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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 20, 2006
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UNISYS CORPORATION
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
_______________________________________________________________________________
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way,
Blue Bell, Pennsylvania 19424
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_______________________________________________________________________________
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On March 20, 2006, Unisys Corporation announced that it will use the proceeds
from the sale of its shares in Nihon Unisys, Ltd.(see Item 8.01 below) to begin
its previously announced workforce reductions of 10 percent, or roughly 3,600
employees worldwide. The initial stage of the workforce reductions will affect
roughly 3,000 employees and is expected to be completed by the end of September
2006. The company is in the process of estimating the amount of charges to be
incurred in respect of the initial stage of the workforce reductions. The
company has previously disclosed that it expects to take charges of
approximately $250-$300 million through 2006 in respect of headcount reductions.
ITEM 8.01. OTHER EVENTS
Sale of Shares in Nihon Unisys, Ltd.
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On March 20, 2006, Unisys Corporation announced that it had completed the sale
of 30.2 million, or 99 percent, of the shares it owned in Nihon Unisys, Ltd.
(NUL), a publicly traded Japanese company. On March 23, 2006, Unisys sold the
remainder of its NUL shares. Unisys received gross proceeds of approximately
$378 million from these sales and will recognize a pre-tax gain of approximately
$147 million in the first quarter of 2006. NUL will remain the exclusive
distributor of Unisys hardware and software in Japan.
At December 31, 2005, Unisys owned approximately 29% of the voting common stock
of NUL. The company accounted for this investment by the equity method, and, at
December 31, 2005, the amount recorded in the company's books for the
investment, after the reversal of a minimum pension liability adjustment, was
$243 million. During the years ended December 31, 2005, 2004 and 2003, the
company recorded equity income related to NUL of $9.1 million, $16.2 million and
$18.2 million, respectively. These amounts were recorded in "Other income
(expense), net" in the company's consolidated statements of income.
Changes to U.S. Pension Plans
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On March 22, 2006, the company announced that it has adopted changes to its U.S.
defined benefit pension plans effective December 31, 2006 and will significantly
increase matching contributions to its defined contribution savings plan
beginning January 1, 2007. The press release is filed as Exhibit 99 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) The following Exhibits are filed herewith:
99 Press release of Unisys Corporation dated March 22, 2006
SIGNATURE
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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 hereunto duly authorized.
UNISYS CORPORATION
Date: March 23, 2006 By: /s/ Joseph M. Munnelly
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Joseph M. Munnelly
Vice President and
Corporate Controller
EXHIBIT INDEX
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Exhibit
No.
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99 Press release of Unisys Corporation dated March 22, 2006
UNISYS CORPORATION News Release Investor Contact: Jim Kerr, 215-986-5795 Jim.Kerr@unisys.com Media Contacts: John Schneidawind, 215-986-2472 John.Schneidawind@unisys.com UNISYS ANNOUNCES CHANGES TO U.S. PENSION PLANS AS PART OF ONGOING COMMITMENT TO STAY COMPETITIVE AND REDUCE COSTS BLUE BELL, Pa., March 22, 2006 - Unisys Corporation (NYSE: UIS) today announced that it has adopted changes to its U.S. defined benefit pension plans effective December 31, 2006, and will significantly increase matching contributions to its defined contribution savings plan beginning January 1, 2007. The changes to the U.S. plans are part of a global effort by Unisys to provide a competitive retirement program while controlling the level and volatility of retirement costs. They would reduce retirement-related expenses by approximately $700 million over the next decade, based on current interest rates and actuarial assumptions. The changes to the U.S. pension plans affect most U.S. employees and senior management. They include: * Ending the accrual of future benefits in the company's defined benefit pension plans for employees while not affecting retirement benefits that employees will have earned as of December 31, 2006, provided they are vested at the time their employment ends. There will be no new entrants to the plans after December 31, 2006. * Redesigning the Unisys Savings Plan to increase the company-funded stock-based matching contribution to 100 percent of the first 6 percent of eligible pay contributed by participants, up from the current 50 percent of the first 4 percent of eligible pay contributed by participants. * The changes do not affect the vested accrued pension benefits of former employees, including Unisys retirees. As a result of stopping the accruals for future benefits in its U.S. defined benefit pension plans, Unisys will record a one-time pre-tax curtailment gain of approximately $45 million in the first quarter of 2006. Based on the changes to the U.S. plans and including the $45 million curtailment gain, the company expects its 2006 pension expense worldwide to be approximately $168 million, down from $181 million in 2005. "Contributing to our employees' retirements while keeping Unisys competitive in the marketplace is an issue we have been giving thoughtful consideration to for some time," said Joseph W. McGrath, Unisys president and chief executive officer. "We think these changes have struck the appropriate balance between controlling our pension costs and continuing to help our employees prepare for retirement." Additional information on the company's retirement-related expenses can be found on the Unisys Investor Web Site at www.unisys.com/investor. About Unisys Unisys is a worldwide technology services and solutions company. Our consultants apply Unisys expertise in consulting, systems integration, outsourcing, infrastructure, and server technology to help our clients achieve secure business operations. We build more secure organizations by creating visibility into clients' business operations. Leveraging Unisys 3D Visible Enterprise, we make visible the impact of their decisions - ahead of investments, opportunities and risks. For more information, visit www.unisys.com. Forward-Looking Statements Any statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements rely on assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Statements in this release regarding the expected reduction in retirement-related expenses over the next decade and expected pension expense in 2006 are based on actuarial assumptions and on assumptions regarding interest rates and currency exchange rates, all of which are subject to change. Accordingly, the expected reduction and expense amounts are not guaranteed. A discussion of factors that could affect Unisys future results is contained in periodic filings with the Securities and Exchange Commission. #### RELEASE NO.: 0322/8636 http://www.unisys.com/about__unisys/news_a_events/03228636.htm Unisys is a registered trademark of Unisys Corporation. All other brands and products referenced herein are acknowledged to be trademarks or registered trademarks of their respective holders.