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Xerox Concludes Settlement With SEC, Says All Issues Resolved

Press release from the issuing company

STAMFORD, Conn.--April 11, 2002-- Xerox announced today that it has concluded its settlement with the Securities and Exchange Commission on the previously disclosed proposed allegations related to matters that have been under investigation since June 2000. As a result, the Commission filed today a complaint and a consent order in federal district court for injunctive relief and a civil penalty of $10 million. Xerox neither admits nor denies the allegations of the complaint. "The settlement with the Commission effectively resolves Xerox's outstanding issues with the SEC," said Anne M. Mulcahy, Xerox chairman and chief executive officer. "Xerox today is a stronger company with a new management team that has taken all the right steps to turn our business around. With the SEC matters now behind us, we are better positioned to continue fortifying our business through operational improvements and future growth opportunities -- creating enhanced value for our customers and shareholders." Under the terms of the settlement, the company announced last week that it will restate its financials for the years 1997 through 2000 as well as adjust previously announced 2001 results. The restatement will primarily reflect adjustments in the timing and allocation of lease revenue recognition, which will be reallocated among equipment, service and finance revenue streams as appropriate by applying a methodology different than the one the company had used during those years. The resulting timing and allocation adjustments cannot be estimated until the restatement process has been completed. In any event, there will be no impact on the cash that has been received or is contractually due to be received from these leases. Furthermore, the monetary value of the leases does not change. The restatement will also include adjustments due to the establishment and release of certain reserves prior to 2001 and other miscellaneous items. To allow for the additional time required to prepare the restatement and to make these adjustments, the Commission has granted to Xerox as part of the settlement an extension of 75 days beyond the 15-day extension received last week for the filing of its 2001 10-K and first-quarter 2002 10-Q. Xerox has also agreed that a special committee of its Board of Directors will retain an independent consultant to review its material accounting controls and policies. The Board will share the outcome of this review with the SEC.