UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 28, 2016
_________________________________________________________________________
UNISYS CORPORATION
_________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
_________________________________________________________________________
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
_________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_________________________________________________________________________
(Registrant's telephone number, including area code)
N/A
_________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
\ \ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
\ \ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
\ \ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
\ \ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On January 28, 2016, Unisys Corporation (the "Company") issued a news release
to report its financial results for the quarter and year ended December 31,
2015. The release is furnished as Exhibit 99 to this Current Report.
The information in this Current Report, including the Exhibit attached hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. The information contained herein and in the accompanying
Exhibit shall not be incorporated by reference into any registration statement
or other document filed with the Securities and Exchange Commission by the
Company, whether before or after the date hereof, regardless of any general
incorporation language in such filing, except as shall be expressly set forth
by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is being furnished herewith:
99 News Release, dated January 28, 2016, of Unisys Corporation
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNISYS CORPORATION
Date: January 28, 2016 By: /s/ Janet B. Haugen
-------------------
Janet B. Haugen
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
-------------
Exhibit
No.
------
99 News Release, dated January 28, 2016, of Unisys Corporation
News Release
Investor Contact:
Niels Christensen, 215-986-6651
Niels.Christensen@unisys.com
Media Contact:
Bruce Hight, 512-944-2032
bruce.hight@hkstrategies.com
UNISYS ANNOUNCES FOURTH-QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS
BLUE BELL, Pa., January 28, 2016 -- Unisys Corporation (NYSE: UIS) today
reported fourth quarter and full year 2015 results.
4Q 2015:
* Revenue of $790 million
* Operating profit margin of 2.0 percent; 12.1 percent(1) before cost
reduction charges and other expense of $53 million and pension expense of
$27 million
* Diluted earnings per share of $0.02
* Non-GAAP diluted earnings per share(2) of $1.58
Full Year 2015:
* Revenue of $3,015 million
* Operating profit margin of (1.8) percent; 5.8 percent before cost reduction
charges and other expense of $123 million and pension expense of
$109 million
* Diluted loss per share of ($2.20)
* Non-GAAP diluted earnings per share of $2.26
"Our progress as a provider of higher-value, industry-focused IT solutions
continues," said Unisys President and CEO Peter Altabef. "Our efforts to
reduce costs, sharpen our market focus and enhance our offerings continued to
improve our competitiveness and positioning in the marketplace. In the fourth
quarter, services revenue continued to grow in constant currency, our non-GAAP
operating profitability improved, we made a number of critical leadership
additions, and our Stealth offering continued to gain traction."
SUMMARY OF BUSINESS RESULTS
* Fourth quarter 2015
* Company:
* Revenue of $790 million declined 13 percent year-over-year; down
6 percent in constant currency(3) as Services revenue growth in
Constant currency was offset by lower Technology revenue.
* Overall operating profit margin of 2.0 percent includes cost
reduction charges and other expense and pension expense. Fourth
quarter 2015 non-GAAP operating profit margin was 12.1 percent, an
increase of 100 basis points from the prior year.
* Services:
* Service revenue, which represented 82 percent of total revenue,
declined by 6 percent, growing 2 percent in constant currency; the
fourth consecutive quarter of year-over-year growth in constant
currency principally reflected higher Application Services
revenue.
* Services operating profit margin was 3.6 percent, an increase of
20 basis points from the prior year, reflecting the benefit of
cost reduction actions taken in 2015.
* Technology:
* Technology revenue, which represented 18 percent of total revenue,
declined 35 percent, down 30 percent in constant currency,
reflecting reduced ClearPath Forward(TM) revenue, which can vary
significantly from quarter-to-quarter based on the timing of
license renewals, and lower sales of low-margin third party
equipment.
* Operating profit margin improved to 46.8 percent from 36.1 percent
in the prior year due to a higher proportion of software revenue
and the benefit of operating cost reductions.
* Full Year 2015
* Company:
* Revenue of $3,015 million declined 10 percent year-over-year; down
2 percent in constant currency, reflecting lower Technology
revenue.
* Overall operating profit margin of (1.8) percent includes cost
reduction charges and other expense and pension expense.
* Services:
* Services revenue, which represented 86 percent of total revenue,
declined by 6 percent, growing 2 percent in constant currency. The
growth in constant currency principally reflected higher
Application Services revenue.
* Services operating profit margin was 2.3 percent, a decrease of
110 basis points from the prior year, reflecting the impact of
currency, which offset the benefit of cost reduction actions taken
in 2015.
* Technology:
* Technology revenue, which represented 14 percent of total revenue,
declined 28 percent, down 22 percent in constant currency,
reflecting reduced ClearPath Forward(TM) revenue and lower sales of
low-margin third party equipment.
* Technology operating profit margin improved to 24.8 percent from
21.9 percent in the prior year due to operating cost reductions.
CASH FLOW
* Fourth quarter 2015 free cash flow(4) of $63 million rose 73 percent year-
over-year due principally to lower capital expenditures. Adjusted free cash
flow(5) in fourth quarter 2015 doubled from the prior year to $117 million.
* Full year 2015 free cash flow usage of $213 million, an increase of
$121 million from 2014, included $59 million in cost reduction payments and
the impact of $48 million in delayed receivable payments from a large Public
Sector client, which were not received until January 2016. Adjusted free
cash flow usage of $6 million in 2015 declined $98 million from 2014.
* The company ended 2015 with $365 million in cash.
2016 OUTLOOK
* Unisys will discuss the 2016 outlook during the quarterly earnings
conference call.
CONFERENCE CALL
Unisys will hold a conference call today at 5:30 p.m. Eastern Time to discuss
its results. The listen-only Webcast, as well as the accompanying presentation
materials, can be accessed on the Unisys Investor Web site at
www.unisys.com/investor. Following the call, an audio replay of the Webcast,
and accompanying presentation materials, can be accessed through the same link.
NON-GAAP INFORMATION
Unisys reports its results in accordance with Generally Accepted Accounting
Principles (GAAP) in the United States. However, in an effort to provide
investors with additional perspective regarding the company's results as
determined by GAAP, the company also discusses, in its earnings press release
and/or earnings presentation materials, non-GAAP information which management
believes provides useful information to investors. Management uses
supplemental non-GAAP financial measures internally to understand, manage and
evaluate the business and assess operational alternatives.
Non-GAAP measures are not intended to be considered in isolation or as
substitutes for results determined in accordance with GAAP and should be read
only in conjunction with our consolidated financial statements prepared in
accordance with GAAP. (See GAAP to non-GAAP reconciliations attached.)
(1) Non-GAAP operating profit - During the fourth quarter and full year 2015,
Unisys recorded pretax pension expense and a pretax charge in connection with
cost reduction actions and other expense. In order to provide investors with
additional understanding of the company's operating results, these changes are
excluded from the operating profit.
(2) Non-GAAP diluted earnings per share - During the fourth quarter and full
year 2015, Unisys recorded pension expense, net of tax, and a charge, net of
tax, in connection with cost reduction actions and other expense. In an effort
to provide investors with a perspective on the company's earnings without
these charges, they are excluded from the non-GAAP diluted earnings/loss per
share calculations.
(3) Constant currency - The company refers to growth rates in constant
currency or on a constant currency basis so that the business results can be
viewed without the impact of fluctuations in foreign currency exchange rates
to facilitate comparisons of the company's business performance from one
period to another. Constant currency is calculated by retranslating current
and prior period results at a consistent rate.
(4) Free cash flow - The company defines free cash flow as cash flow from
operations less capital expenditures. Management believes this measure gives
investors an additional perspective on cash flow from operating activities in
excess of amounts required for reinvestment.
(5) Adjusted free cash flow - Adjusted free cash flow provides free cash flow
before the company's pension contributions or cost reduction payments in an
effort to provide investors with a perspective on the company's free cash flow
generation before these items.
ABOUT UNISYS
Unisys is a global information technology company that works with many of the
world's largest companies and government organizations to solve their most
pressing IT and business challenges. Unisys specializes in providing
integrated, leading-edge solutions to clients in the government, financial
services and commercial markets. With more than 20,000 employees serving
clients around the world, Unisys offerings include cloud and infrastructure
services, application services, security solutions, and high-end server
technology. For more information, visit www.unisys.com.
FORWARD-LOOKING STATEMENTS
Any statements contained in this release that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited
to, any projections of earnings, revenues, or other financial items; any
statements of the company's plans, strategies or objectives for future
operations; statements regarding future economic conditions or performance;
and any statements of belief or expectation. All forward-looking statements
rely on assumptions and are subject to various risks and uncertainties that
could cause actual results to differ materially from expectations. Risks and
uncertainties that could affect the company's future results include the
company's ability to effectively anticipate and respond to volatility and
rapid technological innovation in its industry; the company's ability to
maintain and grow its technology business; the company's ability to improve
margins in its services business; the company's ability to drive efficiencies
across all of its operations; the company's significant pension obligations
and requirements to make significant cash contributions to its defined benefit
plans; financial market conditions that may inhibit the company's ability to
access capital and credit markets to address its liquidity needs; the
company's ability to attract, motivate and retain experienced and
knowledgeable personnel in key positions; the potential adverse effects of
aggressive competition in the information services and technology marketplace;
the company's ability to retain significant clients; the company's contracts
may not be as profitable as expected or provide the expected level of
revenues; cybersecurity breaches could result in significant costs and could
harm the company's business and reputation; a significant disruption in the
company's IT systems could adversely affect the company's business and
reputation; the company may face damage to its reputation or legal liability
if its clients are not satisfied with its services or products; the
performance and capabilities of third parties with whom the company has
commercial relationships; the adverse effects of global economic conditions,
acts of war, terrorism or natural disasters; contracts with U.S. governmental
agencies may subject the company to audits, criminal penalties, sanctions and
other expenses and fines; the risks of doing business internationally when a
significant portion of the company's revenue is derived from international
operations; the potential for intellectual property infringement claims to be
asserted against the company or its clients; the possibility that pending
litigation could affect the company's results of operations or cash flow; the
business and financial risk in implementing future dispositions or
acquisitions; and the company's consideration of all available information
following the end of the year and before the filing of the Form 10-K and the
possible impact of this subsequent event information on its financial
statements for the reporting period. Additional discussion of factors that
could affect the company's future results is contained in its periodic filings
with the Securities and Exchange Commission. The company assumes no obligation
to update any forward-looking statements.
###
RELEASE NO.: 0128/9388
Unisys and other Unisys products and services mentioned herein, as well as
their respective logos, are trademarks or registered trademarks of Unisys
Corporation. Any other brand or product referenced herein is acknowledged to
be a trademark or registered trademark of its respective holder.
UNISYS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Millions, except per share data)
Three Months Year
Ended December 31 Ended December 31
------------------ ------------------
2015 2014 2015 2014
-------- -------- -------- --------
Revenue
Services $649.1 $688.7 * $2,605.6 $2,785.7 *
Technology 140.8 217.1 * 409.5 570.7 *
-------- -------- -------- --------
789.9 905.8 3,015.1 3,356.4
Costs and expenses
Cost of revenue:
Services 592.0 573.9 * 2,306.7 2,337.8 *
Technology 38.9 87.2 * 167.5 240.8 *
-------- -------- -------- --------
630.9 661.1 2,474.2 2,578.6
Selling, general and
administrative 130.0 144.0 519.6 554.1
Research and development 13.2 18.3 76.4 68.8
-------- -------- -------- --------
774.1 823.4 3,070.2 3,201.5
-------- -------- -------- --------
Operating profit (loss) 15.8 82.4 (55.1) 154.9
Interest expense 3.6 2.6 11.9 9.2
Other income (expense),
net 0.2 8.8 8.2 (0.2)
-------- -------- -------- --------
Income (loss) before
income taxes 12.4 88.6 (58.8) 145.5
Provision for income
taxes 11.1 23.9 44.4 86.2
-------- -------- -------- --------
Consolidated net income
(loss) 1.3 64.7 (103.2) 59.3
Net income attributable
to noncontrolling
interests 0.2 2.9 6.7 12.6
-------- -------- -------- --------
Net income (loss) attributable
to Unisys Corporation 1.1 61.8 (109.9) 46.7
Preferred stock dividend - - - 2.7
-------- -------- -------- --------
Net income (loss) attributable
to Unisys Corporation
common shareholders $1.1 $61.8 ($109.9) $44.0
======== ======== ======== ========
Earnings (loss) per common share attributable
to Unisys Corporation
Basic $ .02 $ 1.24 ($ 2.20) $ .89
======== ======== ======== ========
Diluted $ .02 $ 1.24 ($ 2.20) $ .89
======== ======== ======== ========
Shares used in the per share
computations (thousands):
Basic 49,937 49,689 49,905 49,280
Diluted 50,049 49,948 49,905 49,584
* Changed to conform with the 2015 presentation.
UNISYS CORPORATION
SEGMENT RESULTS
(Unaudited)
(Millions)
Elimi-
Total nations Services Technology
-------- -------- -------- ----------
Three Months Ended
December 31, 2015
------------------
Customer revenue $789.9 $649.1 $140.8
Intersegment ($8.4) - 8.4
-------- -------- -------- --------
Total revenue $789.9 ($8.4) $649.1 $149.2
======== ======== ======== ========
Gross profit percent 20.1% 16.2% 68.4%
======== ======== ========
Operating profit
percent 2.0% 3.6% 46.8%
======== ======== ========
Three Months Ended
December 31, 2014 *
------------------
Customer revenue $905.8 $688.7 $217.1
Intersegment ($35.5) - 35.5
-------- -------- -------- --------
Total revenue $905.8 ($35.5) $688.7 $252.6
======== ======== ======== ========
Gross profit percent 27.0% 17.9% 58.2%
======== ======== ========
Operating profit
percent 9.1% 3.4% 36.1%
======== ======== ========
Year Ended
December 31, 2015
------------------
Customer revenue $3,015.1 $2,605.6 $409.5
Intersegment ($49.0) 0.1 48.9
-------- -------- -------- --------
Total revenue $3,015.1 ($49.0) $2,605.7 $458.4
======== ======== ======== ========
Gross profit percent 17.9% 15.8% 55.3%
======== ======== ========
Operating profit
(loss) percent (1.8%) 2.3% 24.8%
======== ======== ========
Year Ended
December 31, 2014 *
------------------
Customer revenue $3,356.4 $2,785.7 $570.7
Intersegment ($58.4) 0.3 58.1
-------- -------- -------- --------
Total revenue $3,356.4 ($58.4) $2,786.0 $628.8
======== ======== ======== ========
Gross profit percent 23.2% 17.4% 55.3%
======== ======== ========
Operating profit
percent 4.6% 3.4% 21.9%
======== ======== ========
* Changed to conform with the 2015 presentation.
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Millions)
December 31, December 31,
2015 2014
---------- ----------
Assets
Current assets
Cash and cash equivalents $365.2 $494.3
Accounts and notes receivable, net 581.6 619.3
Inventories
Parts and finished equipment 20.9 22.2
Work in process and materials 22.9 24.5
Deferred income taxes 24.1 16.4
Prepaid expense and other
current assets 121.0 140.6
---------- ----------
Total 1,135.7 1,317.3
---------- ----------
Properties 876.6 1,059.4
Less accumulated depreciation
and amortization 722.8 890.7
---------- ----------
Properties, net 153.8 168.7
---------- ----------
Outsourcing assets, net 182.0 150.9
Marketable software, net 138.5 144.1
Prepaid postretirement assets 45.1 19.9
Deferred income taxes 114.5 154.6
Goodwill 177.4 183.9
Other long-term assets 196.2 209.3
---------- ----------
Total $2,143.2 $2,348.7
========== ==========
Liabilities and deficit
Current liabilities
Notes payable $65.8 $0.0
Current maturities of long-term debt 11.0 1.8
Accounts payable 219.3 262.5
Deferred revenue 335.1 348.3
Other accrued liabilities 339.3 385.1
---------- ----------
Total 970.5 997.7
---------- ----------
Long-term debt 235.5 222.2
Long-term postretirement liabilities 2,111.3 2,369.9
Long-term deferred revenue 123.3 119.5
Other long-term liabilities 81.2 91.8
Commitments and contingencies
Total deficit (1,378.6) (1,452.4)
---------- ----------
Total $2,143.2 $2,348.7
========== ==========
UNISYS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions)
Year Ended
December 31
------------------
2015 2014
------- -------
Cash flows from operating activities
Consolidated net (loss) income ($103.2) $59.3
Add (deduct) items to reconcile consolidated net (loss)
income to net cash provided by operating activities:
Foreign currency transaction loss 8.4 7.4
Employee stock compensation 9.4 10.4
Depreciation and amortization of properties 57.5 52.0
Depreciation and amortization of
outsourcing assets 55.7 58.1
Amortization of marketable software 66.9 58.5
Other non-cash operating activities 4.6 7.8
Disposals of capital assets 9.7 1.8
Gain on sale of business - (0.7)
Pension contributions (148.3) (183.4)
Pension expense 108.7 73.8
Decrease in deferred
income taxes, net 1.2 24.8
Increase in receivables, net (11.5) (14.3)
(Increase) decrease in inventories (3.7) 6.3
(Decrease) increase in accounts payable
and other accrued liabilities (61.1) 14.4
Decrease in other liabilities (7.5) (31.1)
Decrease (increase) in other assets 14.4 (23.7)
------- -------
Net cash provided by operating activities 1.2 121.4
------- -------
Cash flows from investing activities
Proceeds from investments 3,831.6 5,654.0
Purchases of investments (3,806.2) (5,640.3)
Investment in marketable software (62.1) (73.6)
Capital additions of properties (49.6) (53.3)
Capital additions of outsourcing assets (102.0) (85.9)
Other 10.4 3.8
------- -------
Net cash used for investing activities (177.9) (195.3)
------- -------
Cash flows from financing activities
Purchases of common stock - (35.7)
Payments of long-term debt (10.4) -
Dividends paid on preferred shares - (4.0)
Proceeds from exercise of stock options 3.7 3.4
Proceeds from issuance of long-term debt 31.8 -
Net proceeds from short-term borrowings 65.8 -
Financing fees (.3) (.6)
------- -------
Net cash provided by (used for)
financing activities 90.6 (36.9)
------- -------
Effect of exchange rate changes on cash
and cash equivalents (43.0) (34.7)
------- -------
Decrease in cash and cash equivalents (129.1) (145.5)
Cash and cash equivalents, beginning of
period 494.3 639.8
------- -------
Cash and cash equivalents, end of period $365.2 $494.3
======= =======
(1)
UNISYS CORPORATION
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited)
(Millions, except per share data)
Three Months Ended Year Ended
December 31, 2015 December 31, 2015
------------------ -----------------
GAAP net income (loss)
attributable to Unisys Corporation
common shareholders $1.1 ($109.9)
Cost reduction and other expense,
net of tax 51.5 116.5
Pension expense, net of tax 26.7 106.6
-------- --------
Non-GAAP net income
attributable to Unisys Corporation
common shareholders 79.3 113.2
Add preferred stock dividend 0.0 0.0
-------- --------
Non-GAAP net income
attributable to Unisys
Corporation for diluted
earnings per share $79.3 $113.2
======== ========
Weighted average
shares (thousands) 49,937 49,905
Plus incremental shares from assumed conversion:
Employee stock plans 112 150
Preferred stock 0 0
-------- --------
GAAP adjusted weighted
average shares 50,049 50,055
======== ========
Diluted earnings per share
GAAP basis
GAAP net income (loss)
attributable to Unisys
Corporation for diluted
earnings per share $1.1 ($109.9)
Divided by adjusted weighted
average shares 50,049 49,905
GAAP earnings (loss)
per diluted share $ .02 ($ 2.20)
======== ========
Non-GAAP basis
Non-GAAP net income
attributable to Unisys
Corporation for diluted
earnings per share $79.3 $113.2
Divided by Non-GAAP adjusted
weighted average shares 50,049 50,055
Non-GAAP earnings
per diluted share $ 1.58 $ 2.26
======== ========
(2)
UNISYS CORPORATION
RECONCILIATION OF GAAP OPERATING PROFIT TO NON-GAAP
OPERATING PROFIT
(Unaudited)
(Millions)
Three Months Year
Ended December 31 Ended December 31
----------------- -----------------
2015 2014 2015 2014
-------- -------- -------- --------
GAAP operating profit
(loss) $15.8 $82.4 ($55.1) $154.9
Cost reduction and other
expense 52.5 0.0 122.5 0.0
FAS87 pension expense 27.2 18.3 108.7 73.8
-------- -------- -------- --------
Non-GAAP operating profit $95.5 $100.7 $176.1 $228.7
======== ======== ======== ========
Customer Revenue $789.9 $905.8 $3,015.1 $3,356.4
GAAP operating profit
(loss) % 2.0% 9.1% (1.8%) 4.6%
Non-GAAP operating profit % 12.1% 11.1% 5.8% 6.8%
(3)
UNISYS CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP
(Unaudited)
(Millions)
FREE CASH FLOW
--------------
Three Months Year
Ended December 31 Ended December 31
----------------- -----------------
2015 2014 2015 2014
-------- -------- -------- --------
Cash provided by
operations $109.7 $105.5 $1.2 $121.4
Additions to marketable
software (15.3) (17.5) (62.1) (73.6)
Additions to properties (9.4) (11.4) (49.6) (53.3)
Additions to outsourcing
assets (21.6) (40.0) (102.0) (85.9)
-------- -------- -------- --------
Free Cash Flow 63.4 36.6 (212.5) (91.4)
Pension funding 32.7 22.1 148.3 183.4
Cost reduction funding 20.9 - 58.5 -
-------- -------- -------- --------
Free cash flow before
pension & cost reduction
funding $117.0 $58.7 ($5.7) $92.0
======== ======== ======== ========