Xerox 2002 Annual Report Download - page 98

96
I, Anne M. Mulcahy, Chairman of the Board and Chief
Executive Officer, certify that:
1. I have reviewed this Annual Report on Form 10-K of Xerox
Corporation;
2. Based on my knowledge, this Annual Report does not con-
tain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this Annual Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Annual Report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this Annual Report;
4. The registrant’s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and pro-
cedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period
in which this Annual Report is being prepared;
b) Evaluated the effectiveness of the registrant’s disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this Annual Report (the “Evaluation Date”);
and
c) Presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.
5. The registrant’s other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant’s audi-
tors and the audit committee of registrant’s board of direc-
tors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant’s
ability to record, process, summarize and report financial
data and have identified for the registrant’s auditors any
material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves manage-
ment or other employees who have a significant role in the
registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated
in this Annual Report whether there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
March 31, 2003
Anne M. Mulcahy
Principal Executive Officer
I, Lawrence A. Zimmerman, Senior Vice President and Chief
Financial Officer, certify that:
1. I have reviewed this Annual Report on Form 10-K of Xerox
Corporation;
2. Based on my knowledge, this Annual Report does not con-
tain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this Annual Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Annual Report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this Annual Report;
4. The registrant’s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and pro-
cedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period
in which this Annual Report is being prepared;
b) Evaluated the effectiveness of the registrant’s disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this Annual Report (the “Evaluation Date”);
and
c) Presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant’s audi-
tors and the audit committee of registrant’s board of direc-
tors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant’s
ability to record, process, summarize and report financial
data and have identified for the registrant’s auditors any
material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves manage-
ment or other employees who have a significant role in the
registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated
in this Annual Report whether there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
March 31, 2003
Lawrence A. Zimmerman
Principal Financial Officer
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