SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2005
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the transition period from: to1-4471 (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) 968-3000Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of Each Exchange on Which Registered
Common Stock, $1 par value6.25% Series C Mandatory Convertible Preferred Stock New York Stock ExchangeChicago Stock ExchangeNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes:
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No:
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes:
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No:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes:
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No:
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act RuleLarge accelerated filer:
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Accelerated filer:
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Non-accelerated filer:
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Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct) Yes:
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No:
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The aggregate market value of the voting stock of the registrant held by non-affiliates as of June 30, 2005 was:$13,231,185,100.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 January 31, 2006
Common Stock, $1 par value 931,310,151 Shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated herein by reference:
DocumentPart of Form 10-K in WhichIncorporated
Xerox Corporation 2005 Annual Report to Shareholders I & IIXerox Corporation Notice of 2006 Annual Meeting of Shareholders and Proxy Statement (to be filed notlater than 120 days after the close of the fiscal year covered by this report on Form 10-K) III
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