10-K/A 1 d10ka.txt AMENDMENT NO. 2 TO FORM 10-K 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 ----- --------------------------- 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 -------- ---------------------------------- Xerox Corporation 2001 Annual Report to Shareholders I & II
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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