Capital Reorganisation

     
BW20030611002104  20030612T060019Z UTC


( BW)(XEROX-CORP.)(XRX) Capital Reorganisation

    Business Editors
    UK REGULATORY NEWS

    STAMFORD, Conn.--(BUSINESS WIRE)--June 12, 2003--

        Xerox Announces $3.1 Billion Recapitalization Strategy;
          Commitments Received for $1 Billion Credit Facility

Xerox Corporation (NYSE: XRX) announced today a comprehensive
recapitalization strategy of about $3.1 billion that will delever and
strengthen the company's balance sheet, extend debt maturities and
provide operating and financial flexibility. The financing plan
includes common stock, mandatory convertible preferred securities,
senior unsecured notes and a bank financing transaction.

Xerox has already received commitments from Citigroup, Deutsche Bank,
Goldman Sachs, JPMorgan, Merrill Lynch and UBS for a new $1 billion
credit facility consisting of a $700 million revolving facility and a
$300 million term loan, both maturing in September 2008. This new
credit facility is contingent upon Xerox raising $1.5 billion through
its financing plan, including at least $500 million of common and
preferred equity.

Xerox plans to use proceeds from the recapitalization transaction and
the new term loan as well as a portion of its current cash balance to
repay and terminate the $3.1 billion outstanding from its current bank
facility.

As part of the recapitalization strategy Xerox intends to issue the
following:

-- Approximately 40 million shares of common stock valued at $434
million based on Monday's closing stock price of $10.84.

-- Approximately $650 million of mandatory convertible preferred
securities. 

-- Approximately $1 billion of a combination of 7-year and 10-year
senior unsecured notes.

Subject to market conditions, Xerox intends to complete the
recapitalization transaction by the end of this month. As a result,
the company expects that its reduced interest expense will largely
offset the dilutive impact of the additional shares in the second half
of this year and in 2004.

To recognize the remaining unamortized fees associated with the 2002
credit facility, Xerox will record a $70 million pre-tax charge in the
second quarter. Excluding this charge, the company continues to expect
that second-quarter earnings will be in the range of 9 cents to 12
cents per share.

The common stock, mandatory convertible preferred securities and
senior unsecured notes will be issued by Xerox and sold under the
company's $3 billion universal shelf registration statement.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of Xerox including
shares of common stock, shares of mandatory convertible preferred
stock or senior unsecured notes. Shares of common stock, shares of
mandatory convertible preferred stock or senior unsecured notes will
not be sold in any state or jurisdiction in which such an offer,
solicitation, or sale would be unlawful.

A copy of the prospectuses in the offerings of the common stock,
mandatory convertible preferred securities and senior unsecured notes
may be obtained from: JPMorgan, 277 Park Avenue, 8th Floor, New York,
NY, 10172.


For additional information about The Document Company Xerox, please
visit our Worldwide Web site at www.xerox.com/investor.

This release contains forward-looking statements and information
relating to Xerox that are based on our beliefs as well as assumptions
made by and information currently available to us. The words
"anticipate," "believe," "estimate," "expect," "intend," "will" and
similar expressions, as they relate to us, are intended to identify
forward-looking statements. Actual results could differ materially
from those projected in such forward-looking statements. Information
concerning certain factors that could cause actual results to differ
materially is included in the company's Form 10-Q for the quarter
ended March 31, 2003, as filed with the SEC.

XEROX(R), The Document Company(R) and the digital X(R) are trademarks
of XEROX CORPORATION.

   Short Name: Xerox Corporation
   Category Code: CAR
   Sequence Number: 00005742
   Time of Receipt (offset from UTC): 20030611T212005+0100

    --30--DB/ny

    CONTACT: Xerox Corporation
             James A. Ramsey, 203/968-3807                     
             Fax: [phone]
             [e-mail]
                    or
             Cynthia B. Johnston, 203-968-3489
             Fax: [phone]
             [e-mail]    

    KEYWORD: CONNECTICUT UNITED KINGDOM INTERNATIONAL EUROPE
    INDUSTRY KEYWORD: BANKING COMPUTERS/ELECTRONICS HARDWARE
PUBLISHING
    SOURCE: Xerox Corporation

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