Bond Xeroxx 6.75% ( US984121CB79 ) in USD

Issuer Xeroxx
Market price refresh price now   51.35 %  ▲ 
Country  United States
ISIN code  US984121CB79 ( in USD )
Interest rate 6.75% per year ( payment 2 times a year)
Maturity 14/12/2039



Prospectus brochure of the bond Xerox US984121CB79 en USD 6.75%, maturity 14/12/2039


Minimal amount /
Total amount /
Cusip 984121CB7
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating Caa1 ( Substantial risks )
Next Coupon 15/12/2025 ( In 90 days )
Detailed description Xerox Corporation is a multinational technology company specializing in document management, services, and printing, with a legacy of innovation in imaging and digital technologies.

A detailed examination of the fixed-income market spotlights a bond issued by Xerox, the global technology leader renowned for its digital print and document management solutions, based in the United States. This specific obligation, identified by ISIN US984121CB79 and CUSIP 984121CB7, is a US-issued, USD-denominated instrument carrying a 6.75% annual interest rate, with semi-annual coupon payments, and a maturity date of December 14, 2039. Currently, the bond is trading at 55.52% of its par value, reflecting market sentiment and its credit standing, which is further elucidated by its B+ rating from Standard & Poor's and Caa1 rating from Moody's.







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Table of Contents
Filed Pursuant to Rule 424B5
File No. 333-142900

CALCULATION OF REGISTRATION FEE














Maximum


Title of Each Class of
Amount to be
Maximum Offering Aggregate Offering
Amount of
Securities to be Registered

Registered
Price Per Unit

Price
Registration Fee(1)
4.250% Senior Notes due 2015
$1,000,000,000
99.808%
$998,080,000
$55,693
5.625% Senior Notes due 2019
$650,000,000
99.725%
$648,212,500
$36,170
6.750% Senior Notes due 2039
$350,000,000
99.588%
$348,558,000
$19,450













(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").

Prospectus Supplement
(To Prospectus Dated December 1, 2009)


$2,000,000,000
Xerox Corporation
$1,000,000,000 4.250% Senior Notes due 2015
$650,000,000 5.625% Senior Notes due 2019
$350,000,000 6.750% Senior Notes due 2039



We are offering $1,000,000,000 aggregate principal amount of our 4.250% senior notes due 2015 (the
"2015 notes"), $650,000,000 aggregate principal amount of our 5.625% senior notes due 2019 (the "2019
notes") and $350,000,000 aggregate principal amount of our 6.750% senior notes due 2039 (the "2039
notes"). The 2015 notes, the 2019 notes and the 2039 notes are collectively referred to herein as the "notes."
The 2015 notes will mature on February 15, 2015, the 2019 notes will mature on December 15, 2019 and
the 2039 notes will mature on December 15, 2039. We will pay interest on the 2015 notes on each February
15 and August 15, commencing on August 15, 2010. We will pay interest on the 2019 notes and the 2039
notes on each June 15 and December 15, commencing on June 15, 2010.
We may redeem the notes of any series at any time, and from time to time, by paying to the holders
thereof 100% of the principal amount plus a make-whole redemption premium as described under
"Description of the Notes--Optional Redemption." We must redeem all of the notes under the circumstances
and at the redemption price described in this prospectus supplement in "Description of the Notes--Special
Mandatory Redemption." If a change of control purchase event occurs, we will be required to offer to
purchase all of the notes from the holders at a price equal to 101% of the principal amount thereof.
The notes will be unsecured and will rank senior to all our existing and future subordinated debt and will
rank equally in right of payment with our existing and future unsecured senior debt. The notes will not have
the benefit of all of the covenants applicable to some of our existing unsecured senior debt. The notes will be
effectively subordinated to any of our secured debt. The notes will be structurally subordinated to the debt
and all other obligations of our subsidiaries.



Investing in the notes involves a high degree of risk. See "Risk Factors" beginning
on page S-10 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.












Proceeds,







before


Public Offering
Underwriting
expenses,



Price (1)

Discount

to us (1)


Per 2015 note

99.808 %
0.600 %
99.208 %
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2015 note total
$ 998,080,000 $ 6,000,000 $ 992,080,000
Per 2019 note

99.725 %
0.650 %
99.075 %
2019 note total
$ 648,212,500 $ 4,225,000 $ 643,987,500
Per 2039 note

99.588 %
0.875 %
98.713 %
2039 note total
$ 348,558,000 $ 3,062,500 $ 345,495,500

















Total
$ 1,994,850,500 $ 13,287,500 $ 1,981,563,000



















(1) Plus accrued interest, if any, from December 4, 2009.

The notes will not be listed on any securities exchange. Currently, there are no public markets for
the notes.


We expect that delivery of the notes will be made to purchasers in book-entry form through The
Depository Trust Company for the account of its participants, including Clearstream Banking société
anonyme and Euroclear Bank, S.A./N.V., on or about December 4, 2009.
Joint Book-Running Managers

BofA Merrill Lynch
Citi
J.P. Morgan

Senior Co-Managers

BNP PARIBAS
Deutsche Bank Securities
HSBC
UBS Investment Bank

Co-Managers

Mizuho Securities USA Inc.
PNC Capital Markets LLC U.S. Bancorp Investments, Inc.

The date of this prospectus supplement is December 1, 2009
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TABLE OF CONTENTS
Prospectus Supplement







Page

About This Prospectus Supplement
S-4
Where You Can Find More Information
S-4
Disclosure Regarding Forward-Looking Statements
S-5
Market and Industry Data
S-5
Summary
S-6
Risk Factors
S-10
The Acquisition
S-20
Use of Proceeds
S-23
Ratios of Earnings to Fixed Charges
S-24
Xerox and ACS Unaudited Pro Forma Condensed Combined Financial Information
S-25
Description of the Notes
S-44
Certain Other Indebtedness and Preferred Stock
S-49
Certain United States Federal Income Tax Consequences
S-56
Book-Entry, Delivery and Form
S-59
Underwriting
S-63
Incorporation of Certain Documents by Reference
S-66
Legal Matters
S-66
Experts
S-66

Prospectus







Page

Xerox Corporation
1
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred
Stock Dividends
1
The Securities We May Offer
1
Use of Proceeds
2
Description of the Debt Securities and Convertible Debt Securities
2
Description of the Preferred Securities and Convertible Preferred Stock
15
Description of Common Stock
18
Description of Warrants
19
Description of Securities Purchase Contracts and Securities Purchase Units
21
Description of Depositary Shares
22
Plan of Distribution
24
About this Prospectus
26
Market Share, Ranking and Other Data
26
Where You Can Find More Information
27
Incorporation of Certain Documents by Reference
27
Validity of the Securities
28
Experts
28


In making your investment decision, you should rely on the information contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus and any
free writing prospectus. We have not, and the underwriters have not, authorized anyone to
provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the information appearing in this
prospectus supplement and the accompanying prospectus is accurate as of the dates on their
respective covers. Our business, financial condition, results of operations and prospects may
have changed since those dates. Neither the delivery of this prospectus supplement and the
accompanying prospectus nor any sale made hereunder shall under any circumstance imply that
the information in or incorporated by reference in this prospectus supplement is correct as of
any date subsequent to the date on the cover of this prospectus supplement or that the
information contained in the accompanying prospectus is correct as of any date subsequent to
the date on the cover of the accompanying prospectus.
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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes
the specific terms of this offering. The second part is the accompanying prospectus, which describes
more general information, some of which may not apply to this offering. You should read both this
prospectus supplement and the accompanying prospectus, together with the documents incorporated
by reference and the additional information described below under the heading "Where You Can Find
More Information."

If the description of the offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement.

Any statement made in this prospectus supplement or in a document incorporated or deemed to be
incorporated by reference in this prospectus supplement will be deemed to be modified or superseded
for purposes of this prospectus supplement to the extent that a statement contained in this prospectus
supplement or in any other subsequently filed document that is also incorporated or deemed to be
incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus supplement. See "Incorporation of Certain Documents By
Reference" in this prospectus supplement.

In this prospectus supplement, except as otherwise indicated herein, references to "Xerox," the
"Company," "we," "us" or "our" refer to Xerox Corporation and its subsidiaries and, in the context of
the notes, "Xerox," the "Company," "we," "us" and "our" shall only refer to Xerox Corporation, the
issuer of the notes.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). In accordance with the Exchange Act, we file annual, quarterly and
current reports, proxy statements and other information with the Securities and Exchange Commission
(the "SEC"). Our SEC file number is 001-04471. You can read and copy this information at the
following location of the SEC:

Public Reference Room
100 F Street, N.E.
Room 1850
Washington, D.C. 20549

You can also obtain copies of these materials from this public reference room, at prescribed rates.
Please call the SEC at 1-800-SEC-0330 for further information on its public reference room. The SEC
also maintains a web site that contains reports, proxy statements and other information about issuers,
like us, who file electronically with the SEC. The address of that site is www.sec.gov.

This prospectus supplement and the accompanying prospectus, which form a part of the
registration statement, do not contain all the information that is included in the registration statement.
You will find additional information about us in the registration statement. Any statements made in
this prospectus supplement, the accompanying prospectus or any documents incorporated by reference
concerning the provisions of legal documents are not necessarily complete and you should read the
documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a
more complete understanding of the document or matter.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any documents incorporated by reference into this prospectus may contain
"forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The
words "anticipate," "believe," "estimate," "expect," "intend," "will," "should" and similar
expressions, as they relate to us, are intended to identify forward-looking statements. These statements
reflect management's current beliefs, assumptions and expectations and are subject to a number of
factors that may cause actual results to differ materially. These factors include but are not limited to:
the unprecedented volatility in the global economy; the risk that we will not realize all of the
anticipated benefits from the acquisition of Affiliated Computer Services, Inc. ("ACS"); the risk that
disruptions from the merger will harm relationships with customers, employees and suppliers; the risk
that unexpected costs will be incurred; the outcome of litigation and regulatory proceedings to which
we and/or ACS may be a party; actions of competitors; changes and developments affecting our
industry; quarterly or cyclical variations in financial results; development of new products and
services; interest rates and cost of borrowing; our ability to protect our intellectual property rights; our
ability to maintain and improve cost efficiency of operations, including savings from restructuring
actions; changes in foreign currency exchange rates; changes in economic conditions, political
conditions, trade protection measures, licensing requirements and tax matters in the foreign countries
in which we do business; reliance on third parties for manufacturing of products and provision of
services; and other risks that are set forth in the "Risk Factors" section in this prospectus supplement,
the "Legal Proceedings" section, the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section and other sections of our Annual Report on Form 10-K for the year
ended December 31, 2008 and Quarterly Reports on Form 10-Q for the quarters ended March 31,
2009, June 30, 2009 and September 30, 2009, as filed with the SEC. The Company assumes no
obligation to update any forward-looking statements as a result of new information or future events or
developments, except as required by law.

MARKET AND INDUSTRY DATA

Certain market and industry data included or incorporated by reference in this prospectus
supplement and in the accompanying prospectus has been obtained from third party sources that we
believe to be reliable. Market estimates are calculated by leveraging third-party forecasts from firms
such as International Data Corporation and Infosource in conjunction with our assumptions about our
markets. We have not independently verified such third party information and cannot assure you of its
accuracy or completeness. While we are not aware of any misstatements regarding any market,
industry or similar data presented herein, such data involves risks and uncertainties and is subject to
change based on various factors, including those discussed under the headings "Disclosure Regarding
Forward-Looking Statements" and "Risk Factors" in this prospectus supplement and in the
accompanying prospectus as well as those listed under "Forward Looking Statements" and "Risk
Factors" in the documents enumerated under "Incorporation of Certain Documents by Reference"
including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2008
and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and
September 30, 2009, as filed with the SEC and under similarly captioned sections in future filings that
we make with the SEC under the Exchange Act.

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SUMMARY

This summary highlights certain information about us and the offering of the notes. This
summary does not contain all the information that may be important to you. You should read
this entire prospectus supplement, the accompanying prospectus and those documents
incorporated by reference into the prospectus supplement and the accompanying prospectus,
including the risk factors and the financial statements and related notes, before making an
investment decision.

Pending Acquisition of Affiliated Computer Services

On September 27, 2009, we, Boulder Acquisition Corp. ("Merger Sub"), a wholly owned
subsidiary of ours, and Affiliated Computer Services, Inc. ("ACS") entered into an Agreement
and Plan of Merger (the "Merger Agreement") providing for the acquisition of ACS by Xerox.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the
board of directors of each of the parties, ACS will be merged with and into Merger Sub.

As a result of the merger, each outstanding share of ACS's Class A common stock, other
than shares owned by Xerox, Merger Sub or ACS (which will be cancelled) and other than those
shares with respect to which appraisal rights are properly exercised and not withdrawn
(collectively, "Excluded Shares"), will be converted into the right to receive a combination of
(i) 4.935 shares of Xerox common stock and (ii) $18.60 in cash, without interest. As a result of
the merger, each outstanding share of Class B common stock of ACS, other than Excluded
Shares, will be converted into the right to receive (i) 4.935 shares of Xerox common stock,
(ii) $18.60 in cash, without interest and (iii) a fraction of a share of a new series of convertible
preferred stock to be issued by Xerox and designated as Series A Convertible Perpetual
Preferred Stock ("Convertible Preferred Stock") equal to (x) 300,000 divided by (y) the number
of shares of Class B common stock of ACS issued and outstanding as of the effective time of
the merger. See "Certain Other Indebtedness and Preferred Stock--Description of Series A
Convertible Perpetual Preferred Stock."

ACS is a provider of business process outsourcing and information technology services and
solutions to commercial and government clients worldwide. ACS delivers a full range of
business process outsourcing and information technology services, as well as end-to-end
solutions to the public and private sectors and supports a variety of industries including
education, energy, financial, government, healthcare, retail and transportation. ACS's revenues
for the fiscal year ended June 30, 2009 were $6.5 billion. ACS supports client operations in
more than 100 countries.

The consummation of the merger is subject to certain conditions, including, among others,
the adoption of the Merger Agreement by ACS's stockholders and the approval of the issuance
of our common stock by our stockholders.

Acquisition Rationale

In determining to pursue the acquisition, our board of directors considered, among other
things, the following positive factors relating to the merger:


· The belief that our combination with ACS will meaningfully deliver our strategic
priorities in a single transaction and better enable us to respond to both key
opportunities in the services business and global growth markets and key challenges in
the hardware business, such as increased competition and diminishing returns;


· The expectation that the combination of our strengths in document technology and
ACS's expertise in process management will create a global enterprise that can provide
an expanded combination of products and support services for its customers;


· The fact that we will obtain immediate scale and capacity in business process
outsourcing services;
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· The expectation that the merger will provide us with increased ability to aggressively
capture global business process outsourcing growth opportunities through combined
scale, scope, brand and reach;

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· The potential for significant revenue synergy opportunities through the use of each
parties' corporate relationships and customer base;


· The potential to scale ACS services through the use of the Xerox brand name;


· The significant potential for cost savings, and resulting increase in earnings and cash
flow, through consolidated corporate governance; reduced public company costs,
reduced labor, shared business process outsourcing platform costs and improved
logistics and infrastructure;


· The fact that ACS' senior management entered into retention agreements with us to
continue as employees of ours post-merger; and


· The expectation that the merger will enhance our strategic posture in the market and
position Xerox for long-term growth, accelerated margin expansion and earnings
appreciation.

For the discussion of various factors that could prohibit or limit us from realizing some or
all of these benefits, see "Risk Factors."
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