UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2005
OR
For the transition period from to .
Commission file number: 1-8729
UNISYS CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Unisys Way
Blue Bell, Pennsylvania
Registrant’s telephone number, including area code: (215) 986-4011
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on
which registered
Common Stock, par value $.01
Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Securities Act Rule 405. x Yes ¨ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 and Section 15(d) of the Act. ¨ Yes x No
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. x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). ¨ Yes x No
Aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter: approximately $2.1 billion.
The amount shown is based on the closing price of Unisys Common Stock as reported on the New York Stock Exchange composite tape on June 30, 2005. Voting stock beneficially held by officers and directors is not included in the computation. However, Unisys Corporation has not determined that such individuals are “affiliates” within the meaning of Rule 405 under the Securities Act of 1933.
Number of shares of Unisys Common Stock, par value $.01, outstanding as of December 31, 2005: 341,966,150
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 2005 Annual Report to Stockholders — Part I, Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for the 2006 Annual Meeting of Stockholders — Part III.
PART I
Unisys Corporation (“Unisys” or the “Company”) is a worldwide technology services and solutions company. The Company’s consultants apply Unisys expertise in consulting, systems integration, outsourcing, infrastructure, and server technology to help clients achieve secure business operations.
Unisys has two business segments — Services and Technology. Financial information concerning the two segments is set forth in Note 17, “Segment information”, of the Notes to Consolidated Financial Statements appearing in the Unisys 2005 Annual Report to Stockholders, and such information is incorporated herein by reference.
The principal executive offices of Unisys are located at Unisys Way, Blue Bell, Pennsylvania 19424.
Principal Products and Services
Unisys provides services and technology to commercial businesses and governments throughout most of the world.
In the Services segment, Unisys provides end-to-end services and solutions designed to help clients improve their competitiveness and efficiency in the global marketplace. The Unisys portfolio of solutions and services includes systems integration and consulting; outsourcing, including the management of a customer’s internal information systems and management of specific business processes, such as check processing, insurance claims processing, health claims processing, mortgage administration and cargo management; infrastructure services involving the design and support of customers’ IT infrastructure, including desktops, servers, mobile and wireless systems, and networks; enterprise-wide security solutions to protect systems, networks, applications and data; and core maintenance (maintenance on Unisys proprietary products).
In the Technology segment, Unisys develops servers and related products that operate in transaction-intensive, mission-critical environments. Major offerings include enterprise-class servers based on the Unisys Cellular MultiProcessing architecture, such as the ClearPath Plus family of servers, which integrates proprietary and “open” platforms, and the ES7000 family of servers, which provide enterprise-class attributes on Intel-based servers; operating system software and middleware to power high-end servers; and specialized technologies such as payment systems, chip testing and third-party products.
The primary vertical markets Unisys serves worldwide include financial services, communications, transportation, commercial, and public sector, including the U.S. federal government.
Products and services are marketed primarily through a direct sales force. In certain foreign countries, Unisys markets primarily through distributors.
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Materials
Unisys purchases components and supplies from a number of suppliers around the world. For certain technology products, the Company relies on a single or limited number of suppliers, although the Company makes every effort to assure that alternative sources are available if the need arises. The failure of the Company’s suppliers to deliver components and supplies in sufficient quantities and in a timely manner could adversely affect the Company’s business.
Patents, Trademarks and Licenses
Unisys owns many domestic and foreign patents relating to the design and manufacture of its products, has granted licenses under certain of its patents to others and is licensed under the patents of others. Unisys does not believe that its business is materially dependent upon any single patent or license or related group thereof. Trademarks and service marks used on or in connection with Unisys products and services are considered to be valuable assets of Unisys.
Seasonality
The Company’s revenue is affected by such factors as the introduction of new products and services, the length of sales cycles and the seasonality of purchases. Seasonality has generally resulted in higher fourth quarter revenue than in other quarters.
Customers
No single customer accounts for more than 10% of Unisys revenue. Sales of commercial products and services to various agencies of the U.S. government represented 17% of total consolidated revenue in 2005.
Backlog
In the Services segment, firm order backlog at December 31, 2005 was $6.4 billion, compared to $6.8 billion at December 31, 2004. Approximately $2.8 billion (44%) of 2005 backlog is expected to be filled in 2006. Although the Company believes that this backlog is firm, the Company may, for commercial reasons, allow the orders to be cancelled, with or without penalty. In addition, funded government contracts included in this backlog are generally subject to termination, in whole or part, at the convenience of the government or if funding becomes unavailable. In such cases, the Company is generally entitled to receive payment for work completed plus allowable termination or cancellation costs.
At the end of 2005, the Company also had $2.3 billion of potential future Services order value which it may receive under certain multi-year U.S. government contracts for which funding is appropriated annually. The comparable value of unfunded multi-year U.S. government contracts at the end of 2004 was $2.4 billion.
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Because of the relatively short cycle between order and shipment in its Technology segment, the Company believes that backlog information for this segment is not material to the understanding of its business.
Competition
Unisys business is affected by rapid change in technology in the information services and technology industries and aggressive competition from many domestic and foreign companies. Principal competitors are systems integrators, consulting and other professional services firms, outsourcing providers, infrastructure services providers, computer hardware manufacturers and software providers. Unisys competes primarily on the basis of service, product performance, technological innovation, and price. Unisys believes that its continued investment in engineering and research and development, coupled with its marketing capabilities, will have a favorable impact on its competitive position.
Research and Development
Unisys-sponsored research and development costs were $263.9 million in 2005, $294.3 million in 2004, and $280.1 million in 2003.
Environmental Matters
Capital expenditures, earnings and the competitive position of Unisys have not been materially affected by compliance with federal, state and local laws regulating the protection of the environment. Capital expenditures for environmental control facilities are not expected to be material in 2006 and 2007.
Employees
As of December 31, 2005, Unisys had approximately 36,100 employees.
Unisys uses the title “partner” for certain members of its services business management. In using the term “partner” or “partners,” Unisys does not mean to imply that these individuals are partners in the legal sense or to imply any intention to create a separate legal entity, such as a partnership.
International and Domestic Operations
Financial information by geographic area is set forth in Note 17, “Segment information”, of the Notes to Consolidated Financial Statements appearing in the Unisys 2005 Annual Report to Stockholders, and such information is incorporated herein by reference.
Available Information
Unisys makes available, free of charge through its Internet web site at http://www.unisys.com/about_unisys/investors, its annual report on Form 10-K,
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quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Unisys also makes available on its Internet website its Guidelines on Significant Corporate Governance Issues, the charters of the Audit Committee, Compensation Committee, Finance Committee, and Nominating and Corporate Governance Committee of its board of directors, and its Code of Ethics and Business Conduct. Such information is also available in print to stockholders upon request.
Discussion of risk factors is set forth under the heading “Factors that may affect future results” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Unisys 2005 Annual Report to Stockholders and is incorporated herein by reference.
Not applicable.
As of December 31, 2005, Unisys had 21 major facilities in the United States with an aggregate floor space of approximately 4.6 million square feet, located primarily in California, Georgia, Michigan, Minnesota, New Jersey, Pennsylvania, Utah and Virginia. Two of these facilities, with aggregate floor space of approximately 1.0 million square feet, were owned by Unisys and 19, with approximately 3.6 million square feet of floor space, were leased to Unisys. Approximately 3.9 million square feet of the U.S. facilities were in current operation, approximately .2 million square feet were subleased to others, and approximately .5 million square feet were being held in reserve or were declared surplus with disposition efforts in progress.
As of December 31, 2005, Unisys had 23 major facilities outside the United States with an aggregate floor space of approximately 2.5 million square feet, located primarily in Australia, Brazil, France, Germany, India, Netherlands, South Africa, Switzerland and the United Kingdom. Four of these facilities, with approximately .7 million square feet of floor space, were owned by Unisys and 19, with approximately 1.8 million square feet of floor space, were leased to Unisys. Approximately 1.8 million square feet were in current operation, approximately .2 million square feet were subleased to others, and approximately .5 million square feet were being held in reserve or were declared surplus with disposition efforts in progress.
Unisys major facilities include offices, laboratories, centers of excellence, manufacturing plants, warehouses, and distribution and sales centers. Unisys believes that its facilities are suitable and adequate for current and presently projected needs. Unisys continuously reviews its anticipated requirements for facilities and will from time to time acquire
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additional facilities, expand existing facilities, and dispose of existing facilities or parts thereof, as necessary.
As of the date of filing of this report, Unisys has no material legal proceedings required to be disclosed under this Item 3.
No matters were submitted to a vote of security holders of Unisys during the fourth quarter of 2005.
Information concerning the executive officers of Unisys as of February 1, 2006 is set forth below.
Name
Position with Unisys
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There is no family relationship among any of the above-named executive officers. The By-Laws provide that the officers of Unisys shall be elected annually by the Board of Directors and that each officer shall hold office for a term of one year and until a successor is elected and qualified, or until the officer’s earlier resignation or removal.
Mr. McGrath, Chief Executive Officer since January 2005 and President since April 2004. He also served as Chief Operating Officer (April 2004 until December 2004), Executive Vice President and President, Enterprise Transformation Services (January 2000 until April 2004), and Senior Vice President of Major Accounts Sales and Chief Marketing Officer (1999). Prior to joining Unisys in 1999, he was with Xerox Corporation from 1988 until 1998, serving as vice president and general manager of its Production Color Systems unit and as vice president of strategy and integration for the Production Systems division. Mr. McGrath has been an officer since 1999.
Mr. Blackmore, Executive Vice President and President, Worldwide Sales and Marketing, since February 2005. Prior to joining Unisys, he was with Hewlett-Packard Company, a global technology solutions provider, serving as Executive Vice President, Customer Solutions Group (May 2004 until August 2004) and Executive Vice President, Enterprise Systems Group (2002 until April 2004). From 1991 until its acquisition by Hewlett-Packard in 2002, he was with Compaq Computer Corporation, serving in a number of senior management positions, most recently as Executive Vice President, Worldwide Sales and Services (2000-2002). Mr. Blackmore has been an officer since 2005.
Ms. Wallace, Executive Vice President since 2004 and head of the company’s Six Sigma Lean initiative in 2005. She has also served as President, Global Infrastructure Services (2000 until February 2005); Senior Vice President (2000 until February 2004) and Vice President and President, Global Network Services (1999). Prior to joining Unisys in 1999, she was Vice President of Services Marketing and Sales, Compaq Computer Corporation (1998-1999), and Vice President of Marketing and Services, Digital Equipment Corporation (1993-1998). Ms. Wallace has been an officer since 2000.
Ms. Haugen, Senior Vice President and Chief Financial Officer since 2000. Prior to that time, she served as Vice President and Controller and Acting Chief Financial Officer (1999-2000) and Vice President and Controller (1996-1999). Ms. Haugen has been an officer since 1996.
Ms. Sundheim, Senior Vice President, General Counsel and Secretary since 2001. From 1999 to 2001, she was Vice President, Deputy General Counsel and Secretary. She had been Deputy General Counsel since 1990. Ms. Sundheim has been an officer since 1999.
Mr. Baroni, Vice President and President, Global Public Sector since 2004. Mr. Baroni joined Unisys in 2001 as President, Global Public Sector.
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Prior to that, he spent almost 20 years at KPMG, LLP and KPMG Consulting (now Bearing Point) where his last position was as Senior Vice President of their Public Service Practice. Mr. Baroni has been an officer since 2004.
Mr. Battersby, Vice President and Treasurer since 2000. Prior to that time, he served as Vice President of Corporate Strategy and Development (1998-2000); and Vice President and Assistant Treasurer (1996-1998). Mr. Battersby has been an officer since 2000.
Ms. Bradford, Vice President, Worldwide Human Resources since January 2005. From April 2004 until December 2004, she served as Vice President, Human Resources Operations, from March 2003 until March 2004, she served as Vice President and Managing Business Partner, Enterprise Transformation Services, and from November 1999 until February 2003, she served as Vice President and Managing Business Partner, Global Industries. Prior to that time, she held several other leadership positions in Human Resources. Ms. Bradford joined Unisys in 1982 and has been an officer since January 2005.
Mr. Cavuoto, Vice President and President, Global Financial Services since 2004. Mr. Cavuoto joined Unisys in 2001 as President, Global Financial Services. From 1994 until 2001, he was with KPMG Consulting (now Bearing Point) as Senior Vice President and Managing Director of its Financial Services Solutions Practice. Mr. Cavuoto has been an officer since 2004.
Mr. Daiuto, Vice President and President, Systems and Technology since January 2005. From 2000 until 2004, he served as Vice President, Product Development and Technology. Prior to 2000, he had held a variety of business and engineering management positions with Unisys since he joined the Company in 1970. Mr. Daiuto has been an officer since 2000.
Mr. Hendricks, Vice President and President, Global Outsourcing and Infrastructure Services since February 2005. Mr. Hendricks joined Unisys in 2001 and has served in a variety of leadership roles. Before joining Unisys, he was President and Chief Executive Officer of Digite, a software company based in Silicon Valley, from 2000 to 2001. Prior to that he was with Arthur Andersen & Co. and Andersen Consulting (now Accenture) for 20 years. Mr. Hendricks has been an officer since February 2005.
Mr. McHale, Vice President, Investor Relations since 1997. From 1989 to 1997, he was Vice President, Investor and Corporate Communications. Mr. McHale has been an officer since 1986.
Mr. Munnelly, Vice President and Corporate Controller since November 2005. Prior to joining Unisys, Mr. Munnelly was with KPMG where he served as a partner in the Audit and Risk Advisory Services Practice. Prior to KPMG, he spent 16 years with Arthur Andersen, most recently as a partner in the Audit and Business Advisory practice. Mr. Munnelly has been an officer since November 2005.
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PART II
Unisys Common Stock (trading symbol “UIS”) is listed for trading on the New York Stock Exchange, on exchanges in Amsterdam, Brussels, and London and on the SWX Swiss Exchange. Information on the high and low sales prices for Unisys Common Stock is set forth under the heading “Quarterly financial information” in the Unisys 2005 Annual Report to Stockholders and is incorporated herein by reference. At December 31, 2005, there were approximately 342.0 million shares outstanding and approximately 24,000 stockholders of record. Unisys has not declared or paid any cash dividends on its Common Stock since 1990 and does not anticipate declaring or paying cash dividends in the foreseeable future.
A summary of selected financial data for Unisys is set forth under the heading “Five-year summary of selected financial data” in the Unisys 2005 Annual Report to Stockholders and is incorporated herein by reference.
Management’s discussion and analysis of financial condition and results of operations is set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Unisys 2005 Annual Report to Stockholders and is incorporated herein by reference.
Information concerning market risk is set forth under the heading “Market risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Unisys 2005 Annual Report to Stockholders and is incorporated herein by reference.
The following documents appearing in the Company’s 2005 Annual Report to Stockholders for the year ended December 31, 2005 are incorporated herein by reference:
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(a) Disclosure Controls and Procedures; Changes in Internal Control Over Financial Reporting
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of December 31, 2005. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms. During the fourth quarter of 2005, the Company recorded certain accounting adjustments at its federal government group operations. The Company’s corporate monitoring controls identified these issues prior to year end. In response to these issues, the Company is taking steps to strengthen its control processes at its federal government group operations. Among other things, the Company has added new personnel resources and enhanced certain reconciliation processes. The matter noted above has been discussed with the Company’s Audit Committee.
(b) Management’s Report on Internal Control Over Financial Reporting; Attestation Report of Independent Registered Public Accounting Firm
Management’s report on internal control over financial reporting and the attestation report of Ernst & Young LLP thereon are set forth under the headings “Report of Management on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” in the Unisys 2005 Annual Report to Stockholders, and are incorporated herein by reference.
PART III
(a) Identification of Directors. Information concerning the directors of Unisys is set forth under the headings “Nominees for Election to the Board of Directors”, “Members of the Board of Directors Continuing in Office — Term Expiring in 2007” and “Members of the Board of Directors Continuing in Office — Term Expiring in 2008” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
(b) Identification of Executive Officers. Information concerning executive officers of Unisys is set forth under the caption “EXECUTIVE OFFICERS OF THE REGISTRANT” in Part I, Item 10, of this report.
(c) Audit Committee Financial Experts. Information concerning audit committee financial experts is set forth under the heading “Committees” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
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(d) Identification of the Audit Committee. Information concerning the audit committee of Unisys is set forth under the heading “Committees” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
(e) Code of Ethics. Information concerning the Unisys Code of Ethics and Business Conduct is set forth under the caption “Code of Ethics and Business Conduct” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
Information concerning executive compensation is set forth under the headings “EXECUTIVE COMPENSATION,” “REPORT OF THE COMPENSATION COMMITTEE” and “STOCK PERFORMANCE GRAPH” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
Information concerning securities authorized for issuance under equity compensation plans is set forth under the heading “EQUITY COMPENSATION PLAN INFORMATION” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
Information concerning shares of Unisys equity securities beneficially owned by certain beneficial owners and by management is set forth under the heading “SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
Information concerning certain relationships and related transactions is set forth under the heading “EXECUTIVE COMPENSATION – Transactions with Management” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
Information concerning fees and services of the Company’s principal accountants is set forth under the heading “Relationship with Independent Registered Public Accounting Firm” in the Unisys Proxy Statement for the 2006 Annual Meeting of Stockholders and is incorporated herein by reference.
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PART IV
The following documents are filed as part of this report:
1. Financial Statements from the Unisys 2005 Annual Report to Stockholders which are incorporated herein by reference:
Consolidated Balance Sheets at December 31, 2005 and December 31, 2004
Consolidated Statements of Income for each of the three years in the period ended December 31, 2005
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2005
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2005
Notes to Consolidated Financial Statements
Report of Management on Internal Control over Financial Reporting
Reports of Independent Registered Public Accounting Firm
2. Financial Statement Schedules filed as part of this report pursuant to Item 8 of this report:
ScheduleNumber
II
The financial statement schedule should be read in conjunction with the consolidated financial statements and notes thereto in the Unisys 2005 Annual Report to Stockholders. Financial statement schedules not included with this report have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
Separate financial statements of subsidiaries not consolidated with Unisys and entities in which Unisys has a fifty percent or less ownership interest have been omitted because these operations do not meet any of the conditions set forth in Rule 3-09 of Regulation S-X.
3. Exhibits. Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index included in this report at pages 16 through 19. Management contracts and compensatory plans and arrangements are listed as Exhibits 10.1 through 10.23.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By:
/s/ Joseph W. McGrath
Joseph W. McGrath
President and Chief Executive Officer
Date: February 17, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 17, 2006.
*Henry C. Duques
Henry C. Duques
Chairman of the Board and Director
(principal executive officer) and Director
/s/ Janet Brutschea Haugen
*J. P. Bolduc
Janet Brutschea Haugen
J. P. Bolduc
Senior Vice President and Chief Financial Officer
Director
(principal financial officer)
/s/ Joseph M. Munnelly
*James J. Duderstadt
Joseph M. Munnelly
James J. Duderstadt
Vice President and Corporate Controller
(principal accounting officer)
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*Matthew J. Espe
*Clayton M. Jones
Matthew J. Espe
Clayton M. Jones
*Denise K. Fletcher
Denise K. Fletcher
Leslie F. Kenne
*Randall J. Hogan
*Theodore M. Martin
Randall J. Hogan
Theodore M. Martin
*Edwin A. Huston
Edwin A. Huston
Attorney-in-Fact
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Millions)
Description
Balance atBeginning
of Period
AdditionsChargedto Costs
and Expenses
Allowance for Doubtful Accounts (deducted from accounts and notes receivable):
Year Ended December 31, 2003
Year Ended December 31, 2004
Year Ended December 31, 2005
15
EXHIBIT INDEX
ExhibitNumber
16
17
18
19