Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 10-Q
 
 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
¨
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 of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania
 
19422
(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  ý    NO  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ý    NO  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
 
 
 
 
 
Large Accelerated Filer
 
ý
  
Accelerated Filer
 
¨
 
 
 
 
Non-Accelerated Filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller Reporting Company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  ý
Number of shares of Common Stock outstanding as of June 30, 2016: 50,081,829.






Part I - FINANCIAL INFORMATION
Item 1.    Financial Statements.
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Millions)
 
June 30, 2016
 
December 31, 2015
 
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
$
463.6

 
$
365.2

  
Accounts and notes receivable, net
561.1

 
581.6

  
Inventories:
 
 
 
 
Parts and finished equipment
18.2

 
20.9

  
Work in process and materials
20.9

 
22.9

  
Prepaid expenses and other current assets
130.4

 
120.9

Total
1,194.2

 
1,111.5

Properties
888.9

 
876.6

  
Less-Accumulated depreciation and amortization
743.5

 
722.8

  
Properties, net
145.4

 
153.8

  
Outsourcing assets, net
185.4

 
182.0

  
Marketable software, net
136.3

 
138.5

  
Prepaid postretirement assets
68.4

 
45.1

  
Deferred income taxes
130.5

 
127.4

Goodwill
179.7

 
177.4

  
Other long-term assets
201.7

 
194.3

Total
$
2,241.6

 
$
2,130.0

Liabilities and deficit
 
 
 
 
Current liabilities
 
 
 
 
Notes payable
$

 
$
65.8

  
Current maturities of long-term-debt
11.1

 
11.0

  
Accounts payable
187.2

 
219.3

  
Deferred revenue
333.2

 
335.1

  
Other accrued liabilities
352.4

 
329.9

Total
883.9

 
961.1

Long-term debt
408.8

 
233.7

Long-term postretirement liabilities
1,999.3

 
2,111.3

  
Long-term deferred revenue
139.8

 
123.3

  
Other long-term liabilities
83.4

 
79.2

Commitments and contingencies

 

 
Deficit
 
 
 
 
Common stock, shares issued:
 
 
 
 
2016; 52.8, 2015; 52.6
0.5

 
0.5

  
Accumulated deficit
(1,864.0
)
 
(1,845.7
)
 
Treasury stock, shares at cost:
 
 
 
 
2016; 2.7, 2015; 2.7
(100.4
)
 
(100.1
)
 
Paid-in capital
4,510.9

 
4,500.9

  
Accumulated other comprehensive loss
(3,836.0
)
 
(3,945.3
)
 
Total Unisys stockholders’ deficit
(1,289.0
)
 
(1,389.7
)
 
Noncontrolling interests
15.4

 
11.1

  
Total deficit
(1,273.6
)
 
(1,378.6
)
 
Total
$
2,241.6

 
$
2,130.0

 
*
Certain amounts have been reclassified to conform to the current-year presentation. See note (k).
See notes to consolidated financial statements.

2




UNISYS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Millions, except per share data)
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
Revenue
 
 
 
 
 
 
 
 
Services
 
$
613.8

 
$
661.5

 
$
1,208.9

 
$
1,300.5

Technology
 
135.1

 
103.3

 
206.8

 
185.5

 
 
748.9

 
764.8

 
1,415.7

 
1,486.0

Costs and expenses
 
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Services
 
529.1

 
585.7

 
1,062.8

 
1,150.0

Technology
 
41.5

 
54.8

 
76.1

 
94.7

 
 
570.6

 
640.5

 
1,138.9

 
1,244.7

Selling, general and administrative
 
115.7

 
145.4

 
225.8

 
274.2

Research and development
 
13.1

 
28.4

 
29.1

 
46.6

 
 
699.4

 
814.3

 
1,393.8

 
1,565.5

Operating income (loss)
 
49.5

 
(49.5
)
 
21.9

 
(79.5
)
Interest expense
 
7.8

 
2.7

 
12.2

 
5.3

Other income (expense), net
 
2.6

 
1.4

 
1.4

 
6.3

Income (loss) before income taxes
 
44.3

 
(50.8
)
 
11.1

 
(78.5
)
Provision for income taxes
 
18.8

 
5.1

 
24.3

 
18.4

Consolidated net income (loss)
 
25.5

 
(55.9
)
 
(13.2
)
 
(96.9
)
Net income attributable to noncontrolling interests
 
3.9

 
2.3

 
5.1

 
4.5

Net income (loss) attributable to Unisys Corporation
 
$
21.6

 
$
(58.2
)
 
$
(18.3
)
 
$
(101.4
)
Income (loss) per share attributable to Unisys Corporation
 
 
 
 
 
 
 
 
Basic
 
$
0.43

 
$
(1.17
)
 
$
(0.37
)
 
$
(2.03
)
Diluted
 
$
0.36

 
$
(1.17
)
 
$
(0.37
)
 
$
(2.03
)
See notes to consolidated financial statements.

3




UNISYS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Millions)
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
Consolidated net income (loss)
 
$
25.5

 
$
(55.9
)
 
$
(13.2
)
 
$
(96.9
)
Other comprehensive income
 
 
 
 
 
 
 
 
Foreign currency translation
 
(48.9
)
 
30.2

 
(38.4
)
 
(14.5
)
Postretirement adjustments, net of tax of $11.9 and $14.6 in 2016 and $(8.1) and $5.9 in 2015
 
101.4

 
(11.0
)
 
146.9

 
98.8

Total other comprehensive income
 
52.5

 
19.2

 
108.5

 
84.3

Comprehensive income
 
78.0

 
(36.7
)
 
95.3

 
(12.6
)
Less comprehensive income attributable to noncontrolling interests
 
(3.1
)
 
(4.7
)
 
(4.3
)
 
(8.0
)
Comprehensive income attributable to Unisys Corporation
 
$
74.9

 
$
(41.4
)
 
$
91.0

 
$
(20.6
)
See notes to consolidated financial statements.

4




UNISYS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Millions)
 
 
 
Six Months Ended June 30,
 
 
2016
 
2015
Cash flows from operating activities
 
 
 
 
Consolidated net loss
 
$
(13.2
)
 
$
(96.9
)
Add (deduct) items to reconcile consolidated net loss to net cash provided by (used for) operating activities:
 
 
 
 
Foreign currency transaction losses
 
0.4

 
0.6

Non-cash interest expense
 
2.8

 

Employee stock compensation
 
5.3

 
6.2

Depreciation and amortization of properties
 
19.3

 
22.7

Depreciation and amortization of outsourcing assets
 
25.7

 
26.1

Amortization of marketable software
 
32.4

 
32.9

Other non-cash operating activities
 
1.0

 
2.9

Loss on disposal of capital assets
 
1.6

 
5.0

Pension contributions
 
(64.1
)
 
(75.7
)
Pension expense
 
41.8

 
54.3

Increase in deferred income taxes, net
 
(9.7
)
 
(7.2
)
Decrease in receivables, net
 
24.9

 
62.3

Decrease (increase) in inventories
 
5.8

 
(10.1
)
Decrease in accounts payable and other accrued liabilities
 
(36.0
)
 
(84.1
)
Increase (decrease) in other liabilities
 
12.3

 
(14.3
)
Decrease in other assets
 
8.5

 
10.9

Net cash provided by (used for) operating activities
 
58.8

 
(64.4
)
Cash flows from investing activities
 
 
 
 
Proceeds from investments
 
2,236.8

 
2,203.1

Purchases of investments
 
(2,238.0
)
 
(2,174.4
)
Investment in marketable software
 
(30.2
)
 
(33.4
)
Capital additions of properties
 
(11.0
)
 
(24.7
)
Capital additions of outsourcing assets
 
(28.8
)
 
(52.7
)
Other
 
(0.7
)
 
(1.7
)
Net cash used for investing activities
 
(71.9
)
 
(83.8
)
Cash flows from financing activities
 
 
 
 
Proceeds from issuance of long-term debt
 
213.5

 
31.8

Payments for capped call transactions
 
(27.3
)
 

Issuance costs relating to long-term debt
 
(7.3
)
 

Payments of long-term debt
 
(1.3
)
 
(0.6
)
Proceeds from exercise of stock options
 

 
3.7

Payments of short-term borrowings
 
(65.8
)
 

Net cash provided by financing activities
 
111.8

 
34.9

Effect of exchange rate changes on cash and cash equivalents
 
(0.3
)
 
(16.2
)
Increase (decrease) in cash and cash equivalents
 
98.4

 
(129.5
)
Cash and cash equivalents, beginning of period
 
365.2

 
494.3

Cash and cash equivalents, end of period
 
$
463.6

 
$
364.8

See notes to consolidated financial statements.

5


Unisys Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in millions, except share and per share amounts)
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, comprehensive income and cash flows for the interim periods specified. These adjustments consist only of normal recurring accruals except as disclosed herein. Because of seasonal and other factors, results for interim periods are not necessarily indicative of the results to be expected for the full year.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and the reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, outsourcing assets, marketable software, goodwill and other long-lived assets, legal contingencies, indemnifications, and assumptions used in the calculation for systems integration projects, income taxes and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
The company’s accounting policies are set forth in detail in note 1 of the notes to the consolidated financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission. Such Annual Report also contains a discussion of the company’s critical accounting policies. The company believes that these critical accounting policies affect its more significant estimates and judgments used in the preparation of the company’s consolidated financial statements. There have been no changes in the company’s critical accounting policies from those disclosed in the company’s Annual Report on Form 10-K for the year ended December 31, 2015.
a. Earnings Per Share.
The following table shows how the Net income (loss) per share attributable to Unisys Corporation was computed for the three and six months ended June 30, 2016 and 2015 (shares in thousands):
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Basic Earnings (Loss) Per Share
 
 
 
 
 
 
 
 
Net income (loss) attributable to Unisys Corporation
 
$
21.6

 
$
(58.2
)
 
$
(18.3
)
 
$
(101.4
)
Weighted average shares
 
50,069

 
49,927

 
50,036

 
49,874

Total
 
$
0.43

 
$
(1.17
)
 
$
(0.37
)
 
$
(2.03
)
Diluted Earnings (Loss) Per Share
 
 
 
 
 
 
 
 
Net income (loss) attributable to Unisys Corporation
 
$
21.6

 
$
(58.2
)
 
$
(18.3
)
 
$
(101.4
)
Add interest expense on convertible notes, net of tax of zero
 
4.5

 

 

 

Net income (loss) attributable to Unisys Corporation for diluted earnings per share
 
$
26.1

 
$
(58.2
)
 
$
(18.3
)
 
$
(101.4
)
Weighted average shares
 
50,069

 
49,927

 
50,036

 
49,874

Plus incremental shares from assumed conversions:
 
 
 
 
 
 
 
 
Employee stock plans
 
167

 

 

 

Convertible notes
 
21,550

 

 

 

Adjusted weighted average shares
 
71,786

 
49,927

 
50,036

 
49,874

Total
 
$
0.36

 
$
(1.17
)
 
$
(0.37
)
 
$
(2.03
)

6




In the six months ended June 30, 2016 and 2015, the following weighted-average number of stock options and restricted stock units were antidilutive and therefore excluded from the computation of diluted earnings per share (in thousands): 3,684 and 3,358, respectively. In the six months ended June 30, 2016, the following weighted-average number of common shares issuable upon conversion of the 5.50% Convertible Senior Notes due 2021 were antidilutive and therefore excluded from the computation of diluted earnings per share (in thousands): 12,593.

b. Cost Reduction Actions.

In April 2015, in connection with organizational initiatives to create a more competitive cost structure and rebalance the company’s global skill set, the company initiated a plan to incur pretax restructuring charges currently estimated at approximately $300 million through 2017.
During the twelve months ended December 31, 2015, the company recognized charges of $118.5 million in connection with this plan, principally related to a reduction in employees. The charges related to work-force reductions were $78.8 million and were comprised of: (a) a charge of $27.9 million for 700 employees in the U.S. and (b) a charge of $50.9 million for 782 employees outside the U.S. In addition, the company recorded charges of $39.7 million, related to asset impairments ($20.2 million) and other expenses related to the cost reduction effort ($19.5 million). The charges were recorded in the following statement of income classifications: cost of revenue – services, $52.3 million; cost of revenue – technology, $0.3 million; selling, general and administrative expenses, $53.5 million; and research and development expenses, $12.4 million.
During the three months ended June 30, 2016, the company recognized charges of $10.2 million in connection with this plan, principally related to a reduction in employees. The charges related to work-force reductions were $6.5 million, principally related to severance costs, and were comprised of: (a) a charge of $1.2 million for 69 employees in the U.S. and (b) a charge of $5.3 million for 262 employees outside the U.S. In addition, the company recorded charges of $3.7 million, for other expenses related to the cost reduction effort. The net charges were recorded in the following statement of income classifications: cost of revenue – services, $5.1 million; selling, general and administrative expenses, $5.5 million; and research and development expenses, $(0.4) million.
During the six months ended June 30, 2016, the company recognized charges of $37.1 million in connection with this plan, principally related to a reduction in employees. The charges related to work-force reductions were $28.6 million, principally related to severance costs, and were comprised of: (a) a charge of $5.4 million for 244 employees in the U.S. and (b) a charge of $23.2 million for 599 employees outside the U.S. In addition, the company recorded charges of $8.5 million, for other expenses related to the cost reduction effort. The charges were recorded in the following statement of income classifications: cost of revenue – services, $16.6 million; selling, general and administrative expenses, $18.8 million; and research and development expenses, $1.7 million.
During the three and six months ended June 30, 2015, the company recognized charges of $52.6 million in connection with this plan, principally related to a reduction in employees. The charges related to work-force reductions were $42.5 million, principally related to severance costs, and were comprised of: (a) a charge of $25.4 million for 530 employees in the U.S. and (b) a charge of $17.1 million for 413 employees outside the U.S. In addition, the company recorded charges of $10.1 million related to asset impairments of $3.5 million and other expenses of $6.6 million related to the cost reduction effort. The charges were recorded in the following statement of income classifications: cost of revenue – services, $13.3 million; cost of revenue - technology, $0.1 million; selling, general and administrative expenses, $27.5 million; and research and development expenses, $11.7 million.

7




A breakdown of the individual components of the work-force reduction costs follows:
 
 
 
Total
 
U.S.
 
Int’l.
Charges for work-force reductions
 
$
78.8

 
$
27.9

 
$
50.9

Utilized
 
(45.3
)
 
(23.7
)
 
(21.6
)
Translation adjustments
 
(0.5
)
 

 
(0.5
)
Balance at December 31, 2015
 
33.0

 
4.2

 
28.8

Additional provisions
 
32.2

 
6.0

 
26.2

Utilized
 
(30.2
)
 
(5.7
)
 
(24.5
)
Changes in estimates and revisions
 
(3.6
)
 
(0.6
)
 
(3.0
)
Translation adjustments
 
1.1

 

 
1.1

Balance at June 30, 2016
 
$
32.5

 
$
3.9

 
$
28.6

Expected future utilization:
 
 
 
 
 
 
2016 remaining six months
 
$
29.7

 
$
3.9

 
$
25.8

Beyond 2016
 
$
2.8

 
$

 
$
2.8

c. Pension and Postretirement Benefits.
Net periodic pension expense for the three and six months ended June 30, 2016 and 2015 is presented below:
 
 
 
Three Months Ended
June 30, 2016
 
Three Months Ended
June 30, 2015
 
 
Total
 
U.S.
Plans
 
Int’l.
Plans
 
Total
 
U.S.
Plans
 
Int’l.
Plans
Service cost
 
$
2.1

 
$

 
$
2.1

 
$
2.1

 
$

 
$
2.1

Interest cost
 
81.4

 
58.1

 
23.3

 
79.0

 
55.9

 
23.1

Expected return on plan assets
 
(100.0
)
 
(63.2
)
 
(36.8
)
 
(102.2
)
 
(63.7
)
 
(38.5
)
Amortization of prior service (benefit) cost
 
(1.4
)
 
(0.7
)
 
(0.7
)
 
(1.1
)
 
(0.6
)
 
(0.5
)
Recognized net actuarial loss
 
39.4

 
29.3

 
10.1

 
48.6

 
32.7

 
15.9

Net periodic pension expense
 
$
21.5

 
$
23.5

 
$
(2.0
)
 
$
26.4

 
$
24.3

 
$
2.1

 
 
Six Months Ended
June 30, 2016
 
Six Months Ended
June 30, 2015
 
 
Total
 
U.S.
Plans
 
Int’l.
Plans
 
Total
 
U.S.
Plans
 
Int’l.
Plans
Service cost
 
$
3.9

 
$

 
$
3.9

 
$
4.3

 
$

 
$
4.3

Interest cost
 
161.9

 
115.7

 
46.2

 
158.9

 
112.0

 
46.9

Expected return on plan assets
 
(199.4
)
 
(126.6
)
 
(72.8
)
 
(204.9
)
 
(127.4
)
 
(77.5
)
Amortization of prior service (benefit) cost
 
(2.8
)
 
(1.3
)
 
(1.5
)
 
(2.2
)
 
(1.2
)
 
(1.0
)
Recognized net actuarial loss
 
78.2

 
58.0

 
20.2

 
98.2

 
66.4

 
31.8

Net periodic pension expense
 
$
41.8

 
$
45.8

 
$
(4.0
)
 
$
54.3

 
$
49.8

 
$
4.5

In 2016, the company expects that it will make cash contributions of approximately $136.1 million to its worldwide defined benefit pension plans, which are comprised of $53.8 million for the company's U.S. qualified defined benefit pension plan and $82.3 million primarily for the company's non-U.S. defined benefit pension plans. In 2015, the company made cash contributions of $148.3 million to its worldwide defined benefit pension plans. For the six months ended June 30, 2016 and 2015, $64.1 million and $75.7 million, respectively, of cash contributions have been made.

8


Net periodic postretirement benefit expense for the three and six months ended June 30, 2016 and 2015 is presented below:
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
0.1

 
$
0.2

 
$
0.2

 
$
0.3

Interest cost
 
1.6

 
1.7

 
3.2

 
3.4

Expected return on assets
 
(0.1
)
 
(0.1
)
 
(0.2
)
 
(0.2
)
Recognized net actuarial loss
 
0.3

 
0.7

 
0.6

 
1.4

Amortization of prior service cost
 

 
0.3

 

 
0.6

Net periodic postretirement benefit expense
 
$
1.9

 
$
2.8

 
$
3.8

 
$
5.5

The company expects to make cash contributions of approximately $15.0 million to its postretirement benefit plan in 2016 compared with $15.9 million in 2015. For the six months ended June 30, 2016 and 2015, $5.4 million and $6.9 million, respectively, of cash contributions have been made.
d. Fair Value Measurements.
Due to its foreign operations, the company is exposed to the effects of foreign currency exchange rate fluctuations on the U.S. dollar, principally related to intercompany account balances. The company uses derivative financial instruments to reduce its exposure to market risks from changes in foreign currency exchange rates on such balances. The company enters into foreign exchange forward contracts, generally having maturities of three months or less, which have not been designated as hedging instruments. At June 30, 2016 and 2015, the notional amount of these contracts was $473.8 million and $408.4 million, respectively. At June 30, 2016 and 2015, the fair value of such contracts was a net loss of $17.3 million and a net gain of $0.6 million, respectively, of which $1.9 million and $1.3 million, respectively, has been recognized in “Prepaid expenses and other current assets” and $19.2 million and $0.7 million, respectively, has been recognized in “Other accrued liabilities” in the company’s consolidated balance sheet. For the six months ended June 30, 2016 and 2015, changes in the fair value of these instruments was a loss of $14.1 million and a gain of $22.8 million, respectively, which has been recognized in earnings in “Other income (expense), net” in the company’s consolidated statement of income. The fair value of these forward contracts is based on quoted prices for similar but not identical financial instruments; as such, the inputs are considered Level 2 inputs.
Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and other accrued liabilities. The carrying amounts of these financial assets and liabilities approximate fair value due to their short maturities. At June 30, 2016 and December 31, 2015, the carrying amount of long-term debt was less than fair value, which is based on market prices (Level 2 inputs), of such debt by approximately $4 million and $3 million, respectively.
e. Stock Options.
Under stockholder approved stock-based plans, stock options, stock appreciation rights, restricted stock and restricted stock units may be granted to officers, directors and other key employees. At June 30, 2016, 3.6 million shares of unissued common stock of the company were available for granting under these plans.
The fair value of stock option awards was estimated using the Black-Scholes option pricing model with the following assumptions and weighted-average fair values:
 
 
 
Six Months Ended
June 30,
 
 
2016
 
2015
Weighted-average fair value of grant
 
$
4.53

 
$
9.07

Risk-free interest rate
 
1.29
%
 
1.28
%
Expected volatility
 
51.30
%
 
45.46
%
Expected life of options in years
 
4.90

 
4.92

Expected dividend yield
 

 


9




Restricted stock unit awards may contain time-based units, performance-based units or a combination of both. Each performance-based unit will vest into zero to 2.0 shares depending on the degree to which the performance goals are met. Compensation expense resulting from these awards is recognized as expense ratably for each installment from the date of grant until the date the restrictions lapse and is based on the fair market value at the date of grant and the probability of achievement of the specific performance-related goals.
The company records all share-based expense in selling, general and administrative expense.
During the six months ended June 30, 2016 and 2015, the company recorded $5.3 million and $6.2 million of share-based compensation expense, respectively, which is comprised of $4.3 million and $2.9 million of restricted stock unit expense and $1.0 million and $3.3 million of stock option expense, respectively.
A summary of stock option activity for the six months ended June 30, 2016 follows (shares in thousands):
 
Options
 
Shares
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic
Value
Outstanding at December 31, 2015
 
2,723

 
$
27.88

 
 
 
 
Granted
 
11

 
10.85

 
 
 
 
Exercised
 

 

 
 
 
 
Forfeited and expired
 
(570
)
 
37.00

 
 
 
 
Outstanding at June 30, 2016
 
2,164

 
25.40

 
2.77
 
$

Expected to vest at June 30, 2016
 
631

 
25.89

 
4.22
 

Exercisable at June 30, 2016
 
1,508

 
25.23

 
2.13
 

The aggregate intrinsic value represents the total pretax value of the difference between the company’s closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money stock options that would have been received by the option holders had all option holders exercised their options on June 30, 2016. The intrinsic value of the company’s stock options changes based on the closing price of the company’s stock. The total intrinsic value of options exercised for the six months ended June 30, 2016 and 2015 was zero and $0.6 million, respectively. As of June 30, 2016, $2.5 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.5 years.
A summary of restricted stock unit activity for the six months ended June 30, 2016 follows (shares in thousands):
 
 
 
Restricted
Stock
Units
 
Weighted-
Average
Grant-Date
Fair Value
Outstanding at December 31, 2015
 
469

 
$
23.57

Granted
 
1,275

 
9.85

Vested
 
(182
)
 
18.90

Forfeited and expired
 
(42
)
 
19.94

Outstanding at June 30, 2016
 
1,520

 
$
12.76

The fair value of restricted stock units is determined based on the trading price of the company’s common shares on the date of grant. The aggregate weighted-average grant-date fair value of restricted stock units granted during the six months ended June 30, 2016 and 2015 was $12.5 million and $10.0 million, respectively. As of June 30, 2016, there was $12.4 million of total unrecognized compensation cost related to outstanding restricted stock units granted under the company’s plans. That cost is expected to be recognized over a weighted-average period of 2.4 years. The aggregate weighted-average grant-date fair value of restricted stock units vested during the six months ended June 30, 2016 and 2015 was $3.4 million and $1.9 million, respectively.


10




Common stock issued upon exercise of stock options or upon lapse of restrictions on restricted stock units are newly issued shares. Cash received from the exercise of stock options for the six months ended June 30, 2016 and 2015 was zero and $3.7 million, respectively. In light of its tax position, the company is currently not recognizing any tax benefits from the exercise of stock options or upon issuance of stock upon lapse of restrictions on restricted stock units. Tax benefits resulting from tax deductions in excess of the compensation costs recognized are classified as financing cash flows.
f. Segment Information.
The company has two business segments: Services and Technology. Revenue classifications within the Services segment are as follows:
 
Cloud & infrastructure services. This represents revenue from work the company performs in the data center and cloud area, technology consulting and technology-based systems integration projects, as well as global service desks and global field services.
Application services. This represents revenue from application managed services and application development, maintenance and support work.
Business processing outsourcing services. This represents revenue from the management of clients’ specific business processes.
The accounting policies of each business segment are the same as those followed by the company as a whole. Intersegment sales and transfers are priced as if the sales or transfers were to third parties. Accordingly, the Technology segment recognizes intersegment revenue and manufacturing profit on hardware and software shipments to customers under Services contracts. The Services segment, in turn, recognizes customer revenue and marketing profits on such shipments of company hardware and software to customers. The Services segment also includes the sale of hardware and software products sourced from third parties that are sold to customers through the company’s Services channels. In the company’s consolidated statements of income, the manufacturing costs of products sourced from the Technology segment and sold to Services customers are reported in cost of revenue for Services.
Also included in the Technology segment’s sales and operating profit are sales of hardware and software sold to the Services segment for internal use in Services engagements. The amount of such profit included in operating income of the Technology segment for the three months ended June 30, 2016 and 2015 was $0.4 million and $6.0 million, respectively. The amount for the six months ended June 30, 2016 and 2015 was $0.5 million and $7.5 million, respectively. The profit on these transactions is eliminated in Corporate.
The company evaluates business segment performance based on operating income exclusive of pension income or expense, restructuring charges and unusual and nonrecurring items, which are included in Corporate. All other corporate and centrally incurred costs are allocated to the business segments based principally on revenue, employees, square footage or usage.
A summary of the company’s operations by business segment for the three and six month periods ended June 30, 2016 and 2015 is presented below:
 
 
 
Total
 
Corporate
 
Services
 
Technology
Three Months Ended June 30, 2016
 
 
 
 
 
 
 
 
Customer revenue
 
$
748.9

 
 
 
$
613.8

 
$
135.1

Intersegment
 
 
 
$
(5.9
)
 

 
5.9

Total revenue
 
$
748.9

 
$
(5.9
)
 
$
613.8

 
$
141.0

Operating income (loss)
 
$
49.5

 
$
(30.8
)
 
$
12.7

 
$
67.6

Three Months Ended June 30, 2015
 
 
 
 
 
 
 
 
Customer revenue
 
$
764.8

 
 
 
$
661.5

 
$
103.3

Intersegment
 
 
 
$
(22.0
)
 
0.1

 
21.9

Total revenue
 
$
764.8

 
$
(22.0
)
 
$
661.6

 
$
125.2

Operating income (loss)
 
$
(49.5
)
 
$
(83.3
)
 
$
14.3

 
$
19.5



11




 
 
Total
 
Corporate
 
Services
 
Technology
Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
Customer revenue
 
$
1,415.7

 
 
 
$
1,208.9

 
$
206.8

Intersegment
 
 
 
$
(11.5
)
 

 
11.5

Total revenue
 
$
1,415.7

 
$
(11.5
)
 
$
1,208.9

 
$
218.3

Operating income (loss)
 
$
21.9

 
$
(76.5
)
 
$
16.7

 
$
81.7

Six Months Ended June 30, 2015
 
 
 
 
 
 
 
 
Customer revenue
 
$
1,486.0

 
 
 
$
1,300.5

 
$
185.5

Intersegment
 
 
 
$
(28.7
)
 
0.1

 
28.6

Total revenue
 
$
1,486.0

 
$
(28.7
)
 
$
1,300.6

 
$
214.1

Operating income (loss)
 
$
(79.5
)
 
$
(109.4
)
 
$
5.8

 
$
24.1



Presented below is a reconciliation of total business segment operating income to consolidated income (loss) before income taxes:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Total segment operating income
 
$
80.3

 
$
33.8

 
$
98.4

 
$
29.9

Interest expense
 
(7.8
)
 
(2.7
)
 
(12.2
)
 
(5.3
)
Other income (expense), net
 
2.6

 
1.4

 
1.4

 
6.3

Cost reduction charges
 
(10.2
)
 
(52.6
)
 
(37.1
)
 
(52.6
)
Corporate and eliminations
 
(20.6
)
 
(30.7
)
 
(39.4
)
 
(56.8
)
Total income (loss) before income taxes
 
$
44.3

 
$
(50.8
)
 
$
11.1

 
$
(78.5
)
Customer revenue by classes of similar products or services, by segment, is presented below:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Services
 
 
 
 
 
 
 
 
Cloud & infrastructure services
 
$
340.0

 
$
387.7

 
$
675.9

 
$
766.1

Application services
 
220.4

 
217.5

 
431.0

 
419.9

Business processing outsourcing services
 
53.4

 
56.3

 
102.0

 
114.5

 
 
613.8

 
661.5

 
1,208.9

 
1,300.5

Technology
 
135.1

 
103.3

 
206.8

 
185.5

Total
 
$
748.9

 
$
764.8

 
$
1,415.7

 
$
1,486.0

Geographic information about the company’s revenue, which is principally based on location of the selling organization, is presented below:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
United States
 
$
348.4

 
$
383.9

 
$
679.3

 
$
725.9

United Kingdom
 
109.3

 
83.6

 
191.3

 
171.5

Other foreign
 
291.2

 
297.3

 
545.1

 
588.6

Total
 
$
748.9

 
$
764.8

 
$
1,415.7

 
$
1,486.0


12




g. Accumulated Other Comprehensive Income.
Accumulated other comprehensive loss as of December 31, 2015 and June 30, 2016 is as follows:
 
 
 
Total
 
Translation
Adjustments
 
Postretirement
Plans
Balance at December 31, 2015
 
$
(3,945.3
)
 
$
(833.8
)
 
$
(3,111.5
)
Other comprehensive income before reclassifications
 
37.0

 
(29.5
)
 
66.5

Amounts reclassified from accumulated other comprehensive income
 
72.3

 

 
72.3

Current period other comprehensive income
 
109.3

 
(29.5
)
 
138.8

Balance at June 30, 2016
 
$
(3,836.0
)
 
$
(863.3
)
 
$
(2,972.7
)

Amounts related to postretirement plans not reclassified in their entirety out of accumulated other comprehensive income for the three and six months ended June 30, 2016 and 2015 were as follows:
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Amortization of prior service cost*
 
$
(1.4
)
 
$
(0.7
)
 
$
(2.8
)
 
$
(1.5
)
Amortization of actuarial losses*
 
39.4

 
47.0

 
78.0

 
95.3

Total before tax
 
38.0

 
46.3

 
75.2

 
93.8

Income tax benefit
 
(1.5
)
 
(0.7
)
 
(2.9
)
 
(3.0
)
Net of tax
 
$
36.5

 
$
45.6

 
$
72.3

 
$
90.8

 
*
These items are included in net periodic postretirement cost (see note (c)).
Noncontrolling interests as of December 31, 2015 and June 30, 2016 are as follows:
 
 
Noncontrolling
Interests
Balance at December 31, 2015
$
11.1

Net income
5.1

Translation adjustments
(8.9
)
Postretirement plans
8.1

 
 
Balance at June 30, 2016
$
15.4

h. Supplemental Cash Flow Information.
Cash paid, net of refunds, during the six months ended June 30, 2016 and 2015 for income taxes was $24.5 million and $43.6 million, respectively.
Cash paid during the six months ended June 30, 2016 and 2015 for interest was $7.2 million and $6.9 million, respectively.

13




i. Commitments and Contingencies.
There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against the company, which arise in the ordinary course of business, including actions with respect to commercial and government contracts, labor and employment, employee benefits, environmental matters, intellectual property, and non-income tax and employment compensation in Brazil. The company records a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter.
The company believes that it has valid defenses with respect to legal matters pending against it. Based on its experience, the company also believes that the damage amounts claimed in the lawsuits disclosed below are not a meaningful indicator of the company’s potential liability. Litigation is inherently unpredictable, however, and it is possible that the company’s results of operations or cash flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against it.
In April 2007, the Ministry of Justice of Belgium sued Unisys Belgium SA-NV, a Unisys subsidiary (Unisys Belgium), in the Court of First Instance of Brussels. The Belgian government had engaged the company to design and develop software for a computerized system to be used to manage the Belgian court system. The Belgian State terminated the contract and in its lawsuit has alleged that the termination was justified because Unisys Belgium failed to deliver satisfactory software in a timely manner. It claims damages of approximately €28 million. Unisys Belgium filed its defense and counterclaim in April 2008, in the amount of approximately €18.5 million. The company believes it has valid defenses to the claims and contends that the Belgian State’s termination of the contract was unjustified.
The company’s Brazilian operations, along with those of many other companies doing business in Brazil, are involved in various litigation matters, including numerous governmental assessments related to indirect and other taxes, as well
as disputes associated with former employees and contract labor. The tax-related matters pertain to value added taxes, customs, duties, sales and other non-income related tax exposures. The labor-related matters include claims related to compensation matters. The company believes that appropriate accruals have been established for such matters based on information currently available. At June 30, 2016, excluding those matters that have been assessed by management as being remote as to the likelihood of ultimately resulting in a loss, the amount related to unreserved tax-related matters, inclusive of any related interest, is estimated to be up to approximately $122 million.
The company has been involved in a matter arising from the sale of its Health Information Management (HIM) business to Molina Information Systems, LLC (Molina) under a 2010 Asset Purchase Agreement (APA). The HIM business provided system solutions and services to state governments, including the state of Idaho, for administering Medicaid programs. In August 2012, Molina sued the company in Federal District Court in Delaware alleging breaches of contract, negligent misrepresentation and intentional misrepresentation with respect to the APA and the Medicaid contract with Idaho. Molina sought compensatory damages, punitive damages, lost profits, indemnification, and declaratory relief. Molina alleged losses of approximately $35 million in the complaint. In June 2013, the District Court granted the company’s motion to dismiss the complaint and allowed Molina to replead certain claims and file an amended complaint. In August 2013, Molina filed an amended complaint. The company filed a motion to dismiss the amended complaint. On September 2, 2014, the District Court granted the company’s motion to dismiss the negligent misrepresentation claim, but denied the company’s motion with respect to Molina’s intentional misrepresentation and breach of contract claims. The litigation continues on the remaining claims.
On June 26, 2014, the State of Louisiana filed a Petition for Damages against, among other defendants, the company and Molina Information Systems, LLC, in the Parish of East Baton Rouge, 19th Judicial District. The State alleges that between 1989 and 2012 the defendants, each acting successively as the State’s Medicaid fiscal intermediary, utilized an incorrect reimbursement formula for the payment of pharmaceutical claims causing the State to pay excessive amounts for prescription drugs. The company believes that it has valid defenses to Louisiana’s claims and is asserting them in the pending litigation.
With respect to the specific legal proceedings and claims described above, except as otherwise noted, either (i) the amount or range of possible losses in excess of amounts accrued, if any, is not reasonably estimable or (ii) the company believes that the amount or range of possible losses in excess of amounts accrued that are estimable would not be material.
Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such matters could exceed the amounts accrued in an amount that could be material to the company’s financial condition, results of operations and cash flows in any particular reporting period.

14




Notwithstanding that the ultimate results of the lawsuits, claims, investigations and proceedings that have been brought or asserted against the company are not currently determinable, the company believes that at June 30, 2016, it has adequate provisions for any such matters.
j. Income Taxes.
Accounting rules governing income taxes require that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. These rules also require that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or the entire deferred tax asset will not be realized.
The company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the company’s historical profitability, forecast of future taxable income and available tax-planning strategies that could be implemented to realize the net deferred tax assets. The company uses tax-planning strategies to realize or renew net deferred tax assets to avoid the potential loss of future tax benefits.
A full valuation allowance is currently maintained for all U.S. and certain foreign deferred tax assets in excess of deferred tax liabilities. The company will record a tax provision or benefit for those international subsidiaries that do not have a full valuation allowance against their net deferred tax assets. Any profit or loss recorded for the company’s U.S. continuing operations will have no provision or benefit associated with it due to full valuation allowance, except with respect to refundable tax credits and withholding taxes not creditable against future taxable income. As a result, the company’s provision or benefit for taxes may vary significantly depending on the geographic distribution of income.
k. Accounting Standards.
Effective January 1, 2016, the company adopted new guidance issued by the Financial Accounting Standards Board (FASB) on the presentation of debt issuance costs. The new guidance requires that debt issuance costs shall be reported in the balance sheet as a direct deduction from the face amount of that debt. Previously the company reported these costs in “Other long-term assets” in the company’s balance sheet. At December 31, 2015, the amount reclassified was $1.8 million. The new guidance has been applied on a retrospective basis whereby prior-period financial statements have been adjusted to reflect the application of the new guidance, as required by the FASB.
Effective January 1, 2016, the company adopted new guidance issued by the FASB that simplifies the measurement of inventory. The new guidance states that an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimate of estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When evidence exists that the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss in the period in which it occurs. That loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes. Adoption of this new guidance had no impact on the company’s consolidated results of operations and financial position.
Effective January 1, 2016, the company adopted new guidance issued by the FASB that simplifies the balance sheet classification of deferred income taxes. The new guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new guidance also requires companies to offset all deferred tax assets and liabilities (and valuation allowances) for each tax-paying jurisdiction within each tax-paying component. The net deferred tax must be presented as a single noncurrent amount. Previous guidance required an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The new guidance has been applied on a retrospective basis whereby prior-period financial statements have been adjusted to reflect the application of the new guidance. At December 31, 2015, the reclassification resulted in a reduction of current deferred income tax assets of $24.1 million, a decrease in other current assets of $0.1 million, an increase in noncurrent deferred income tax assets of $12.9 million, a decrease in other long-term assets of $0.1 million, a decrease in current other accrued liabilities of $9.4 million and a decrease in other long-term liabilities of $2.0 million.

15




On March 30, 2016, the FASB issued new guidance that will change certain aspects of accounting for share-based payments to employees. The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The guidance is effective for annual reporting periods beginning after December 15, 2016, which for the company is January 1, 2017. Earlier adoption is permitted. The company is currently assessing when it will choose to adopt, and is currently evaluating the impact of the adoption on its consolidated results of operations and financial position.
In February 2016, the FASB issued a new lease accounting standard entitled “Leases.” The new standard is intended to improve financial reporting about leasing transactions. The new rule will require organizations that lease assets, referred to as lessees, to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The standard is effective for annual reporting periods beginning after December 15, 2018, which for the company is January 1, 2019. Earlier adoption is permitted. The company is currently assessing when it will choose to adopt, and is currently evaluating the impact of the adoption on its consolidated results of operations and financial position.
In 2014, the FASB issued a new revenue recognition standard entitled “Revenue from Contracts with Customers.” The objective of the standard is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows from a contract with a customer. The standard, and its various amendments, is effective for annual reporting periods beginning after December 15, 2017, which for the company is January 1, 2018. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, which for the company in January 1, 2017. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The company is currently assessing when and which method it will choose for adoption, and is evaluating the impact of the adoption on its consolidated results of operations and financial position.
l. Debt.
On March 15, 2016, the company issued $190 million aggregate principal amount of Convertible Senior Notes due 2021 (the notes). On April 13, 2016, the company issued an additional $23.5 million of the notes pursuant to an over-allotment option exercised by the initial purchasers to buy additional notes, for a total of $213.5 million of notes issued. The notes, which are senior unsecured obligations, bear interest at a coupon rate of 5.50% (or 9.5% effective interest rate) per year until maturity, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2016. The notes are not redeemable prior to maturity and are convertible into shares of the company’s common stock. The conversion rate for the notes is 102.4249 shares of the company’s common stock per $1,000 principal amount of the notes (or a total amount of 21,867,716 shares), which is equivalent to an initial conversion price of approximately $9.76 per share of the company’s common stock. Upon any conversion, the company will settle its conversion obligation in cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election.
In connection with the issuances of the notes, the company also paid $27.3 million to enter into privately negotiated capped call transactions with the initial purchasers and/or affiliates of the initial purchasers. The capped call transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the company’s common stock that will initially underlie the notes. The capped call transactions are expected to reduce potential dilution to the company’s common stock and/or offset potential cash payments the company is required to make in excess of the principal amount upon any conversion of the notes.
In accordance with Accounting Standards Codification 470-20, a convertible debt instrument that may be settled entirely or partially in cash is required to be separated into a liability and equity component, such that interest expense reflects the issuer’s non-convertible debt interest rate. Upon issuance, (i) a debt discount of $33.6 million was recognized as a decrease in debt and an increase in additional-paid in capital and (ii) the cost of the capped call transactions of $27.3 million was recognized as a decrease in cash and a decrease in additional paid-in capital. The debt component will accrete up to the principal amount and will be recognized as non-cash interest expense over the expected term of the notes. For the three and six months ended June 30, 2016, $4.5 million and $5.2 million was recorded as interest expense which includes the contractual interest coupon, amortization of the debt discount, and amortization of the debt issuance costs.



16




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report. In this discussion and analysis of the company’s financial condition and results of operations, the company has included information that may constitute “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions may identify such forward-looking statements. All forward-looking statements rely on assumptions and are subject to risks, uncertainties and other factors that could cause the company’s actual results to differ materially from expectations. Factors that could affect future results include, but are not limited to, those discussed under “Factors that may affect future results” and “Cautionary Statement Pursuant to the U.S. Private Securities Litigation Reform Act of 1995” in Part I, Item 1A of the company’s 2015 Form 10-K. Any forward-looking statement speaks only as of the date on which that statement is made. The company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.
Overview
In April 2015, in connection with organizational initiatives to create a more competitive cost structure and rebalance the company’s global skill set, the company initiated a plan to incur pretax restructuring charges currently estimated at approximately $300 million through 2017. During 2015, the company recognized pretax charges of $118.5 million in connection with this plan, principally related to a reduction in employees. During 2016, the company continued to implement this plan and incurred an additional $37.1 million of cost reduction charges.
The company’s results of operations in the six months ended June 30, 2016 were positively impacted by the higher Technology revenue mix offset by the cost-reduction charges as well as the negative impact of foreign currency fluctuations. For the six months ended June 30, 2016, the company reported a net loss attributable to Unisys Corporation of $18.3 million, or a loss of $0.37 per diluted share, compared with a net loss of $101.4 million or a loss of $2.03 per diluted share for the six months ended June 30, 2015. The current period includes after tax cost reduction charges (discussed below) of $35.0 million, or $0.56 per diluted share and the prior-year period includes after tax cost reduction charges of $48.6 million, or $0.97 per diluted share.
Results of operations
Company results
Three months ended June 30, 2016 compared with the three months ended June 30, 2015
During the three months ended June 30, 2016, the company recognized charges of $10.2 million in connection with its cost-reduction plan, principally related to a reduction in employees. The charges related to work-force reductions were $6.5 million, principally related to severance costs, and were comprised of: (a) a charge of $1.2 million for 69 employees in the U.S. and (b) a charge of $5.3 million for 262 employees outside the U.S. In addition, the company recorded charges of $3.7 million for other expenses related to the cost reduction effort. The net charges were recorded in the following statement of income classifications: cost of revenue - services, $5.1 million; selling, general and administrative expenses, $5.5 million; and research and development expenses, $0.4 million benefit.
During the three months ended June 30, 2015, the company recognized charges of $52.6 million in connection with this plan, principally related to a reduction in employees. The charges related to workforce reductions were $42.5 million, principally related to severance costs, and were comprised of: (a) charges of $25.4 million for 530 employees in the U.S. and (b) charges of $17.1 million for 413 employees outside the U.S. In addition, the company recorded charges of $10.1 million related to asset impairments ($3.5 million) and other expenses related to the cost reduction effort ($6.6 million). The charges were recorded in the following statement of income classifications: cost of revenue - services, $13.3 million; cost of revenue - technology, $0.1 million; selling, general and administrative expenses, $27.5 million; and research and development expenses, $11.7 million.
Revenue for the quarter ended June 30, 2016 was $748.9 million compared with $764.8 million for the second quarter of 2015, a decrease of 2% from the prior year. Foreign currency fluctuations had a 1 percentage-point negative impact on revenue in the current period compared with the year-ago period.

17




Services revenue decreased 7% and Technology revenue increased 31% in the current quarter compared with the year-ago period. U.S. revenue decreased 9% in the second quarter compared with the year-ago period. International revenue increased 5% in the current quarter due to increases in the Europe and Asia Pacific regions. Foreign currency had a 3 percentage-point negative impact on international revenue in the three months ended June 30, 2016 compared with the three months ended June 30, 2015.
Total gross profit margin was 23.8% in the three months ended June 30, 2016 compared with 16.3% in the three months ended June 30, 2015. Cost reduction charges of $5.1 million were recorded in the three months ended June 30, 2016 compared with $13.4 million in the three months ended June 30, 2015. Exclusive of these charges and lower pension expense of $3.7 million, the increase was primarily due to a higher Technology revenue mix and the benefits derived from the cost reduction actions.
Selling, general and administrative expense in the three months ended June 30, 2016 was $115.7 million (15.4% of revenue) compared with $145.4 million (19.0% of revenue) in the year-ago period. Cost reduction charges of $5.5 million were recorded in the three months ended June 30, 2016 compared with $27.5 million in the three months ended June 30, 2015. Exclusive of these charges and lower pension expense of $0.5 million, the decline was due to the benefits derived from the cost reduction actions.
Research and development (R&D) expenses in the second quarter of 2016 were $13.1 million compared with $28.4 million in the second quarter of 2015. A cost reduction benefit of $0.4 million was recorded in the three months ended June 30, 2016 compared with an $11.7 million charge in the three months ended June 30, 2015. Exclusive of this cost reduction activity and lower pension expense of $0.7 million, the decline was due to the benefits derived from the cost reduction actions.
For the second quarter of 2016, the company reported operating income of $49.5 million compared with an operating loss of $49.5 million in the second quarter of 2015. The current year income principally reflects higher Technology revenue mix, the lower cost reduction charge, benefits of the cost reduction actions and lower pension expense.

For the three months ended June 30, 2016, pension expense was $21.5 million compared with pension expense of $26.4 million for the three months ended June 30, 2015. For the full year 2016, the company expects to recognize pension expense of approximately $84.5 million compared with $108.7 million for the full year of 2015. The company records pension income or expense, as well as other employee-related costs such as payroll taxes and medical insurance costs, in operating income in the following income statement categories: cost of revenue; selling, general and administrative expenses; and research and development expenses. The amount allocated to each category is principally based on where the salaries of active employees are charged.
Interest expense for the three months ended June 30, 2016 was $7.8 million compared with $2.7 million for the three months ended June 30, 2015. The increase was principally caused by the issuance of convertible notes (see note (l) of the Notes to Consolidated Financial Statements).
Other income (expense), net was income of $2.6 million in the second quarter of 2016 compared with income of $1.4 million in 2015. Included in the second quarter of 2016 and 2015 were foreign exchange gains of $3.5 million and $2.9 million, respectively.
Income before income taxes for the three months ended June 30, 2016 was $44.3 million compared with a loss of $50.8 million for the three months ended June 30, 2015. The current year income principally reflects increased Technology revenue, the lower cost reduction charge, benefits of the cost reduction actions and lower pension expense.
The provision for income taxes was $18.8 million in the current quarter compared with $5.1 million in the year-ago period. As discussed in note (j) of the Notes to Consolidated Financial Statements, the company evaluates quarterly the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The company records a tax provision or benefit for those international subsidiaries that do not have a full valuation allowance against their net deferred tax assets. Any profit or loss recorded for the company’s U.S. operations has no provision or benefit associated with it due to a full valuation allowance. As a result, the company’s provision or benefit for taxes may vary significantly quarter to quarter depending on the geographic distribution of income.
Net income attributable to Unisys Corporation for the three months ended June 30, 2016 was $21.6 million, or income of $0.36 per diluted share, compared with net loss of $58.2 million, or loss of $1.17 per diluted share, for the three months ended June 30, 2015. The current year net income principally reflects higher Technology revenue mix, the lower cost reduction charge, benefits of the cost reduction actions and lower pension expense offset by the increase in the provision for income taxes.

18





Six months ended June 30, 2016 compared with the six months ended June 30, 2015
During the six months ended June 30, 2016, the company recognized charges of $37.1 million in connection with its cost-reduction plan, principally related to a reduction in employees. The charges related to work-force reductions were $28.6 million, principally related to severance costs, and were comprised of: (a) a charge of $5.4 million for 244 employees in the U.S. and (b) a charge of $23.2 million for 599 employees outside the U.S. In addition, the company recorded charges of $8.5 million for other expenses related to the cost reduction effort. The charges were recorded in the following statement of income classifications: cost of revenue - services, $16.6 million; selling, general and administrative expenses, $18.8 million; and research and development expenses, $1.7 million.
During the six months ended June 30, 2015, the company recognized charges of $52.6 million in connection with this plan, principally related to a reduction in employees. The charges related to workforce reductions were $42.5 million, principally related to severance costs, and were comprised of: (a) charges of $25.4 million for 530 employees in the U.S. and (b) charges of $17.1 million for 413 employees outside the U.S. In addition, the company recorded charges of $10.1 million related to asset impairments ($3.5 million) and other expenses related to the cost reduction effort ($6.6 million). The charges were recorded in the following statement of income classifications: cost of revenue - services, $13.3 million; cost of revenue - technology, $0.1 million; selling, general and administrative expenses, $27.5 million; and research and development expenses, $11.7 million.
Revenue for the six months ended June 30, 2016 was $1,415.7 million compared with $1,486.0 million for the six months ended June 30, 2015, a decline of 5%. Foreign currency fluctuations had a 3-percentage-point negative impact on revenue in the current period compared with the year-ago period.
Services revenue decreased 7% and Technology revenue increased 11% in the first half of 2016 compared with the year-ago period. U.S. revenue decreased 6% in the first half of 2016 compared with the year-ago period. International revenue decreased 3% in the current period due to declines in the Europe and Latin America regions partially offset by an increase in the Asia Pacific region. Foreign currency had a 6-percentage-point negative impact on international revenue in the six months ended June 30, 2016 compared with the six months ended June 30, 2015.
Total gross profit margin was 19.6% in the six months ended June 30, 2016 compared with 16.2% in the six months ended June 30, 2015. Exclusive of cost reduction charges and lower pension expense of $9.1 million, gross profit margin in the first half of 2016 improved over the first half of 2015 primarily due to higher Technology revenue mix.
Selling, general and administrative expense in the six months ended June 30, 2016 was $225.8 million (15.9% of revenue) compared with $274.2 million (18.5% of revenue) in the year-ago period. Cost reduction charges of $18.8 million were recorded in the six months ended June 30, 2016 compared with $27.5 million in the six months ended June 30, 2015. Exclusive of these charges and lower pension expense of $1.8 million, the decline was due to the benefits derived from the cost reduction actions.
Research and development (R&D) expenses in the first half of 2016 were $29.1 million compared with $46.6 million in the first half of 2015. Cost reduction charges of $1.7 million were recorded in the six months ended June 30, 2016 compared with $11.7 million in the six months ended June 30, 2015. Exclusive of these charges and lower pension expense of $1.6 million, the decline was due to the benefits derived from the cost reduction actions.
For the first half of 2016, the company reported operating income of $21.9 million compared with an operating loss of $79.5 million in the first half of 2015. The current year income increased primarily due to higher Technology revenue mix, the benefits derived from the cost reduction actions, lower pension expense and decreased cost reduction charges.
For the six months ended June 30, 2016, pension expense was $41.8 million compared with pension expense of $54.3 million for the six months ended June 30, 2015.
Interest expense for the six months ended June 30, 2016 was $12.2 million compared with $5.3 million for the six months ended June 30, 2015. The increase was principally caused by the issuance of convertible notes (see Note (l) of the Notes to Consolidated Financial Statements).
Other income (expense), net was income of $1.4 million in the first half of 2016 compared with income of $6.3 million in 2015. Included in the first half of 2016 and 2015 were foreign exchange gains of $3.0 million and $6.3 million, respectively.

19




Income before income taxes for the six months ended June 30, 2016 was $11.1 million compared with a loss of $78.5 million for the six months ended June 30, 2015. The current year income before income taxes increased primarily due to higher Technology revenue mix, the benefits derived from the cost reduction actions, lower pension expense and decreased cost reduction charges. The provision for income taxes was $24.3 million in the current period compared with $18.4 million in the year-ago period.
Net loss attributable to Unisys Corporation for the six months ended June 30, 2016 was $18.3 million, or loss of $0.37 per diluted share, compared with net loss of $101.4 million, or loss of $2.03 per diluted share, for the six months ended June 30, 2015. The current year reduced net loss principally reflects higher Technology revenue mix, the benefits derived from the cost reduction actions, lower pension expense and decreased cost reduction charges.
Segment results
The company has two business segments: Services and Technology. Revenue classifications within the Services segment are as follows:
 
Cloud & infrastructure services. This represents revenue from work the company performs in the data center and cloud area, technology consulting and technology-based systems integration projects, as well as global service desks and global field services.
Application services. This represents revenue from application managed services and application development, maintenance and support work.
Business processing outsourcing services. This represents revenue from the management of clients’ specific business processes.
The accounting policies of each business segment are the same as those followed by the company as a whole. Intersegment sales and transfers are priced as if the sales or transfers were to third parties. Accordingly, the Technology segment recognizes intersegment revenue and manufacturing profit on hardware and software shipments to customers under Services contracts. The Services segment, in turn, recognizes customer revenue and marketing profits on such shipments of company hardware and software to customers. The Services segment also includes the sale of hardware and software products sourced from third parties that are sold to customers through the company’s Services channels. In the company's consolidated statements of income, the manufacturing costs of products sourced from the Technology segment and sold to Services customers are reported in cost of revenue for Services.
Also included in the Technology segment’s sales and operating profit are sales of hardware and software sold to the Services segment for internal use in Services engagements. The amount of such profit included in operating income of the Technology segment for the three months ended June 30, 2016 and 2015 was $0.4 million and $6.0 million, respectively. The amount for the six months ended June 30, 2016 and 2015 was $0.5 million and $7.5 million, respectively. The profit on these transactions is eliminated in Corporate.
The company evaluates business segment performance based on operating income exclusive of pension income or expense, restructuring charges and unusual and nonrecurring items, which are included in Corporate. All other corporate and centrally incurred costs are allocated to the business segments based principally on revenue, employees, square footage or usage.


20




Three months ended June 30, 2016 compared with the three months ended June 30, 2015

Information by business segment is presented below:
 
 
 
Total
 
Eliminations
 
Services
 
Technology
Three Months Ended June 30, 2016
 
 
 
 
 
 
 
 
Customer revenue
 
$
748.9

 
 
 
$
613.8

 
$
135.1

Intersegment
 
 
 
$
(5.9
)
 

 
5.9

Total revenue
 
$
748.9

 
$
(5.9
)
 
$
613.8

 
$
141.0

Gross profit percent
 
23.8
 %
 
 
 
16.8
%
 
66.9
%
Operating profit percent
 
6.6
 %
 
 
 
2.1
%
 
48.0
%
Three Months Ended June 30, 2015
 
 

 
 

 
 

 
 

Customer revenue
 
$
764.8

 
 
 
$
661.5

 
$
103.3

Intersegment
 
 
 
$
(22.0
)
 
0.1

 
21.9

Total revenue
 
$
764.8

 
$
(22.0
)
 
$
661.6

 
$
125.2

Gross profit percent
 
16.3
 %
 
 
 
15.7
%
 
43.9
%
Operating profit (loss) percent
 
(6.5
)%
 
 
 
2.2
%
 
15.6
%
Gross profit percent and operating income percent are as a percent of total revenue.
Customer revenue by classes of similar products or services, by segment, is presented below:
 
 
 
Three Months Ended
June 30,
 
Percent
Change
 
 
2016
 
2015
 
Services
 
 
 
 
 
 
Cloud & infrastructure services
 
$
340.0

 
$
387.7

 
(12.3
)%
Application services
 
220.4

 
217.5

 
1.3
 %
Business processing outsourcing services
 
53.4

 
56.3

 
(5.2
)%
 
 
613.8

 
661.5

 
(7.2
)%
Technology
 
135.1

 
103.3

 
30.8
 %
Total
 
$
748.9

 
$
764.8

 
(2.1
)%
In the Services segment, customer revenue was $613.8 million for the three months ended June 30, 2016, down 7.2% from the three months ended June 30, 2015. Foreign currency translation had a 1 percentage-point negative impact on Services revenue in the current quarter compared with the year-ago period.
Revenue from cloud & infrastructure services was $340.0 million in the June 2016 quarter, down 12.3% compared with the June 2015 quarter. Foreign currency fluctuations had a 1 percentage-point negative impact on cloud & infrastructure services revenue in the current period compared with the year-ago period.
Application services revenue increased 1.3% for the three month period ended June 30, 2016 compared with the three month period ended June 30, 2015. New contract wins at the company's U.S. Federal business were a major contributor to the increase. Foreign currency fluctuations had a 1 percentage-point negative impact on application services revenue in the current period compared with the year-ago period.
Business processing outsourcing services revenue decreased 5.2% in the current quarter compared with the prior-year quarter. Foreign currency fluctuations had a 4 percentage-point negative impact on business processing outsourcing services revenue in the current period compared with the year-ago period.

Services gross profit was 16.8% in the second quarter of 2016 compared with 15.7% in the year-ago period. Services operating income percent was 2.1% in the three months ended June 30, 2016 compared with 2.2% in the three months ended June 30, 2015.

21




In the Technology segment, customer revenue increased 30.8% to $135.1 million in the current quarter compared with $103.3 million in the year-ago period. Foreign currency translation had a 2 percentage-point negative impact on Technology revenue in the current quarter compared with the year-ago period. The increase in Technology customer revenue is due to an increase in ClearPath Forward revenue.
Technology gross profit was 66.9% in the current quarter compared with 43.9% in the year-ago quarter. Technology operating income percent was 48.0% in the three months ended June 30, 2016 compared with 15.6% in the three months ended June 30, 2015. The increase in operating profit percentage principally reflects higher Technology revenue mix due to an increase in ClearPath Forward revenue as well as the benefit of reductions in selling, general and administrative expenses.

Six months ended June 30, 2016 compared with the six months ended June 30, 2015

Information by business segment is presented below:
 
 
 
Total
 
Eliminations
 
Services
 
Technology
Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
Customer revenue
 
$
1,415.7

 
 
 
$
1,208.9

 
$
206.8

Intersegment
 
 
 
$
(11.5
)
 

 
11.5

Total revenue
 
$
1,415.7

 
$
(11.5
)
 
$
1,208.9

 
$
218.3

Gross profit percent
 
19.6
 %
 
 
 
15.5
%
 
60.4
%
Operating profit (loss) percent
 
1.5
 %
 
 
 
1.4
%
 
37.4
%
Six Months Ended June 30, 2015
 
 

 
 

 
 

 
 

Customer revenue
 
$
1,486.0

 
 
 
$
1,300.5

 
$
185.5

Intersegment
 
 
 
$
(28.7
)
 
0.1

 
28.6

Total revenue
 
$
1,486.0

 
$
(28.7
)
 
$
1,300.6

 
$
214.1

Gross profit percent
 
16.2
 %
 
 
 
14.9
%
 
46.3
%
Operating profit (loss) percent
 
(5.3
)%
 
 
 
0.4
%
 
11.3
%
Gross profit percent and operating income percent are as a percent of total revenue.
Customer revenue by classes of similar products or services, by segment, is presented below:
 
 
 
Six Months Ended
June 30,
 
Percent
Change
 
 
2016
 
2015
 
Services
 
 
 
 
 
 
Cloud & infrastructure services
 
$
675.9

 
$
766.1

 
(11.8
)%
Application services
 
431.0

 
419.9

 
2.6
 %
Business processing outsourcing services
 
102.0

 
114.5

 
(10.9
)%
 
 
1,208.9

 
1,300.5

 
(7.0
)%
Technology
 
206.8

 
185.5

 
11.5
 %
Total
 
$
1,415.7

 
$
1,486.0

 
(4.7
)%
In the Services segment, customer revenue was $1,208.9 million for the six months ended June 30, 2016, down 7.0% from the six months ended June 30, 2015. Foreign currency translation had a 3 percentage-point negative impact on Services revenue in the current period compared with the year-ago period.
Revenue from cloud & infrastructure services was $675.9 million for the six months ended June 2016, down 11.8% compared with the year-ago period. Foreign currency fluctuations had a 3 percentage-point negative impact on cloud & infrastructure services revenue in the current period compared with the year-ago period.

22




Application services revenue increased 2.6% for the six month period ended June 30, 2016 compared with the six month period ended June 30, 2015. New contract wins at the company's U.S. Federal business were a major contributor to the increase. Foreign currency fluctuations had a 4 percentage-point negative impact on application services revenue in the current period compared with the year-ago period.
Business processing outsourcing services revenue decreased 10.9% in the current period compared with the prior-year period. Foreign currency fluctuations had a 5 percentage-point negative impact on business processing outsourcing services revenue in the current period compared with the year-ago period.

Services gross profit was 15.5% in the first half of 2016 compared with 14.9% in the year-ago period. Services operating income percent was 1.4% in the six months ended June 30, 2016 compared with 0.4% in the six months ended June 30, 2015.
In the Technology segment, customer revenue increased 11.5% to $206.8 million in the current period compared with $185.5 million in the year-ago period. Foreign currency translation had a 2 percentage-point negative impact on Technology revenue in the current period compared with the year-ago period. The increase in Technology customer revenue is due to an increase in ClearPath Forward revenue.
Technology gross profit was 60.4% in the current period compared with 46.3% in the year-ago period. Technology operating income percent was 37.4% in the six months ended June 30, 2016 compared with 11.3% in the six months ended June 30, 2015. The increase in operating profit percentage principally reflects higher Technology revenue mix due to an increase in ClearPath Forward revenue.
New accounting pronouncements
See note (k) of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on the company’s consolidated financial statements.
Financial condition
The company’s principal sources of liquidity are cash on hand, cash from operations and its revolving credit facility, discussed below. The company and certain international subsidiaries have access to uncommitted lines of credit from various banks. The company believes that it will have adequate sources of liquidity to meet its expected near-term cash requirements.
Cash and cash equivalents at June 30, 2016 were $463.6 million compared with $365.2 million at December 31, 2015. The increase was due to the net proceeds received from the sale of $213.5 million of 5.50% Convertible Senior Notes due 2021 (the notes). See Note (l) of the Notes to Consolidated Financial Statements.
As of June 30, 2016, $245.3 million of cash and cash equivalents were held by the company’s foreign subsidiaries and branches operating outside of the U.S. In the future, if these funds are needed for the company’s operations in the U.S., the company may be required to accrue and pay taxes to repatriate these funds.
During the six months ended June 30, 2016, cash provided by operations was $58.8 million compared with cash usage of $64.4 million for the six months ended June 30, 2015. Cash provided by operations during the first half of 2016 was positively impacted by a lower net loss and a decrease in cash contributions to the company’s defined benefit pension plans. During the first half of 2016, the company contributed cash of $64.1 million to such plans compared with $75.7 million during the first half of 2015. This was offset by a $26.0 million increase in cash used for cost reduction actions.
Cash used for investing activities during the six months ended June 30, 2016 was $71.9 million compared with cash usage of $83.8 million during the six months ended June 30, 2015. Net purchases of investments were $1.2 million for the six months ended June 30, 2016 compared with net proceeds of $28.7 million in the prior-year period. Proceeds from investments and purchases of investments represent derivative financial instruments used to reduce the company’s currency exposure to market risks from changes in foreign currency exchange rates. In addition, in the current period, the investment in marketable software was $30.2 million compared with $33.4 million in the year-ago period, capital additions of properties were $11.0 million in 2016 compared with $24.7 million in 2015 and capital additions of outsourcing assets were $28.8 million in 2016 compared with $52.7 million in 2015. The decrease in capital additions of outsourcing assets were reflective of significant investments in outsourcing assets that were made in the second quarter of 2015.

23




Cash provided by financing activities during the six months ended June 30, 2016 was $111.8 million compared with cash provided of $34.9 million during the six months ended June 30, 2015. During the six months ended June 30, 2016, the company paid down $65.8 million of its revolving credit facility, issued $213.5 million of notes and received net proceeds of $178.9 million. See Note (l) of the Notes to Consolidated Financial Statements.

At June 30, 2016, total debt was $419.9 million compared with $310.5 million at December 31, 2015. The increase was principally caused by the issuance of the notes referred to above partially offset by repayment of borrowings under its revolving credit facility.

The company has a secured revolving credit facility, expiring in June 2018, which provides for loans and letters of credit up to an aggregate amount of $150.0 million (with a limit on letters of credit of $100.0 million). Borrowing limits under the credit agreement are based upon the amount of eligible U.S. accounts receivable. At June 30, 2016, the company had no borrowings and $11.3 million of letters of credit outstanding under the facility. At June 30, 2016, availability under the facility was $116.0 million net of letters of credit issued. Borrowings under the facility will bear interest based on short-term rates. The credit agreement contains customary representations and warranties, including that there has been no material adverse change in the company’s business, properties, operations or financial condition. The company is required to maintain a minimum fixed charge coverage ratio if the availability under the credit facility falls below the greater of 12.5% of the lenders’ commitments under the facility and $18.75 million. The credit agreement allows the company to pay dividends on its capital stock in an amount up to $22.5 million per year unless the company is in default and to, among other things, repurchase its equity, prepay other debt, incur other debt or liens, dispose of assets and make acquisitions, loans and investments, provided the company complies with certain requirements and limitations set forth in the agreement. Events of default include non-payment, failure to comply with covenants, materially incorrect representations and warranties, change of control and default under other debt aggregating at least $50.0 million. The credit facility is guaranteed by Unisys Holding Corporation, Unisys NPL, Inc., Unisys AP Investment Company I and any future material domestic subsidiaries. The facility is secured by the assets of Unisys Corporation and the subsidiary guarantors, other than certain excluded assets. The company may elect to prepay or terminate the credit facility without penalty.
At June 30, 2016, the company has met all covenants and conditions under its various lending and funding agreements. The company expects to continue to meet these covenants and conditions.
In 2016, the company expects to make cash contributions of approximately $136.1 million to its worldwide defined benefit pension plans, which is comprised of $82.3 million primarily for non-U.S. defined benefit pension plans and $53.8 million for the company’s U.S. qualified defined benefit pension plan.
The company has on file with the Securities and Exchange Commission an effective registration statement covering $700.0 million of debt or equity securities, which enables the company to be prepared for future market opportunities.
The company may, from time to time, redeem, tender for, or repurchase its securities in the open market or in privately negotiated transactions depending upon availability, market conditions and other factors.
 


24




Item 3.    Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the company’s assessment of its sensitivity to market risk since its disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
 
Item 4.    Controls and Procedures
The company’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on this evaluation, the company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, the company’s disclosure controls and procedures are effective. Such evaluation did not identify any change in the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.


25




Part II - OTHER INFORMATION
 

Item 1.    Legal Proceedings
Information with respect to litigation is set forth in Note (i) of the Notes to Consolidated Financial Statements, and such information is incorporated herein by reference.
 
Item 1A. Risk Factors
There have been no significant changes to the “Factors that may affect future results” in Management’s Discussion and Analysis of Financial Condition and Results of Operations which is included in the company’s Annual Report on Form 10-K for the year ended December 31, 2015.
CAUTIONARY STATEMENT PURSUANT TO THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Risks and uncertainties that could cause the company’s future results to differ materially from those expressed in “forward-looking” statements include:
 
the company’s ability to effectively anticipate and respond to volatility and rapid technological innovation in its industry;
the company’s ability to improve margins in its services business;
the company’s ability to sell new products while maintaining its installed base in its technology business;
the company’s ability to access financing markets to refinance its outstanding debt;
the company’s ability to realize anticipated cost savings and to successfully implement its cost reduction initiatives to drive efficiencies across all of its operations;
the company’s significant pension obligations and requirements to make significant cash contributions to its defined benefit pension plans;
the company’s ability to attract, motivate and retain experienced and knowledgeable personnel in key positions;
the risks of doing business internationally when a significant portion of the company’s revenue is derived from international operations;
the potential adverse effects of aggressive competition in the information services and technology marketplace;
the company’s ability to retain significant clients;
the company’s contracts may not be as profitable as expected or provide the expected level of revenues;
cybersecurity breaches could result in significant costs and could harm the company’s business and reputation;
a significant disruption in the company’s IT systems could adversely affect the company’s business and reputation;
the company may face damage to its reputation or legal liability if its clients are not satisfied with the company’s services or products;
the performance and capabilities of third parties with whom the company has commercial relationships;
the adverse effects of global economic conditions, acts of war, terrorism or natural disasters;
contracts with U.S. governmental agencies may subject the company to audits, criminal penalties, sanctions and other expenses and fines;
the potential for intellectual property infringement claims to be asserted against the company or its clients;
the possibility that pending litigation could affect the company’s results of operations or cash flow; and
the business and financial risk in implementing future dispositions or acquisitions.
Other factors discussed in this report, although not listed here, also could materially affect the company’s future results.
 
Item 6.    Exhibits
 
(a)
Exhibits
See Exhibit Index


26




SIGNATURES
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: July 29, 2016
By:
/s/ Janet Brutschea Haugen
 
 
Janet Brutschea Haugen
 
 
Senior Vice President and
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)
 
 
 
 
By:
/s/ Michael M. Thomson
 
 
Michael M. Thomson
 
 
Vice President and
 
 
Corporate Controller
 
 
(Principal Accounting Officer)


27





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 Current Report on Form 8-K filed on April 30, 2010)
 
 
3.2
Certificate of Amendment to Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on April 28, 2011)
 
 
3.3
Bylaws of Unisys Corporation, as amended through April 30, 2015 (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2015)
 
 
10.1
Amendment No. 6 dated as of March 4, 2016 to Credit Agreement dated as of June 23, 2011
 
 
10.2
Amendment No. 7 dated as of July 25, 2016 to Credit Agreement dated as of June 23, 2011
 
 
12
Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
 
 
31.1
Certification of Peter A. Altabef required by Rule 13a-14(a) or Rule 15d-14(a)
 
 
31.2
Certification of Janet Brutschea Haugen required by Rule 13a-14(a) or Rule 15d-14(a)
 
 
32.1
Certification of Peter A. Altabef required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
 
 
32.2
Certification of Janet Brutschea Haugen required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
 
 
101.INSXBRL
Instance Document
 
 
101.SCHXBRL
Taxonomy Extension Schema Document
 
 
101.CALXBRL
Taxonomy Extension Calculation Linkbase Document
 
 
101.LABXBRL
Taxonomy Extension Labels Linkbase Document
 
 
101.PREXBRL
Taxonomy Extension Presentation Linkbase Document
 
 
101.DEFXBRL
Taxonomy Extension Definition Linkbase Document


28
Exhibit


EXECUTION COPY
AMENDMENT NO. 6
Dated as of March 4, 2016
to
CREDIT AGREEMENT
Dated as of June 23, 2011
THIS AMENDMENT NO. 6 (this “Amendment”) is made as of March 4, 2016 by and among (i) Unisys Corporation (the “Borrower”), (ii) Unisys Holding Corporation, Unisys NPL, Inc. and Unisys AP Investment Company I (each a “Guarantor” and, collectively, the “Guarantors” and, collectively with the Borrower, the “Credit Parties”), (iii) the undersigned Lenders and (iv) Wells Fargo Bank, National Association, as administrative agent (the “Agent”), under that certain Credit Agreement dated as of June 23, 2011 by and among the Borrower, the other Credit Parties, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Credit Parties, the Lenders party hereto and the Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Credit Parties, the Lenders party hereto and the Agent hereby agree to enter into this Amendment.
1.Amendment to the Credit Agreement. Effective as of the “Amendment No. 6 Effective Date” (as defined below), the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a)    Section 5.4 of the Credit Agreement is hereby amended by adding the following Section 5.4(p):
“(p) Investments represented by Permitted Equity Derivative Agreements and the performance of obligations under Permitted Equity Derivative Agreements (including payments of cash pursuant thereto).”
(b)    Section 5.9 of the Credit Agreement is hereby amended by:
(i) amending and restating the introductory paragraph of Section 5.9 as follows:
Restricted Payments. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any of its Equity Interests, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so), or make any payment to induce the conversion of any of its Equity Interests, now





or hereafter outstanding (each, a “Restricted Payment”), except that the Credit Parties and their respective Subsidiaries may:”; and
(ii) adding the following Section 5.9(m):
“(m) enter into, exercise rights and perform obligations under Permitted Equity Derivative Agreements (including payments of cash pursuant thereto).”
(c)    Section 7.1(e)(ii) of the Credit Agreement is hereby amended by amending and restating Section 7.1(e)(ii) of the Credit Agreement as follows:
“(ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), provided that this clause (e)(ii) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the Property or assets securing such Indebtedness, if (x) such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) all required repayments or prepayments (if any) required under the terms of the agreements governing such Indebtedness arising because of such voluntary sale or transfer are paid in accordance with the terms of such agreements or (B) any requirement to deliver cash or equity securities upon conversion of any convertible Indebtedness;”
(d)    The definition of “Indebtedness” set forth in Section 11.1 is hereby amended by adding the following sentence to the end of the definition:
“Notwithstanding the foregoing, obligations arising from any Permitted Equity Derivative Agreement shall not be considered Indebtedness.”
(e)    The following definitions are hereby added to Section 11.1 in alphabetical order:
““Convertible Debt Security” means any debt security the terms of which provide for the conversion thereof into Capital Stock, cash or a combination of Capital Stock and cash.”
““Permitted Equity Derivative Agreement