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 September 30, 1994.
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
Township Line and Union Meeting Roads
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
September 30, 1994: 170,851,960
Page 2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEET
(Millions)
September 30,
1994 December 31,
(Unaudited) 1993
----------- ------------
Assets
Current assets
Cash and cash equivalents $ 566.9 $ 835.4
Marketable securities 27.0 115.1
Accounts and notes receivable, net 1,002.9 1,088.2
Inventories
Finished equipment and supplies 348.3 354.1
Work in process and raw materials 489.3 399.8
Deferred income taxes 313.4 313.4
Other current assets 90.6 94.1
------- -------
Total 2,838.4 3,200.1
======= =======
Long-term receivables, net 70.7 104.3
------- -------
Properties and rental equipment 2,730.4 2,776.0
Less-Accumulated depreciation 1,798.9 1,814.2
------- -------
Properties and rental equipment, net 931.5 961.8
------- -------
Cost in excess of net assets acquired 1,152.8 1,183.9
Investments at equity 311.7 303.6
Deferred income taxes 543.8 543.8
Other assets 1,126.2 1,221.7
-------- --------
Total $6,975.1 $7,519.2
======== ========
Liabilities and stockholders' equity
Current liabilities
Notes payable $ 15.0 $ 6.0
Current maturities of long-term debt 71.3 25.0
Accounts payable 843.7 1,027.0
Other accrued liabilities 866.0 1,016.1
Dividends payable 26.6 39.9
Estimated income taxes 213.5 251.9
------- -------
Total 2,036.1 2,365.9
======= =======
Long-term debt 1,864.8 2,025.0
Other liabilities 389.2 432.8
Stockholders' equity
Preferred stock 1,570.3 1,570.2
Common stock, issued: 1994, 171.7; 1993, 171.2 1.7 1.7
Retained earnings 127.9 159.8
Other capital 985.1 963.8
-------- --------
Stockholders' equity 2,685.0 2,695.5
-------- --------
Total $6,975.1 $7,519.2
======== ========
See notes to consolidated financial statements.
Page 3
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Millions, except per share data)
Three Months Nine Months
Ended September 30 Ended September 30
-------------------- --------------------
1994 1993 1994 1993
-------- -------- -------- --------
Revenue
Sales $ 992.0 $1,068.0 $2,942.2 $3,449.4
Services 467.4 378.6 1,340.1 1,096.0
Equipment maintenance 328.7 360.1 993.9 1,096.0
-------- -------- -------- --------
1,788.1 1,806.7 5,276.2 5,641.4
-------- -------- -------- --------
Costs and expenses
Cost of sales 605.4 642.6 1,776.8 2,043.6
Cost of services 364.8 293.9 1,052.0 858.2
Cost of equipment maintenance 207.7 207.3 611.6 635.5
Selling, general and
administrative 410.5 398.6 1,154.8 1,215.3
Research and development 114.2 129.0 353.4 383.4
------- ------- ------- -------
1,702.6 1,671.4 4,948.6 5,136.0
------- ------- ------- -------
Operating income 85.5 135.3 327.6 505.4
Interest expense 50.2 55.2 153.1 187.0
Other income, net 25.2 15.3 51.5 12.0
------- ------- ------- -------
Income before income taxes 60.5 95.4 226.0 330.4
Estimated income taxes 17.6 11.3 65.5 86.5
------- ------- ------- -------
Income before extraordinary
items and changes in accounting
principles 42.9 84.1 160.5 243.9
Extraordinary items (7.7) (26.4)
Effect of changes in accounting
principles 230.2
------- ------- ------- -------
Net income 42.9 84.1 152.8 447.7
Dividends on preferred shares 30.0 30.3 90.1 91.3
------- -------- ------- -------
Earnings on common shares $ 12.9 $ 53.8 $ 62.7 $ 356.4
======== ======== ======== ========
Earnings per common share
Primary
Before extraordinary items
and changes in accounting
principles $ .08 $ .33 $ .40 $ .93
Extraordinary items (.04) (.16)
Effect of changes in accounting
principles 1.39
--------- -------- --------- --------
Total $ .08 $ .33 $ .36 $ 2.16
========= ======== ========= ========
Fully diluted
Before extraordinary items
and changes in accounting
principles $ .08 $ .29 $ .40 $ 1.00
Extraordinary items (.04) (.11)
Effect of changes in accounting
principles .94
-------- -------- -------- --------
Total $ .08 $ .29 $ .36 $ 1.83
======== ======== ======== ========
See notes to consolidated financial statements.
Page 4
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Millions)
Nine Months Ended September 30
------------------------------
1994 1993
---- ----
Cash flows from operating activities
Net income $ 152.8 $ 447.7
Add (deduct) items to reconcile net income
to net cash provided by operating activities
Effect of extraordinary items and changes
in accounting principles 7.7 ( 203.8)
Depreciation 188.0 221.1
Amortization:
Marketable software 114.7 105.3
Cost in excess of net assets acquired 31.1 31.0
(Increase) in deferred income taxes, net ( 23.3)
Decrease in receivables, net 103.2 385.9
(Increase) decrease in inventories ( 83.7) 57.3
(Decrease) in accounts payable and
other accrued liabilities ( 315.5) ( 565.4)
(Decrease) increase in estimated income taxes ( 38.4) 11.6
(Decrease) in other liabilities ( 43.6) ( 10.0)
Decrease in other assets 78.0 47.0
Other 27.8 26.4
--------- ---------
Net cash provided by operating activities 222.1 530.8
--------- ---------
Cash flows from investing activities
Proceeds from investments 1,330.8 1,497.3
Purchases of investments (1,348.7) (1,498.1)
Proceeds from marketable securities 185.3 122.3
Purchases of marketable securities ( 97.2) ( 72.7)
Proceeds from sales of properties 16.9 18.3
Investment in marketable software ( 93.7) ( 81.0)
Capital additions of properties
and rental equipment ( 148.0) ( 149.4)
--------- ---------
Net cash used for investing activities ( 154.6) ( 163.3)
--------- ---------
Cash flows from financing activities
Payment of debt ( 139.8) ( 379.2)
Net proceeds from (reduction in) short-
term borrowings 9.0 ( 21.4)
Dividends paid on preferred shares ( 198.0) ( 138.0)
Other 3.1 5.6
--------- ---------
Net cash used for financing activities ( 325.7) ( 533.0)
--------- ---------
Effect of exchange rate changes on cash
and cash equivalents ( 10.3) ( 30.0)
--------- ---------
Decrease in cash and cash equivalents ( 268.5) ( 195.5)
Cash and cash equivalents, beginning of period 835.4 809.1
--------- ---------
Cash and cash equivalents, end of period $ 566.9 $ 613.6
========= ==========
See notes to consolidated financial statements.
Page 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. During the nine months ended September 30, 1994, the Company recorded an
extraordinary charge for the repurchases of debt of $7.7 million, net of
$5.1 million of income tax benefits, or $.04 per fully diluted common share.
b. Effective January 1, 1993, the Company adopted the Financial Accounting
Standards Board's Statement of Financial Accounting Standards ("SFAS") 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," and
SFAS 109, "Accounting for Income Taxes." The adoption of SFAS 106 decreased
net income for the nine months ended September 30, 1993 by $194.8 million,
net of $124.5 million of income tax benefits, or $.79 per fully diluted
common share, and the adoption of SFAS 109 increased net income for the nine
months ended September 30, 1993 by $425.0 million, or $1.73 per fully
diluted common share.
c. In April 1993, the Company settled lawsuits with Honeywell Inc. in
connection with its sale of the Sperry Aerospace Group in December 1986. As
a result of the settlement, in the nine months ended September 30, 1993, the
Company recorded an extraordinary charge of $26.4 million, net of $16.8
million of income tax benefits, or $.11 per fully diluted common share.
d. For the three and nine months ended September 30, 1994 and 1993, the
computation of primary earnings per share is based on the weighted average
number of outstanding common shares and additional shares assuming the
exercise of stock options. The computation of fully diluted earnings per
share for the three months ended September 30, 1994 and 1993 assumes the
conversion of the 8 1/4% Convertible Subordinated Notes due August 1, 2000,
but does not assume conversion of the Series A Preferred Stock since this
would have been antidilutive. For the nine months ended September 30, 1994,
the computation assumes that neither the Convertible Notes nor the Series A
Preferred Stock is converted, since this would have been antidilutive. For
the nine months ended September 30, 1993, in addition to the assumed
conversion of the Convertible Notes, the fully diluted earnings per share
computation also assumes the conversion of Series A Preferred Stock. The
shares used in the computations are as follows (in thousands):
Three months ended Nine months ended
September 30, September 30,
-------------------- -----------------
1994 1993 1994 1993
-------- ------- ------- -------
Primary 171,803 164,945 172,460 164,950
Fully diluted 205,597 198,871 172,460 246,466
Page 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
For the three months ended September 30, 1994, the Company
reported net income of $42.9 million, or $.08 per primary and
fully diluted common share, compared to net income of $84.1
million, or $.33 per primary common share and $.29 per fully
diluted common share, for the three months ended September 30,
1993. Excluding a one-time favorable tax item of $.09 per
share, fully diluted earnings per share was $.20 in the year-ago
period.
Revenue for the third quarter ended September 30, 1994 was $1.79
billion, down 1% from $1.81 billion for the third quarter ended
September 30, 1993. The largest decline occurred in the
Government Systems business, which continues to be impacted by
a decline in government spending and increased competition.
Sales revenue declined 7% to $1.0 billion from $1.1 billion
in last years' third quarter, principally due to a decrease in
sales of custom defense systems. Partially offsetting this
decline was growth in departmental servers and desktop systems.
Services revenue increased 23% to $467.4 million from $378.6
million in last years' third quarter as the Company continued to
implement its strategy to aggressively grow its services and
systems integration business. Equipment maintenance revenue
declined 9% to $328.7 million from $360.1 million last year, due
principally to declining equipment sales and improved product
reliability. The Company's objective continues to be overall
revenue growth in the fourth quarter of 1994 as compared to
the fourth quarter of 1993.
Sales gross profit margin was 39% in the current period compared
to 40% last year; services gross profit margin was 22% both in
the current quarter and last year; and equipment maintenance
gross profit margin was 37% in the current quarter compared to
42% in the comparable period a year ago. The total gross profit
margin, which was 34% in the third quarter of 1994 compared to
37% in the same period a year earlier, is expected to be
pressured by competitive pricing and the continuing shift to
lower margin products and services.
In the third quarter of 1994, selling, general and
administrative expenses were $410.5 million compared to $398.6
million in the third quarter of 1993. The increase was
principally due to the effects of increased selling expense,
particularly in support of the services business, and foreign
currency translation.
Research and development expenses were $114.2 million in the
quarter ended September 30, 1994 compared to $129.0 million a
year earlier. The decline principally reflects the Company's
move to common hardware platforms and technologies. The decline
is also is consistent with the continuing shift of emphasis
to services business which requires less research and development.
As a result of the above, operating income was $85.5 million for
the three months ended September 30, 1994 or 5% of revenue,
compared to $135.3 million, or 7% of revenue, in the year-ago
period. The decline in operating income was principally due to
lower revenue and lower gross profit margin.
Page 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (cont'd.)
Interest expense was $50.2 million compared to $55.2 million a
year earlier, principally reflecting lower average debt levels.
Other income, which may vary widely from quarter to quarter,
was $25.2 million in the third quarter of 1994 compared to
$15.3 million in the year-ago period. The increase was principally
due to favorable foreign currency fluctuations.
It is the Company's policy to minimize its exposure to foreign
currency fluctuations. On a net basis, and after taking into
account the cost of the Company's hedging program, foreign
currency effects had a minimal effect on pretax results for the
three months ended September 30, 1994.
Estimated income taxes were $17.6 million in the third quarter
of 1994 compared to $11.3 million in the third quarter of 1993.
Included in 1993 was a net benefit of $19.2 million relating to
a U.S. tax law change enacted in August 1993. This law
increased the top corporate tax rate from 34% to 35% retroactive
to January 1, 1993. Since the Company had net deferred tax
assets in the U.S., the effect of the tax rate change was to
increase these tax assets with a corresponding reduction in
provision for taxes.
For the nine months ended September 30, 1994, net income was
$152.8 million, or $.36 per primary and fully diluted common
share, on revenue of $5.3 billion. Net income for the nine
months ended September 30, 1993 was $447.7 million, or $2.16 per
primary and $1.83 per fully diluted common share, on revenue of
$5.6 billion. Net income for the nine months ended September
30, 1994 included a cost of $7.7 million, or $.04 per fully
diluted common share, as a result of an extraordinary charge for
repurchases of debt. Net income for the nine months ended
September 30, 1993 included an extraordinary charge of $26.4
million, or $.11 per fully diluted common share, and a credit of
$230.2 million, or $.94 per fully diluted common share, as a
result of the adoption of new accounting standards.
Extraordinary Items and Accounting Changes
During the nine months ended September 30, 1994, the Company
repurchased and redeemed $112.5 million of debt. The associated
costs resulted in an extraordinary charge of $7.7 million, net
of $5.1 million of income tax benefits, or $.04 per fully
diluted common share.
Effective January 1, 1994, the Company adopted the Financial
Accounting Standards Board's Statement of Financial Accounting
Standards ("SFAS") 112, "Employers' Accounting for
Postemployment Benefits," and SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." SFAS 112
establishes financial accounting standards for employers that
provide benefits to former or inactive employees after
employment but before retirement. SFAS 115 establishes
financial accounting standards for investments in equity
securities that have readily determinable fair values and for
all investments in debt securities. The effect of adoption of
these statements on the Company's consolidated financial
position, results of operations and liquidity was immaterial.
Page 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (cont'd.)
In April 1993, the Company settled lawsuits with Honeywell Inc.
in connection with its sale of the Sperry Aerospace Group in
December 1986. As a result of the settlement, in the nine
months ended September 30, 1993, the Company recorded an
extraordinary charge of $26.4 million, net of $16.8 million of
income tax benefits, or $.11 per fully diluted common share.
Effective January 1, 1993, the Company adopted SFAS 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions," and SFAS 109, "Accounting for Income Taxes." The
adoption of SFAS 106 decreased net income for the nine months
ended September 30, 1993 by $194.8 million, net of $124.5
million of income tax benefits, or $.79 per fully diluted common
share, and the adoption of SFAS 109 increased net income for the
nine months ended September 30, 1993 by $425.0 million, or $1.73
per fully diluted common share.
Financial Condition
During the nine months ended September 30, 1994, net cash
provided from operations was $222.1 million compared to $530.8
million in the same period a year earlier. Cash flow from
operations decreased from a year ago due to larger working
capital reductions in the prior year.
Investments in properties and rental equipment during the first
nine months of 1994 were $148.0 million compared to $149.4
million in last years' first nine months.
At September 30, 1994, total debt was $1.95 billion, a decline
of $104.9 million from December 31, 1993 principally due to the
repurchases and redemptions discussed above. The Company
intends to continue repurchases or redemptions from time to
time. Cash, cash equivalents and marketable securities at
September 30, 1994 were $593.9 million compared to $950.5
million at December 31, 1993. During the nine months ended
September 30, 1994, debt net of cash and marketable securities
increased $251.7 million. As a percent of total capital, debt
net of cash and marketable securities at September 30, 1994 was
34% compared to 29% at December 31, 1993.
Dividends paid on preferred stock amounted to $198.0 million
during the first nine months of 1994 compared to $138.0 million
in the year-ago period. The current year amount includes full
payment for all dividend arrearages.
Stockholders' equity decreased $10.5 million during the first
nine months of 1994, principally reflecting net income of $152.8
million and favorable foreign currency translation adjustments
of $18.7 million, offset by preferred dividends of $184.7
million.
Page 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (cont'd.)
At September 30, 1994, the Company had deferred tax assets in
excess of deferred tax liabilities of $1,123 million. For the
reasons cited below, management believes that it is more likely
than not that $773 million of such assets will be realized,
therefore resulting in a valuation allowance of $350 million.
In assessing the likelihood of realization of this asset, the
Company has considered various factors including its forecast of
future taxable income and available tax planning strategies that
could be implemented to realize deferred tax assets.
The principal basis used to assess the likelihood of realization
was the Company's forecast of future taxable income which was
adjusted by applying varying probability factors to the
achievement of this forecast. Forecasted taxable income is
expected to arise from ordinary and recurring operations and to
be sufficient to realize the entire amount of net deferred tax
assets. Approximately $2.3 billion of future taxable income
(predominantly U.S.) is needed to realize all of the net
deferred tax assets.
The Company's net deferred tax assets include substantial
amounts of net operating loss and tax credit carryforwards. The
major portion of such carryforwards expire beyond the year 2003.
In addition, substantial amounts of foreign net operating losses
have an indefinite carryforward period. Failure to achieve
forecasted taxable income might affect the ultimate realization
of the net deferred tax assets. In recent years, the computer
industry has undergone dramatic changes and there can be no
assurance that in the future there could not be increased
competition or other factors which may result in a decline in
sales or margins, loss of market share, or technological
obsolescence. The Company will evaluate quarterly the
realizability of its net deferred tax assets by assessing its
valuation allowance and by adjusting the amount of such
allowance if necessary.
In 1995, the Company expects to settle certain open tax years
with the Internal Revenue Service, which would result in net
cash payments by the Company of approximately $125 million.
These payments will not affect earnings since provision for
these taxes has been made in prior years.
Page 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
During the quarter ended September 30, 1994, the Company
filed no Current Reports on Form 8-K.
Page 11
SIGNATURE
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: November 11, 1994 By:
Deborah C. Hopkins
Vice President and Controller
(chief accounting officer)
Page 12
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.1 Employment Agreement dated August 10, 1994
between Unisys Corporation and James A. Unruh
10.2 Deferred Compensation Plan for Executives
of Unisys Corporation, effective
November 1, 1994
11.1 Statement of Computation of Earnings
Per Share for the nine months ended
September 30, 1994 and 1993
11.2 Statement of Computation of Earnings
Per Share for the three months ended
September 30, 1994 and 1993
12 Statement of Computation of Ratio
of Earnings to Fixed Charges
27 Financial Data Schedule
Page 1
August 10, 1994
Mr. James A. Unruh
Chairman and Chief Executive Officer
Unisys Corporation
P.O. Box 500
Blue Bell, PA 19424
Dear Jim:
You are presently employed by Unisys Corporation (the
"Corporation") as Chairman of the Board and Chief Executive
Officer under the terms of a letter agreement dated December 20,
1991. This letter agreement (the "Agreement") supersedes and
replaces the letter agreement dated December 20, 1991 and
describes the terms and conditions of your employment with the
Corporation on and after July 1, 1994 and through June 30, 1997.
The provisions of this Agreement are as follows:
1. Base Salary. You shall continue to serve as Chairman of the
Board and Chief Executive Officer of the Corporation at a
base salary at the annual rate of not less than $800,000 per
year. Your base salary level shall be reviewed periodically
by the Compensation and Organization Committee (the
"Committee") or its successor.
2. Annual Bonus. You shall be eligible to receive an annual
bonus award at a target bonus level of not less than 100% of
your base salary. The actual annual bonus paid to you, if
any, shall be determined by the Committee in its sole
discretion and shall be based on such factors as it deems
appropriate. Your actual annual bonus payments, if any,
shall be made in cash at the time of the award, subject to
your election to defer receipt of all or any portion of the
bonus award in accordance with the terms of the Deferred
Compensation Plan for Officers of Unisys Corporation (or any
successor deferred compensation program).
3. Long-Term Incentive Awards. You shall be eligible to
receive stock option awards under the terms of the 1990
Long-Term Incentive Plan (or any successor stock option
plan) and shall receive stock option awards in each year in
which such awards are made to other executive officers
generally. You shall also be eligible to receive long-term
performance awards on an annual basis under the terms of the
1990 Long-Term Incentive Plan (or any successor thereto) in
each year in which such awards are made to executive
Page 2
officers generally. Your annual award target (expressed in
present value terms using the same methods and assumptions
generally used in calculating award targets for other
executive officers of the Corporation) for awards made under
the 1990 Long-Term Incentive Plan (or any successor thereto)
shall be 95% of the sum of your base salary and target
annual bonus.
4. Benefit Programs. During your employment hereunder, you
shall participate in the retirement, welfare, incentive,
fringe, and perquisite programs generally made available to
executive officers of the Corporation and at such benefit
levels customarily provided to the Chairman of the Board and
Chief Executive Officer of the Corporation.
5. Service on Other Boards. During the term of your employment
hereunder, you shall render your full-time attention to the
business affairs of the Corporation. You may serve on the
board of directors of other companies as expressly approved
by the Board of Directors in its discretion.
6. Death or Disability. In the event of your disability or
death, all future compensation under this Agreement (other
than those amounts and benefits described in the following
sentence) shall terminate. You or your estate shall receive
(a) an annual bonus award for the year in which you
terminate employment in an amount equal to a pro rata
portion, based on the period of service rendered, of the
bonus amount paid in the previous year, (b) benefits under
the retirement, welfare, incentive, fringe and perquisite
programs generally available to executive officers upon
disability or death and (c) any deferred account balance
under the Deferred Compensation Plan for Officers of Unisys
Corporation (or any successor deferred compensation program)
in accordance with the terms of such plan. For purposes of
this Agreement, disability means a mental or physical injury
or illness which renders you incapable of substantially
performing your duties hereunder for a period of six
consecutive months and shall commence for purposes of this
Agreement at the end of such six-month period.
7. Termination of Employment.
(a) Your employment may be terminated by the Company
at any time with or without cause. In the event that you
are terminated for "cause" (as defined below) or you
terminate your employment for other than "good reason" (as
defined below), no further amounts shall be paid to you
Page 3
hereunder except as otherwise provided under the normal
terms of the retirement, welfare, incentive, fringe, and
perquisite programs in which you participated at your date
of termination.
(b) Upon termination by the Corporation without cause
or your termination for good reason, you shall be entitled
to the following:
(1) An amount equal to 100% of the compensation
allocable to the remaining term of employment hereunder
as if you had continued to work through such remaining
term of employment, but in no event less than one
years' compensation. For purposes of this Section
7(b), compensation consists of base salary (at its then
current rate on the date of termination) and annual
bonus (in an amount equal to the average percentage of
the annual bonus payments made for the three years
preceding your date of termination, but in no event
less than 50% of your target bonus times your base
salary both as in effect at your date of termination).
Such termination payments shall be paid in the same
manner and at the same times as the salary and annual
bonus due hereunder during employment.
(2) An amount equal to 100% of the amount
otherwise payable with respect to Performance Awards
under the Corporation's Long-Term Incentive Plan (or
any successor incentive plan thereto) previously
granted as if earned by continuous employment through
the remaining term of this Agreement. Such termination
payments shall be paid in the same manner and times as
Performance Awards are paid to other executive
officers.
(3) Continued participation, at the same costs
applicable to active employees, through attainment of
age 55, or, if later, through the remaining term of
this Agreement, in the Unisys Medical and Dental Plans
(or, if such participation is prohibited by applicable
law or the terms of the plans, participation in
arrangements that will provide benefits substantially
similar to those available under the Unisys Medical and
Dental Plans) for you and your eligible dependents,
subject, however, to the generally applicable terms of
such plans;
Page 4
(4) Upon attainment of age 55, you shall be
entitled to receive the post-retirement medical and
post-retirement life insurance coverage generally
available to other retired executive officers;
(5) Immediate and full vesting in all stock
options, restricted stock and other awards made under
the Corporation's Long-Term Incentive Plans (or under
any successor incentive plan thereto); for purposes of
stock option, SAR and other equity-based award exercise
rights under the applicable Long-Term Incentive Plans
(or any successor incentive plan thereto), you shall be
treated as if you had retired on your normal retirement
date as of your date of termination;
(6) A noncontributory retirement benefit, payable
beginning at age 55, calculated under the terms of the
Unisys Elected Officer Pension Plan (or any successor
pension plan thereto) as if you had satisfied the
vesting requirements described in the Plan and as if
you had continued employment through the remaining term
of this Agreement;
(7) Extension of the repayment period on any
corporate interest-free home mortgage loan until the
first to occur of the following: (i) the fifth
anniversary of your date of termination; (ii) the date
on which your home is sold; or (iii) the date on which
your home is leased, unless such action has been
approved by the Committee in its sole discretion.
(c) For purposes of this Section 7, "cause" shall mean
intentional dishonesty or gross neglect of your duties.
"Good reason" shall mean (i) a reduction in your aggregate
compensation target (base salary plus bonus target), as such
amounts may be increased during the term of this Agreement,
unless such reduction is due to your continued failure to
adequately perform your duties (provided that the
Corporation has provided you notice identifying the manner
in which the Corporation believes that you have failed to
adequately perform your duties, and you have failed to
discontinue your inadequate performance within 90 days of
receiving such notice) or is due to a reduction in
compensation generally applicable to executive officers or
(ii) a reduction in your duties or authority or your removal
as Chairman of the Board or Chief Executive Officer of the
Corporation or its successor, unless such reduction or
removal is for cause, as defined above, or is on account of
Page 5
your inability to substantially perform your duties for an
aggregate of 120 days within any consecutive 12 month period
due to a mental or physical injury or illness, and provided
that your resignation occurs within 120 days after such
reduction or removal.
(d) You shall not be entitled to receive payments
under the Unisys Income Assistance Plan or any successor
severance or income assistance plan generally applicable to
employees of the Corporation.
(e) The payments specified in this paragraph 7 shall
be paid notwithstanding the acceptance of other employment
by you after termination of employment.
(f) In the event that you become entitled to
termination payments under this Section 7 and payments under
your Executive Employment Agreement dated September 27, 1985
(the "Executive Employment Agreement"), then you shall not
receive duplicate payments under both agreements. Instead,
if you are entitled to benefits under both agreements, the
provisions of this Agreement as to any matter or the
corresponding provisions of your Executive Employment
Agreement, whichever is more favorable to you or provides
you with the greater benefit as determined by the Accounting
Firm (as defined in Section 8), shall be used in determining
your status, compensation and benefits, and other rights and
obligations.
8. Certain Additional Payments by the Corporation.
(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that
any payment or distribution by the Corporation to or for
your benefit (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional
payments required under this Section 8) (a "Payment") would
be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by you with
respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then you
shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by
you of all federal, state and local taxes (including any
interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any
Page 6
interest and penalties imposed with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, you retain an
amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
(b) Subject to the provisions of Section 8(c), all
determinations required to be made under this Section 8,
including whether and when a Gross-Up Payment is required
and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be
made by Ernst & Young (the "Accounting Firm") which shall
provide detailed supporting calculations both to the
Corporation and you within 15 business days of the receipt
of notice from you that there has been a Payment, or such
earlier time as is requested by the Corporation. In the
event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the
change of control which has caused Section 4999 of the Code
to be applicable, you shall appoint another nationally
recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the
Corporation. Any Gross-Up Payment, net of any taxes
(including income and excise taxes) required to be withheld,
as determined pursuant to this Section 8, shall be paid by
the Corporation to you within five days of the receipt of
the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by you, it shall
furnish you with a written opinion that failure to report
the Excise Tax on your applicable federal income tax return
would not result in the imposition of a negligence or
similar penalty. Any determination by the Accounting Firm
shall be binding upon the Corporation and you. As a result
of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Corporation
should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event
that the Corporation exhausts its remedies pursuant to
Section 8(c) and you thereafter are required to make a
payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the
Corporation to or for your benefit.
Page 7
(c) You shall notify the Corporation in writing of any
claim by the Internal Revenue Service that, if successful,
would require the payment by the Corporation of the Gross-Up
Payment. Such notification shall be given as soon as
practicable but no later than ten business days after you
are informed in writing of such claim and shall apprise the
Corporation of the nature of such claim and the date on
which such claim is requested to be paid. You shall not pay
such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the
Corporation (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If
the Corporation notifies you in writing prior to the
expiration of such period that it desires to contest such
claim, you shall:
(i) give the Corporation any information
reasonably requested by the Corporation relating to
such claim,
(ii) take such action in connection with
contesting such claim as the Corporation shall
reasonably request in writing from time to time,
including, without limitation, accepting legal
representation with respect to such claim by an
attorney reasonably selected by the Corporation,
(iii) cooperate with the Corporation in good
faith in order effectively to contest such claim, and
(iv) permit the Corporation to participate in
any proceedings relating to such claim;
provided, however, that the Corporation shall bear and pay
directly all costs and expenses (including additional
interest and penalties) incurred in connection with such
contest and shall indemnify and hold you harmless, on an
after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of
this Section 8(c), the Corporation shall control all
proceedings taken in connection with such contest and, at
its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such
claim and may, at its sole option, either direct you to pay
the tax claimed and sue for a refund or contest the claim in
Page 8
any permissible manner, and you agree to prosecute such
contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Corporation shall determine;
provided, however, that if the Corporation directs you to
pay such claim and sue for a refund, the Corporation shall
advance the amount of such payment to you, on an interest-
free basis and shall indemnify and hold you harmless, on an
after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further
provided that any extension of the statute of limitations
relating to payment of taxes for your taxable year with
respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore,
the Corporation's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be
payable hereunder and you shall be entitled to settle or
contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by you of an amount advanced
by the Corporation pursuant to Section 8(c), you become
entitled to receive any refund with respect to such claim,
you shall (subject to the Corporation's complying with the
requirements of Section 8(c)) promptly pay to the
Corporation the amount of such refund (together with any
interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by you of an amount
advanced by the Corporation pursuant to Section 8(c), a
determination is made that you shall not be entitled to any
refund with respect to such claim and the Corporation does
not notify you in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.
Page 9
9. Retirement Trust.
(a) The Corporation shall establish a grantor trust, the
assets of which shall be subject to the claims of
creditors of the Corporation, to serve as a vehicle for
payment of retirement benefit amounts due to you or
your spouse under the terms of the Elected Officer
Pension Plan and the Supplemental Executive Retirement
Income Plan or any successor pension plans thereto (the
"non-qualified plans"). Except as otherwise provided
in Subsection (b), upon a potential change in control
(as defined in Section 9(c)), the Committee shall
determine in its sole discretion whether or not to
contribute to the grantor trust, on a revocable basis,
up to one hundred and five percent (105%) of the
amounts necessary to provide in the manner described
below the retirement benefit amounts due to you under
the non-qualified plans, as calculated under Section
7(b)(6) of this Agreement. Any such contributions made
to the grantor trust and any interest earned thereon
may be returned to the Corporation, upon a written
determination by the Committee that a potential change
in control no longer exists, at any time prior to the
occurrence of a change in control (as defined in
Section 9(c)). If a change in control does not occur
within one year from the date of the potential change
in control (or, if one or more additional potential
changes in control occur in that one-year period, then
one year from the date of the most recent potential
change in control), the trustee of the grantor trust
shall return to the Corporation all amounts contributed
upon the potential change in control to the grantor
trust, and interest earned thereon. If a change in
control occurs within the one-year period described in
the preceding sentence, then the amounts contributed
upon the potential change in control shall not be
returned to the Corporation, the funding of the trust
shall become irrevocable, and the trustee of the
grantor trust shall purchase an annuity for the grantor
trust from an insurance company having the top rating
from any two of Standard & Poors Corporation, Moody's
Investors Services and A.M. Best, in the amount
necessary to provide payment of the retirement benefit
amounts due to you under the non-qualified plans as
calculated under Section 7(b)(6) hereof. In the event
that contributions to the grantor trust by the
Corporation, the trust's becoming irrevocable with
respect to all assets, or the purchase of an annuity is
Page 10
determined to be a taxable event to you, the grantor
trust will permit such annuity to be surrendered to you
by the trustee of the grantor trust, and the terms of
the annuity will permit it to be cashed in by you. In
the event that you continue to remain employed by the
Corporation after the occurrence of the change in
control, the Corporation, at its discretion, may
contribute to the grantor trust the amounts necessary
to provide from the trust any additional retirement
benefits accrued by you under the non-qualified plans
through your retirement.
(b) The Corporation's ability to make contributions to the
grantor trust described in Subsection (a) is
conditioned upon the Corporation's receipt of (i) a
favorable ruling from the Internal Revenue Service or
(ii) a legal opinion from the Corporation's tax
counsel, in a form acceptable to the Corporation as of
the date of the change in control, that the actions
contemplated by Section 9(a) will not constitute a
taxable event to the beneficiary of the trust until
such time as trust assets are paid from the trust to
the beneficiary. If the Corporation does not receive
such ruling or legal opinion, or, to the extent that
the assets held in the trust at the occurrence of a
change in control are not sufficient to purchase an
annuity described in the fifth sentence of Section 9(a)
in the full amount described therein, the Corporation
shall pay to you in cash (in lieu of additional
contributions to the grantor trust) an amount
sufficient to purchase from the Prudential Insurance
Company of America or the Metropolitan Life Insurance
Company an annuity which, together with the annuity
purchased by the trustee of the grantor trust pursuant
to Section 9(a), will fully provide for the payment of
the retirement benefit amounts due you under the non-
qualified plans, calculated as if Section 7(b)(6) had
been triggered. After a change in control has
occurred, the calculation of your retirement benefits
shall be made by the independent actuary that prepares
the annual valuation for the non-qualified plans and
that calculation shall be subject to review for
reasonableness by the Corporation's independent
auditors.
(c) For purposes of this Section 9, a change in control
shall be deemed to have taken place if (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of
Page 11
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the
Corporation representing 50% or more of the combined
voting power of the Corporation's then outstanding
securities, or (ii) during any one-year period,
individuals who at the beginning of such period
constitute the Board, including for this purpose any
new director whose election (y) resulted from a vacancy
caused by the mandatory retirement, death or disability
of a director and (z) was approved by a vote of at
least two-thirds of the directors then still in office
who were directors at the beginning of the period,
cease for any reason to constitute a majority thereof.
A potential change in control shall be deemed to have
taken place if (i) the Corporation enters into an
agreement, the consummation of which would result in a
change in control, (ii) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))
is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation
representing 9.9% or more of the combined voting power
of the Corporation's then outstanding securities, (iii)
any person publicly announces an intent to take actions
which, if consummated, would result in a change in
control, or (iv) the Committee adopts a resolution that
a potential change in control has taken place.
10. Extension of Term.
(a) On July 1, 1997 and on the first day of each July
thereafter, the term of employment hereunder shall be
automatically extended by one additional year (July 1 - June
30) unless prior to July 1, 1997 or the first day of July of
any subsequent year, the Corporation shall deliver to you or
you shall deliver to the Corporation written notice that the
term of employment hereunder will not be further extended,
in which case the term of employment hereunder will end at
the expiration of the then existing term of employment
hereunder, including any previous extension, and shall not
be further extended except by agreement of the Corporation
and you.
(b) Notwithstanding Section 10(a), upon the occurrence
of a change in control, this Agreement shall be extended for
Page 12
an additional three years from the date of such change in
control. For purposes of this Section 10(b), a change in
control shall be deemed to have occurred if (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing 20% or more of
the combined voting power of the Corporation's then
outstanding securities, and (ii) during any one-year period,
individuals who at the beginning of such period constitute
the Board, including for this purpose any new director whose
election (y) resulted from a vacancy on the Board caused by
the mandatory retirement, death or disability of a director
and (z) was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the
beginning of the period, cease for any reason to constitute
a majority thereof.
11. Successors. This Agreement shall be binding upon the
Corporation and its successors and assigns. The Corporation
will require any such successor to assume expressly and
agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to
perform it if no such succession had taken place.
12. Miscellaneous. No provision of this agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed
by you and such officer as may be specifically designated by
the Corporation. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania without giving
effect to the provisions thereof relating to conflicts of
laws.
13. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
14. Other Agreements. It is not intended that you shall receive
duplicate rights and benefits under this Agreement and any
other agreement, contract, plan, or other arrangement with,
or sponsored by, the Corporation. This Agreement supersedes
and replaces all prior understandings and agreements between
you and the Corporation except for your Executive Employment
Agreement.
Page 13
15. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively
by arbitration in Philadelphia, Pennsylvania in accordance
with the rules of the American Arbitration Association. Any
arbitration award will be final and conclusive upon the
parties, and a judgment enforcing such award may be entered
in any court of competent jurisdiction. The expenses
incurred by you in pursuing arbitration (including
reasonable legal fees and expenses) will be borne by the
Corporation unless the arbitrator determines that you have
caused the dispute to be submitted to arbitration in bad
faith.
16. Corporate Approval. This Agreement has been authorized by
the Board and approved by the Committee.
If the foregoing sets forth our agreement with you, please sign
and return to us the enclosed copy of this Agreement.
Very truly yours,
UNISYS CORPORATION The foregoing is accepted:
_____________________________ ___________________________
Donald V. Seibert, Chairman James A. Unruh
Compensation and Organization
Committee
Board of Directors
Page 1
DEFERRED COMPENSATION PLAN
FOR EXECUTIVES OF UNISYS CORPORATION
Article I
Purpose & Authority
1.1 Purpose. The purpose of the Plan is to offer
Eligible Executives the opportunity to defer receipt of a
portion of their compensation from the Corporation, under terms
advantageous to both the Eligible Executive and the Corporation.
1.2 Effective Date. The Board originally approved
the Officers' Plan on January 29, 1982. That plan was
subsequently amended, most recently to be effective January 1,
1994. The Board determined to further amend that plan to, inter
alia, expand the group of employees eligible to participate and
the types of compensation that can be deferred. Effective
November 1, 1994, the Officers' Plan is amended, restated and
renamed, and continues as the Plan.
1.3 Authority. Any decision made or action taken by
the Corporation and any of its officers or employees involved in
the administration of this Plan, or any member of the Board or
the Committee arising out of or in connection with the
construction, administration, interpretation and effect of the
Plan shall be within the absolute discretion of all and each of
them, as the case may be, and will be conclusive and binding on
all parties. No member of the Board and no employee of the
Corporation shall be liable for any act or action hereunder,
whether of omission or commission, by any other member or
employee or by any agent to whom
Page 2
duties in connection with the administration of the Plan have
been delegated or, except in circumstances involving the member's or
employee's bad faith, for anything done or omitted to be done by
himself or herself.
Article II
Definitions
2.1 "Account" means, for any Participant, the
memorandum account established for the Participant under Section
4.1.
2.2 "Account Balance" means, for any Participant as
of any date, the aggregate amount reflected in his or her
Account.
2.3 "Beneficiary" means the person or persons
designated from time to time in writing by a Participant to
receive payments under the Plan after the death of such
Participant or, in the absence of such designation or in the
event that such designated person or persons predeceases the
Participant, the Participant's estate.
2.4 "Board" means the Board of Directors of the
Corporation.
2.5 "Committee" means the Compensation and
Organization Committee of the Board.
2.6 "Corporation" means Unisys Corporation.
Page 3
2.7 "Deferral Election" means an election by an
Eligible Executive to defer a portion of his or her compensation
from the Corporation under the Plan, as described in Section
3.1.
2.8 "Directors' Plan" means the Deferred
Compensation Plan for Directors of Unisys Corporation.
2.9 "Eligible Executive" means, for any calendar
year, an individual: (1) who is employed by the Corporation at
Level 25 or above (or at Level P3 or above, if the individual is
employed in the Information Services Division of the
Corporation); (2) for whom the sum of (A) the individual's base
salary from the Corporation and (B) 75 percent of the
individual's Target EVC for the calendar year equals or exceeds
the maximum amount of compensation that is permitted to be taken
into account under section 401(a)(17) of the Internal Revenue
Code during a plan year that begins in the calendar year; and
(3) who is designated by the Vice President, Human Resources as
an Eligible Executive.
2.10 "EVC" means, for any individual, the amount
payable to such individual under the Unisys Executive Annual
Variable Compensation Plan (or under any successor annual
incentive plan of the Corporation) or under any other similar
annual incentive plan of the Corporation approved by the Vice
President, Human Resources.
2.11 "Investment Measurement Option" means any of
Page 4
the hypothetical investment alternatives available for
determining the additional amounts to be credited to a
Participant's Account under Section 4.2. The Investment
Measurement Options currently available are (a) the Fidelity
Retirement Money Market Portfolio, (b) the Fidelity Asset
Manager: Growth Fund, (c) the Fidelity Magellan Fund, (d) the
Fidelity Asset Manager Fund, and (e) the Insurance Contract
Fund, all of which are investment options available under the
USP.
2.12 "Officers' Plan" means the Deferred
Compensation Plan for Officers of Unisys Corporation, the
predecessor of this Plan.
2.13 "Participant" means an Eligible Executive or
former Eligible Executive who has made a Deferral Election and
who has not received a distribution of his or her entire Account
Balance.
2.14 "Plan" means the Deferred Compensation Plan for
Executives of Unisys Corporation, as set forth herein and as
amended from time to time.
2.15 "Revised Election" means an election made by a
Participant, in accordance with Section 5.2, to change the date
as of which payment of his or her Account Balance is to commence
and/or the form in which such payment is to be made.
Page 5
2.16 "Target EVC" means, for any individual, the
amount that will be payable to such individual as EVC if the
criteria applicable to such individual are satisfied.
2.17 "USP" means the Unisys Savings Plan.
2.18 "Valuation Date" means the last business day of
each calendar month.
Article III
Deferral of Compensation
3.1 Deferral Election.
(a) During any calendar year, each individual who is
an Eligible Executive for such calendar year may, by properly
completing a Deferral Election, elect to defer:
(1) all or a portion of his or her salary that,
absent deferral, would be paid to him or her for services
rendered during the remainder of the current calendar year
and/or the next following calendar year; and/or
(2) all or a portion of his or her EVC that, absent
deferral, would be paid to him/her in the next following
calendar year.
(b) To be effective, a Deferral Election with
respect to EVC must be made in writing by the Eligible Executive
on a form
Page 6
furnished by the Corporate Executive Compensation
Department on or before September 30 of the calendar year
immediately preceding the calendar year in which the amounts to
be deferred, absent deferral, would be paid to the Eligible
Executive, and a Deferral Election with respect to salary must
be made in writing by the Eligible Executive on a form furnished
by the Corporate Executive Compensation Department on or before
the date that is at least three months and one day before the
date on which the amounts to be deferred, absent deferral, would
be paid to the Eligible Executive provided, however, that an
individual who becomes an Eligible Executive after the effective
date of the Plan (as set forth in Section 1.2) may make a
Deferral Election with respect to salary that, absent deferral,
would be paid to him or her during the remainder of the calendar
year in which he or she becomes an Eligible Executive and with
respect to all or a portion of the EVC that, absent deferral,
would be paid to him or her in the next following calendar year
by filing the required written election with the Corporate
Executive Compensation Department on or before the date that is
30 days after the date on which he or she becomes an Eligible
Executive.
(c) Notwithstanding any provision of the Plan to the
contrary, an Eligible Executive may make a Deferral Election
with respect to salary that, absent deferral, would be paid to
him or her in 1995 but less than three months and one day after
the date on which he files a Deferral Election by filing the required
Page 7
written election with the Corporate Executive
Compensation Department on or before November 30, 1994.
(d) Once made, a Deferral Election shall become
effective upon approval by the Corporate Executive Compensation
Department and is thereafter irrevocable, except to the extent
otherwise provided in Section 5.2. A Deferral Election will be
deemed to have been approved by the Corporate Executive
Compensation Department if it is not disapproved by the
Corporate Executive Compensation Department within ten days of
the date on which it is received.
(e) An Eligible Executive's Deferral Election must
specify either a percentage or a certain dollar amount of his or
her salary and/or EVC to be deferred under the Plan. In
addition, the Deferral Election must specify the date on which
payment of the Eligible Executive's Account Balance is to
commence and the manner in which such payment is to be made.
(1) The Eligible Executive must specify the date as
of which payment of his or her Account Balance is to commence
and may specify that such payment is to commence as of:
(A) his or her termination of active employment
(including as a result of retirement or disability) with the
Corporation; or
Page 8
(B) a specific date (which may be determined by
reference to the Eligible Executive's retirement or other
termination of employment) that is at least five years after the
date on which the amounts to be deferred, absent deferral, would
be paid to the Eligible Executive.
(2) The Eligible Executive must specify the manner
in which payment of his or her Account Balance is to be made and
may specify that such payment is to be made either in a single
sum or in annual installments.
(3) Notwithstanding the foregoing, an Eligible
Executive may not elect a time of benefit commencement and/or a
form of payment to the extent that such an election would cause
any payments to be made after the March 31 first following the
date that is 20 years after the date of the Eligible Executive's
retirement or other termination of employment.
(f) Deferrals of an Eligible Executive's salary
shall be credited to the Plan ratably throughout the year (or,
where applicable, the portion of the year) to which the Deferral
Election applies. Deferrals of an Eligible Executive's EVC
shall be credited at the time at which the EVC, absent deferral,
would be payable to the Participant.
(g) Unless the Deferral Election form specifically
Page 9
provides otherwise, a Deferral Election with respect to salary
shall expire as of the last day of the calendar year that
includes the first day on which any amount, absent deferral,
would be paid to the Eligible Executive and a Deferral Election
with respect to EVC shall expire as of the date on which the EVC
that is the subject of the Deferral Election is credited under
the Plan.
(h) Notwithstanding any provision of the Plan to the
contrary, any election made under the Officer's Plan prior to
the effective date of the Plan (as set forth in Section 1.2) to
defer amounts that, absent deferral, would be payable in 1995
shall be treated as a Deferral Election. A Participant who has
made such an election may, however, elect a different form or
time of payment of the amounts to be deferred under such an
election (other than a form or time of payment that could have
been elected by the Participant under the Officers' Plan at the
time the original election was made) by making a new Deferral
Election that satisfies the requirements of this Section 3.1 on
or before November 30, 1994.
3.2 Payment of FICA and Other Taxes. To the extent
that, as a result of a Deferral Election, the compensation
currently payable to an Eligible Executive during any period is
insufficient to permit an amount equal to the FICA and other
taxes that are payable by the Eligible Executive, and required
to be withheld by the Corporation, during that period to be withheld from
Page 10
such current compensation, the Eligible Executive
shall be notified by the Corporation and shall provide the
Corporation with a check in an amount equal to the difference
between the amount of FICA and other taxes payable by the
Eligible Executive during the period and the amount of
compensation otherwise currently payable to the Eligible
Executive during the period. If the Eligible Executive does not
provide such check within the time period specified by the
Corporation, the Eligible Executive's Account Balance shall be
reduced by an amount equal to the sum of (a) the difference
between the amount of FICA and other taxes payable by the
Eligible Executive, and required to be withheld by the
Corporation, during the period and the amount of compensation
otherwise currently payable to the Eligible Executive during the
period and (b) any additional Federal, state and local income
taxes payable by the Eligible Executive with respect to the
reduction in his or her Account Balance made pursuant to this
Section 3.2.
Article IV
Treatment of Deferred Amounts
4.1 Memorandum Account. The Corporation shall
establish on its books an Account for each Participant. Amounts
deferred by a Participant pursuant to a Deferral Election shall
be credited to the Participant's Account on the date on which
the deferred amounts, absent deferral, would have been paid to
the Participant. In addition, as of each Valuation Date,
incremental amounts determined in accordance with Section 4.2
will be credited or debited to each Participant's Account. Any
payments made to or on
Page 11
behalf of the Participant and for his or
her Beneficiary shall be debited from the Account. No assets
shall be segregated or earmarked in respect to any Account and
no Participant or Beneficiary shall have any right to assign,
transfer, pledge or hypothecate his or her interest or any
portion thereof in his or her Account. The Plan and the
crediting of Accounts hereunder shall not constitute a trust or
a funded arrangement of any sort and shall be merely for the
purpose of recording an unsecured contractual obligation of the
Corporation.
4.2 Investment Measurement Options.
(a) Subject to the provisions of this Section 4.2,
a Participant's Account shall be credited or debited with
amounts equal to the amounts that would be earned or lost with
respect to the Participant's Account Balance if amounts equal to
that Account Balance were actually invested in the Investment
Measurement Options in the manner specified by the Participant.
(b) Each Eligible Executive may elect, at the same
time as a Deferral Election is made, to have one or more of the
Investment Measurement Options applied to current deferrals.
Such election with respect to current deferrals may be changed
as of the first day of any quarter, provided that written notice
of such election is filed prior to the first day of that quarter
with the Corporate Executive Compensation Department.
Page 12
(c) Subject to the restrictions described in
Subsection (d), a Participant may elect to change the manner in
which Investment Measurement Options apply to existing Account
Balances. Such an election will be effective as of the first
day of the calendar quarter following the date on which a
written election is filed with the Corporate Executive
Compensation Department.
(d) The following rules apply to Investment
Measurement Options.
(1) The percentage of a Participant's current
deferrals and/or Account Balance to which a specified Investment
Measurement Option is to be applied must be a multiple of five
percent.
(2) To the extent that a Participant has not
specified an Investment Measurement Option to apply to all or a
portion of his or her current deferrals and/or Account Balance,
the Insurance Contract Fund shall be deemed to be the applicable
Investment Measurement Option.
(3) The chosen Investment Measurement Option or
Options shall apply to deferred amounts on and after the date on
which such amounts, absent deferral, would have been paid to the
Participant.
Page 13
(e) The Committee shall have the authority to modify
the rules and restrictions relating to Investment Measurement
Options (including the authority to change such Investment
Measurement Options prospectively) as it, in its discretion,
deems necessary and in accord with the investment practices in
place under the USP.
Article V
Payment of Deferred Amounts
5.1 Form and Time of Payment. The benefits to which
a Participant or a Beneficiary may be entitled under the Plan
shall be paid in accordance with this Section 5.1.
(a) All payments under the Plan shall be made in cash.
(b) Except as otherwise provided in Sections 5.3 and
5.4, payment of a Participant's Account Balance shall commence
as of the Valuation Date next following the date or dates
specified in the Participant's Deferral Election or Elections or
(where applicable) the Participant's Revised Election or
Elections; provided, however, that where the Participant's
Deferral Election or Elections or (where applicable) the
Participant's Revised Election or Elections specify that
payments with respect to a Participant's Account Balance are to
commence as of a specified date or specified dates not
determined by reference to the Participant's retirement or other
termination of employment and the Participant terminates
employment with the Corporation prior to such date or dates,
payment of the portion of the Participant's Account Balance that
was deferred to such date or dates shall
Page 14
commence as of the Valuation Date next following the Participant's
termination of employment.
(c) All payments shall be made in the form or forms,
specified in the Participant's Deferral Election or Elections or
(where applicable) the Participant's Revised Election or
Elections.
(d) To the extent a Participant has not specified
the form or time of payment of his or her Account Balance,
payment will be made in a single sum as soon as administratively
practicable, but within 90 days, after the first Valuation Date
following the Participant's termination of employment with the
Corporation.
(e) Where a Participant has elected payment in the
form of annual installments, each installment payment after the
initial installment payment shall be made on or about March 31
of each year following the year in which the first installment
was paid. The amount of each annual installment payment to a
Participant or Beneficiary shall be determined by dividing the
Account Balance as of the latest Valuation Date preceding the
date of payment by the number of installments remaining to be
paid.
(f) Notwithstanding any election made by a
Participant, any portion of a Participant's Account Balance that
has not been paid to the Participant as of the date of his or
her death shall be
Page 15
paid to the Participant's Beneficiary in a single sum as soon as
administratively practicable, but within 90 days, after the
Valuation Date following the date on which the Corporation receives
notification of the Participant's death.
5.2 Revised Election.
(a) Pursuant to a Revised Election, a Participant
may specify:
(1) a date for the commencement of the payment of
the Participant's Account Balance that is after the date
specified in the Participant's Deferral Election; and/or
(2) a form of payment that calls for a greater
number of annual installment payments than that specified in the
Participant's Deferral Election, or a number of annual
installment payments where the Participant specified a single
sum payment in his or her Deferral Election.
(3) Notwithstanding the foregoing, an Eligible
Executive may not elect a time of benefit commencement and/or a
form of payment to the extent that such an election would cause
any payments to be made after the March 31 first following the
date that is 20 years after the date of the Eligible Executive's
retirement or other termination of employment.
Page 16
(b) If a Participant has made a Revised Election
with respect to amounts the payment of which has been deferred
to a certain date, the Participant may not thereafter make
another Revised Election with respect to amounts the payment of
which, as of the date on which such Revised Election is made and
before giving effect to the Revised Election, has been deferred
to the same date.
(c) To be effective, a Revised Election must be:
(1) made in writing by the Participant on a form
furnished for such purpose by the Corporate Executive
Compensation Department;
(2) submitted to the Corporate Executive
Compensation Department on or before the date that is three
months and one day before the date on which the portion of the
Participant's Account Balance that is the subject of the Revised
Election would, absent the Revised Election, first become
payable; and
(3) approved by the Corporate Executive Compensation
Department. A Revised Election will be deemed to have been
approved by the Corporate Executive Compensation Department if
it is not disapproved by the Corporate Executive Compensation
Department within ten days of the date on which it is received.
Page 17
5.3 Special Payments.
(a) Notwithstanding any other provision of the Plan
to the contrary, a Participant may receive payment of all or a
portion of his or her Account Balance as soon as
administratively practicable following the receipt by the
Corporate Executive Compensation Department of the Participant's
written request for such payment.
(b) (1) As a condition of receiving any payment made
pursuant to Subsection 5.3(a), a Participant will be subject to,
and must elect the application of, one of the following
penalties:
(A) payment to the Company of an amount equal to
eight percent of the amount of the payment made pursuant to
Subsection 5.3(a) and suspension of the Participant's further
participation in the Plan or any equivalent plan or plans
maintained by the Corporation or a subsidiary of the Corporation
for the entire calendar year described in "(B)" below; or
(B) payment to the Company of an amount equal to six
percent of the amount of the payment made pursuant to Subsection
5.3(a), and suspension of the Participant's tax-deferred
contributions to the Plan and the USP or any equivalent plan or
plans maintained by the Corporation or a subsidiary of the
Corporation for the entire calendar year that follows the date
on which the Participant submits to the Corporate Executive
Page 18
Compensation Department his or her request for payment pursuant
to Subsection 5.3(a).
(2) The payment to the Company specified in
Paragraph 5.3(b)(1) shall generally be deducted from the amount
otherwise payable to the Participant under Subsection 5.3(a).
(c) Where a Participant receives a payment of less
than his or her entire Account Balance pursuant to Subsection
5.3(a), the portion of the Participant's Account Balance to
which each Investment Measurement Option is applied shall be
reduced proportionately so that the Investment Measurement
Options apply to the Participant's Account Balance in the same
percentages immediately before and immediately after the
payment.
(d) Notwithstanding any provision of the Plan to the
contrary, in the event the Committee determines that any portion
of a Participant's Account Balance is the subject of a final
determination by the Internal Revenue Service that such portion
is includible in the Participant's taxable income, the
Participant's Account Balance shall be distributed to the extent
it is so includible. All income taxes and related interest and
penalties associated with credits to or distributions from a
Participant's Account shall be borne by the Participant.
5.4 Acceleration of Payment. Notwithstanding any
Page 19
other provision of this Plan to the contrary, the Committee in
its sole discretion may accelerate the payment of Account
Balances to all or any group of similarly situated Participants
or Beneficiaries, whether before or after the Participants'
termination of service, in response to changes in the tax laws
or accounting principles.
Article VI
Miscellaneous
6.1 Amendment. The Board may modify or amend, in
whole or in part, any of or all the provisions of the Plan, or
suspend or terminate it entirely; provided, however, that any
such modification, amendment, suspension or termination may not,
without the Participant's consent, adversely affect any deferred
amount credited to him or her for any period prior to the
effective date of such modification, amendment, suspension or
termination. The Plan shall remain in effect until terminated
pursuant to this provision.
6.2 Administration. The Committee shall have the
sole authority to interpret the Plan and in its discretion to
establish and modify administrative rules for the Plan. All
expenses and costs in connection with the operation of this Plan
shall be borne by the Corporation. The Corporation shall have
the right to deduct from any payment to be made pursuant to this
Plan any federal, state or local taxes required by law to be
withheld, and any associated interest and/or penalties.
Page 20
6.3 Governing Law. The Plan shall be construed and
its provisions enforced and administered in accordance with the
laws of the Commonwealth of Pennsylvania except as such laws may
be superseded by the federal law.
Article VII
Transfer of Account Balance
7.1 Transfer to Director's Plan. Notwithstanding
any election of form of payments made hereunder, a Participant
who, following his termination of employment with the
Corporation will be eligible to participate in the Directors'
Plan, may elect at any time prior to the date that is three
months and one day before the Participant's termination of
employment to transfer all or any portion of his Account Balance
to the Directors' Plan. Such transfer must occur prior to the
date that payments of the Participant's Account Balance would
otherwise be made, or commence, hereunder. Upon transfer, the
Participant's Account Balance (or the portion thereof
transferred) will be subject to the terms and conditions of the
Directors' Plan; provided, however, that any election of form of
payment made under the Directors' Plan with respect to the
amount transferred may not provide for a form of payment that is
in any way more rapid than the form of payment in effect under
this Plan with respect to such amounts immediately prior to
transfer to the Directors' Plan. Valuation of the Account
Balance (or the portion thereof) to be transferred shall be made
consistent with the valuation provisions described in Article V.
Upon transfer, the Participant's (or his or her Beneficiary's)
Page 21
rights hereunder with respect to the amounts transferred shall
cease.
Page 1 of 2
UNISYS CORPORATION
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 and 1993 (UNAUDITED)
(Millions, except share data)
1994 1993
---- ----
Primary Earnings Per Common Share
Average Number of Outstanding Common Shares 170,689,839 162,483,624
Additional Shares Assuming Exercise of Stock Options 1,769,947 2,466,514
----------- -----------
Average Number of Outstanding Common Shares and
Common Share Equivalents 172,459,786 164,950,138
=========== ===========
Income Before Extraordinary Items and Changes
in Accounting Principles $160.5 $243.9
Dividends on Series A, B and C Preferred Stock (90.1) (91.3)
------ ------
Primary Earnings on Common Shares Before Extraordinary
Items and Changes in Accounting Principles 70.4 152.6
Extraordinary Items (7.7) (26.4)
Effect of Changes in Accounting Principles 230.2
------ ------
Primary Earnings on Common Shares $ 62.7 $356.4
====== ======
Primary Earnings Per Common Share
Before Extraordinary Items and Changes
in Accounting Principles $ .40 $ .93
Extraordinary Items (.04) (.16)
Effect of Changes in Accounting Principles 1.39
----- -----
Total $ .36 $2.16
===== =====
Fully Diluted Earnings Per Common Share
Average Number of Outstanding Common
Shares and Common Share Equivalents 172,459,786 164,950,138
Additional Shares:
Assuming Conversion of:
Series A Preferred Stock 47,629,265
8 1/4% Convertible Notes 33,698,698 33,699,634
Attributable to Stock Options 148,368 187,205
----------- -----------
Common Shares Outstanding Assuming Full Dilution 206,306,852 246,466,242
=========== ===========
Primary Earnings on Common Shares Before Extraordinary
Items and Changes in Accounting Principles $ 70.4 $152.6
Exclude Dividends on Series A Preferred Stock 80.2
Interest Expense on 8 1/4% Convertible Notes,
Net of Applicable Tax 13.3 13.3
------ -----
Fully Diluted Earnings on Common Shares Before
Extraordinary Items and Changes in Accounting Principles 83.7 246.1
Extraordinary Items (7.7) (26.4)
Effect of Changes in Accounting Principles 230.2
------ ------
Fully Diluted Earnings on Common Shares $ 76.0 $449.9
====== ======
Fully Diluted Earnings Per Common Share
Before Extraordinary Items and Changes
in Accounting Principles $ .41 $1.00
Extraordinary Items (.04) (.11)
Effect of Changes in Accounting Principles .94
------ -----
Total $ .37 $1.83
====== =====
Page 2 of 2
UNISYS CORPORATION
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 and 1993 (UNAUDITED)
(Millions, except share data)
1994 1993
---- ----
Fully Diluted Earnings Per Common Share as Reported
Before Extraordinary Items and Changes in
Accounting Principles $ .40 $1.00
Extraordinary Items (.04) (.11)
Effect of Changes in Accounting Principles .94
----- -----
Total $ .36 $1.83
===== =====
Page 1 of 1
UNISYS CORPORATION
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1994 and 1993 (UNAUDITED)
(Millions, except share data)
1994 1993
---- ----
Primary Earnings Per Common Share
Average Number of Outstanding Common Shares 170,831,860 162,992,383
Additional Shares Assuming Exercise of Stock Options 970,853 1,953,007
----------- -----------
Average Number of Outstanding Common Shares and
Common Share Equivalents 171,802,713 164,945,390
=========== ===========
Net Income $ 42.9 $ 84.1
Dividends on Series A, B and C Preferred Stock (30.0) (30.3)
------ ------
Primary Earnings on Common Shares $ 12.9 $ 53.8
====== ======
Primary Earnings Per Common Share $ .08 $ .33
====== ======
Fully Diluted Earnings Per Common Share
Average Number of Outstanding Common
Shares and Common Share Equivalents 171,802,713 164,945,390
Additional Shares:
Assuming Conversion of 8 1/4% Convertible Notes 33,697,762 33,699,634
Attributable to Stock Options 96,648 226,420
----------- -----------
Common Shares Outstanding Assuming Full Dilution 205,597,123 198,871,444
=========== ===========
Primary Earnings on Common Shares $ 12.9 $ 53.8
Interest Expense on 8 1/4% Convertible Notes,
Net of Applicable Tax 4.4 4.3
------ ------
Fully Diluted Earnings on Common Shares $ 17.3 $ 58.1
====== ======
Fully Diluted Earnings Per Common Share $ .08 $ .29
====== ====== EXHIBIT 12
UNISYS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
($ in millions)
Nine
Months
Ended
September 30 Years Ended December 31
------------ -----------------------------------------------
1994 1993 1992 1991 1990 1989
------------ ------- ------- --------- -------- -------
Income (loss) before income taxes $226.0 $503.4 $435.6 $(1,288.3) $(337.3) $(554.3)
Add (deduct) share of loss (income)
of associated companies (7.1) 14.5 3.2 (6.5) (51.8) (50.0)
----- ----- ----- --------- ------- -------
Subtotal 218.9 517.9 438.8 (1,294.8) (389.1) (604.3)
===== ===== ===== ========= ======== ======
Interest expense (net of interest
capitalized) 153.1 241.7 340.6 407.6 446.7 425.7
Amortization of debt issuance
expenses 4.6 6.6 4.8 1.8 1.5 1.6
Portion of rental expense
representative of interest 57.0 76.0 84.3 86.4 82.5 78.8
----- ----- ----- ----- ----- -----
Total Fixed Charges 214.7 324.3 429.7 495.8 530.7 506.1
----- ----- ----- ----- ----- -----
Earnings (loss) before estimated
income taxes and fixed charges $433.6 $842.2 $868.5 $(799.0) $ 141.6 $( 98.2)
====== ====== ====== ======== ======= =======
Ratio of earnings to fixed charges 2.02 2.60 2.02 (a) (a) (a)
====== ====== ====== ======== ======= =======
(a) Earnings in 1991, 1990 and 1989 were inadequate to cover fixed charges by $1,294.8 million,
$389.1 million and $604.3 million, respectively.
5
