SEC Filing | Unisys Corporation

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uis-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 1-8729

UNISYS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						38-0387840
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

801 Lakeview Drive, Suite 100

Blue Bell, Pennsylvania 19422

(215) 986-4011

(Address, zip code and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	UIS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of Common Stock outstanding as of June 30, 2022: 67,786,237

UNISYS CORPORATION

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		Page Number
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Income (Loss)	2
	Consolidated Statements of Comprehensive Income (Loss)	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Cash Flows	5
	Consolidated Statements of Deficit	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	31
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 6.	Exhibits	33

Exhibit Index		34
Signatures		35

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)

(Millions, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue
Services	$	400.3	$	430.5	$	792.4	$	850.9
Technology	114.7		86.8		169.3		176.2
	515.0		517.3		961.7		1,027.1
Costs and expenses
Cost of revenue
Services	322.1		337.9		643.4		676.6
Technology	44.8		37.2		82.8		69.1
	366.9		375.1		726.2		745.7
Selling, general and administrative	109.6		94.6		214.0		184.6
Research and development	4.8		6.8		11.3		12.4
	481.3		476.5		951.5		942.7
Operating income	33.7		40.8		10.2		84.4
Interest expense	8.3		8.4		16.7		18.5
Other (expense), net	(21.9)		(227.8)		(42.9)		(410.4)
Earnings (loss) before income taxes	3.5		(195.4)		(49.4)		(344.5)
Provision for (benefit from) income taxes	20.3		(53.1)		24.4		(44.7)
Consolidated net loss	(16.8)		(142.3)		(73.8)		(299.8)
Net income (loss) attributable to noncontrolling interests	0.3		(1.5)		0.6		(1.2)
Net loss attributable to Unisys Corporation	$	(17.1)	$	(140.8)	$	(74.4)	$	(298.6)


Loss per share attributable to Unisys Corporation



Basic	$	(0.25)	$	(2.10)	$	(1.10)	$	(4.54)



Diluted	$	(0.25)	$	(2.10)	$	(1.10)	$	(4.54)

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021


Consolidated net loss	(16.8)		(142.3)		$	(73.8)	$	(299.8)
Other comprehensive income (loss)
Foreign currency translation	(95.6)		16.8		(113.3)		(0.3)
Postretirement adjustments, net of tax of $14.1 and $20.8 in 2022 and $34.7 and $37.8 in 2021	88.4		143.0		145.7		345.2
Total other comprehensive (loss) income	(7.2)		159.8		32.4		344.9
Comprehensive (loss) income	(24.0)		17.5		(41.4)		45.1
Less comprehensive income (loss) attributable to noncontrolling interests	0.3		(0.8)		(0.6)		0.3
Comprehensive (loss) income attributable to Unisys Corporation	$	(24.3)	$	18.3	$	(40.8)	$	44.8

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Millions)


	June 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	380.1	$	552.9
Accounts receivable, net	427.3		451.7
Contract assets	39.9		42.0
Inventories	12.7		7.6
Prepaid expenses and other current assets	94.1		78.8
Total current assets	954.1		1,133.0
Properties	462.6		468.0
Less-accumulated depreciation and amortization	381.9		381.5
Properties, net	80.7		86.5
Outsourcing assets, net	92.8		124.6
Marketable software, net	170.1		176.2
Operating lease right-of-use assets	56.7		62.7
Prepaid postretirement assets	160.5		159.7
Deferred income taxes	109.9		125.3
Goodwill	286.8		315.0
Intangible assets, net	57.2		34.9
Restricted cash	9.2		7.7
Assets held-for-sale	20.0		20.0
Other long-term assets	156.4		173.9
Total assets	$	2,154.4	$	2,419.5
Liabilities and deficit
Current liabilities:
Current maturities of long-term-debt	$	17.8	$	18.2
Accounts payable	149.2		180.2
Deferred revenue	227.5		253.2
Other accrued liabilities	251.3		300.9

Total current liabilities	645.8		752.5
Long-term debt	501.8		511.2
Long-term postretirement liabilities	884.5		976.2
Long-term deferred revenue	137.4		150.7
Long-term operating lease liabilities	40.4		46.1
Other long-term liabilities	43.0		47.2
Commitments and contingencies (see Note 15)
Deficit:
Common stock, shares issued: 2022; 73.3, 2021; 72.5	0.7		0.7
Accumulated deficit	(1,483.4)		(1,409.0)
Treasury stock, shares at cost: 2022; 5.5, 2021; 5.3	(155.9)		(152.2)
Paid-in capital	4,721.9		4,710.9
Accumulated other comprehensive loss	(3,230.5)		(3,264.1)
Total Unisys Corporation stockholders’ deficit	(147.2)		(113.7)
Noncontrolling interests	48.7		49.3
Total deficit	(98.5)		(64.4)
Total liabilities and deficit	$	2,154.4	$	2,419.5

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Millions)


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities
Consolidated net loss	$	(73.8)	$	(299.8)

Adjustments to reconcile consolidated net loss to net cash used for operating activities:


Foreign currency losses	0.4		1.2
Non-cash interest expense	0.7		1.2
Employee stock compensation	10.3		7.0
Depreciation and amortization of properties	19.2		15.2
Depreciation and amortization of outsourcing assets	36.0		33.2
Amortization of marketable software	29.6		34.4
Amortization of intangible assets	5.3		0.5
Other non-cash operating activities	0.2		(0.2)
Loss on disposal of capital assets	0.6		1.2
Postretirement contributions	(25.1)		(32.1)
Postretirement expense	22.7		394.7
Deferred income taxes, net	3.1		(65.2)
Changes in operating assets and liabilities, excluding the effect of acquisitions:
Receivables, net and contract assets	22.7		96.1
Inventories	(5.4)		7.4
Other assets	(9.3)		(5.5)
Accounts payable and current liabilities	(108.2)		(207.2)
Other liabilities	4.3		16.9
Net cash used for operating activities	(66.7)		(1.0)
Cash flows from investing activities
Purchase of businesses, net of cash acquired	(0.3)		(150.1)

Proceeds from investments	1,668.0		2,261.6
Purchases of investments	(1,697.6)		(2,262.4)
Investment in marketable software	(23.6)		(29.7)
Capital additions of properties	(14.0)		(12.0)
Capital additions of outsourcing assets	(6.5)		(8.7)
Other	(0.4)		(0.4)
Net cash used for investing activities	(74.4)		(201.7)
Cash flows from financing activities
Payments of long-term debt	(11.2)		(95.4)

Proceeds from issuance of long-term debt	—		1.5

Proceeds from exercise of stock options	—		3.7
Other	(3.8)		(7.7)
Net cash used for financing activities	(15.0)		(97.9)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(15.2)		0.1
Decrease in cash, cash equivalents and restricted cash	(171.3)		(300.5)
Cash, cash equivalents and restricted cash, beginning of period	560.6		906.7
Cash, cash equivalents and restricted cash, end of period	$	389.3	$	606.2

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF DEFICIT (Unaudited)

(Millions)


			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, 2021	$	(64.4)	$	(113.7)	$	0.7	$	(1,409.0)	$	(152.2)	$	4,710.9	$	(3,264.1)	$	49.3
Consolidated net (loss) income	(57.0)		(57.3)				(57.3)								0.3


Stock-based activity	2.2		2.2						(3.5)		5.7
Translation adjustments	(17.7)		(14.9)										(14.9)		(2.8)
Postretirement plans	57.3		55.7										55.7		1.6
Balance at March 31, 2022	$	(79.6)	$	(128.0)	$	0.7	$	(1,466.3)	$	(155.7)	$	4,716.6	$	(3,223.3)	$	48.4
Consolidated net income (loss)	(16.8)		(17.1)				(17.1)								0.3
Stock-based activity	5.1		5.1						(0.2)		5.3
Translation adjustments	(95.6)		(92.3)										(92.3)		(3.3)
Postretirement plans	88.4		85.1										85.1		3.3
Balance at June 30, 2022	$	(98.5)	$	(147.2)	$	0.7	$	(1,483.4)	$	(155.9)	$	4,721.9	$	(3,230.5)	$	48.7


			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, 2020	$	(312.1)	$	(356.8)	$	0.7	$	(960.5)	$	(114.4)	$	4,656.9	$	(3,939.5)	$	44.7
Consolidated net (loss) income	(157.5)		(157.8)				(157.8)								0.3
Capped call on conversion of notes	—		—						(30.8)		30.8
Stock-based activity	(1.3)		(1.3)						(6.7)		5.4
Translation adjustments	(17.1)		(17.9)										(17.9)		0.8
Postretirement plans	202.2		202.2										202.2		—
Balance at March 31, 2021	$	(285.8)	$	(331.6)	$	0.7	$	(1,118.3)	$	(151.9)	$	4,693.1	$	(3,755.2)	$	45.8
Consolidated net loss	(142.3)		(140.8)				(140.8)								(1.5)
Stock-based activity	4.5		4.5						(0.2)		4.7
Translation adjustments	16.8		16.4										16.4		0.4
Postretirement plans	143.0		142.7										142.7		0.3
Balance at June 30, 2021	$	(263.8)	$	(308.8)	$	0.7	$	(1,259.1)	$	(152.1)	$	4,697.8	$	(3,596.1)	$	45.0

See notes to consolidated financial statements

UNISYS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars in millions, except share and per share amounts)

Note 1 - Basis of Presentation

The accompanying consolidated financial statements and footnotes of Unisys Corporation have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The financial statements and footnotes are unaudited. In the opinion of management, the financial information furnished herein reflects all adjustments necessary for a fair statement of the results of operations, comprehensive income (loss), financial position, cash flows and deficit for the interim periods specified. These adjustments consist only of normal recurring accruals except as disclosed herein. Because of seasonal and other factors, results for interim periods are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and the reported amounts of revenue and expenses. Such estimates include the valuation of estimated credit losses, contract assets, operating lease right-of-use assets, outsourcing assets, marketable software, goodwill, purchased intangibles and other long-lived assets, legal contingencies, assumptions used in the calculation for systems integration projects, income taxes and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

The company’s accounting policies are set forth in detail in Note 1 of the Notes to Consolidated Financial Statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission. Such Annual Report also contains a discussion of the company’s critical accounting policies and estimates. The company believes that these critical accounting policies and estimates affect its more significant estimates and judgments used in the preparation of the company’s consolidated financial statements.

Note 2 - Accounting Standards

Effective January 1, 2022, the company adopted Accounting Standards Update (ASU) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This guidance requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Deferred revenue acquired in a business combination is no longer required to be measured at its fair value, which had historically resulted in a deferred revenue impairment at the date of acquisition. The company will adopt this guidance for acquisitions completed on or after January 1, 2022.

Note 3 - Acquisitions

On December 14, 2021, the company acquired 100% of CompuGain LLC (CompuGain), a leading cloud solutions provider, for a purchase price consideration of $85.3 million on a cash-free, debt-free basis. The company funded the cash consideration and acquisition-related costs with cash on hand.

The acquisition enhanced the company’s delivery of rapid and agile cloud migration, application modernization and data value realization to our clients.

The fair values of the total net assets acquired was as follows:



Receivables	$	7.8
Prepaid expenses and other current assets	0.7
Properties and other long-term assets	0.2
Operating lease right-of-use assets	0.2
Accounts payable and accruals	(7.4)

Long-term operating lease liabilities	(0.1)
Intangible assets	45.9
Goodwill	38.0
Total	$	85.3

During the three months ended June 30, 2022, the company finalized its valuation of assets acquired and liabilities assumed resulting in measurement period adjustments that decreased goodwill by $27.5 million primarily related to an increase of $27.6 million in the fair value of the acquired intangible assets.

Goodwill is the excess of the purchase price consideration over the fair value of the underlying intangible assets and net liabilities assumed. The goodwill represents expected synergies, intellectual capital and the acquired assembled workforce, none of which qualify for recognition as a separate intangible asset. Goodwill determined by the allocation of the purchase price was recorded in the company’s Cloud, Applications and Infrastructure Solutions segment and is deductible for tax purposes.

The following table summarizes the fair value of the intangible assets acquired and the related weighted average amortization period:


	Weighted Average Amortization Period in Years	Fair Value

Customer relationships	12.0	$	44.6
Trademark	4.0	1.3
Total		$	45.9

The company’s consolidated financial statements include the results of CompuGain commencing as of the acquisition date. Revenue and earnings for CompuGain have not been presented as the impact is not material to the company’s consolidated financial statements.

For the six months ended June 30, 2022, the company incurred and expensed acquisition-related costs of $0.4 million, Acquisition-related costs are included within selling, general and administrative expenses on the consolidated statements of income (loss).

Note 4 - Cost-Reduction Actions

During the three months ended June 30, 2022, the company recognized net cost-reduction charges and other costs of $3.1 million. The credit related to work-force reductions was $0.3 million for changes in estimates. In addition, the company recorded charges of $3.4 million comprised of a charge of $1.8 million for net foreign currency losses related to exiting foreign countries, a charge of $0.9 million for asset impairments and a charge of $0.7 million for other expenses related to cost-reduction efforts.

During the three months ended June 30, 2021, the company recognized net cost-reduction charges and other costs of $5.1 million. The net credits related to work-force reductions were $0.3 million, principally related to severance costs, and were comprised of: (a) a charge of $2.9 million and (b) a credit of $3.2 million for changes in estimates. In addition, the company recorded net charges of $5.4 million comprised of a credit of $0.7 million for net foreign currency gains related to exiting foreign countries, a charge of $4.4 million for asset impairments and a charge of $1.7 million for other expenses related to cost-reduction efforts.

During the six months ended June 30, 2022, the company recognized net cost-reduction charges and other costs of $6.1 million. The credit related to work-force reductions was $0.9 million for changes in estimates. In addition, the company recorded net charges of $7.0 million comprised of a charge of $2.9 million for net foreign currency losses related to exiting foreign countries, a charge of $4.7 million for asset impairments and a credit of $0.6 million for changes in estimates related to cost-reduction efforts.

During the six months ended June 30, 2021, the company recognized net cost-reduction charges and other costs of $13.6 million. The net credits related to work-force reductions were $1.9 million, principally related to severance costs, and were comprised of: (a) a charge of $5.8 million and (b) a credit of $7.7 million for changes in estimates. In addition, the company recorded charges of $15.5 million comprised of $1.6 million for net foreign currency losses related to exiting foreign countries, $6.8 million for asset impairments and $7.1 million for other expenses related to cost-reduction efforts.

The charges (credits) were recorded in the following statement of income (loss) classifications:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenue	$	0.8	$	2.8	$	3.5	$	1.1
Selling, general and administrative	0.5		2.6		(0.2)		8.8
Research and development	—		0.4		(0.1)		2.1
Other (expense), net	1.8		(0.7)		2.9		1.6
Total	$	3.1	$	5.1	$	6.1	$	13.6

Liabilities and expected future payments related to the company’s work-force reduction actions are as follows:


	Total		U.S.		International
Balance at December 31, 2021	$	16.3	$	5.7	$	10.6

Payments	(6.4)		(2.8)		(3.6)
Changes in estimates	(0.9)		(0.9)		—
Translation adjustments	(0.7)		—		(0.7)
Balance at June 30, 2022	$	8.3	$	2.0	$	6.3
Expected future utilization on balance at June 30, 2022:
Short-term	$	8.3	$	2.0	$	6.3

Note 5 - Pension and Postretirement Benefits

Net periodic pension expense (income) is presented below:


	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	Total		U.S. Plans		International Plans		Total		U.S. Plans		International Plans
Service cost(i)	$	0.5	$	—	$	0.5	$	0.5	$	—	$	0.5
Interest cost	39.1		29.0		10.1		38.4		29.4		9.0
Expected return on plan assets	(67.3)		(47.4)		(19.9)		(68.4)		(48.5)		(19.9)
Amortization of prior service benefit	(1.3)		(0.7)		(0.6)		(1.4)		(0.6)		(0.8)
Recognized net actuarial loss	41.9		32.3		9.6		46.6		34.6		12.0
Settlement losses (ii)	—		—		—		210.7		—		210.7
Net periodic pension expense (income)	$	12.9	$	13.2	$	(0.3)	$	226.4	$	14.9	$	211.5


	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Total		U.S. Plans		International Plans		Total		U.S. Plans		International Plans
Service cost(i)	$	1.0	$	—	$	1.0	$	1.7	$	—	$	1.7
Interest cost	78.0		57.3		20.7		78.0		58.8		19.2
Expected return on plan assets	(135.7)		(94.9)		(40.8)		(142.5)		(99.9)		(42.6)
Amortization of prior service benefit	(2.6)		(1.3)		(1.3)		(2.7)		(1.2)		(1.5)
Recognized net actuarial loss	82.8		63.0		19.8		92.8		67.8		25.0
Settlement losses (ii) (iii)	—		—		—		368.7		158.0		210.7
Net periodic pension expense (income)	$	23.5	$	24.1	$	(0.6)	$	396.0	$	183.5	$	212.5


(i)Service cost is reported in selling, general and administrative expense. All other components of net periodic pension expense are reported in other (expense), net in the consolidated statements of income (loss).
(ii)In the second quarter of 2021, the company’s primary pension plan related to its Dutch subsidiary was transferred to a multi-client circle within a multi-employer fund. This action resulted in a pre-tax settlement loss of $182.6 million for both the three and six months ended June 30, 2021. Additionally, the company’s Swiss subsidiary transferred its defined benefit pension plans to a multiple-employer collective foundation. This action resulted in a pre-tax settlement loss of $28.1 million for both the three and six months ended June 30, 2021.
(iii)In January 2021, the company purchased a group annuity contract to transferred projected benefit obligations related to its U.S. defined benefit pension plans. This action resulted in a pre-tax settlement loss of $158.0 million.

In 2022, the company expects to make cash contributions of approximately $39.3 million primarily for the company’s international defined benefit pension plans. In 2021, the company made cash contributions of $52.4 million to its worldwide defined benefit pension plans. During the six months ended June 30, 2022 and 2021, the company made cash contributions of $23.3 million and $30.3 million, respectively.

At the end of each year, the company estimates its future cash contributions to its U.S. qualified defined benefit pension plans based on year-end pension data and assumptions. Any material deterioration in the value of the company’s U.S. qualified defined benefit pension plan assets, as well as changes in pension legislation, discount rate changes, asset return changes, or changes in economic or demographic trends, could require the company to make cash contributions to its U.S. defined benefit pension plans.

Net periodic postretirement benefit income is presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Service cost(i)	$	0.1	$	0.1	$	0.1	$	0.2
Interest cost	0.5		0.4		1.0		0.8
Expected return on assets	(0.1)		(0.1)		(0.2)		(0.2)
Recognized net actuarial gain	(0.5)		(0.7)		(1.0)		(1.3)
Amortization of prior service cost	(0.4)		(0.4)		(0.7)		(0.8)
Net periodic postretirement benefit income	$	(0.4)	$	(0.7)	$	(0.8)	$	(1.3)


(i)Service cost is reported in selling, general and administrative expense. All other components of net periodic postretirement benefit expense are reported in other (expense), net in the consolidated statements of income (loss).

The company expects to make cash contributions of approximately $6 million to its postretirement benefit plan in 2022. In 2021, the company made cash contributions of $4.0 million to its postretirement benefit plan. For the six months ended June 30, 2022 and 2021, the company made cash contributions of $1.8 million each period.

Note 6 - Stock Compensation

Under stockholder approved stock-based plans, stock options, stock appreciation rights, restricted stock and restricted stock units may be granted to officers, directors and other key employees.

As of June 30, 2022, the company has granted non-qualified stock options, restricted stock and restricted stock units under these plans. The company recognizes compensation cost, net of a forfeiture rate, in selling, general and administrative expense, and recognizes compensation cost only for those awards expected to vest. The company estimates the forfeiture rate based on its historical experience and its expectations about future forfeitures.

During the six months ended June 30, 2022 and 2021, the company recorded $10.3 million and $7.0 million of share-based restricted stock and restricted stock unit compensation expense, respectively.

Restricted stock and restricted stock unit awards may contain time-based units, performance-based units, total shareholder return market-based units, or a combination of these units. Each performance-based and market-based unit will vest into zero to two shares depending on the degree to which the performance or market conditions are met. Compensation expense for performance-based awards is recognized as expense ratably for each installment from the date of grant until the date the restrictions lapse and is based on the fair market value at the date of grant and the probability of achievement of the specific performance-related goals. Compensation expense for market-related awards is recognized as expense ratably over the measurement period, regardless of the actual level of achievement, provided the service requirement is met. Restricted stock unit grants for the company’s directors vest upon award and compensation expense for such awards is recognized upon grant.

A summary of restricted stock and restricted stock unit (RSU) activity for the six months ended June 30, 2022 follows (shares in thousands):


	Restricted Stock and RSU	Weighted- Average Grant-Date Fair Value
Outstanding at December 31, 2021	2,124	$	22.73
Granted	1,159	24.75
Vested	(785)	22.22
Forfeited and expired	(126)	24.75
Outstanding at June 30, 2022	2,372	23.78

The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units granted during the six months ended June 30, 2022 and 2021 was $26.7 million and $32.2 million, respectively. The fair value of restricted stock and restricted stock units with time and performance conditions was determined based on the trading price of the company’s common shares on the date of grant. The fair value of awards with market conditions was estimated using a Monte Carlo simulation with the following weighted-average assumptions:


	Six Months Ended June 30,
	2022			2021
Weighted-average fair value of grant	$	34.14		$	40.02
Risk-free interest rate(i)	1.72		%	0.27		%
Expected volatility(ii)	57.71		%	57.08		%
Expected life of restricted stock units in years(iii)	2.85			2.84
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.

As of June 30, 2022, there was $39.5 million of total unrecognized compensation cost related to outstanding restricted stock and restricted stock units granted under the company’s plans. That cost is expected to be recognized over a weighted-average period of 2.4 years. The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units vested during the six months ended June 30, 2022 and 2021 was $16.6 million and $14.7 million, respectively.

Common stock issued upon the lapse of restrictions on restricted stock and restricted stock units are newly issued shares. In light of its tax position, the company is currently not recognizing any tax benefits from the issuance of stock upon lapse of restrictions on restricted stock and restricted stock units.

Note 7 - Other (expense), net

Other (expense), net is comprised of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Postretirement expense*	$	(11.9)	$	(225.1)	$	(21.6)	$	(392.8)

Foreign exchange (losses) gains**