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.
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
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.
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
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.
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.
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.
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
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
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.
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.
ITEM 6.
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.
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.
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.
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------------------------------------------------------------------------
Not applicable.
PART III
ITEM 10.
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.
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.
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.
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.
PART IV
ITEM 14.
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.
(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.
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
*By:/s/ Lawrence A. Weinbach --------------------------- Lawrence A. Weinbach Attorney-in-Fact
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.
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)
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
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