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, 1999
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
<PAGE>
REQUIRED INFORMATION
Financial Statements and Supplemental Schedule
Unisys Savings Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
CONTENTS
Report of Independent Auditors 1
Audited Financial Statements:
Statements of Assets Available for Benefits 3
Statements of Changes in Assets Available for Benefits 4
Notes to Financial Statements 5
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year 12
Exhibit:
Consent of Independent Auditors
<PAGE>
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 26, 2000 By: /s/ Janet Brutschea Haugen
--------------------------
Janet Brutschea Haugen
Vice President, Acting Chief
Financial Officer and
Controller
<PAGE>
Page 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, 1999
and 1998, 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, 1999 and 1998, and the changes in 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 for investment purposes at end of year as of
December 31, 1999, 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 17, 2000
<PAGE>
Page 2
Unisys Savings Plan
Statements of Assets Available for Benefits
December 31
1999 1998
--------------------------------
(In Thousands)
Investments at fair value:
Fidelity Mutual Funds $2,023,196 $1,752,239
Unisys Common Stock Funds 497,535 446,204
Unisys Interest Income Fund 404,086 414,074
Fidelity Money Market Funds 171,390 151,512
Unisys Global Performance Equity Fund 51,221
Fidelity U.S. Equity Index Commingled Pool
Fund 36,764 30,098
Participants' Loans 21,675 22,894
Frozen Investment Contracts 2,234 3,088
--------------------------------
Assets available for benefits $3,156,880 $2,871,330
See notes to financial statements.
<PAGE>
Page 3
Unisys Savings Plan
Statements of Changes in Assets Available for Benefits
Year ended December 31
1999 1998
---------------------------------
(In Thousands)
Additions:
Investment income:
Interest and dividends $ 193,709 $ 198,006
Net appreciation in fair value of
Investments 185,090 456,718
Contributions:
Employer 8,630 9,666
Employee 82,492 74,057
---------------------------------
Total additions 469,921 738,447
---------------------------------
Deductions:
Benefit payments 184,084 183,940
Administrative and other expenses 287 380
---------------------------------
Total deductions 184,371 184,320
---------------------------------
Net increase 285,550 554,127
Assets available for benefits:
Beginning of year 2,871,330 2,317,203
---------------------------------
End of year $3,156,880 $2,871,330
=================================
See notes to financial statements.
<PAGE>
Page 4
Unisys Savings Plan
Notes to Financial Statements
December 31, 1999
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
Each year, participants may contribute up to 20% or 12% of their pretax
compensation, as defined in the Plan, depending on their classification
as a non-highly compensated or highly compensated employee,
respectively. The Plan allows the Company to make discretionary matching
contributions, as determined annually by the Company's Board of
Director's. The matching contribution is made in Company common stock
and was 25% of the first 4% of pretax compensation contributed by the
participant. This formula will change to 50% of the first 4% beginning
January 1, 2000. The Plan also allows for rollover contributions from
other qualified defined contribution plans.
A participant who had Tax Deductible Contributions Accounts (L.E.R.A.)
or After-Tax Contributions Accounts retains those accounts under the
Plan. No additional L.E.R.A. or After Tax Contributions are allowed.
Under the Global Performance Equity Program (G-PEP) shares of Unisys
Common Stock were awarded by the Company to participating employees
based on the attainment of corporate and/or business unit performance
goals. G-PEP awards are maintained in a separate account on behalf of
each participant and are subject to special withdrawal and transfer
rules. The G-PEP award in 1998 for the calendar year 1997 was the final
award made by the Company. Through 1998, Unisys shares in G-PEP accounts
were held in the Unisys Global Performance Equity Fund. During 1999, the
Company allowed participants to invest all or part of their account
balances in any of the other available funds. Unisys shares remaining in
G-PEP accounts were transferred to the Unisys Common Stock Fund.
<PAGE>
Page 5
1. PLAN DESCRIPTION (continued)
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 available in the Plan Prospectus, the quarterly
participant statements and in each investment fund's prospectus made
available by Fidelity.
PARTICIPANT ACCOUNTS
Participant accounts are credited with requested pre-tax, after-tax,
rollover, L.E.R.A., G PEP, and Company matching contributions and an
allocation of investment income (losses), and they are charged with an
allocation of administrative expenses based on account balances. 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 pre-tax, after tax,
L.E.R.A., G-PEP and rollover contributions and earnings thereon. Plan
participants acquire a nonforfeitable right to any Company matching
contributions and earnings thereon upon completion of five years of
service, attainment of age 65 or death prior to termination of
employment. The amount of Company matching contributions and earnings
thereon that is not vested at the time of distribution will be forfeited
and shall be used to reinstate prior forfeitures of accounts of
participants who are re-employed in accordance with the terms of the
Plan, to reduce current Company matching contributions, if any, or to
pay Plan expenses.
Effective January 1, 2000 the Plan was amended to immediately vest all
past and future Company matching contributions.
<PAGE>
Page 6
1. PLAN DESCRIPTION (continued)
DISTRIBUTIONS/WITHDRAWALS
On termination of service, a participant may receive a lump-sum amount
equal to the vested value of his or her account, or upon death,
disability or retirement, elect to receive payments in the form of an
annuity or annual installments over a maximum of twenty years. 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.
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. There are no
<PAGE>
Page 7
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
INVESTMENT VALUATION AND INCOME RECOGNITION (continued)
reserves against contract values for credit risk of contract issuers or
otherwise. Contract value of these investment contracts approximates
their fair value. The contract balances at December 31, 1999 and 1998
totaled $404.1 million and $414.1 million, respectively. Interest
accrued on the contract balances at rates ranging from 4.94% to 8.71%
for the year ended December 31, 1999 and from 4.56% to 8.71% for the
year ended December 31, 1998. These interest rates are set at the time
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.
As of December 31, 1999 and 1998, 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
the end of the period. 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 sum of the
value of a restructured investment contract with MBL Life Assurance
Company, and remaining cash balance from payments made to the Plan from
the Conservation Estate of the Executive Life Insurance Company
("ELIC"). On December 31, 1998, the value of the investment contract
with MBL was $2.7 million. On June 30, 1999 the insurance contract with
MBL matured and the assets were allocated to the participants' accounts.
The value of the payments representing the ELIC contracts approximated
$.4 million on December 31, 1999 and 1998.
<PAGE>
Page 8
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
INVESTMENT VALUATION AND INCOME RECOGNITION (continued)
The Plan has received periodic liquidation payments from the terminated
investment contracts, originally with ELIC. Cumulative payments of
$164.2 million as of December 31, 1999, have been distributed to or
allocated to the accounts of the Plan participants. The remaining cash
balance described above at December 31, 1999 represents amounts that are
to be distributed to Plan participants who have not yet cashed their
distribution checks.
Notwithstanding the payment of the liquidation amounts by the
Conservation Estate of ELIC, Plan participants have not fully recovered
the principal amount of their investment in the ELIC contracts, nor
interest on the principal amounts. Unisys, on behalf of the Plan and
Plan participants, has attempted to recover these amounts from state
guaranty associations. Unisys has obtained recoveries for Plan
participants located in Arizona, Hawaii, North Dakota, Pennsylvania,
South Dakota and Wisconsin. The proceeds of the settlements are expected
to be allocated to the accounts of those participants in the second
quarter of 2000.
Unisys is involved in litigation with state guaranty associations in
Minnesota, Nebraska and Washington. The litigation is ongoing and there
are no assurances that any recoveries will result from the litigation.
In addition, Unisys has filed claims for recovery with the state
guaranty associations in Arkansas, Delaware, Florida, Idaho, Indiana,
Iowa, Kansas, Kentucky, Maryland, Mississippi, Missouri, Montana,
Nevada, North Carolina, Oklahoma, Rhode Island, Utah, Virginia and West
Virginia. The claims have either been denied or have not been answered
by the state guaranty associations. Unisys has not yet determined
whether it will commence litigation in any of the states.
Unisys has been unable to recover any portion of the unpaid principal
amounts (or interest on the principal amounts) in the remaining states
and the District of Columbia. Plan participants located in those states
and the District of Columbia will not receive any recovery of the unpaid
principal or any interest, except as a result of any further payments
made by the Conservation Estate of ELIC.
<PAGE>
Page 9
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
RECLASSIFICATION
Certain amounts in the 1998 financial statements have been reclassified
to conform to the 1999 presentation.
3. INVESTMENTS
The Plan's investments at December 31, 1999 and 1998 were held in trusts
with Fidelity Management Trust Company, First Union National Bank, and
Oriental Bank & Trust (which was added as a trustee in July, 1999), each
of which was established for the investment of the Plan's assets.
During 1999 and 1998 the Plan's investments (including investments
purchased, sold, as well as held during the year) appreciated
(depreciated) in fair value as follows (in thousands):
1999 1998
-----------------------------------
Fidelity Mutual Funds $190,468 $155,843
Unisys Common Stock Funds (13,562) 264,588
Unisys Global Performance Equity Fund - 29,875
Unisys U.S. Equity Index Commingled
Pool Fund 6,378 6,380
Frozen Investment Contracts 1,806 32
-----------------------------------
$185,090 $456,718
===================================
Investments that represent 5% or more of fair value of the Plan's assets
are as follows:
1999 1998
-----------------------------------
*Unisys Stock Fund $453,710 $446,204
Unisys Interest Income Fund 404,086 414,074
Fidelity Magellan Fund 460,126 382,208
Fidelity Asset Manager Fund 273,764 264,888
Fidelity Asset Manager Growth Fund 311,052 304,085
*Nonparticipant-directed
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Page 10
3. INVESTMENTS (continued)
The net assets and significant components of the changes in net assets
relating to the non-participant-directed investments are as follows:
December 31
1999 1998
---------------------------------
(In thousands)
Net assets:
Unisys Stock Fund $453,710 $446,204
Unisys Common Stock Fund 42,508 -
Interest-Bearing Cash 1,317 -
Unisys Interest Income Fund 404,086 414,074
Unisys Global Performance Equity Fund - 51,221
Frozen Investment Contracts 2,234 3,088
---------------------------------
Total $903,855 $914,587
=================================
Year ended December 31
1999 1998
--------------------------------
(In thousands)
Changes in net assets:
Interest and dividends $ 25,542 $ 26,877
Net appreciation (depreciation) in fair
value of investments (11,783) 294,495
Contributions 19,794 20,036
Benefit payments (60,252) (51,607)
Administrative and other expenses (87) (69)
Net transfers 16,054 12,776
---------------------------------
Total $(10,732) $302,508
=================================
At December 31, 1999 the Plan held 1,330,985 and 14,081,197 shares of
Unisys Common Stock in the Unisys Common Stock Fund and Unisys Stock
Fund, respectively. At December 31, 1998 the Plan held 1,480,788 and
12,794,579 shares of Unisys Common Stock in the Unisys Global
Performance Equity Fund and Unisys Stock Fund, respectively.
<PAGE>
Page 11
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.
<PAGE>
Page 12
Supplemental Schedule
Unisys Savings Plan
EIN 38-0387840 Plan-004
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
<TABLE>
<CAPTION>
December 31, 1999
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par or Current
Lessor or Similar Party Maturity Value Cost Value
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Fidelity Mutual Funds:
Fidelity Fund 770,487 shares $ 24,534,706 $ 32,830,450
Puritan Fund 1,053,936 shares 18,695,463 20,056,407
Trend Fund 62,501 shares 3,642,833 4,482,567
Ginnie Mae Portfolio Fund 253,844 shares 2,709,537 2,629,821
Magellan Fund 3,367,676 shares 295,363,773 460,125,517
Contra Fund 1,987,611 shares 90,399,749 119,296,427
Equity Income Fund 337,933 shares 15,798,792 18,072,661
Growth Company Fund 537,259 shares 29,537,675 45,290,935
Investment Grade Bond Fund 909,396 shares 6,608,695 6,265,737
Growth & Income Portfolio Fund 1,551,546 shares 53,932,142 73,170,887
Intermediate Bond Fund 411,114 shares 4,174,525 4,012,476
Capital & Income Portfolio Fund 737,723 shares 7,261,388 6,853,451
Value Fund 477,366 shares 23,253,390 20,913,401
Mortgage Securities Portfolio Fund 176,171 shares 1,904,812 1,819,846
Government Securities Fund 846,129 shares 8,310,156 7,911,302
Retirement Growth Fund 493,763 shares 9,977,109 12,763,767
Over-The-Counter Portfolio Fund 410,228 shares 17,311,948 27,883,214
Overseas Fund 262,569 shares 8,640,544 12,605,946
Europe Fund 293,386 shares 8,547,656 10,993,161
Pacific Fund 415,978 shares 7,487,128 11,955,204
Real Estate Investment Portfolio Fund 229,076 shares 3,792,887 3,367,412
Balanced Fund 722,204 shares 10,686,612 11,093,053
International Growth & Income Fund 301,918 shares 6,149,296 9,087,736
Capital Appreciation Fund 351,194 shares 7,224,695 10,490,172
Conv. Securities Fund 300,909 shares 5,522,443 7,306,063
Canada Fund 32,383 shares 564,052 635,682
Utilities Fund 950,668 shares 18,557,891 24,498,705
Blue Chip Fund 1,849,969 shares 68,071,449 111,201,652
Asset Manager Fund 14,894,654 shares 241,501,203 273,763,749
Disciplined Equity Fund 258,546 shares 6,401,861 7,888,241
Low-Priced Fund 599,310 shares 13,648,798 13,568,389
Worldwide Fund 395,978 shares 5,993,357 7,879,967
Equity Income II Fund 2,026,256 shares 48,432,265 55,458,636
Stock Selector Fund 412,472 shares 10,202,216 13,199,109
Asset Manager Growth Fund 15,813,518 shares 254,098,123 311,051,898
Emerging Markets Fund 226,960 shares 2,401,925 2,728,064
Emerging Markets Growth Fund 1,201,334 shares 51,631,159 71,635,569
Diversified International Fund 596,041 shares 10,137,733 15,270,567
Asset Manager Income Fund 3,272,360 shares 37,387,872 39,857,341
Diversified Growth Fund 1,562,818 shares 39,418,003 45,306,100
New Markets Income Fund 204,975 shares 2,308,061 2,275,223
Export & Multinational Fund 101,193 shares 1,916,096 2,223,206
Global Balanced Fund 55,669 shares 826,440 1,124,515
International Value Fund 97,119 shares 1,456,552 1,972,482
Small Capital Stock Fund 543,149 shares 7,316,512 8,739,268
Mid-Capital Stock Fund 186,749 shares 3,376,018 4,084,191
Large-Capital Stock Fund 232,577 shares 4,171,072 5,016,690
Europe Capital Appreciation Stock Fund 160,972 shares 2,959,607 3,454,469
Latin America Fund 119,486 shares 1,657,600 1,901,020
Japan Fund 747,534 shares 13,478,169 20,392,714
Southeast Asia Fund 203,398 shares 2,477,522 3,341,829
Freedom Income Fund 50,972 shares 571,538 577,511
Freedom 2000 Fund 30,866 shares 384,360 400,953
Freedom 2010 Fund 66,190 shares 885,258 984,253
Freedom 2020 Fund 57,878 shares 771,906 948,036
Freedom 2030 Fund 64,163 shares 956,941 1,083,074
Target Timeline 2001 Fund 53,600 shares 504,353 500,089
Target Timeline 2003 Fund 48,404 shares 468,220 440,960
Spartan Total Market Index Fund 77,450 shares 2,650,356 2,953,160
Spartan Extended Market Index Fund 15,008 shares 435,985 509,659
Spartan International Market Index Fund 23,761 shares 764,406 895,065
Short-Term Bond Fund 250,882 shares 2,209,070 2,132,496
Global Bond Fund 206,706 shares 2,076,522 1,792,140
Fifty Fund 255,225 shares 5,149,691 5,821,683
U.S. Bond Index Portfolio Fund 1,278,231 shares 13,617,977 13,025,173
Institutional Short-Intermed. Gov't.
Portfolio 152,671 shares 1,423,859 1,384,721
----------------------------------
Total Fidelity Mutual Funds 1,554,729,952 2,023,195,862
*Unisys Common Stock Funds:
Unisys Common Stock Fund 460,196 units 12,808,494 42,508,338
Unisys Stock Fund 9,138,160 units 269,967,822 453,709,620
Interest-Bearing Cash 1,317,094 shares 1,317,094 1,317,094
----------------------------------
Total Unisys Common Stock Funds 284,093,410 497,535,052
*Unisys Interest Income Fund 404,086,389 shares 404,086,389 404,086,389
*Fidelity Money Market Funds:
Retirement Money Market Portfolio Fund 137,710,239 shares 137,710,239 137,710,239
Retirement Gov't. Money Market
Portfolio Fund 30,533,505 shares 30,533,505 30,533,505
Daily Income Trust Fund 3,146,818 shares 3,146,818 3,146,818
----------------------------------
Total Fidelity Money Market Funds 171,390,562 171,390,562
*Fidelity U.S. Equity Index Commingled
Pool Fund 874,083 units 21,615,326 36,763,928
*Participants' Loans - 21,674,932
Frozen Investment Contracts 2,233,524 2,233,524
----------------------------------
Total $2,438,149,163 $3,156,880,249
==================================
*Party-In-Interest
</TABLE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-38711 and Form S-8 No. 333-87411) pertaining to the Unisys
Savings Plan of Unisys Corporation of our report dated May 17, 2000, 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, 1999.
Ernst & Young LLP
Philadelphia, Pennsylvania
June 21, 2000
