CUSIP NO. 984121103 13G Page 1 of 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XEROX CORPORATION
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
984121103
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 984121103 13G Page 2 of 6
1. NAMES OF REPORTING PERSONS.
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,260,447
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO. 984121103 13G Page 3 of 6
Item 1.
(a) Name of Issuer
XEROX CORPORATION
(b) Address of Issuer's Principal Executive Offices
P.O. Box 4505
45 Glover Avenue
Norwalk, CT 06856-4505
Item 2.
(a) Name of Person Filing
Franklin Mutual Advisers, LLC
(b) Address of Principal Business Office or, if none, Residence
101 John F. Kennedy Parkway
Short Hills, NJ 07078‑2789
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock, $1 par value
(e) CUSIP Number
984121103
CUSIP NO. 984121103 13G Page 4 of 6
Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a ‑8).
(e) [X] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d‑1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with §240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a‑3);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J), please specify
the type of institution
Item 4. Ownership
The securities reported herein (the “Securities”) are beneficially owned by one or more open‑end investment companies
or other managed accounts which, pursuant to investment management contracts, are managed by Franklin Mutual
Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Such investment
management contracts grant to FMA all investment and voting power over the securities owned by such investment
management clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial
owner of the Securities.
Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity
with the guidelines articulated by the SEC staff in Release No. 34‑39538 (January 12, 1998) relating to organizations,
such as FRI, where related entities exercise voting and investment powers over the securities being reported
independently from each other. The voting and investment powers held by FMA are exercised independently from FRI
(FMA’s parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and
investment management subsidiaries other than FMA are, collectively, “FRI affiliates”). Furthermore, internal policies
and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over the securities owned by their respective
investment management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold
investment and voting power separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the
outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA exercises
voting and investment powers on behalf of its investment management clients independently of FRI, the Principal
Shareholders, and their respective affiliates, beneficial ownership of the securities being reported by FMA is being
attributed only to FMA. FMA disclaims any pecuniary interest in any of the Securities. In addition, the filing of this
Schedule 13G on behalf of FMA should not be construed as an admission that it is, and it disclaims that it is, the
beneficial owner, as defined in Rule 13d‑3, of any of the Securities.
CUSIP NO. 984121103 13G Page 5 of 6
Furthermore, FMA believes that it is not a "group" with FRI, the Principal Shareholders, or their respective
affiliates within the meaning of Rule 13d‑5 under the Act and that none of them are otherwise required to attribute
to each other the beneficial ownership of the Securities held by any of them or by any persons or entities for
whom or for which FMA or the FRI affiliates provide investment management services.
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
|
|
85,260,447 |
|
|
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
|
|
6.4% |
|
|
|
|
|
|
(c) |
Number of shares as to which the person has: |
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote |
|
|
|
|
|
|
|
Franklin Mutual Advisers, LLC: |
85,260,447 |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
0 |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of |
|
|
|
|
|
|
|
Franklin Mutual Advisers, LLC: |
85,260,447 |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
0 |
|
|
|
|
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of Franklin Mutual Advisers, LLC, including investment companies registered under the
Investment Company Act of 1940 and other managed accounts, have the right to receive or power to
direct the receipt of dividends from, and the proceeds from the sale of, the Securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. 984121103 13G Page 6 of 6
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 31, 2012
Franklin Mutual Advisers, LLC
By: /s/ BRADLEY D. TAKAHASHI
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Bradley D. Takahashi
Vice President of Franklin Mutual Advisers, LLC