-----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, W0Anl+8cB+rJ94SDYKn23Z5fwbUpDbwBJ5gzvzB9ePt9mnzu8YkH3AXTEyNf7LCg XmamiZuKb0pbrd/NhciHUg== 0000746838-02-000004.txt : 20020611 0000746838-02-000004.hdr.sgml : 20020611 20020610112839 ACCESSION NUMBER: 0000746838-02-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISYS CORP CENTRAL INDEX KEY: 0000746838 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 380387840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08729 FILM NUMBER: 02674560 BUSINESS ADDRESS: STREET 1: UNISYS WAY 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-K/A 1 amend10k01.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 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) -2- The undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2001 by adding the following Exhibits: EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Form 11-K for the fiscal year ended December 31, 2001 for the Unisys Savings Plan Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. UNISYS CORPORATION Date: June 10, 2002 By: /s/ Janet Brutschea Haugen ---------------------------- Senior Vice President and Chief Financial Officer EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Form 11-K for the fiscal year ended December 31, 2001 for the Unisys Savings Plan EX-99 3 savings11k.txt EXHIBIT 99.1 SECUTITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _____________. Commission file number 1-8729 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: UNISYS SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: UNISYS CORPORATION Unisys Way Blue Bell, Pennsylvania 19424 REQUIRED INFORMATION Financial Statements and Supplemental Schedule Unisys Savings Plan Years ended December 31, 2001 and 2000 with Report of Independent Auditors CONTENTS Report of Independent Auditors 1 Audited Financial Statements: Statements of Assets Available for Benefits 2 Statements of Changes in Assets Available for Benefits 3 Notes to Financial Statements 4 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 10 Exhibit: Consent of Independent Auditors SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. UNISYS SAVINGS PLAN UNISYS CORPORATION Date: June 10, 2002 By: /s/ Janet Brutschea Haugen -------------------------- Janet Brutschea Haugen Senior Vice President and Chief Financial Officer 1 Report of Independent Auditors Unisys Corporation Employee Benefits Administrative Committee We have audited the accompanying statements of assets available for benefits of the Unisys Savings Plan (the "Plan") as of December 31, 2001 and 2000, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provided a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. Ernst & Young LLP Philadelphia, Pennsylvania May 3, 2002 2 Unisys Savings Plan Statements of Assets Available for Benefits December 31 2001 2000 --------------------------------------- (In Thousands) Investments at fair value: Fidelity Mutual Funds $ 1,776,829 $ 2,059,840 Unisys Common Stock Funds 211,510 262,009 Unisys Interest Income Fund 391,456 377,906 Participants' Loans 17,372 20,255 Frozen Investment Contracts 23 23 --------------------------------------- Assets available for benefits $ 2,397,190 $ 2,720,033 ======================================= See accompanying notes. 3 Unisys Savings Plan Statements of Changes in Assets Available for Benefits Year ended December 31 2001 2000 ----------------------------------- (In Thousands) Additions: Interest and dividend income $ 69,014 $ 215,566 Contributions: Employer 18,305 18,471 Employee 83,766 88,260 ----------------------------------- 102,071 106,731 ----------------------------------- Total additions 171,085 322,297 ----------------------------------- Deductions: Benefit payments 230,419 225,307 Administrative and other expenses 109 339 ----------------------------------- Total deductions 230,528 225,646 ----------------------------------- Net depreciation in fair value of investments (263,434) (538,201) Transfers from purchased plans 34 4,703 ----------------------------------- Net decrease (322,843) (436,847) Assets available for benefits: Beginning of year 2,720,033 3,156,880 ----------------------------------- End of year $ 2,397,190 $ 2,720,033 =================================== See accompanying notes. 4 Unisys Savings Plan Notes to Financial Statements December 31, 2001 1. PLAN DESCRIPTION The Unisys Savings Plan (the Plan) is a defined contribution plan that covers nonbargaining employees paid from a United States payroll of Unisys Corporation (the Company) and bargaining unit employees whose collective bargaining agreement provides for participation in the Plan. The Employee Benefits Administrative Committee is the Plan administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants should refer to the Plan document, summary plan description and their respective bargaining unit agreement, if applicable, for complete information. CONTRIBUTIONS Non-highly compensated employees may contribute up to 20% of their pretax compensation, as defined in the Plan. Highly compensated employees could contribute up to 12% and 18% of their pretax compensation, in 2000 and 2001, respectively, as defined in the Plan. The Plan allows the Company to make discretionary matching contributions, as determined by the Company's Board of Directors. The matching contribution is made in Company common stock and was 50% of the first 4% of pretax compensation contributed by the participant during 2001 and 2000. The Plan also allows for rollover contributions from other qualified defined contribution plans. INVESTMENT OPTIONS Participants may elect to have their current contributions and existing account balances invested in any one or more of the investment options offered and managed by Fidelity Management & Research Company and Fidelity Management Trust Company (Fidelity). Information regarding the investment options is provided to each participant through electronic media and prepared materials provided by the Company and in each investment fund's prospectus made available by Fidelity. 5 1. PLAN DESCRIPTION (continued) PARTICIPANT ACCOUNTS Participant accounts are credited with requested pre-tax, after-tax, rollover, participant contributions, Company contributions and an allocation of investment income (losses), and they are charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as determined. The benefit to which a participant is entitled is equal to the vested portion of their account. VESTING AND FORFEITURES Plan participants are immediately vested in their account balances at all times. DISTRIBUTIONS/WITHDRAWALS On termination of service, a participant may receive a lump-sum amount equal to his or her account, or upon death, disability or retirement, elect to receive payments in the form of an annuity or annual installments over the participant's actuarially determined lifetime. Plan participants also may receive in-service withdrawals in certain circumstances as defined in the Plan. Loans are also available to Plan participants in accordance with Plan rules and procedures. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its matching contributions and/or to terminate the Plan at any time subject to the provisions of ERISA. 2. SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 6 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value, except for the Unisys Interest Income Fund which includes investments in guaranteed investment contracts issued principally by insurance companies and financial institutions which are valued at contract value as estimated by the insurance companies. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit responsive features. All participant initiated transactions with the fund are permitted at contract value with no conditions, limits or restrictions. However, withdrawals influenced by Company-initiated events, such as in connection with the sale of a business, may result in a distribution at other than contract value. No reserves have been provided or are considered necessary against contract values for credit risk of contract issuers or otherwise. Contract value of these investment contracts approximates their fair value. Interest accrued on the contract balances, during 2001 and 2000, at rates ranging from 2.12% to 6.35% and from 5.02% to 8.71%, respectively. Interest rates are set at the time the contract is negotiated and, depending on the terms of the contract, are fixed through the maturity date or are re-set quarterly, semi-annually or annually. The average yield on the contracts was 6.51% and 6.24% for 2001 and 2000, respectively. As of December 31, 2001 and 2000, because of the large number of investment contracts with numerous counterparties, the Plan had no significant concentrations of credit risk. Shares of registered investment companies are valued at quoted market prices, which represent net asset values of shares held by the Plan at year-end. Shares of Unisys common stock are valued at the closing market price on the last day of the Plan year. Participant loans are valued at the outstanding principal balance, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is reported on the accrual basis. Dividends are recorded on the ex- dividend date. Realized gains and losses from securities sold are reported on an average cost basis. Investments in Frozen Investment Contracts represent the cash balance from payments made to the Plan from the Conservation Estate of the Executive Life Insurance Company (ELIC) and from state guaranty associations in settlement of claims made by the Plan as a result of the insolvency of ELIC. The remaining cash balance at December 31, 2001 represents amounts that will be allocated to Plan participants or applied to pay administrative expense of the Plan. 7 2. SIGNIFICANT ACCOUNTING POLICIES (continued) RECLASSIFICATIONS Certain prior-year amounts have been reclassified to conform with the 2001 presentation. 3. INVESTMENTS The Plan's investments at December 31, 2001 and 2000 were held in trusts with Fidelity Management Trust Company, First Union National Bank, and Oriental Bank & Trust, each of which was established for the investment of the Plan's assets. During 2001 and 2000, the Plan's investments (including investments purchased, sold, as well as held during the year) (depreciated) appreciated in fair value as follows (in thousands): 2001 2000 -------------------------------------- Fidelity Mutual Funds $ (229,354) $ (313,144) Unisys Common Stock Funds (30,740) (242,693) Unisys U.S. Equity Index Commingled Pool Fund (3,528) (3,108) Frozen Investment Contracts 188 20,744 -------------------------------------- $ (263,434) $ (538,201) ====================================== Investments that represent 5% or more of fair value of the Plan's assets are as follows: 2001 2000 -------------------------------------- *Unisys Stock Fund $ 197,407 $ 244,215 Unisys Interest Income Fund 391,456 377,906 Fidelity Magellan Fund 320,384 393,232 Fidelity Asset Manager Fund 222,673 254,566 Fidelity Asset Manager Growth Fund 228,110 269,618 Fidelity Retirement Money Market Portfolio Fund 153,369 140,912 *Nonparticipant-directed 8 3. INVESTMENTS (continued) The assets and significant components of the changes in assets relating to the non-participant-directed investments are as follows: December 31 2001 2000 -------------------------------------- (In Thousands) Investments, at fair value: Unisys Stock Fund $ 197,407 $ 244,215 Unisys Common Stock Fund 14,044 17,731 Interest-Bearing Cash 59 62 Frozen Investment Contracts 23 23 -------------------------------------- Total $ 211,533 $ 262,031 ====================================== Year ended December 31 2001 2000 -------------------------------------- (In Thousands) Changes in assets: Interest and dividends $ 203 $ 829 Net depreciation in fair value of investments (30,553) (222,034) Contributions 21,583 23,859 Benefit payments (13,400) (19,717) Administrative and other expenses (12) (14) Net transfers (28,319) (20,661) -------------------------------------- Total $ (50,498) $ (237,738) ====================================== At December 31, 2001, the Plan held 1,124,633 and 15,736,804 shares of Unisys Common Stock in the Unisys Common Stock Fund and Unisys Stock Fund, respectively. At December 31, 2000, the Plan held 1,212,376 and 16,411,373 shares of Unisys Common Stock in the Unisys Common Stock Fund and Unisys Stock Fund, respectively. 9 4. TAX STATUS OF THE PLAN The Plan has received a determination letter from the Internal Revenue Service dated June 24, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code and, therefore, the related trusts are exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trusts are tax-exempt. 10 Supplemental Schedule Unisys Savings Plan EIN 38-0387840 Plan-004 Schedule H, Line 4i- Schedule of Assets (Held at End of Year)
December 31, 2001 Description of Investment Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Par or Current Lessor or Similar Party Maturity Value Cost Value - ---------------------------------------------------------------------------------------------------- *Fidelity Mutual Funds: Fidelity Fund 691,165 shares $ 22,932,610 $ 19,960,838 Puritan Fund 956,092 shares 17,046,229 16,894,140 Trend Fund 68,737 shares 4,008,723 3,370,876 Ginnie Mae Portfolio Fund 754,551 shares 8,130,872 8,194,427 Magellan Fund 3,074,112 shares 283,120,316 320,383,901 Contra Fund 1,852,550 shares 85,704,564 79,233,578 Equity Income Fund 305,207 shares 14,371,477 14,884,940 Growth Company Fund 797,440 shares 54,833,097 42,439,756 Investment Grade Bond Fund 1,137,390 shares 8,270,657 8,348,445 Growth & Income Portfolio Fund 1,259,407 shares 45,846,611 47,076,620 Intermediate Bond Fund 601,042 shares 6,136,229 6,202,751 Capital & Income Portfolio Fund 800,662 shares 7,163,962 5,428,491 Value Fund 530,391 shares 25,806,939 27,320,466 Mortgage Securities Portfolio Fund 341,365 shares 3,695,671 3,717,462 Government Securities Fund 1,060,843 shares 10,473,914 10,576,601 Independence Fund 760,966 shares 17,632,810 12,000,437 Over-The-Counter Portfolio Fund 723,898 shares 32,708,048 22,563,907 Overseas Fund 249,373 shares 8,403,388 6,837,812 Europe Fund 294,625 shares 8,563,253 7,294,911 Pacific Fund 292,224 shares 5,203,484 4,047,299 Real Estate Investment Portfolio Fund 405,192 shares 7,110,798 7,504,156 Balanced Fund 822,081 shares 12,122,105 12,249,003 International Growth & Income Fund 299,860 shares 6,376,710 5,625,372 Capital Appreciation Fund 347,639 shares 7,739,474 7,143,989 Conv. Securities Fund 547,781 shares 11,698,964 10,900,834 Canada Fund 57,900 shares 1,168,044 1,098,367 Utilities Fund 949,618 shares 18,186,197 12,810,340 Blue Chip Fund 1,720,760 shares 69,802,383 73,889,426 Asset Manager Fund 14,365,981 shares 234,400,547 222,672,699 Disciplined Equity Fund 240,387 shares 6,123,835 5,312,557 Low-Priced Fund 1,156,970 shares 28,262,315 31,724,122 Worldwide Fund 410,042 shares 6,323,365 6,011,212 Equity Income II Fund 1,729,329 shares 40,767,571 36,367,787 Stock Selector Fund 408,975 shares 10,213,531 8,641,644 Asset Manager Growth Fund 15,907,236 shares 254,355,373 228,109,767 Emerging Markets Fund 155,160 shares 1,689,812 1,210,250 Emerging Markets Growth Fund 1,850,971 shares 81,004,292 35,205,474 Diversified International Fund 681,976 shares 12,882,375 13,012,103 Asset Manager Income Fund 2,958,271 shares 33,932,713 33,517,211 Diversified Growth Fund 1,548,985 shares 41,961,536 43,882,752 New Markets Income Fund 330,333 shares 3,758,574 3,603,936 Export & Multinational Fund 240,691 shares 4,521,929 4,084,534 Global Balanced Fund 59,105 shares 909,643 944,491 Aggressive International Fund 102,818 shares 1,647,343 1,241,011 Small Capital Stock Fund 690,534 shares 10,099,417 11,600,973 Mid-Capital Stock Fund 1,137,872 shares 27,468,075 25,681,767 Large-Capital Stock Fund 238,300 shares 4,447,921 3,469,653 Europe Capital Appreciation Stock Fund 145,150 shares 2,747,641 2,394,980 Latin America Fund 73,043 shares 1,025,557 877,243 Japan Fund 444,987 shares 7,356,164 4,049,378 Southeast Asia Fund 96,049 shares 1,183,940 1,054,613 Freedom Income Fund 62,201 shares 693,679 679,858 Freedom 2000 Fund 53,299 shares 638,880 614,010 Freedom 2010 Fund 243,502 shares 3,341,323 3,070,566 Freedom 2020 Fund 157,803 shares 2,375,474 1,985,165 Freedom 2030 Fund 147,501 shares 2,237,286 1,852,616 Target Timeline 2003 Fund 110,842 shares 1,046,179 1,055,219 Spartan Total Market Index Fund 105,648 shares 3,542,420 3,122,950 Spartan Extended Market Index Fund 53,422 shares 1,612,722 1,266,104 Spartan International Market Index Fund 29,034 shares 937,716 709,579 Short-Term Bond Fund 452,827 shares 3,971,456 3,984,877 Global Bond Fund 232,806 shares 2,191,091 1,857,796 Fifty Fund 212,790 shares 4,162,079 3,430,170 U.S. Bond Index Portfolio Fund 1,731,779 shares 18,434,715 18,703,215 Institutional Short-Intermed. Gov't. Portfolio 247,610 shares 2,311,474 2,339,911 ----------------------------------- 1,668,837,492 1,567,341,338 *Fidelity Money Market Funds: Retirement Money Market Portfolio Fund 153,369,266 shares 153,369,266 153,369,266 Retirement Gov't. Money Market Portfolio Fund 30,741,002 shares 30,741,002 30,741,002 ----------------------------------- 184,110,268 184,110,268 *Fidelity U.S. Equity Index Commingled Pool Fund 751,943 units 20,067,959 25,378,086 ----------------------------------- Total Fidelity Mutual Funds 1,873,015,719 1,776,829,692 *Unisys Common Stock Funds: Unisys Common Stock Fund 1,119,949 shares 10,677,459 14,044,162 Unisys Stock Fund 10,133,827 shares 251,416,277 197,406,952 Interest-Bearing Cash 59,094 shares 59,094 59,094 ----------------------------------- Total Unisys Common Stock Funds 262,152,830 211,510,208 *Unisys Interest Income Fund: CDC #BR-137-02; 5.62% 6,018,904 6,018,904 Comb Ins #CG-1086; 6.35% 7,587,873 7,587,873 Fidelity Stif Cash Portfolio; 2.12% 6,795,518 6,795,518 Chase Manhattan Bank #400971; 6.09% 5,004,938 5,004,938 Chase Manhattan Bank #430126; 6.19% 86,578,054 86,578,054 Monumental Life Insurance Company #MDA134TR; 6.18% 86,634,330 86,634,330 Rabobank Nederland #UNI-119802; 5.69% 4,500,040 4,500,040 Radobank Nederland #UNI-119801; 5.59% 5,033,892 5,033,892 Rabobank Nederland #UNI-129901; 6.18% 86,635,729 86,635,729 State Street Bank & Trust Company #98152; 5.99% 6,005,005 6,005,005 UBS Warburg #2530; 5.72% 4,025,933 4,025,933 UBS Warburg #3041; 6.18% 86,635,616 86,635,616 ----------------------------------- 391,455,832 391,455,832 *Participants' Loans - 17,371,633 Frozen Investment Contracts 22,600 22,600 ----------------------------------- Total $2,526,646,981 $2,397,189,965 =================================== *Party-In-Interest.
Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-56038 and Form S-8 No. 333-87411) pertaining to the Unisys Savings Plan of Unisys Corporation of our report dated May 3, 2002, with respect to the financial statements and schedule of the Unisys Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. Ernst & Young LLP Philadelphia, Pennsylvania June 6, 2002 -----END PRIVACY-ENHANCED MESSAGE-----