SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 2)
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended: December 31, 2001
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from: to
1-4471 (Commission File Number)
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0468020
(State of incorporation) (I.R.S. Employer Identification No.)
P.O. Box 1600, Stamford, Connecticut
(Address of principal executive offices)
06904
(Zip Code)
Registrant's telephone number, including area code: (203) 968-3000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of each Class Which Registered
------------------- ----------------
Common Stock, $1 par value New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes: (X) No: ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of the voting stock of the registrant held by
non-affiliates as of May 31, 2002 was: $6,525,261,445
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
Class Outstanding at May 31, 2002
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Common Stock, $1 par value ..........727,048,629 Shares
Documents Incorporated By Reference
Portions of the following documents are incorporated herein by reference:
Document Part of 10-K in Which Incorporated
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Xerox Corporation 2001 Annual Report to Shareholders I & II
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This Amendment No. 2 is being filed to correct EDGAR conversion errors and to
correct quarterly information shown in the unaudited 2001 "Quarterly Results of
Operations" contained in Registrant's 2001 Annual Report to Shareholders
(Exhibit 13 to this Annual Report on Form 10-K). With respect to the unaudited
2001 "Quarterly Results of Operations," Net Loss (Income) was adjusted from the
amount originally reported in the Annual Report on Form 10-K, filed on June 28,
2002, for the effects of interest expense originally misallocated between
quarters. The effects of such adjustments were decreases to first quarter Net
Income of $5 million and (increases) decreases to second, third and fourth
quarter Net Loss of $3 million, ($16) million and $8 million, respectively.
There was no impact on the Net Loss for the year.
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PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
Exhibit (13) Registrant's 2001 Annual Report to Shareholders
Exhibit (23) Consent of PricewaterhouseCoopers LLP
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
XEROX CORPORATION
By: /s/ Leslie F. Varon
---------------------------------
Leslie F. Varon
Vice President and Secretary
July 10, 2002