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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, 1998
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
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
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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. [X]
Aggregate market value of the voting stock held by non-affiliates: approximately
$8,607,272,742 as of January 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
January 31, 1999: 260,626,662.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 1998 Annual Report to Stockholders -- Part I,
Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for 1999 Annual Meeting of
Stockholders -- Part III.
-3-
PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys" or the "Company") is a worldwide information
services and technology company, providing systems and solutions that help
customers apply information technology to solve their business problems.
Unisys has two business segments -- Services and Technology. Financial
information concerning the two segments is set forth in Note 14, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 1998 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 information solutions and
technology into systems that support customers' critical business operations.
The Services segment also provides support services for distributed networks and
desktops. Major offerings include systems integration, including repeatable and
custom solutions targeted at selected vertical markets, outsourcing, multivendor
maintenance, and network services such as consulting, integration, and on-site
and remote management.
In the Technology segment, Unisys develops high-end servers and related
products to run applications in high-volume, mission-critical environments.
Major offerings include enterprise-class servers, such as the ClearPath 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 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, and software
products, are manufactured for Unisys to its design or specifications by other
business equipment manufacturers or software suppliers.
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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 business, firm order backlog at December 31, 1998 was $3.4
billion, compared to $2.9 billion at December 31, 1997. Approximately $1.8
billion (54%) of 1998 backlog is expected to be filled in 1999. 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 1998, the Company also had $2.4 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 1997 was $2.0
billion.
Because of the relatively short cycle between order and shipment in its
Technology business, 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 13%
of total consolidated revenue in 1998.
-5-
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 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 $296.6 million in
1998, $302.3 million in 1997, and $342.9 million in 1996.
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 1999 and
2000.
EMPLOYEES
- ---------
As of December 31, 1998, Unisys had approximately 33,200 employees.
INTERNATIONAL AND DOMESTIC OPERATIONS
- -------------------------------------
Financial information by geographic area is set forth in Note 14, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 1998 Annual Report to Stockholders, and such information is incorporated
herein by reference.
YEAR 2000
- ---------
The Company's Year 2000 readiness 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 1998 Annual Report
to Stockholders and is incorporated herein by reference.
ITEM 2. PROPERTIES
- -------------------
As of December 31, 1998, Unisys had 28 major facilities in the United
States with an aggregate floor space of approximately 5.6 million square feet,
located primarily in California, Illinois, Michigan,
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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 25, with approximately 4.1 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 .8 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, 1998, Unisys had 30 major facilities outside the United
States with an aggregate floor space of approximately 3.0 million square feet,
located primarily in Brazil, Canada, France, 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 and 22, with approximately 1.9 million
square feet of floor space, were leased to Unisys. Approximately 2.3 million
square feet were in current operation, approximately .4 million square feet were
subleased to others, and approximately .3 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 previously reported, most recently in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998, the Company is
involved in two lawsuits with Ceska Sporitelna, a savings bank in the Czech
Republic (the "Bank"). The disputes relate to contracts entered into in 1992 and
1994 between the Bank and certain of the Company's foreign subsidiaries to
design and implement a computer system, including hardware and custom software,
for the Bank's headquarters and branch offices throughout the Czech Republic. In
the first action, the Company is a defendant in Ceska Sporitelna, a.s. v. Unisys
Corporation, filed in the United States District Court for the Eastern District
of Pennsylvania in June 1996. The Bank alleges that Unisys made a series of
fraudulent misrepresentations in connection with these contracts. The Bank seeks
to recover more than $100 million, together with punitive damages. The Company
believes it has meritorious defenses to these allegations and intends to defend
them vigorously. The Company has filed a counterclaim in this action alleging
fraud, negligent misrepresentation, intentional interference with prospective
business relations and breach of contract by the Bank, and the Company seeks to
recover more than $100 million, together with punitive damages. Trial is
currently scheduled for March 1999. In the second action, the Company's
subsidiary, Unisys International Services B.V., is the plaintiff in an
arbitration captioned Unisys International Services B.V. v. Ceska Sporitelna,
filed in March 1998, in Vienna, Austria. Unisys International Services B.V.
seeks to recover, among other amounts, approximately $21.1 million from the Bank
for hardware, software, and
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services delivered to and used by the Bank. Hearings in this arbitration are
currently scheduled to begin in June 1999.
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 1998.
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 59 Chairman of the Board, President
and Chief Executive Officer
Gerald A. Gagliardi 51 Executive Vice President;
President, Unisys Global
Customer Services
George R. Gazerwitz 58 Executive Vice President;
President, Unisys Computer
Systems
Lawrence C. Russell 60 Executive Vice President;
President, Unisys Information
Services
David O. Aker 52 Senior Vice President,
Worldwide Human Resources
Harold S. Barron 62 Senior Vice President,
General Counsel and
Secretary
Jack A. Blaine 54 Senior Vice President;
President,
Pacific Asia Americas
Robert H. Brust 55 Senior Vice President and
Chief Financial Officer
Joseph W. McGrath 46 Senior Vice President, Major
Accounts Sales and Chief
Marketing officer
James F. McGuirk II 55 Senior Vice President and
President Unisys Federal
Systems
-8-
Dewaine L. Osman 64 Senior Vice President,
Strategic Development
Richard D. Badler 48 Vice President, Corporate
Communications
Janet Brutschea Haugen 40 Vice President and
Controller
Jack F. McHale 50 Vice President,
Investor Relations
Angus F. Smith 57 Vice President and Treasurer
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 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.
-9-
Mr. Barron has been Senior Vice President, General Counsel and Secretary of
Unisys since April 1994. He has served as an officer of Unisys 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.
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. McGrath joined Unisys as Senior Vice President of Major Accounts Sales and
Chief Marketing Officer in January 1999. From 1995 to 1998, he was the Vice
President and General Manager of Production Color Systems, a unit of Xerox
Corporation. Prior to 1995, he was Vice President of Strategy and Integration
for Xerox Production Systems Division. Before joining Xerox Corporation, Mr.
McGrath was Vice President and Service Director at Gartner Group. Mr. McGrath
has been an officer since January 1999.
Mr. McGuirk was elected a Senior Vice President of Unisys in April 1998. He
had been a Vice President of Unisys since 1996 and has been President, Unisys
Federal Systems, since 1992. Mr. McGuirk has been an officer since 1996.
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.
Mr. Badler joined Unisys as Vice President of Corporate Communications in July
1998. He had held the position of Vice President Corporate Communications at
General Instrument Corporation since 1996. Prior to 1996, Mr. Badler was an
Executive Vice President and account director with Golin/Harris Communications
in Chicago. Mr. Badler has been an officer since July 1998.
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. McHale has been Vice President, Investor Relations, since May 1997. From
1989 to 1997, he was Vice President, Investor and Corporate Communications. Mr.
McHale has been an officer since 1986.
-10-
Mr. Smith has been Vice President and Treasurer since June 1997. Prior to
that time, he had 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, 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 1998 Annual Report to Stockholders and is
incorporated herein by reference. At December 31, 1998, there were 256.6 million
shares outstanding and approximately 28,600 stockholders of record. Unisys has
not declared or paid any cash dividends on its Common Stock since 1990.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
A summary of selected financial data for Unisys is set forth under the heading
"Eight-year summary of selected financial data" in the Unisys 1998 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 1998 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 disclosure" in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Unisys 1998 Annual Report to Stockholders and
is incorporated herein by reference.
-11-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements of Unisys, consisting of the consolidated balance
sheets at December 31, 1998 and 1997 and the related consolidated statements of
income, cash flows and stockholders' equity for each of the three years in the
period ended December 31, 1998, appearing in the Unisys 1998 Annual Report to
Stockholders, together with the report of Ernst & Young LLP, independent
auditors, on the financial statements at December 31, 1998 and 1997 and for each
of the three years in the period ended December 31, 1998, appearing in the
Unisys 1998 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 1998 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 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 2000" and "Members of the Board of Directors Continuing in Office --
Term Expiring in 2001" in the Unisys Proxy Statement for the 1999 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
1999 Annual Meeting of Stockholders and is incorporated herein by reference.
-12-
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 1999 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 CORPORATE GOVERNANCE AND COMPENSATION
COMMITTEE" in the Unisys Proxy Statement for the 1999 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 1998 Annual Report to
Stockholders which are incorporated herein by reference:
ANNUAL REPORT
PAGE NO.
-------------
Consolidated Balance Sheet at
December 31, 1998 and December 31, 1997.................. 39
Consolidated Statement of Income for each of the
three years in the period ended December 31, 1998........ 38
Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 1998........ 40
Consolidated Statement of Stockholders' Equity for
each of the three years in the period ended
December 31, 1998........................................ 41
Notes to Consolidated Financial Statements................. 42-59
Report of Independent Auditors............................. 60
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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 1998 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 10.20.
(b) Reports on Form 8-K.
During the quarter ended December 31, 1998, Unisys filed no Current Reports
on Form 8-K.
-14-
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 2, 1999
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 2, 1999.
/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
*Kenneth A. Macke *Theodore E. Martin
- ------------------------- ---------------------
Kenneth A. Macke Theodore E. Martin
Director Director
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*Robert McClements, Jr.
- -------------------------
Robert McClements, Jr.
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, 1996 $ 86.7 $ 2.5 $( 5.3) $ 83.9
Year Ended
December 31, 1997 $ 83.9 $ 9.8 $(24.2) $ 69.5
Year Ended
December 31, 1998 $ 69.5 $ 3.7 $(22.7) $ 50.5
(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 Certificate of Amendment of Restated Certificate of Incorporation
dated April 24, 1998, incorporated by reference to Exhibit 4.4 to the
registrant's Registration Statement on Form S-3 (Registration No.
333-51885).
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 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,
incorporated by reference to Exhibit 4 to the registrant's Current
Report on Form 8-K dated February 22, 1996.
-18-
10.1 Deferred Compensation Plan for Executives of Unisys Corporation, as
amended and restated effective February 26, 1998.
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.
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 Unisys Corporation Executive Life Insurance Plan, effective
September 12, 1998, incorporated by reference to Exhibit 10 to the
registrant's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1998.
10.5 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.
10.6 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.
10.7 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.
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10.8 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.
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 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.
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10.16 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.
10.17 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.
10.18 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.
10.19 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.
10.20 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, 1998.
21 Subsidiaries of Unisys Corporation.
23 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney.
27 Financial Data Schedule.