,644        -
  Provision for postretirement medical
    benefits, net of payments                          41        33       29
  Charges against 1998 restructuring reserve         (437)     (332)       -
  Minorities' interests in earnings of subsidiaries    49        45       88
  Undistributed equity in income of
    affiliated companies                              (68)      (27)     (84)
  Decrease (increase) in inventories                   68      (558)    (170)
  Increase in on-lease equipment                     (401)     (473)    (347)
  Increase in finance receivables                  (1,788)   (2,169)  (1,629)
  Proceeds from securitization of
    finance receivables                             1,495         -        -
  Increase in accounts receivable                     (94)     (540)    (188)
  (Decrease) increase in accounts payable and
    accrued compensation and benefit costs            (94)      127      250
  Net change in current and deferred income taxes     277      (192)     361
  Change in other current and non-current liabilities (78)       67       83
  Other, net                                         (464)     (497)    (377)
Total                                               1,224    (1,165)     472

Cash Flows from Investing Activities
  Cost of additions to land, buildings and equipment (594)     (566)    (520)
  Proceeds from sales of land, buildings and equipment 99        74       36
  Acquisitions, net of cash acquired                 (107)     (380)    (812)
  Other, net                                          (25)        5       45
Total                                                (627)     (867)  (1,251)

Cash Flows from Financing Activities
  Net change in debt                                  (97)    2,468        5
  Dividends on common and preferred stock            (586)     (531)    (475)
  Proceeds from sale of common stock                  144       126      140
  Repurchase of common and preferred stock              -      (172)    (116)
  Dividends to minority shareholders                  (30)       (4)      (7)
  Proceeds from issuance of mandatorily
    redeemable preferred securities                     -         -      637
Total                                                (569)    1,887      184

Effect of Exchange Rate Changes on Cash                (9)      (29)     (18)

Cash provided (used) by Continuing Operations          19      (174)    (613)
Cash Provided by Discontinued Operations               28       178      584

Increase (decrease) in Cash                            47         4      (29)
Cash at Beginning of Year                              79        75      104

Cash at End of Year                               $   126   $    79  $    75

NOTE:

The unaudited consolidated financial statements presented herein have been
prepared by Xerox Corporation in accordance with the accounting policies
described in its 1998 Annual Report to Shareholders.  Certain historical
amounts have been restated to reflect reclassifications to conform to the
current presentation.  The impact of these changes is not material and did not
affect net income.



                                                               Exhibit 4
                         Xerox Corporation
                 Non-Financing Operations Cash Flow

The following schedule summarizes 1999, 1998 and 1997 document processing
non-financing operations cash generation and usage:

- - ----------------------------------------------------------------------
  (In millions)                             1999       1998       1997
- - ----------------------------------------------------------------------
  Document Processing
    Non-Financing:
  Income                                  $1,114     $1,381*    $1,217
  Depreciation and amortization**            935        821        739
- - ----------------------------------------------------------------------
  Cash from Operations                    $2,049     $2,202     $1,956
- - ----------------------------------------------------------------------
  Additions to land, building
    and equipment                           (594)      (566)      (520)
  Increase in on-lease
    Equipment                               (401)      (473)      (347)
  Decrease/(increase) in
    other inventory                           68       (558)      (170)
  Increase in accounts receivable            (94)      (540)      (188)
  All other changes, net                    (238)       366        295
- - ----------------------------------------------------------------------
  Net Cash Generation, Before
    Restructuring Charges                 $  790     $  431     $1,026
- ------------------------------------------------------------------------
  Cash charges against 1998
    restructuring reserve                   (437)      (332)         -
- ------------------------------------------------------------------------
Net Cash Generation                       $  353     $   99     $1,026
- ------------------------------------------------------------------------

  *  Before 1998 restructuring charge.
  ** Includes rental equipment depreciation of $463, $411 and $311 in 1999,
     1998 and 1997, respectively.



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