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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended: March 31, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 1-8133



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XEROX CREDIT CORPORATION

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 06-1024525                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|100 First Stamford Place, Stamford, Connecticut                |  | 06904                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(203) 325-6600

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the Act:



|                     |  |                                          
|-------------------- |  | -----------------------------------------
|Title of Each Class  |  | Name of Each Exchange on Which Registered
|7.20% Notes due 2012 |  | New York Stock Exchange                  



Securities
registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈



Indicate by a check mark whether the Registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2).    Yes ̈No  x



Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the close of the latest practicable date.



|             |  |                                 
|------------ |  | --------------------------------
|Class        |  | Outstanding as of April 30, 2005
|Common Stock |  | 2,000                           



THE REGISTRANT MEETS THE CONDITIONS
SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.



THIS DOCUMENT CONSISTS OF 28 PAGES



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Forward - Looking Statements



From time to time we and our representatives may provide information, whether orally or in writing, including certain statements in this
Quarterly Report on Form 10-Q which are forward-looking. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us based on information currently available.



The words anticipate, believe, estimate,
expect, intend, will, should, and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events
and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated, expected or intended. We do not intend to update these forward-looking statements.



We are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors which
could cause actual results to differ materially from those contained in the forward-looking statements contained in this Quarterly Report on Form 10-Q and other public statements we make. Such factors include, but are not limited to, the following:



Our liquidity is dependent upon the liquidity of our ultimate parent, Xerox
Corporation (XC). Accordingly, certain disclosures contained herein relate to events and transactions that affect the liquidity of XC and its subsidiaries (collectively, Xerox).



In 2001, XC announced several Framework Agreements with General Electric Capital Corporation
and/or its affiliates (GE), including one under which GE would become Xeroxs primary equipment-financing provider in the U.S. Pursuant to this agreement, in October 2002, Xerox completed an eight-year agreement in the U.S. (the
Loan Agreement) under which GE became the primary equipment financing provider in the U.S., through monthly loans secured by Xeroxs new U.S. lease originations. The Loan Agreement calls for GE to provide funding in the U.S.,
through 2010, of up to $5 billion, outstanding during any time, subject to normal customer acceptance criteria and secured by portions of Xeroxs current lease receivables. The Loan Agreement also includes opportunities to increase financing
levels over time, based on Xeroxs revenue growth.



In anticipation of the
transactions described above, we stopped purchasing new contracts receivable from XC effective July 1, 2001, which has caused our existing portfolio to nearly run off. In order to increase administrative efficiencies, we intend to sell our remaining
portfolio of finance receivables to XC during the second quarter of 2005 and use the proceeds, plus amounts repaid by XC under the Master Demand Note, to satisfy certain of our debt obligations maturing in June 2005. The remaining balance of our
portfolio is expected to be approximately $45 million at the time of that sale.



The long-term viability and profitability of Xeroxs customer financing activities are dependent, in part, on Xeroxs ability to borrow and the cost of borrowing in the credit markets. This ability and cost, in turn, are dependent
on Xeroxs credit ratings. Xeroxs access to the public debt markets is expected to be limited to the non-investment grade segment, which results in higher borrowing costs, until Xeroxs credit ratings have been restored to investment
grade. Xerox is currently funding much of its customer financing activity through third-party financing arrangements, including several with GE in various geographies, cash generated from operations, cash on hand, capital markets offerings and
securitizations. There is no assurance that Xerox will be able to continue to fund its customer financing activity at present levels. Xerox continues to negotiate and implement third-party vendor financing programs and continues to actively pursue
alternative forms of financing including securitizations and secured borrowings. Xeroxs ability to continue to offer customer financing and be successful in the placement of equipment with customers is largely dependent on Xeroxs ability
to obtain funding at a reasonable cost, whether through third party financing arrangements (including securitizations and secured borrowings) or directly in the public debt market. If Xerox is unable to continue to offer customer financing, it could
materially affect its results of operations, financial condition and liquidity.



Xeroxs liquidity is a function of its ability to successfully generate cash flow from an appropriate combination of efficient operations and improvements therein, financing from third parties, access to capital markets,
securitizations and secured borrowings of Xeroxs finance receivables portfolios. With $3.3 billion of cash and cash equivalents on hand at March 31, 2005 and borrowing capacity under its 2003 Credit Facility of $700 million (less $15 million
utilized for letters of credit) and funding available through Xeroxs customer financing arrangements, Xerox



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believes its liquidity (including operating and other cash flows that it expects to generate) will be sufficient to meet operating requirements as they occur
and to satisfy all scheduled debt maturities for at least the next twelve months; however, Xeroxs ability to maintain sufficient liquidity going forward depends on its ability to generate cash from operations and access to the capital markets,
both of which are subject to general economic, financial, competitive, legislative, regulatory and other market factors that are beyond its control.



The 2003 Credit Facility contains affirmative and negative covenants including limitations on: issuance of debt and preferred stock; investments and acquisitions;
mergers; certain transactions with affiliates; creation of liens; asset transfers; hedging transactions; payment of dividends and certain other payments and intercompany loans. The 2003 Credit Facility contains financial maintenance covenants,
including minimum EBITDA, as defined, maximum leverage (total adjusted debt divided by EBITDA), annual maximum capital expenditures limits and minimum consolidated net worth, as defined. The indentures governing Xeroxs outstanding senior notes
contain similar covenants. They do not, however, contain any financial maintenance covenants, except the fixed charge coverage ratio applicable to certain types of payments. Xeroxs U.S. Loan Agreement with General Electric Capital Corporation
(GECC) (effective through 2010) relating to Xeroxs vendor financing program provides for a series of monthly secured loans up to $5 billion outstanding at any time. As of March 31, 2005, $2.4 billion was outstanding under this Loan
Agreement. The Loan Agreement, as well as similar loan agreements with GE in the U.K. and Canada, incorporates the financial maintenance covenants contained in the 2003 Credit Facility and contains other affirmative and negative covenants.



At March 31, 2005, Xerox was in full compliance with the covenants and other
provisions of the 2003 Credit Facility, the senior notes and the Loan Agreement and expects to remain in full compliance for at least the next twelve months. Any failure to be in compliance with any material provision or covenant of the 2003 Credit
Facility or the senior notes could have a material adverse effect on its liquidity, results of operations and financial condition. Failure to be in compliance with the covenants in the Loan Agreement, including the financial maintenance covenants
incorporated from the 2003 Credit Facility, would result in an event of termination under the Loan Agreement and in such case GECC would not be required to make further loans to Xerox. If GECC were to make no further loans to Xerox, and assuming a
similar facility was not established and that Xerox was unable to obtain replacement financing in the public debt markets, it would materially adversely affect Xeroxs liquidity and its ability to fund its customers purchases of Xerox
equipment and this could materially adversely affect Xeroxs results of operations. Because we are dependent upon Xerox for our liquidity and have guaranteed the obligations of Xerox under the 2003 Credit Facility, any failure by Xerox to be in
compliance with any material provision or any covenant of the 2003 Credit Facility, the senior notes or the Loan Agreement could also have a material adverse effect on our liquidity, results of operations and financial condition.



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XEROX CREDIT CORPORATION

Form 10-Q

March 31, 2005



Table of Contents



|                                                                                              |  |     
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  | Page
|Part I - Financial Information                                                                |  |     
|                                                                                              | 
|Item 1. Financial Statements (Unaudited)                                                      |  |     
|                                                                                              | 
|Condensed Consolidated Balance Sheets                                                         |  | 6   
|                                                                                              | 
|Condensed Consolidated Statements of Income                                                   |  | 7   
|                                                                                              | 
|Condensed Consolidated Statements of Cash Flows                                               |  | 8   
|                                                                                              | 
|Notes to Condensed Consolidated Financial Statements                                          |  | 9   
|                                                                                              | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  |     
|                                                                                              | 
|Results of Operations                                                                         |  | 12  
|                                                                                              | 
|Capital Resources and Liquidity                                                               |  | 12  
|                                                                                              | 
|Xerox Corporation Discussion                                                                  |  | 14  
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 19  
|                                                                                              | 
|Part II - Other Information                                                                   |  |     
|                                                                                              | 
|Item 1. Legal Proceedings                                                                     |  | 20  
|                                                                                              | 
|Item 6. Exhibits                                                                              |  | 20  
|                                                                                              | 
|Signature                                                                                     |  | 21  
|                                                                                              | 
|Exhibit(s)                                                                                    |  | 22  



|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3 (a)  |  | Articles of Incorporation of Registrant filed with the Secretary of State of Delaware on September 23, 1980, as amended by Certificates of Amendment thereto filed with the Secretary of State
of Delaware on September 12, 1980 and September 19, 1988, as further amended by Certificate of Change of Registered Agent filed with the Secretary of State of Delaware on October 7, 1986
|               | 
|               |  | Incorporated by reference to Exhibit 3(a) to Registrants Annual Report on Form 10-K for the Year ended December 31, 1999.                                                                                                                                                                                                                                                               
|               | 
|Exhibit 3 (b)  |  | By-Laws of Registrant, as amended through September 1, 1992.                                                                                                                                                                                                                                                                                                                             
|               | 
|               |  | Incorporated by reference to Exhibit 3(b) to Registrants Annual Report on Form 10-K for the Year Ended December 31, 2001.                                                                                                                                                                                                                                                               
|               | 
|Exhibit 12 (a) |  | Computation of Ratio of Earnings to Fixed Charges (Xerox Credit Corporation).                                                                                                                                                                                                                                                                                                            
|               | 
|Exhibit 12 (b) |  | Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends (Xerox Corporation).                                                                                                                                                                                                                                              



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|               |  |                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------
|Exhibit 31 (a) |  | Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.        
|               | 
|(b)            |  | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.        
|               | 
|Exhibit 32     |  | Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements



XEROX CREDIT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In Millions)



|                                                                             |  |               |       |   |                  |   |       |  
|---------------------------------------------------------------------------- |  | ------------- | ----- | - | ---------------- | - | ----- | -
|                                                                             |  | March 31,2005 |       |   | December 31,2004 |  
|ASSETS                                                                       |  |               |       |   |                  |   |       |  
|Investments:                                                                 |  |               |       |   |                  |   |       |  
|Contracts receivable                                                         |  | $             | 60    |   |                  | $ | 88    |  
|Unearned income                                                              |  |               | (3    | ) |                  |   | (4    | )
|Allowance for losses                                                         |  |               | (2    | ) |                  |   | (2    | )
|                                                                             |  |               |       |   |                  |   |       |  
|Total investments, net                                                       |  |               | 55    |   |                  |   | 82    |  
|Notes receivable - Xerox Corporation                                         |  |               | 2,360 |   |                  |   | 2,361 |  
|Other assets                                                                 |  |               | 6     |   |                  |   | 6     |  
|                                                                             |  |               |       |   |                  |   |       |  
|Total assets                                                                 |  | $             | 2,421 |   |                  | $ | 2,449 |  
|                                                                             |  |               |       |   |                  |   |       |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                         |  |               |       |   |                  |   |       |  
|Liabilities:                                                                 |  |               |       |   |                  |   |       |  
|Current portion of notes payable                                             |  | $             | 930   |   |                  | $ | 970   |  
|Notes payable after one year                                                 |  |               | 565   |   |                  |   | 576   |  
|Due to Xerox Corporation, net                                                |  |               | 20    |   |                  |   | 13    |  
|Other liabilities                                                            |  |               | 27    |   |                  |   | 24    |  
|                                                                             |  |               |       |   |                  |   |       |  
|Total liabilities                                                            |  |               | 1,542 |   |                  |   | 1,583 |  
|                                                                             |  |               |       |   |                  |   |       |  
|Shareholders Equity:                                                        |  |               |       |   |                  |   |       |  
|Common stock, no par value, 2,000 shares authorized, issued, and outstanding |  |               | 23    |   |                  |   | 23    |  
|Additional paid-in capital                                                   |  |               | 219   |   |                  |   | 219   |  
|Retained Earnings                                                            |  |               | 637   |   |                  |   | 624   |  
|                                                                             |  |               |       |   |                  |   |       |  
|Total shareholders equity                                                   |  |               | 879   |   |                  |   | 866   |  
|                                                                             |  |               |       |   |                  |   |       |  
|Total liabilities and shareholders equity                                   |  | $             | 2,421 |   |                  | $ | 2,449 |  
|                                                                             |  |               |       |   |                  |   |       |  



The accompanying notes are an integral
part of the consolidated financial statements.



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XEROX CREDIT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In Millions)



|                                    |  |                             |    |      |   |   
|----------------------------------- |  | --------------------------- | -- | ---- | - | --
|                                    |  | Three monthsEnded March 31,
|                                    |  | 2005                        |    | 2004
|Earned Income:                      |  |                             |    |      |   |   
|Contracts receivable                |  | $                           | 1  |      | $ | 6 
|Xerox note receivable               |  |                             | 35 |      |   | 22
|                                    |  |                             |    |      |   |   
|Total earned income                 |  |                             | 36 |      |   | 28
|                                    |  |                             |    |      |   |   
|Expenses:                           |  |                             |    |      |   |   
|Interest                            |  |                             | 15 |      |   | 14
|Loss on derivative instruments, net |  |                             |   |      |   | 3 
|General and administrative          |  |                             |   |      |   |  
|                                    |  |                             |    |      |   |   
|Total expenses                      |  |                             | 15 |      |   | 17
|                                    |  |                             |    |      |   |   
|Income before income taxes          |  |                             | 21 |      |   | 11
|Provision for income taxes          |  |                             | 8  |      |   | 4 
|                                    |  |                             |    |      |   |   
|Net income                          |  | $                           | 13 |      | $ | 7 
|                                    |  |                             |    |      |   |   



The accompanying notes are an integral
part of these Condensed Consolidated Financial Statements.



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XEROX CREDIT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In Millions)



|                                                                                  |  |                             |     |   |      |   |     |  
|--------------------------------------------------------------------------------- |  | --------------------------- | --- | - | ---- | - | --- | -
|                                                                                  |  | Three months EndedMarch 31, |    
|                                                                                  |  | 2005                        |     |   | 2004 |  
|Cash Flows from Operating Activities                                              |  |                             |     |   |      |   |     |  
|Net income                                                                        |  | $                           | 13  |   |      | $ | 7   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |     |   |      |   |     |  
|Loss on derivative instruments, net                                               |  |                             |    |   |      |   | 3   |  
|Net change in other assets and other liabilities                                  |  |                             | 10  |   |      |   | 4   |  
|                                                                                  |  |                             |     |   |      |   |     |  
|Net cash provided by operating activities                                         |  |                             | 23  |   |      |   | 14  |  
|                                                                                  |  |                             |     |   |      |   |     |  
|Cash Flows from Investing Activities                                              |  |                             |     |   |      |   |     |  
|Proceeds from investments                                                         |  |                             | 27  |   |      |   | 71  |  
|Proceeds from sales of contract receivables                                       |  |                             |    |   |      |   | 5   |  
|Net advances to Xerox                                                             |  |                             | (50 | ) |      |   | (90 | )
|                                                                                  |  |                             |     |   |      |   |     |  
|Net cash used in investing activities                                             |  |                             | (23 | ) |      |   | (14 | )
|                                                                                  |  |                             |     |   |      |   |     |  
|Cash Flows from Financing Activities                                              |  |                             |     |   |      |   |     |  
|Net cash used in, provided by financing activities                                |  |                             |    |   |      |   |    |  
|                                                                                  |  |                             |     |   |      |   |     |  
|Changes in cash and cash equivalents                                              |  |                             |    |   |      |   |    |  
|Cash and cash equivalents, beginning of year                                      |  |                             |    |   |      |   |    |  
|                                                                                  |  |                             |     |   |      |   |     |  
|Cash and cash equivalents, end of year                                            |  | $                           |    |   |      | $ |    |  
|                                                                                  |  |                             |     |   |      |   |     |  



The accompanying notes are an integral
part of these Condensed Consolidated Financial Statements.





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XEROX CREDIT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(1) Basis of Presentation:



The unaudited condensed consolidated interim financial statements presented herein have been
prepared by Xerox Credit Corporation (referred to below as us, we or our) in accordance with the accounting policies described in our 2004 Annual Report on Form 10-K (the 2004 Annual Report) and the interim period
reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. You should read
the unaudited condensed consolidated financial statements in conjunction with such 2004 Annual Report and the notes thereto.



In our opinion, all adjustments which are necessary for a fair presentation for the interim periods presented have been made.Interim results of operations are not
necessarily indicative of the results for the full year.



We engage in
extensive intercompany transactions with Xerox Corporation (XC) and receive most of our operational and administrative support from XC. By their nature, transactions involving related parties cannot be presumed to be carried out on the
same basis as transactions among wholly-unrelated parties.



Liquidity - Our liquidity and our ultimate ability to pay our notes in full are dependent upon the liquidity of our ultimate parent, XC (XC, together with its subsidiaries, Xerox). Accordingly, the following
disclosures address both our liquidity and that of Xerox, even though not all factors affecting Xeroxs liquidity directly affect our liquidity. Such disclosure should be read in the context in which they are provided.



Xerox manages its worldwide liquidity using internal cash management practices which are
subject to (1) the statutes, regulations and practices of each of the local jurisdictions in which Xerox operates, (2) the legal requirements of the agreements to which Xerox is party and (3) the policies and cooperation of the financial
institutions it utilizes to maintain and provide cash management services.



With $3.3 billion of cash and cash equivalents on hand at March 31, 2005 and borrowing capacity under its 2003 Credit Facility of $700 million (less $15 million utilized for letters of credit) and funding available through Xeroxs
customer financing arrangements, Xerox believes its liquidity (including operating and other cash flows that it expects to generate) will be sufficient to meet operating requirements as they occur and to satisfy all scheduled debt maturities for at
least the next twelve months. Xeroxs ability to maintain sufficient liquidity going forward depends on its ability to continue to generate cash from operations and access the financial markets, both of which are subject to general economic,
financial, competitive, legislative, regulatory and other market factors that are beyond its control.



The 2003 Credit Facility contains affirmative and negative covenants including limitations on: issuance of debt and preferred stock; investments and acquisitions; mergers; certain transactions with affiliates;
creation of liens; asset transfers; hedging transactions; payments of dividends and certain other payments and intercompany loans. The 2003 Credit Facility contains financial maintenance covenants, including minimum EBITDA, as defined, maximum
leverage (total adjusted debt divided by EBITDA), annual maximum capital expenditures limits and minimum consolidated net worth, as defined. The indentures governing our outstanding senior notes contain similar covenants. They do not, however,
contain any financial maintenance covenants, except the fixed coverage ratio applicable to certain types of payments. Xeroxs U.S. Loan Agreement with General Electric Capital Corporation (GECC) (effective through 2010) relating to
Xeroxs vendor financing program (the Loan Agreement) provides for a series of monthly secured loans up to $5 billion outstanding at any time. As of March 31, 2005, $2.4 billion was outstanding under the Loan Agreement. The Loan
Agreement, as well as similar loan agreements with GE in the U.K. and Canada, incorporates the financial maintenance covenants contained in the 2003 Credit Facility and contains other affirmative and negative covenants.



At March 31, 2005, Xerox was in full compliance with the covenants and other provisions of
the 2003 Credit Facility, the senior notes and the Loan Agreement and it expects to remain in full compliance for at least the next twelve months. Any failure to be in compliance with any material provision or covenant of the 2003 Credit Facility or
the senior notes could have a material adverse effect on Xeroxs liquidity and operations. Failure to be in compliance with the covenants in the Loan Agreement, including the financial maintenance covenants incorporated from the 2003 Credit
Facility, would result in an event of termination under the Loan



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Agreement and in such case GECC would not be required to make further loans to Xerox. If GECC were to make no further loans to Xerox and assuming a similar
facility was not established and that Xerox was unable to obtain replacement financing in the public debt markets, it would materially adversely affect Xeroxs liquidity and its ability to fund its customers purchases of Xerox equipment
and this could materially adversely affect Xeroxs results of operations. Because we are dependent upon Xerox



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XEROX CREDIT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



for our liquidity and have guaranteed the obligations of Xerox under the 2003 Credit Facility, any failure by Xerox to be in compliance with any material provision or any
covenant of the 2003 Credit Facility, the senior notes or the Loan Agreement could also have a material adverse effect on our liquidity, results of operations and financial condition.



(2) Sales of Contracts Receivable:



During 2001, XC entered into an agreement with General Electric Capital Corporation (GECC) whereby XC agreed to sell certain finance receivables in the U.S.
to a special purpose entity (SPE) of XC, against which GECC provided a series of loans. This agreement was subsequently amended as part of a new agreement entered into in October 2002, under which GECC became the primary equipment financing provider
in the U.S., through monthly securitizations of XCs new lease originations up to a maximum amount of $5.0 billion outstanding at any one time.



In connection with these agreements, during the first quarter of 2004 we sold contracts receivable to XC aggregating $5 million. There were no sales in the first quarter
of 2005. The sales to XC were accounted for as sales of contracts receivable at book value, which approximates fair value. We have no continuing involvement or retained interests in the receivables sold and all risk of loss in such receivables was
transferred back to XC.



In order to increase administrative efficiencies, we
intend to sell our remaining portfolio of finance receivables to XC during the second quarter of 2005 and use the proceeds, plus amounts repaid by XC under the Master Demand Note, to satisfy certain of our debt obligations maturing in June 2005. The
remaining balance of our portfolio is expected to be approximately $45 million at the time of that sale.



(3) Due to/from Xerox:



As of March 31,
2005 and December 31, 2004, demand loans to XC totaled $2,360 million and $2,361 million, respectively. These amounts, up to a balance of $2,750 million, bear interest at a rate equal to the sum of (i) the simple average of the H.15 Two-Year Swap
Rate and the H.15 Three-Year Swap Rate (each as defined in the Master Note between Xerox and us) plus (ii) 2.00% (200 basis points). The rates, including the 200 basis points were 6.205% and 5.455% at March 31, 2005 and December 31, 2004,
respectively. The H.15 is a Federal Reserve Board Statistical Release (published weekly) that contains daily interest rates for selected U.S. Treasury, money market and capital markets instruments. We will demand repayment of these loan amounts from
XC to the extent necessary to repay our maturing debt obligations, fund our operations or for such other purposes that we determine to be appropriate. Our demand loans made to XC are evidenced by the amended Master Demand Note with XC (the
Master Demand Note), a copy of which was filed as an exhibit to our 2004 Annual Report on Form 10-K. From time to time we receive non-interest bearing loans from Xerox. Amounts payable to Xerox of $20 million and $13 million as of March
31, 2005 and December 31, 2004, respectively, are non-interest bearing.



Intercompany cross-currency interest rate swaps with XC having net asset fair values as of March 31, 2005 and December 31, 2004 of $23 million and $75 million, respectively are netted against the demand loan balances.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Because our liquidity and our ultimate ability to pay our notes in full are dependent upon the liquidity of XC, Item 2 includes both our Managements Discussion and
Analysis of Financial Condition and Results of Operations (MD&A) and portions of XCs MD&A from its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. Each MD&A, or portion thereof, is separately presented. Certain
matters discussed in XCs MD&A will relate to events and transactions that do not affect us directly.



RESULTS OF OPERATIONS - XEROX CREDIT CORPORATION



Total earned income was $36 million and $28 million for the first quarter of 2005 and 2004, respectively. Contracts receivable income declined by $5 million for the first quarter of 2005 compared to the first quarter of 2004 reflecting the
decrease in the portfolio of contracts receivable as a result of the decision to stop purchasing new contracts from XC, our sales of receivables back to XC and contracts in the portfolio reaching maturity. Earned income on the XC Master Demand Note
was $35 million for the first quarter of 2005 and $22 million in the first quarter of 2004. This income represents amounts earned on funds we have advanced to XC under the Master Demand Note. The increase in earned income on the Master Demand Note
of $13 million is primarily due to a higher average balance in the first quarter 2005 as compared to the first quarter of 2004.



Interest expense was $15 million and $14 million for the first quarters of 2005 and 2004, respectively. The increase primarily relates to the increase in interest rates.



The mark-to-market valuation of our interest rate derivatives resulted in a
immaterial net loss for the first quarter of 2005 compared to a net loss of $3 million for the first quarter of 2004. These results reflect the net effect of the changes in the fair value of our intercompany Yen/USD cross-currency interest rate
swaps and the remeasurement of the underlying Yen denominated borrowings.



General and administrative expenses, which are primarily incurred to administer the contracts receivable purchased from XC, were immaterial for the first three months of 2005 and 2004, respectively.



The effective income tax rate for the first quarter of 2005 was 37.3 percent compared to 38
percent in the first quarter of 2004. The changes in effective tax rates reflect the changes in the applicable state tax rates.



CAPITAL RESOURCES AND LIQUIDITY - XEROX CREDIT CORPORATION



Net cash provided by operating activities was $23 million for the first quarter of 2005 compared to $14 million in the first quarter of 2004. The increase in cash provided by operating activities in the first quarter
of 2005 from the first quarter of 2004 was primarily due to the increase in net income, which reflects the increase in Xerox note receivable.



Net cash used in investing activities was $23 million in the first quarter of 2005 compared to $14 million in the first quarter of 2004. Both amounts reflect the run-off
of our contracts receivable portfolio as a result of the decision to discontinue purchasing new receivables from XC after July 1, 2001. Accordingly, net collections from investments were $27 million and $71 million in the first quarter of 2005 and
2004, respectively, as new purchases of investments ceased in the third quarter of 2001. Investing activities in the first quarter of 2004 also reflected proceeds of $5 million from the sale of receivables back to XC as described in Note 2 to the
Condensed Consolidated Financial Statements. In the first quarters of 2005 and 2004, net advances to XC of $50 million and $90 million offset contract collections and proceeds from the sale of receivables, respectively. The net advances to XC
represent transfers of net cash from operations, proceeds from contract collections and sales of receivables, offset, to the extent required, by cash for scheduled principal payments.



No cash was used in or provided by financing activities in the first quarter of 2005 and 2004, respectively.



As of March 31, 2005, we had approximately $1.5 billion of debt outstanding. We believe that
the funds collected from our existing portfolio of contracts receivable as well as amounts due under the Master Demand Note with XC will be sufficient to meet our remaining obligations as they mature.



12



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Financial Risk Management



Historically we have been exposed to market risk from changes in interest rates and foreign currency exchange rates that could affect our
results of operations and financial condition. We had historically entered into certain derivative contracts, including interest rate swap agreements and foreign currency swap agreements to manage these interest rate and foreign currency exposures.
The fair market values of all of our derivative contracts change with fluctuations in interest rates and/or currency rates, and are designed so that any change in their values is offset by changes in the values of the underlying exposures. Our
derivative instruments are held solely to hedge economic exposures; we do not enter into derivative instrument transactions for trading or other speculative purposes and we employ long-standing policies prescribing that derivative instruments are
only to be used to achieve a set of very limited objectives.



However, we
ceased purchasing new contracts receivable from XC during 2001 and our existing portfolio of contracts has nearly run-off due to amounts under the contracts having been collected or contracts having been sold back to XC. As a result, our exposures
have effectively been limited to the current balances of receivables and related debt and will further decrease over time as our remaining portfolio of receivables is collected or sold and debt is repaid. In addition, our Master Demand Note with XC
earns interest at a market rate, which further limits our exposure.



Our
primary financial exposure relates to Japanese Yen denominated debt, which we currently hedge economically through intercompany Yen/USD cross-currency interest rate swaps with XC. See Note 6 to the 2004 Annual Report for a more detailed discussion
of our remaining derivative activity.



Parent Company Disclosures



Since our liquidity is heavily dependent upon the liquidity of our
ultimate parent, XC, we are including the following excerpts from Managements Discussion and Analysis of Financial Statements and Results of Operations, including Capital Resources and Liquidity, as reported in the Xerox Corporation Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 2005.



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READERS NOTE: THE FOLLOWING DISCUSSION HAS BEEN EXCERPTED DIRECTLY FROM XEROX CORPORATIONS QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2005. DEFINED TERMS HEREIN MAY NOT NECESSARILY HAVE THE SAME MEANING AS THE SAME DEFINED TERMS HAVE IN OTHER PARTS OF THIS DOCUMENT. SUCH TERMS SHOULD BE READ IN THE NARROW CONTEXT IN WHICH THEY
ARE DEFINED IN THIS SECTION. REFERENCES TO WE, OUR, AND US REFER TO XEROX CORPORATION. ADDITIONALLY, AMOUNTS AND EXPLANATIONS CONTAINED IN THIS SECTION ARE MEANT TO GIVE THE READER ONLY A GENERAL SENSE OF
XCS OPERATIONS, CAPITAL RESOURCES AND LIQUIDITY. ACCORDINGLY, THESE EXCERPTS SHOULD BE READ IN THE CONTEXT OF THE XC CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, WHICH ARE INCLUDED IN XEROX CORPORATIONS QUARTERLY REPORT ON FORM 10-Q FOR
THE QUARTER ENDED MARCH 31, 2005 FILED SEPARATELY WITH THE SEC.



Summary



|                                                              |  |                             |       |   |      |   |       |  
|------------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                              |  | Three Months EndedMarch 31, |      
|(in millions)                                                 |  | 2005                        |       |   | 2004 |  
|Equipment sales                                               |  | $                           | 986   |   |      | $ | 982   |  
|Post sale and other revenue                                   |  |                             | 2,557 |   |      |   | 2,607 |  
|Finance income                                                |  |                             | 228   |   |      |   | 238   |  
|                                                              |  |                             |       |   |      |   |       |  
|Total Revenues                                                |  | $                           | 3,771 |   |      | $ | 3,827 |  
|                                                              |  |                             |       |   |      |   |       |  
|Reconciliation to Condensed Consolidated Statements of Income |  |                             |       |   |      |   |       |  
|Sales                                                         |  | $                           | 1,694 |   |      | $ | 1,681 |  
|Less: Supplies, paper and other sales                         |  |                             | (708  | ) |      |   | (699  | )
|                                                              |  |                             |       |   |      |   |       |  
|Equipment sales                                               |  | $                           | 986   |   |      | $ | 982   |  
|                                                              |  |                             |       |   |      |   |       |  
|Service, outsourcing & rentals                                |  | $                           | 1,849 |   |      | $ | 1,908 |  
|Add: Supplies, paper and other sales                          |  |                             | 708   |   |      |   | 699   |  
|                                                              |  |                             |       |   |      |   |       |  
|Post sale and other revenue                                   |  | $                           | 2,557 |   |      | $ | 2,607 |  
|                                                              |  |                             |       |   |      |   |       |  



Total first quarter
2005 revenues of $3.8 billiondeclined 1 percent from the 2004 first quarter including a 2-percentage point benefit from currency. Equipment sales in the first quarter 2005 were flat from the first quarter 2004 including a 2-percentage point
benefit from currency. We continued to see solid growth in lower-end office black and white products, in color and in light production, which was more than offset by declines in other monochrome office and production segments as well as declines in
Brazil. 2005 first quarter post sale and other revenue declined 2 percent from the 2004 first quarter including a 2-percentage point currency benefit. The declines from black and white products and Brazil were only partially offset by increases in
color products. Finance income declined 4 percent, including a 2-percentage point benefit from currency.



2005 first quarter net income of $210 million or $0.20 per diluted share included an after-tax gain of $58 million ($93 million pre-tax) related to
the sale of our entire equity interest in Integic Corporation (Integic), offset by after-tax restructuring charges of $55 million ($85 million pre-tax). First quarter 2004 net income of $248 million or $0.25 per diluted share included
earnings from continuing operations of $165 million or $0.17 per diluted share and an $83 million after-tax gain ($109 million pre-tax) related to the sale of our controlling interest in ContentGuard Holdings, Inc.



14



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##### Table of Contents

Capital Resources and Liquidity



Cash Flow Analysis



The following summarizes our cash flows for the three months ended March 31, 2005 and 2004 as reported in our Condensed Consolidated Statement of Cash
Flows in the accompanying Condensed Consolidated Financial Statements:



|                                                             |  |                             |       |   |      |   |       |  
|------------------------------------------------------------ |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                             |  | Three Months EndedMarch 31, |      
|(in millions)                                                |  | 2005                        |       |   | 2004 |  
|Operating Cash Flows                                         |  | $                           | 337   |   |      | $ | 243   |  
|Investing Cash Flows                                         |  |                             | 93    |   |      |   | 76    |  
|Financing Cash Usage                                         |  |                             | (324  | ) |      |   | (474  | )
|Effect of exchange rate changes on cash and cash equivalents |  |                             | (26   | ) |      |   | (24   | )
|                                                             |  |                             |       |   |      |   |       |  
|Increase (decrease) in cash and cash equivalents             |  |                             | 80    |   |      |   | (179  | )
|Cash and cash equivalents at beginning of period             |  |                             | 3,218 |   |      |   | 2,477 |  
|                                                             |  |                             |       |   |      |   |       |  
|Cash and cash equivalents at end of period                   |  | $                           | 3,298 |   |      | $ | 2,298 |  
|                                                             |  |                             |       |   |      |   |       |  



First quarter 2005
cash flows from operating activities were $337 million, an increase of $94 million over the same period in 2004. The increase primarily results from the following: lower restructuring payments of $24 million, higher accounts payable and
accrued compensation benefits of $82 million due to the increase in inventory purchases, and higher cash flows on maturing derivative contracts of $96 million. Offsetting these positive items were year over year increases in inventory and on lease
equipment of $55 million, to support our new product launches, growth in accounts receivable of $47 million and higher pension contributions of $7 million.



Cash flows from investing activities of $93 million for the first quarter 2005 included proceeds of $96 million from the sale of Integic and a $31
million release from restricted cash principally related to our secured debt arrangements. These proceeds were partially offset by capital expenditures and internal use software spending of $45 million. The first quarter 2004 cash flows of $76
million included proceeds of $67 million from the sale of businesses, primarily ContentGuard, $32 million of proceeds from the sale of certain excess land and buildings and a $33 million reduction in restricted cash balances principally related to
our secured debt arrangement. These proceeds were partially offset by capital expenditures and internal use software spending of $56 million during the first quarter 2004.



Cash usage from financing activities for the first quarter 2005 consisted of scheduled payments on term and other
debt of $112 million, net payments on secured borrowings with GE and other secured debt providers of $221 million and dividends on our Series C preferred stock of $14 million, partially offset by proceeds from stock option exercises of $14 million.
Cash usage from financing activities for the first quarter 2004 consisted of scheduled payments on term and other debt of $409 million, net payments on secured borrowings of $69 million and $25 million of dividends on our Series B and C preferred
stock, partially offset by proceeds from stock option exercises of $29 million.



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##### Table of Contents

During the quarter ended March 31, 2005, we originated loans, secured by finance receivables, generating
cash proceeds of $247 million and repaid loans, secured by finance receivables, of $468 million. As of March 31, 2005, 57 percent of total finance receivables were encumbered as compared to 59 percent at December 31, 2004. Consistent with our
objective to rebalance the ratio of secured and unsecured debt, we expect payments on secured loans will continue to exceed proceeds from new secured loans for the balance of 2005. Further, we intend to reduce our overall debt and the proportion of
secured debt in our capital structure. The following table compares finance receivables to financing-related debt as of March 31, 2005:



|                                             |  |                         |       |             |   |      
|-------------------------------------------- |  | ----------------------- | ----- | ----------- | - | -----
|(in millions)                                |  | FinanceReceivables, Net |       | SecuredDebt
|Finance Receivables Encumbered by Loans(1):  |  |                         |       |             |   |      
|GE secured loans:                            |  |                         |       |             |   |      
|GE LoansU.S.                                |  | $                       | 2,552 |             | $ | 2,354
|GE Loans  Canada                            |  |                         | 415   |             |   | 344  
|GE LoansU.K.                                |  |                         | 725   |             |   | 678  
|                                             |  |                         |       |             |   |      
|Total GE encumbered finance receivables, net |  |                         | 3,692 |             |   | 3,376
|Merrill Lynch LoanFrance                    |  |                         | 384   |             |   | 320  
|Asset-Backed Loan  France                   |  |                         | 168   |             |   | 92   
|DLL-Netherlands, Spain and Belgium           |  |                         | 429   |             |   | 371  
|                                             |  |                         |       |             |   |      
|Total encumbered finance receivables, net    |  | $                       | 4,673 |             | $ | 4,159
|                                             |  |                         |       |             |   |      
|Unencumbered finance receivables, net        |  | $                       | 3,487 |             |   |      
|                                             |  |                         |       |             |   |      
|Total Finance Receivables, net(2)            |  | $                       | 8,160 |             |   |      
|                                             |  |                         |       |             |   |      

---

|(1) | Encumbered finance receivables represent the book value of finance receivables that secure each of the indicated loans.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(2) | Includes (i) Billed portion of finance receivables, net (ii) finance receivables, net and (iii) finance receivables due after one year, net as included in the condensed consolidated
balance sheets as of March 31, 2005.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition
to the above, as of March 31, 2005, approximately $190 million of debt was secured by $325 million of accounts receivable under a three-year $400 million revolving credit facility with GE. This arrangement is being accounted for as a secured
borrowing in our Condensed Consolidated Balance Sheets.



As of
March 31, 2005, debt secured by finance receivables represented approximately 43 percent of total debt. Our debt maturities for the remainder of 2005 and 2006 by quarter, 2007, 2008 and 2009 by year and thereafter are as follows:



|               |  |      |       |      |   |       |  |      |       |      |   |            |  |   |     |  |   |      
|-------------- |  | ---- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ---------- |  | - | --- |  | - | -----
|(in millions)  |  | 2005 |       | 2006 |   | 2007  |  | 2008 |       | 2009 |   | Thereafter
|First Quarter  |  |      |       |      | $ | 273   |  |      |       |      |   |            |  |   |     |  |   |      
|Second Quarter |  | $    | 1,547 |      |   | 638   |  |      |       |      |   |            |  |   |     |  |   |      
|Third Quarter  |  |      | 480   |      |   | 232   |  |      |       |      |   |            |  |   |     |  |   |      
|Fourth Quarter |  |      | 427   |      |   | 225   |  |      |       |      |   |            |  |   |     |  |   |      
|               |  |      |       |      |   |       |  |      |       |      |   |            |  |   |     |  |   |      
|Full Year      |  | $    | 2,454 |      | $ | 1,368 |  | $    | 1,108 |      | $ | 1,019      |  | $ | 943 |  | $ | 2,731
|               |  |      |       |      |   |       |  |      |       |      |   |            |  |   |     |  |   |      



Of the debt maturities
shown in the table above, the amount that relates to debt secured by finance receivables for the years 2005, 2006, 2007, 2008, 2009 and thereafter are as follows: $1,410 million, $1,328 million, $602 million, $659 million, $28 million and $132
million, respectively.



Liquidity, Financial Flexibility and Funding Plans:



We manage our worldwide liquidity using internal cash
management practices, which are subject to (1) the statutes, regulations and practices of each of the local jurisdictions in which we operate, (2) the legal requirements of the agreements to which we are a party and (3) the policies and cooperation
of the financial institutions we utilize to maintain and provide cash management services.



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Our current credit ratings as of April 27, 2005 were as follows:



|                 |  |                       |  |          |  |                                                                                                  
|---------------- |  | --------------------- |  | -------- |  | -------------------------------------------------------------------------------------------------
|                 |  | Senior Unsecured Debt |  | Outlook  |  | Comments                                                                                         
|Moodys (1), (2) |  | Ba2                   |  | Stable   |  | The Moodys rating was upgraded from B1 in August 2004.                                          
|S&P (3), (4)     |  | BB-                   |  | Positive |  | The S&P rating on Senior Secured Debt is BB-. The outlook was upgraded to positive in April 2005.
|Fitch            |  | BB                    |  | Positive |  | The Fitch rating was upgraded to positive outlook in February 2005.                              

---

|(1) | In December 2003, Moodys assigned to Xerox a first time SGL-1 rating. This rating was affirmed in August 2004.
|--- | ---------------------------------------------------------------------------------------------------------------

|(2) | In August 2004, Moodys upgraded the long-term senior unsecured debt rating of Xerox from B1 to Ba2, a two notch upgrade. The corporate rating was upgraded to Ba1 and the
outlook is stable.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In April 2005, S&P launched a short-term speculative-grade rating scale and assigned to Xerox a first time B-1 rating.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(4) | In April 2005, S&P upgraded the long-term senior unsecured debt rating of Xerox from B+ to BB-, a one notch upgrade. The corporate rating was affirmed as BB-.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



Both our ability to obtain financing and the
related cost of borrowing are affected by our credit ratings, which are periodically reviewed by these and other rating agencies. Our current credit ratings are below investment grade and we expect our access to the public debt markets to be limited
to the non-investment grade segment until our ratings have been restored.



SummaryFinancial Flexibility and Liquidity:



With $3.3 billion of cash and cash equivalents on hand at March 31, 2005, borrowing capacity under our 2003 Credit Facility of $700 million (less $15 million utilized for letters of credit) and funding available through our secured funding
programs, we believe our liquidity (including operating and other cash flows that we expect to generate) will be sufficient to meet operating cash flow and capital expenditure requirements as they occur and to satisfy all scheduled debt maturities
for at least the next twelve months. Our ability to maintain positive liquidity going forward depends on our ability to continue to generate cash from operations and access to the financial markets, both of which are subject to general economic,
financial, competitive, legislative, regulatory and other market factors that are beyond our control. As of March 31, 2005, we have an active shelf registration statement with $1.75 billion of capacity that enables us to access the market on an
opportunistic basis and offer both debt and equity securities.



Financial
Risk Management



We are exposed to market risk from
foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate,
through the use of derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures as well as reduce earnings and cash flow volatility resulting from shifts in market rates. As permitted, certain of
these derivative contracts have been designated for hedge accounting treatment under SFAS No. 133. However, certain of these instruments do not qualify for hedge accounting treatment and, accordingly, our results of operations are exposed to some
level of volatility. The level of volatility will vary with the type and amount of derivative hedges outstanding, as well as fluctuations in the currency and interest rate market during the period.



We enter into limited types of derivative contracts, including interest rate
and cross currency interest rate swap agreements, and interest rate collars to manage interest rate exposures; foreign currency spot, forward, swap and option contracts to manage foreign currency exposures. The fair market values of all our
derivative contracts change with fluctuations in interest rates and/or currency rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held
solely as risk management tools and not for trading or speculative purposes.



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##### Table of Contents

By their nature, all derivative instruments involve, to varying degrees, elements of market and credit
risk not recognized in our financial statements. The market risk associated with these instruments resulting from currency exchange and interest rate movements is expected to offset the market risk of the underlying transactions, assets and
liabilities being hedged. We do not believe there is a significant risk of loss in the event of non-performance by derivative counterparties because these transactions are executed with a diversified group of major financial institutions. Further,
our policy is to deal with counterparties having a minimum investment-grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.



Some of our derivative and other material contracts at March 31, 2005 require us to post cash
collateral or maintain minimum cash balances in escrow. These cash amounts are reported in our Consolidated Balance Sheets within Other current assets or Other long-term assets, depending on when the cash will be contractually released.



READERS NOTE: THIS CONCLUDES THE DISCUSSION EXCERPTED DIRECTLY FROM XEROX
CORPORATIONS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2005.





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##### Table of Contents

Item 4. Controls and Procedures



|(a) | Evaluation of Disclosure Controls and Procedures
|--- | ------------------------------------------------



Under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, as of the
end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures
were effective to provide reasonable assurance that information required to be included in our Securities and Exchange Commission (SEC) reports is recorded, processed, summarized and reported within the time periods specified in SEC
rules and forms relating to Xerox Credit Corporation, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.



|(b) | Changes in Internal Controls
|--- | ----------------------------



During our 2005 first fiscal quarter, there were no changes in our internal controls over financial reporting or in other factors that have materially
affected, or are reasonably likely to materially affect, such controls.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings



None.



Item 6. Exhibits



Exhibits



|           |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                           
|---------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3  |  | (a) |  | Articles of Incorporation of Registrant filed with the Secretary of State of Delaware on September 23, 1980, as amended by Certificates of Amendment thereto filed with the Secretary of State
of Delaware on September 12, 1980 and September 19, 1988, as further amended by Certificate of Change of Registered Agent filed with the Secretary of State of Delaware on October 7, 1986.
|           |  |    
|           |  |     |  | Incorporated by reference to Exhibit 3(a) to Registrants Annual Report on Form 10-K for the Year ended December 31, 1999.                                                                                                                                                                                                                                                                
|           |  |    
|           |  | (b) |  | By-Laws of Registrant, as amended through September 1, 1992.                                                                                                                                                                                                                                                                                                                              
|           |  |    
|           |  |     |  | Incorporated by reference to Exhibit 3(b) to Registrants Annual Report on Form 10-K for the Year Ended December 31, 2001.                                                                                                                                                                                                                                                                
|           |  |    
|Exhibit 12 |  | (a) |  | Computation of Ratio of Earnings to Fixed Charges (Xerox Credit Corporation).                                                                                                                                                                                                                                                                                                             
|           |  |    
|           |  | (b) |  | Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends(Xerox Corporation).                                                                                                                                                                                                                                                
|           |  |    
|Exhibit 31 |  | (a) |  | Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                           
|           |  |    
|           |  | (b) |  | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                           
|           |  |    
|Exhibit 32 |  |     |  | Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                   



20



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |  |                          |  |                              
|------------------ |  | ------------------------ |  | -----------------------------
|                   |  | XEROX CREDIT CORPORATION
|                   |  | (Registrant)            
|                   |  |                         
|Date: May 10, 2005 |  | BY:                      |  | /s/ John F. Rivera           
|                   |  |                          |  | John F. Rivera               
|                   |  |                          |  | Vice President, Treasurer and
|                   |  |                          |  | Chief Financial Officer      



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##### Table of Contents

Exhibits



|           |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                           
|---------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3  |  | (a) |  | Articles of Incorporation of Registrant filed with the Secretary of State of Delaware on September 23, 1980, as amended by Certificates of Amendment thereto filed with the Secretary of State
of Delaware on September 12, 1980 and September 19, 1988, as further amended by Certificate of Change of Registered Agent filed with the Secretary of State of Delaware on October 7, 1986.
|           |  |    
|           |  |     |  | Incorporated by reference to Exhibit 3(a) to Registrants Annual Report on Form 10-K for the Year ended December 31, 1999.                                                                                                                                                                                                                                                                
|           |  |    
|           |  | (b) |  | By-Laws of Registrant, as amended through September 1, 1992.                                                                                                                                                                                                                                                                                                                              
|           |  |    
|           |  |     |  | Incorporated by reference to Exhibit 3(b) to Registrants Annual Report on Form 10-K for the Year Ended December 31, 2001.                                                                                                                                                                                                                                                                
|           |  |    
|Exhibit 12 |  | (a) |  | Computation of Ratio of Earnings to Fixed Charges (Xerox Credit Corporation).                                                                                                                                                                                                                                                                                                             
|           |  |    
|           |  | (b) |  | Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends(Xerox Corporation).                                                                                                                                                                                                                                                
|           |  |    
|Exhibit 31 |  | (a) |  | Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                           
|           |  |    
|           |  | (b) |  | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                           
|           |  |    
|Exhibit 32 |  |     |  | Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                   



22