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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock , par value $.01 |
| ☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
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To amend Part II - Item 9A. Controls and Procedures related to the effectiveness of our disclosure controls and procedures. |
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To amend Part I - Item 1A. Risk Factors to add an additional risk factor regarding the potential adverse impact that the failure to remediate the material weaknesses could have on our timely and accurate reporting of financial results and to amend a risk factor in the original filing regarding the potential adverse impacts of cybersecurity incidents and vulnerabilities. |
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To amend Part II - Item 8. Financial Statements and Supplementary Data to restate (i) Management’s Report on Internal Control Over Financial Reporting, and (ii) the Report of Independent Registered Public Accounting Firm, on the company’s internal control over financial reporting as of December 31, 2021. |
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To amend Part IV - Item 15. Exhibits and Financial Statement Schedules to include currently dated (i) auditor consents, which are filed herewith as Exhibits 23.1 and 23.2 and (ii) certifications from the company’s Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002, which certifications are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2. |
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| Page Number |
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| PART I | ||||||
| Item 1A. | Risk Factors | 3 | ||||
| PART II | ||||||
| Item 8. | Financial Statements and Supplementary Data | 11 | ||||
| Item 9A. | Controls and Procedures | 60 | ||||
| PART IV | ||||||
| Item 15. | Exhibits and Financial Statement Schedules | 62 | ||||
| Signatures | 65 | |||||
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Disclosure Regarding Forward-Looking Statements
In this Annual Report on Form 10-K/A, we have 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. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions may identify such forward-looking statements.
Factors that could affect our future results include, but are not limited to, the following:
Implementation of Business Strategy in Information Technology Market
| • | our ability to attract and retain experienced personnel in key positions; |
| • | our ability to grow revenue and expand margin in our Digital Workplace Solutions and Cloud, Applications & Infrastructure Solutions businesses; |
| • | our ability to maintain our installed base and sell new solutions and related services; |
| • | the business and financial risk in implementing acquisitions or dispositions; |
| • | the potential adverse effects of aggressive competition in the information services and technology market; |
| • | our ability to effectively anticipate and respond to rapid technological innovation in our industry; |
| • | our ability to retain significant clients and attract new clients; |
| • | our contracts may not be as profitable as expected or provide the expected level of revenues; |
| • | our ability to develop or acquire the capabilities to enhance the company’s solutions; |
Defined Benefit Pension Plans
| • | we have significant underfunded pension obligations; |
General Business Risks
| • | the impact of the Audit & Finance Committee’s investigation; |
| • | the impact of management’s conclusion, in consultation with the Audit & Finance Committee, that material weaknesses existed in our disclosure controls and procedures and internal control over financial reporting; |
| • | the evaluation and implementation of remediation efforts designed and implemented to enhance our control environment; |
| • | the potential identification of one or more additional material weaknesses in our internal control over financial reporting of which we are not currently aware or that have not been detected; |
| • | the impact of COVID-19 on our business, growth, reputation, projections, financial condition, operations, cash flows and liquidity; |
| • | the performance and capabilities of third parties with whom we have commercial relationships; |
| • | cybersecurity incidents could result in incurring significant costs and could harm our business and reputation; |
| • | a failure to meet standards or expectations with respect to the company’s environmental, social and governance practices; |
| • | the risks of doing business internationally when a significant portion of our revenue is derived from international operations; |
| • | our ability to access financing markets; |
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| • | a reduction in our credit rating; |
| • | the adverse effects of global economic conditions, acts of war, terrorism, natural disasters or the widespread outbreak of infectious diseases; |
| • | a significant disruption in our IT systems could adversely affect our business and reputation; |
| • | we may face damage to our reputation or legal liability if our clients are not satisfied with our services or products; |
| • | the potential for intellectual property infringement claims to be asserted against us or our clients; |
| • | the possibility that legal proceedings could affect our results of operations or cash flow or may adversely affect our business or reputation; and |
Tax Assets
| • | our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. |
Any forward-looking statement should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K/A and in our other filings made with the U.S. Securities and Exchange Commission (SEC) from time to time, which are available at the SEC’s website at www.sec.gov. 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 in “Risk Factors” in Part I, Item 1A of this Form 10-K/A. Any forward-looking statement speaks only as of the date on which that statement is made. Unisys Corporation 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.
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PART I
| ITEM 1A. | RISK FACTORS |
Factors that could affect future results include the following:
IMPLEMENTATION OF BUSINESS STRATEGY IN INFORMATION TECHNOLOGY MARKET
If the company is unable to attract and retain experienced personnel in key positions, its future results could be adversely impacted.
The company’s ability to retain, train and develop its existing associate base in the skills and solutions required to service its target markets with the appropriate solutions is critical to the company’s future success. The company also needs to attract new talent to augment the skills required to deliver its solutions to its target markets. The failure of the company to attract new talent with the requisite skill set, retain key personnel or implement an appropriate succession plan could adversely impact the company’s ability to successfully carry out its business strategy and retain other key personnel.
Future results may be adversely impacted if the company is unable to grow revenue and expand margin in its Digital Workplace Solutions and Cloud and Infrastructure Solutions businesses.
The company’s strategy places an emphasis on growing revenue, including specifically from higher-value and higher-margin offerings in its Digital Workplace Solutions and Cloud and Infrastructure Solutions businesses. The company’s ability to grow revenue and profitability in these businesses will depend on the level of demand for projects and the portfolio of solutions the company offers. It will also depend on an efficient utilization of services delivery personnel. Revenue and profit margins in these businesses are a function of both the portfolio of solutions sold in a given period and the rates the company is able to charge for services and the chargeability of its professionals. If the company is unable to attain sufficient rates and chargeability for its professionals, revenue and profit margins will be adversely affected. The rates the company is able to charge for services are affected by a number of factors, including clients’ perception of the company’s ability to add value through its services; introduction of new services or products by the company or its competitors; pricing policies of competitors; and general economic conditions including increased risk of inflation. Chargeability is also affected by a number of factors, including the company’s ability to transition resources from completed projects to new engagements and across geographies, and its ability to forecast demand for services and thereby maintain appropriate resource levels. The company’s results of operations and financial condition may be adversely impacted if sales of higher-margin offerings do not offset declines in revenue and profitability of lower-margin offerings.
Future results may be adversely impacted if the company is unable to maintain its installed base and sell new solutions and related services.
The company continues to invest in its ClearPath Forward operating system software in order to retain existing clients in its Enterprise Computing Solutions business. If clients do not believe in the value proposition provided by ClearPath Forward or choose not to renew their contracts for any other reason, there may not be a meaningful return on these investments, and revenue could decline meaningfully. Furthermore, if ClearPath Forward is sold in the form of Software as a Service (SaaS) at an accelerated pace, this would have a negative impact on the company’s short- and medium-term cash position and could adversely impact the company’s operations, financial condition and liquidity. Additionally, the company also continues to invest in other software and solutions and related services. If the company is unsuccessful in selling these other solutions and related services, there may not be a meaningful return on these investments. Further, the revenues generated by other solutions and related services may be insufficient to offset any revenue declines caused if the company is unable to retain its installed base.
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The company could face business and financial risk in implementing acquisitions or dispositions.
As part of the company’s business strategy, it may from time to time consider acquiring complementary technologies, products and businesses, or disposing of existing technologies, products and businesses, including transactions of a material size. Any acquisitions may result in the incurrence of substantial additional indebtedness or contingent liabilities. Acquisitions could also result in potentially dilutive issuances of equity securities and an increase in amortization expenses related to intangible assets. Additional potential risks associated with acquisitions include technical, cultural and operational integration challenges; difficulties in maintaining or enhancing the profitability of any acquired business; risks of entering markets in which the company has no or limited prior experience; potential loss of employees or failure to maintain or renew any contracts of any acquired business; and expenses of any undiscovered or potential liabilities of the acquired product or business, including relating to employee benefits contribution obligations or environmental requirements. Potential risks with respect to dispositions include difficulty finding buyers or alternative exit strategies on acceptable terms in a timely manner; potential loss of employees or clients; dispositions at unfavorable prices or on unfavorable terms, including relating to retained liabilities; and post-closing indemnity claims. Further, with respect to both acquisitions and dispositions, management’s attention could be diverted from other business concerns. Adverse credit conditions could also affect the company’s ability to consummate acquisitions or dispositions. The risks associated with acquisitions and dispositions could have a material adverse effect upon the company’s business, financial condition and results of operations. There can be no assurance that the company will be successful in consummating future acquisitions or dispositions on favorable terms or at all.
The company faces aggressive competition in the information services and technology market, which could lead to reduced demand for the company’s solutions and related services and could have an adverse effect on the company’s business.
The information services and technology markets in which the company operates include a large number of companies vying for customers and market share both domestically and internationally. The company’s competitors include systems integrators, consulting and other professional services firms, outsourcing providers, infrastructure services providers, computer hardware manufacturers and software providers. Some of the company’s competitors may develop competing services and products that offer better price-performance or that reach the market in advance of the company’s offerings. Some competitors also have or may develop greater financial and other resources than the company, with enhanced ability to compete for market share, in some instances through significant economic incentives to secure contracts. Some also may be better able to compete for skilled professionals. Any of these factors could lead to reduced demand for the company’s solutions and related services and could have an adverse effect on the company’s business. Future results will depend on the company’s ability to mitigate the effects of aggressive competition on revenues, pricing and margins.
The company’s future results may be adversely impacted if it is unable to effectively anticipate and respond to rapid technological innovation in its industry.
The company operates in an industry characterized by rapid technological innovation, evolving technology standards, short product life cycles and continually changing customer demand patterns. Future success will depend in part on the company’s ability to anticipate and respond to these market trends and to design, develop, introduce, deliver or obtain new and innovative services and products on a timely and cost-effective basis using newer delivery models such as cloud computing. Additionally, the company may not be successful in anticipating or responding to changes in technology, industry standards or customer preferences, and the market may not demand or accept its services and product offerings. In addition, services and products developed by competitors may make the company’s offerings less competitive.
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The company’s future results will depend on its ability to retain significant clients and attract new clients.
The company has a number of significant long-term contracts with clients, including governmental entities, and its future success will depend, in part, on retaining its relationships with these clients and attracting new clients. The company could lose clients for reasons such as contract expiration, conversion to a competing service provider, disputes with clients or a decision to in-source services. The company could also lose clients as a result of their merger, acquisition or business failure. The company may not be able to replace the revenue and earnings from any such lost client. The company is expecting revenue, margin and market share expansion due to decisions by some of the company’s competitors to exit or de-emphasize their focus on the company’s target markets. If such competitors’ change that position, it could impact the company’s ability to gain market share.
The company’s contracts may not be as profitable as expected or provide the expected level of revenues.
In a number of the company’s long-term services contracts, the company’s revenue is based on the volume of services and products provided. As a result, revenue levels anticipated at contract inception are not guaranteed. The company’s contracts with governmental entities are subject to the availability of appropriated funds. In addition, some of these contracts may permit termination at the customer’s discretion before the end of the contract term or may permit termination or impose other penalties if the company does not meet the performance levels specified in the contracts.
Some of the company’s services contracts are fixed-price contracts under which the company assumes the risk for delivery of the contracted services and products at an agreed-upon fixed price. Should the company experience problems in performing fixed-price contracts on a profitable basis, adjustments to the estimated cost to complete may be required. Future results will depend on the company’s ability to perform these services contracts profitably.
The inability of the company to develop or acquire the capabilities to enhance the company’s solutions could adversely impact the company’s revenue and margins and result in the failure to expand the company’s market share.
The company’s financial objectives require it to develop, acquire or orchestrate with its strategic partnership network the prerequisite capabilities to enhance the company’s solutions so they contain higher-growth, higher-margin offerings and allow for the expansion of market share. If the company is unable to do so, its financial performance may be adversely impacted.
DEFINED BENEFIT PENSION PLANS
The company has significant underfunded pension obligations.
The company has significant underfunded obligations under its U.S. and non-U.S. defined benefit pension plans. In 2021, the company made cash contributions of $52.4 million, primarily for its international defined benefit pension plans. Based on current legislation, global regulations, recent interest rates and expected returns, in 2022 the company expects to make cash contributions of approximately $40.2 million, primarily for its international defined benefit pension plans. Estimates for future cash contributions are likely to change based on a number of factors including market conditions and changes in discount rates. If estimates for future contributions change materially, the company may need to obtain additional funding in order to make future contributions. In this event, there is no assurance that the company would be able to obtain such funding or that the company will have enough cash on hand to pay the required cash contributions.
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Deterioration in the value of the company’s worldwide defined benefit pension plan assets, as well as discount rate changes, asset return changes, or changes in economic or demographic trends, could require the company to make cash contributions to its defined benefit pension plans in the future in an amount larger than currently anticipated. Increased cash contribution requirements or an acceleration in the due date of such cash contributions would further reduce the cash available for working capital, capital expenditures and other corporate uses and may worsen the adverse impact on the company’s operations, financial condition and liquidity.
GENERAL BUSINESS RISKS
We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. Failure to remediate the material weaknesses or any other material weaknesses that we identify in the future could result in material misstatements in our financial statements.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price.
Subsequent to the original filing, following an investigation by the company’s Audit & Finance Committee (Audit Committee) into the company’s internal control environment, the company has reevaluated the effectiveness of the company’s disclosure controls and procedures and internal control over financial reporting and identified material weaknesses in the company’s disclosure controls and procedures and internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our management may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal control over financial reporting. For further discussion of the material weaknesses, see Item 9A, Controls and Procedures.
Management is committed to maintaining a strong internal control environment and believes its remediation efforts will represent an improvement in existing controls. Management anticipates that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weaknesses. We may not be successful in promptly remediating the material weaknesses identified by management, or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
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The company has received, and may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas or demands arising from, related to, or in connection with these matters. Professional costs resulting from the investigation that resulted in the identification of the material weaknesses have been significant and are expected to continue to be significant, in particular if litigation costs relating to these regulatory, investigative and enforcement inquiries, subpoenas and demands grow. Although we believe that no significant business has been lost to date, it is possible that a change in the perceptions of our business partners could occur as a result of the investigation and the material weaknesses. In addition, as a result of the investigation and remediation efforts, certain operational changes have occurred and may continue to occur in the future. Any or all of these impacts based on the findings of the investigation and related matters and the surrounding circumstances could exacerbate the other risks described herein and directly or indirectly have a material adverse effect on our operations and/or financial performance.
The company’s business, results of operations and financial condition have been and will continue to be impacted by the COVID-19 pandemic and such impact could be materially adverse.
Since March 2020, the COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and workforces and created significant volatility and disruption of financial markets. The full extent of the impact of the COVID-19 pandemic on the company’s operational and financial performance, including the company’s ability to execute its business strategies and initiatives in the expected time frame, will depend on numerous factors that are uncertain and difficult to predict, including the duration, severity and spread of the pandemic and related restrictions on travel and transportation; the emergence of new variants; the imposition of vaccine mandates and government lockdowns; the effect on the company’s clients and demand for the company’s products and services; the company’s ability to sell and provide its products and services as a result of travel restrictions and people working from home; the ability of the company’s clients to pay for its services and solutions; and any closures of the company’s and its clients’ offices and facilities. Continued impacts of the pandemic could materially adversely impact global economic conditions, the company’s business, results of operations and financial condition, including the company’s cash flow and liquidity, the company’s potential to conduct financings on terms acceptable to it, if at all, and may require significant actions in response, including but not limited to expense reductions or discounting of pricing of the company’s products, in an effort to mitigate such impacts. The situation with COVID-19 is constantly evolving and additional impacts may arise of which the company is not aware currently.
Future results will depend in part on the performance and capabilities of third parties with whom the company has commercial relationships.
The company maintains business relationships with key partners, suppliers, channel partners and other parties that have complementary products, services or skills. Future results will depend, in part, on the performance and capabilities of these third parties, on the ability of external suppliers to deliver components at reasonable prices and in a timely manner, and on the financial condition of, and the company’s relationship with, distributors and other indirect channel partners, which can affect the company’s capacity to effectively and efficiently serve current and potential customers and end users. Additionally, cost inflation and supply chain disruptions may lead to higher labor and other costs, as well as an inability to procure products needed to deliver the company’s solutions, which could adversely affect its results of operations.
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Cybersecurity incidents could result in the company incurring significant costs and could harm the company’s business and reputation.
The company’s business includes managing, processing, storing and transmitting proprietary and confidential data, including personal information, intellectual property and proprietary business information, within the company’s own IT systems and those that the company designs, develops, hosts or manages for clients. These systems are critical to the company’s business activities, and shutdowns or disruptions of, and cybersecurity attacks on, these systems pose increasing risks. Cybersecurity incidents and network security incidents may include, but are not limited to, attempts to access or unauthorized access of information, exploitation of vulnerabilities (including those of third-party software or systems), computer viruses, ransomware, denial of service and other electronic security incidents. Attacks also include social engineering and cyber extortion to induce customers, contractors, business partners, vendors, employees and other third parties to disclose information, transfer funds, or unwittingly provide access to systems or data. Cyberattacks from computer hackers and cyber criminals and other malicious internet-based activity continue to increase generally, and the company’s services and systems, including the systems of the company’s outsourced service providers, have been and may in the future continue to be the target of various forms of cybersecurity incidents such as DNS attacks, wireless network attacks, viruses and worms, malicious software, ransomware, cyber extortion, misconfigurations, supply chain attacks, application centric attacks, peer-to-peer attacks, phishing attempts, backdoor trojans and distributed denial of service attacks.
The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems change frequently and are growing in sophistication, and these new techniques generally are not detected until after an incident has occurred. Cybersecurity incidents involving the company’s systems, despite established security controls, could result in disruption of the company’s services, misappropriation, misuse, alteration, theft, loss, corruption, leakage, falsification, and accidental or premature release or improper disclosure or misuse of confidential or other information, including intellectual property and personal information (of the company, third parties, employees, clients or others). The company could be exposed to liability, litigation, and regulatory or other government action, as well as the loss of existing or potential customers, damage to the company’s brand and reputation, damage to the company’s competitive position, and other financial loss, any of which could have a material adverse effect on the company’s business, financial condition and results of operations. In addition, the cost and operational consequences of responding to cybersecurity incidents and implementing remediation measures could be significant. In the company’s industry, security vulnerabilities are increasingly discovered, publicized and exploited across a broad range of hardware, software or other infrastructure, elevating the risk of attacks and the potential cost of response and remediation for the company.
Although the company continuously takes significant steps to mitigate cybersecurity risk across a range of functions, such measures can never eliminate the risk entirely or provide absolute security, and the company has experienced and expects to continue to experience cyberattacks on its information systems. While there have not been cybersecurity incidents or vulnerabilities that have had a material adverse effect on the company, there is no assurance that there will not be cybersecurity incidents or vulnerabilities that will have a material adverse effect in the future.
A failure to meet standards or expectations with respect to the company’s environmental, social and governance practices could adversely impact the company’s business and reputation.
Many governmental bodies and current and prospective investors, clients, partners, and employees are increasing their focus on corporate environmental, social and governance (ESG) practices. If the company fails to meet the standards or expectations of any of these groups, the company may suffer reputational damage, the company’s business may be adversely impacted and the company may find it more difficult to recruit or retain key personnel.
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A significant portion of the company’s revenue is derived from operations outside of the United States, and the company is subject to the risks of doing business internationally.
A significant amount of the company’s total revenue is derived from international operations. The risks of doing business internationally include foreign currency exchange rate fluctuations, changing global data privacy regulations, currency restrictions and devaluations, changes in political or economic conditions, increases in inflation rate, trade protection measures, import or export licensing requirements, multiple and possibly overlapping and conflicting tax laws, new tax legislation, weaker intellectual property protections in some jurisdictions and additional legal and regulatory compliance requirements applicable to businesses that operate internationally, including the U.S. Foreign Corrupt Practices Act, economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control, regulations in the European Union such as the General Data Protection Regulation, the U.K. Bribery Act and other U.S. and non-U.S. laws and regulations.
If the company is unable to access the financing markets, it may adversely impact the company’s business and liquidity.
Market conditions may impact the company’s ability to access the financing markets on terms acceptable to the company or at all. If the company is unable to access the financing markets, the company would be required to use cash on hand to fund operations and the company’s required pension contributions and repay outstanding debt as it comes due. There is no assurance that the company will generate sufficient cash to fund its operations and required pension contributions and refinance such debt. A failure by the company to generate such cash would have a material adverse effect on its business if the company were unable to access financing markets and may result in a default with respect to the company’s pension obligation and under the company’s debt agreements. Market conditions may also impact the company’s ability to utilize surety bonds, letters of credit, foreign exchange derivatives or other financial instruments the company uses to conduct its business.
A reduction in the company’s credit rating could adversely affect its business and/or the holders of its securities.
The credit rating agencies rating the company’s indebtedness regularly evaluate the company, and credit ratings are based on a number of factors, including the company’s financial strength and ability to generate earnings, as well as factors not entirely within the company’s control, including conditions affecting the information technology industry and the economy and changes in rating methodologies. There can be no assurance that the company will maintain its current credit ratings. A downgrade of the company’s credit ratings could adversely affect its access to liquidity and capital, and could significantly increase its cost of funds, decrease the number of investors and counterparties willing to lend to the company or purchase its securities and impact the company’s ability to utilize surety bonds or other financial instruments the company uses to conduct its business. This could affect the company’s growth, profitability, and financial condition, including liquidity.
The company’s business may be adversely affected by global economic conditions, acts of war, terrorism, natural disasters or the widespread outbreak of infectious diseases.
If global economic conditions deteriorate, the company could see reductions in demand and increased pressure on revenue and profit margins. The company could also see a further consolidation of clients, which could also result in a decrease in demand. The company’s business could also be affected by acts of war, terrorism, natural disasters and the widespread outbreak of infectious diseases. Geopolitical conditions could escalate, and this could have unpredictable consequences on the world economy and on the company’s business. If, as a result of such an event, the company’s clients in a particular industry were to suffer material adverse impacts, the company may experience a reduction in demand for its services and products from such clients, which may materially and adversely affect the company’s business, results of operations and financial condition.
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A significant disruption in the company’s IT systems could adversely affect the company’s business and reputation.
The company relies extensively on its IT systems to conduct its business and perform services for its clients. The company’s systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses and malicious attacks, cybersecurity incidents and catastrophic events. If the company’s systems are accessed without its authorization, damaged or fail to function properly, the company could incur substantial repair or replacement costs, experience data loss and impediments to its ability to conduct its business, and damage the market’s perception of the company’s services and products. In addition, a disruption could result in the company failing to meet performance standards and obligations in its client contracts, which could subject the company to liability, penalties and contract termination. This may adversely affect the company’s reputation and financial results.
The company may face damage to its reputation or legal liability if its clients are not satisfied with its services or products.
The success of the company’s business is dependent on strong, long-term client relationships and on its reputation for responsiveness and quality. As a result, if a client is not satisfied with the company’s services or products, its reputation could be damaged and its business adversely affected. Allegations by private litigants or regulators of improper conduct, as well as negative publicity and press speculation about the company, whatever the outcome and whether or not valid, may harm its reputation. In addition to harm to reputation, if the company fails to meet its contractual obligations, it could be subject to legal liability, which could adversely affect its business, operating results and financial condition.
The company’s services or products may infringe upon the intellectual property rights of others.
The company cannot be sure that its services and products do not infringe on the intellectual property rights of third parties, and it may have infringement claims asserted against it or against its clients. These claims could cost the company money, prevent it from offering some services or products, or damage its reputation.
Legal proceedings could affect the company’s results of operations or cash flow or may adversely affect the company’s business or reputation.
Various lawsuits, claims, investigations and proceedings have been brought or asserted against the company in the past relating to matters arising 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 matters. The company believes that it has valid defenses with respect to legal matters pending against it. Litigation is inherently unpredictable, however, and it is possible that the company’s results of operations or cash flows could be materially affected in any particular period as a result of future developments of the legal matters pending against it, including the resolution of any such matters. In addition, legal proceedings or environmental matters may arise in the future with respect to the company’s existing and legacy operations that may adversely affect the company’s business or reputation.
TAX ASSETS
The company’s ability to use its net operating loss (NOL) carryforwards and certain other tax attributes may be limited.
A corporation’s ability to deduct its federal NOL carryforwards and utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 of the U.S. Internal Revenue Code (Section 382) if it undergoes an “ownership change” as defined in Section 382 (generally where cumulative stock ownership changes among material shareholders exceed 50 percent during a rolling three-year period). Similar rules may apply under state tax laws. A future tax “ownership change” pursuant to Section 382 or future changes in tax laws that impose tax attribute utilization limitations may severely limit or effectively eliminate the company’s ability to utilize its NOL carryforwards and other tax attributes.
Other factors discussed in this report, although not listed here, also could materially affect the company’s future results.
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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The company will enhance its written policy regarding information escalation for cyber-incidents. In addition, the company completed an assessment of staffing within the company’s incident response team. |
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The company will enhance its disclosure committee (the Disclosure Committee) and the disclosure working group that supports the Disclosure Committee. |
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The company will require all direct reports to the CEO to confirm that they have made the Disclosure Committee aware of any matters under their purview that the Disclosure Committee should be considering in advance of applicable SEC filings. |
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The company will provide training and policies (including any policy revisions) to non-finance executives regarding escalation of significant matters related to SEC reporting requirements. |
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Procedures will be drafted to address the proper handling of information so that the Security & Risk Committee and Audit Committee are properly informed. |
• |
Management has revised its Speak Up Policy to make all associates aware that they have direct access to, and may approach, company executives and the Board of Directors, and that they have access to the company’s whistleblower hotline. |
/s/ Peter A. Altabef |
/s/ Debra McCann | |||
Peter A. Altabef |
Debra McCann | |||
Chair and Chief Executive Officer |
Executive Vice President and Chief Financial Officer | |||
(Principal Financial Officer) |
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Revenue |
||||||||||||
Services |
$ |
$ | $ | |||||||||
Technology |
||||||||||||
Costs and expenses |
||||||||||||
Cost of revenue: |
||||||||||||
Services |
||||||||||||
Technology |
||||||||||||
Selling, general and administrative |
||||||||||||
Research and development |
||||||||||||
Operating income |
||||||||||||
Interest expense |
||||||||||||
Other (expense), net |
( |
) |
( |
) | ( |
) | ||||||
Loss from continuing operations before income taxes |
( |
) |
( |
) | ( |
) | ||||||
(Benefit) provision for income taxes |
( |
) |
||||||||||
Consolidated net loss from continuing operations |
( |
) |
( |
) | ( |
) | ||||||
Net (loss) income attributable to noncontrolling interests |
( |
) |
||||||||||
Net loss from continuing operations attributable to Unisys Corporation |
( |
) |
( |
) | ( |
) | ||||||
Income from discontinued operations, net of tax |
||||||||||||
Net (loss) income attributable to Unisys Corporation |
$ |
( |
) |
$ | $ | ( |
) | |||||
Earnings (loss) per common share attributable to Unisys Corporation |
||||||||||||
Basic |
||||||||||||
Continuing operations |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Discontinued operations |
||||||||||||
Total |
$ |
( |
) |
$ | $ | ( |
) | |||||
Diluted |
||||||||||||
Continuing operations |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Discontinued operations |
||||||||||||
Total |
$ |
( |
) |
$ | $ | ( |
) | |||||
| Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
| Consolidated net loss from continuing operations |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
| Income from discontinued operations, net of tax |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive income (loss) |
||||||||||||
| Foreign currency translation |
( |
) |
||||||||||
| Postretirement adjustments, net of tax of $ |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Total other comprehensive income (loss) |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income (loss) |
( |
) | ||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income (loss) attributable to Unisys Corporation |
$ |
$ | $ | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
As of December 31, |
2021 |
2020 | ||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ |
$ | ||||||
Accounts receivable, net |
||||||||
Contract assets |
||||||||
Inventories |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Properties |
||||||||
Less – Accumulated depreciation and amortization |
||||||||
Properties, net |
||||||||
Outsourcing assets, net |
||||||||
Marketable software, net |
||||||||
Operating lease right-of-use |
||||||||
Prepaid postretirement assets |
||||||||
Deferred income taxes |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Restricted cash |
||||||||
Assets held-for-sale |
||||||||
Other long-term assets |
||||||||
Total assets |
$ |
$ | ||||||
Liabilities and deficit |
||||||||
Current liabilities: |
||||||||
Current maturities of long-term debt |
$ |
$ | ||||||
Accounts payable |
||||||||
Deferred revenue |
||||||||
Other accrued liabilities |
||||||||
Total current liabilities |
||||||||
Long-term debt |
||||||||
Long-term postretirement liabilities |
||||||||
Long-term deferred revenue |
||||||||
Long-term operating lease liabilities |
||||||||
Other long-term liabilities |
||||||||
Commitments and contingencies (see Note 19) |
||||||||
Deficit: |
||||||||
Common stock, par value $ |
||||||||
Accumulated deficit |
( |
) |
( |
) | ||||
Treasury stock, shares at cost: 2021, |
( |
) |
( |
) | ||||
Paid-in capital |
||||||||
Accumulated other comprehensive loss |
( |
) |
( |
) | ||||
Total Unisys Corporation stockholders’ deficit |
( |
) |
( |
) | ||||
Noncontrolling interests |
||||||||
Total deficit |
( |
) |
( |
) | ||||
Total liabilities and deficit |
$ |
$ | ||||||
| Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
| Cash flows from operating activities |
||||||||||||
| Consolidated net loss from continuing operations |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
| Income from discontinued operations, net of tax |
||||||||||||
| Adjustments to reconcile consolidated net income (loss) to net cash provided by (used for) operating activities: |
||||||||||||
| Gain on sale of U.S. Federal business |
( |
) | ||||||||||
| Foreign currency losses |
||||||||||||
| Non-cash interest expense |
||||||||||||
| Debt extinguishment charge |
||||||||||||
| Employee stock compensation |
||||||||||||
| Depreciation and amortization of properties |
||||||||||||
| Depreciation and amortization of outsourcing assets |
||||||||||||
| Amortization of marketable software |
||||||||||||
| Amortization of intangible assets |
||||||||||||
| Other non-cash operating activities |
( |
) |
( |
) | ( |
) | ||||||
| Loss on disposal of capital assets |
||||||||||||
| Postretirement contributions |
( |
) |
( |
) | ( |
) | ||||||
| Postretirement expense |
||||||||||||
| Deferred income taxes, net |
( |
) |
( |
) | ||||||||
| Changes in operating assets and liabilities, excluding the effect of acquisitions: |
||||||||||||
| Receivables, net and contract assets |
( |
) | ( |
) | ||||||||
| Inventories |
||||||||||||
| Other assets |
||||||||||||
| Accounts payable and current liabilities |
( |
) |
( |
) | ||||||||
| Other liabilities |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net cash provided by (used for) operating activities |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Cash flows from investing activities |
||||||||||||
| Purchases of businesses, net of cash acquired |
( |
) |
||||||||||
| Net proceeds from sale of U.S. Federal business |
||||||||||||
| Proceeds from investments |
||||||||||||
| Purchases of investments |
( |
) |
( |
) | ( |
) | ||||||
| Capital additions of properties |
( |
) |
( |
) | ( |
) | ||||||
| Capital additions of outsourcing assets |
( |
) |
( |
) | ( |
) | ||||||
| Investment in marketable software |
( |
) |
( |
) | ( |
) | ||||||
| Net proceeds from sale of properties |
( |
) | ||||||||||
| Other |
( |
) |
( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net cash (used for) provided by investing activities |
( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Cash flows from financing activities |
||||||||||||
| Proceeds from issuance of long-term debt |
||||||||||||
| Payments of long-term debt |
( |
) |
( |
) | ( |
) | ||||||
| Cash paid for debt extinguishment |
( |
) | ( |
) | ||||||||
| Issuance costs relating to long-term debt |
( |
) | ||||||||||
| Proceeds from exercise of stock options |
||||||||||||
| Proceeds from capped call transactions |
||||||||||||
| Other |
( |
) |
( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net cash (used for) provided by financing activities |
( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash |
( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| (Decrease) increase in cash, cash equivalents and restricted cash |
( |
) |
( |
) | ||||||||
| Cash, cash equivalents and restricted cash, beginning of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Cash, cash equivalents and restricted cash, end of year |
$ |
$ | $ | |||||||||
| |
|
|
|
|
|
|||||||
| Unisys Corporation | ||||||||||||||||||||||||||||||||
| Total | Total Unisys Corporation |
Common Stock Par Value |
Accumu- lated Deficit |
Treasury Stock At Cost |
Paid-in Capital |
Accumu- lated Other Compre- hensive Loss |
Non- controlling Interests |
|||||||||||||||||||||||||
Balance at December 31, 2018 |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||
Consolidated net income (loss) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Stock-based activity |
( |
) | ||||||||||||||||||||||||||||||
Debt exchange |
||||||||||||||||||||||||||||||||
Capped call on debt exchange |
||||||||||||||||||||||||||||||||
Translation adjustments |
||||||||||||||||||||||||||||||||
Postretirement plans |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Balance at December 31, 2019 |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||
Consolidated net income |
||||||||||||||||||||||||||||||||
Stock-based activity |
( |
) | ||||||||||||||||||||||||||||||
Translation adjustments |
||||||||||||||||||||||||||||||||
Postretirement plans |
||||||||||||||||||||||||||||||||
Balance at December 31, 2020 |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||
Consolidated net loss |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||
Capped call on conversion of debt |
( |
) |
||||||||||||||||||||||||||||||
Stock-based activity |
( |
) |
||||||||||||||||||||||||||||||
Translation adjustments |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||
Postretirement plans |
||||||||||||||||||||||||||||||||
Balance at December 31, 2021 |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
||||||||||||||
As of December 31, |
2021 |
2020 | ||||||
Cash and cash equivalents |
$ |
$ | ||||||
Restricted cash |
||||||||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows |
$ |
$ | ||||||
Year ended December 31, |
2020* | 2019 | ||||||
Revenue |
$ | $ | ||||||
Income (loss) |
||||||||
Operations |
||||||||
Gain on sale |
||||||||
Income tax provision |
||||||||
Income from discontinued operations, net of tax |
$ | $ | ||||||
| * | Includes results of operations through the March 13, 2020 closing date. |
Receivables |
$ | |||
Prepaid expenses and other current assets |
||||
Properties and other long-term assets |
||||
Operating lease right-of-use |
||||
Accounts payable and accruals |
( |
) | ||
Deferred revenue |
( |
) | ||
Long-term operating lease liabilities |
( |
) | ||
Intangible assets |
||||
Goodwill |
||||
Total |
$ | |||
| Weighted Average Amortization Period in Years |
||||||
Technology |
$ | |||||
Customer Relationships—Software and Software Solutions |
||||||
Customer Relationships—Consulting |
||||||
Total |
$ | |||||
Receivables |
$ | |||
Prepaid expenses and other current assets |
||||
Properties and other long-term assets |
||||
Operating lease right-of-use |
||||
Accounts payable and accruals |
( |
) | ||
Long-term operating lease liabilities |
( |
) | ||
Intangible assets |
||||
Goodwill |
||||
Total |
$ | |||
| Weighted Average Amortization Period in Years |
||||||||
Customer Relationships |
$ | |||||||
Marketing |
||||||||
Total |
$ | |||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Cost of revenue |
||||||||||||
Services |
$ |
( |
) |
$ | $ | |||||||
Technology |
||||||||||||
Selling, general and administrative |
||||||||||||
Research and development |
||||||||||||
Other (expenses), net |
||||||||||||
Total |
$ |
$ | $ | |||||||||
| Total | U.S. | International | ||||||||||
Balance at December 31, 2018 |
$ | $ | $ | |||||||||
Additional provisions |
||||||||||||
Payments |
( |
) | ( |
) | ( |
) | ||||||
Changes in estimates |
( |
) | ( |
) | ( |
) | ||||||
Translation adjustments |
( |
) | ( |
) | ||||||||
Balance at December 31, 2019 |
||||||||||||
Additional provisions |
||||||||||||
Payments |
( |
) | ( |
) | ( |
) | ||||||
Changes in estimates |
( |
) | ( |
) | ( |
) | ||||||
Translation adjustments |
||||||||||||
Balance at December 31, 2020 |
||||||||||||
Additional provisions |
||||||||||||
Payments |
( |
) |
( |
) |
( |
) | ||||||
Changes in estimates |
( |
) |
( |
) |
( |
) | ||||||
Translation adjustments |
( |
) |
( |
) | ||||||||
Balance at December 31, 2021 |
$ |
$ |
$ |
|||||||||
Expected future payments on balance at December 31, 2021: |
||||||||||||
In 2022 |
$ |
$ |
$ |
|||||||||
Beyond 2022 |
||||||||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Operating lease cost |
$ |
$ | $ | |||||||||
Finance lease cost |
||||||||||||
Amortization of right-of-use |
||||||||||||
Interest on lease liabilities |
||||||||||||
Total finance lease cost |
||||||||||||
Short-term lease costs |
||||||||||||
Variable lease cost |
||||||||||||
Sublease income |
( |
) |
( |
) | ( |
) | ||||||
Total lease cost |
$ |
$ | $ | |||||||||
As of December 31, |
2021 |
2020 | ||||||
Operating Leases |
||||||||
Operating lease right-of-use |
$ |
$ | ||||||
Other accrued liabilities |
||||||||
Long-term operating lease liabilities |
||||||||
Total operating lease liabilities |
$ |
$ | ||||||
Finance Leases |
||||||||
Outsourcing assets, net |
$ |
$ | ||||||
Current maturities of long-term debt |
||||||||
Long-term debt |
||||||||
Total finance lease liabilities |
$ |
$ | ||||||
Weighted-Average Remaining Lease Term (in years) |
||||||||
Operating leases |
||||||||
Finance leases |
||||||||
Weighted-Average Discount Rate |
||||||||
Operating leases |
% |
% | ||||||
Finance leases |
% |
% | ||||||
Years ended December 31, |
2021 |
2020 | ||||||
Cash paid for amounts included in the measurement of lease liabilities: |
||||||||
Cash payments for operating leases included in operating activities |
$ |
$ | ||||||
Cash payments for finance leases included in financing activities |
||||||||
Cash payments for finance lease included in operating activities |
||||||||
Years ended December 31, |
2021 |
2020 | ||||||
Operating leases |
$ |
$ | ||||||
Year |
Finance Leases |
Operating Leases |
||||||
2022 |
$ | $ | ||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
Thereafter |
||||||||
Total lease payments |
||||||||
Less imputed interest |
||||||||
Total |
$ | $ | ||||||
Year |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Postretirement expense* |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Debt extinguishment charge |
( |
) | ( |
) | ||||||||
Foreign exchange losses** |
( |
) |
( |
) | ( |
) | ||||||
Environmental costs and other, net |
( |
) |
( |
) | ( |
) | ||||||
Total other (expense), net |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
| * | Includes $ |
| ** | Includes charges of $ |
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Income (loss) from continuing operations before income taxes |
||||||||||||
United States |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Foreign |
( |
) |
||||||||||
Total income (loss) from continuing operations before income taxes |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Provision (benefit) for income taxes |
||||||||||||
Current |
||||||||||||
United States |
$ |
$ | $ | ( |
) | |||||||
Foreign |
||||||||||||
Total |
||||||||||||
Deferred |
||||||||||||
Foreign |
( |
) |
( |
) | ||||||||
Total (benefit) provision for income taxes |
$ |
( |
) |
$ | $ | |||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
United States statutory income tax provision (benefit) |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Income and losses for which no provision or benefit has been recognized |
||||||||||||
Foreign rate differential and other foreign tax expense |
||||||||||||
Income tax withholdings |
||||||||||||
Permanent items |
( |
) |
( |
) | ||||||||
Enacted rate changes |
( |
) |
( |
) | ||||||||
Change in uncertain tax positions |
( |
) |
||||||||||
Change in valuation allowances due to changes in judgment |
( |
) |
( |
) | ||||||||
Income tax credits, U.S. |
( |
) | ( |
) | ||||||||
(Benefit) provision for income taxes |
$ |
( |
) |
$ | $ | |||||||
As of December 31, |
2021 |
2020 | ||||||
Deferred tax assets |
||||||||
Tax loss carryforwards |
$ |
$ | ||||||
Postretirement benefits |
||||||||
Foreign tax credit carryforwards |
||||||||
Other tax credit carryforwards |
||||||||
Deferred revenue |
||||||||
Employee benefits and compensation |
||||||||
Purchased capitalized software |
||||||||
Depreciation |
||||||||
Warranty, bad debts and other reserves |
||||||||
Capitalized costs |
||||||||
Other |
||||||||
Valuation allowance |
( |
) |
( |
) | ||||
Total deferred tax assets |
$ |
$ | ||||||
Deferred tax liabilities |
||||||||
Capitalized research and development |
$ |
$ | ||||||
Other |
||||||||
Total deferred tax liabilities |
$ |
$ | ||||||
Net deferred tax assets |
$ |
$ | ||||||
As of December 31, |
2021 |
|||
U.S. Federal |
$ |
|||
State and local |
||||
Foreign |
||||
Total tax loss carryforwards |
$ |
|||
Year |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Unlimited |
||||
Total |
$ | |||
Year |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Cash paid for income taxes, net of refunds |
$ |
$ | $ | |||||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Balance at January 1 |
$ |
$ | $ | |||||||||
Additions based on tax positions related to the current year |
||||||||||||
Changes for tax positions of prior years |
( |
) |
( |
) | ( |
) | ||||||
Reductions as a result of a lapse of applicable statute of limitations |
( |
) |
( |
) | ( |
) | ||||||
Settlements |
( |
) |
( |
) | ( |
) | ||||||
Changes due to foreign currency |
( |
) |
( |
) | ||||||||
Balance at December 31 |
$ |
$ | $ | |||||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Basic earnings (loss) per common share computation: |
||||||||||||
Net loss from continuing operations attributable to Unisys Corporation |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Income from discontinued operations, net of tax |
— |
|||||||||||
Net (loss) income attributable to Unisys Corporation |
$ |
( |
) |
$ | $ | ( |
) | |||||
Weighted average shares |
||||||||||||
Basic earnings (loss) per share attributable to Unisys Corporation |
||||||||||||
Continuing operations |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Discontinued operations |
— |
|||||||||||
Total |
$ |
( |
) |
$ | $ | ( |
) | |||||
Diluted earnings (loss) per common share computation: |
||||||||||||
Net loss from continuing operations attributable to Unisys Corporation |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Add interest expense on convertible senior notes, net of tax of |
||||||||||||
Net loss from continuing operations attributable to Unisys Corporation for diluted earnings per share |
( |
) |
( |
) | ( |
) | ||||||
Income from discontinued operations, net of tax |
||||||||||||
Net (loss) income attributable to Unisys Corporation for diluted earnings per share |
$ |
( |
) |
$ | $ | ( |
) | |||||
Weighted average shares |
||||||||||||
Plus incremental shares from assumed conversions: |
||||||||||||
Employee stock plans |
||||||||||||
Convertible senior notes |
||||||||||||
Adjusted weighted average shares |
||||||||||||
Diluted earnings (loss) per common share attributable to Unisys Corporation |
||||||||||||
Continuing operations |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
Discontinued operations |
||||||||||||
Total |
$ |
( |
) |
$ | $ | ( |
) | |||||
Anti-dilutive weighted-average stock options and restricted stock units (i) |
||||||||||||
Anti-dilutive weighted-average common shares issuable upon conversion of the (i) (see Note 16, “Debt”) |
||||||||||||
(i) |
Amounts represent shares excluded from the computation of diluted earnings per share, as their effect, if included, would have been anti-dilutive for the periods presented. |
As of December 31, |
2021 |
2020 | ||||||
Contract assets—current |
$ |
$ | ||||||
Contract assets—long-term (i) |
||||||||
Deferred revenue—current |
( |
) |
( |
) | ||||
Deferred revenue—long-term |
( |
) |
( |
) | ||||
(i) |
Reported in other long-term assets on the company’s consolidated balance sheets |
Year ended December 31, |
2021 |
2020 | ||||||
Revenue recognized that was included in deferred revenue at the beginning of the period |
$ |
$ | ||||||
As of December 31, |
2021 |
2020 | ||||||
Deferred commissions |
$ |
$ | ||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Deferred commissions—amortization expense (i) |
$ |
$ | $ | |||||||||
(i) |
Reported in selling, general and administrative expense in the company’s consolidated statements of income (loss) |
As of December 31, |
2021 |
2020 | ||||||
Costs to fulfill a contract |
$ |
$ | ||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Costs to fulfill a contract—amortization expense |
$ |
$ | $ | |||||||||
As of December 31, |
2021 |
2020 | ||||||
Balance Sheet Location |
||||||||
Prepaid expenses and other current assets |
$ |
$ | ||||||
Other accrued liabilities |
||||||||
Total fair value |
$ |
$ | ||||||
Year Ended December 31, |
2021 |
2020 | 2019 | |||||||||
Statement of Income Location |
||||||||||||
Other (expense), net |
$ |
( |
) |
$ | $ | |||||||
As of December 31, |
2021 |
2020 | ||||||
Land |
$ |
$ | ||||||
Buildings |
||||||||
Machinery and office equipment |
||||||||
Internal-use software |
||||||||
Rental equipment |
||||||||
Total properties |
$ |
$ | ||||||
| Total | DWS | C&I | ECS | Other | ||||||||||||||||
Balance at December 31, 2019 |
$ | $ | $ | $ | $ | |||||||||||||||
Translation adjustments |
( |
) | ( |
) | ||||||||||||||||
Balance at December 31, 2020 |
||||||||||||||||||||
Acquisitions (i) |
||||||||||||||||||||
Translation adjustments |
||||||||||||||||||||
Balance at December 31, 2021 |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
(i) |
During 2021, the company acquired Unify Square and Mobinergy resulting in goodwill of $ |
| Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
||||||||||
Technology |
$ | $ | $ |
|||||||||
Customer Relationships |
||||||||||||
Marketing |
||||||||||||
Total |
$ | $ | $ |
|||||||||
Year |
Future Amortization Expense |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
As of December 31, |
2021 |
2020 | ||||||
$ |
$ | |||||||
Finance leases |
||||||||
Other debt |
||||||||
Total |
||||||||
Less – current maturities |
||||||||
Total long-term debt |
$ |
$ | ||||||
As of December 31, |
2021 |
2020 | ||||||
$ |
$ | |||||||
Year |
Total | Long-Term Debt |
Finance Leases |
|||||||||
2022 |
$ | $ | $ | |||||||||
2023 |
||||||||||||
2024 |
||||||||||||
2025 |
||||||||||||
2026 |
||||||||||||
Thereafter |
||||||||||||
Total |
$ | $ | $ | |||||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Cash paid for interest |
$ |
$ | $ | |||||||||
Capitalized interest expense |
$ |
$ | $ | |||||||||
Year ended December 31, |
2021 |
2020 | ||||||
Contractual interest coupon |
$ |
$ | ||||||
Amortization of issuance costs |
||||||||
Total |
$ |
$ | ||||||
Year ended December 31, |
2020 | 2019 | ||||||
Contractual interest coupon |
$ | $ | ||||||
Amortization of issuance costs |
||||||||
Total |
$ | $ | ||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Contractual interest coupon |
$ |
$ | $ | |||||||||
Amortization of debt discount |
||||||||||||
Amortization of debt issuance costs |
||||||||||||
Total |
$ |
$ | $ | |||||||||
As of December 31, |
2021 |
2020 | ||||||
Payrolls and commissions |
$ |
$ | ||||||
Income taxes |
||||||||
Operating leases |
||||||||
Taxes other than income taxes |
||||||||
Accrued vacations |
||||||||
Cost reduction |
||||||||
Postretirement |
||||||||
Accrued interest |
||||||||
Other |
||||||||
Total other accrued liabilities |
$ |
$ | ||||||
| Restricted Stock and RSU’s |
Weighted- Average Grant-Date Fair Value |
|||||||
Outstanding at December 31, 2020 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited and expired |
( |
) | ||||||
Outstanding at December 31, 2021 |
||||||||
Year ended December 31, |
2021 |
2020 | ||||||
Weighted-average fair value of grant |
$ |
$ | ||||||
Risk-free interest rate (i) |
% |
% | ||||||
Expected volatility (ii) |
% |
% | ||||||
Expected life of restricted stock units in years (iii) |
||||||||
Expected dividend yield |
% |
% | ||||||
(i) |
Represents the continuously compounded semi-annual zero-coupon U.S. treasury rate commensurate with the remaining performance period |
(ii) |
Based on historical volatility for the company that is commensurate with the length of the performance period |
(iii) |
Represents the remaining life of the longest performance period |
| U.S. Plans | International Plans | |||||||||||||||
As of December 31, |
2021 |
2020 | 2021 |
2020 | ||||||||||||
Change in projected benefit obligation |
||||||||||||||||
Benefit obligation at beginning of year |
$ |
$ | $ |
$ | ||||||||||||
Service cost |
||||||||||||||||
Interest cost |
||||||||||||||||
Plan participants’ contributions |
||||||||||||||||
Plan curtailment |
( |
) | ||||||||||||||
Plan settlement |
( |
) |
( |
) | ( |
) |
||||||||||
Actuarial loss |
( |
) |
||||||||||||||
Benefits paid |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Foreign currency translation adjustments |
( |
) |
||||||||||||||
Benefit obligation at end of year |
$ |
$ | $ |
$ | ||||||||||||
Change in plan assets |
||||||||||||||||
Fair value of plan assets at beginning of year |
$ |
$ | $ |
$ | ||||||||||||
Actual return on plan assets |
||||||||||||||||
Employer contribution |
||||||||||||||||
Plan participants’ contributions |
||||||||||||||||
Plan settlement |
( |
) |
( |
) | ( |
) |
||||||||||
Benefits paid |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Foreign currency translation adjustments |
( |
) |
||||||||||||||
Fair value of plan assets at end of year |
$ |
$ | $ |
$ | ||||||||||||
Funded status at end of year |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
Amounts recognized in the consolidated balance sheets consist of: |
||||||||||||||||
Prepaid postretirement assets |
$ |
$ | $ |
$ | ||||||||||||
Other accrued liabilities |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Long-term postretirement liabilities |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Total funded status |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
Accumulated other comprehensive loss, net of tax |
||||||||||||||||
Net loss |
$ |
$ | $ |
$ | ||||||||||||
Prior service credit |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
Accumulated benefit obligation |
$ |
$ | $ |
$ | ||||||||||||
As of December 31, |
2021 |
2020 | ||||||
Accumulated benefit obligation |
$ |
$ | ||||||
Fair value of plan assets |
$ |
$ | ||||||
As of December 31, |
2021 |
2020 | ||||||
Projected benefit obligation |
$ |
$ | ||||||
Fair value of plan assets |
$ |
$ | ||||||
| U.S. Plans | International Plans | |||||||||||||||||||||||
Year ended December 31, |
2021 |
2020 | 2019 | 2021 |
2020 | 2019 | ||||||||||||||||||
Service cost (i) |
$ |
$ | $ | $ |
$ | $ | ||||||||||||||||||
Interest cost |
||||||||||||||||||||||||
Expected return on plan assets |
( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ||||||||||||
Amortization of prior service credit |
( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ||||||||||||
Recognized net actuarial loss |
||||||||||||||||||||||||
Curtailment gain |
( |
) | ||||||||||||||||||||||
Settlement loss |
||||||||||||||||||||||||
Net periodic pension cost (income) |
$ |
$ | $ | $ |
$ | $ | ( |
) | ||||||||||||||||
(i) |
Service cost is reported in cost of revenue and selling, general and administrative expenses. All other components of net periodic pension cost are reported in other (expense), net in the consolidated statements of income (loss). |
| U.S. Plans | International Plans | |||||||||||||||||||||||
Year ended December 31, |
2021 |
2020 | 2019 | 2021 |
2020 | 2019 | ||||||||||||||||||
Discount rate |
% |
% | % | % |
% | % | ||||||||||||||||||
Expected long-term rate of return on assets |
% |
% | % | % |
% | % | ||||||||||||||||||
Weighted-average assumptions used to determine benefit obligations at December 31 were as follows: |
||||||||||||||||||||||||
Discount rate |
% |
% | % | % |
% | % | ||||||||||||||||||
| U.S. | International | |||||||||||||||
Asset Category |
Target | Range | Target | Range | ||||||||||||
Equity securities |
% | % | % | % | ||||||||||||
Debt securities |
% | % | % | % | ||||||||||||
Cash |
% | % | % | % | ||||||||||||
Other |
% | % | % | % | ||||||||||||
| Year |
U.S. | International | ||||||
| 2022 |
$ | $ | ||||||
| 2023 |
||||||||
| 2024 |
||||||||
| 2025 |
||||||||
| 2026 |
||||||||
| 2027 - 2030 |
||||||||
| As of December 31, |
2021 |
2020 | ||||||
| Change in accumulated benefit obligation |
||||||||
| Benefit obligation at beginning of year |
$ |
$ | ||||||
| Service cost |
||||||||
| Interest cost |
||||||||
| Plan participants’ contributions |
||||||||
| Amendments |
||||||||
| Actuarial loss (gain) |
( |
) | ||||||
| Benefits paid |
( |
) |
( |
) | ||||
| Foreign currency translation and other adjustments |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Benefit obligation at end of year |
$ |
$ | ||||||
| |
|
|
|
|||||
| Change in plan assets |
||||||||
| Fair value of plan assets at beginning of year |
$ |
$ | ||||||
| Actual return on plan assets |
( |
) |
( |
) | ||||
| Employer contributions |
||||||||
| Plan participants’ contributions |
||||||||
| Benefits paid |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Fair value of plan assets at end of year |
$ |
$ | ||||||
| |
|
|
|
|||||
| Funded status at end of year |
$ |
( |
) |
$ | ( |
) | ||
| |
|
|
|
|||||
| Amounts recognized in the consolidated balance sheets consist of: |
||||||||
| Other accrued liabilities |
$ |
( |
) |
$ | ( |
) | ||
| Long-term postretirement liabilities |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Total funded status |
$ |
( |
) |
$ | ( |
) | ||
| |
|
|
|
|||||
| Accumulated other comprehensive loss, net of tax |
||||||||
| Net loss (income) |
$ |
$ | ( |
) | ||||
| Prior service credit |
( |
) |
( |
) | ||||
| Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
| Service cost (i) |
$ |
$ | $ | |||||||||
| Interest cost |
||||||||||||
| Expected return on assets |
( |
) |
( |
) | ( |
) | ||||||
| Amortization of prior service cost |
( |
) |
( |
) | ( |
) | ||||||
| Recognized net actuarial (gain) loss |
( |
) |
||||||||||
| |
|
|
|
|
|
|||||||
| Net periodic benefit cost |
$ |
( |
) |
$ | $ | |||||||
| |
|
|
|
|
|
|||||||
(i) |
Service cost is reported in selling, general and administrative expenses. All other components of net periodic benefit cost are reported in other (expense), net in the consolidated statements of income (loss). |
| Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
| Discount rate |
% |
% | % | |||||||||
| Expected return on plan assets |
% |
% | % | |||||||||
| Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
| Discount rate |
% |
% | % | |||||||||
| Assumed health care cost trend rates at December 31, |
2021 |
2020 | ||||||
| Health care cost trend rate assumed for next year |
% |
% | ||||||
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) |
% |
% | ||||||
| Year that the rate reaches the ultimate trend rate |
2033 |
2025 | ||||||
| Year |
Expected Payments |
|||
| 2022 |
$ | |||
| 2023 |
||||
| 2024 |
||||
| 2025 |
||||
| 2026 |
||||
| 2027 - 2031 |
||||
| U.S. Plans | International Plans | |||||||||||||||||||||||||||||||
As of December 31, 2021 |
Fair Value |
Level 1 | Level 2 | Level 3 | Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
Pension plans |
||||||||||||||||||||||||||||||||
Equity Securities |
||||||||||||||||||||||||||||||||
Common Stocks |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Debt Securities |
||||||||||||||||||||||||||||||||
U.S. Govt. Securities |
||||||||||||||||||||||||||||||||
Other Fixed Income |
||||||||||||||||||||||||||||||||
Insurance Contracts |
||||||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Real Estate |
||||||||||||||||||||||||||||||||
Real Estate Investment Trusts |
||||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||
Derivatives (i) |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Pooled Funds |
||||||||||||||||||||||||||||||||
Cumulative futures contracts variation margin paid to brokers |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Cash |
||||||||||||||||||||||||||||||||
Receivables |
||||||||||||||||||||||||||||||||
Payables |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Total plan assets in fair value hierarchy |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||
Plan assets measured using NAV as a practical expedient (ii): |
||||||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Equity |
$ |
$ |
||||||||||||||||||||||||||||||
Debt |
||||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||
Private Real Estate |
||||||||||||||||||||||||||||||||
Private Equity |
||||||||||||||||||||||||||||||||
Total pension plan assets |
$ |
$ |
||||||||||||||||||||||||||||||
Other postretirement plans |
||||||||||||||||||||||||||||||||
Insurance Contracts |
$ |
$ |
||||||||||||||||||||||||||||||
(i) |
Level 1 derivatives represent unrealized appreciation or depreciation on open futures contracts. The value of open futures contracts includes derivatives and the cumulative futures contracts variation margin paid to or received from brokers. |
(ii) |
Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table for these investments are included to permit reconciliation of the fair value hierarchy to the total plan assets. |
| U.S. Plans | International Plans | |||||||||||||||||||||||||||||||
As of December 31, 2020 |
Fair Value |
Level 1 | Level 2 | Level 3 | Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
Pension plans |
||||||||||||||||||||||||||||||||
Equity Securities |
||||||||||||||||||||||||||||||||
Common Stocks |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Debt Securities |
||||||||||||||||||||||||||||||||
U.S. Govt. Securities |
||||||||||||||||||||||||||||||||
Other Fixed Income |
||||||||||||||||||||||||||||||||
Insurance Contracts |
||||||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Real Estate |
||||||||||||||||||||||||||||||||
Real Estate Investment Trusts |
||||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||
Derivatives (i) |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Pooled Funds |
||||||||||||||||||||||||||||||||
Cumulative futures contracts variation margin received from brokers |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Cash |
||||||||||||||||||||||||||||||||
Receivables |
||||||||||||||||||||||||||||||||
Payables |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Total plan assets in fair value hierarchy |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Plan assets measured using NAV as a practical expedient (ii): |
||||||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Equity |
$ | $ | ||||||||||||||||||||||||||||||
Debt |
||||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||
Private Real Estate |
||||||||||||||||||||||||||||||||
Private Equity |
||||||||||||||||||||||||||||||||
Total pension plan assets |
$ | $ | ||||||||||||||||||||||||||||||
Other postretirement plans |
||||||||||||||||||||||||||||||||
Insurance Contracts |
$ | $ | ||||||||||||||||||||||||||||||
(i) |
Level 1 derivatives represent unrealized appreciation or depreciation on open futures contracts. The value of open futures contracts includes derivatives and the cumulative futures contracts variation margin received from brokers. |
(ii) |
Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table for these investments are included to permit reconciliation of the fair value hierarchy to the total plan assets. |
| January 1, 2021 |
Realized gains (losses) |
Purchases or acquisitions |
Sales or dispositions |
Currency and unrealized gains (losses) relating to instruments still held at December 31, 2021 |
December 31, 2021 |
|||||||||||||||||||
U.S. plans |
||||||||||||||||||||||||
Other postretirement plans |
||||||||||||||||||||||||
Insurance Contracts |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
$ |
||||||||||||||
International pension plans |
||||||||||||||||||||||||
Insurance Contracts |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
||||||||||||||
| January 1, 2020 |
Realized gains (losses) |
Purchases or acquisitions |
Sales or dispositions |
Currency and unrealized gains (losses) relating to instruments still held at December 31, 2020 |
December 31, 2020 |
|||||||||||||||||||
U.S. plans |
||||||||||||||||||||||||
Other postretirement plans |
||||||||||||||||||||||||
Insurance Contracts |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||
International pension plans |
||||||||||||||||||||||||
Insurance Contracts |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||||||||
| Fair Value | Unfunded Commit- ments |
Redemption Frequency |
Redemption Notice Period Range |
Fair Value | Unfunded Commit- ments |
Redemption Frequency |
Redemption Notice Period Range |
|||||||||||||||||||||||||
U.S. plans |
||||||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Debt |
$ |
$ |
Monthly | $ | $ | Monthly | ||||||||||||||||||||||||||
Other |
Monthly | Monthly | ||||||||||||||||||||||||||||||
Private Real Estate (i) |
Quarterly | Quarterly | ||||||||||||||||||||||||||||||
Private Equity (ii) |
||||||||||||||||||||||||||||||||
Total |
$ |
$ |
$ | $ | ||||||||||||||||||||||||||||
International pension plans |
||||||||||||||||||||||||||||||||
Commingled Funds |
||||||||||||||||||||||||||||||||
Equity |
$ |
$ |
Weekly | |
Up to days |
|
$ | $ | Weekly | |
Up to days |
| ||||||||||||||||||||
Debt |
|
Weekly, Monthly, Quarterly |
|
|
Up to days |
|
|
Weekly, Bimonthly, Monthly, Quarterly |
|
|
Up to days |
| ||||||||||||||||||||
Other |
Monthly | |
Up to days |
| ||||||||||||||||||||||||||||
Private Real Estate |
Monthly | |
Up to days |
| ||||||||||||||||||||||||||||
Total |
$ |
$ |
$ | $ | ||||||||||||||||||||||||||||
(i) |
Includes investments in private real estate funds. The funds invest in U.S. real estate and allow redemptions quarterly, though queues, restrictions and gates may extend the period. A redemption has been requested from |
(ii) |
Includes investments in limited partnerships, which invest primarily in secondary markets and private credit. The investments can never be redeemed. |
| Total | Translation Adjustments |
Postretirement Plans |
||||||||||
Balance at December 31, 2018 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Other comprehensive income before reclassifications |
||||||||||||
Amounts reclassified from accumulated other comprehensive loss |
( |
) | — | ( |
) | |||||||
Current period other comprehensive (loss) income |
( |
) | ( |
) | ||||||||
Balance at December 31, 2019 |
( |
) | ( |
) | ( |
) | ||||||
Other comprehensive income before reclassifications |
||||||||||||
Amounts reclassified from accumulated other comprehensive loss |
( |
) | ( |
) | ( |
) | ||||||
Current period other comprehensive income |
||||||||||||
Balance at December 31, 2020 |
( |
) | ( |
) | ( |
) | ||||||
Other comprehensive income (loss) before reclassifications |
( |
) |
||||||||||
Amounts reclassified from accumulated other comprehensive loss |
||||||||||||
Current period other comprehensive income (loss) |
( |
) |
||||||||||
Balance at December 31, 2021 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Translation Adjustments: |
||||||||||||
Adjustment for substantial completion of liquidation of foreign subsidiaries (i) |
$ |
$ | ( |
) | $ | |||||||
Postretirement Plans: |
||||||||||||
Amortization of prior service cost (ii) |
( |
) |
||||||||||
Amortization of actuarial losses (ii) |
( |
) | ( |
) | ||||||||
Settlement loss (ii) |
( |
) | ( |
) | ||||||||
Total before tax |
( |
) | ( |
) | ||||||||
Income tax benefit |
( |
) |
||||||||||
Total reclassifications for the period |
$ |
$ | ( |
) | $ | ( |
) | |||||
(i) |
Reported in other (expense), net in the consolidated statements of income (loss) |
(ii) |
Included in net periodic postretirement cost (see Note 18, “Employee plans”) |
| Common Stock |
Treasury Stock |
|||||||
Balance at December 31, 2018 |
||||||||
Debt exchange |
||||||||
Stock-based compensation |
||||||||
Balance at December 31, 2019 |
||||||||
Stock-based compensation |
||||||||
Balance at December 31, 2020 |
||||||||
Debt exchange |
||||||||
Stock-based compensation |
||||||||
Balance at December 31, 2021 |
||||||||
| • | Digital Workplace Solutions (DWS), which provides solutions that transform digital workplaces securely and create exceptional end-user experiences; |
| • | Cloud and Infrastructure Solutions (C&I), which provides solutions that drive modern IT service platforms, cloud applications development, intelligent services, and cybersecurity services; and |
| • | Enterprise Computing Solutions (ECS), which provides solutions that harness secure, continuous high-intensity computing and enable digital services through software-defined operating environments. |
| Total Segments | DWS | C&I | ECS | |||||||||||||
2021 |
||||||||||||||||
Customer revenue |
$ |
$ |
$ |
$ |
||||||||||||
Intersegment |
||||||||||||||||
Total revenue |
$ |
$ |
$ |
$ |
||||||||||||
Gross profit |
$ |
$ |
$ |
$ |
||||||||||||
Depreciation and amortization |
$ |
$ |
$ |
$ |
||||||||||||
Total assets |
$ |
$ |
$ |
$ |
||||||||||||
Capital expenditures |
$ |
$ |
$ |
$ |
||||||||||||
2020 |
||||||||||||||||
Customer revenue |
$ | $ | $ | $ | ||||||||||||
Intersegment |
||||||||||||||||
Total revenue |
$ | $ | $ | $ | ||||||||||||
Gross profit |
$ | $ | $ | $ | ||||||||||||
Depreciation and amortization |
$ | $ | $ | $ | ||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
Capital expenditures |
$ | $ | $ | $ | ||||||||||||
2019 |
||||||||||||||||
Customer revenue |
$ | $ | $ | $ | ||||||||||||
Intersegment |
||||||||||||||||
Total revenue |
$ | $ | $ | $ | ||||||||||||
Gross profit |
$ | $ | $ | $ | ||||||||||||
Depreciation and amortization |
$ | $ | $ | $ | ||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
Capital expenditures |
$ | $ | $ | $ | ||||||||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Total segment revenue |
$ |
$ | $ | |||||||||
Other revenue |
||||||||||||
Elimination of intercompany revenue |
( |
) |
( |
) | ||||||||
Total consolidated revenue |
$ |
$ | $ | |||||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Total segment gross profit |
$ |
$ | $ | |||||||||
Other gross profit |
||||||||||||
Total gross profit |
||||||||||||
Selling, general and administrative expense |
( |
) |
( |
) | ( |
) | ||||||
Research and development expense |
( |
) |
( |
) | ( |
) | ||||||
Interest expense |
( |
) |
( |
) | ( |
) | ||||||
Other (expense), net |
( |
) |
( |
) | ( |
) | ||||||
Total loss from continuing operations before income taxes |
$ |
( |
) |
$ | ( |
) | $ | ( |
) | |||
As of December 31, |
2021 |
2020 | 2019 | |||||||||
Total segment assets |
$ |
$ | $ | |||||||||
Other assets |
||||||||||||
Cash and cash equivalents |
||||||||||||
Deferred income taxes |
||||||||||||
Operating lease right-of-use |
||||||||||||
Prepaid postretirement assets |
||||||||||||
Assets of discontinued operations |
||||||||||||
Other corporate assets |
||||||||||||
Total assets |
$ |
$ | $ | |||||||||
Year ended December 31, |
2021 |
2020 | 2019 | |||||||||
Revenue |
||||||||||||
United States |
$ |
$ | $ | |||||||||
United Kingdom |
||||||||||||
Other foreign |
||||||||||||
Total Revenue |
$ |
$ | $ | |||||||||
Properties, net |
||||||||||||
United States |
$ |
$ | $ | |||||||||
Other foreign |
||||||||||||
Total Properties, net |
$ |
$ | $ | |||||||||
Outsourcing assets, net |
||||||||||||
United States |
$ |
$ | $ | |||||||||
United Kingdom |
||||||||||||
Australia |
||||||||||||
Other foreign |
||||||||||||
Total Outsourcing assets, net |
$ |
$ | $ | |||||||||
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Exhibit Number |
Description | |
3.1 |
||
3.2 |
||
3.3 |
||
3.4 |
||
4.1 |
Agreement to furnish to the Commission on request a copy of any instrument defining the rights of the holders of long-term debt which authorizes a total amount of debt not exceeding 10% of the total assets of the Company (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1982 (File No. 1-145)) | |
4.2 |
||
4.3 |
||
4.4 |
||
10.1 |
Form of Indemnification Agreement between Unisys Corporation and each of its Directors (incorporated by reference to Exhibit B to the Company’s Proxy Statement, dated March 22, 1988, for its 1988 Annual Meeting of Stockholders) | |
10.2 |
||
10.3 |
||
10.4 |
||
10.5 |
||
10.6 |
||
10.7 |
||
10.8 |
||
10.9 |
||
10.10 |
||
10.11 |
||
10.12 |
||
10.13 |
||
10.14 |
||
10.15 |
||
10.16 |
||
10.17 |
Unisys Executive Annual Variable Compensation Plan (incorporated by reference to Exhibit A to the Company’s Proxy Statement, dated March 23, 1993, for its 1993 Annual Meeting of Stockholders) | |
10.18 |
||
10.19 |
||
10.20 |
||
10.21 |
||
10.22 |
||
10.23 |
||
10.24 |
||
10.25 |
||
10.26 |
||
10.27 |
||
10.28 |
||
10.29 |
||
10.30 |
||
10.31 |
||
10.32 |
||
10.33 |
||
21 |
||
23.1 |
||
23.2 |
||
24 |
||
31.1 |
||
31.2 |
||
32.1 |
||
32.2 |
||
101 |
The following financial information from Unisys Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income (Loss), (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Deficit, and (vi) Notes to Consolidated Financial Statements | |
104 |
Cover page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL (Inline Extensible Business Reporting Language) document) | |
UNISYS CORPORATION | ||||||
By: |
/s/ Peter A. Altabef | |||||
Peter A. Altabef Chair and Chief Executive Officer | ||||||
Date: November 23, 2022 |
||||||
Table of Contents
Description |
Balance at Beginning of Period |
Additions Charged to Costs and Expenses |
Deductions (i) |
Balance at End of Period |
||||||||||||
Allowance for credit losses (deducted from accounts receivable): |
||||||||||||||||
Year Ended December 31, 2019 |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||
Year Ended December 31, 2020 |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||
Year Ended December 31, 2021 |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
||||||||
(i) |
Includes write-off of bad debts less recoveries, reclassifications from other current liabilities and foreign currency translation adjustments. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-231642, 333-40012, 333-114718, 333-156569, 333-171004, 333-192040, and 333-211020), Form S-3 (No. 333-253565) and Form S-4 (No. 333-74745) of Unisys Corporation of our report dated February 22, 2022, except with respect to our opinion on internal control over financial reporting insofar as it relates to the effects of the matter discussed in the penultimate paragraph of Management’s Report on Internal Control Over Financial Reporting, as to which the date is November 23, 2022 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K/A.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 23, 2022
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-231642, 333-40012, 333-114718, 333-156569, 333-171004, 333-192040, 333-211020) on Form S-8 and in the registration statement (No. 333-253565) on Form S-3ASR and in the registration statement (No. 333-74745) on Form S-4 of our report dated February 22, 2022, except for Note 2 and Note 21, as to which the dates are February 26, 2021 and February 22, 2022, respectively, with respect to the consolidated financial statements and financial statement schedule of Unisys Corporation.
/s/ KPMG LLP
Philadelphia, Pennsylvania
November 23, 2022
Exhibit 31.1
CERTIFICATION
I, Peter A. Altabef, certify that:
1. I have reviewed this annual report on Form 10-K/A of Unisys Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 23, 2022
| /s/ Peter A. Altabef | ||
| Name: | Peter A. Altabef | |
| Title: | Chair and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Debra McCann, certify that:
1. I have reviewed this annual report on Form 10-K/A of Unisys Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 23, 2022
| /s/ Debra McCann | ||
| Name: | Debra McCann | |
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
I, Peter A. Altabef, Chair and Chief Executive Officer of Unisys Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Annual Report on Form 10-K/A of the Company for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 23, 2022
| /s/ Peter A. Altabef |
| Peter A. Altabef |
| Chair and Chief Executive Officer |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
I, Debra McCann, Executive Vice President and Chief Financial Officer of Unisys Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Annual Report on Form 10-K/A of the Company for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 23, 2022
| /s/ Debra McCann |
| Debra McCann |
| Executive Vice President and Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.