================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X][x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 20012002
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
-------------------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[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. [_][ ]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2). YES [X] NO [ ]
Aggregate market value of the voting stockand non-voting common equity held by
non-affiliates:
approximately $4,013,000,000non-affiliates as of December 31, 2001.the last business day of the registrant's most recently
completed second fiscal quarter: approximately $2.9 billion.
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.June 28, 2002. 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, 2001: 320,493,667.2002: 326,202,273.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 20012002 Annual Report to Stockholders -- Part I,
Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for the 20022003 Annual Meeting
of Stockholders -- Part III.
2
PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys" or the "Company") is a worldwide information
technology services and solutions company that combines expertise in systems
integration, outsourcing, infrastructure, server technology company providing business solutions thatand consulting to
help customers
utilize information technology to seize opportunities, overcome challenges, and
succeed in the global economy.clients achieve competitive advantage.
Unisys has two business segments -- Services and Technology. Financial
information concerning the two segments is set forth in Note 14,15, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 20012002 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
- -------------------------------PRINCIPAL PRODUCTS AND SERVICES
Unisys provides services and technology to commercial businesses and
governments throughout most of the world.
In the Services segment, Unisys provides a range ofend-to-end services and solutions
designed to help clients apply information technology to meetimprove their business
problems.competitiveness and efficiency in the
global marketplace. The Unisys portfolio of solutions and services includes
consultingsystems integration and systems integration;consulting; outsourcing, including the management of a
customer's internal information systems and management of specific business
processes, such as payment processing, mortgage administration and cargo
management; networkinfrastructure services involving the design, management and support
of customers' multi-vendor
networks,IT infrastructure, including desktops, servers, mobile and
servers;wireless systems, and networks; core maintenance; and enterprise-wide security
solutions to protect systems, networks, applications and data.
In the Technology segment, Unisys develops servers and related products
that operate in high-volume,transaction-intensive, mission-critical environments. Major
offerings include enterprise-class servers based on Cellular Multi ProcessingMultiProcessing
architecture, such as the ClearPath Enterprise server,Plus family of servers, which integrates
proprietary and "open" platforms, and Intel-basedthe ES7000 family of servers, withwhich
provide enterprise-class attributes such as the ES7000 server;on Intel-based servers; operating system
software and middleware to power high-end servers; storage products; payment systems; and specialized technologies.technologies
such as payment systems, chip testing and peripheral support products.
The primary vertical markets Unisys serves worldwide include financial
services, communications, transportation, media, commercial, and public sector,
including the U.S. federal government.
Products and services are marketed primarily through a direct sales force.
In certain foreign countries, Unisys markets primarily through distributors.
3
Raw Materials
- -------------
Raw materials essentialMATERIALS
Unisys purchases components and supplies from a number of suppliers around
the world. For certain technology products, the Company relies on a single or
limited number of suppliers, although the Company makes every effort to assure
that alternative sources are available if the conductneed arises. The failure of the
business are generally
readily available at competitive pricesCompany's suppliers to deliver components and supplies in reasonable proximity to those
facilities utilizing such materials.
Patents, Trademarkssufficient quantities
and Licenses
- --------------------------------in a timely manner could adversely affect the Company's business.
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
- -------SEASONALITY
The revenues of the Company's Technology segment are affected by such
factors as the introduction of new products, the length of sales cycles and the
seasonality of technology purchases. These factors historically have generally
resulted in higher fourth quarter technology revenue than in other quarters.
CUSTOMERS
No single customer accounts for more than 10% of Unisys revenue. Sales of
commercial products and services to various agencies of the U.S. government
represented 10% of total consolidated revenue in 2002.
BACKLOG
In the Services segment, firm order backlog at December 31, 20012002 was $5.7$6.0
billion, compared to $5.8$5.7 billion at December 31, 2000.2001. Approximately $2.3$2.1
billion (40%(35%) of 20012002 backlog is expected to be filled in 2002.2003. 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 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 2001,2002, the Company also had $2.8$3.0 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 2000at the end of 2001 was
$2.1$2.8 billion.
4
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 10%
of total consolidated revenue in 2001.
Competition
- -----------COMPETITION
Unisys business is affected by rapid change in technology in the
information services and technology industries and aggressive competition from
many domestic and foreign companies. Principal 4
competitors are computer hardware
manufacturers, software providers, systems integrators, consulting and information technologyother
professional services companies, including companies that provide
systems integrationfirms, outsourcing providers and consulting, outsourcing and network services.infrastructure services
providers. 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
- ------------------------RESEARCH AND DEVELOPMENT
Unisys-sponsored research and development costs were $273.3 million in
2002, $331.5 million in 2001, and $333.6 million in 2000, and $339.4 million in 1999.
Environmental Matters
- ---------------------2000.
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 20022003 and
2003.
Employees
- ---------2004.
EMPLOYEES
As of December 31, 2001,2002, Unisys had approximately 38,90036,400 employees.
International and Domestic Operations
- -------------------------------------Unisys uses the title "partner" for certain members of its services
business management. In using the term "partner" or "partners," Unisys does not
mean to imply that these individuals are partners in the legal sense or to imply
any intention to create a separate legal entity, such as a partnership.
INTERNATIONAL AND DOMESTIC OPERATIONS
Financial information by geographic area is set forth in Note 14,15, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 20012002 Annual Report to Stockholders, and such information is incorporated
herein by reference.
5
AVAILABLE INFORMATION
Unisys makes available, free of charge through its Internet web site at
http://www.unisys.com/about_unisys/investors, its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as soon as reasonably practicable after such
material is electronically filed with or furnished to the SEC.
ITEM 2. PROPERTIES
- -------------------
As of December 31, 2001,2002, Unisys had 24 major facilities in the United
States with an aggregate floor space of approximately 5.25.1 million square feet,
located primarily in California, Georgia, 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 21,
with approximately 3.73.6 million square feet of floor space, were leased to
Unisys. Approximately 4.94.6 million square feet of the U.S. facilities were in
current operation, approximately .2.3 million square feet were subleased to
others, and approximately .1.2 million square feet were being held in reserve or
were declared surplus with disposition efforts in progress.
As of December 31, 2001,2002, Unisys had 2624 major facilities outside the United
States with an aggregate floor space of approximately 2.62.4 million square feet,
located primarily in Australia, Brazil, France, Germany, Netherlands, South
Africa, Switzerland and the United Kingdom. SixFive of these facilities, with
approximately .8.7 million square feet of
5
floor space, were owned by Unisys and
20,19, with approximately 1.81.7 million square feet of floor space, were leased to
Unisys. Approximately 2.21.9 million square feet were in current operation,
approximately .3 million square feet were subleased to others, and approximately
.1..2 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
- --------------------------
The Company has previously reported, most recently in its Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2001, its involvement
in a consolidated class action captioned In re: Unisys Corporation Securities
------------------------------------
Litigation, filed in the U. S. District Court for the Eastern District of
- ----------
Pennsylvania. This matter has been settled, and the case was dismissed in the
fourth quarter of 2001. The termsAs of the settlement did not have adate of filing of this report, Unisys has no material effect on the company's consolidated financial position, consolidated results of
operations or liquidity.legal
proceedings required to be disclosed under 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 2001.2002.
6
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------
Information concerning the executive officers of Unisys is set forth below.
Name Age Position with Unisys
----NAME AGE POSITION WITH UNISYS
- -------------------- --- -------------------------------------------------
Lawrence A. Weinbach 6263 Chairman of the Board,
President and Chief
Executive Officer
Jack A. Blaine 57 Executive Vice President;
President, Worldwide Sales
and Services
George R. Gazerwitz 6162 Executive Vice President;
President, Systems &and
Technology
Joseph W. McGrath 4950 Executive Vice President;
President, Global Industries
David O. Aker 5556 Senior Vice President,
Worldwide Human Resources
Richard D. Badler 52 Senior Vice President,
Corporate Communications
Robert D. Evans 55 Senior Vice President;
President, Global Outsourcing
Janet Brutschea Haugen 4344 Senior Vice President and
Chief Financial Officer
Nancy Straus Sundheim 5051 Senior Vice President,
General Counsel and Secretary
Janet B. Wallace 5051 Senior Vice President;
President, Global
NetworkInfrastructure Services
Leigh Alexander 4445 Vice President and Chief
Marketing Officer
Richard D. Badler 51 Vice President, Corporate
Communications
Scott A. Battersby 4344 Vice President and Treasurer
Leo C. Daiuto 5657 Vice President, Product
Development and Technology
Robert D. Evans 54 Vice President; President,
Global Outsourcing
Jack F. McHale 5253 Vice President,
Investor Relations
Carol S. Sabochick 42 Vice President and Corporate
Controller
There is no family relationship among any of the above-named executive
officers. The BylawsBy-Laws 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
7
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 2000. Prior to that time, he served as Senior Vice President and
President of the Pacific Asia Americas Group (1996-1999). Mr. Blaine has been an
officer since 1988.
Mr. Gazerwitz, Executive Vice President and President, Systems and
Technology since 2000. Prior to that time, he served as Executive Vice President
and President of the Computer Systems Group (1996-1999). Mr. Gazerwitz has been
an officer since 1984.
Mr. McGrath, Executive Vice President and President, Global Industries
since 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. 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). Mr. Aker has been an officer since 1995.
Mr. Badler, Senior Vice President, Corporate Communications since February
2002. From 1998 to 2002, he served as Vice President, Corporate Communications.
Prior to joining Unisys, he was Vice President, Corporate Communications for
General Instrument Corporation (1996-1998). Mr. Badler has been an officer since
1998.
Mr. Evans, Senior Vice President and President, Global Outsourcing since
February 2002. From 2000 to 2002, he served as Vice President and President,
Global Outsourcing. Prior to that time, he served as vice president and general
manager for outsourcing in North America (1996-1999). Mr. Evans has been an
officer since 2000.
Ms. Haugen, Senior Vice President and Chief Financial Officer since 2000.
Prior to that time, she served as Vice President and Controller and Acting Chief
Financial Officer (1999-2000) and Vice President and Controller (1996-1999). Ms.
Haugen has been an officer since 1996.
Ms. Sundheim, Senior Vice President, General Counsel and Secretary since
January 2001. From 1999 to 2001, she was Vice President, Deputy General Counsel and
Secretary. She had been Deputy General Counsel since 1990. Ms. Sundheim has been
an officer since 1999.
Ms. Wallace, Senior Vice President and President, Global NetworkInfrastructure
Services since 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.
8
Ms. Alexander, Vice President and Chief Marketing Officer since 2000. Prior
to joining Unisys in 2000, she was with Comdial Corporation from 1998 serving as
president, Comdial Enterprise Solutions and as Senior Vice President, Marketing.
Before that, Ms. Alexander was Senior Vice President, Marketing and Strategic
Planning 8
at PageNet Corporation (1996-1997). Ms. Alexander 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. Battersby, Vice President and Treasurer since 2000. Prior to that time,
he served as vice president of corporate strategy and development (1998-2000);
and vice president and Assistant Treasurer (1996-1998). Mr. Battersby has been
an officer since 2000.
Mr. Daiuto, Vice President, Product Development and Technology since 2000.
Prior to that time, he had held a variety of business and engineering management
positions with Unisys since he joined the Company in 1970. Mr. Daiuto has been
an officer since 2000.
Mr. Evans, Vice President and President, Global Outsourcing since 2000.
Prior to that time, he served as vice president and general manager for
outsourcing in North America (1996-1999). Mr. Evans has been an officer since
2000.
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.
Ms. Sabochick, Vice President and Corporate Controller since February 2002.
Prior to joining Unisys, she was with Safeguard Global Services serving as Chief
Financial Officer (2001), and with AstraMerck Pharmaceuticals (1995-2000)
serving as Controller. Prior to AstraMerck, she was with PriceWaterhouseCoopers
for 11 years. Ms. Sabochick has been an officer since February 2002.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCKEQUITY 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
SWX Swiss Exchange. Information on the high and low sales prices for Unisys
Common Stock is set forth under the heading "Quarterly financial information",
in the Unisys 20012002 Annual Report to Stockholders and is incorporated herein by
reference. At December 31, 2001,2002, there were 320.5326.2 million shares outstanding and
approximately 28,40027,300 stockholders of record. Unisys has not declared or paid any
cash dividends on its Common Stock since 1990.
9
1990 and does not anticipate declaring
or paying cash dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
A summary of selected financial data for Unisys is set forth under the
heading "Five-year summary of selected financial data" in the Unisys 20012002 Annual
Report to Stockholders and is incorporated herein by reference.
9
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 20012002 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 20012002 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, 20012002 and 20002001 and the related consolidated statements of
income, cash flows and stockholders' equity for each of the three years in the
period ended December 31, 2001,2002, appearing in the Unisys 20012002 Annual Report to
Stockholders, together with the report of Ernst & Young LLP, independent
auditors, on the financial statements at December 31, 20012002 and 20002001 and for each
of the three years in the period ended December 31, 2001,2002, appearing in the
Unisys 20012002 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 20012002 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 2003"2004" and "Members of the Board of Directors Continuing in Office --
Term Expiring in 2004"2005" in the Unisys Proxy Statement for the 20022003 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.
10
(c) Audit Committee Financial Experts. Information concerning audit
committee financial experts is set forth under the heading "Committees" in the
Unisys Proxy Statement for the 2003 Annual Meeting of Stockholders and is
incorporated herein by reference.
(d) Section 16(a) Beneficial Ownership Reporting Compliance. Information
concerning compliance with beneficial ownership reporting requirements is set
forth under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Unisys Proxy Statement for the 20022003 Annual Meeting of
Stockholders and is incorporated herein by reference.
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 20022003 Annual Meeting of Stockholders and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------AND
RELATED STOCKHOLDER MATTERS
Information concerning securities authorized for issuance under equity
compensation plans is set forth under the heading "EQUITY COMPENSATION PLAN
INFORMATION" in the Unisys Proxy Statement for the 2003 Annual Meeting of
Stockholders and is incorporated herein by reference.
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 20022003 Annual Meeting of Stockholders and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Information concerning certain relationships and related transactions is
set forth under the heading "EXECUTIVE COMPENSATION - Transactions with
Management" in the Unisys Proxy Statement for the 20022003 Annual Meeting of
Stockholders and is incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the date of filing of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Chief Executive Officer and the Chief
Financial Officer, of the design and operation of the Company's disclosure
controls and procedures. Based on this evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective for gathering, analyzing and disclosing
the
11
information the Company is required to disclose in the reports it files
under the Securities Exchange Act of 1934, within the time periods specified in
the SEC's rules and forms. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to the date of this evaluation.
PART IV
ITEM 14.15. 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 20012002 Annual Report to Stockholders
which are incorporated herein by reference:
Annual Report
Page No.ANNUAL REPORT
PAGE NO.
-------------
Consolidated Balance SheetSheets at December 31,
20012002 and December 31, 2000 232001 33
Consolidated StatementStatements of Income for each of the
three years in the period ended December 31, 2001 222002 32
Consolidated StatementStatements of Cash Flows for each of the
three years in the period ended December 31, 2001 242002 34
Consolidated StatementStatements of Stockholders' Equity for
each of the three years in the period ended
December 31, 2001 252002 35
Notes to Consolidated Financial Statements 26-4336-52
Report of Independent Auditors 4453
2. Financial Statement Schedules filed as part of this report pursuant to
Item 8 of this report:
Schedule FormSCHEDULE FORM 10-K
Number Page No.NUMBER PAGE NO.
-------- ---------
II Valuation and Qualifying Accounts 1619
The financial statement schedule should be read in conjunction
with the consolidated financial statements and notes thereto in the
Unisys 20012002 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
12
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 1720 through 19.22.
Management contracts and compensatory plans and arrangements are listed as
Exhibits 10.1 through 10.16.
12
10.19.
(b) Reports on Form 8-K.
During the quarter ended December 31, 2001,2002, Unisys filed ano Current ReportReports
on Form 8-K, dated December 14, 2001, to report under Items 5 and 7 of such
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 15, 200218, 2003 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 15, 2002.18, 2003.
/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 *Denise K. Fletcher
- ------------------------------ ------------------------------------------------ -------------------
Janet Brutschea Haugen Denise K. Fletcher
Senior Vice President Director
and Chief Financial Officer
(principal financial and *Gail D. Fosler
accounting
officer) ---------------------
Gail D. Fosler
/s/ Carol S. Sabochick Director
- ---------------------------
Carol S. Sabochick *Melvin R. Goodes
Vice President and ---------------------
Corporate Controller Melvin R. Goodes
(principal accounting officer) Director
*J. P. Bolduc *Edwin A. Huston
- ------------------------------ *Melvin R. Goodes----------------------- ---------------------
J. P. Bolduc ---------------------Edwin A. Huston
Director Melvin R. Goodes Director
*Kenneth A. Macke - ------------------------------ *Edwin A. Huston
Kenneth A. Macke ---------------------
Director Edwin A. Huston
Director
*Theodore E. Martin
- --------------------------------------------------- ---------------------
Kenneth A. Macke Theodore E. Martin
Director 14
Director
*By:/s/ Lawrence A. Weinbach
---------------------------
Lawrence A. Weinbach
Attorney-in-Fact
14
CERTIFICATION
I, Lawrence A. Weinbach, certify that:
1. I have reviewed this annual report on Form 10-K of Unisys Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
15
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: February 18, 2003 /s/ Lawrence A. Weinbach
---------------------------
Name: Lawrence A. Weinbach
Title: Chairman, President and Chief
Executive Officer
16
CERTIFICATION
I, Janet Brutschea Haugen, certify that:
1. I have reviewed this annual report on Form 10-K of Unisys Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation,
17
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: February 18, 2003 /s/ Janet Brutschea Haugen
--------------------------
Name: Janet Brutschea Haugen
Title: Senior Vice President and Chief
Financial Officer
18
UNISYS CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Millions)
Additions
Balance at Charged Balance
Beginning to Costs at End
Description of Period and Expenses Deductions (1) of Period
- -----------------------------------------------------------------------------------------------------------------------------------------------------------
Allowance for
Doubtful Accounts
(deducted from
accounts and notes
receivable):
Year Ended
December 31, 1999 $51.2 $13.6 $(13.0) $51.8
Year Ended
December 31, 2000 $51.8$ 51.8 $ 8.2 $(11.7) $48.3$ (11.7) $ 48.3
Year Ended
December 31, 2001 $48.3 $23.6 $(21.3) $50.6$ 48.3 $ 23.6 $ (21.3) $ 50.6
Year Ended
December 31, 2002 $ 50.6 $ 23.9 $ (12.7) $ 61.8
(1) Write-off of bad debts less recoveries.
1619
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
3.3 to the registrant's Annual Report on Form 10-K for the year
ended December 31, 2001)
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)
4.4 Amendment No. 2, dated as of December 7, 2000, to Rights Agreement
(incorporated by reference to Exhibit 4 to the registrant's Current
Report on Form 8-K dated December 7, 2000)
10.1 Unisys Corporation Deferred Compensation Plan as amended and
restated effective September 22, 2000 (incorporated by reference to
Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000)
10.2 Deferred Compensation Plan for Directors of Unisys Corporation, as
amended and restated effective September 22, 2000 (incorporated by
reference to Exhibit 10.4 to the registrant's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2000)
10.3 Unisys Corporation Director Stock Unit Plan, as amended and
restated, effective September 22, 2000 (incorporated by reference to
Exhibit 10.5 to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000)
1720
10.4 Unisys Directors Stock Option Plan, as amended and restated
effective September 22, 2000 (incorporated by reference to Exhibit
10.2 to the registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000)
10.5 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)
10.6 1990 Unisys Long-Term Incentive Plan, as amended and restated
effective September 22, 2000 (incorporated by reference to Exhibit
10.1 to the registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000)
10.7 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)
10.8 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)
10.9 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)
10.10 Employment Agreement, dated September 23, 1997,April 25, 2002 between the registrant
and Lawrence A. Weinbach (incorporated by reference to Exhibit 10 to
the registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002)
10.11 Amendment dated July 25, 2002, to Employment Agreement 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 SeptemberJune 30, 1997)
10.11 Employment2002)
10.12 Letter Agreement, dated as of November 19, 1999, by andJune 3, 2002, between Unisys Corporation and
Joseph W. McGrath (incorporated by reference to Exhibit 10.2410.1 to the
registrant's AnnualQuarterly Report on Form 10-K10-Q for the yearquarterly period
ended December 31, 1999)
10.12June 30, 2002)
10.13 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)
10.1321
10.14 Amendment 2001-1 to the Unisys Corporation Supplemental Executive
Retirement Income Plan 10.14(incorporated by reference to Exhibit 10.13
to the registrant's Annual Report on Form 10-K for the year ended
December 31, 2001)
10.15 Summary of supplemental executive benefits provided to officers of
Unisys Corporation 18
10.15(incorporated by reference to Exhibit 10.14 to
the registrant's Annual Report on Form 10-K for the year ended
December 31, 2001)
10.16 Unisys Corporation Elected Officer Pension Plan, as amended through
July 19, 2001 10.16 Agreement dated November 14, 2001 between(incorporated by reference to Exhibit 10.15 to the
registrant's Annual Report on Form 10-K for the year ended December
31, 2001)
10.17 Unisys Corporation 2002 Stock Option Plan
10.18 Unisys Corporation Employee Stock Purchase Plan, as amended and
Jack A. Blainerestated July 1, 2001
10.19 Unisys Corporation Savings Plan, amended and restated effective
January 1, 2002
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, 20012002
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Power of Attorney
1922