SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
[_] 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 (I.R.S. Employer
of 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
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 [_]
Number of shares of Common Stock outstanding as of March 31, 2002:
321,841,723.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(Millions)
March 31, December 31,
2002 2001
--------- ------------
Assets
- ------
Current assets
Cash and cash equivalents $ 283.3 $ 325.9
Accounts and notes receivable, net 936.0 1,093.7
Inventories
Parts and finished equipment 200.4 201.6
Work in process and materials 113.2 144.2
Deferred income taxes 344.1 342.6
Other current assets 110.0 96.1
-------- --------
Total 1,987.0 2,204.1
-------- --------
Properties 1,451.5 1,445.0
Less-Accumulated depreciation 914.2 910.8
-------- --------
Properties, net 537.3 534.2
-------- --------
Investments at equity 212.1 212.3
Marketable software, net 294.6 287.9
Prepaid pension cost 1,267.8 1,221.0
Deferred income taxes 747.8 747.8
Goodwill 159.3 159.0
Other long-term assets 409.0 402.8
-------- --------
Total $5,614.9 $5,769.1
======== ========
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities
Notes payable $ 94.7 $ 78.9
Current maturities of long-term debt 1.8 2.2
Accounts payable 555.3 694.9
Other accrued liabilities 1,259.2 1,312.5
Income taxes payable 228.8 234.6
-------- --------
Total 2,139.8 2,323.1
-------- --------
Long-term debt 745.5 745.0
Other long-term liabilities 565.4 588.3
Stockholders' equity
Common stock, shares issued: 2002, 323.8;
2001, 322.5 3.2 3.2
Accumulated deficit (863.8) (896.5)
Other capital 3,725.0 3,712.8
Accumulated other comprehensive loss (700.2) (706.8)
-------- --------
Stockholders' equity 2,164.2 2,112.7
-------- --------
Total $5,614.9 $5,769.1
======== ========
See notes to consolidated financial statements.
2
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Millions, except per share data)
Three Months Ended March 31
---------------------------
2002 2001
-------- --------
Revenue $1,362.5 $1,623.8
-------- --------
Costs and expenses
Cost of revenue 973.2 1,196.2
Selling, general and administrative 245.4 245.3
Research and development expenses 65.1 76.0
-------- --------
1,283.7 1,517.5
-------- --------
Operating income 78.8 106.3
Interest expense 17.5 15.9
Other income (expense), net (12.4) 13.0
-------- --------
Income before income taxes 48.9 103.4
Provision for income taxes 16.2 34.1
-------- --------
Net income $ 32.7 $ 69.3
======== ========
Earnings per share
Basic $ .10 $ .22
======== ========
Diluted $ .10 $ .22
======== ========
See notes to consolidated financial statements.
3
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Millions)
Three Months Ended
March 31
------------------
2002 2001
------- -------
Cash flows from operating activities
Net income $ 32.7 $ 69.3
Add(deduct) items to reconcile net income
to net cash provided by operating activities:
Depreciation 36.0 33.3
Amortization:
Marketable software 29.7 30.4
Deferred outsourcing contract costs 3.9 1.8
Goodwill - 4.2
(Increase) in deferred income taxes, net (1.5) (2.0)
Decrease in receivables, net 147.6 20.9
Decrease(increase) in inventories 32.2 (14.8)
(Decrease) in accounts payable and
other accrued liabilities (199.0) (241.2)
(Decrease) increase in income taxes payable (5.8) 11.1
Decrease (increase) in other liabilities (19.5) 197.4
(Increase) in other assets (80.6) (91.1)
Other 33.9 4.5
------- ------
Net cash provided by operating activities 9.6 23.8
------- ------
Cash flows from investing activities
Proceeds from investments 701.7 420.0
Purchases of investments (699.1) (415.3)
Investment in marketable software (36.3) (34.8)
Capital additions of properties (39.4) (31.6)
------- ------
Net cash used for investing activities (73.1) (61.7)
------- -------
Cash flows from financing activities
Net proceeds from (reduction in) short-term
borrowings 15.9 (29.5)
Proceeds from employee stock plans 7.4 9.2
Payments of long-term debt (.5) (.3)
------- -------
Net cash provided by (used for) financing
activities 22.8 (20.6)
------- -------
Effect of exchange rate changes on
cash and cash equivalents (1.9) 6.5
------- -------
Decrease in cash and cash equivalents (42.6) (52.0)
Cash and cash equivalents, beginning of period 325.9 378.0
------- -------
Cash and cash equivalents, end of period $ 283.3 $ 326.0
======= =======
See notes to consolidated financial statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the financial information furnished herein
reflects all adjustments necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim periods
specified. These adjustments consist only of normal recurring accruals. Because
of seasonal and other factors, results for interim periods are not necessarily
indicative of the results to be expected for the full year.
a. The following table shows how earnings per share were computed for the three
months ended March 31, 2002 and 2001 (dollars in millions, shares in
thousands):
Three Months Ended March 31,
----------------------------
2002 2001
----------- ----------
Basic Earnings Per Share
Net income $ 32.7 $ 69.3
========= =========
Weighted average shares 321,469 316,309
========= =========
Basic earnings per share $ .10 $ .22
========= =========
Diluted Earnings Per Share
Net income $ 32.7 $ 69.3
========= =========
Weighted average shares 321,469 316,309
Plus incremental shares from assumed
conversions of employee stock plans 1,838 2,720
--------- ---------
Adjusted weighted average shares 323,307 319,029
========= =========
Diluted earnings per share $ .10 $ .22
========= =========
During the three months ended March 31, 2002, 22.0 million shares related to
employee stock plans were not included in the computation of diluted
earnings per share because to do so would have been antidilutive.
b. Effective January 1, 2002, the company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually for impairment in accordance with this statement. Accordingly, the
company has ceased amortization of all goodwill as of January 1, 2002. During
the first quarter of 2002, the company completed the transitional impairment
test of goodwill, which indicated that the company's goodwill was not
impaired. During the three months ended March 31, 2002, there were no
material changes to goodwill as a result of acquisitions, impairment losses,
or disposals. Goodwill as of March 31, 2002 was allocated by segment as
follows: technology - $117 million; services - $42 million.
The company's net income and earnings per share for the three months ended
March 31, 2002 and 2001 adjusted to exclude goodwill amortization was as
follows (in millions of dollars, except per share amounts):
Three Months Ended March 31,
----------------------------
2002 2001
---- ----
Reported net income $ 32.7 $ 69.3
Add back goodwill amortization,
net of tax - 3.5
------ ------
Adjusted net income $ 32.7 $ 72.8
====== ======
Basic and diluted earnings per share
as reported $ .10 $ .22
Goodwill amortization - .01
------ ------
As adjusted $ .10 $ .23
====== ======
5
c. A summary of the company's operations by business segment for the three-month
periods ended March 31, 2002 and 2001 is presented below (in millions of
dollars):
Total Corporate Services Technology
Three Months Ended
March 31, 2002
------------------
Customer revenue $1,362.5 $1,049.2 $313.3
Intersegment $( 80.7) 11.5 69.2
-------- ------- -------- ------
Total revenue $1,362.5 $( 80.7) $1,060.7 $382.5
======== ======= ======== ======
Operating income(loss) $ 78.8 $( 3.1) $ 52.4 $ 29.5
======== ======= ======== ======
Three Months Ended
March 31, 2001
------------------
Customer revenue $1,623.8 $1,175.7 $448.1
Intersegment $( 82.1) 13.3 68.8
-------- -------- -------- ------
Total revenue $1,623.8 $( 82.1) $1,189.0 $516.9
======== ======== ======== ======
Operating income(loss) $ 106.3 $( 9.3) $ 27.1 $ 88.5
======== ======= ======== ======
Presented below is a reconciliation of total business segment operating
income to consolidated income before taxes (in millions of dollars):
Three Months Ended March 31
---------------------------
2002 2001
---- ----
Total segment operating income $ 81.9 $115.6
Interest expense (17.5) (15.9)
Other income (expense), net (12.4) 13.0
Corporate and eliminations ( 3.1) ( 9.3)
------ ------
Total income before income taxes $ 48.9 $103.4
====== ======
d. Comprehensive income for the three months ended March 31, 2002 and 2001
includes the following components (in millions of dollars):
2002 2001
---- ----
Net income $ 32.7 $ 69.3
Other comprehensive income (loss)
Cumulative effect of change in accounting
principle (SFAS No. 133), net of tax of $1.8 - 3.3
Cash flow hedges
Income (loss), net tax of $1.1 and $3.7 2.0 6.9
Reclassification adjustments, net of tax
of $(1.8)and $(1.3) (3.5) (2.6)
Foreign currency translation adjustments,
net of tax of $- and $(1.7) 8.1 (1.5)
------ ------
Total other comprehensive income 6.6 6.1
------ ------
Comprehensive income $ 39.3 $ 75.4
====== ======
6
Accumulated other comprehensive income (loss) as of December 31, 2001 and
March 31, 2002 is as follows (in millions of dollars):
Cash
Translation Flow
Total Adjustments Hedges
----- ----------- ------
Balance at December 31, 2000 $(643.7) $(643.7) $ -
Current-period change ( 63.1) ( 67.5) 4.4
------- ------- ------
Balance at December 31, 2001 (706.8) (711.2) 4.4
Current-period change 6.6 8.1 ( 1.5)
------- ------- ------
Balance at March 31, 2002 $(700.2) $(703.1) $ 2.9
======= ======= ======
e. The amount credited to stockholders' equity for the income tax benefit
related to the company's stock plans for the three months ended March 31,
2002 and 2001 was $2.0 million and $2.4 million, respectively. The company
expects to realize these tax benefits on future Federal income tax returns.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
- ---------------------
For the three months ended March 31, 2002, the company reported net income of
$32.7 million, or $.10 per diluted share, compared to $69.3 million, or $.22 per
diluted share, for the three months ended March 31, 2001.
Total revenue for the quarter ended March 31, 2002 was $1.36 billion, down 16%
from revenue of $1.62 billion for the quarter ended March 31, 2001. The decrease
in revenue was principally due to declines in networks services revenue,
reflecting the reduction of low-margin commodity hardware sales as part of
network services projects in the year-ago period, and lower technology sales.
Excluding the negative impact of foreign currency translations, revenue in the
quarter was down 14% when compared to the year-ago period.
U.S. revenue declined 17% in the first quarter compared to the year-ago period
and revenue in international markets decreased 15% driven by double-digit
declines in Japan, Latin America and Europe.
Total gross profit was 28.6% in the first quarter of 2002 compared to 26.3% in
the year-ago period, principally reflecting improvements in the services
business and a lower mix of low-margin commodity hardware sales.
For the three months ended March 31, 2002, selling, general and administrative
expenses were $245.4 million (18.0% of revenue) compared to $245.3 million(15.1%
of revenue) for the three months ended March 31, 2001. Research and development
expense was $65.1 million compared to $76.0 million a year earlier.
For the first quarter of 2002, the company reported an operating income percent
of 5.8% compared to 6.5% for the first quarter of 2001, reflecting lower revenue
volume.
Information by business segment is presented below (in millions):
Elimi-
Total nations Services Technology
------- ------- -------- ----------
Three Months Ended
March 31, 2002
- ------------------
Customer revenue $1,362.5 $1,049.2 $313.3
Intersegment $( 80.7) 11.5 69.2
-------- ------- -------- ------
Total revenue $1,362.5 $( 80.7) $1,060.7 $382.5
======== ======= ======== ======
Gross profit percent 28.6% 21.7% 42.5%
======== ======== ======
Operating income
percent 5.8% 4.9% 7.7%
======== ======== ======
Three Months Ended
March 31, 2001
- ------------------
Customer revenue $1,623.8 $1,175.7 $448.1
Intersegment $( 82.1) 13.3 68.8
-------- ------- -------- ------
Total revenue $1,623.8 $( 82.1) $1,189.0 $516.9
======== ======= ======== ======
Gross profit percent 26.3% 18.2% 43.0%
======== ======== ======
Operating income
percent 6.5% 2.3% 17.1%
======== ======== ======
8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
In the Services segment, customer revenue was $1.05 billion, down 11% from $1.18
billion in the year-ago period, as an increase in outsourcing and systems
integration was more than offset by declines in network services and proprietary
maintenance. The decline in network services revenue was principally due to the
reduction of low-margin commodity hardware sales as part of network services
projects in the year-ago period. The gross profit percent increased to 21.7% in
the current quarter compared to 18.2% in the prior period, reflecting the
company's focus on higher-margin opportunities and the effects of cost reduction
actions. Operating income percent increased to 4.9% in the current quarter from
2.3% last year, principally due to the gross margin increase.
In the Technology segment, customer revenue declined 30% to $313 million in the
first quarter of 2002 from $448 million in the prior-year period, principally
reflecting a weak market environment for high-end servers as well as weakness in
the company's Japanese business and lower specialized technology revenue in the
quarter, partly reflecting lower semiconductor test equipment sales, which had
benefited from initial shipments of this new technology in the year-ago period.
The gross profit percent was 42.5% in the current quarter compared to 43.0% in
the prior period. Operating profit in this segment declined to 7.7% in the
current quarter from 17.1% in 2001, primarily reflecting lower sales volume.
Interest expense for the three months ended March 31, 2002 was $17.5 million
compared to $15.9 million for the three months ended March 31, 2001.
Other income (expense), net was an expense of $12.4 million in the current
quarter compared to income of $13.0 million in the year-ago quarter. The
decrease was principally due to foreign exchange losses in the current period
compared to gains in the year-ago period. In the June 2002 quarter, other income
(expense), net will include a charge of approximately $20 million relating to
the company's share of an early retirement charge recorded by Nihon Unisys, Ltd.
("NUL"). The company owns approximately 28% of the common stock of NUL and
accounts for its investment by the equity method.
Income before income taxes was $48.9 million in the first quarter of 2002
compared to $103.4 million last year. The provision for income taxes was $16.2
million in the current period compared to $34.1 million in the year-ago period.
The effective tax rate in both periods was 33%.
Financial Condition
- -------------------
Cash and cash equivalents at March 31, 2002 were $283.3 million compared to
$325.9 million at December 31, 2001.
During the three months ended March 31, 2002, cash provided by operations was
$9.6 million compared to $23.8 million for the three months ended March 31,
2001, principally reflecting lower net income and an increase in cash
expenditures related to prior-year restructuring charges. Cash expenditures in
the current quarter related to prior-year restructuring charges (which are
included in operating activities) were approximately $35 million compared to $12
million for the prior-year quarter, and are expected to be approximately $87
million for the remainder of 2002 and $40 million in total for all subsequent
years, principally for work-force reductions and facility costs. Personnel
reductions in the current quarter related to these restructuring actions were
approximately 600 and are expected to be approximately 1,200 for the remainder
of the year.
Cash used for investing activities for the three months ended March 31, 2002 was
$73.1 million compared to $61.7 million during the three months ended March 31,
2001, principally due to an increase in capital expenditures related to the
outsourcing business.
Cash provided by financing activities during the current quarter was $22.8
million compared to cash used of $20.6 million in the prior year. The change was
principally due to an increase in short-term borrowings in the current quarter
compared to a decrease in the prior-year quarter.
At March 31, 2002, total debt was $842.0 million, an increase of $15.9 million
from December 31, 2001.
9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
In March 2001, the company entered into a three-year $450 million credit
agreement. As of March 31, 2002, there were no borrowings under this facility.
Borrowings under the agreement bear interest based on the then current LIBOR or
prime rates and the company's credit rating. The credit agreement contains
financial and other covenants, including maintenance of certain financial
ratios, a minimum level of net worth and limitations on certain types of
transactions, which could reduce the amount the company is able to borrow.
Events of default under the credit agreement include failure to perform
covenants, material adverse change, change of control and default under other
debt aggregating at least $25 million. If an event of default were to occur
under the credit agreement, the lenders would be entitled to declare all amounts
borrowed under it immediately due and payable. The occurrence of an event of
default under the credit agreement could also cause the acceleration of
obligations under certain other agreements and the termination of the company's
U.S. trade accounts receivable facility described below.
In addition, the company has access to certain uncommitted lines of credit from
U.S. banks, and certain international subsidiaries maintain short-term credit
arrangements with banks in accordance with local customary practice. Other
sources of short-term funding are operational cash flows, including customer
prepayments, and the company's U.S. trade accounts receivable facility. Using
this facility, the company sells, on an on-going basis, up to $225 million of
its eligible U.S. trade accounts receivable through a wholly owned subsidiary,
Unisys Funding Corporation I. At March 31, 2002, receivables of $195 million
were sold and therefore removed from the accompanying consolidated balance
sheet. The facility is renewable annually at the purchasers' option and expires
in December 2003.
At March 31, 2002, the company has met all of the covenants and conditions under
its various lending and funding agreements. Since the company believes that it
will continue to meet these covenants and conditions, the company believes that
it has adequate sources and availability of short-term funding to meet its
expected cash requirements.
The company may, from time to time, redeem, tender for, or repurchase its debt
securities in the open market or in privately negotiated transactions depending
upon availability, market conditions and other factors.
The company has on file with the Securities and Exchange Commission an effective
registration statement covering $1.5 billion of debt or equity securities, which
enables the company to be prepared for future market opportunities.
At March 31, 2002, the company had deferred tax assets in excess of deferred tax
liabilities of $1,376 million. For the reasons cited below, management
determined that it is more likely than not that $1,036 million of such assets
will be realized, therefore resulting in a valuation allowance of $340 million.
The company evaluates quarterly the realizability of its deferred tax assets and
adjusts the amount of the related valuation allowance, if necessary. The factors
used to assess the likelihood of realization are the company's forecast of
future taxable income, and available tax planning strategies that could be
implemented to realize deferred tax assets. Approximately $3.2 billion of future
taxable income (predominantly U.S.) is needed to realize all of the net deferred
tax assets. Failure to achieve forecasted taxable income might affect the
ultimate realization of the net deferred tax assets. See "Factors that may
affect future results" below.
Stockholders' equity increased $51.5 million during the three months ended March
31, 2002, principally reflecting net income of $32.7 million, $10.2 million for
issuance of stock under stock option and other plans, $2.0 million of tax
benefits related to employee stock plans and currency translation of $8.1
million.
10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
Factors That May Affect Future Results
- --------------------------------------
From time to time, the company provides information containing "forward-looking"
statements, as defined in the Private Securities Litigation Reform Act of 1995.
All forward-looking statements rely on assumptions and are subject to risks,
uncertainties and other factors that could cause the company's actual results to
differ materially from expectations. These other factors include, but are not
limited to, those discussed below.
The company's business is affected by changes in general economic and business
conditions. It also could be affected by acts of war, terrorism or natural
disasters. During 2001, the company faced a very challenging economic
environment, compounded by the terrorist attacks of September 11. In this
environment, many organizations delayed planned purchases of information
technology products and services. For the company, this was particularly the
case in several of its key markets: airlines and travel, financial services and
communications, with the impact most pronounced for the company in high-end
enterprise servers and in systems integration and consulting projects. If the
level of demand for the company's products and services does not increase or if
it declines in the future, the company's business could be adversely affected.
The information services and technology markets in which the company operates
include a large number of companies vying for customers and market share both
domestically and internationally. The company's competitors include computer
hardware manufacturers, software providers, systems integrators, consulting and
other professional services firms, outsourcing providers, and network services
providers. Some of the company's competitors may develop competing products and
services that offer better price-performance or that reach the market in advance
of the company's offerings. Some competitors also have or may develop greater
financial and other resources than the company, with enhanced ability to compete
for market share generally, in some instances through significant economic
incentives to secure contracts. Some may also be better able to compete for
skilled professionals. Any of this could have an adverse effect on the company's
business. Future results will depend on the company's ability to mitigate the
effects of aggressive competition on revenues, pricing and margins and on the
company's ability to attract and retain talented people.
The company operates in a highly volatile industry characterized by rapid
technological change, evolving technology standards, and short product
life-cycles and continually changing customer demand patterns. Future success
will depend in part on the company's ability to anticipate and respond to these
market trends and to design, develop, introduce, deliver, or obtain new and
innovative products and services on a timely and cost-effective basis. The
company may not be successful in anticipating or responding to changes in
technology, industry standards or customer preferences, and the market may not
demand or accept its services and product offerings. In addition, products and
services developed by competitors may make the company's offerings less
competitive.
The company's future results will depend in part on its ability to accelerate
growth in outsourcing and managed services. The company's outsourcing contracts
are multi-year engagements under which the company takes over management of a
client's technology operations, business processes or networks. The company will
need to maintain a strong financial position in order to grow its outsourcing
business. In a number of these arrangements, the company hires certain of its
clients' employees and may become responsible for the related employee
obligations, such as pension and severance commitments. In addition, system
development activity on outsourcing contracts may require the company to make
significant up-front investments. As long-term relationships, these outsourcing
contracts provide a base of recurring revenue. However, in the early phases of
these contracts, gross margins may be lower than in later years when the work
force and facilities have been rationalized for efficient operations and an
integrated systems solution has been implemented.
Future results will also depend in part on the company's ability to drive
profitable growth in systems integration and consulting. The company's systems
integration and consulting business has been adversely affected by the recent
economic slowdown. In this economic environment, customers have been delaying
systems integration projects. The company's ability to grow profitably in this
11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
business will depend in part on an improvement in economic conditions and a
pick-up in demand for systems integration projects. It will also depend on the
success of the actions the company has taken to enhance the skills base and
management team in this business and to refocus the business on integrating
best-of-breed, standards-based solutions to solve client needs. In addition,
profit margins in this business are largely a function of the rates the company
is able to charge for services and the chargeability of its professionals. If
the company is not able to maintain the rates it charges or appropriate
chargeability for its professionals, profit margins will suffer. The rates the
company is able to charge for services are affected by a number of factors,
including: clients perception of the company's ability to add value through its
services; introduction of new services or products by the company or its
competitors; pricing policies of competitors; and general economic conditions.
Chargeability is also affected by a number of factors, including: the company's
ability to transition employees from completed projects to new engagements; and
its ability to forecast demand for services and thereby maintain an appropriate
head count.
Future results will also depend in part on market acceptance of the company's
high-end enterprise servers. In its technology business, the company is focusing
its resources on high-end enterprise servers based on its Cellular
MultiProcessing (CMP) architecture. The company's CMP servers are designed to
provide mainframe-class capabilities with compelling price-performance by making
use of standards-based technologies such as Intel chips and Microsoft operating
system software. In recent months the company has transitioned both its legacy
ClearPath servers and its Intel-based ES7000s to the CMP platform, creating a
common platform for all the company's high-end server lines. Future results will
depend, in part, on customer acceptance of the new CMP-based ClearPath Plus
systems and the company's ability to maintain its installed base for ClearPath,
which continues to provide the majority of operating profit in the company's
technology business. In addition, future results will depend, in part, on the
company's ability to generate new customers and accelerate sales of the
lower-margin Intel-based ES7000 line. The company believes there is significant
growth potential in the developing market for high-end Intel-based servers
running Microsoft operating system software. However, competition in this new
market is likely to intensify in coming years, and the company's ability to
succeed will depend on its ability to compete effectively against enterprise
server competitors with more substantial resources and its ability to achieve
market acceptance of the ES7000 technology by clients, systems integrators, and
independent software vendors.
A number of the company's long-term contracts are for network services,
outsourcing, help desk and similar services do not provide for minimum
transaction volumes. As a result, revenue levels are not guaranteed. In
addition, some of these contracts may permit termination or may impose other
penalties if the company does not meet the performance levels specified in the
contracts.
Some of the company's systems integration contracts are fixed-priced contracts
under which the company assumes the risk for delivery of the contracted services
and products at an agreed-upon fixed price. At times the company has experienced
problems in performing some of these fixed-price contracts on a profitable basis
and has provided periodically for adjustments to the estimated cost to complete
them. Future results will depend on the company's ability to perform these
services contracts profitably.
The company frequently enters into contracts with governmental entities. Risks
and uncertainties associated with these government contracts include the
availability of appropriated funds and contractual provisions that allow
governmental entities to terminate agreements at their discretion before the end
of their terms.
The success of the company's business is dependent on strong, long-term client
relationships and on its reputation for responsiveness and quality. As a result,
if a client is not satisfied with the company's services or products, its
reputation could be damaged and its business adversely affected. In addition, if
the company fails to meet its contractual obligations, it could be subject to
legal liability, which could adversely affect its business, operating results
and financial condition.
12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
The company has commercial relationships with suppliers, channel partners and
other parties that have complementary products, services or skills. Future
results will depend in part on the performance and capabilities of these third
parties, on the ability of external suppliers to deliver components at
reasonable prices and in a timely manner, and on the financial condition of, and
the company's relationship with, distributors and other indirect channel
partners.
Approximately 58% of the company's total revenue derives from international
operations. The risks of doing business internationally include foreign currency
exchange rate fluctuations, changes in political or economic conditions, trade
protection measures, import or export licensing requirements, multiple and
possibly overlapping and conflicting tax laws, and weaker intellectual property
protections in some jurisdictions.
The company cannot be sure that its services and products do not infringe on the
intellectual property rights of third parties, and it may have infringement
claims asserted against it or against its clients. These claims could cost the
company money, prevent it from offering some services or products, or damage its
reputation.
13
Part II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
See Exhibit Index
(b) Reports on Form 8-K
During the quarter ended March 31, 2002, the company filed no Current
Reports on Form 8-K.
SIGNATURES
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Pursuant to the requirements 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
Date: April 26, 2002 By: /s/ Janet M. Brutschea Haugen
-----------------------------
Janet M. Brutschea Haugen
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Carol S. Sabochick
----------------------
Carol S. Sabochick
Vice President and
Corporate Controller
(Chief Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10 Employment Agreement, dated April 25, 2002, between Unisys Corporation
and Lawrence A. Weinbach
12 Statement of Computation of Ratio of Earnings to Fixed Charges