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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, 1997
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
8 1/4% Convertible Subordinated
Notes Due 2006 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 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 $4,460,293,194 as of February 27, 1998.
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 February 27, 1998: 250,475,169.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 1997 Annual Report to
Stockholders -- Part I, Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for 1998
Annual Meeting of Stockholders -- Part III.
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PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys") is a major supplier of information
services and solutions on a worldwide basis. Through its three business
units, Information Services, Computer Systems, and Global Customer Services,
Unisys provides systems and solutions designed to enhance the productivity,
competitiveness and responsiveness of its clients.
Unisys operates primarily in one business segment - information services
and systems. Financial information concerning revenue, operating profit and
identifiable assets relevant to the segment is set forth in Note 15, "Business
segment information," of the Notes to Consolidated Financial Statements
appearing in the Unisys 1997 Annual Report to Stockholders, and such
information is incorporated herein by reference.
The principal executive offices of Unisys are located at Township Line
and Union Meeting Roads, Blue Bell, Pennsylvania 19424.
PRINCIPAL PRODUCTS AND SERVICES
- -------------------------------
Information Services provides information solutions and services to help
clients apply technology to improve the performance of their business-critical
systems. Its major service lines are systems integration, outsourcing,
industry-specific software solutions for select markets, document imaging, year
2000 services and Microsoft Windows NT application services.
Computer Systems provides computer hardware and software products that
are the basis of enterprise-class information systems. Its major product
lines are enterprise-class servers, network servers, desktop and mobile
systems, system software and middleware, data and voice communications and
information storage solutions.
Global Customer Services provides services and products to help clients
manage, maintain and support their distributed network, desktop, and mobile
computing assets. Its major service/product lines are local- and wide-area
network integration, remote network management, life-cycle desktop support
services, network and desktop consulting, multivendor hardware/software
maintenance, computer supplies and traditional hardware/software maintenance.
Information about revenue by business unit for the three years ended
December 31, 1997, appears under the heading "Customer revenue by business
unit" appearing in the Unisys 1997 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 direct sales forces. 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
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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
- -------
During 1997, the Company began, for the first time, to gather the
information necessary to report its backlog of unfilled orders. At
December 31, 1997, this backlog was approximately $3.6 billion ($2.9 billion
in services and $.7 billion in computer equipment). Unfunded U.S. government
orders are not included in the December 31, 1997 backlog amounts. Of the
total, approximately 65% is expected to be filled in 1998. Comparable prior
year numbers do not exist.
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
12% of total consolidated revenue in 1997.
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.
-5-
RESEARCH AND DEVELOPMENT
- ------------------------
Unisys-sponsored research and development costs were $302.3 million in
1997, $342.9 million in 1996 and $404.5 million in 1995.
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 1998 and
1999.
EMPLOYEES
- ---------
As of December 31, 1997, Unisys had approximately 32,600 employees.
INTERNATIONAL AND DOMESTIC OPERATIONS
- -------------------------------------
Financial information by geographic area is set forth in Note 15,
"Business segment information," of the Notes to Consolidated Financial
Statements appearing in the Unisys 1997 Annual Report to Stockholders, and
such information is incorporated herein by reference.
YEAR 2000
- ---------
Many computer systems will experience problems handling dates beyond the
year 1999 and therefore need to be modified prior to the year 2000 in order
to remain functional. The Company has been taking actions to ensure both the
internal readiness of its computer systems and the compliance of computer
products and software for sale by it to customers for handling dates beginning
in the year 2000. The Company does not believe that the cost of these actions
will have a material adverse effect on the Company's results of operations or
financial condition. However, future results may be adversely affected by a
delay in, or increased costs associated with, the implementation of these
actions, or by the Company's inability to implement them.
Unisys is also assessing the possible effects on its operations of the
year 2000 readiness of its key suppliers and subcontractors. The potential
impact and related costs of the failure of these entities to address year 2000
in the products they supply the Company are not known at this time.
ITEM 2. PROPERTIES
- -------------------
As of December 31, 1997, Unisys had 37 major facilities in the United
States with an aggregate floor space of approximately 7.2 million square feet,
located primarily in California, Illinois, Michigan, Minnesota, Pennsylvania,
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Utah and Virginia. Eight of these facilities, with an aggregate of
approximately 1.9 million square feet of floor space, were owned by Unisys
while 29 of these facilities, with approximately 5.3 million square feet of
floor space, were leased to Unisys. Of the aggregate floor space of major
facilities in the United States, approximately 5.7 million square feet were in
current operation, approximately .9 million square feet were subleased to
others and approximately .6 million square feet were being held in reserve or
were declared surplus with disposition efforts in progress.
As of December 31, 1997, Unisys had 34 major facilities outside the
United States with an aggregate floor space of approximately 3.5 million
square feet, located primarily in Brazil, Canada, France, Germany, South
Africa, Switzerland and the United Kingdom. Eight of these facilities, with
approximately 1.1 million square feet of floor space, were owned by Unisys
while 26 of these facilities, with approximately 2.4 million square feet
of floor space, were leased to Unisys. Of the aggregate floor space of major
facilities outside the United States, approximately 2.7 million square feet
were in current operation, approximately .3 million square feet were subleased
to others and approximately .5 million square feet were being held in reserve
or were declared surplus with disposition efforts in progress.
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, 1998, Unisys had 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 1997.
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ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------
Information concerning the executive officers of Unisys set forth below
is as of March 1, 1998.
NAME AGE POSITION WITH UNISYS
---- --- --------------------
Lawrence A. Weinbach 58 Chairman of the Board, President
and Chief Executive Officer
Gerald A. Gagliardi 50 Executive Vice President;
President, Unisys Global
Customer Services
George R. Gazerwitz 57 Executive Vice President;
President, Unisys Computer
Systems
Lawrence C. Russell 59 Executive Vice President;
President, Unisys Information
Services
David O. Aker 51 Senior Vice President,
Worldwide Human Resources
Harold S. Barron 61 Senior Vice President,
General Counsel and
Secretary
Jack A. Blaine 53 Senior Vice President;
President,
Pacific Asia Americas
Robert H. Brust 54 Senior Vice President and
Chief Financial Officer
Dewaine L. Osman 63 Senior Vice President,
Strategic Development
Janet Brutschea Haugen 39 Vice President and
Controller
James F. McGuirk II 54 Vice President; President
Federal Systems
Jack F. McHale 49 Vice President,
Investor Relations
Angus F. Smith 56 Vice President and Treasurer
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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. Weinbach has been the Chairman of the Board, President and Chief
Executive Officer of Unisys since September 1997. Prior to that time, he
held the position of managing partner-chief executive of Andersen Worldwide
(Arthur Andersen and Andersen Consulting), a global professional services
organization. He had been with Andersen Worldwide since 1961.
Mr. Gagliardi was elected an Executive Vice President of Unisys in 1996.
He had been a Senior Vice President of Unisys and President of Unisys Global
Customer Services since 1995. He held the positions of Vice President,
Customer Services Worldwide from 1994 to 1995 and Vice President and General
Manager, Customer Services and Support from 1991 to 1994. Mr. Gagliardi has
been an officer since 1994.
Mr. Gazerwitz was elected an Executive Vice President of Unisys and
President of Unisys Computer Systems in 1996. He had been a Vice President
of Unisys and Executive Vice President of Nihon Unisys Limited from 1994 to
October 1996 and Vice President, Marketing, of the United States Division from
1992 to 1994. Mr. Gazerwitz has been an officer since 1984.
Mr. Russell was elected an Executive Vice President of Unisys and
President of Unisys Information Services in 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
1995.
Mr. Aker was elected Senior Vice President of Unisys Worldwide Human
Resources in February 1997. He had been Vice President of Unisys Worldwide
Human Resources since 1995 and Vice President, Human Resources, Information
Services and Systems Group from 1994 to 1995. From 1991 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. Mr. Aker has been
an officer since 1995.
Mr. Barron was elected Vice President and General Counsel of Unisys in
1991. In 1993, he was elected Senior Vice President and in 1994, he was
also elected Secretary. Mr. Barron has been an officer since 1991.
Mr. Blaine has been a Senior Vice President of Unisys and President of
Unisys Pacific Asia Americas since 1996. He was a Vice President of Unisys
and President of the Latin America and Caribbean Division from 1995 to 1996.
From 1990 to 1995, Mr. Blaine was Vice President of Unisys and General Manager
of the Latin America and Caribbean Group of the Pacific Asia Americas
Division. Mr. Blaine has been an officer since 1988.
-9-
Mr. Brust was elected Senior Vice President and Chief Financial Officer
of Unisys in February 1997. Prior to that time he held the position of Vice
President of Finance at G. E. Plastics, a unit of General Electric Company.
He had been with General Electric Company since 1965. Mr. Brust has been an
officer since 1997.
Mr. Osman has been Senior Vice President, Strategic Development, since
October 1997. From August 1996 to October 1997,he served as Senior Vice
President, Information Technology and Strategic Development. He also served
as President of Worldwide Sales and Marketing from July 1995 to January 1996
and as President of the Pacific Asia Americas Group from July 1995 to
July 1996. He was Vice President, Corporate Planning and Business Development,
from 1992 to 1995 and Vice President, Commercial Marketing, from 1993 to 1994.
Mr. Osman was an officer from 1986 to 1991 and was reelected in 1992.
Ms. Haugen was elected Vice President and Controller of Unisys in 1996.
Prior to that time, she held the position of audit partner at Ernst & Young LLP.
She had been with Ernst & Young LLP since 1980. Ms. Haugen has been an officer
since 1996.
Mr. McGuirk was elected a Vice President of Unisys in 1996 and has been
President, Federal Systems since 1992. Mr. McGuirk has been an officer since
1996.
Mr. McHale has been Vice President, Investor Relations, since May 1997.
From 1989 to May 1997, he was Vice President, Investor and Corporate
Communications. Mr. McHale has been an officer since 1986.
Mr. Smith has been Vice President and Treasurer since June 1997. Prior
to that time, he held the position of Treasurer of Rohm and Haas Company since
1980. He had been with Rohm and Haas Company since 1967. Mr. Smith has been
an officer since 1997.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
----------------------------------------------------------------
Unisys Common Stock (trading symbol "UIS") is listed for trading on the New
York Stock Exchange and on exchanges in Amsterdam, Antwerp, Basel, Brussels,
Geneva, Lausanne, London and Zurich. Information on the high and low sales
prices for Unisys Common Stock is set forth under the heading "Quarterly
financial information" in the Unisys 1997 Annual Report to Stockholders and is
incorporated herein by reference. At December 31, 1997, there were 249.5 million
shares outstanding and approximately 37,300 stockholders of record. Unisys has
not declared or paid any cash dividends on its Common Stock since 1990.
On September 23, 1997, Unisys sold 84,881 shares of Unisys Common Stock
to Lawrence A. Weinbach, the Chairman, President and Chief Executive Officer of
Unisys, for an aggregate purchase price of $1 million. The sale was exempt from
the registration requirements of the Securities Act of 1933 by reason of Section
4(2) thereof.
-10-
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
A summary of selected financial data for Unisys is set forth under the
heading "Seven-year summary of selected financial data" in the Unisys 1997
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 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 1997
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 sheets at December 31, 1997 and 1996 and the related consolidated
statements of income and cash flows for each of the three years in the period
ended December 31, 1997, appearing in the Unisys 1997 Annual Report to
Stockholders, together with the report of Ernst & Young LLP, independent
auditors, on the financial statements at December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997, appearing in
the Unisys 1997 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 1997 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 1999" and "Members of the Board of Directors
Continuing in Office -- Term Expiring in 2000" in the Unisys Proxy Statement
for the 1998 Annual Meeting of Stockholders and is incorporated herein by
reference.
-11-
(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.
(c) Section 16(a) Beneficial Ownership Reporting Compliance. Information
included in the Unisys Proxy Statement for the 1998 Annual Meeting of
Stockholders under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
Information concerning executive compensation is set forth under the
heading "EXECUTIVE COMPENSATION" in the Unisys Proxy Statement for the 1998
Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
- -------------------------------------------------
(a) FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson and Fidelity
Management & Research Company, 82 Devonshire Street, Boston, Massachusetts
02109, have jointly filed a Schedule 13G with the Securities and Exchange
Commission dated February 14, 1998, reporting beneficial ownership of
29,585,516 shares (or 11.72%)of Unisys Common Stock. Of such shares,
3,406,141 represent shares issuable upon conversion of Unisys Corporation's
convertible debt securities and preferred stock. Sole dispositive power has
been reported for 29,585,516 shares. Sole voting power has been reported for
1,327,133 shares. To Unisys knowledge, as of March 1, 1998, 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, 1998, 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 1998 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" in the Unisys Proxy Statement for the 1998 Annual Meeting of
Stockholders and is incorporated herein by reference.
-12-
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 1997 Annual Report to Stockholders
which are incorporated herein by reference:
ANNUAL REPORT
PAGE NO.
-------------
Consolidated Balance Sheet at
December 31, 1997 and December 31, 1996.....................33
Consolidated Statement of Income for each of the
three years in the period ended December 31, 1997...........31
Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 1997...........35
Notes to Consolidated Financial Statements.................39-55
Report of Independent Auditors................................56
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.................16
The financial statement schedule should be read in conjunction with
the consolidated financial statements and notes thereto in the Unisys 1997
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 because 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 17
through 20. Management contracts and compensatory plans and arrangements are
listed as Exhibits 10.1 through 10.21.
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(b) Reports on Form 8-K.
During the quarter ended December 31, 1997, Unisys filed a Current Report
on Form 8-K, dated October 7, 1997, to report under Items 5 and 7 of such Form.
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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
/s/ Lawrence A. Weinbach
By: ----------------------------
Lawrence A. Weinbach
Chairman of the Board,
President and Chief
Executive Officer
Date: March 20, 1998
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 20, 1998.
/s/Lawrence A. Weinbach *James J. Duderstadt
- ----------------------- --------------------
Lawrence A. Weinbach James J. Duderstadt
Chairman of the Board, Director
President and Chief Executive
Officer (principal *Henry C. Duques
executive officer) and ---------------------
Director Henry C. Duques
Director
/s/Robert H. Brust *Gail D. Fosler
- --------------------- --------------------
Robert H. Brust Gail D. Fosler
Senior Vice President and Director
Chief Financial Officer
(principal financial officer)
/s/Janet Brutschea Haugen *Melvin R. Goodes
- ------------------------ ---------------------
Janet Brutschea Haugen Melvin R. Goodes
Vice President and Director
Controller (principal
accounting officer)
*J. P. Bolduc *Edwin A. Huston
- --------------------- ---------------------
J. P. Bolduc Edwin A. Huston
Director Director
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*Kenneth A. Macke *Theodore E. Martin
- --------------------- ---------------------
Kenneth A. Macke Theodore E. Martin
Director Director
*Robert McClements, Jr. *Alan E. Schwartz
- --------------------- ---------------------
Robert McClements, Jr. Alan E. Schwartz
Director Director
*By:/s/Lawrence A. Weinbach
---------------------------
Lawrence A. Weinbach
Attorney-in-Fact
-16-
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, 1995 $ 74.5 $21.0 $( 8.8) $ 86.7
Year Ended
December 31, 1996 $ 86.7 $ 2.5 $( 5.3) $ 83.9
Year Ended
December 31, 1997 $ 83.9 $ 9.8 $ (24.2) $ 69.5
(a) Write-off of bad debts less recoveries.
-17-
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Amended and Restated Certificate of Incorporation of
Unisys Corporation, incorporated by reference to Exhibit
4.1 to the registrant's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997.
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 Amendment No. 1, dated as of February 22, 1996, to
Rights Agreement, dated as of March 7, 1986, between
Unisys Corporation, a Delaware Corporation (then named
Burroughs Corporation) and Harris Trust Company of
New York, as Rights Agent, incorporated by reference
to Exhibit 4 to the registrant's Current Report on
Form 8-K dated February 22, 1996.
10.1 Deferred Compensation Plan for Executives of Unisys
Corporation, as amended and restated effective
May 22, 1997, incorporated by reference to Exhibit 10.4
to the registrant's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1997.
10.2 Deferred Compensation Plan for Directors of Unisys
Corporation, as amended and restated effective
May 22, 1997, incorporated by reference to Exhibit 10.5
to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1997.
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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, incorporated
by reference to Exhibit 10.4 to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1995.
10.5 Employment Agreement, dated July 2, 1997
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, 1997.
10.6 Employment Agreement, dated September 23, 1997,
between the registrant and Lawrence A. Weinbach,
incorporated by reference to Exhibit 10.2 to the
registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1997.
10.7 Unisys Corporation Director Stock Unit Plan, as
amended and restated, effective May 22, 1997,
incorporated by reference to Exhibit 10.1 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997.
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.
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.
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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 Amendment, dated February 22, 1996, to 1990 Unisys
Long-Term Incentive Plan, incorporated by reference
to Exhibit 10 to registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1996.
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,
as amended through May 22, 1997, incorporated by
reference to Exhibit 10.2 to the registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997.
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10.21 Unisys Corporation Supplemental Executive Retirement
Income Plan, as amended through May 22, 1997,
incorporated by reference to Exhibit 10.3 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997.
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, 1997.
18 Letter re Change in Accounting Principles.
21 Subsidiaries of Unisys Corporation.
23 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney.
27 Financial Data Schedule.