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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, 1999
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.)
Unisys Way
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
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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
$9,902,024 as of December 31, 1999. 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
December 31, 1999: 310,582,112.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 1999 Annual Report to Stockholders -- Part I,
Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for the 2000 Annual Meeting
of Stockholders -- Part III.
2
PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys" or the "Company") is a worldwide information
services and technology company. It provides services, systems and solutions,
its Unisys e-@ction Solutions, that help customers apply information technology
to seize the opportunities and overcome the challenges of the internet economy.
Unisys has two business segments -- Services and Technology. Financial
information concerning the two segments is set forth in Note 15, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 1999 Annual Report to Stockholders, and such information is incorporated
herein by reference.
The principal executive offices of Unisys are located at Unisys Way, Blue
Bell, Pennsylvania 19424.
Principal Products and Services
- -------------------------------
Unisys provides services and technology to commercial businesses and
governments throughout most of the world.
In the Services segment, Unisys integrates and delivers the solutions,
services and network infrastructure required by business and government to
transform their organizations for the internet economy. Unisys offers a
portfolio of solutions targeted at seven key vertical industries: financial
services, communications, transportation, publishing, commercial, worldwide
public sector and U.S. federal government. Offerings in the Services segment
include vertical industry and custom solutions, systems integration,
outsourcing, network services and multi-vendor information systems management
and support.
In the Technology segment, Unisys develops servers and related products
which operate in high-volume, mission-critical environments. Major offerings
include enterprise-class servers such as the ClearPath Enterprise server, which
integrates proprietary and "open" platforms; Windows NT servers with enterprise-
class attributes; system middleware to power high-end servers; storage products;
payment systems; and specialized technologies.
Products and services are marketed 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, and software
products, are manufactured for Unisys to its design or specifications by other
business equipment manufacturers or software suppliers.
3
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 and service marks used on or in connection
with Unisys products and services are considered to be valuable assets of
Unisys.
Backlog
- -------
In the Services segment, firm order backlog at December 31, 1999 was $4.6
billion, compared to $3.4 billion at December 31, 1998. Approximately $2.0
billion (44%) of 1999 backlog is expected to be filled in 2000. Although the
Company believes that this backlog is firm, the Company may, for commercial
reasons, allow the orders to be cancelled, with or without penalty. In addition,
funded U.S. Government contracts included in this backlog are generally subject
to termination, in whole or part, at the convenience of the government or if
funding becomes unavailable. In such cases, the Company is generally entitled to
receive payment for work completed plus allowable termination or cancellation
costs.
At the end of 1999, the Company also had $2.3 billion of potential future
Services order value which it may receive under certain multi-year U.S.
government contracts for which funding is appropriated annually. The comparable
value of unfunded multi-year U.S. government contracts for 1998 was $2.4
billion.
Because of the relatively short cycle between order and shipment in its
Technology segment, the Company believes that backlog information for this
segment is not material to the understanding of its business.
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 11%
of total consolidated revenue in 1999.
Competition
- -----------
Unisys business is affected by rapid change in technology in the
information services and technology 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 service, product performance, technological innovation, and
price. Unisys believes that its continued
4
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 $339.4 million in
1999, $308.3 million in 1998, and $314.8 million in 1997.
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 2000 and
2001.
Employees
- ---------
As of December 31, 1999, Unisys had approximately 35,800 employees.
International and Domestic Operations
- -------------------------------------
Financial information by geographic area is set forth in Note 15, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 1999 Annual Report to Stockholders, and such information is incorporated
herein by reference.
Year 2000
- ---------
The Company's Year 2000 disclosure is included under the heading "Year 2000
readiness disclosure" in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Unisys 1999 Annual Report to
Stockholders and is incorporated herein by reference.
ITEM 2. PROPERTIES
- -------------------
As of December 31, 1999, Unisys had 26 major facilities in the United
States with an aggregate floor space of approximately 5.5 million square feet,
located primarily in California, Illinois, Michigan, Minnesota, Pennsylvania,
Utah and Virginia. Three of these facilities, with aggregate floor space of
approximately 1.5 million square feet, were owned by Unisys and 23, with
approximately 4.0 million square feet of floor space, were leased to Unisys.
Approximately 4.6 million square feet of the U.S. facilities were in current
operation, approximately .7 million square feet were subleased to others, and
approximately .2 million square feet were being held in reserve or were declared
surplus with disposition efforts in progress.
As of December 31, 1999, Unisys had 29 major facilities outside the United
States with an aggregate floor space of approximately 2.8 million
5
square feet, located primarily in Brazil, Canada, France, South Africa,
Switzerland and the United Kingdom. Six of these facilities, with approximately
.9 million square feet of floor space, were owned by Unisys and 23, with
approximately 1.9 million square feet of floor space, were leased to Unisys.
Approximately 2.0 million square feet were in current operation, approximately
.4 million square feet were subleased to others, and approximately .4 million
square feet were being held in reserve or were declared surplus with disposition
efforts in progress.
Unisys major facilities include offices, laboratories, centers of
excellence, 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 will from time to time acquire
additional facilities, expand existing facilities, and dispose of existing
facilities or parts thereof, as necessary.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
As previously reported, most recently in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1999, a number of
purported class action lawsuits seeking unspecified compensatory damages have
been filed against the Company and various current and former officers in the
U.S. District Court for the Eastern District of Pennsylvania by persons who
acquired the Company's common stock during the period May 4, 1999 through
October 14, 1999. The plaintiffs in these actions allege violations of the
Federal securities laws in connection with statements made by the Company
concerning certain of its services contracts. These actions, which are in the
early stages, include the following: Frances W. Smith, et al. v. Unisys
----------------------------------
Corporation, Larry Weinbach, Jack McHale and Gerald Gagliardi (filed on October
- -------------------------------------------------------------
28, 1999); Sam Wietschner, et al. v. Unisys Corporation, et al. (filed on
----------------------------------------------------
November 1, 1999); Larry Morrison, et al. v. Unisys Corporation, et al. (filed
----------------------------------------------------
on November 4, 1999); Alex Igdalski and Michael Sayegh, et al. v. Unisys
--------------------------------------------------
Corporation, et al. (filed on November 9, 1999); Patrick Yam, et al. v. Unisys
- ------------------- -----------------------------
Corporation, et al. (filed on November 12, 1999); Edward L. Slate, et al. v.
- ------------------- --------------------------
Unisys Corporation, et al. (filed on November 12, 1999); Joseph Operman, et al.
- -------------------------- ----------------------
v. Unisys Corporation, et al. (filed on November 16, 1999); Molly Levin,
- ----------------------------- ------------
Custodian for Elizabeth H. Levin, et al. v. Unisys Corporation, et al. (filed on
- ----------------------------------------------------------------------
November 19, 1999); Gary L. Hopkins, et al. v. Unisys Corporation, et al. (filed
-----------------------------------------------------
on November 24, 1999); Marlene M. and Paul L. Baertschiger, et al. v. Unisys
-----------------------------------------------------
Corporation, et al. (filed on December 1, 1999); Joseph Lasensky, et al. v.
- ------------------- --------------------------
Unisys Corporation, et al. (filed on December 3, 1999); and Robert M. Peters, et
- -------------------------- --------------------
al. v. Unisys Corporation, Lawrence A. Weinbach, James F. McGuirk II, Jack F.
- -----------------------------------------------------------------------------
McHale and Gerald Gagliardi (filed on December 3, 1999). The Company believes
- ---------------------------
it has meritorious defenses to these actions and intends to defend them
vigorously.
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 1999.
6
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------
Information concerning the executive officers of Unisys is set forth below.
Name Age Position with Unisys
---- --- --------------------
Lawrence A. Weinbach 60 Chairman of the Board, President
and Chief Executive Officer
Jack A. Blaine 55 Executive Vice President; President,
Worldwide Sales and Services
George R. Gazerwitz 59 Executive Vice President; President,
Systems & Technology
Joseph W. McGrath 47 Executive Vice President; President,
Global Industries
David O. Aker 53 Senior Vice President, Worldwide Human
Resources
Harold S. Barron 63 Senior Vice President and General
Counsel
James F. McGuirk II 56 Senior Vice President, Worldwide Public
Sector
Janet B. Wallace 48 Senior Vice President; President, Global
Network Services
Barbara A. Babcock 51 Vice President; President, e-Business
Services
Richard D. Badler 49 Vice President, Corporate Communications
Robert D. Evans 52 Vice President; President, Global
Outsourcing
Janet Brutschea Haugen 41 Vice President, Controller and Acting
Chief Financial Officer
Jack F. McHale 50 Vice President, Investor Relations
Angus F. Smith 58 Vice President and Treasurer
Nancy Straus Sundheim 48 Vice President, Secretary and Deputy
General Counsel
Alastair M. Taylor 51 Vice President, Worldwide Financial
Services
There is no family relationship 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
7
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, Chairman of the Board, President and Chief Executive Officer
since 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. Blaine, Executive Vice President and President, Worldwide Sales and
Services since January 2000. Prior to that time, he served as Senior Vice
President and President of the Pacific Asia Americas Group (1996-1999); and Vice
President and President of the Latin America and Caribbean Division (1995-1996).
Mr. Blaine has been an officer since 1988.
Mr. Gazerwitz, Executive Vice President and President, Systems and
Technology since January 2000. Prior to that time, he served as Executive Vice
President and President of the Computer Systems Group (1996-1999); and Vice
President and Executive Vice President of Nihon Unisys Limited (1994-1996). Mr.
Gazerwitz has been an officer since 1984.
Mr. McGrath, Executive Vice President and President, Global Industries
since January 2000. During 1999, he served as Senior Vice President of Major
Accounts Sales and Chief Marketing Officer. Prior to joining Unisys in 1999, he
was with Xerox Corporation from 1988 until 1998, serving as vice president and
general manager of its Production Color Systems unit and as vice president of
strategy and integration for the Production Systems division. Before that, Mr.
McGrath was vice president and service director at Gartner Group. Mr. McGrath
has been an officer since 1999.
Mr. Aker, Senior Vice President, Worldwide Human Resources since 1997.
Prior to that time, he served as Vice President, Worldwide Human Resources
(1995-1997); and vice president of human resources for the information services
and systems group (1994-1995). Mr. Aker has been an officer since 1995.
Mr. Barron, Senior Vice President and General Counsel since 1993. From 1994
to 1999, he also served as Secretary. Mr. Barron has been an officer since 1991,
when he joined the Company as Vice President and General Counsel.
Mr. McGuirk, Senior Vice President, Worldwide Public Sector since January
2000. He has been a Senior Vice President since 1998 and also served as
President, Federal Systems from 1992 to 1999. Mr. McGuirk has been an officer
since 1996.
Ms. Wallace, Senior Vice President and President, Global Network Services
since January 2000. Ms. Wallace joined Unisys in 1999 as Vice President and
President, Global Network Services. Prior to that, she was Vice President of
Services Marketing and Sales, Compaq Computer Corporation (1998-1999); and Vice
President of Marketing and Services, Digital Equipment Corporation (1993-1998).
Ms. Wallace has been an officer since 2000.
Ms. Babcock, Vice President and President, e-Business Services since
January 2000. Prior to that time, she was the virtual general
8
manager for electronic business (1999); and vice president of marketing and
strategy for the information services group (1994-1999). Ms. Babcock has been an
officer since 2000.
Mr. Badler, Vice President, Corporate Communications since 1998. Prior to
joining Unisys, he was Vice President, Corporate Communications for General
Instrument Corporation (1996-1998); and an executive vice president and account
director for Golin/Harris Communications in Chicago (1994-1996). Mr. Badler has
been an officer since 1998.
Mr. Evans, Vice President and President, Global Outsourcing since January
2000. Prior to that time, he served as vice president and general manager for
outsourcing in North America (1996-1999); and vice president for information
processing services and outsourcing (1995-1996). Mr. Evans has been an officer
since 2000.
Ms. Haugen, Vice President and Controller since 1996 and the Acting Chief
Financial Officer since December 1999. Prior to 1996, she held the position of
partner at Ernst & Young LLP. She had been with Ernst & Young LLP since 1980.
Ms. Haugen has been an officer since 1996.
Mr. McHale, Vice President, Investor Relations since 1997. From 1989 to
1997, he was Vice President, Investor and Corporate Communications. Mr. McHale
has been an officer since 1986.
Mr. Smith, Vice President and Treasurer since 1997. Prior to that time, he
served as the Treasurer of Rohm and Haas Company (1980-1997). Mr. Smith has been
an officer since 1997.
Ms. Sundheim, Vice President and Secretary since October 1999. She also has
been Deputy General Counsel since 1990. Ms. Sundheim has been an officer since
1999.
Mr. Taylor, Vice President, Worldwide Financial Services since January
2000. Prior to that time, he served as chief executive of the information
services group in Europe (1998-1999); vice president and general manager of the
financial market sector of the information services group (1996-1998); and vice
president of operations and planning for the information services and solutions
group (1995-1996). Mr. Taylor has been an officer since 2000.
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, on exchanges in Amsterdam, Brussels, and London and on the
Electronical Stock Exchange in Switzerland. Information on the high and low
sales prices for Unisys Common Stock is set forth under the heading "Quarterly
financial information", in the Unisys 1999 Annual Report to Stockholders and is
incorporated herein by reference. At December 31, 1999, there were 310.6 million
shares outstanding and approximately 32,800 stockholders of record. Unisys has
not declared or paid any cash dividends on its Common Stock since 1990.
9
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
A summary of selected financial data for Unisys is set forth under the
heading "Nine-year summary of selected financial data" in the Unisys 1999 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 1999 Annual
Report to Stockholders and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
Information concerning market risk is set forth under the heading "Market
risk" in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Unisys 1999 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, 1999 and 1998 and the related consolidated statements of
income, cash flows and stockholders' equity for each of the three years in the
period ended December 31, 1999, appearing in the Unisys 1999 Annual Report to
Stockholders, together with the report of Ernst & Young LLP, independent
auditors, on the financial statements at December 31, 1999 and 1998 and for each
of the three years in the period ended December 31, 1999, appearing in the
Unisys 1999 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 1999 Annual Report to
Stockholders, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
Not applicable.
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
(a) Identification of Directors. Information concerning the directors of
Unisys 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 2001" and "Members of the Board of Directors Continuing in Office --
Term Expiring in 2002" in the Unisys Proxy Statement for the 2000 Annual Meeting
of Stockholders and is incorporated herein by reference.
(b) Identification of Executive Officers. Information concerning executive
officers of Unisys 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
headings "EXECUTIVE COMPENSATION", "REPORT OF THE CORPORATE GOVERNANCE AND
COMPENSATION COMMITTEE" and "STOCK PERFORMANCE GRAPH" in the Unisys Proxy
Statement for the 2000 Annual Meeting of Stockholders and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
- -------------------------------------------------
Information concerning shares of Unisys equity securities beneficially
owned by certain beneficial owners and by management is set forth under the
heading "SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the
Unisys Proxy Statement for the 2000 Annual Meeting of Stockholders and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
None.
11
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 1999 Annual Report to Stockholders
which are incorporated herein by reference:
Annual Report
Page No.
-------------
Consolidated Balance Sheet at
December 31, 1999 and December 31, 1998............... 39
Consolidated Statement of Income for each of the
three years in the period ended December 31, 1999......38
Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 1999......40
Consolidated Statement of Stockholders' Equity for
each of the three years in the period ended
December 31, 1999......................................41
Notes to Consolidated Financial Statements...........42-59
Report of Independent Auditors..........................60
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..............15
The financial statement schedule should be read in conjunction with
the consolidated financial statements and notes thereto in the Unisys 1999
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 16 through 19.
Management contracts and compensatory plans and arrangements are listed as
Exhibits 10.1 through 10.25.
12
(b) Reports on Form 8-K.
During the quarter ended December 31, 1999, the Company filed no Current
Reports on Form 8-K.
13
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
Date: February 14, 2000 Executive Officer
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 14, 2000.
/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/ Janet Brutschea Haugen
- --------------------------- *Gail D. Fosler
Janet Brutschea Haugen --------------------
Vice President, Acting Chief Gail D. Fosler
Financial Officer and Controller Director
(principal financial and
accounting officer)
*J. P. Bolduc *Melvin R. Goodes
- ----------------------- ---------------------
J. P. Bolduc Melvin R. Goodes
Director Director
*Kenneth A. Macke *Edwin A. Huston
- ----------------------- ----------------------
Kenneth A. Macke Edwin A. Huston
Director Director
*Robert McClements, Jr. *Theodore E. Martin
- ----------------------- ----------------------
Robert McClements, Jr. Theodore E. Martin
Director Director
*By:/s/ Lawrence A. Weinbach
--------------------------
Lawrence A. Weinbach
Attorney-in-Fact
14
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, 1997 $84.5 $10.2 $ (24.7) $70.0
Year Ended
December 31, 1998 $70.0 $ 4.0 $( 22.8) $51.2
Year Ended
December 31, 1999 $51.2 $13.6 $( 13.0) $51.8
(a) Write-off of bad debts less recoveries.
15
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Restated Certificate of Incorporation of
Unisys Corporation (incorporated by reference to Exhibit
3.1 to the registrant's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1999)
3.3 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, 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 (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 February
26, 1998 (incorporated by reference to Exhibit 10.1 to
the registrant's Annual Report on Form 10-K for the year
ended December 31, 1998)
10.2 Amendment, effective September 24, 1999, to the Deferred
Compensation Plan for Executives of Unisys Corporation
(incorporated by reference to Exhibit 10.2 to the
registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999)
10.3 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)
10.4 Amendment, effective September 24, 1999, to the Deferred
Compensation Plan for Directors of Unisys Corporation
(incorporated by reference to Exhibit 10.3 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999)
16
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 quarterly period ended June
30, 1995)
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 Amendment, effective September 24, 1999, to the Director
Stock Unit Plan (incorporated by reference to Exhibit
10.1 to the registrant's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1999)
10.9 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)
10.10 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)
10.11 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)
10.12 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)
10.13 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)
10.14 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)
10.15 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
17
Form 10-K for the year ended December 31, 1994)
10.16 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)
10.17 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)
10.18 Amendment, effective April 28, 1999, to the 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, 1999)
10.19 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)
10.20 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)
10.21 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)
10.22 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)
10.23 Unisys Corporation Executive Life Insurance Program
(incorporated by reference to Exhibit 10.1 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999)
10.24 Employment Agreement, dated as of November 19, 1999, by
and between Unisys Corporation and Joseph W. McGrath
10.25 Unisys Directors Stock Option Plan, effective January 1,
2000
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, 1999
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
18
24 Power of Attorney
27 Financial Data Schedule
19