-----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, FvGeCDX80UQud+9NmP0FutZP9tuCq7j7NvcFeeS0iP7PJxyJQOicGfOWOVYj7gDJ n7yKlgql8hElD1WSTV/uuA== 0000746838-06-000122.txt : 20060629 0000746838-06-000122.hdr.sgml : 20060629 20060629141536 ACCESSION NUMBER: 0000746838-06-000122 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08729 FILM NUMBER: 06933050 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 11-K 1 savings11k.txt SECURITIES 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, 2005 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 Unisys Savings Plan Financial Statements and Supplemental Schedule Years ended December 31, 2005 and 2004 with Report of Independent Registered Public Accounting Firm CONTENTS Report of Independent Registered Public Accounting Firm 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 Index 12 1 Report of Independent Registered Public Accounting Firm To the Plan Administrator of Unisys Savings Plan We have audited the accompanying statements of assets available for benefits of the Unisys Savings Plan as of December 31, 2005 and 2004, 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 the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide 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, 2005 and 2004, and the changes in its assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles. 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, 2005 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. /s/ Ernst & Young LLP Philadelphia, Pennsylvania June 27, 2006 2 Unisys Savings Plan Statements of Assets Available for Benefits December 31 2005 2004 ------------------------------------------------ (In Thousands) Investments at fair value: Fidelity Funds $ 1,880,392 $ 1,833,287 Unisys Common Stock Funds 98,890 168,130 Unisys Interest Income Fund 388,909 405,045 Participants' Loans 14,518 14,737 Frozen Investment Contracts 3 5 ----------------------------------------------- 2,382,712 2,421,204 Employer contributions receivable 2,191 1,381 ----------------------------------------------- Assets available for benefits $ 2,384,903 $ 2,422,585 =============================================== See accompanying notes. 3 Unisys Savings Plan Statements of Changes in Assets Available for Benefits Year ended December 31 2005 2004 ---------------------------------------- (In Thousands) Additions: Interest and dividend income $ 90,817 $ 59,552 Contributions: Employer 18,847 19,998 Employee 95,108 97,019 ---------------------------------------- 113,955 117,017 Transfer in 0 4,820 ---------------------------------------- Total additions 204,772 181,389 Deductions: Benefit payments 239,078 194,775 Administrative and other expenses 91 104 ---------------------------------------- Total deductions 239,169 194,879 Net (depreciation)/appreciation in fair value of investments (3,285) 35,108 Net (decrease)/increase (37,682) 21,618 Assets available for benefits: Beginning of year 2,422,585 2,400,967 ---------------------------------------- End of year $ 2,384,903 $ 2,422,585 ======================================== See accompanying notes. 4 Unisys Savings Plan Notes to Financial Statements December 31, 2005 1. PLAN DESCRIPTION The Unisys Savings Plan (the Plan) is a defined contribution plan that covers non-bargaining 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 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 Each plan year, participants may contribute up to 30% or 18% of their pretax compensation up to the prescribed Internal Revenue Code limit, depending on their classification as a non-highly compensated or highly compensated employee, respectively. Participants who are age fifty or older may make catch- up contributions to the Plan. Participants may also make after-tax contributions up to 6% of their eligible compensation. The Company makes a nondiscretionary matching contribution in Company Common Stock equal to 50% of the first 4% of eligible compensation deferred by the participant during 2005 and 2004. The Plan also allows for rollover contributions from other qualified defined contribution plans. In 2004, the Company acquired Baesch Computer Consulting (BCC). On September 15, 2004, the BCC Retirement Plan was merged into the Plan. Transfers in to the Plan include approximately $2.8 million from the BCC merger. 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 Each participant's account is credited with the participant's contributions, matching contributions from the Company and allocations of Plan earnings, and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan document. The benefit to which a participant is entitled is equal to the vested portion of his or her account. VESTING AND FORFEITURES Plan participants who were actively employed on January 1, 2000 or later are immediately vested in their account balances at all times. Before January 1, 2000, participants were fully vested after five years of service, as defined in the Plan document. PARTICIPANT LOANS Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years, or up to fifteen years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a fixed rate of interest that is commercially reasonable, as determined by the Administrative Committee. A participant may not have more than one loan outstanding. Principal and interest is paid ratably through payroll deductions. PAYMENT OF BENEFITS On termination of service, a participant may receive a lump-sum amount equal to the balance of his or her account or elect to rollover his or her balance into another qualified plan. Upon death, disability or retirement, a participant may elect to receive payments in the form of an annuity or annual installments payable to the participant or his or her estate over a period no greater than the joint life expectancy of the participant and his or her beneficiary. Plan participants also may receive in-service withdrawals in certain circumstances as defined in the Plan. 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. In the event of Plan termination, participants remain 100% vested in their accounts. 6 2. SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. INVESTMENT VALUATION AND INCOME RECOGNITION Except for the Unisys Interest Income Fund, the Plan's investments are stated at fair value, which equals the quoted market price on the last business day of the Plan year. 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. The fair value of the participation units owned in the commingled pool fund are based on quoted redemption values on the last business day of the Plan year. 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 their outstanding balances, which approximate fair value. The Unisys Interest Income Fund includes investments in guaranteed investment contracts issued principally by insurance companies and financial institutions and are valued at contract value as estimated by the issuer. 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. The contract value of these investment contracts approximates their fair value. Crediting interest rates as of December 31, 2005 and 2004 ranged from 4.10% to 4.61% and from 1.90% to 4.80%, 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, semiannually or annually. The average yield on the contracts was 4.60% and 4.89% for 2005 and 2004, respectively. 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, 2005 represents amounts that will be allocated to Plan participants or applied to pay administrative expenses of the Plan. 7 2. SIGNIFICANT ACCOUNTING POLICIES (continued) INVESTMENT VALUATION AND INCOME RECOGNITION (continued) 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. 3. INVESTMENTS The Plan's investments at December 31, 2005 and 2004 were held in trusts with Fidelity Management Trust Company and Wachovia Bank N.A., each of which was established for the investment of the Plan's assets. During 2005 and 2004, the Plan's investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows (in thousands): 2005 2004 ----------------------------------------- Registered Investment Companies $ 66,057 $ 109,713 Unisys Common Stock Funds (70,606) (77,366) Commingled Pool Fund 1,264 2,761 ------------------------------------------ $ (3,285) $ 35,108 ========================================== Investments that represent 5% or more of fair value of the Plan's assets are as follows (in thousands): 2005 2004 ------------------------------------------ *Unisys Stock Fund $ *** $ 158,897 Unisys Interest Income Fund 388,909 405,045 Fidelity Magellan Fund 231,906 258,737 Fidelity Asset Manager Fund 180,866 197,375 Fidelity Asset Manager Growth Fund 181,694 199,545 Fidelity Retirement Money Market Portfolio Fund *** 123,480 Fidelity Contra Fund 128,402 ** * Predominantly non-participant-directed ** Fund was not 5% or more of fair market value of plan assets in prior year. *** Fund is not 5% or more of fair market value of plan assets in current year. 8 3. INVESTMENTS (continued) Employer matching contributions to the Plan are invested in the Unisys Stock Fund. Participants who have reached age fifty are eligible to diversify their investment in the Unisys Stock Fund to other funds available within the Plan. The assets and significant components of the changes in assets relating to the predominantly non-participant-directed investments are as follows (in thousands): December 31 2005 2004 ----------------------------------------- Investments, at fair value: Unisys Stock Fund $ 94,032 $ 158,897 Unisys Common Stock Fund 4,857 9,202 Interest-Bearing Cash - 31 Frozen Investment Contracts 3 5 ----------------------------------------- Total $ 98,892 $ 168,135 ========================================== Year ended December 31 2005 2004 ----------------------------------------- Changes in assets: Interest and dividends $ 39 $ 81 Net depreciation in fair value of investments (70,550) (77,353) Contributions 17,987 24,098 Benefit payments (7,528) (12,589) Administrative and other expenses (11) (14) Net transfers (9,180) (34,845) ------------------------------------------ Total $ (69,243) $(100,622) ========================================== At December 31, 2005, the Plan held 830,144 and 15,950,068 shares of Unisys Common Stock in the Unisys Common Stock Fund and Unisys Stock Fund, respectively. At December 31, 2004, the Plan held 906,928 and 15,601,865 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 September 25, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trusts are exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification, and the plan sponsor will take the necessary steps to maintain the tax status of the Plan. 5. RISKS AND UNCERTAINTIES The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of assets available for benefits. 6. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of registered investment companies managed by Fidelity Management Trust Company, the Trustee. The Plan also holds shares of common stock of the Company. These transactions qualify as party-in-interest transactions and are exempt from the prohibited transaction rules. 7. SUBSEQUENT EVENT On March 17, 2006, the Company adopted changes to the Plan whereby, effective January 1, 2007, the Company will increase its matching contribution to 100% of the first 6% of eligible pay contributed by participants, an increase from the current matching contribution of 50% of the first 4% of eligible pay contributed by participants. 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, 2005
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 Funds: Fidelity Fund Registered Investment Company $ 12,557,907 Puritan Fund Registered Investment Company 21,187,981 Trend Fund Registered Investment Company 3,099,779 Ginnie Mae Portfolio Fund Registered Investment Company 7,921,102 Magellan Fund Registered Investment Company 231,905,983 Contra Fund Registered Investment Company 128,401,563 Equity Income Fund Registered Investment Company 20,053,490 Growth Company Fund Registered Investment Company 33,264,042 Growth & Income Portfolio Fund Registered Investment Company 36,723,603 Capital & Income Portfolio Fund Registered Investment Company 13,428,337 Value Fund Registered Investment Company 71,563,638 Mortgage Securities Portfolio Fund Registered Investment Company 4,269,145 Government Securities Fund Registered Investment Company 12,629,294 Independence Fund Registered Investment Company 9,019,567 Over-The-Counter Portfolio Fund Registered Investment Company 11,739,313 Overseas Fund Registered Investment Company 9,554,275 Europe Fund Registered Investment Company 11,876,155 Pacific Fund Registered Investment Company 7,627,845 Real Estate Investment Portfolio Fund Registered Investment Company 31,769,543 Balanced Fund Registered Investment Company 35,239,636 International Growth & Income Fund Registered Investment Company 11,913,163 Capital Appreciation Fund Registered Investment Company 17,586,434 Conv. Securities Fund Registered Investment Company 11,031,730 Canada Fund Registered Investment Company 21,765,631 Utilities Fund Registered Investment Company 11,165,684 Blue Chip Fund Registered Investment Company 54,589,818 Asset Manager Fund Registered Investment Company 180,866,194 Disciplined Equity Fund Registered Investment Company 5,547,988 Low-Priced Fund Registered Investment Company 76,861,810 Worldwide Fund Registered Investment Company 6,560,820 Equity Income II Fund Registered Investment Company 37,845,789 Stock Selector Fund Registered Investment Company 6,798,734 Asset Manager Growth Fund Registered Investment Company 181,693,744 Emerging Markets Fund Registered Investment Company 11,423,728 Aggressive Growth Fund Registered Investment Company 24,994,743 Diversified International Fund Registered Investment Company 41,309,712 Asset Manager Income Fund Registered Investment Company 31,959,769 Diversified Growth Fund Registered Investment Company 35,358,082 New Markets Income Fund Registered Investment Company 21,064,426 Export & Multinational Fund Registered Investment Company 14,901,288 Global Balanced Fund Registered Investment Company 2,522,285 Aggressive International Fund Registered Investment Company 3,379,993 Small Capital Stock Fund Registered Investment Company 19,324,620 Mid-Capital Stock Fund Registered Investment Company 29,355,319 Large-Capital Stock Fund Registered Investment Company 3,514,341 Discovery Registered Investment Company 471,109 Europe Capital Appreciation Stock Fund Registered Investment Company 2,977,245 Asset Mgr Aggressive Registered Investment Company 1,686,074 Latin America Fund Registered Investment Company 19,236,112 Japan Fund Registered Investment Company 10,043,067 Southeast Asia Fund Registered Investment Company 5,911,170 Strategic Income Registered Investment Company 9,500,724 Freedom Income Fund Registered Investment Company 749,117 Freedom 2000 Fund Registered Investment Company 704,080 Freedom 2010 Fund Registered Investment Company 7,075,369 Freedom 2020 Fund Registered Investment Company 7,842,227 Freedom 2030 Fund Registered Investment Company 4,236,923 Spartan Total Market Index Fund Registered Investment Company 9,910,521 Spartan Extended Market Index Fund Registered Investment Company 5,022,678 Spartan International Market Index Fund Registered Investment Company 2,801,697 Fifty Fund Registered Investment Company 7,469,041 U.S. Bond Index Portfolio Fund Registered Investment Company 18,427,924 Institutional Short-Intermed. Gov't. Portfolio Registered Investment Company 2,096,103 Inflation Pro Bond Registered Investment Company 4,980,283 FID Freedom 2040 Registered Investment Company 1,423,628 -------------- 1,699,733,135 *Fidelity Institutional Funds Institutional Money Market Fund Fidelity Institutional Fund 110,267,125 FMTC Short Duration Pool Fidelity Institutional Fund 4,178,741 FMTC Broad Market Duration Pool Fidelity Institutional Fund 9,216,326 FMTC Intermediate Duration Pool Fidelity Institutional Fund 7,027,616 -------------- 130,689,808 *Fidelity Money Market Funds: Retirement Money Market Portfolio Fund Registered Investment Company 4,057,071 Retirement Gov't. Money Market Portfolio Fund Registered Investment Company 19,923,359 -------------- 23,980,430 *Fidelity U.S. Equity Index Commingled Pool Fund Commingled Pool Fund 25,988,800 -------------- Total Fidelity Funds 1,880,392,173 *Unisys Common Stock Funds: Unisys Common Stock Fund 284,105 units of Common Stock Fund $ 7,856,339 4,857,129 Unisys Stock Fund 15,950,068 units of Common Stock Fund 204,352,909 94,032,322 ------------------------------ Total Unisys Common Stock Funds 98,889,451 *Unisys Interest Income Fund: Fidelity STIF Cash Portfolio; 4.10% 2,372,889 JP Morgan Chase Manhattan Bank #430126; 4.54%; matures 9/12/06 96,865,607 Monumental Life Insurance Company #MDA00134TR; 4.53% 96,556,490 Rabobank Nederland #UNI-129901; 4.53% 96,557,200 UBS AG Act #3041; 4.53% 96,557,050 -------------- Total Unisys Interest Income Fund 388,909,236 *Participants' Loans Interest rates from 4.25% to 10.50% 14,517,953 Frozen Investment Contracts 2,681 2,681 -------------- Total $2,382,711,494 ============== * Party-In-Interest. ** Cost is not applicable for participant-directed investments.
11 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 27, 2006 By: /s/ Joseph M. Munnelly -------------------------- Joseph M. Munnelly Vice President and Corporate Controller 12 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm EX-23 2 ex23.txt Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-110019) pertaining to the Unisys Savings Plan of Unisys Corporation of our report dated June 27, 2006, 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, 2005. /s/ Ernst & Young LLP Philadelphia, Pennsylvania June 27, 2006 -----END PRIVACY-ENHANCED MESSAGE-----