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 June 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 June 30,
1996: 174,880,389.
<PAGE>
Page 2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEET
(Millions)
June 30,
1996 December 31,
(Unaudited) 1995
----------- -----------
Assets
Current assets
Cash and cash equivalents $1,169.0 $1,114.3
Marketable securities 5.5 5.4
Accounts and notes receivable, net 917.3 996.3
Inventories
Finished equipment and supplies 354.7 358.6
Work in process and raw materials 363.7 315.3
Deferred income taxes 345.4 329.8
Other current assets 96.3 98.9
-------- --------
Total 3,251.9 3,218.6
-------- --------
Long-term receivables, net 54.5 58.7
-------- --------
Properties and rental equipment 2,030.9 2,088.4
Less accumulated depreciation 1,381.1 1,397.0
-------- --------
Properties and rental equipment, net 649.8 691.4
-------- --------
Cost in excess of net assets acquired 990.4 1,014.6
Investments at equity 277.8 298.9
Deferred income taxes 682.6 682.6
Other assets 1,205.6 1,148.4
-------- --------
Total $7,112.6 $7,113.2
======== ========
Liabilities and stockholders' equity
Current liabilities
Notes payable $ 13.8 $ 12.1
Current maturities of long-term debt 319.0 343.5
Accounts payable 790.7 940.6
Other accrued liabilities 1,294.3 1,677.4
Dividends payable 26.6 30.2
Estimated income taxes 103.8 143.5
-------- --------
Total 2,548.2 3,147.3
-------- --------
Long-term debt 2,249.0 1,533.3
Other liabilities 560.4 572.4
Stockholders' equity
Preferred stock 1,570.2 1,570.3
Common stock,
issued 1996, 175.8; 1995, 172.3 1.8 1.7
Accumulated deficit (767.5) (702.6)
Other capital 950.5 990.8
-------- --------
Stockholders' equity 1,755.0 1,860.2
-------- --------
Total $7,112.6 $7,113.2
======== ========
See notes to consolidated financial statements.
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Page 3
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Millions, except per share data)
Three Months Six Months
Ended June 30 Ended June 30
------------------ ------------------
1996 1995 1996 1995
-------- -------- -------- --------
Revenue $1,505.0 $1,519.8 $2,928.1 $2,984.7
-------- -------- -------- --------
Costs and expenses
Cost of revenue 1,013.1 972.8 1,997.3 1,896.3
Selling, general and
administrative 346.6 372.1 668.6 704.8
Research and development 81.4 86.2 177.4 181.7
-------- -------- -------- --------
1,441.1 1,431.1 2,843.3 2,782.8
-------- -------- -------- --------
Operating income 63.9 88.7 84.8 201.9
Interest expense 68.3 51.1 118.8 101.6
Other income, net 12.4 23.0 21.7 8.7
-------- -------- -------- --------
Income (loss) from
continuing operations
before income taxes 8.0 60.6 (12.3) 109.0
Estimated income taxes
(benefit) 2.7 20.8 (4.2) 37.1
-------- -------- -------- --------
Income (loss) from
continuing operations 5.3 39.8 (8.1) 71.9
Income from discontinued
operations 12.5
-------- -------- -------- --------
Net income (loss) 5.3 39.8 (8.1) 84.4
Dividends on preferred
shares 30.2 30.0 60.4 59.9
-------- -------- -------- --------
Earnings (loss) on
common shares $(24.9) $ 9.8 $(68.5) $24.5
======== ======== ======== ========
Earnings (loss) per common
share
Primary
Continuing operations $(.14) $ .06 $(.40) $ .07
Discontinued operations .07
-------- -------- -------- --------
Total $(.14) $ .06 $(.40) $ .14
======== ======== ======== ========
Fully diluted
Continuing operations $(.14) $ .06 $(.40) $ .07
Discontinued operations .07
-------- -------- -------- --------
Total $(.14) $ .06 $(.40) $ .14
======== ======== ======== ========
See notes to consolidated financial statements.
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Page 4
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Millions)
Six Months Ended
June 30
--------------------
1996 1995
-------- --------
Cash flows from operating activities
Income (loss) from continuing operations $ (8.1) $ 71.9
Add (deduct) items to reconcile income
from continuing operations to net cash
(used for) operating activities:
Depreciation 86.1 106.8
Amortization:
Marketable software 53.6 64.8
Cost in excess of net assets acquired 21.7 20.1
(Increase) in deferred income taxes (15.6) (7.4)
Decrease (increase) in receivables, net 79.0 (33.3)
(Increase) in inventories (44.5) (47.8)
(Decrease) in accounts payable and other
accrued liabilities (502.5) (361.3)
(Decrease) in estimated income taxes (39.7) (41.9)
(Decrease) in other liabilities (4.5) (5.7)
(Increase) in other assets (45.0) (50.2)
Other (27.8) 23.6
-------- --------
Net cash used for operating activities (447.3) (260.4)
-------- --------
Cash flows from investing activities
Proceeds from investments 1,118.9 1,483.9
Purchases of investments (1,124.6) (1,497.0)
Proceeds from marketable securities 2.0
Proceeds from sales of properties 18.8 7.8
Investment in marketable software (42.1) (61.4)
Capital additions of properties and
rental equipment (55.8) (101.9)
Purchases of businesses (12.2) (8.1)
-------- --------
Net cash used for investing activities (97.0) (174.7)
-------- --------
Cash flows from financing activities
Proceeds from issuance of debt 700.9
Principal payments of debt (24.7) (67.2)
Net proceeds from short-term borrowings 1.7 18.1
Dividends paid on preferred shares (60.4) (59.9)
Other .3 2.5
-------- --------
Net cash provided by (used for)
financing activities 617.8 (106.5)
-------- --------
Effect of exchange rate changes on
cash and cash equivalents (11.4) 1.5
-------- --------
Net cash provided by (used for)
continuing operations 62.1 (540.1)
-------- --------
Discontinued operations
Proceeds from sale 862.0
Other (7.4) (227.9)
-------- --------
Net cash provided by (used for)
discontinued operations (7.4) 634.1
-------- --------
Increase in cash and
cash equivalents 54.7 94.0
Cash and cash equivalents, beginning
of period 1,114.3 868.4
-------- --------
Cash and cash equivalents, end of period $1,169.0 $ 962.4
======== ========
See notes to consolidated financial statements.
<PAGE>
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 six months ended June 30, 1996, the computation of
primary earnings per share is based on the weighted average number of
outstanding common shares. The computation for the three and six months
ended June 30, 1995 includes additional shares assuming the exercise of
stock options. None of the periods presented 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 Six Months Ended
June 30, June 30,
------------------- -------------------
1996 1995 1996 1995
------------------- -------------------
Primary 172,702 172,150 172,070 171,986
Fully diluted 172,702 172,150 172,070 171,986
c. Certain prior year amounts have been reclassified to conform with the
1996 presentation.
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Page 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
- ---------------------
For the three months ended June 30, 1996, the Company reported
net income of $5.3 million, compared to net income of $39.8
million for the three months ended June 30, 1995. On a per-share
basis, the second-quarter net loss was $.14 per primary and fully
diluted common share after preferred dividends, compared to
earnings of $.06 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):
Information Global Computer
Elimi- Services Customer Systems
Total nations Group Services Group
-------- --------- ----------- --------- ---------
Three Months Ended
June 30, 1996
- ------------------
Customer revenue $1,505.0 $508.6 $486.6 $509.8
Intercompany $(148.8) 2.1 30.0 116.7
-------- --------- ---------- --------- ---------
Total revenue $1,505.0 $(148.8) $510.7 $516.6 $626.5
======== ========= ========== ========= =========
Cost of revenue $1,013.1 $(144.5) $419.4 $346.5 $391.7
======== ========= ========== ========= =========
Three Months Ended
June 30, 1995
- ------------------
Customer revenue $1,519.8 $446.0 $465.9 $607.9
Intercompany $(160.2) 22.5 137.7
-------- --------- ---------- --------- ---------
Total revenue $1,519.8 $(160.2) $446.0 $488.4 $745.6
======== ========= ========== ========= =========
Cost of revenue $ 972.8 $(160.2) $383.4 $325.1 $424.5
======== ========= ========== ========= =========
Total customer revenue for the quarter ended June 30, 1996 was
$1.51 billion, down 1% from $1.52 billion for the quarter ended
June 30, 1995, largely due to product transition in the Company's
enterprise server family.
Customer revenue from Information Services increased 14% in the
quarter due to higher systems integration revenue. In Global
Customer Services, customer revenue increased 4% from year-ago
levels led by growth in Network Enable Services and Desktop
Services revenue. Customer revenue in Computer Systems declined
16% as the Company moves into the early stages of the new product
cycle in its enterprise server family.
Total gross profit margin was 33% in the second quarter of 1996
compared to 36% in the year-ago period. The decline in gross
profit margin in the quarter was principally due to the
continuing shift to lower-margin products and services and the
product transition in the Computer Systems business.
<PAGE>
Page 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
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 is finalized. The Company has initiated
programs to mitigate the effect of this product delay on second-
half results. However, the delay may preclude the Company from
reaching the level of shipments and profitability previously
expected for the full year.
In the second quarter of 1996, selling, general and
administrative expenses were $346.6 million compared to $372.1
million in the second quarter of 1995, and research and
development expenses were $81.4 million compared to $86.2 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 $63.9 million in
the current period compared to $88.7 million last year.
Interest expense in the second quarter of 1996 was $68.3 million
compared to $51.1 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 income, which can vary from quarter to quarter, was $12.4
million in the three months ended June 30, 1996 compared to $23.0
million in the three months ended June 30, 1995.
Income from continuing operations before income taxes for the
three months ended June 30, 1996 was $8.0 million compared to
$60.6 million for the three months ended June 30, 1995.
Estimated income taxes were $2.7 million for the three months
ended June 30, 1996 compared to $20.8 million in the year-ago
period.
For the six months ended June 30, 1996, the loss from continuing
operations was $8.1 million, or $.40 per primary and fully
diluted common share. In the six- month period one year ago,
income from continuing operations was $71.9 million, or $.07 per
primary and fully diluted common share. In the year-ago period,
total net income was $84.4 million, or $.14 per primary and fully
diluted share, including $12.5 million, or $.07 per primary and
fully diluted share, from discontinued operations.
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 expenses 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
<PAGE>
Page 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
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 June 30, 1996
were $1.2 billion compared to $1.1 billion at December 31, 1995.
During the six months ended June 30, 1996, cash used for
operating activities was $447.3 million compared to cash usage of
$260.4 million during the six months ended June 30, 1995. The
increase was due in large part to reductions in payables and
accruals, including amounts related to restructuring. Cash used
for investing activities during the first half of 1996 was $97.0
million compared to $174.7 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 $617.8 million compared to cash used of $106.5
million in the year-ago period, principally due to the issuance
of $724.0 million of debt discussed below.
At June 30, 1996, total debt was $2.6 billion, an increase of
$692.9 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. Approximately $314 million of long-term debt
matures during the third quarter of 1996. During the six months
ended June 30, 1996 and 1995, the Company retired $24.7 million
and $67.2 million of debt, respectively. 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.
<PAGE>
Page 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
During the six months ended June 30, 1996, debt net of cash and
marketable securities increased $638.1 million to $1.4 billion.
As a percent of total capital, debt net of cash and marketable
securities was 45% at June 30, 1996 and 29% at December 31, 1995.
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.
The Company has on file with the Securities and Exchange
Commission an effective registration statement covering $500
million of debt or equity securities which enables the Company to
be prepared for future market opportunities.
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 $60.4 million
during the first half of 1996 compared to $59.9 million in the
year ago period.
Stockholders' equity decreased $105.2 million during the six
months ended June 30, 1996 to $1,755.0 million, principally
reflecting preferred dividends declared of $56.8 million and
unfavorable foreign currency translation of $52.6 million.
At June 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.
<PAGE>
Page 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Cont'd).
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>
Page 11
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's 1996 Annual Meeting of Stockholders (the "Annual Meeting")
was held on April 25, 1996 in Philadelphia, Pennsylvania.
(c) The following matters were voted upon at the Annual Meeting and received
the following votes:
1. Election of Directors as follows:
J. P. Bolduc -- 140,619,327 votes for; 10,225,927 votes withheld
James J. Duderstadt -- 140,825,463 votes for;
10,019,791 votes withheld
Kenneth A. Macke -- 140,766,224 votes for; 10,079,030 votes withheld
2. A proposal to ratify the selection of the Company's independent
auditors for 1996 -- 145,341,825 votes for; 3,355,420 votes against;
2,146,709 abstentions.
3. A stockholder proposal regarding a spin-off transaction --
33,286,208 votes for; 74,328,399 votes against; 2,483,181
abstentions; 40,749,316 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
During the quarter ended June 30, 1996, the Company filed no Current
Reports on Form 8-K relating to events during such quarter.
<PAGE>
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: August 14, 1996 By: /s/ Janet M. Brutschea Haugen
-----------------------------
Janet M. Brutschea Haugen
Vice President and
Controller
(Chief Accounting Officer)
<PAGE>
Page 13
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
11.1 Statement of Computation of Earnings Per Share for the six
months ended June 30, 1996 and 1995
11.2 Statement of Computation of Earnings Per Share for the three
months ended June 30, 1996 and 1995
12 Statement of Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
EXHIBIT 11.1
Page 1 of 2
UNISYS CORPORATION
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(Millions, except share data)
Primary Earnings Per Common Share 1996 1995
----------- -----------
Average Number of Outstanding Common Shares 172,069,577 171,083,414
Additional Shares Assuming Exercise of Stock Options 462,294 902,171
----------- -----------
Average Number of Outstanding Common Shares and
Common Share Equivalents 172,531,871 171,985,585
=========== ===========
Income (Loss) From Continuing Operations $( 8.1) $ 71.9
Dividends on Series A, B and C Preferred Stock (60.4) ( 59.9)
------- -------
Primary Earnings (Loss) on Common Shares Before
Discontinued Operations (68.5) 12.0
Income From Discontinued Operations 12.5
------- -------
Primary Earnings (Loss) on Common Shares $(68.5) $24.5
======= =======
Primary Earnings (Loss) Per Common Share
Continuing Operations $(.40) $ .07
Discontinued Operations .07
------- -------
Total $ (.40) $ .14
======= =======
Fully Diluted Earnings Per Common Share
Average Number of Outstanding Common
Shares and Common Share Equivalents 172,531,871 171,985,585
Additional Shares:
Assuming Conversion of Series A Preferred Stock 47,454,260 47,454,697
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 27,480,520
Attributable to Stock Plans 116,791 52,488
----------- -----------
Common Shares Outstanding Assuming Full Dilution 281,280,829 253,190,157
=========== ===========
Primary Earnings (Loss) on Common Shares Before
Discontinued Operations $(68.5) $ 12.0
Exclude Dividends on Series A Preferred Stock 53.3 53.3
Interest Expense on 8 1/4%
Convertible Notes, due 2000,
Net of Applicable Tax 9.6 8.9
Interest Expense on 8 1/4%
Convertible Notes, due 2006,
Net of Applicable Tax 5.2
------- -------
Fully Diluted Earnings (Loss) on
Common Shares Before Discontinued Operations (.4) 74.2
Income From Discontinued Operations 12.5
------- -------
Fully Diluted Earnings (Loss) on Common Shares $ (.4) $ 86.7
======= =======
Fully Diluted Earnings (Loss) per Common Share
Continuing Operations $ 0 $ .29
Discontinued Operations .05
------- -------
Total $ 0 $ .34
======= =======
<PAGE>
EXHIBIT 11.1
Page 2 of 2
UNISYS CORPORATION
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(Millions, except share data)
1996 1995
----------- -----------
Earnings (Loss) Per Common Share As Reported
Primary
Continuing Operations $( .40) $ .07
Discontinued Operations .07
------- -------
Total $( .40) $ .14
======= =======
Fully Diluted
Continuing Operations $( .40) $ .07
Discontinued Operations .07
------- -------
Total $( .40) $ .14
======= =======
The computation for 1996 is based on the weighted average number of
outstanding common shares. In addition, the computation for 1995
includes common stock equivalents. Neither period 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 JUNE 30, 1996 AND 1995
(UNAUDITED)
(Millions, except share data)
Primary Earnings Per Common Share 1996 1995
----------- -----------
Average Number of Outstanding Common Shares 172,702,498 171,178,670
Additional Shares Assuming Exercise of Stock Options 482,347 971,554
----------- -----------
Average Number of Outstanding Common Shares and
Common Share Equivalents 173,184,845 172,150,224
=========== ===========
Income From Continuing Operations $ 5.3 $ 39.8
Dividends on Series A, B and C Preferred Stock ( 30.2) ( 30.0)
------- -------
Primary Earnings (Loss) on Common Shares $( 24.9) $ 9.8
======= =======
Primary Earnings (Loss) Per Common Share $ (.14) $ .06
======= =======
Fully Diluted Earnings Per Common Share
Average Number of Outstanding Common
Shares and Common Share Equivalents 173,184,845 172,150,224
Additional Shares:
Assuming Conversion of Series A Preferred Stock 47,454,135 47,454,696
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 198,612 91,173
----------- -----------
Common Shares Outstanding Assuming Full Dilution 298,025,888 253,393,480
=========== ===========
Primary Earnings (Loss) on Common Shares $( 24.9) $ 9.8
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 4.5
Interest Expense on 8 1/4% Convertible
Notes, due 2006, Net of Applicable Tax 4.1
------- -------
Fully Diluted Earnings on Common Shares $ 10.6 $ 40.9
======= =======
Fully Diluted Earnings per Common Share $ .04 $ .16
======= =======
Earnings (Loss) Per Common Share As Reported
Primary $( .14) $ .06
======= =======
Fully Diluted $( .14) $ .06
======= =======
The computation for 1996 is based on the weighted average number of
outstanding common shares. In addition, the computation for 1995 includes
common stock equivalents. Neither period assumes conversion of the
convertible notes or Series A preferred stock since such conversions would
have been antidilutive.
<TABLE>
Exhibit 12
UNISYS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
($ in millions)
Six
Months
Ended Years Ended December 31
June 30, -------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Income (loss) from continuing
operations before income taxes $(12.3) $(781.1) $ 14.6 $370.9 $301.3 $(1,425.6)
Add (deduct) share of loss (income)
of associated companies (11.2) 5.0 16.6 14.5 3.2 (6.5)
------ ------- ------- ------ ------ ---------
Subtotal (23.5) (776.1) 31.2 385.4 304.5 (1,432.1)
------ ------- ------- ------ ------ ---------
Interest expense (net of interest
capitalized) 118.8 202.1 203.7 241.7 340.6 407.6
Amortization of debt issuance
expenses 2.9 5.1 6.2 6.6 4.8 1.8
Portion of rental expense
representative of interest 32.6 65.3 65.0 70.5 78.8 80.9
------ ------- ------- ------ ------ ---------
Total Fixed Charges 154.3 272.5 274.9 318.8 424.2 490.3
------ ------- ------- ------ ------ ---------
Earnings (loss) from continuing
operations before income taxes
and fixed charges $(130.8) $(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)
======= ======= ======= ====== ====== =========
<FN>
(a) Earnings for the six months ended June 30, 1996 and for the years ended December 31, 1995
and 1991 were inadequate to cover fixed charges by approximately $23.5 million, $776.1
million and $1,432.1 million, respectively.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> 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
JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,169
<SECURITIES> 5
<RECEIVABLES> 997
<ALLOWANCES> (72)
<INVENTORY> 718
<CURRENT-ASSETS> 3,252
<PP&E> 2,031
<DEPRECIATION> 1,381
<TOTAL-ASSETS> 7,113
<CURRENT-LIABILITIES> 2,548
<BONDS> 2,249
<COMMON> 2
0
1,570
<OTHER-SE> 183
<TOTAL-LIABILITY-AND-EQUITY> 7,113
<SALES> 1,269
<TOTAL-REVENUES> 2,928
<CGS> 800
<TOTAL-COSTS> 1,997
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1
<INTEREST-EXPENSE> 119
<INCOME-PRETAX> (12)
<INCOME-TAX> ( 4)
<INCOME-CONTINUING> ( 8)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> ( 8)
<EPS-PRIMARY> (.40)
<EPS-DILUTED> (.40)
</TABLE>
