Prelim.Third Quarter Results

RNS Number:5484L
Xerox Corp
12 October 2001




For additional Information contact:

Leslie F. Varon                       Cynthia B. Johnston     
Vice President, Investor Relations    Manager, Investor Relations
203-968-3110                          203-968-3489             
[e-mail]            [e-mail]



             XEROX REPORTS PRELIMINARY THIRD-QUARTER RESULTS

STAMFORD, Conn., Oct. 12, 2001 -- Xerox Corporation (NYSE: XRX) today announced 
preliminary third-quarter results that include an estimated $3.8 billion to $4 
billion in revenue and a loss in the range of 22 to 25 cents per share, before 
net restructuring charges of 5 cents. Results were impacted by a number of 
factors including a reduction of approximately 9 cents due to currency losses 
from unhedged exposures, a tax rate change, and a property insurance deductible 
related to Sept. 11 losses.

"In many regards, Xerox's performance in July and August exceeded expectations 
and we were well positioned to meet our third-quarter targets," said Anne M. 
Mulcahy, Xerox president and chief executive officer. "However, the events of 
Sept. 11 resulted in a significant impact on sales for the balance of the month 
- typically the strongest two weeks of the quarter.

"We continue to aggressively implement our cost-reduction initiatives and focus 
on operational improvements. With further progress expected in these areas, we 
remain cautiously optimistic for a return to operational profitability in the 
fourth quarter," added Mulcahy.

The company also reported continued progress in strengthening its liquidity. 
After the repayment of approximately $350 million in third-quarter maturing 
debt, Xerox had $2.4 billion in cash at the end of September, compared to $2.2 
billion at the close of the second quarter.

Xerox continues to be in full compliance with its debt covenants and expects the
consolidated tangible net worth cushion to be approximately $200 million.

Xerox will report its full third-quarter results on Oct. 23, 2001.


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 June 30,
2001.