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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
___ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[_X_] SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
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: 1-8729
UNISYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0387840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania 19424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(215) 986-4011
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock, par value $.01 New York Stock Exchange
Series A Cumulative Convertible
Preferred Stock, par value
$1, $3.75 annual fixed dividend New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
10.30% Credit Sensitive Notes
Due July 1, 1997 New York Stock Exchange
8 1/4% Convertible Subordinated
Notes Due 2000 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
-2-
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 check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Aggregate market value of the voting stock held by non-
affiliates: approximately $2,427,370,949 as of March 1, 1994.
The amount shown is based on the closing price of Unisys Common
Stock as reported on the New York Stock Exchange composite tape
on that date. Voting stock beneficially held by officers and
directors is not included in the computation. However, Unisys
Corporation has not determined that such individuals are
"affiliates" within the meaning of Rule 405 under the Securities
Act of 1933.
Number of shares of Unisys Common Stock, par value $.01,
outstanding as of March 1, 1994: 170,533,532.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 1993 Annual Report to
Stockholders -- Part I, Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for 1994
Annual Meeting of Stockholders -- Part III.
-3-
PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys") provides information
services, technology and software on a worldwide basis.
Unisys operates primarily in one business segment:
information management systems and related services and supplies.
This segment represents more than 90% of consolidated revenue,
operating profit and identifiable assets. Financial information
concerning revenue, operating profit and identifiable assets
relevant to the segment is set forth in Note 13, "Business
segment information", of the Notes to Consolidated Financial
Statements appearing in the Unisys 1993 Annual Report to
Stockholders, and such information is incorporated herein
by reference.
Principal executive offices of Unisys are located at
Township Line and Union Meeting Roads, Blue Bell, Pennsylvania
19424.
Principal Products and Services
- -------------------------------
Principal information management systems products and services
include enterprise systems and servers, departmental servers and
desktop systems, software, custom defense systems, information
services and systems integration and equipment maintenance.
Enterprise systems and servers comprise a complete line of
small to large processors and related communications and
peripheral products, such as printers, storage devices and
document handling processors and equipment. Departmental
servers and desktop systems include UNIX servers, workstations,
personal computers and terminals. Software consists of
application and systems software. Custom defense systems
include specialized information processing systems, software and
services marketed primarily to government defense agencies.
Information services and systems integration includes systems
integration, outsourcing services, application development,
information planning and education. Equipment maintenance
results from charges for preventive maintenance, spare parts and
other repair activities.
___________________
UNIX is a registered trademark licensed exclusively by X/Open
Company, Ltd.
-4-
Information about revenue from classes of similar products
and services for the three years ended December 31, 1993,
appears under the heading "Revenue by similar classes of
products and services" in the Unisys 1993 Annual Report to
Stockholders, and such information is incorporated herein
by reference.
Unisys markets its products and services throughout most of
the world, primarily through a direct sales force. In certain
foreign countries, Unisys products and services are marketed
primarily through distributors. Unisys manufactures a
significant portion of its product lines. Some products,
including certain personal and UNIX open system-based computers,
peripheral products, electronic components and subassemblies and
software products, are manufactured for Unisys to its design or
specifications by other business equipment manufacturers,
component manufacturers or software suppliers.
Raw Materials
- -------------
Raw materials essential to the conduct of the business are
generally readily available at competitive prices in reasonable
proximity to those plants utilizing such materials.
Patents, Trademarks and Licenses
- --------------------------------
Unisys owns many domestic and foreign patents relating to
the design and manufacture of its products, has granted licenses
under certain of its patents to others and is licensed under the
patents of others. Unisys does not believe that its business is
materially dependent upon any single patent or license or
related group thereof. Trademarks used on or in connection with
Unisys products are considered to be valuable assets of Unisys.
Backlog
- -------
Unisys does not accumulate backlog information on a
company-wide basis. Unisys believes that backlog is not a
meaningful indicator of future revenues due to the significant
portion of Unisys revenue received from software, information
services and systems integration, and equipment maintenance
(approximately 49% in 1993) and the shortening of the time
period from receipt of a purchase order to billing upon shipment
of equipment. Unisys "lead time" for commercial equipment (the
time that customers are told that it will take from receipt of
an order to shipment) is between 13 and 150 days depending upon
the type of system and location of customer. However, the
average is between 35 and 45 days. Therefore, Unisys believes
that the dollar amount of backlog is not material to an
understanding of its business taken as a whole.
-5-
U.S. Government Business
- ------------------------
Revenue and earnings connected with defense and other U.S.
governmental business are particularly subject to the size and
phasing of federal government programs in which Unisys may
participate. During 1993, revenue from sales of custom systems
and services under Federal defense and space contracts and
subcontracts represented approximately 17% of total consolidated
revenue. Sales of commercial products to the U.S. government
represented an additional 13% of total consolidated revenue.
Competition
- -----------
Unisys business is affected by rapid change in technology
in the information systems and services field and aggressive
competition from many domestic and foreign companies, including
computer hardware manufacturers, software providers and
information services companies. Unisys competes primarily on
the basis of product performance, service, technological
innovation and price. Unisys believes that its continued
investment in engineering and research and development, coupled
with its marketing capabilities, will have a favorable impact on
its competitive position.
Research and Development
- ------------------------
Unisys engineering and research and development costs were
$934.7 million in 1993, $980.7 million in 1992 and $1,147.4
million in 1991. Excluding capitalized software and hardware
support, Unisys-sponsored research and development costs were
$515.2 million in 1993, $535.9 million in 1992 and $638.9
million in 1991. Customer-sponsored research and development
costs were $231.2 million in 1993, $243.3 million in 1992, and
$286.9 million in 1991.
Environmental Matters
- ---------------------
Capital expenditures, earnings and the competitive position
of Unisys have not been materially affected by compliance with
federal, state and local laws regulating the protection of the
environment. Capital expenditures for environmental control
facilities are not expected to be material in 1994 and 1995.
Employees
- ---------
As of December 31, 1993, Unisys had approximately 49,000
employees.
-6-
International and Domestic Operations
- -------------------------------------
Financial information by geographic area is set forth in
Note 13, "Business segment information", of the Notes to
Consolidated Financial Statements appearing in the Unisys 1993
Annual Report to Stockholders, and such information is
incorporated herein by reference.
ITEM 2. PROPERTIES
- -------------------
In the United States, Unisys had 65 major facilities, each
having approximately 50,000 square feet of floor space or more,
as of December 31, 1993. The aggregate floor space of these
major facilities was approximately 13,707,028 square feet, of
which an aggregate of approximately 12,176,973 square feet was
located in the following states: California, Illinois,
Michigan, Minnesota, New Jersey, New York, Pennsylvania, Utah
and Virginia. Seventeen of the major facilities in the United
States, with an aggregate of approximately 5,488,753 square feet
of floor space, were owned by Unisys while 48 of the major
facilities in the United States, with approximately 8,218,275
square feet of floor space, were leased to Unisys. Of the
aggregate floor space of major facilities in the United States,
approximately 12,743,653 square feet were in current operation,
approximately 652,688 square feet were subleased to others and
approximately 310,687 square feet were being held in reserve
or were declared surplus with disposition efforts in progress.
Outside of the United States, Unisys had 50 major
facilities, each having approximately 50,000 square feet of
floor space or more, as of December 31, 1993. The aggregate
floor space of these major facilities was approximately
5,215,364 square feet, of which an aggregate of approximately
4,006,042 square feet was located in the following countries:
Australia, Brazil, Canada, France, Germany, Italy, Mexico, the
Netherlands, Sweden, Switzerland and the United Kingdom.
Eleven of the major facilities outside of the United States,
with approximately 1,650,474 square feet of floor space, were
owned by Unisys while 39 of the major facilities outside the
United States, with approximately 3,564,890 square feet of floor
space, were leased to Unisys. Of the aggregate floor space of
major facilities outside the United States, approximately
4,413,091 square feet were in current operation, approximately
447,393 square feet were subleased to others and approximately
354,880 square feet were being held in reserve or were declared
surplus with disposition efforts in progress.
-7-
Unisys major facilities include offices, laboratories,
manufacturing plants, warehouses and distribution and sales
centers. Unisys believes that its facilities are suitable and
adequate for current and presently projected needs. Unisys
continuously reviews its anticipated requirements for
facilities, and, on the basis thereof, will from time to time
acquire additional facilities, expand existing facilities and
dispose of existing facilities or parts thereof.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
As of March 1, 1994, Unisys has no material pending legal
proceedings reportable under the requirements of this Item 3.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders of
Unisys during the fourth quarter of 1993.
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------
Information concerning the executive officers of Unisys set
forth below is as of March 1, 1994.
Name Age Position with Unisys
---- --- --------------------
James A. Unruh 52 Chairman of the Board
and Chief Executive
Officer
Hugh J. Lynch 59 Executive Vice President;
President, Computer
Systems Group
Albert F. Zettlemoyer 59 Executive Vice President;
President, Government
Systems Group
Harold S. Barron 57 Senior Vice President and
General Counsel
Edward A. Blechschmidt 41 Senior Vice President;
President, Pacific Asia
Americas Division
Victor E. Millar 58 Senior Vice President;
President, Worldwide
Information Services
-8-
William B. Patton, Jr. 58 Senior Vice President;
President, United
States Division
George T. Robson 46 Senior Vice President and
Chief Financial Officer
Jack A. Blaine 49 Vice President;
General Manager,
Latin American and
Caribbean Group,
Pacific Asia Americas
Division
Frank G. Brandenberg 47 Vice President;
Deputy President,
Computer Systems Group
George R. Gazerwitz 53 Vice President,
Marketing, United
States Division
John J. Holton 61 Vice President, Strategic
Account Marketing,
United States Division
Deborah C. Hopkins 39 Vice President and
Controller
Clive W. Ingham 48 Vice President; Group
General Manager,
European Group,
Europe/Africa Division
Jack F. McHale 45 Vice President,
Investor and Corporate
Communications
Thomas E. McKinnon 49 Vice President,
Human Resources
James L. Murtaugh 55 Vice President,
Engineering, Computer
Systems Group
Dewaine L. Osman 59 Vice President, Corporate
Planning and Business
Development
-9-
John W. Perry 55 Vice President;
President, Financial
Line of Business,
Information Services
and Systems Group
Stefan C. Riesenfeld 45 Vice President and
Treasurer
William G. Rowan 51 Vice President,
Chief Information
Officer
Bobette Jones 65 Secretary
There are no family relationships among any of the above-
named executive officers. The By-Laws provide that the officers
of Unisys shall be elected annually by the Board of Directors
and that each officer shall hold office for a term of one year
and until a successor is elected and qualified, or until the
officer's earlier resignation or removal.
Mr. Unruh has been the Chairman of the Board and Chief
Executive Officer since 1990. He was President and Chief
Operating Officer from 1989 to 1990 and Executive Vice President
from 1986 to 1989. He has also held the position of Senior Vice
President and Chief Financial Officer. Mr. Unruh has been a
member of the Board of Directors since 1986 and has been an
officer since 1982.
Mr. Lynch has been an Executive Vice President of Unisys and
President of the Computer Systems Group since 1991. He was
Senior Vice President of the Computer Systems Product Group from
1990 to 1991. Prior to 1990, he held various sales, marketing
and engineering positions at NCR Corporation, including Vice
President and General Manager, General Purpose Systems
Division. Mr. Lynch has been an officer since 1991.
Mr. Zettlemoyer was elected an Executive Vice President of
Unisys and named President of Unisys Government Systems Group in
August 1993. He was a Senior Vice President of Unisys and
President of Paramax Systems Corporation, a subsidiary of
Unisys, from December 1992 to August 1993. He was Vice
President, Corporate Planning, from July to December 1992;
President, Electronic and Information Systems Group, of Paramax
Systems Corporation from 1991 to 1992; President, Electronic and
Information Systems Group, Defense Systems Division from 1989 to
-10-
1991; and Vice President and General Manager, Computer Systems
Division, Defense Systems Division from 1986 to 1989.
Mr. Zettlemoyer has been an officer since 1987.
Mr. Barron has been Senior Vice President and General
Counsel of Unisys since 1992. He was Vice President and General
Counsel from 1991 to 1992 and a member of the law firm Seyfarth,
Shaw, Fairweather and Geraldson from 1986 to 1991. Mr. Barron
has been an officer since 1991.
Mr. Blechschmidt was elected Senior Vice President of Unisys
in February 1994 and has been President of the Pacific Asia
Americas Division since 1990. He was Vice President from 1990
to February 1994; Vice President, Japan Operations; and
President of the Unisys Japan Limited subsidiary from 1987 to
1990. Mr. Blechschmidt has been an officer since 1990.
Mr. Millar has been a Senior Vice President of Unisys and
President of the Worldwide Information Services Group since
1992. He was Chairman of PSF Management International, a
professional services consulting organization, from 1990 to 1992
and Chairman and Chief Executive Officer of Saatchi & Saatchi
Consulting Ltd. from 1986 to 1990. Mr. Millar has been an
officer since 1992.
Mr. Patton has been a Senior Vice President of Unisys and
President of the United States Division since 1991. He was
Chairman and Chief Executive Officer of Parallan Computer, Inc.
from 1990 to 1991; a private investor from 1989 to 1990; and
President and Chief Executive Officer of MAI Basic Four from
1984 to 1989. Mr. Patton has been an officer since 1991.
Mr. Robson has been Senior Vice President and Chief
Financial Officer since 1991. He was Vice President and Chief
Financial Officer from 1990 to 1991 and Vice President and
Corporate Controller from 1987 to 1990. Mr. Robson has been an
officer since 1987.
Mr. Blaine has been Vice President and General Manager,
Latin American and Caribbean Group, of the Pacific Asia Americas
Division since 1990. He was Vice President, Human Resources, of
Unisys from 1988 to 1990. Mr. Blaine has been an officer since
1988.
Mr. Brandenberg has been a Vice President of Unisys and the
Deputy President of the Computer Systems Group since 1992. He
was Vice President and General Manager of the Computer Systems
Group from 1990 to 1992; Vice President and General Manager of
the Diversified Products Group from 1989 to 1990 and Vice
-11-
President and General Manager of the Financial Products Group
from 1985 to 1989. Mr. Brandenberg has been an officer since
1990.
Mr. Gazerwitz has been Vice President, Marketing, of the
United States Division since December 1992. He was Vice
President and Group Vice President, Eastern Region, United
States Information Systems from 1990 to 1992; and Vice President
and President, Customer Services and Support, United States
Information Systems from 1988 to 1990. Mr. Gazerwitz has been
an officer since 1984.
Mr. Holton has been Vice President, Strategic Account
Marketing, since 1990. He was Vice President, Corporate
Marketing, from 1989 to 1990. Mr. Holton has been an officer
since 1985.
Ms. Hopkins has been Vice President and Controller since
January 1993. She was Vice President, Corporate Business
Analysis from 1991 to 1993; and Director, Image Business
Development, Program Management, of the Computer Systems Product
Group from 1989 to 1991. Ms. Hopkins has been an officer since
January 1993.
Mr. Ingham has been Vice President and Group General
Manager, European Group, Europe/Africa Division since November
1993. He was Vice President, Corporate Marketing, from 1991
until November 1993; and Vice President and General Manager,
Asia Group, of the Pacific Asia Americas Division from 1989 to
1991. Mr. Ingham has been an officer since 1992.
Mr. McHale has been Vice President, Investor and Corporate
Communications, since 1989. He was Vice President, Public and
Investor Relations, from 1986 to 1989. Mr. McHale has been an
officer since 1986.
Mr. McKinnon has been Vice President, Human Resources, since
1990. He was Vice President of the Pacific Asia Americas
Division from 1989 to 1990; and Staff Vice President, Corporate
Human Resources, from 1987 to 1989. Mr. McKinnon has been an
officer since 1991.
Mr. Murtaugh has been Vice President, Engineering, of the
Computer Systems Group since 1991. He was Vice President and
General Manager, Information Networking Group, Computer Systems
Product Group from 1990 to 1991; and Vice President, General
Systems Group, Corporate Systems Group from 1988 to 1990. Mr.
Murtaugh has been an officer since 1989.
-12-
Mr. Osman has been Vice President, Corporate Planning and
Business Development, since 1992 and acting Vice President,
Commercial Marketing since November 1993. Prior to October
1992, he had been President of Ascom Timeplex, Inc. (formerly
Timeplex, Inc., the communications networking subsidiary of
Unisys) since its divestiture by Unisys in 1991. From 1986 to
1991, Mr. Osman was an officer of Unisys, serving as President
of the Communications and Networks Group and as President of
Timeplex, Inc. from 1989 to 1991; Executive Vice President of
the United States Information Systems Division from January to
June 1989 and President of the Communications and Airlines
Division from 1986 to 1989. He was reelected an officer in
1992.
Mr. Perry has been a Vice President of Unisys since 1990 and
President, Financial Line of Business, Information Services and
Systems Group since August 1993. He was Vice President and
General Manager of Unisys Limited, the United Kingdom subsidiary
of Unisys, from 1986 to August 1993. Mr. Perry has been an
officer since 1990.
Mr. Riesenfeld has been Vice President and Treasurer since
1989. He was Vice President, Corporate Development, from 1986
to 1989. Mr. Riesenfeld has been an officer since 1988.
Mr. Rowan has been Vice President, Chief Information
Officer since 1992. He was Vice President and Controller from
1991 to 1992; Vice President, Business Operations, from February
to April 1991; and Vice President, Finance, of the Pacific
Asia Americas Division from 1986 to 1991. Mr. Rowan has been an
officer since 1991.
Ms. Jones has been Secretary since 1990. She was Acting
Corporate Secretary and Staff Vice President, Administrative
Information, from June to October 1990; and Assistant
Secretary, Associate General Counsel and Staff Vice President,
Administrative Information, from 1987 to 1990. Ms. Jones has
been an officer since 1990.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
- -------------------------------------------------------------
STOCKHOLDER MATTERS
- -------------------
Information as to the markets for Unisys Common Stock, the
high and low sales prices for Unisys Common Stock, the
approximate number of record holders of Unisys Common Stock, the
-13-
payment of dividends, and restrictions on such payment is set
forth under the headings "Quarterly financial information",
"Selected financial data", "Common Stock Information",
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Notes 10 and 15 of the Notes to
Consolidated Financial Statements in the Unisys 1993 Annual
Report to Stockholders and is incorporated herein by reference.
The approximate number of holders is based upon record holders
as of December 31, 1993.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
A summary of selected financial data for Unisys for each of
the last five years is set forth under the heading "Selected
financial data" in the Unisys 1993 Annual Report to Stockholders
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Management's discussion and analysis of financial condition,
changes in financial condition and results of operations is set
forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Unisys
1993 Annual Report to Stockholders and is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements of Unisys, consisting of the
consolidated balance sheet at December 31, 1993 and 1992 and the
related consolidated statements of income and cash flows for
each of the three years in the period ended December 31, 1993,
appearing in the Unisys 1993 Annual Report to Stockholders,
together with the report of Ernst & Young, independent auditors,
on the financial statements at December 31, 1993 and 1992 and
for each of the three years ended December 31, 1993, 1992,
and 1991, appearing in the Unisys 1993 Annual Report to
Stockholders, are incorporated herein by reference. Supplementary
financial data, consisting of information appearing under the
heading "Quarterly financial information" in the Unisys 1993
Annual Report to Stockholders, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- ------------------------------------------------------
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
Not applicable.
-14-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
(a) Identification of Directors. Information concerning
the directors of Unisys Corporation is set forth under the
headings "Nominees for Election to the Board of Directors",
"Members of the Board of Directors Continuing in Office -- Term
Expiring in 1995" and "Members of the Board of Directors
Continuing in Office -- Term Expiring in 1996" in the Unisys
Proxy Statement for the 1994 Annual Meeting of Stockholders
and is incorporated herein by reference.
(b) Identification of Executive Officers. Information
concerning executive officers of Unisys Corporation is set forth
under the caption "EXECUTIVE OFFICERS OF THE REGISTRANT" in
Part I, Item 10, of this report.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
Information concerning executive compensation is set forth
under the heading "EXECUTIVE COMPENSATION" in the Unisys Proxy
Statement for the 1994 Annual Meeting of Stockholders and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
- -------------------------------------------------
OWNERS AND MANAGEMENT
---------------------
(a) Security Ownership of Certain Beneficial Owners. The
TCW Group, Inc. (865 South Figueroa Street, Los Angeles,
California 90017) has filed a Schedule 13G with the Securities
and Exchange Commission dated February 6, 1994 reporting
beneficial ownership of 12,692,350 shares of Unisys Common
Stock. Such shares represented approximately 7.4% of the total
outstanding shares of Unisys Common Stock as of March 1, 1994.
The TCW Group, Inc. has reported sole voting power and sole
dispositive power with respect to all such shares. To Unisys
knowledge, as of March 1, 1994, no other person was the
beneficial owner of more than 5% of the total outstanding shares
of Unisys Common Stock.
(b) Security Ownership of Management. Certain information
furnished by members of management with respect to shares of
Unisys equity securities beneficially owned as of March 1, 1994
by all directors individually, by certain named officers and by
all directors and officers of Unisys as a group is set forth
under the heading "SECURITY OWNERSHIP BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" in the Unisys Proxy Statement for the
1994 Annual Meeting of Stockholders and is incorporated herein
by reference.
-15-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
Information concerning certain relationships and
transactions between Unisys and members of its management is set
forth under the headings "EXECUTIVE COMPENSATION" and "REPORT OF
THE COMPENSATION AND ORGANIZATION COMMITTEE -- Compensation
Committee Interlocks and Insider Participation" in the Unisys
Proxy Statement for the 1994 Annual Meeting of Stockholders
and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
- -------------------------------------------------------------
ON FORM 8-K
-----------
(a) The following documents are filed as part of this report:
1. Financial Statements from the Unisys 1993 Annual Report to
Stockholders which are incorporated herein by reference:
Annual Report
Page No.
Consolidated Balance Sheet at -------------
December 31, 1993 and December 31, 1992...............25
Consolidated Statement of Income for each of the
three years in the period ended December 31, 1993.....23
Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 1993.....27
Notes to Consolidated Financial Statements..............30-41
Report of Independent Auditors..........................43
2. Financial Statement Schedules filed as part of this report
pursuant to Item 8 of this report:
Schedule Form 10-K
Number Page No.
- -------- ---------
II Amounts Receivable from Related Parties
and Underwriters, Promoters and
Employees Other than Related Parties.............19
VIII Valuation and Qualifying Accounts................22
IX Short-Term Borrowings............................23
-16-
The financial statement schedules should be read in
conjunction with the consolidated financial statements and notes
thereto in the Unisys 1993 Annual Report to Stockholders.
Financial statement schedules not included with this report have
been omitted because they are not applicable or the required
information is shown in the consolidated financial statements or
notes thereto.
Separate financial statements of subsidiaries not
consolidated with Unisys and entities in which Unisys has a
fifty percent or less ownership interest have been omitted since
these operations do not meet any of the conditions set forth in
Rule 3-09 of Regulation S-X.
3. Exhibits. Those exhibits required to be filed by Item 601
of Regulation S-K are listed in the Exhibit Index included in
this report at pages 24 through 27. Management contracts and
compensatory plans and arrangements are listed as Exhibits 10.1
through 10.24.
(b) Reports on Form 8-K.
During the quarter ended December 31, 1993, no Current
Reports on Form 8-K were filed.
-17-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
UNISYS CORPORATION
By: /s/ James A. Unruh
---------------------------
James A. Unruh
Chairman of the Board
and Chief Executive Officer
Date: March 28, 1994
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on March 28, 1994.
/s/ James A. Unruh *Gail D. Fosler
- --------------------- ---------------------
James A. Unruh Gail D. Fosler
Chairman of the Board Director
and Chief Executive
Officer (principal
executive officer) and
Director
/s/ George T. Robson *Melvin R. Goodes
- --------------------- ---------------------
George T. Robson Melvin R. Goodes
Senior Vice President and Director
Chief Financial Officer
(principal financial
officer)
/s/ Deborah C. Hopkins *Edwin A. Huston
- --------------------- ---------------------
Deborah C. Hopkins Edwin A. Huston
Vice President and Director
Controller (principal
accounting officer)
*J. P. Bolduc *Kenneth A. Macke
- --------------------- ---------------------
J. P. Bolduc Kenneth A. Macke
Director Director
-18-
*James J. Duderstadt *Robert McClements, Jr.
- --------------------- -----------------------
James J. Duderstadt Robert McClements, Jr.
Director Director
*William G. Milliken *Donald V. Seibert
- --------------------- -----------------------
William G. Milliken Donald V. Seibert
Director Director
*Alan E. Schwartz
- ---------------------
Alan E. Schwartz
Director
*By:/s/ George T. Robson
-----------------------
George T. Robson
Attorney-in-Fact
-19-
SCHEDULE II
UNISYS CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
Balance
Principal Deductions 12/31/93
Name of Balance at and Interest Amounts Amounts Not
Debtor 1/1/93 Additions Collected Forgiven Current Current
- -------------------------------------------------------------------------------------------
R. Braun $248,000 $ 35,000 $213,000
G. R. Gazerwitz 260,000 260,000
J. F. McHale 127,500 127,500
J. A. Unruh 620,000 125,000 495,000
Notes:
In August 1993, Mr. Braun's employment was terminated. In accordance with his
employment agreement the repayment period on his interest-free home mortgage loan has
been extended until the first to occur of the following: (i) the fifth anniversary
of date of termination; (ii) the date on which the home is sold; or (iii) the date
on which the home is leased.
The above loans are to be paid upon the earliest of 20 years from the beginning of
loan periods, 15 days after sale of residence acquired with proceeds of the loans or
six months after termination of employement. Loans are without interest. Loans are
secured by mortgage on said residence.
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SCHEDULE II
UNISYS CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
Principal Deductions 12/31/92
Name of Balance at and Interest Amounts Amounts Not
Debtor 1/1/92 Additions Collected Forgiven Current Current
- -------------------------------------------------------------------------------------------
M. A. Belsky $253,750 $253,750 -0-
R. Braun 248,000 $248,000
G. R. Gazerwitz 260,000 260,000
C. W. Ingham 125,000 125,000 -0-
K. Latimer 140,000
J. F. McHale 127,500 127,500
J. Petersen 370,000 340,356 $29,644 -0-
I. Roth 500,000
J. A. Unruh 620,000 620,000
The individual is no longer employed by the Company. During 1993, $100,000 of the
principal balance was paid to the Company and $40,000 was forgiven.
Loan is to be paid upon earliest of 20 years from beginning of loan period, 15 days
after sale of residence to be acquired with proceeds of the loan, six months after
termination of employment, or 120 days after the residence ceases to be the principal
personal residence. Loan is without interest, but is a "shared appreciation"
agreement, with the Company's share of appreciation limited to the equivalent of 12%
interest per annum. The Company also agrees to assume the risk of depreciation in the
market value of the real estate. The individual is no longer employed by the Company
and the loan has not been paid in accordance with its terms. The Company is currently
in negotiation with the individual concerning repayment of said loan.
-21-
SCHEDULE II
UNISYS CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
Principal Deductions 12/31/91
Name of Balance at and Interest Amounts Amounts Not
Debtor 1/1/91 Additions Collected Forgiven Current Current
- -------------------------------------------------------------------------------------------
H. B. Amell $135,000 $135,000 -0-
M. A. Belsky 253,750 $ 253,750
R. Braun 248,000 $248,000
H. L. Caswell 230,000 230,000 -0-
G. R. Gazerwitz 260,000 260,000
C. A. Hessler 160,800 160,800 -0-
C. W. Ingham -0- $125,000 125,000
K. Latimer 140,000 140,000
J. P. Lerman 150,000 150,000 -0-
J. F. McHale 127,500 127,500
L. McMannon 310,000 310,000 -0-
J. Petersen 370,000 370,000
I. Roth 500,000 500,000
J. A. Unruh 620,000 620,000
R. B. Williams 224,500 224,500 -0-
-22-
SCHEDULE VIII
UNISYS CORPORATION
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(Millions)
Additions
Balance at Charged Balance
Beginning to Costs at End
Description of Period and Expenses Deductions of Period
- ----------------------------------------------------------------------------------------
Allowance for Doubtful Accounts
(deducted from accounts and
notes receivable):
Year Ended December 31, 1991 $152.8 $34.1 $(63.4) $123.5
Year Ended December 31, 1992 $123.5 $32.5 $(32.2) $123.8
Year Ended December 31, 1993 $123.8 $ 9.6 $(36.1) $ 97.3
Write-off of bad debts less recoveries.
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SCHEDULE IX
UNISYS CORPORATION
SCHEDULE IX - SHORT-TERM BORROWINGS
($ in Millions)
Maximum Average Weighted
Weighted Amount Amount Average
Category of Balance Average Outstanding Outstanding Interest
Year Ended Aggregate Short- at End Interest During During Rate During
December 31 Term Borrowings of Period Rate the Period the Period the Period
- -------------------------------------------------------------------------------------------------
1991 Notes Payable $277.4 13.9% $ 791.3 $ 437.2 15.8%
1992 Notes Payable $ 53.2 12.4% $1,406.7 $1,052.7 7.6%
1993 Notes Payable $ 6.0 10.4% $ 130.1 $ 55.2 10.8%
Bank borrowings in 1991, supported by the revolving credit agreements,
were classified as long-term debt on the basis of the Company's intention
to maintain the supporting agreements, and were therefore not included in
the above amounts.
Average amount outstanding during the period is the average of month end
borrowings.
Average interest rate during the period is determined by dividing actual
interest accrued by average amount outstanding during the period.
-24-
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Restated Certificate of Incorporation of Unisys
Corporation, incorporated by reference to Exhibit
3(a) to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1992.
3.2 By-Laws of Unisys Corporation, incorporated by
reference to Exhibit 3(b) to the registrant's Annual
Report on Form 10-K for the year ended December 31,
1992.
4.1 Agreement to furnish to the Commission on request a
copy of any instrument defining the rights of the
holders of long-term debt which authorizes a total
amount of debt not exceeding 10% of the total assets
of the registrant, incorporated by reference to
Exhibit 4 to the registrant's Annual Report on Form
10-K for the year ended December 31, 1982 (File No.
1-145).
4.2 Form of Rights Agreement dated as of March 7, 1986
between Burroughs Corporation and Harris Trust
Company of New York, as Rights Agent, which includes
as Exhibit A, the Certificate of Designations for
the Junior Participating Preferred Stock, and as
Exhibit B, the Form of Rights Certificate,
incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-A,
dated March 11, 1986.
4.3 Second Rights Agreement, dated as of June 28, 1990,
by and between registrant and Mitsui & Co., Ltd. and
joined by Harris Trust Company of New York,
incorporated by reference to Exhibit 4.4 to the
registrant's Current Report on Form 8-K dated
June 28, 1990.
4.4 Purchase Agreement, dated as of June 25, 1990,
between the registrant and Mitsui & Co., Ltd.,
incorporated by reference to Exhibit 4.3 to the
registrant's Current Report on Form 8-K dated
June 28, 1990.
10.1 Deferred Compensation Plan for Officers of Unisys
Corporation, as amended and restated as of January
1, 1994.
-25-
10.2 Deferred Compensation Plan for Directors of Unisys
Corporation, as amended and restated as of January
1, 1994.
10.3 Unisys Worldwide Information Services Long Term
Incentive Plan effective as of January 1, 1993.
10.4 Form of Executive Employment Agreement, incorporated
by reference to Exhibit 10(a) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1985.
10.5 Form of Executive Employment Agreement, incorporated
by reference to Exhibit 10.1 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1987.
10.6 Employment Agreement, dated August 6, 1991, between
the registrant and Reto Braun, incorporated by
reference to Exhibit 10(c) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991.
10.7 Employment Agreement, dated December 20, 1991,
between the registrant and James A. Unruh,
incorporated by reference to Exhibit 10(e) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.8 Form of Retention Agreement for Key Executives,
incorporated by reference to Exhibit 10(f) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.9 Form of Retention Agreement for Key Executives,
incorporated by reference to Exhibit 10(g) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.10 Stock Unit Plan for Directors of Unisys Corporation,
as amended and restated as of September 23, 1993,
incorporated by reference to Exhibit 10 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1993.
-26-
10.11 Summary of supplemental executive benefits provided
to officers of Unisys Corporation, incorporated by
reference to Exhibit 10(k) of the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992.
10.12 Unisys Executive Annual Variable Compensation Plan,
incorporated by reference to Exhibit A to the
registrant's Proxy Statement, dated March 23, 1993,
for its 1993 Annual Meeting of Stockholders.
10.13 1982 Unisys Long-Term Incentive Plan, as amended and
restated through September 1, 1989, incorporated by
reference to Exhibit 10(p) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1990.
10.14 Amendment, dated December 11, 1989, to the 1982
Unisys Long-Term Incentive Plan, incorporated by
reference to Exhibit 10(o) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1989.
10.15 Amendment, dated July 25, 1990, to 1982 Unisys Long-
Term Incentive Plan, incorporated by reference to
Exhibit 10(r) to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1990.
10.16 1990 Unisys Long-Term Incentive Plan, effective as
of January 1, 1990 incorporated by reference to
Exhibit A to the registrant's Proxy Statement, dated
March 20, 1990, for its 1990 Annual Meeting of
Stockholders.
10.17 Sperry Corporation Pension Plan for Outside
Directors of the Board of Directors, as amended,
incorporated by reference to Exhibit 10-J to the
Annual Report of Sperry Corporation on Form 10-K for
the fiscal year ended March 31, 1984 (File No. 1-
3908).
10.18 Form of Loan Agreement including Note used for
bridge loans to executive officers purchasing
residences, incorporated by reference to Exhibit
10(kk) to the registrant's Annual Report on Form 10-
K for the year ended December 31, 1986.
-27-
10.19 Form of Loan Agreement including Note used for term
loans to executive officers purchasing residences,
incorporated by reference to Exhibit 10(ll) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1986.
10.20 Unisys Corporation Officers' Car Allowance Program,
effective as of July 1, 1991, incorporated by
reference to Exhibit 10(hh) to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991.
10.21 Form of Indemnification Agreement between Unisys
Corporation and each of its Directors, incorporated
by reference to Exhibit B to the registrant's Proxy
Statement, dated March 22, 1988, for the 1988 Annual
Meeting of Stockholders.
10.22 Unisys Corporation Elected Officer Pension Plan,
effective June 1, 1988, incorporated by reference to
Exhibit 10(zz) to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1988.
10.23 Amendment, dated February 27, 1992, to Unisys
Corporation Elected Officers' Pension Plan,
incorporated by reference to the registrant's Annual
Report on Form 10-K for the year ended December 31,
1992.
10.24 Unisys Corporation Supplemental Executive Retirement
Income Plan, as amended and restated effective
April 1, 1988, incorporated by reference to Exhibit
10(aaa) to the registrant's Annual Report on Form
10-K for the year ended December 31, 1988.
11 Computation of earnings per share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 Portions of the Annual Report to Stockholders of the
registrant for the year ended December 31, 1993.
21 Subsidiaries of Unisys Corporation.
23 Consent of Ernst & Young.
24 Power of Attorney.