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, 2001.
[ ] 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, 2001:
316,696,470.
2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(Millions)
March 31, December 31,
2001 2000
----------- ------------
Assets
- ------
Current assets
Cash and cash equivalents $ 326.0 $ 378.0
Accounts and notes receivable, net 1,140.6 1,247.4
Inventories
Parts and finished equipment 242.5 249.4
Work in process and materials 197.7 176.1
Deferred income taxes 462.7 460.6
Other current assets 102.6 75.5
-------- --------
Total 2,472.1 2,587.0
-------- --------
Properties 1,576.1 1,584.1
Less-Accumulated depreciation 958.6 963.9
-------- --------
Properties, net 617.5 620.2
-------- --------
Investments at equity 225.8 225.8
Software, net of accumulated amortization 301.1 296.7
Prepaid pension cost 1,112.5 1,063.0
Deferred income taxes 583.6 583.6
Other assets 436.6 341.4
-------- --------
Total $5,749.2 $5,717.7
======== ========
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities
Notes payable $ 180.1 $ 209.5
Current maturities of long-term debt 15.7 16.8
Accounts payable 655.5 847.7
Other accrued liabilities 1,287.5 1,323.5
Income taxes payable 299.4 288.3
-------- --------
Total 2,438.2 2,685.8
-------- --------
Long-term debt 535.8 536.3
Other liabilities 498.7 309.5
Stockholders' equity
Common stock, shares issued: 2001, 318.6;
2000,317.3 3.2 3.2
Accumulated deficit ( 760.1) ( 829.4)
Other capital 3,671.0 3,656.0
Accumulated other comprehensive loss ( 637.6) ( 643.7)
-------- --------
Stockholders' equity 2,276.5 2,186.1
-------- --------
Total $5,749.2 $5,717.7
======== ========
See notes to consolidated financial statements.
3
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Millions, except per share data)
Three Months Ended March 31
---------------------------
2001 2000
-------- --------
Revenue $1,623.8 $1,668.7
-------- --------
Costs and expenses
Cost of revenue 1,196.2 1,129.4
Selling, general and administrative 245.3 281.5
Research and development expenses 76.0 82.1
-------- --------
1,517.5 1,493.0
-------- --------
Operating income 106.3 175.7
Interest expense 15.9 20.5
Other income (expense), net 13.0 6.2
-------- --------
Income before income taxes 103.4 161.4
Provision for income taxes 34.1 54.9
-------- --------
Net income $ 69.3 $ 106.5
======== ========
Earnings per share
Basic $ .22 $ .34
======== ========
Diluted $ .22 $ .34
======== ========
See notes to consolidated financial statements.
4
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Millions)
Three Months Ended
March 31
------------------
2001 2000
-------- --------
Cash flows from operating activities
Net income $ 69.3 $ 106.5
Add(deduct) items to reconcile net income
to net cash provided by (used for) operating
activities:
Depreciation 35.1 37.8
Amortization:
Marketable software 30.4 29.2
Goodwill 1.9 2.4
(Increase) in deferred income taxes, net ( 2.0) ( 2.9)
Decrease in receivables, net 20.9 72.7
(Increase) in inventories ( 14.8) ( 4.4)
(Decrease) in accounts payable and
other accrued liabilities (234.2) (246.1)
Increase in income taxes payable 11.1 6.4
Increase (decrease) in other liabilities 190.4 ( .2)
(Increase) in other assets ( 89.3) ( 46.5)
Other 5.0 2.2
------- ------
Net cash provided by (used for) operating
activities 23.8 ( 42.9)
------- ------
Cash flows from investing activities
Proceeds from investments 420.0 135.7
Purchases of investments (415.3) (128.5)
Investment in marketable software ( 34.8) ( 34.3)
Capital additions of properties ( 31.6) ( 38.2)
Proceeds from sales of properties 7.8
Purchases of businesses ( 3.8)
------- ------
Net cash (used for) investing activities ( 61.7) ( 61.3)
------- ------
Cash flows from financing activities
Net (reduction in) proceeds from short-term
borrowings ( 29.5) 25.2
Proceeds from employee stock plans 9.2 17.0
Payments of long-term debt ( .3) ( 2.9)
------- ------
Net cash (used for) provided by financing
activities ( 20.6) 39.3
------- ------
Effect of exchange rate changes on
cash and cash equivalents 6.5 ( 1.7)
------- ------
Decrease in cash and cash equivalents ( 52.0) ( 66.6)
Cash and cash equivalents, beginning of period 378.0 464.0
------- -------
Cash and cash equivalents, end of period $ 326.0 $ 397.4
======= =======
See notes to consolidated financial statements.
5
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, 2001 and 2000 (dollars in millions, shares
in thousands):
Three Months Ended March 31,
----------------------------
2001 2000
----------- -----------
Basic Earnings Per Share
Net income $ 69.3 $ 106.5
=========== ===========
Weighted average shares 316,309,119 311,160,698
=========== ===========
Basic earnings per share $ .22 $ .34
=========== ===========
Diluted Earnings Per Share
Net income $ 69.3 $ 106.5
=========== ===========
Weighted average shares 316,309,119 311,160,698
Plus incremental shares from assumed
conversions of employee stock plans 2,720,156 5,918,972
----------- -----------
Adjusted weighted average shares 319,029,275 317,079,670
=========== ===========
Diluted earnings per share $ .22 $ .34
=========== ===========
During the three months ended March 31, 2001, 23.8 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, 2001, the company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133 "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting
and reporting standards for derivative instruments and hedging activities.
SFAS No. 133 requires a company to recognize all derivatives as either assets
or liabilities in the statement of financial position and measure those
instruments at fair value. Derivatives that are not hedges must be adjusted
to fair value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives are either
offset against the change in fair value of assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of
a derivative's change in fair value will be immediately recognized in
earnings. The cumulative effect of the change in accounting principle due to
the adoption of SFAS NO. 133 resulted in the recognition of income of $3.3
million (net of $1.8 million of tax) in other comprehensive income.
6
During the three months ended March 31, 2001, the amount recorded in
earnings (a) related to cash flow hedge ineffectiveness and (b) as a result
of the discontinuance of cash flow hedges because it is probable that the
original transactions will not occur by the end of the originally specified
period, was immaterial. In assessing hedge effectiveness, the company
excludes forward exchange contract points and the change in time value
related to purchased foreign currency option contracts.
The company generally enters into cash flow hedge contracts for periods
ranging from three months to one year. The amount reported in accumulated
other comprehensive income related to cash flow hedges is expected to be
reclassified into earnings during the above period of time as the
transactions being hedged are recorded.
c. A summary of the company's operations by business segment for the three-month
periods ended March 31, 2001 and 2000 is presented below
(in millions of dollars):
Total Corporate Services Technology
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
======== ======= ======== ======
Three Months Ended
March 31, 2000
------------------
Customer revenue $1,668.7 $1,125.0 $543.7
Intersegment $(124.1) 11.0 113.1
-------- ------- -------- ------
Total revenue $1,668.7 $(124.1) $1,136.0 $656.8
======== ======= ======== ======
Operating income(loss) $ 175.7 $ 13.4 $ 19.1 $143.2
======== ======= ======== ======
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
---------------------------
2001 2000
---- ----
Total segment operating income $115.6 $162.3
Interest expense (15.9) (20.5)
Other income (expense), net 13.0 6.2
Corporate and eliminations ( 9.3) 13.4
------ ------
Total income before income taxes $103.4 $161.4
====== ======
7
d. Comprehensive income for the three months ended March 31, 2001 and
2000 includes the following components (in millions of dollars):
2001 2000
---- ----
Net income $ 69.3 $106.5
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 $3.7 6.9
Reclassification adjustments, net of tax
of $(1.3) (2.6)
Foreign currency translation adjustments,
net of tax of $(1.7) and $2.9 (1.5) 2.9
------ ------
Total other comprehensive income 6.1 2.9
------ ------
Comprehensive income $ 75.4 $109.4
====== ======
Accumulated other comprehensive income (loss) as of December 31, 2000 and
March 31, 2001 is as follows (in millions of dollars):
Cash
Translation Flow
Total Adjustments Hedges
----- ----------- ------
Balance at December 31, 1999 $(570.4) $(570.4) $ -
Current-period change ( 73.3) ( 73.3)
------- ------- ------
Balance as December 31, 2000 (643.7) (643.7) -
Current-period change 6.1 ( 1.5) 7.6
------- ------- ------
Balance at March 31, 2001 $(637.6) $(645.2) $ 7.6
======= ======= ======
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,
2001 and 2000 was $2.4 million and $3.0 million, respectively. The company
expects to realize these tax benefits on future Federal income tax returns.
8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Overview
- --------
During 2000, the company took actions to focus its resources on high-growth
markets; de-emphasize non-strategic, low-growth and low-margin businesses and
products; and reduce its cost structure in line with its more focused business
model. As part of these actions, the company de-emphasized low-margin
commodity products and explored strategic alternatives for its Federal
government business, including divestment. Based on weak market conditions,
the company has decided to retain its Federal government unit. The company is
taking aggressive actions to position its Federal business for profitable
growth by de-emphasizing the sale of commodity hardware, streamlining
infrastructure costs and expenses, and better integrating the unit within the
overall company business structure.
The following discussion of results of operations compare the results for the
first quarter of 2001 with both the as reported and pro forma results for the
first quarter of 2000. The pro forma results exclude de-emphasized low-margin
commodity hardware. For the three months ended March 31, 2000, financial
highlights on an as reported and on a pro forma basis are as follows (in
millions of dollars, except per share data):
Three Months Ended
March 31, 2000
----------------------
As Pro
Reported Forma
-------- -------
Revenue $1,668.7 $1,529.8
Cost of revenue 1,129.4 997.0
Gross profit % 32.3% 34.8%
S,G&A 281.5 274.4
S,G&A as a % of revenue 16.9% 17.9%
Operating income 175.7 178.3
Operating income as a % of revenue 10.5% 11.7%
Net income 106.5 107.4
Diluted earnings per share .34 .34
Results of Operations
- ---------------------
For the three months ended March 31, 2001, the company reported net income of
$69.3 million, or $.22 per diluted share, compared to $106.5 million, or $.34
per diluted share, for the three months ended March 31, 2000.
Total revenue for the quarter ended March 31, 2001 was $1.62 billion, down 3%
from revenue of $1.67 billion for the quarter ended March 31, 2000. The
decrease in revenue was principally due to lower sales of commodity products
(discussed above) and enterprise servers and declines in systems integration.
Excluding the negative impact of foreign currency translations, revenue in the
quarter was up 2% when compared to the year-ago period. When compared to pro
forma revenue of $1.53 billion for the first quarter of 2000, revenue for the
current quarter increased 6%. However, approximately 4-5 percentage points of
revenue growth was attributable to residual commodity hardware sales during the
first quarter of 2001.
Total gross profit was 26.3% in the first quarter of 2001 compared to 32.3% in
the year-ago period, principally due to a lower mix of higher-margin products
and services than in the year-ago quarter.
For the three months ended March 31, 2001, selling, general and administrative
expenses were $245.3 million (15.1% of revenue) compared to $281.5 million
(16.9% of revenue) for the three months ended March 31, 2000. Research and
development expense was $76.0 million compared to $82.1 million a year earlier.
The decrease in these expenses reflected the benefits of tight controls placed
on discretionary spending during the quarter as well as the benefits of the
restructuring actions announced in the fourth quarter of 2000. In both periods,
but principally in the year-ago period, selling, general and administrative
expense benefited from insurance cost reimbursements.
9
For the first quarter of 2001, the company reported an operating income percent
of 6.5% compared to 10.5% (11.7% on a pro forma basis) for the first quarter of
2000.
Information by business segment is presented below (in millions):
Elimi-
Total nations Services Technology
------- ------- -------- ----------
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%
======== ======== ======
Three Months Ended
March 31, 2000 - As Reported
- ----------------------------
Customer revenue $1,668.7 $1,125.0 $543.7
Intersegment $(124.1) 11.0 113.1
-------- ------- -------- ------
Total revenue $1,668.7 $(124.1) $1,136.0 $656.8
======== ======= ======== ======
Gross profit percent 32.3% 21.1% 46.3%
======== ======== ======
Operating income
percent 10.5% 1.7% 21.8%
======== ======== ======
Three Months Ended
March 31, 2000 - Pro Forma
- --------------------------
Customer revenue $1,529.8 $1,036.3 $493.5
Intersegment $(116.0) 16.5 99.5
-------- ------- -------- ------
Total revenue $1,529.8 $(116.0) $1,052.8 $593.0
======== ======= ======== ======
Gross profit percent 34.8% 22.4% 51.1%
======== ======== ======
Operating income
percent 11.7% 2.1% 25.0%
======== ======== ======
In the Services segment, customer revenue was $1.18 billion up 5% from $1.13
billion in the year-ago period, as an increase in network services and
outsourcing more than offset declines in systems integration and repeatable
solutions, proprietary maintenance and lower sales of commodity products. The
gross profit percent declined to 18.2% in the current quarter compared to 21.1%
in the prior period, principally reflecting underutilization of services
personnel (primarily in systems integration), the startup of large outsourcing
contracts, and a lower mix of higher-margin proprietary maintenance revenue in
the quarter. Operating income percent increased to 2.3% in the current quarter
from 1.7% last year, principally due to a decline in selling, general and
administrative expenses. Customer revenue in the Services segment increased 13%
in the current quarter from pro forma revenue in the year-ago quarter.
10
In the Technology segment, customer revenue declined 18% to $448 million in the
first quarter of 2001 from $544 million in the prior-year period, principally
due to declines in ClearPath enterprise server revenue and lower commodity
hardware sales. The gross profit percent was 43.0% in the current quarter
compared to 46.3% in the prior period, reflecting the lower mix of higher-margin
ClearPath server sales in the quarter. Operating profit in this segment
declined to 17.1% in the current quarter from 21.8% in 2000, principally due to
the gross profit decline. Customer revenue in the Technology segment declined
9% in the current period from pro forma revenue in the year-ago period.
Interest expense for the three months ended March 31, 2001 was $15.9 million
compared to $20.5 million for the three months ended March 31, 2000. The
decline was principally due to lower average borrowings.
Other income (expense), net, which can vary from quarter to quarter, was income
of $13.0 million in the current quarter compared to $6.2 million in the year-ago
quarter. The increase was principally due to foreign exchange gains in the
current period compared to losses in the year-ago period.
Income before income taxes was $103.4 million in the first quarter of 2001
compared to $161.4 million last year. The provision for income taxes was $34.1
million in the current period (33% effective rate)compared to $54.9 million in
the year-ago period (34% effective rate). The decline in the effective tax rate
was principally due to tax planning strategies.
In September 2000, the Financial Accounting Standards Board issued SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." This statement revises the accounting standards for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures. This statement is effective for transfers and
servicing of financial assets occurring after March 31, 2001. Adoption of SFAS
No. 140 will not have a material effect on the company's consolidated financial
position, consolidated results of operations, or liquidity.
Financial Condition
- -------------------
Cash and cash equivalents at March 31, 2001 were $326.0 million compared to
$378.0 million at December 31, 2000.
During the three months ended March 31, 2001, cash provided by operations was
$23.8 million compared to a cash usage of $42.9 million for the three months
ended March 31, 2000, principally reflecting an improvement in working capital
management, mainly a higher level of advance payments under long-term contracts.
Cash expenditures in the current quarter related to prior-year restructuring
charges (which are included in operating activities) were $12 million compared
to $11 million for the prior-year quarter, and are expected to be approximately
$46 million for the remainder of 2001 and $20 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 100 and are expected to be approximately 600 for the
remainder of the year.
Cash used for investing activities for the three months ended March 31, 2001 was
$61.7 million compared to $61.3 million during the three months ended March 31,
2000.
Cash used for financing activities during the current quarter was $20.6 million
compared to cash provided of $39.3 million in the prior year principally due to
a reduction in short-term borrowings in the current quarter.
At March 31, 2001, total debt was $731.6 million, a decrease of $31.0 million
from December 31, 2000.
In March 2001, the company entered into a new three-year $450 million unsecured
credit agreement which replaced the $400 million three-year facility that was to
expire in June 2001. As of March 31, 2001, there were no borrowings outstanding
under this agreement.
11
In April 2000, the company redeemed all of its $399.5 million outstanding
12% senior notes. The redemption was funded through a combination of cash and
short-term borrowings. In March 2000, the company entered into an additional
$150 million credit agreement expiring April 2001 for the purpose of funding
this redemption. As of March 31, 2001, $105.0 million was borrowed under this
agreement at a rate of 6.08%. On April 12, 2001, such amount was repaid at
maturity and the agreement expired.
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 $700 million of debt or equity securities, which
enables the company to be prepared for future market opportunities.
At March 31, 2001, the company had deferred tax assets in excess of deferred tax
liabilities of $1,301 million. For the reasons cited below, management
determined that it is more likely than not that $992 million of such assets will
be realized, therefore resulting in a valuation allowance of $309 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 $3.0 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 $90.4 million during the three months ended March
31, 2001, principally reflecting net income of $69.3 million, $12.7 million for
issuance of stock under stock option and other plans, $2.4 million of tax
benefits related to employee stock plans and currency translation of $6.1
million.
Conversion to the Euro Currency
- -------------------------------
On January 1, 1999, certain member countries of the European Union established
fixed conversion rates between their existing currencies and the European
Union's common currency (the "euro"). The transition period for the
introduction of the euro began on January 1, 1999. The company is addressing
the issues involved with the introduction of the euro. The more important
issues facing the company include converting information technology systems,
reassessing currency risk, and negotiating and amending agreements.
Based on progress to date, the company believes that the use of the euro will
not have a significant impact on the manner in which it conducts its business.
Accordingly, conversion to the euro is not expected to have a material effect on
the company's consolidated financial position, consolidated results of
operations, or liquidity.
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. In addition to changes in general
economic and business conditions and natural disasters, these include, but are
not limited to, the factors discussed below.
The company operates in an industry characterized by aggressive competition,
rapid technological change, evolving technology standards, and short product
life-cycles.
12
Future operating results will depend on the company's ability to design,
develop, introduce, deliver, or obtain new products and services on a timely and
cost-effective basis; the success of the actions taken to focus on higher
growth, higher-margin e-business opportunities; on its ability to effectively
manage the shift in its technology business into higher growth, standards-based
server products; on its ability to mitigate the effects of competitive pressures
and volatility in the information technology and services industry on revenues,
pricing and margins; and on its ability to successfully attract and retain
highly skilled people. In addition, future operating results could be impacted
by market demand for and acceptance of the company's service and product
offerings.
Certain of the company's systems integration contracts are fixed-price contracts
under which the company assumes the risk for delivery of the contracted services
at an agreed-upon price. Future results will depend on the company's ability to
profitably perform these services contracts and bid and obtain new contracts.
The company frequently enters into contracts with governmental entities.
Associated risks and uncertainties include the availability of appropriated
funds and contractual provisions allowing governmental entities to terminate
agreements in their discretion before the end of their terms.
The company frequently forms alliances with third parties that have
complementary products, services, or skills. Future results will depend in part
on the performance and capabilities of these third parties. Future results will
also depend upon 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 risk of doing business internationally include foreign currency
exchange rate fluctuations, changes in political or economic conditions, trade
protection measures, and import or export licensing requirements.
13
Part II - OTHER INFORMATION
- ------- -----------------
Item 1. Legal Proceedings
- ------- -----------------
As previously reported, most recently in the company's Annual Report on Form 10-
K for the year ended December 31, 2000, a number of purported class action
lawsuits seeking unspecified compensatory damages have been filed against Unisys
and various current and former officers in the U.S. District Court for the
Eastern District of Pennsylvania by persons who acquired Unisys common stock
during the period May 4, 1999 through October 14, 1999. On February 16, 2000,
these actions, which are in the early stages, were consolidated under the
caption In re: Unisys Corporation Securities Litigation. The plaintiffs allege
violations of the Federal securities laws in connection with statements made by
the company concerning certain of its services contracts. The company believes
it has meritorious defenses and intends to defend this action vigorously.
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, 2001, the company filed no Current
Reports on Form 8-K.
14
SIGNATURES
----------
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, 2001 By: /s/ Janet M. Brutschea Haugen
-----------------------------
Janet M. Brutschea Haugen
Senior Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
15
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
12 Statement of Computation of Ratio of Earnings to Fixed Charges
Exhibit 12
UNISYS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
($ in millions)
Three
Months
Ended Years Ended December 31
Mar. 31, -----------------------------------
2001 2000 1999 1998 1997 1996
--------- ---- ---- ---- ---- ----
Fixed charges
Interest expense $ 15.9 $ 79.8 $127.8 $171.7 $233.2 $249.7
Interest capitalized during
the period 3.0 11.4 3.6 - - -
Amortization of debt issuance
expenses .6 3.2 4.1 4.6 6.7 6.3
Portion of rental expense
representative of interest 10.6 42.2 46.3 49.1 51.8 59.8
------ ------ ----- ----- ----- -----
Total Fixed Charges 30.1 136.6 181.8 225.4 291.7 315.8
------ ------ ------ ------ ------ ------
Earnings
Income (loss) from continuing
operations before income taxes 103.4 379.0 770.3 594.2 (748.1) 80.2
Add (deduct) the following:
Share of loss (income) of
associated companies - (20.5) 8.9 (.3) 5.9
(4.9)
Amortization of capitalized
interest 1.1 2.2 - - - -
------ ------ ------ ------ ------ ------
Subtotal 104.5 360.7 779.2 593.9 (742.2) 75.3
------ ------ ------ ------ ------ ------
Fixed charges per above 30.1 136.6 181.8 225.4 291.7 315.8
Less interest capitalized during
the period (3.0) (11.4) (3.6) - - -
------ ------ ------ ------ ------- ------
Total earnings (loss) $131.6 $485.9 $957.4 $819.3 $(450.5)$391.1
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Ratio of earnings to fixed
charges 4.37 3.56 5.27 3.63 * 1.24
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* Earnings for the year ended December 31, 1997 was inadequate to cover fixed
charges by approximately $742.2 million.