UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) October 10, 2005
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UNISYS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way,
Blue Bell, Pennsylvania 19424
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(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_______________________________________________________________________________
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
\ \ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
\ \ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
\ \ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
\ \ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 10, 2005, Unisys Corporation issued a news release announcing
preliminary financial results for the quarter ended September 30, 2005. The
release is furnished as Exhibit 99 to this Current Report.
The release presents information with and without pension expense. Unisys
believes that this information will enhance an overall understanding of its
financial performance due to the significant change in pension expense from
period to period and the non-operational nature of pension expense. The
presentation of non-GAAP information is not meant to be considered in isolation
or as a substitute for results prepared in accordance with accounting principles
generally accepted in the United States.
Reconciliation of GAAP to Non-GAAP Estimated Earnings (Loss) Per Share:
Three Months Ended
9/30/2005
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Estimated earnings (loss) per share-
on a GAAP basis (.16) - (.18)
Add back estimated pension expense,
Net of tax .09
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Estimated earnings (loss) per share
On a NON-GAAP basis
(excluding pension expense) (.07) - (.09)
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The information in this Item 2.02 and in Exhibit 99 shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. The
information contained in this Item 2.02 and in Exhibit 99 shall not be
incorporated into any registration statement or other document filed with the
Securities and Exchange Commission by the company, whether made before or after
the date hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is being furnished herewith:
99 News Release, dated October 10, 2005, of Unisys Corporation
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNISYS CORPORATION
Date: October 11, 2005 By: /s/Janet B. Haugen
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Janet B. Haugen
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
No.
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99 News Release, dated October 10, 2005, of Unisys Corporation.
News Release Unisys Media Contacts: Guy Esnouf, 215-986-6583 Guy.Esnouf@unisys.com Investor Contact: Jacqueline Lewis, 215-986-5204 Jacqueline.Lewis@unisys.com Jim Kerr, 215-986-5795 Jim.Kerr@unisys.com UNISYS EXPECTS LOWER-THAN-ANTICIPATED RESULTS FOR THIRD QUARTER OF 2005 BLUE BELL, PA, OCTOBER 10, 2005 - Unisys Corporation (NYSE: UIS) said today that, based on preliminary results for the quarter, it expects to report a third-quarter 2005 loss of 7 - 9 cents per share, excluding pension expense. This range includes the previously announced 2-cent per share charge related to a cash tender offer for its 8 1/8% notes due 2006. This compares to the company's previous guidance of earnings per share, excluding pension expense and the charge related to the tender offer, of 4 - 6 cents per share. On a U.S. GAAP basis, including pension expense and the cash tender offer charge, the third-quarter 2005 net loss is expected to be between 16 and 18 cents per share. Revenue for the third quarter of 2005 is expected to be in the $1.37 - $1.39 billion range, a decrease of approximately 4 - 5% from the prior-year quarter. The company saw lower-than-expected results in both its services and technology businesses. The third-quarter 2005 results are preliminary, subject to the completion of customary quarterly closing and review procedures. "We are currently analyzing the reasons for the shortfall, and we will discuss these, as well as the actions we are taking to drive improved results, at the time of our quarterly earnings conference call," said Unisys President and CEO Joseph W. McGrath. The company said it will release its third-quarter 2005 results on Tuesday, October 18 before the opening of trading on the New York Stock Exchange. Following the release on October 18, the company will hold a conference call with the financial community from 8:15 - 9:15 a.m. Eastern Time to discuss the results. The company will offer a live, listen-only Webcast of the conference call via a link on the Unisys Investor Web site at www.unisys.com/investor. A replay of the Webcast will be available on the Unisys Investor Web site shortly following the conference call. FORWARD-LOOKING STATEMENTS Any statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, any projections of earnings, revenues, contract values or other financial items; any statements of the company's plans, strategies or objectives for future operations; statements regarding future economic conditions or performance; and any statements of belief or expectation. All forward-looking statements rely on assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Risks and uncertainties that could affect the company's future results include general economic and business conditions; the effects of aggressive competition in the information services and technology markets on the company's revenues, pricing and margins and on the competitiveness of its product and services offerings; the level of demand for the company's products and services and the company's ability to anticipate and respond to changes in technology and customer preferences; the company's ability to grow outsourcing and infrastructure services and its ability to effectively and timely complete the related solutions implementations, client transitions to the new environment and work force and facilities rationalizations; the company's ability to effectively address its challenging outsourcing operations through negotiations or operationally and to fully recover the associated outsourcing assets; the company's ability to drive profitable growth in consulting and systems integration; the level of demand for the company's high-end enterprise servers; the company's ability to maintain tight cost controls; the risks of doing business internationally and the potential for infringement claims to be asserted against the company or its clients. Additional discussion of these and other factors that could affect Unisys future results is contained in its periodic filings with the Securities and Exchange Commission. Unisys assumes no obligation to update any forward- looking statements. ABOUT UNISYS Unisys is a worldwide information technology services and solutions company. Our people combine expertise in consulting, systems integration, outsourcing, infrastructure and server technology with precision thinking and relentless execution to help clients in more than 100 countries quickly and efficiently achieve competitive advantage. For more information, visit www.unisys.com. ### RELEASE NO.: 1010/8582 http://www.unisys.com/about__unisys/news_a_events/10108582.htm Unisys is a registered trademark of Unisys Corporation. All other brands and products referenced herein are acknowledged to be trademarks or registered trademarks of their respective holders.