-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PA6/5ZGS0XEoHLBAwFqGycC+lgdyPdPAmMRf+Xe6iHPoDZTN+YlIZp8jucFooP/v b0cf66/qMrzpBu/AO7Wuow== 0000746838-96-000022.txt : 19961118 0000746838-96-000022.hdr.sgml : 19961118 ACCESSION NUMBER: 0000746838-96-000022 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISYS CORP CENTRAL INDEX KEY: 0000746838 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 380387840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08729 FILM NUMBER: 96664569 BUSINESS ADDRESS: STREET 1: TOWNSHIP LINE & UNION MEETING RDS CITY: BLUE BELL STATE: PA ZIP: 19424 BUSINESS PHONE: 2159864011 MAIL ADDRESS: STREET 1: TOWNSHIP LINE & UNION MEETING ROADS CITY: BLUE BELL STATE: PA ZIP: 19424 FORMER COMPANY: FORMER CONFORMED NAME: BURROUGHS CORP /DE/ DATE OF NAME CHANGE: 19861204 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDING SEPTEMBER 30, 1996. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission file number 1-8729 UNISYS CORPORATION (Exact name of registrant as specified in its charter) Delaware 38-0387840 ---------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Township Line and Union Meeting Roads Blue Bell, Pennsylvania 19424 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(215) 986-4011 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Number of shares of Common Stock outstanding as of September 30, 1996: 174,822,610. Page 2 Part I - FINANCIAL INFORMATION Item 1. Financial Statements UNISYS CORPORATION CONSOLIDATED BALANCE SHEET (Millions) Sept. 30, 1996 Dec. 31, (unaudited) 1995 -------- ----------- Assets Current assets Cash and cash equivalents $ 837.6 $1,114.3 Marketable securities 5.6 5.4 Accounts and notes receivable, net 848.4 996.3 Inventories Finished equipment and supplies 355.5 358.6 Work in process and raw materials 336.0 315.3 Deferred income taxes 345.4 329.8 Other current assets 82.9 98.9 -------- -------- Total 2,811.4 3,218.6 -------- -------- Long-term receivables, net 58.5 58.7 -------- -------- Properties and rental equipment 2,012.3 2,088.4 Less accumulated depreciation 1,376.6 1,397.0 -------- -------- Properties and rental equipment, net 635.7 691.4 -------- -------- Cost in excess of net assets acquired 1,001.6 1,014.6 Investments at equity 277.0 298.9 Deferred income taxes 682.6 682.6 Other assets 1,231.9 1,148.4 -------- -------- Total $6,698.7 $7,113.2 ======== ======== Liabilities and stockholders' equity Current liabilities Notes payable $ 17.4 $ 12.1 Current maturities of long-term debt 431.0 343.5 Accounts payable 798.0 940.6 Other accrued liabilities 1,282.0 1,677.4 Dividends payable 26.6 30.2 Estimated income taxes 86.0 143.5 -------- -------- Total 2,641.0 3,147.3 -------- -------- Long-term debt 1,822.2 1,533.3 Other liabilities 494.3 572.4 Stockholders' equity Preferred stock 1,570.2 1,570.3 Common stock issued: 1996, 175.7; 1995, 172.3 1.8 1.7 Accumulated deficit (783.5) (702.6) Other capital 952.7 990.8 -------- -------- Stockholders' equity 1,741.2 1,860.2 -------- -------- Total $6,698.7 $7,113.2 ======== ======== See notes to consolidated financial statements. Page 3 UNISYS CORPORATION CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (Millions, except per share data) Three Months Nine Months Ended Sept. 30 Ended Sept. 30 ------------------ ------------------ 1996 1995 1996 1995 -------- -------- -------- -------- Revenue $1,630.9 $1,491.7 $4,559.0 $4,476.4 -------- -------- -------- -------- Costs and expenses Cost of revenue 1,100.9 1,024.3 3,098.2 2,920.6 Selling, general and administrative 353.1 380.9 1,021.7 1,085.7 Research and development 81.2 84.7 258.6 266.4 -------- -------- -------- -------- 1,535.2 1,489.9 4,378.5 4,272.7 -------- -------- -------- -------- Operating income 95.7 1.8 180.5 203.7 Interest expense 66.7 49.5 185.5 151.1 Other income (expense), net (7.5) (1.1) 14.2 7.6 -------- -------- -------- -------- Income (loss) from continuing operations before income taxes 21.5 (48.8) 9.2 60.2 Estimated income taxes (benefit) 7.3 (16.6) 3.1 20.5 -------- -------- -------- -------- Income (loss) from continuing operations 14.2 (32.2) 6.1 39.7 Income from discontinued operations 12.5 -------- -------- -------- -------- Net income (loss) 14.2 (32.2) 6.1 52.2 Dividends on preferred shares 30.2 30.2 90.6 90.1 -------- -------- -------- -------- Earnings (loss) on common shares $(16.0) $(62.4) $(84.5) $(37.9) ======== ======== ======== ======== Earnings (loss) per common share Primary Continuing operations $(.09) $(.36) $(.49) $(.29) Discontinued operations .07 -------- -------- -------- -------- Total $(.09) $(.36) $(.49) $(.22) ======== ======== ======== ======== Fully diluted Continuing operations $(.09) $(.36) $(.49) $(.29) Discontinued operations .07 -------- -------- -------- -------- Total $(.09) $(.36) $(.49) $(.22) ======== ======== ======== ======== See notes to consolidated financial statements. Page 4 UNISYS CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (Millions) Nine Months Ended Sept. 30 -------------------- 1996 1995 -------- -------- Cash flows from operating activities Income from continuing operations $ 6.1 $ 39.7 Add (deduct) items to reconcile income from continuing operations to net cash used for operating activities: Depreciation 130.4 156.0 Amortization: Marketable software 79.1 94.9 Cost in excess of net assets acquired 33.8 30.5 (Increase) in deferred income taxes (15.6) (7.4) Decrease in receivables, net 120.3 20.0 (Increase) in inventories (17.1) (67.4) (Decrease) in accounts payable and other accrued liabilities (504.7) (352.2) (Decrease) in estimated income taxes (57.5) (83.3) (Decrease) in other liabilities (70.6) (4.4) (Increase) in other assets (41.5) (96.6) Other (15.4) 18.8 -------- -------- Net cash used for operating activities (352.7) (251.4) -------- -------- Cash flows from investing activities Proceeds from investments 1,414.0 2,628.0 Purchases of investments (1,418.6) (2,642.6) Proceeds from marketable securities 14.4 Proceeds from sales of properties 23.7 28.1 Investment in marketable software (83.8) (92.2) Capital additions of properties and rental equipment (98.6) (142.4) Purchases of businesses (13.0) (39.2) ------- -------- Net cash used for investing activities (176.3) (245.9) -------- -------- Cash flows from financing activities Proceeds from issuance of debt 700.9 -- Principal payments of debt (339.6) (67.9) Net proceeds from short-term borrowings 1.6 9.3 Dividends paid on preferred shares (90.6) (90.0) Other .4 2.8 -------- -------- Net cash provided by (used for) financing activities 272.7 (145.8) -------- -------- Effect of exchange rate changes on cash and cash equivalents (8.6) 7.2 -------- -------- Net cash used for continuing operations (264.9) (635.9) -------- -------- Discontinued operations Proceeds from sale 862.0 Other (11.8) (281.5) -------- -------- Net cash (used for) provided by discontinued operations (11.8) 580.5 -------- -------- Decrease in cash and cash equivalents (276.7) (55.4) Cash and cash equivalents, beginning of period 1,114.3 868.4 -------- -------- Cash and cash equivalents, end of period $ 837.6 $ 813.0 ======== ======== See notes to consolidated financial statements. Page 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In the opinion of management, the financial information furnished herein reflects all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods specified. These adjustments consist only of normal recurring accruals. Because of seasonal and other factors, results for interim periods are not necessarily indicative of the results to be expected for the full year. a. In May of 1995, the Company sold its defense business for cash of $862 million. The net results of the defense operations for the three months ended March 31, 1995 have been reported separately in the Consolidated Statement of Income as "income from discontinued operations." The following is a summary of the results of operations of the Company's defense business for the three months ended March 31, 1995 (in millions of dollars): Revenue $258.1 ====== Income from operations, net of taxes of $6.5 million $ 12.5 ====== b. For the three and nine months ended September 30, 1996 and 1995, the computation of primary earnings per share is based on the weighted average number of outstanding common shares. None of the periods presented includes common stock equivalents or assumes conversion of the 8 1/4% Convertible Subordinated Notes due 2000 and 2006, or the Series A Preferred Stock since such conversions would have been antidilutive. The shares used in the computations are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, -------------------- ------------------- 1996 1995 1996 1995 ------- ------- ------- ------- Primary 172,970 171,387 172,370 171,185 Fully diluted 172,970 171,387 172,370 171,185 c. Certain prior year amounts have been reclassified to conform with the 1996 presentation. Page 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations For the three months ended September 30, 1996, the Company reported net income of $14.2 million, compared to a net loss of $32.2 million for the three months ended September 30, 1995. On a per-share basis, the third-quarter net loss was $.09 per primary and fully diluted common share after preferred dividends, compared to a loss of $.36 per primary and fully diluted common share a year ago. Revenue and cost of revenue by business group is presented below (in millions of dollars): Infor- mation Global Computer Elimi- Services Customer Systems Total nations Group Services Group Three Months Ended -------- ------- -------- -------- -------- September 30, 1996 - ------------------ Customer revenue $1,630.9 $483.8 $505.0 $642.1 Intercompany $(101.5) 1.3 17.1 83.1 -------- ------- ------ ------ ------ Total revenue $1,630.9 $(101.5) $485.1 $522.1 $725.2 ======== ======= ====== ====== ====== Cost of revenue $1,100.9 $( 90.0) $392.6 $368.3 $430.0 ======== ======= ====== ====== ====== Three Months Ended September 30, 1995 - ------------------ Customer revenue $1,491.7 $453.3 $476.8 $561.6 Intercompany $(139.7) 27.4 112.3 -------- ------- ------ ------ ------ Total revenue $1,491.7 $(139.7) $453.3 $504.2 $673.9 ======== ======= ====== ====== ====== Cost of revenue $1,024.3 $(139.7) $386.1 $350.9 $427.0 ======== ======= ====== ====== ====== Total customer revenue for the quarter ended September 30, 1996 was $1.63 billion, up 9% from $1.49 billion for the quarter ended September 30, 1995. Revenue was up in each of the three business groups. Customer revenue from Information Services increased 7% in the quarter. The revenue growth rate was lower than in recent quarters due in part to management-imposed constraints in selected market areas in an effort to improve profitability. In Global Customer Services, customer revenue increased 6% from year-ago levels led by growth in Network Enable Services and Desktop Services revenue. Customer revenue in Computer Systems increased 14% due in large part to a major contract for more than 50,000 electronic voting machines. Page 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). Total gross profit margin was 32% in the third quarter of 1996 compared to 31% in the year-ago period. The increase in gross profit margin in the quarter was principally due to product mix and cost reduction actions. The Company has experienced delays in the availability of certain large-scale enterprise servers designed to replace the high end of the 2200 product family, as the testing of the complex new chip architecture progresses. The Company is currently on plan to meet its revised shipment schedule for these products. As previously anticipated, the delay will preclude the Company from reaching the level of shipments and profitability initially expected for the full year. In the third quarter of 1996, selling, general and administrative expenses were $353.1 million compared to $380.9 million in the third quarter of 1995, and research and development expenses were $81.2 million compared to $84.7 million a year earlier. The declines were largely due to the Company's cost reduction actions. As a result of the above, operating income was $95.7 million in the current period compared to $1.8 million last year. Interest expense in the third quarter of 1996 was $66.7 million compared to $49.5 million in the year ago period. The increase was due to the issuance of $724.0 million of debt in March of 1996 discussed below. Other expense, which can vary from quarter to quarter, was $7.5 million in the three months ended September 30, 1996 compared to $1.1 million in the three months ended September 30, 1995. Income from continuing operations before income taxes for the three months ended September 30, 1996 was $21.5 million compared to a loss of $48.8 million for the three months ended September 30, 1995. Estimated income taxes were a charge of $7.3 million for the three months ended September 30, 1996 compared to a benefit of $16.6 million in the year-ago period. For the nine months ended September 30, 1996, income from continuing operations was $6.1 million, or a loss of $.49 per primary and fully diluted common share. In the nine-month period one year ago, income from continuing operations was $39.7 million, or a loss of $.29 per primary and fully diluted common share. In the year-ago period, total net income was $52.2 million, or a loss of $.22 per primary and fully diluted share, including income of $12.5 million, or $.07 per primary and fully diluted share, from discontinued operations. Page 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). Effective January 1, 1996, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and SFAS No.123, "Accounting for Stock-Based Compensation". SFAS No. 123 requires the recognition of, or disclosure of, compensation expense for grants of stock options or other equity instruments issued to employees based upon their fair value. As permitted by SFAS 123, the Company elected the disclosure requirements, instead of recognition of compensation expense, and therefore will continue to apply existing accounting rules. The Company will comply with the disclosure requirements of SFAS No. 123 in its 1996 audited financial statements. The adoption of these statements had no effect on the Company's consolidated financial position, consolidated statement of income, or liquidity. In June of 1996, SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" was issued. SFAS No. 125 specifies accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. This statement is effective for transactions occurring after December 31, 1996. The Company is currently assessing the potential impact of the adoption of SFAS No. 125. Financial Condition Cash, cash equivalents and marketable securities at September 30, 1996 were $843.2 million compared to $1.1 billion at December 31, 1995. During the nine months ended September 30, 1996, cash used for operating activities was $352.7 million compared to cash usage of $251.4 million during the nine months ended September 30, 1995. The increase in cash usage was due in large part to reductions in payables and accruals, including amounts related to restructuring. Cash used for investing activities during the first nine months of 1996 was $176.3 million compared to $245.9 million a year ago. The decrease was principally due to a reduction in investments in properties and rental equipment. Cash provided by financing activities during the period was $272.7 million compared to cash used of $145.8 million in the year-ago period, principally due to the issuance of $724.0 million of debt discussed below. At September 30, 1996, total debt was $2.3 billion, an increase of $381.7 million from December 31, 1995. In March 1996, the Company issued $299.0 million aggregate principal amount of 8 1/4% Convertible Subordinated Notes due 2006 (which are convertible into an aggregate of 43.5 million shares of the Company's common stock at a conversion price of $6.875 per share) and $425.0 million aggregate principal amount of 12% Senior Notes due 2003. During the nine months ended September 30, 1996 and 1995, the Company retired $339.6 million and $67.9 million of debt, respectively. Page 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). During the nine months ended September 30, 1996, debt net of cash and marketable securities increased $658.2 million to $1.4 billion. As a percent of total capital, debt net of cash and marketable securities was 45% at September 30, 1996 and 29% at December 31, 1995. On October 4, 1996, the Company issued $450.0 million of 11 3/4% Senior Notes due 2004. On November 4, 1996, a portion of the proceeds was used to redeem all of the Company's $135.0 million outstanding 8 7/8% Notes due July 15, 1997, at 100% of the principal amount of the Notes, plus accrued interest. The remainder of the proceeds are being used to retire prior to maturity other securities with near-term maturities. The Company intends, from time to time, to continue to redeem or repurchase its securities in the open market or in privately negotiated transactions depending upon availability, market conditions, and other factors. During the first quarter of 1996, the credit ratings for the Company's public debt were lowered. The credit ratings on the Company's senior long-term debt and subordinated debt were lowered from Ba3 to B1 and from B2 to B3, respectively, by Moody's Investors Service, Inc. and from BB- to B+ and from B to B-, respectively, by Standard and Poor's Corporation. In August 1996, Duff & Phelps Inc. lowered its credit ratings on the Company's senior long-term debt and subordinated debt from BB- to B+ and from B to B-, respectively. The lowering of the ratings does not materially affect the interest rates that the Company pays on its debt, nor its ability to access capital markets. In June 1996, the Company entered into a one-year $200 million revolving credit facility replacing the prior facility which expired in May 1996. The conditions precedent to a borrowing under the facility include minimum cash balances and compliance with net worth and interest coverage covenants. In addition, if any borrowings are outstanding, the Company is required to maintain full compensating balances with the bank group unless waived by a supermajority of the banks. The Company had never utilized the prior facility and does not expect to utilize the new facility. Dividends paid on preferred stock amounted to $90.6 million during the first nine months of 1996 compared to $90.0 million in the year ago period. Stockholders' equity decreased $119.0 million during the nine months ended September 30, 1996 to $1,741.2 million, principally reflecting preferred dividends declared of $87.0 million and unfavorable foreign currency translation of $51.1 million. Page 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd). At September 30, 1996, the Company had deferred tax assets in excess of deferred tax liabilities of $1,462 million. For the reasons cited below, management determined that it is more likely than not that $974 million of such assets will be realized, therefore resulting in a valuation allowance of $488 million. In assessing the likelihood of realization of this asset, the Company considered various factors including its forecast of future taxable income and available tax planning strategies that could be implemented to realize deferred tax assets. The principal methods used to assess the likelihood of realization were the Company's forecast of future taxable income, which was adjusted by applying probability factors to the achievement of this forecast, and tax planning strategies. The combination of forecasted taxable income and tax planning strategies are expected to be sufficient to realize the entire amount of net deferred tax assets. Approximately $2.8 billion of future taxable income (predominantly U.S.) is needed to realize all of the net deferred tax assets. The Company's net deferred tax assets include substantial amounts of net operating loss and tax credit carryforwards. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. In recent years, the information management business has undergone dramatic changes and there can be no assurances that in the future there would not be increased competition or other factors that may result in a decline in sales or margins, loss of market share, or technological obsolescence. The Company will evaluate quarterly the realizability of its net deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. Page 11 Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits -------- See Exhibit Index (b) Reports on Form 8-K ------------------- During the quarter ended September 30, 1996, the Company filed no Current Reports on Form 8-K. Page 12 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNISYS CORPORATION Date: November 14, 1996 By: /s/ Janet M. Brutschea Haugen ----------------------------- Janet M. Brutschea Haugen Vice President and Controller (Chief Accounting Officer) Page 13 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 11.1 Statement of Computation of Earnings Per Share for the nine months ended September 30, 1996 and 1995 11.2 Statement of Computation of Earnings Per Share for the three months ended September 30, 1996 and 1995 12 Statement of Computation of Ratio of Earnings to Fixed Charges 27 Financial Data Schedule EX-11.1 2 EXHIBIT 11.1 Page 1 of 2 UNISYS CORPORATION STATEMENT OF COMPUTATION OF EARNINGS PER SHARE FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED) (Millions, except share data) Primary Earnings Per Common Share 1996 1995 ----------- ----------- Average Number of Outstanding Common Shares 172,369,855 171,184,699 Additional Shares Assuming Exercise of Stock Options 430,426 816,414 ----------- ----------- Average Number of Outstanding Common Shares and Common Share Equivalents 172,800,281 172,001,113 =========== =========== Income From Continuing Operations $ 6.1 $ 39.7 Dividends on Series A, B and C Preferred Stock (90.6) ( 90.1) Primary Earnings (Loss) on Common Shares Before ------ ------ Discontinued Operations (84.5) ( 50.4) Income From Discontinued Operations 12.5 ------ ------ Primary Earnings (Loss) on Common Shares $(84.5) $(37.9) ====== ====== Primary Earnings (Loss) Per Common Share Continuing Operations $(.49) $(.29) Discontinued Operations .07 ------ ------ Total $(.49) $(.22) ====== ====== Fully Diluted Earnings Per Common Share Average Number of Outstanding Common Shares and Common Share Equivalents 172,800,281 172,001,113 Additional Shares: Assuming Conversion of Series A Preferred Stock 47,454,218 47,454,678 Assuming Conversion of 8 1/4% Convertible Notes due 2000 33,697,387 33,697,387 Assuming Conversion of 8 1/4% Convertible Notes due 2006 32,817,316 Attributable to Stock Plans 189,269 34,992 ----------- ----------- Common Shares Outstanding Assuming Full Dilution 286,958,471 253,188,170 =========== =========== Primary Earnings (Loss) on Common Shares Before Discontinued Operations $(84.5) $(50.4) Exclude Dividends on Series A Preferred Stock 79.9 79.9 Interest Expense on 8 1/4% Convertible Notes, due 2000, Net of Applicable Tax 14.4 13.3 Interest Expense on 8 1/4% Convertible Notes, due 2006, Net of Applicable Tax 9.4 ------ ------ Fully Diluted Earnings on Common Shares Before Discontinued Operations 19.2 42.8 Income From Discontinued Operations 12.5 ------ ------ Fully Diluted Earnings on Common Shares $19.2 $55.3 ====== ====== Fully Diluted Earnings per Common Share Continuing Operations $ .07 $ .17 Discontinued Operations .05 ------ ------ Total $ .07 $ .22 ====== ====== EXHIBIT 11.1 Page 2 of 2 UNISYS CORPORATION STATEMENT OF COMPUTATION OF EARNINGS PER SHARE FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED) (Millions, except share data) 1996 1995 ----------- ----------- Earnings (Loss) Per Common Share As Reported Primary Continuing Operations $(.49) $(.29) Discontinued Operations .07 ------ ------ Total $(.49) $(.22) ====== ====== Fully Diluted Continuing Operations $(.49) $(.29) Discontinued Operations .07 ------ ------ Total $(.49) $(.22) ====== ====== The computation for 1996 and 1995 is based on the weighted average number of outstanding common shares. Neither period includes common stock equivalents or assumes conversion of the convertible notes or Series A preferred stock since such conversions would have been antidilutive. EXHIBIT 11.2 UNISYS CORPORATION STATEMENT OF COMPUTATION OF EARNINGS PER SHARE FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED) (Millions, except share data) Primary Earnings Per Common Share 1996 1995 ----------- ----------- Average Number of Outstanding Common Shares 172,970,411 171,387,269 Additional Shares Assuming Exercise of Stock Options 366,692 644,899 ----------- ----------- Average Number of Outstanding Common Shares and Common Share Equivalents 173,337,103 172,032,168 =========== =========== Income (Loss) From Continuing Operations $ 14.2 $(32.2) Dividends on Series A, B and C Preferred Stock (30.2) (30.2) ------ ------ Primary Earnings (Loss) on Common Shares $(16.0) $(62.4) ====== ====== Primary Earnings (Loss) Per Common Share $( .09) $ (.36) ====== ====== Fully Diluted Earnings Per Common Share Average Number of Outstanding Common Shares and Common Share Equivalents 173,337,103 172,032,168 Additional Shares: Assuming Conversion of Series A Preferred Stock 47,454,135 47,454,638 Assuming Conversion of 8 1/4% Convertible Notes due 2000 33,697,387 33,697,387 Assuming Conversion of 8 1/4% Convertible Notes due 2006 43,490,909 Attributable to Stock Plans 334,225 ----------- ----------- Common Shares Outstanding Assuming Full Dilution 298,313,759 253,184,193 =========== =========== Primary Earnings (Loss) on Common Shares $(16.0) $(62.4) Exclude Dividends on Series A Preferred Stock 26.6 26.6 Interest Expense on 8 1/4% Convertible Notes, due 2000, Net of Applicable Tax 4.8 4.4 Interest Expense on 8 1/4% Convertible Notes, due 2006, Net of Applicable Tax 4.2 ------ ------ Fully Diluted Earnings (Loss) on Common Shares $19.6 $(31.4) ====== ====== Fully Diluted Earnings (Loss) per Common Share $ .07 $ (.12) ====== ====== Earnings (Loss) Per Common Share As Reported Primary $(.09) $ (.36) ====== ====== Fully Diluted $(.09) $ (.36) ====== ====== The computation for 1996 and 1995 is based on the weighted average number of outstanding common shares. Neither period includes common stock equivalents or assumes conversion of the convertible notes or Series A preferred stock since such conversions would have been antidilutive. EX-12 3 Exhibit 12 UNISYS CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED) ($ in millions) Nine Months Ended Years Ended December 31 Sept 30, ------------------------------------------- 1996 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- ---- Income (loss) from continuing operations before income taxes $ 9.2 $(781.1) $ 14.6 $370.9 $301.3 $(1,425.6) Add (deduct) share of loss (income) of associated companies (14.0) 5.0 16.6 14.5 3.2 (6.5) ------ ------- ------- ------ ------ --------- Subtotal (4.8) (776.1) 31.2 385.4 304.5 (1,432.1) ------ ------- ------- ------ ------ --------- Interest expense (net of interest capitalized) 185.5 202.1 203.7 241.7 340.6 407.6 Amortization of debt issuance expenses 4.5 5.1 6.2 6.6 4.8 1.8 Portion of rental expense representative of interest 48.9 65.3 65.0 70.5 78.8 80.9 ------ ------- ------- ------ ------ --------- Total Fixed Charges 238.9 272.5 274.9 318.8 424.2 490.3 ------ ------- ------- ------ ------ --------- Earnings (loss) from continuing operations before income taxes and fixed charges $234.1 $(503.6) $306.1 $704.2 $728.7 $ (941.8) ======= ======= ======= ====== ====== ========= Ratio of earnings to fixed charges (a) (a) 1.11 2.21 1.72 (a) ======= ======= ======= ====== ====== ========= (a) Earnings for the nine months ended September 30, 1996 and for the years ended December 31, 1995 and 1991 were inadequate to cover fixed charges by approximately $4.8 million, $776.1 million and $1,432.1 million, respectively.
EX-27 4 ART. 5 FDS FOR 3RD QUARTER
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 9-MOS DEC-31-1996 SEP-30-1996 838 6 935 (77) 692 2,811 2,012 1,376 6,699 2,641 1,822 0 1,570 2 169 6,699 1,994 4,559 1,230 3,098 0 5 186 9 3 6 0 0 0 6 (.49) (.49)
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