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November 2, 2007
By U.S. Mail and Facsimile to (202) 772-9210
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, NE
Washington, DC 20549
Attn: Jay E. Ingram
Attorney Advisor
Re: Unisys Corporation
Definitive 14A
Filed March 19, 2007
File No. 001-08729
Dear Mr. Ingram:
On behalf of Unisys Corporation (the "Company"), set forth below are
the Company's responses to the comments contained in the Commission's
August 21, 2007 letter regarding the proxy statement referenced above.
For your convenience, we have repeated each of the comments set forth
in the letter and followed each comment with the Company's response.
COMMENT:
Compensation Committee, page 7
1. With respect to the engagement of compensation consultants,
please provide the full disclosure set forth in paragraph (e)(3)(iii)
of Item 407 of Regulation S-K. Your disclosure in this regard lacks
discussion of whether Towers Perrin is engaged directly by the
Compensation Committee. Also disclose the material elements of the
instructions or directions given to the consultant with respect to the
performance of its duties under the engagement.
RESPONSE:
Under its charter, the Compensation Committee has sole authority to
retain and terminate any outside compensation consultants, including
sole authority to approve the consultant's fees and other retention
terms. Towers Perrin serves at the pleasure of the Committee and
performs such duties as are requested by the Committee from time to
time. In 2006, those duties consisted primarily of providing market
data and advice to the Committee that was used to determine executive
and director compensation, particularly analyses of the Company's
executive and director compensation in comparison to the benchmark
companies. Towers Perrin speaks with the chairman of the Compensation
Committee, as well as with management, in preparing for Committee
meetings, regularly attends Committee meetings and frequently meets in
executive session with the Committee without the presence of
management. Future proxy statements will so state.
COMMENT:
Related Party Transactions, page 10
2. Please provide additional detail regarding the review and
approval of related person transactions, including the specific dollar
threshold for transactions subject to review, the types of transactions
covered, and the review standards applied by the audit committee. In
addition, please include a statement of whether or not your policies
for review, approval, or ratification of related person transactions
are in writing and, if not, how such policies are evidenced. Refer to
Item 404 of Regulation S-K.
RESPONSE:
Currently the Company has not adopted a policy specifically directed at
the review, approval or ratification of related party transactions
required to be reported under Item 404(a). However, under the Unisys
Code of Ethics and Business Conduct, all employees, officers and
directors are required to avoid conflicts of interest. Employees
(including officers) must review with, and obtain the approval of,
their immediate supervisor and the Company's Corporate Ethics Office,
any situation (without regard to dollar amount) that may involve a
conflict of interest. Directors should raise possible conflicts of
interest with the Chief Executive Officer or the General Counsel. The
Code defines a conflict of interest as any relationship, arrangement,
investment or situation in which loyalties are divided between Unisys
interests and personal interests and specifically notes involvement
(either personally or through a family member) in a business that is a
competitor, supplier or customer of the Company as a particularly
sensitive area that requires careful review. Future proxy statements
will disclose these provisions of the Code of Ethics and Business
Conduct and, if the Company adopts a specific policy directed at
related party transactions, will disclose the policy's material
features.
COMMENT:
Compensation Discussion and Analysis, page 27
3. Please provide clear disclosure that addresses how each
compensation component and your decisions regarding these elements fit
into your overall compensation objectives and their impact regarding
other elements. See Item 402(b)(1)(vi) of Regulation S-K. For
example, you state on page 28 that "each element of compensation is
reviewed individually and considered collectively with the other
elements of the Company's compensation program to ensure that it is
consistent with the goals and objectives of both that particular
element of compensation and the overall compensation program." Yet as
a general matter, your disclosure lacks sufficient quantitative or
qualitative discussion of the analyses underlying the Committee's
decision to make specific compensation awards and how decisions
regarding one type of award motivate the Committee to award or consider
other forms of compensation. In order for investors to obtain a
complete understanding of your compensation programs, revise the
Compensation Discussion and Analysis to explain and place in context
how you considered each element of compensation and why determinations
with respect to one element may or may not have influenced the
Committee's decisions with respect to other allocated awards.
RESPONSE:
The Compensation Discussion and Analysis in the 2007 proxy statement
listed the following objectives of the Company's compensation program:
attract and retain executives; reward executives for achieving
financial and strategic company goals; align executive and stockholder
interests through equity-based plans; and provide a compensation
package that recognizes both individual contributions as well as
overall business results. The disclosure went on to say, "Given these
objectives, the Company's executive compensation program is designed to
provide a mix of fixed compensation and at-risk compensation that is
heavily weighted towards variable compensation tied to the achievement
of specific business objectives and corporate financial goals (both
short-term and long-term), as well as to the attainment of the
executive's individual performance objectives. To that end, the
principal components of executive officer compensation are:
* base salary;
* annual cash incentives tied to annual corporate and individual
performance; and
* long-term incentives in the form of restricted stock units, stock
options and/or other stock-based awards designed to give the
executive a continuing stake in the long-term success of the
Company and to align the executive's interests with those of
stockholders."
Unisys believes that each element of its executive compensation program
is essential to meeting the program's overall objectives and that most
of the compensation components simultaneously fulfill one or more of
these objectives. Base salaries, which are the only fixed component of
compensation, are used primarily to attract and retain executives
responsible for the Company's long-term success. Annual cash incentive
compensation is "at-risk" compensation designed both to reward
executives for the achievement of short-term corporate and individual
goals and to attract and retain executives. Long-term incentive
compensation is intended to align executive and stockholder interests,
to motivate and reward executives for long-term business success and to
attract and retain executives responsible for this long-term success.
Future proxy statements will make this clear.
Unisys has not adopted a formula to allocate total compensation among
its various components. However, as disclosed in the 2007 proxy
statement, total target compensation, as well as each element of total
compensation, is intended to be generally consistent with the median
for the benchmark companies. For 2006, base salaries and annual
incentive targets were generally in line with the benchmark companies,
and, because of the financial considerations set forth in the proxy
statement, long-term incentive targets were below the benchmark levels.
As a result, total target compensation was below competitive levels.
If the Company adjusts one or more elements of total compensation in
order to make total compensation more competitive, this will be
disclosed in future proxy statements.
The Company also incorporates flexibility into its compensation
programs and the assessment process to respond to and adjust for the
changing business environment and to emphasize, as needed, one or more
of its compensation objectives. For example, in 2006, because the
Company was in the midst of a multi-year turnaround, the focus of its
compensation program was on retaining key executives and on motivating
them to achieve turnaround objectives. Therefore the Company
instituted the 2006 Turnaround Cash Incentive Program discussed in the
2007 proxy statement and, in making decisions on base salary increases,
focused primarily on awarding increases that would bring base salaries
generally in line with the median for the benchmark companies. To the
extent that the Company makes similar assessments and decisions in
subsequent years, these will be discussed in more detail in future
proxy statements.
COMMENT:
4. Please provide an analysis of how you arrived at and why you paid
each of the particular levels and forms of compensation for 2006. From
a general standpoint, it appears that the Committee relies heavily upon
the extent to which compensation of Unisys' named executive officers
compares to the companies against which Unisys benchmarks compensation.
Yet your disclosure also indicates that you base compensation decisions
on business strategy, internal consistency, individual and business
performance, and company affordability. Revise the Compensation
Discussion and Analysis to clearly indicate how the Committee
considered these factors when approving particular pieces of each named
executive officers' compensation package and why the Committee believes
the amounts paid to each named executive officer are appropriate in
light of the various items it considered in making specific
compensation decisions.
RESPONSE:
As a general proposition, target compensation is intended to be
consistent with the median for the benchmark companies. However,
because benchmark data can vary from year to year and because the
Compensation Committee also takes into consideration individual and
corporate performance, business strategy, internal consistency and a
subjective assessment of the relative complexity and strategic
importance of the particular position held, any given executive can be
compensated at, above or below the median benchmark levels. The
principal factors considered in approving the components of 2006
compensation were as follows:
2006 Base Salary - Base salaries are initially determined by evaluating
the responsibilities of the position held and the experience of the
individual and comparing such salaries to the benchmark compensation
data. As set forth in the response to Comment 2, base salaries are
used primarily to attract and retain executives. In 2006, because the
Company was in the midst of a multi-year turnaround, the focus of its
compensation program was on retaining executives who were key to
achieving turnaround objectives. Therefore, for 2006, increases in the
salaries of the named officers were intended primarily to bring their
base salaries generally in line with the median for the benchmark
companies. Future proxy statements will provide similar discussion of
the principal factors considered when making decisions as to base
salary levels.
2006 Variable Annual Incentive Programs - As set forth above, annual
cash incentive compensation is "at-risk" compensation designed both to
reward executives for the achievement of short-term corporate and
individual goals and to attract and retain executives. In 2006, the
named officers participated in two short-term incentive plans, the
Executive Variable Compensation Plan (the "EVC Plan") and the 2006
Turnaround Cash Incentive Plan (the "Turnaround Plan").
EVC Plan - As stated in the proxy statement, no awards were made
to the named officers under this plan for 2006 because of the limited
amount of funds available and because the officers participated in the
Turnaround Plan. However, the Turnaround Plan was a one-time plan,
aimed only at 2006, and it has not been renewed. Therefore, for 2007,
the EVC Plan is the Company's principal plan for awarding variable
annual compensation. Unisys believes that the disclosure in the 2007
proxy statement already clearly indicates the factors upon which this
element of compensation is based. EVC target awards are intended to be
competitive in the market for which Unisys competes for talent and are
therefore set at or around the median for comparable positions at the
benchmark companies (except that Mr. McGrath's EVC target for 2006 was
below the median for CEOs at the benchmark companies); the actual
amount of funding available for payment to all plan participants
depends on Company performance; and amounts actually paid to an
individual from the available funding depend upon that individual's
performance. Future proxy statements will continue to disclose the
total amount of funding made available (as a percentage of total target
awards) and, if awards are made to named officers, will discuss the
principal factors considered when determining the amount of those
awards.
2006 Turnaround Cash Incentive Plan - This was a one-time plan
aimed at retaining key employees during a turnaround situation and at
incenting those employees to meet turnaround objectives, and it is not
in place in 2007. Amounts paid under this plan depended on the extent
to which either the Company (in the case of Mr. McGrath and Ms. Haugen)
or the officer's business unit (in the case of the other named
officers) met revenue, cost reduction and/or cash management objectives
for 2006 and the extent to which the individual met individual goals
and/or specific strategic operational goals. Target awards for this
plan were not based on a formula. They were derived by considering the
individual's base salary at the time the program was implemented, the
individual's responsibility for strategic areas critical to the
Company's turnaround and the relative degree of difficulty of the
individual's particular performance objectives compared to the
performance objectives of other plan participants. If the Company
implements other new or one-time plans in the future, future proxy
statements will provide a description of the factors the Committee
considered in approving the plan and in determining potential
compensation payable as well as amounts actually paid under the plan.
Long-Term Incentive Awards - As set forth in the 2007 proxy statement,
the size of long-term incentive awards in 2006 was determined primarily
by company affordability. Even though the Company intends for each
element of executive compensation to be generally consistent with the
median for the benchmark companies, the Company did not want to incur
the additional compensation expense that would have been required to
make long-term incentive grants at that level. Once the determination
was made as to the total number of shares that were affordable,
individual grants to each named officer were at approximately the same
percentage of the median for that officer's comparable position at the
benchmark companies. Future proxy statements will disclose the factors
considered when awarding individual long-term incentive grants.
COMMENT:
5. Please identify the companies against which you benchmark
compensation. See Item 402(b)(2)(xiv) of Regulation S-K.
RESPONSE:
The Company will identify the companies against which it benchmarks
compensation in future proxy statements.
In 2006, the benchmark companies were the following:
Advanced Micro Devices Hewlett-Packard National Semiconductor
Agilent Technologies IBM Nortel Networks
Apple Computer Intel Seagate Technology
Applied Materials Lenovo Sun Microsystems
Cisco Systems Lexmark International Texas Instruments
Dell Lucent Technologies Xerox
EDS Microsoft Corporation Unisys
EMC Motorola AIG
Altria Group AT&T Bank of America
BellSouth Boeing Chevron
Cingular Wireless Citigroup Colgate-Palmolive
DaimlerChrysler Dow Chemical DuPont
Eastman Kodak ExxonMobil Ford
General Electric General Motors Honeywell
Johnson & Johnson Lockheed Martin Merck
PepsiCo Pfizer Procter and Gamble
Qwest Siemens Sprint Nextel
Time Warner United Technologies Verizon
Walt Disney Wells Fargo
COMMENT:
6. Please elaborate on the role of Mr. McGrath in Unisys'
compensation processes and his input during the crafting of
compensation packages to include a discussion of whether or not Mr.
McGrath makes recommendations to the Compensation Committee relating to
measures, targets and similar items that affect his compensation and
the extent to which Mr. McGrath attends Compensation Committee meetings
or meets with the consultants used by the committee.
RESPONSE:
Mr. McGrath provides recommendations with respect to the compensation
of elected officers, excluding himself. In connection with these
recommendations, Mr. McGrath consults with the Company's head of human
resources and senior executive compensation staff and meets
periodically with Towers Perrin to review the benchmark data. In
addition, Mr. McGrath provides recommendations, based on the Company's
operating and strategic plans, to the Compensation Committee related to
the corporate performance measures used in the Company's executive
variable compensation and long-term incentive plans, as well as the
recommended threshold, target and maximum performance levels. In
connection with these recommendations, Mr. McGrath consults with the
Company's chief financial officer.
Although Mr. McGrath regularly attends Compensation Committee meetings,
his compensation package is handled by the Committee in an executive
session without Mr. McGrath's presence, using data, analysis and advice
provided by Towers Perrin. The Compensation Committee also meets from
time to time in executive session with Towers Perrin, but without the
presence of Mr. McGrath or any other members of management, to
consider, among other things, the compensation recommendations proposed
by Mr. McGrath. Future proxy statements will so state.
COMMENT:
2006 Turnaround Cash Incentive Plan, page 29
7. Please provide additional analysis about how you determined the
amount of compensation paid under the 2006 Turnaround Cash Incentive
Plan. See Item 402(b)(1)(v) of Regulation S-K. Provide a more focused
discussion that not only sets forth the amount of compensation awarded
under the plan but also provides substantive analysis and insight into
how the Committee set the amount of cash to be awarded upon attainment
of the relevant performance objectives.
RESPONSE:
Target awards for this plan were not based on a formula. They were
derived by considering the individual's base salary at the time the
program was implemented, the individual's responsibility for strategic
areas critical to the Company's turnaround and the relative degree of
difficulty of the individual's particular performance objectives
compared to the performance objectives of other plan participants. As
set forth in the response to Comment 4, this was a one-time plan aimed
at retaining key employees during a turnaround situation and at
incenting those employees to meet turnaround objectives. It is not in
place in 2007. If the Company implements a similar plan in the future,
future proxy statements will provide a description of the factors the
Committee considered in approving the plan and in determining potential
compensation payable as well as amounts actually paid under the plan.
COMMENT:
8. Please provide quantitative disclosure of the terms of the
necessary targets or performance objectives to be achieved in order for
your executive officers to earn their incentive compensation. To the
extent you believe that such disclosure is not required because it
would result in competitive harm such that you may omit the disclosure
under Instruction 4 to Item 402(b) of Regulation S-K, please provide a
detailed supplemental analysis supporting your conclusion and provide
appropriate disclosure pursuant to Instruction 4. In discussing how
difficult it will be for you to achieve the target levels or other
factors, please provide as much detail as necessary without disclosing
information that poses a reasonable risk of competitive harm. For
example, consider disclosure that addresses the relationship between
historical and future achievement and the extent to which the Committee
set the incentive parameters based upon a probability that you would
achieve the performance objectives.
RESPONSE:
In general, incentive compensation that depends upon the achievement of
corporate performance targets consists of (1) short-term cash
incentives under the Company's Executive Variable Compensation Plan
(the "EVC Plan") and (2) performance-based restricted stock units
("RSUs") under the Company's long-term incentive plan. As disclosed in
the 2007 proxy statement, the amount of funding that is made available
for payment to all participants under the EVC Plan depends primarily
upon the degree to which the Company meets certain performance targets
for the year; the degree to which performance-based RSUs vest is
dependent upon the degree to which the Company meets certain
performance targets for the relevant performance period. For 2006,
corporate performance targets for both the EVC Plan and performance-
based RSUs consisted of pre-tax profit and revenue targets. This will
also be the case for 2007. Both the pre-tax profit and the revenue
targets are based on the Company's Board-approved operating and
strategic plans, which outlook the Company's anticipated results for
the current year and subsequent periods, taking into account
confidential, strategic plans and decisions with regard to investments,
divestitures, shifts in business focus, cost reduction actions and the
like.
In late 2005, the Company announced that it was implementing a multi-
year plan to fundamentally reposition its business. The announced plan
included focusing the Company's resources on high-growth market areas,
enhancing sales and marketing programs, divesting non-strategic areas
of the business, and reducing the Company's cost structure through
headcount reductions and other actions. In light of the magnitude of
the intended changes and the uncertainties with respect to timing and
size of restructuring actions and divestitures, the Company's Board
made the decision that the Company would not give earnings guidance in
2006. This was announced on the Company's January 2006 earnings call
with financial analysts. The Company has continued this policy in
2007. In the Company's earnings call with financial analysts on
January 24, 2007, Mr. McGrath stated, "As we continue the repositioning
work, we will not be providing earnings guidance for 2007. We are in
the middle of a multi-year transformation, and we are still retooling,
retraining, restaffing, and investing in our growth programs. And we
still have much work to do, particularly in the first half of 2007, in
completing our headcount reductions and other cost-reduction
activities." The Company is opposed to providing quantitative
disclosures of the revenue and pre-tax profit performance objectives
applicable to its incentive compensation programs. Providing this
information would be the equivalent of providing guidance through the
back door of disclosure about executive compensation, and the Unisys
Board has made the determination that, in the current situation,
providing these forecasts would be detrimental to the company.
Unisys will, however, make clear in its disclosures that the
performance targets are keyed to the operating and strategic plans.
If, as was the case for 2006 and 2007 awards, the performance targets
(that would result in 100% payout) are the same as the forecasted
amounts in the operating and strategic plans, this will be disclosed.
This would mean that the likelihood of achieving the targeted levels
will be purely a function of the degree to which the Company is able to
meet its forecasted results. The Company would therefore expect to
make disclosure similar to that made in the 2007 proxy statement when
discussing the difficulty/likelihood of achieving the targets: "For
2006, the Company's pre-tax profit performance was at target, and
revenue was below threshold. ... Based on 2006 performance, the Company
anticipates that pre-tax profit goals for the remaining performance
periods are achievable at target and that the Company will need to over
perform against its operating and strategic plans in order to achieve
the revenue targets". The Company will also disclose the threshold and
maximum performance levels as a percentage of the target amount in
order to give investors a sense of the relative difficulty of achieving
threshold and maximum levels. If, in the future, performance targets
(that would result in 100% payout) are set either above or below the
forecast in the operating and strategic plans, this will be disclosed
also.
COMMENT:
9. Revise the Compensation Discussion and Analysis to capture
material differences in compensation policies with respect to
individual named executive officers. See Section II.B.1 of Commission
Release No. 33-8732A. Refer to the wide disparities in Mr. McGrath's
salary, the amount paid to him under the Turnaround Incentive Plan, and
the time-based restricted stock award made on March 8, 2006. Provide a
more detailed discussion of how and why the compensation of your
highest-paid named executive officer differs from that of the other
named executive officers. If policies or decisions relating to a named
executive officer are materially different than the other officers,
please discuss this on an individualized basis.
RESPONSE:
Unisys does not believe that there are material differences in
compensation policies and decisions for its named executive officers.
As the Commission set forth in Section II.B.1 of Release No. 33-8732A,
"[w]here policies or decisions are materially similar, officers can be
grouped together." In its 2007 proxy statement, the Company stated
that, in making compensation decisions, it takes into consideration
data reflecting compensation levels for persons holding comparable
positions at the companies with which Unisys competes or could compete
for executive talent. The disclosure went on to say that, in general,
total target compensation, as well as each element of total
compensation, is intended to be consistent with the median for the
benchmark companies, but that, because long-term incentive targets were
below benchmark levels (for the financial reasons cited in the proxy
statement), total target compensation was below competitive levels.
This was true for all named officers, including Mr. McGrath. While it
is true that Mr. McGrath's compensation is higher than that of the
other named officers, this is a function of the position he holds. His
compensation is commensurate with the responsibilities of a chief
executive officer, which tend to be significantly higher than the
responsibilities of the other officers. Mr. McGrath's compensation
relative to the median for CEOs at the benchmark companies is actually
less competitive than that of the other named officers in relation to
the comparable positions at the benchmark companies. If, in the
future, the Company makes policies or decisions relating to a named
executive officer that are materially different from those made for the
other officers, the Company will discuss this on an individualized
basis.
COMMENT:
Non-Qualified Deferred Compensation, page 41
10. Refer to the disclosure relating to earnings based upon the
performance of one or more of the investment options available under
the Unisys Savings Plan. Please consider paragraph (i)(3)(ii) of Item
402 of Regulation S-K when drafting appropriate corresponding
disclosure.
RESPONSE:
The Company did consider paragraph (i)(3)(ii) of Item 402 of Regulation
S-K when drafting this disclosure, and believes that its disclosure is
fully compliant with this paragraph. Paragraph (i)(3) requires a
description of any material factors necessary to an understanding of
the deferred compensation plan. As an example of a factor that may be
material in a given case, subsection (ii) cites "The measures for
calculating interest or other plan earnings (including whether such
measure(s) are selected by the executive or the registrant and the
frequency and manner in which selections may be changed), quantifying
interest rates and other earnings measures applicable during the
registrant's last fiscal year". In the proxy statement, Unisys made
the following disclosure: "Amounts deferred are recorded in a
memorandum account for each participant and are credited or debited
with earnings or losses as if such amounts had been invested in one or
more of the investment options available under the Unisys Savings Plan,
as selected by the participant. Participants may change their
investment options at any time." The Unisys Savings Plan gives
participants the opportunity to invest contributions in one or more of
approximately 70 professionally managed (by Fidelity Investments)
funds. Given the number of possible investment vehicles, and the
discretion given to participants to choose and change investment
vehicles, it is neither practicable nor material to disclose interest
rates or earnings measures. Future proxy statements will, however,
disclose the number of investment options available under the Unisys
Savings Plan and the fact that these funds are professionally managed.
COMMENT:
Change in Control Agreements, page 42
11. Please include a column that shows the aggregate value of
benefits a named executive officer would receive upon the occurrence of
each of the disclosed events.
RESPONSE:
In future proxy statements, the table will include a column showing the
total of all benefits shown in the other columns.
COMMENT:
Compensation of Directors, page 44
12. Revise to include the assumptions made in the valuation of stock
awards by reference to a discussion of those assumptions in Unisys'
financial statements, footnotes to the financial statements, or
discussion in Management's Discussion and Analysis. See the
Instruction to Item 402(k)(2)(iii) and (iv) and the Instruction to Item
402(k).
RESPONSE:
The Directors' Compensation Table in future proxy statements will
include a footnote similar to the one contained in the Summary
Compensation Table that refers to a discussion of the assumptions made
in the valuation of stock awards.
The Company acknowledges that:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to comments do
not foreclose the Commission from taking any action with respect to
the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
The Company hopes that the above is responsive to the Staff's comments.
Very truly yours,
UNISYS CORPORATION
Patricia A. Bradford
Senior Vice President, Worldwide Human Resources