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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, 1995
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. [ ]
Aggregate market value of the voting stock held by non-
affiliates: approximately $1,284,297,645 as of January 31, 1996.
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 January 31, 1996: 171,429,516.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 1995 Annual Report to
Stockholders -- Part I, Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for 1996
Annual Meeting of Stockholders -- Part III.
-3-
PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys") is an information management
company that provides information services, technology, software
and customer support on a worldwide basis.
Unisys operates in the information management business
segment. Financial information concerning revenue, operating
profit and identifiable assets relevant to the segment is set
forth in Note 14, "Business segment information", of the Notes to
Consolidated Financial Statements appearing in the Unisys 1995
Annual Report to Stockholders, and such information is incorporated
herein by reference.
In 1995 Unisys sold its defense business to Loral Corporation.
In the fourth quarter of 1995, Unisys announced that it would realign
internally into three business units: information services, computer
systems and support services.
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 products and services
include enterprise systems and servers, departmental servers and
desktop systems, software, 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. 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 in the United States and
other countries, exclusively by X/Open Company, Ltd.
-4-
Information about revenue from classes of similar products
and services for the three years ended December 31, 1995,
appears under the heading "Revenue by similar classes of
products and services" appearing in the Unisys 1995 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 markets primarily through distributors.
Unisys manufactures a significant portion of its product lines.
Some products, including certain personal 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 69% in 1995) 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-
Customers
- ---------
No single customer accounts for more than 10% of Unisys
revenue. Sales of commercial products to various agencies of the
U.S. government represented 9% of total consolidated revenue in
1995.
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-sponsored research and development costs were $409.5
million in 1995, $463.6 million in 1994 and $489.3 million in
1993.
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 1996 and 1997.
Employees
- ---------
As of December 31, 1995, Unisys had approximately 37,400
employees.
-6-
International and Domestic Operations
- -------------------------------------
Financial information by geographic area is set forth in
Note 14, "Business segment information", of the Notes to
Consolidated Financial Statements appearing in the Unisys 1995
Annual Report to Stockholders, and such information is
incorporated herein by reference.
ITEM 2. PROPERTIES
- -------------------
In the United States, Unisys had 47 major facilities, each
having approximately 50,000 square feet of floor space or more,
as of December 31, 1995. The aggregate floor space of these
major facilities was approximately 8,914,041 square feet, of
which an aggregate of approximately 7,905,787 square feet was
located in the following states: California, Illinois,
Michigan, Minnesota, Pennsylvania, Utah and Virginia. Nine of
the major facilities in the United States, with an aggregate of
approximately 2,286,706 square feet of floor space, were owned by
Unisys while 38 of the major facilities in the United States,
with approximately 6,627,335 square feet of floor space, were
leased to Unisys. Of the aggregate floor space of major
facilities in the United States, approximately 7,327,846 square
feet were in current operation, approximately 1,284,510 square
feet were subleased to others and approximately 301,685 square
feet were being held in reserve or were declared surplus with
disposition efforts in progress.
Outside of the United States, Unisys had 40 major
facilities, each having approximately 50,000 square feet of
floor space or more, as of December 31, 1995. The aggregate
floor space of these major facilities was approximately
4,165,902 square feet, of which an aggregate of approximately
3,095,301 square feet was located in the following countries:
Brazil, Canada, France, Germany, the Netherlands, Switzerland and
the United Kingdom. Eight of the major facilities outside the
United States, with approximately 1,206,937 square feet of floor
space, were owned by Unisys while 32 of the major facilities
outside the United States, with approximately 2,958,965 square
feet of floor space, were leased to Unisys. Of the aggregate
floor space of major facilities outside the United States,
approximately 2,477,911 square feet were in current operation,
approximately 245,872 square feet were subleased to others and
approximately 1,442,119 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 January 31, 1996, 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 1995.
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------
Information concerning the executive officers of Unisys set
forth below is as of January 31, 1996.
Name Age Position with Unisys
---- --- --------------------
James A. Unruh 54 Chairman of the Board
and Chief Executive
Officer
Alan G. Lutz 50 Executive Vice President;
President, Computer
Systems Group
Lawrence C. Russell 57 Executive Vice President;
President, Information
Services Group
Harold S. Barron 59 Senior Vice President,
General Counsel and
Secretary
Edward A. Blechschmidt 43 Senior Vice President,
Chief Financial Officer
and Controller
-8-
Malcolm D. Coster 51 Senior Vice President,
Strategic Business
Development
Gerald A. Gagliardi 48 Senior Vice President;
President, Global Customer
Services Group
Dewaine L. Osman 61 Senior Vice President,
Information Technology and
Strategic Development, and
President, Pacific
Asia/Americas Group
David O. Aker 49 Vice President, Worldwide
Human Resources
Jack A. Blaine 51 Vice President;
President,
Latin America and
Caribbean Division
Frank G. Brandenberg 49 Vice President; Group Vice
President and General Manager,
Client/Server Systems
George R. Gazerwitz 55 Vice President;
President,
Japan Operations
Patricia L. Higgins 46 Vice President; Group Vice
President and General Manager,
Worldwide Communications
Market Sector Group
John J. Holton 62 Vice President,
Client Relations
Jack F. McHale 46 Vice President,
Investor and Corporate
Communications
-9-
Stefan C. Riesenfeld 47 Vice President and
Treasurer
William G. Rowan 53 Vice President, Finance,
Pacific Asia/Americas
Group
There are no family relationships among any of the above-
named executive officers. The Bylaws 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. Lutz has been an Executive Vice President of Unisys and
President of Unisys Computer Systems Group since 1994. He was
President of the Kassandra Group, a technology and product
consulting firm to the telecommunications industry from 1993 to
1994. From 1987 to 1993, he held numerous positions with
Northern Telecom, including President of Switching Networks and
President of Public Networks. Mr. Lutz has been an officer
since 1994.
Mr. Russell was elected an Executive Vice President of Unisys
and President of Unisys Information Services Group in November
1995. He was an officer of The First Manhattan Consulting Group,
a management consulting firm, from 1993 to 1995. He was Chairman
and Chief Executive Officer of Palaru Corporation, a printing
company, from 1990 to 1993. Mr. Russell has been an officer
since November 1995.
Mr. Barron has been Senior Vice President and General Counsel
of Unisys since 1992. In April 1994, he was also elected
Secretary. 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, Chief
Financial Officer and Controller of Unisys in January 1996. He
was President of the United States/Canada Division from January
1995 to December 1995. He was elected a Senior Vice President
of Unisys in 1994. He was a Vice President of Unisys and
President of the Pacific Asia Americas Division from 1990 to
January 1995. Mr. Blechschmidt has been an officer since 1990.
-10-
Mr. Coster has been a Senior Vice President, Strategic
Business Development since January 1996. He was elected a Senior
Vice President of Unisys and named President, Europe-Africa
Division in 1994. He was an Executive Partner of Coopers &
Lybrand responsible for the management consulting practice and
head of worldwide business development from 1986 to 1994.
Mr. Coster has been an officer since 1994.
Mr. Gagliardi was elected a Senior Vice President of Unisys
in October 1995 and named President of Global Customer Services
in June 1995. He had been Vice President, Customer Services
Worldwide since 1994 and Vice President and General Manager,
Customer Services and Support from 1991 to 1994. Mr. Gagliardi
has been an officer since 1994.
Mr. Osman was elected a Senior Vice President, Information
Technology and Strategic Development and President, Pacific
Asia/Americas Group in July 1995. He had been Vice President,
Corporate Planning and Business Development, since 1992. He was
acting Vice President, Commercial Marketing from 1993 to 1994.
Prior to 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. He was
reelected an officer in 1992.
Mr. Aker was elected Vice President of Unisys Worldwide Human
Resources in July 1995. He had been Vice President, Human
Resources, Information Services and Systems Group from 1994 to
1995. From 1990 to 1994, he was Vice President, Human Resources
and Administration of Rolls-Royce of North America and a director
of its subsidiary, Rolls-Royce Incorporated. Prior to 1990,
Mr. Aker held several Human Resources positions with Unisys.
Mr. Aker has been an officer since July 1995.
Mr. Blaine has been a Vice President of Unisys and President,
Latin America and Caribbean Division since 1995. Mr. Blaine was
Vice President and General Manager, Latin America and Caribbean
Group, of the Pacific Asia Americas Division from 1990 to 1995.
Mr. Blaine has been an officer since 1988.
Mr. Brandenberg has been a Vice President of Unisys and the
Group Vice President and General Manager, Client/Server Systems,
since 1994. He was Vice President and Deputy President of the
Computer Systems Group from 1992 to 1994; and Vice President and
General Manager of the Computer Systems Group from 1990 to 1992.
Mr. Brandenberg has been an officer since 1990.
Mr. Gazerwitz has been Vice President and President, Japan
Operations since 1994. He had been Vice President, Marketing,
of the United States Division from 1992 to 1994 and Vice
President and Group Vice President, Eastern Region, United States
Information Systems from 1990 to 1992. Mr. Gazerwitz has been an
officer since 1984.
-11-
Ms. Higgins was elected a Vice President of Unisys and
named Group Vice President and General Manager, Worldwide
Communications Market Sector Group in 1995. She was the Group
Vice President, Manhattan Market Area, and a corporate officer of
NYNEX Corporation from 1991 to December 1994. From 1977 to 1991,
Ms. Higgins held numerous positions at AT&T, including Vice
President of International Sales Operations and Service Vice
President in Business Communications Services. Ms. Higgins has
been an officer since 1995.
Mr. Holton has been a Vice President of Unisys and Vice
President, Client Relations since October 1995. He was Vice
President Strategic Account Marketing, United States/Canada
Division from 1990 to October 1995. He was Vice President,
Corporate Marketing, from 1989 to 1990. Mr. Holton has been an
officer since 1985.
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. 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 a Vice President of Unisys and Vice
President of Finance, Pacific Asia/Americas Group since 1995.
He had been Chief Information Officer from 1992 to 1995. 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.
-12-
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
payment of dividends, and restrictions on such payment is set
forth under the headings "Quarterly financial information",
"Five-year summary of selected financial data", "Common Stock
Information", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Notes 9 and 16 of the
Notes to Consolidated Financial Statements in the Unisys 1995
Annual Report to Stockholders and is incorporated herein by
reference. The approximate number of holders is based upon
record holders as of December 31, 1995.
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 "Five-year
summary of selected financial data" in the Unisys 1995 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
1995 Annual Report to Stockholders and is incorporated herein by
reference.
-13-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements of Unisys, consisting of the
consolidated balance sheet at December 31, 1995 and 1994 and the
related consolidated statements of income and cash flows for
each of the three years in the period ended December 31, 1995,
appearing in the Unisys 1995 Annual Report to Stockholders,
together with the report of Ernst & Young LLP, independent
auditors, on the financial statements at December 31, 1995 and
1994 and for each of the three years in the period ended
December 31, 1995, appearing in the Unisys 1995 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 1995
Annual Report to Stockholders, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- ------------------------------------------------------
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
Not applicable.
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 1997" and "Members of the Board of Directors
Continuing in Office -- Term Expiring in 1998" in the Unisys
Proxy Statement for the 1996 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 1996 Annual Meeting of Stockholders and is
incorporated herein by reference.
-14-
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) and Robert Day (200 Park Avenue, Suite 2200,
New York, New York 10166) have jointly filed a Schedule 13G with
the Securities and Exchange Commission dated February 12, 1996
reporting beneficial ownership of 10,354,912 shares of Unisys
Common Stock. Such shares represented approximately 6.0% of the
total outstanding shares of Unisys Common Stock as of January 31,
1996. The TCW Group, Inc. and Robert Day have jointly reported
sole voting power and sole dispositive power with respect to all
such shares. To Unisys knowledge, as of January 31, 1996, 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, 1996
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
1996 Annual Meeting of Stockholders and is incorporated herein
by reference.
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 1996 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 1995 Annual Report to
Stockholders which are incorporated herein by reference:
-15-
Annual Report
Page No.
-------------
Consolidated Balance Sheet at
December 31, 1995 and December 31, 1994...............11
Consolidated Statement of Income for each of the
three years in the period ended December 31, 1995..... 9
Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 1995.....13
Notes to Consolidated Financial Statements..............15-27
Report of Independent Auditors..........................28
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 Valuation and Qualifying Accounts................18
The financial statement schedule should be read in
conjunction with the consolidated financial statements and notes
thereto in the Unisys 1995 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 19 through 22. 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, 1995, no Current
Reports on Form 8-K were filed.
-16-
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: February 21, 1996
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 February 21, 1996.
/s/ James A. Unruh *Melvin R. Goodes
- --------------------- ---------------------
James A. Unruh Melvin R. Goodes
Chairman of the Board Director
and Chief Executive
Officer (principal
executive officer) and
Director
/s/ Edward A. Blechschmidt *Edwin A. Huston
- --------------------- ---------------------
Edward A. Blechschmidt Edwin A. Huston
Senior Vice President, Director
Chief Financial Officer
and Controller (principal
financial and accounting
officer)
*J. P. Bolduc *Kenneth A. Macke
- --------------------- ---------------------
J. P. Bolduc Kenneth A. Macke
Director Director
*James J. Duderstadt *Theodore E. Martin
- --------------------- ---------------------
James J. Duderstadt Theodore E. Martin
Director Director
-17-
*Gail D. Fosler *Robert McClements, Jr.
- --------------------- -----------------------
Gail D. Fosler Robert McClements, Jr.
Director Director
*Alan E. Schwartz
-----------------------
Alan E. Schwartz
Director
*By:/s/ Edward A. Blechschmidt
-----------------------
Edward A. Blechschmidt
Attorney-in-Fact
-18-
UNISYS CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Millions)
Additions
Balance at Charged Balance
Beginning to Costs at End
Description of Period and Expenses Deductions(a) of Period
- ------------------------------- ---------- ------------ ------------- ---------
Allowance for Doubtful Accounts
(deducted from accounts and
notes receivable):
Year Ended December 31, 1993 $101.7 $ 9.6 $(32.6) $78.7
Year Ended December 31, 1994 78.7 5.4 (9.6) 74.5
Year Ended December 31, 1995 74.5 21.0 (8.8) 86.7
(a) Write-off of bad debts less recoveries.
Note: Prior year amounts have been restated in reporting the
Defense Systems business as a discontinued operation.
-19-
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 to the registrant's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1995.
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 Executives of Unisys
Corporation, effective November 1, 1994, incorporated
by reference to Exhibit 10.2 to the registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1994.
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10.2 Deferred Compensation Plan for Directors of Unisys
Corporation, as amended and restated as of January
1, 1994, incorporated by reference to Exhibit 10.2
to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1993.
10.3 Form of Executive Employment Agreement, incorporated
by reference to Exhibit 10.1 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995.
10.4 Agreement, dated October 17, 1995, between the
registrant and Lawrence C. Russell.
10.5 Employment Agreement, dated August 10, 1994,
between the registrant and James A. Unruh,
incorporated by reference to Exhibit 10.1 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1994.
10.6 Amendment, dated as of July 28, 1995, to Employment
Agreement, dated August 10, 1994, between the
registrant and James A. Unruh, incorporated by
reference to Exhibit 10.4 to the registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995.
10.7 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.
10.8 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.
10.9 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.
10.10 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.
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10.11 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.
10.12 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.
10.13 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.
10.14 Amendment, dated May 26, 1994, to 1990 Unisys
Long-Term Incentive Plan, effective as of
February 22, 1990, incorporated by reference to
Exhibit 10.15 to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1994.
10.15 Amendment, dated May 25, 1995, to 1990 Unisys Long-
Term Incentive Plan, incorporated by reference to
Exhibit 10.2 to the registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1995.
10.16 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.
10.17 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.
10.18 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.
10.19 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.
10.20 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.
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10.21 Amendment, dated February 27, 1992, to Unisys
Corporation Elected Officers' Pension Plan,
incorporated by reference to Exhibit 10(x) to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1992.
10.22 Amendment, dated July 28, 1994, to Unisys Corporation
Elected Officer Pension Plan, effective July 28, 1994,
incorporated by reference to Exhibit 10.23 to the
registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.
10.23 Amendment, dated May 25, 1995, to Unisys Corporation
Elected Officer Pension Plan, incorporated by
reference to Exhibit 10.3 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995.
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, 1995.
21 Subsidiaries of Unisys Corporation.
23 Consent of Ernst & Young LLP.
24 Power of Attorney.
27 Financial Data Schedule.