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Xerox Corporation
99
Management’s Responsibility for
Financial Statements
Our management is responsible for the integrity and objectivity of
all information presented in this annual report. The consolidated
financial statements were prepared in conformity with accounting
principles generally accepted in the United States of America
and include amounts based on management’s best estimates
and judgments. Management believes the consolidated financial
statements fairly reflect the form and substance of transactions
and that the financial statements fairly represent the Company’s
financial position and results of operations.
The Audit Committee of the Board of Directors, which is
composed solely of independent directors, meets regularly with
the independent auditors, PricewaterhouseCoopers LLP, the
internal auditors and representatives of management to review
accounting, financial reporting, internal control and audit matters,
as well as the nature and extent of the audit effort. The Audit
Committee is responsible for the engagement of the independent
auditors. The independent auditors and internal auditors have
free access to the Audit Committee.
Management’s Report on Internal Control
Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is
defined in the rules promulgated under the Securities Exchange
Act of 1934. Under the supervision and with the participation
of our management, including our principal executive, financial
and accounting officers, we have conducted an evaluation of the
effectiveness of our internal control over financial reporting based
on the framework in “Internal Control – Integrated Framework”
issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Based on the above evaluation, management has concluded
that our internal control over financial reporting was effective as
of December 31, 2005. Our management’s assessment of the
effectiveness of our internal control over financial reporting as of
December 31, 2005 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated
in their report which is included herein.
Anne M. Mulcahy
Chief Executive Officer
Lawrence A. Zimmerman
Chief Financial Officer
Gary R. Kabureck
Chief Accounting Officer
Xerox Annual Report 2005
REPORTS OF MANAGEMENT