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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) September 30, 2004
_______________________________________________________________________________
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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 6, 2004, Unisys Corporation issued a news release regarding a tax
refund and a third quarter 2004 charge for actions to reduce administrative
expenses. The release is furnished as Exhibit 99 to this Current Report.
The information in this Item 2.02 and in Exhibit 99 shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. The
information contained in this Item 2.02 and in Exhibit 99 shall not be
incorporated into any registration statement or other document filed with the
Securities and Exchange Commission by the company, whether made before or after
the date hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
As part of its ongoing efforts to reduce its cost base and enhance its
administrative efficiency, on September 30, 2004, the company consolidated
facility space and committed to a reduction in global headcount of about 1400
employees, primarily in general and administrative areas. These actions, which
are expected to be substantially completed by the end of the second quarter of
2005, will result in a one-time after-tax charge to earnings of approximately
$63 million (approximately $5 million for facility consolidations and
approximately $58 million for headcount reductions) in the third quarter of
2004. The company anticipates cash requirements for these actions of
approximately $85 million, mostly in 2005.
ITEM 8.01. OTHER EVENTS.
The U.S. Congressional Joint Committee on Taxation has approved an income tax
refund to the company related to the settlement of tax audit issues dating from
the mid-1980s. The refund, including interest, is approximately $40 million.
After payment of related state taxes, the company expects a net cash refund of
approximately $30 million by the end of 2004 or in early 2005. As a result of
the resolution of these audit issues, the company will be recording favorable
adjustments to its existing tax liability reserves, which will result in an
after-tax benefit of approximately $70 million to net income in the third
quarter of 2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is being furnished herewith:
99 News Release, dated October 6, 2004, of Unisys Corporation
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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: October 6, 2004 By: /s/Janet B. Haugen
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Janet B. Haugen
Senior Vice President and
Chief Financial Officer
News Release
UNISYS
Media Contacts:
Elizabeth Douglass, 215-986-6583 elizabeth.douglass@unisys.com
Investor Contact:
Jim Kerr, 215-986-5795 jim.kerr@unisys.com
UNISYS TO RECEIVE TAX REFUND; COMPANY ALSO WILL TAKE THIRD-QUARTER CHARGE
FOR ACTIONS TO REDUCE ADMINISTRATIVE EXPENSES
Company Remains Comfortable With Previous Earnings Guidance
Excluding These Items
BLUE BELL, Pa., October 6, 2004 - Unisys Corporation (NYSE: UIS) made the
following announcements today with regard to its third-quarter 2004 earnings:
* The U.S. Congressional Joint Committee on Taxation has approved an income
tax refund to Unisys related to the settlement of tax audit issues dating from
the mid-1980s. The refund, including interest, is approximately $40 million.
After payment of related state taxes, Unisys expects a net cash refund of
approximately $30 million by the end of 2004 or in early 2005. As a result of
the resolution of these audit issues, the company will be recording favorable
adjustments to its existing tax liability reserves, which will result in an
after-tax benefit of approximately $70 million, or 21 cents per diluted share,
to net income in the third quarter of 2004.
* As part of its ongoing efforts to reduce its cost base and enhance its
administrative efficiency, on September 30, 2004 Unisys consolidated facility
space and committed to a reduction in global headcount of about 1,400
employees, primarily in general and administrative areas. These actions will
result in a one-time after-tax charge to earnings of approximately $63 million,
or about 19 cents per share, in the third quarter of 2004. The company
anticipates these actions will yield approximately $70 million of annualized
cost savings on a run-rate basis by the end of 2005. Unisys anticipates cash
requirements for these actions of about $85 million, mostly in year 2005,
before the effect of cash savings from these actions and the tax refund.
* The net impact of the tax benefit and cost reduction charge on third-quarter
2004 earnings is expected to be a benefit of $7 million, or 2 cents per share.
* Unisys said it is on track to achieve its previous guidance (issued in its
second-quarter 2004 earnings release on July 15, 2004) for third-quarter 2004
earnings per share, excluding the items discussed above, based on preliminary
results for the quarter. The company will release its final third-quarter 2004
earnings on Thursday, October 14 before the opening of trading on the New York
Stock Exchange.
About Unisys
Unisys is a worldwide information technology services and solutions company.
Our people combine expertise in consulting, systems integration, outsourcing,
infrastructure and server technology with precision thinking and relentless
execution to help clients, in more than 100 countries, quickly and efficiently
achieve competitive advantage. 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. Forward-looking statements include, but are not limited
to, any projections of earnings, revenues or other financial items; any
statements of the company's plans, strategies or objectives for future
operations; statements regarding future economic conditions or performance; and
any statements of belief or expectation. 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. In particular,
statements in this release concerning the anticipated cost savings associated
with headcount reductions are subject to the risk that the company may not
implement the reductions as quickly or as fully as currently planned. In
addition, statements regarding the company's anticipated earnings for the third
quarter of 2004 are preliminary and are subject to the completion of customary
quarterly closing and review procedures. Risks and uncertainties that could
affect the company's future results include general economic and business
conditions, the effects of aggressive competition in the information services
and technology markets on the company's revenues, pricing and margins and on
the competitiveness of its product and services offerings, the level of demand
for the company's products and services and the company's ability to
anticipate and respond to changes in technology and customer preferences, the
company's ability to grow outsourcing and infrastructure services, the
company's ability to drive profitable growth in systems integration and
consulting, the degree of market acceptance of the company's high-end
enterprise servers, the company's ability to maintain tight cost controls, the
risks of doing business internationally and the potential for infringement
claims to be asserted against the company or its clients. Additional
discussion of these and other factors that could affect Unisys future results
is contained in its periodic filings with the Securities and Exchange
Commission. Unisys assumes no obligation to update any forward-looking
statements.
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Unisys is a registered trademark of Unisys Corporation.