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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
Unisys Way
Blue Bell, Pennsylvania 19424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(215) 986-4011
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock, par value $.01 New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 ____
-----
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. [_]
Aggregate market value of the voting stock held by non-affiliates:
approximately $4,013,000,000 as of December 31, 2001. The amount shown is based
on the closing price of Unisys Common Stock as reported on the New York Stock
Exchange composite tape on that date. 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, 2001: 320,493,667.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Unisys Corporation 2001 Annual Report to Stockholders -- Part I,
Part II and Part IV.
Portions of the Unisys Corporation Proxy Statement for the 2002 Annual Meeting
of Stockholders -- Part III.
2
PART I
ITEM 1. BUSINESS
- -----------------
Unisys Corporation ("Unisys" or the "Company") is a worldwide information
services and technology company providing business solutions that help customers
utilize information technology to seize opportunities, overcome challenges, and
succeed in the global economy.
Unisys has two business segments -- Services and Technology. Financial
information concerning the two segments is set forth in Note 14, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 2001 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 a range of services and solutions
designed to help clients apply information technology to meet their business
problems. The Unisys portfolio of solutions and services includes consulting and
systems integration; outsourcing, including the management of a customer's
internal information systems and management of specific business processes, such
as payment processing, mortgage administration and cargo management; network
services involving the management and support of customers' multi-vendor
networks, desktops, and servers; and security solutions to protect systems,
networks, applications and data.
In the Technology segment, Unisys develops servers and related products
that operate in high-volume, mission-critical environments. Major offerings
include enterprise-class servers based on Cellular Multi Processing
architecture, such as the ClearPath Enterprise server, which integrates
proprietary and "open" platforms, and Intel-based servers with enterprise-class
attributes, such as the ES7000 server; system middleware to power high-end
servers; storage products; payment systems; and specialized technologies.
The primary vertical markets Unisys serves worldwide include financial
services, communications, transportation, media, 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.
3
Raw Materials
- -------------
Raw materials essential to the conduct of the business are generally
readily available at competitive prices in reasonable proximity to those
facilities utilizing such materials.
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.
Backlog
- -------
In the Services segment, firm order backlog at December 31, 2001 was $5.7
billion, compared to $5.8 billion at December 31, 2000. Approximately $2.3
billion (40%) of 2001 backlog is expected to be filled in 2002. 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 2001, the Company also had $2.8 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 for 2000 was $2.1
billion.
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.
Customers
- ---------
No single customer accounts for more than 10% of Unisys revenue. Sales of
commercial products to various agencies of the U.S. government represented 10%
of total consolidated revenue in 2001.
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
4
competitors are computer hardware manufacturers, software providers, and
information technology services companies, including companies that provide
systems integration and consulting, outsourcing and network services. 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 $331.5 million in
2001, $333.6 million in 2000, and $339.4 million in 1999.
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 2002 and
2003.
Employees
- ---------
As of December 31, 2001, Unisys had approximately 38,900 employees.
International and Domestic Operations
- -------------------------------------
Financial information by geographic area is set forth in Note 14, "Segment
information", of the Notes to Consolidated Financial Statements appearing in the
Unisys 2001 Annual Report to Stockholders, and such information is incorporated
herein by reference.
ITEM 2. PROPERTIES
- -------------------
As of December 31, 2001, Unisys had 24 major facilities in the United
States with an aggregate floor space of approximately 5.2 million square feet,
located primarily in California, Georgia, Illinois, Michigan, Minnesota,
Pennsylvania, Utah and Virginia. Three of these facilities, with aggregate floor
space of approximately 1.5 million square feet, were owned by Unisys and 21,
with approximately 3.7 million square feet of floor space, were leased to
Unisys. Approximately 4.9 million square feet of the U.S. facilities were in
current operation, approximately .2 million square feet were subleased to
others, and approximately .1 million square feet were being held in reserve or
were declared surplus with disposition efforts in progress.
As of December 31, 2001, Unisys had 26 major facilities outside the United
States with an aggregate floor space of approximately 2.6 million square feet,
located primarily in Australia, Brazil, France, Germany, Netherlands, South
Africa, Switzerland and the United Kingdom. Six of these facilities, with
approximately .8 million square feet of
5
floor space, were owned by Unisys and 20, with approximately 1.8 million square
feet of floor space, were leased to Unisys. Approximately 2.2 million square
feet were in current operation, approximately .3 million square feet were
subleased to others, and approximately .1 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
additional facilities, expand existing facilities, and dispose of existing
facilities or parts thereof, as necessary.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The Company has previously reported, most recently in its Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2001, its involvement
in a consolidated class action captioned In re: Unisys Corporation Securities
------------------------------------
Litigation, filed in the U. S. District Court for the Eastern District of
- ----------
Pennsylvania. This matter has been settled, and the case was dismissed in the
fourth quarter of 2001. The terms of the settlement did not have a material
effect on the company's consolidated financial position, consolidated results of
operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders of Unisys during
the fourth quarter of 2001.
6
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------
Information concerning the executive officers of Unisys is set forth below.
Name Age Position with Unisys
---- --- --------------------
Lawrence A. Weinbach 62 Chairman of the Board,
President and Chief
Executive Officer
Jack A. Blaine 57 Executive Vice President;
President, Worldwide Sales
and Services
George R. Gazerwitz 61 Executive Vice President;
President, Systems &
Technology
Joseph W. McGrath 49 Executive Vice President;
President, Global Industries
David O. Aker 55 Senior Vice President,
Worldwide Human Resources
Janet Brutschea Haugen 43 Senior Vice President and
Chief Financial Officer
Nancy Straus Sundheim 50 Senior Vice President,
General Counsel and Secretary
Janet B. Wallace 50 Senior Vice President;
President, Global Network
Services
Leigh Alexander 44 Vice President and Chief
Marketing Officer
Richard D. Badler 51 Vice President, Corporate
Communications
Scott A. Battersby 43 Vice President and Treasurer
Leo C. Daiuto 56 Vice President, Product
Development and Technology
Robert D. Evans 54 Vice President; President,
Global Outsourcing
Jack F. McHale 52 Vice President,
Investor Relations
There is no family relationship among any of the above-named executive
officers. The Bylaws provide that the officers of Unisys shall be elected
annually by the Board of Directors and that each
7
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. Weinbach, Chairman of the Board, President and Chief Executive Officer
since 1997. Prior to that time, he held the position of Managing Partner-Chief
Executive of Andersen Worldwide (Arthur Andersen and Andersen Consulting), a
global professional services organization. He had been with Andersen Worldwide
since 1961.
Mr. Blaine, Executive Vice President and President, Worldwide Sales and
Services since 2000. Prior to that time, he served as Senior Vice President and
President of the Pacific Asia Americas Group (1996-1999). Mr. Blaine has been an
officer since 1988.
Mr. Gazerwitz, Executive Vice President and President, Systems and
Technology since 2000. Prior to that time, he served as Executive Vice President
and President of the Computer Systems Group (1996-1999). Mr. Gazerwitz has been
an officer since 1984.
Mr. McGrath, Executive Vice President and President, Global Industries
since 2000. During 1999, he served as Senior Vice President of Major Accounts
Sales and Chief Marketing Officer. 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. Aker, Senior Vice President, Worldwide Human Resources since 1997.
Prior to that time, he served as Vice President, Worldwide Human Resources
(1995-1997). Mr. Aker has been an officer since 1995.
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
January 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.
Ms. Wallace, Senior Vice President and President, Global Network Services
since 2000. Ms. Wallace joined Unisys in 1999 as Vice President and President,
Global Network Services. Prior to that, 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. Alexander, Vice President and Chief Marketing Officer since 2000. Prior
to joining Unisys in 2000, she was with Comdial Corporation from 1998 serving as
president, Comdial Enterprise Solutions and as Senior Vice President, Marketing.
Before that, Ms. Alexander was Senior Vice President, Marketing and Strategic
Planning
8
at PageNet Corporation (1996-1997). Ms. Alexander has been an officer since
2000.
Mr. Badler, Vice President, Corporate Communications since 1998. Prior to
joining Unisys, he was Vice President, Corporate Communications for General
Instrument Corporation (1996-1998); and an executive vice president and account
director for Golin/Harris Communications in Chicago (1994-1996). Mr. Badler has
been an officer since 1998.
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.
Mr. Daiuto, Vice President, Product Development and Technology since 2000.
Prior to that time, 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. Evans, Vice President and President, Global Outsourcing since 2000.
Prior to that time, he served as vice president and general manager for
outsourcing in North America (1996-1999). Mr. Evans has been an officer since
2000.
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.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
- -------------------------------------------------------------------------
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 2001 Annual Report to Stockholders and is incorporated herein by
reference. At December 31, 2001, there were 320.5 million shares outstanding and
approximately 28,400 stockholders of record. Unisys has not declared or paid any
cash dividends on its Common Stock since 1990.
9
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
A summary of selected financial data for Unisys is set forth under the
heading "Five-year summary of selected financial data" in the Unisys 2001 Annual
Report to Stockholders and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------
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 2001 Annual
Report to Stockholders and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
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 2001 Annual Report to Stockholders and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements of Unisys, consisting of the consolidated balance
sheets at December 31, 2001 and 2000 and the related consolidated statements of
income, cash flows and stockholders' equity for each of the three years in the
period ended December 31, 2001, appearing in the Unisys 2001 Annual Report to
Stockholders, together with the report of Ernst & Young LLP, independent
auditors, on the financial statements at December 31, 2001 and 2000 and for each
of the three years in the period ended December 31, 2001, appearing in the
Unisys 2001 Annual Report to Stockholders, are incorporated herein by reference.
Supplementary financial data, consisting of information appearing under the
heading "Quarterly financial information" in the Unisys 2001 Annual Report to
Stockholders, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- ------------------------------------------------------------------------
Not applicable.
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
(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 2003" and "Members of the Board of Directors Continuing in Office --
Term Expiring in 2004" in the Unisys Proxy Statement for the 2002 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) Section 16(a) Beneficial Ownership Reporting Compliance. Information
concerning compliance with beneficial ownership reporting requirements is set
forth under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Unisys Proxy Statement for the 2002 Annual Meeting of
Stockholders and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
Information concerning executive compensation is set forth under the
headings "EXECUTIVE COMPENSATION", "REPORT OF THE CORPORATE GOVERNANCE AND
COMPENSATION COMMITTEE" and "STOCK PERFORMANCE GRAPH" in the Unisys Proxy
Statement for the 2002 Annual Meeting of Stockholders and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
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 2002 Annual Meeting of Stockholders and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
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 2002 Annual Meeting of
Stockholders and is incorporated herein by reference.
11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a) The following documents are filed as part of this report:
1. Financial Statements from the Unisys 2001 Annual Report to Stockholders
which are incorporated herein by reference:
Annual Report
Page No.
-------------
Consolidated Balance Sheet at
December 31, 2001 and December 31, 2000 23
Consolidated Statement of Income for each of the
three years in the period ended December 31, 2001 22
Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 2001 24
Consolidated Statement of Stockholders' Equity for
each of the three years in the period ended
December 31, 2001 25
Notes to Consolidated Financial Statements 26-43
Report of Independent Auditors 44
2. Financial Statement Schedules filed as part of this report pursuant to Item
8 of this report:
Schedule Form 10-K
Number Page No.
-------- ---------
II Valuation and Qualifying Accounts 16
The financial statement schedule should be read in conjunction with
the consolidated financial statements and notes thereto in the Unisys 2001
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 17 through 19.
Management contracts and compensatory plans and arrangements are listed as
Exhibits 10.1 through 10.16.
12
(b) Reports on Form 8-K.
During the quarter ended December 31, 2001, Unisys filed a Current Report
on Form 8-K, dated December 14, 2001, to report under Items 5 and 7 of such
Form.
13
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.
UNISYS CORPORATION
/s/ Lawrence A. Weinbach
By: ----------------------------
Lawrence A. Weinbach
Chairman of the Board,
President and Chief
Date: February 15, 2002 Executive Officer
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 15, 2002.
/s/ Lawrence A. Weinbach *James J. Duderstadt
- ------------------------------ ---------------------
Lawrence A. Weinbach James J. Duderstadt
Chairman of the Board, Director
President and Chief Executive
Officer (principal *Henry C. Duques
executive officer) and ---------------------
Director Henry C. Duques
Director
/s/ Janet Brutschea Haugen *Denise K. Fletcher
- ------------------------------ ---------------------
Janet Brutschea Haugen Denise K. Fletcher
Senior Vice President Director
and Chief Financial Officer
(principal financial and *Gail D. Fosler
accounting officer) ---------------------
Gail D. Fosler
Director
*J. P. Bolduc
- ------------------------------ *Melvin R. Goodes
J. P. Bolduc ---------------------
Director Melvin R. Goodes
Director
*Kenneth A. Macke
- ------------------------------ *Edwin A. Huston
Kenneth A. Macke ---------------------
Director Edwin A. Huston
Director
*Theodore E. Martin
- ------------------------------
Theodore E. Martin
Director
14
*By:/s/ Lawrence A. Weinbach
---------------------------
Lawrence A. Weinbach
Attorney-in-Fact
15
UNISYS CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Millions)
Additions
Balance at Charged Balance
Beginning to Costs at End
Description of Period and Expenses Deductions (1) of Period
- -----------------------------------------------------------------------------
Allowance for
Doubtful Accounts
(deducted from
accounts and notes
receivable):
Year Ended
December 31, 1999 $51.2 $13.6 $(13.0) $51.8
Year Ended
December 31, 2000 $51.8 $ 8.2 $(11.7) $48.3
Year Ended
December 31, 2001 $48.3 $23.6 $(21.3) $50.6
(1) Write-off of bad debts less recoveries.
16
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Restated Certificate of Incorporation of Unisys Corporation
(incorporated by reference to Exhibit 3.1 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999)
3.3 By-Laws of Unisys Corporation
4.1 Agreement to furnish to the Commission on request a copy of any
instrument defining the rights of the holders of long-term debt
which authorizes a total amount of debt not exceeding 10% of the
total assets of the registrant (incorporated by reference to Exhibit
4 to the registrant's Annual Report on Form 10-K for the year ended
December 31, 1982 (File No. 1-145))
4.2 Form of Rights Agreement dated as of March 7, 1986, which includes
as Exhibit A, the Certificate of Designations for the Junior
Participating Preferred Stock, and as Exhibit B, the Form of Rights
Certificate (incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-A, dated March 11,
1986)
4.3 Amendment No. 1, dated as of February 22, 1996, to Rights Agreement
(incorporated by reference to Exhibit 4 to the registrant's Current
Report on Form 8-K dated February 22, 1996)
4.4 Amendment No. 2, dated as of December 7, 2000, to Rights Agreement
(incorporated by reference to Exhibit 4 to the registrant's Current
Report on Form 8-K dated December 7, 2000)
10.1 Unisys Corporation Deferred Compensation Plan as amended and
restated effective September 22, 2000 (incorporated by reference to
Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000)
10.2 Deferred Compensation Plan for Directors of Unisys Corporation, as
amended and restated effective September 22, 2000 (incorporated by
reference to Exhibit 10.4 to the registrant's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2000)
10.3 Unisys Corporation Director Stock Unit Plan, as amended and
restated, effective September 22, 2000 (incorporated by reference to
Exhibit 10.5 to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000)
17
10.4 Unisys Directors Stock Option Plan, as amended and restated
effective September 22, 2000 (incorporated by reference to Exhibit
10.2 to the registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000)
10.5 Unisys Executive Annual Variable Compensation Plan (incorporated by
reference to Exhibit A to the registrant's Proxy Statement, dated
March 23, 1993, for its 1993 Annual Meeting of Stockholders)
10.6 1990 Unisys Long-Term Incentive Plan, as amended and restated
effective September 22, 2000 (incorporated by reference to Exhibit
10.1 to the registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000)
10.7 Unisys Corporation Executive Life Insurance Program (incorporated by
reference to Exhibit 10.1 to the registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1999)
10.8 Form of Indemnification Agreement between Unisys Corporation and
each of its Directors (incorporated by reference to Exhibit B to the
registrant's Proxy Statement, dated March 22, 1988, for the 1988
Annual Meeting of Stockholders)
10.9 Form of Executive Employment Agreement (incorporated by reference to
Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1995)
10.10 Employment Agreement, dated September 23, 1997, between the
registrant and Lawrence A. Weinbach (incorporated by reference to
Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1997)
10.11 Employment Agreement, dated as of November 19, 1999, by and between
Unisys Corporation and Joseph W. McGrath (incorporated by reference
to Exhibit 10.24 to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1999)
10.12 Unisys Corporation Supplemental Executive Retirement Income Plan, as
amended through May 22, 1997 (incorporated by reference to Exhibit
10.3 to the registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997)
10.13 Amendment 2001-1 to the Unisys Corporation Supplemental Executive
Retirement Income Plan
10.14 Summary of supplemental executive benefits provided to officers of
Unisys Corporation
18
10.15 Unisys Corporation Elected Officer Pension Plan, as amended through
July 19, 2001
10.16 Agreement dated November 14, 2001 between Unisys Corporation and
Jack A. Blaine
12 Computation of Ratio of Earnings to Fixed Charges
13 Portions of the Annual Report to Stockholders of the Registrant for
the year ended December 31, 2001
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Power of Attorney
19