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UNISYS CORP

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

UIS$2.69+9.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0000746838-25-000020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0000746838-25-000030

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 117 previous paragraphs and 114 current paragraphs.

51 unchanged; 49 reworded; 14 added; 14 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

In September 2025, the company purchased a group annuity contract, with plan assets, for approximately $316 million to transfer projected benefit obligations related to approximately 3,150 retirees of one of the company’s U.S. defined benefit pension plans. This action resulted in a pre-tax settlement loss of $227.7 million for the three and nine months ended September 30, 2025.

Current report

During the three months ended September 30, 2025, the company recognized net cost-reduction charges of $1.0 million related to workforce reductions, which were comprised of: (i) a charge of $1.6 million for severance costs and (ii) a credit of $0.6 million for changes in estimates.

Current report

For the three months ended September 30, 2025, the company reported an operating loss of $33.5 million compared with an operating profit of $7.5 million in the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, operating (loss) profit included goodwill impairment charges of $55.0 million and $39.1 million, respectively, related to the DWS reportable segment (see Note 10 of the Notes to Consolidated Financial Statements for details on the goodwill impairment).

Current report

The loss before income taxes for the three months ended September 30, 2025 was $292.9 million, compared with a loss of $8.6 million for the three months ended September 30, 2024. The loss before income taxes for the three months ended September 30, 2025 included a U.S. pension plan settlement loss of $227.7 million. Additionally, for the three months ended September 30, 2025 and 2024, loss before income taxes included goodwill impairment charges of $55.0 million and $39.1 million, respectively, related to the DWS reportable segment.

Current report

The net loss attributable to Unisys Corporation for the three months ended September 30, 2025 was $308.9 million, or $4.33 per diluted share, compared with a net loss of $61.9 million, or $0.89 per diluted share, for the three months ended September 30, 2024. The net loss for the three months ended September 30, 2025 included a U.S. pension plan settlement loss net of tax of $227.7 million and a goodwill impairment charge of $55.0 million related to the DWS reportable segment. For the three months ended September 30, 2024, net loss attributable to Unisys Corporation included a goodwill impairment charge of $39.1 million related to the DWS reportable segment and a tax provision of $29.0 million established for certain foreign subsidiaries for which the company is no longer asserting indefinite reinvestment of earnings.

Current report

Nine months ended September 30, 2025 compared with the nine months ended September 30, 2024

Current report

Ex-L&S revenue for the nine months ended September 30, 2025 was $1,133.9 million compared with $1,183.2 million for the nine months ended September 30, 2024, a decrease of 4.2%. The decrease was primarily driven by lower volume with clients in the DWS and CA&I segments.

Current report

Ex-L&S gross profit and gross profit margin for the nine months ended September 30, 2025 were $204.1 million and 18.0%, respectively, compared with $215.7 million and 18.2% for the nine months ended September 30, 2024, respectively.

Current report

For the nine months ended September 30, 2025, the company reported an operating profit of $1.9 million compared with an operating profit of $48.8 million for the prior-year period. For the nine months ended September 30, 2025 and 2024, operating profit included goodwill impairment charges of $55.0 million and $39.1 million, respectively, related to the DWS reportable segment.

Current report

Interest expense for the nine months ended September 30, 2025 was $34.6 million compared with $23.7 million for the nine months ended September 30, 2024. The increase was primarily due to increased long-term debt balance and higher interest rate following the issuance of $700.0 million aggregate principal amount of the 2031 Notes in June 2025.

Current report

DWS revenue was $125.3 million for the three months ended September 30, 2025 and $130.9 million for the three months ended September 30, 2024, a decrease of 4.3%. The decrease in revenue was primarily driven by lower volume with clients, partially offset by revenue from new business with both new and existing clients. Foreign currency fluctuations had a 2 percentage-point positive impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 16.2% in the current period compared with 16.3% in the prior-year period.

Current report

Nine months ended September 30, 2025 compared with the nine months ended September 30, 2024

Current report

For the three months and nine ended September 30, 2025, total TCV was $415 million and $1.3 billion, respectively, an increase of 15% and 8%, respectively, compared to the prior-year periods. The increase in both periods was primarily driven by the timing of renewals.

Current report

In September 2025, the company purchased a group annuity contract, with plan assets, for approximately $316 million to transfer projected benefit obligations related to approximately 3,150 retirees of one of the company’s U.S. defined benefit pension plans. This action resulted in a pre-tax settlement loss of $227.7 million for both the three and nine months ended September 30, 2025. This annuity contract purchase transaction is the first step in the company's plan to reduce approximately $600 million of U.S. qualified defined benefit pension plan liabilities through the end of 2026.
Removed paragraphs (14)

Previous report

On June 27, 2025, the company completed a private offering of $700.0 million aggregate principal amount of its 10.625% Senior Secured Notes due 2031 (the 2031 Notes). The net proceeds from the issuance of the 2031 Notes, together with cash on hand, were used to repurchase for cash any and all of its outstanding 6.875% Senior Secured Notes due November 1, 2027 (the 2027 Notes) tendered in a concurrent tender offer, to satisfy and discharge the remaining 2027 Notes not tendered in the concurrent tender offer (which will be redeemed on or about November 1, 2025), and for the payment of related premiums, fees and expenses. Additionally, the company used the net proceeds from the issuance of the 2031 Notes, together with cash on hand, to fund a portion of the company’s U.S. defined benefit pension plans deficit and postretirement liabilities totaling $250 million.

Previous report

For the three months ended June 30, 2025, the company reported an operating profit of $30.3 million compared with an operating profit of $23.6 million in the three months ended June 30, 2024. The increase was primarily driven by reduction in selling, general and administrative expense, as discussed above.

Previous report

The company had no income or loss before income taxes for the three months ended June 30, 2025 due to the factors discussed above. For the three months ended June 30, 2024, income before income taxes was $6.3 million.

Previous report

The net loss attributable to Unisys Corporation for the three months ended June 30, 2025 was $20.1 million, or $0.28 per diluted share, compared with a net loss of $12.0 million, or $0.17 per diluted share, for the three months ended June 30, 2024. The net loss for the three months ended June 30, 2025 included a loss on debt extinguishment of $6.8 million related to the repurchase, satisfaction and discharge of the 2027 Notes.

Previous report

Six months ended June 30, 2025 compared with the six months ended June 30, 2024

Previous report

Ex-L&S revenue for the six months ended June 30, 2025 was $756.7 million compared with $790.7 million for the six months ended June 30, 2024, a decrease of 4.3%. The decrease was primarily driven by lower volume with clients.

Previous report

Ex-L&S gross profit and gross profit margin for the six months ended June 30, 2025 were $133.9 million and 17.7%, respectively, compared with $145.4 million and 18.4% for the six months ended June 30, 2024, respectively. The decrease was primarily driven by higher cost reduction charges, partially offset by delivery improvement and labor cost savings initiatives. Additionally, prior year Ex-L&S gross profit margin was impacted by a benefit from the resolution of a contractual dispute with a former client.

Previous report

For the six months ended June 30, 2025, the company reported an operating profit of $35.4 million compared with an operating profit of $41.3 million for the prior-year period. The decrease was primarily driven by lower gross profit, partially offset by lower selling, general and administrative expense as discussed above.

Previous report

Interest expense for the six months ended June 30, 2025 was $16.4 million compared with $15.8 million for the six months ended June 30, 2024.

Previous report

DWS revenue was $138.1 million for the three months ended June 30, 2025 and $132.1 million for the three months ended June 30, 2024, an increase of 4.5%. The increase in revenue was primarily driven by new business, including higher hardware revenue. Foreign currency fluctuations had a negligible impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 16.9% in the current period compared with 16.2% in the prior-year period. The increase in gross profit was primarily driven by delivery improvement and labor cost savings initiatives.

Previous report

Six months ended June 30, 2025 compared with the six months ended June 30, 2024

Previous report

Total TCV was $437 million for the three months ended June 30, 2025 and $462 million for the three months ended June 30, 2024, a decrease of 5% primarily driven by a shift in timing in Ex-L&S New Business, partially offset by Ex-L&S renewals.

Previous report

Total TCV was $871 million for the six months ended June 30, 2025 and $832 million for the six months ended June 30, 2024, an increase of 5% primarily driven by an increase in Ex-L&S New Business and Ex L&S renewals.

Previous report

The company estimates that the interest expense on an annual basis, including the amortization of debt issuance costs, related to the 2031 Notes will be approximately $76.9 million.
Reworded paragraphs (49)

Previous wording

For the three months ended June 30, 2025, the company reported net loss attributable to Unisys Corporation of $20.1 million, or $0.28 per diluted share, compared with a loss of $12.0 million, or $0.17 per diluted share, for the three months ended June 30, 2024. The net loss for the three months ended June 30, 2025 included a loss on debt extinguishment of $6.8 million.

Current wording

For the three months ended September 30, 2025, the company reported net loss attributable to Unisys Corporation of $308.9 million, or $4.33 per diluted share, compared with a loss of $61.9 million, or $0.89 per diluted share, for the three months ended September 30, 2024. The net loss for the three months ended September 30, 2025 included a U.S. pension plan settlement loss net of tax of $227.7 million. Additionally, the net loss for the three months ended September 30, 2025 and 2024 included goodwill impairment charges of $55.0 million and $39.1 million, respectively, related to the Digital Workplace Solutions (DWS) reportable segment.

Previous wording

For the six months ended June 30, 2025, the company reported net loss attributable to Unisys Corporation of $49.6 million, or $0.70 per diluted share, compared with a loss of $161.5 million, or $2.34 per diluted share, for the six months ended June 30, 2024. The net loss for the six months ended June 30, 2024 included $132.3 million of a U.S. pension plan settlement loss.

Current wording

For the nine months ended September 30, 2025, the company reported net loss attributable to Unisys Corporation of $358.5 million, or $5.06 per diluted share, compared with a loss of $223.4 million, or $3.23 per diluted share, for the nine months ended September 30, 2024. The net loss for the nine months ended September 30, 2025 and 2024 included U.S. pension plan settlement losses net of tax of $227.7 million and $132.3 million, respectively, and goodwill impairment charges of $55.0 million and $39.1 million, respectively, related to the DWS reportable segment.

Previous wording

Revenue for the three months ended June 30, 2025 was $483.3 million compared with $478.2 million for the three months ended June 30, 2024, an increase of 1.1% from the prior-year period. Foreign currency fluctuations had a negligible impact on revenue in the current period compared with the prior-year period.

Current wording

Revenue for the three months ended September 30, 2025 was $460.2 million compared with $497.0 million for the three months ended September 30, 2024, a decrease of 7.4% from the prior-year period. Foreign currency fluctuations had a 2 percentage-point positive impact on revenue in the current period compared with the prior-year period. The decrease was primarily driven by the timing of software license renewals.

Previous wording

License and Support (L&S) represents software license and related support services, primarily ClearPath Forward®, within the company's Enterprise Computing Solutions (ECS) segment. For the three months ended June 30, 2025, L&S revenue was $87.6 million compared to $82.1 million for the three months ended June 30, 2024, an increase of 6.7%. The increase was primarily driven by the timing of software license renewals.

Current wording

License and Support (L&S) represents software license and related support services, primarily ClearPath Forward®, within the company's Enterprise Computing Solutions (ECS) segment. Software license renewals tend to be significant and impactful to revenue and gross profit based on timing, which can fluctuate considerably from quarter to quarter. For the three months ended September 30, 2025, L&S revenue was $83.0 million compared to $104.5 million for the three months ended September 30, 2024, a decrease of 20.6%. The decrease was primarily driven by the timing of software license renewals.

Previous wording

Excluding License and Support (Ex-L&S) measures exclude revenue, gross profit and gross profit margin in connection with software license and related support services within the ECS segment. Ex-L&S revenue for the three months ended June 30, 2025 was $395.7 million compared with $396.1 million for the three months ended June 30, 2024, a decrease of 0.1%.

Current wording

Excluding License and Support (Ex-L&S) measures exclude revenue, gross profit and gross profit margin in connection with software license and related support services within the ECS segment. Ex-L&S revenue for the three months ended September 30, 2025 was $377.2 million compared with $392.5 million for the three months ended September 30, 2024, a decrease of 3.9%. The decrease was primarily driven by lower volume with clients in the DWS and Cloud, Applications & Infrastructure Solutions (CA&I) reportable segments.

Previous wording

Revenue from international operations for the three months ended June 30, 2025 was $287.8 million compared with $273.8 million for the three months ended June 30, 2024, an increase of 5.1%. Foreign currency had a negligible impact on international revenue in the current period compared with the prior-year period. Revenue from U.S. operations for the three months ended June 30, 2025 was $195.5 million compared with $204.4 million for the three months ended June 30, 2024, a decrease of 4.4%.

Current wording

Revenue from international operations for the three months ended September 30, 2025 was $280.0 million compared with $286.7 million for the three months ended September 30, 2024, a decrease of 2.3%. Foreign currency had a 3 percentage-point positive impact on international revenue in the current period compared with the prior-year period. Revenue from U.S. operations for the three months ended September 30, 2025 was $180.2 million compared with $210.3 million for the three months ended September 30, 2024, a decrease of 14.3%.

Previous wording

During the three months ended June 30, 2024, the company recognized net cost-reduction charges and other costs of $0.6 million. The net credit related to workforce reductions was $0.7 million and was comprised of: (i) a credit of $1.0 million for changes in estimates and (ii) a charge of $0.3 million for severance costs. The company recorded charges of $1.3 million comprised of $1.2 million for net foreign currency losses related to exiting foreign countries and $0.1 million for other expenses related to other cost-reduction efforts.

Current wording

During the three months ended September 30, 2024, the company recognized net cost-reduction charges and other costs of $1.6 million. The net charges related to workforce reductions was $2.0 million and was comprised of: (i) a charge of $2.5 million for severance costs and (ii) a credit of $0.5 million for changes in estimates. The company recorded a net credit of $0.4 million comprised of a credit of $0.7 million for net foreign currency gains related to exiting foreign countries and a charge of $0.3 million for other expenses related to other cost-reduction efforts.

Previous wording

Gross profit and gross profit margin were $130.0 million and 26.9% in the three months ended June 30, 2025, respectively, compared with $129.9 million and 27.2% for the three months ended June 30, 2024, respectively.

Current wording

Gross profit and gross profit margin were $117.2 million and 25.5% in the three months ended September 30, 2025, respectively, compared with $145.0 million and 29.2% for the three months ended September 30, 2024, respectively. The decrease was primarily driven by the timing of software license renewals.

Previous wording

Ex-L&S gross profit and gross profit margin for the three months ended June 30, 2025 were $69.7 million and 17.6%, respectively, compared with $74.2 million and 18.7% for the three months ended June 30, 2024, respectively. The decrease was primarily driven by higher cost reduction charges, partially offset by improvement within the company's operating segments.

Current wording

Ex-L&S gross profit and gross profit margin for the three months ended September 30, 2025 were $70.2 million and 18.6%, respectively, compared with $70.3 million and 17.9% for the three months ended September 30, 2024, respectively.

Previous wording

Selling, general and administrative expense in the three months ended June 30, 2025 was $93.6 million (19.4% of revenue) compared with $101.4 million (21.2% of revenue) for the three months ended June 30, 2024. The decrease was primarily driven by lower expense due to realized benefits from the company’s previous cost reduction actions and reduced professional services expense.

Current wording

Selling, general and administrative expense in the three months ended September 30, 2025 was $90.9 million (19.8% of revenue) compared with $91.9 million (18.5% of revenue) for the three months ended September 30, 2024.

Previous wording

Research and development expense for the three months ended June 30, 2025 and 2024 was $6.1 million and $4.9 million, respectively.

Current wording

Research and development expense for the three months ended September 30, 2025 and 2024 was $4.8 million and $6.5 million, respectively.

Previous wording

Interest expense for the three months ended June 30, 2025 and 2024 was $8.2 million and $7.9 million, respectively.

Current wording

Interest expense for the three months ended September 30, 2025 and 2024 was $18.2 million and $7.9 million, respectively. The increase was primarily due to increased long-term debt balance and higher interest rate following the issuance of $700.0 million aggregate principal amount of 10.625% Senior Secured Notes due 2031 (the 2031 Notes) in June 2025.

Previous wording

Other (expense), net was expense of $22.1 million for the three months ended June 30, 2025 compared with expense of $9.4 million for the three months ended June 30, 2024. Other (expense), net for the three months ended June 30, 2025 included a loss on debt extinguishment of $6.8 million related to the repurchase, satisfaction and discharge of the 2027 Notes. See Note 5 of the Notes to Consolidated Financial Statements for details of other (expense), net.

Current wording

Other (expense), net was expense of $241.2 million for the three months ended September 30, 2025 compared with expense of $8.2 million for the three months ended September 30, 2024. Other (expense), net for the three months ended September 30, 2025 included a U.S. pension plan settlement loss of $227.7 million. See Note 5 of the Notes to Consolidated Financial Statements for details of other (expense), net.

Previous wording

The provision for income taxes was $20.0 million for the three months ended June 30, 2025 compared with a provision of $18.8 million for the three months ended June 30, 2024. The change in the tax provision was primarily driven by the geographic distribution of income. The effective tax rate for the three months ended June 30, 2025 is not a meaningful measure due to the lack of pre-tax income or loss. The effective tax rate for the three months ended June 30, 2024 was 298.4% primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S. and jurisdictions with no valuation allowance that are subject to tax.

Current wording

The provision for income taxes was $16.3 million for the three months ended September 30, 2025 compared with a provision of $53.3 million for the three months ended September 30, 2024. The change in the tax provision was primarily driven by the geographic distribution of income and the prior year provision included a provision of $29.0 million established for certain foreign subsidiaries for which the company is no longer asserting indefinite reinvestment of earnings. The effective tax rate for the three months ended September 30, 2025 and 2024 was (5.6)% and (619.8)%, respectively, primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S., jurisdictions with no valuation allowance that are subject to tax and the prior year change in the company’s indefinite reinvestment assertion of the earnings in certain foreign subsidiaries.

Previous wording

Revenue for the six months ended June 30, 2025 was $915.4 million compared with $966.0 million for the six months ended June 30, 2024, a decrease of 5.2% from the prior-year period. The decrease was primarily due to the timing of software license renewals and lower volume with clients. Foreign currency fluctuations had a 1 percentage-point negative impact on revenue in the current period compared with the prior-year period.

Current wording

Revenue for the nine months ended September 30, 2025 was $1,375.6 million compared with $1,463.0 million for the nine months ended September 30, 2024, a decrease of 6.0% from the prior-year period. The decrease was primarily due to the timing of software license renewals and lower volume with clients. Foreign currency fluctuations had a negligible impact on revenue in the current period compared with the prior-year period.

Previous wording

For the six months ended June 30, 2025, L&S revenue was $158.7 million compared to $175.3 million for the six months ended June 30, 2024, a decrease of 9.5%. The decrease was primarily driven by the timing of software license renewals.

Current wording

For the nine months ended September 30, 2025, L&S revenue was $241.7 million compared to $279.8 million for the nine months ended September 30, 2024, a decrease of 13.6%. The decrease was primarily driven by the timing of software license renewals.

Previous wording

Revenue from international operations for the six months ended June 30, 2025 was $534.0 million, compared with $549.3 million for the six months ended June 30, 2024, a decrease of 2.8% from the prior-year period. Foreign currency had a 3 percentage-point negative impact on international revenue in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Revenue from U.S. operations for the six months ended June 30, 2025 was $381.4 million, compared with $416.7 million for the three months ended June 30, 2024, a decrease of 8.5% from the prior-year period.

Current wording

Revenue from international operations for the nine months ended September 30, 2025 was $814.0 million, compared with $836.0 million for the nine months ended September 30, 2024, a decrease of 2.6% from the prior-year period. Foreign currency had a 1 percentage-point negative impact on international revenue in the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. Revenue from U.S. operations for the nine months ended September 30, 2025 was $561.6 million, compared with $627.0 million for the three months ended September 30, 2024, a decrease of 10.4% from the prior-year period.

Previous wording

During the six months ended June 30, 2025, the company recognized net cost-reduction charges and other costs of $2.0 million. The net charges related to workforce reductions were $1.2 million and were comprised of: (i) a charge of $5.2 million for severance costs and (ii) a credit of $4.0 million for changes in estimates. The company recorded net charges of $0.8 million comprised of a charge of $3.2 million for an asset write-off, a charge of $0.3 million for other expenses related to cost-reduction efforts and a net credit of $2.7 million for net foreign currency gains related to exiting foreign countries.

Current wording

During the nine months ended September 30, 2025, the company recognized net cost-reduction charges and other costs of $3.0 million. The net charges related to workforce reductions were $2.2 million and were comprised of: (i) a charge of $6.8 million for severance costs and (ii) a credit of $4.6 million for changes in estimates. The company recorded net charges of $0.8 million comprised of a charge of $3.2 million for an asset write-off, a charge of $0.3 million for other expenses related to cost-reduction efforts and a net credit of $2.7 million for net foreign currency gains related to exiting foreign countries.

Previous wording

During the six months ended June 30, 2024, the company recognized net cost-reduction charges and other costs of $6.9 million. The net charges related to workforce reductions were $5.9 million and were comprised of: (i) a charge of $9.7 million for severance costs and (ii) a credit of $3.8 million for changes in estimates. The company recorded a net charge of $1.0 million comprised of a charge of $1.7 million for net foreign currency losses related to exiting foreign countries and a net credit of $0.7 million for changes in estimates related to other cost-reduction efforts.

Current wording

During the nine months ended September 30, 2024, the company recognized net cost-reduction charges and other costs of $8.5 million. The net charges related to workforce reductions were $7.9 million and were comprised of: (i) a charge of $12.2 million for severance costs and (ii) a credit of $4.3 million for changes in estimates. The company recorded a net charge of $0.6 million comprised of a charge of $1.0 million for net foreign currency losses related to exiting foreign countries and a net credit of $0.4 million for changes in estimates related to other cost-reduction efforts.

Previous wording

Gross profit and gross profit margin were $237.5 million and 25.9% in the six months ended June 30, 2025, respectively, compared with $265.9 million and 27.5% in the six months ended June 30, 2024, respectively. The decrease was primarily driven by the decrease in revenue previously discussed and higher cost reduction charges, partially offset by delivery improvement and labor cost savings initiatives. Additionally, prior year gross profit margin was impacted by a benefit from the resolution of a contractual dispute with a former client.

Current wording

Gross profit and gross profit margin were $354.7 million and 25.8% in the nine months ended September 30, 2025, respectively, compared with $410.9 million and 28.1% in the nine months ended September 30, 2024, respectively. The decrease was primarily driven by the decrease in revenue previously discussed.

Previous wording

Selling, general and administrative expense in the six months ended June 30, 2025 was $190.4 million (20.8% of revenue) compared with $213.6 million (22.1% of revenue) in the prior-year period. The decrease was primarily driven by lower expense due to realized benefits from the company’s previous cost reduction actions and reduced professional services expense.

Current wording

Selling, general and administrative expense in the nine months ended September 30, 2025 was $281.3 million (20.4% of revenue) compared with $305.5 million (20.9% of revenue) in the prior-year period. The decrease was primarily driven by lower expense due to realized benefits from the company’s previous cost reduction actions and reduced professional services expense.

Previous wording

Research and development expense for the six months ended June 30, 2025 and 2024 was $11.7 million and $11.0 million, respectively.

Current wording

Research and development expense for the nine months ended September 30, 2025 and 2024 was $16.5 million and $17.5 million, respectively.

Previous wording

Other (expense), net was expense of $39.0 million for the six months ended June 30, 2025 compared with expense of $151.5 million for the six months ended June 30, 2024. Other (expense), net for the six months ended June 30, 2025 included a loss on debt extinguishment of $6.8 million related to the repurchase, satisfaction and discharge of the 2027 Notes. Other (expense), net for the six months ended June 30, 2024 included $132.3 million of a U.S. pension plan settlement loss, partially offset by a net gain of approximately $14.9 million related to a favorable judgment received in a Brazilian services tax matter. See Note 5 of the Notes to Consolidated Financial Statements for details of other (expense), net.

Current wording

Other (expense), net was expense of $280.2 million for the nine months ended September 30, 2025 compared with expense of $159.7 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, other (expense), net included U.S. pension plan settlement losses of $227.7 million and $132.3 million, respectively. Additionally, for the nine months ended September 30, 2025, other (expense), net included a loss on debt extinguishment of $7.0 million related to the repurchase, satisfaction and discharge of the 6.875% Senior Secured Notes due 2027 (the 2027 Notes). See Note 5 of the Notes to Consolidated Financial Statements for details of other (expense), net.

Previous wording

The loss before income taxes for the six months ended June 30, 2025 was $20.0 million compared with a loss of $126.0 million for the six months ended June 30, 2024. The loss for the six months ended June 30, 2025 included a loss on debt extinguishment of $6.8 million related to the repurchase, satisfaction and discharge of the 2027 Notes. The loss for the six months ended June 30, 2024 included $132.3 million of a U.S. pension plan settlement loss.

Current wording

The loss before income taxes for the nine months ended September 30, 2025 was $312.9 million compared with a loss of $134.6 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, the loss before income taxes included U.S. pension plan settlements losses of $227.7 million and $132.3 million, respectively, and goodwill impairment charges of $55.0 million and $39.1 million, respectively. Additionally, the loss before income taxes for the nine months ended September 30, 2025 included a loss on debt extinguishment of $7.0 million related to the repurchase, satisfaction and discharge of the 2027 Notes.

Previous wording

The provision for income taxes was $30.6 million for the six months ended June 30, 2025 compared with a provision of $35.8 million for the six months ended June 30, 2024. The change in the tax provision was driven by the geographic distribution of income. The effective tax rate for the six months ended June 30, 2025 and 2024 was (153.0)% and (28.4)%, respectively, primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S. and jurisdictions with no valuation allowance that are subject to tax.

Current wording

The provision for income taxes was $46.9 million for the nine months ended September 30, 2025 compared with a provision of $89.1 million for the nine months ended September 30, 2024. The change in the tax provision was driven by the geographic distribution of income and the prior year provision included a provision of $29.0 million established for certain foreign subsidiaries for which the company is no longer asserting indefinite reinvestment of earnings. The effective tax rate for the nine months ended September 30, 2025 and 2024 was (15.0)% and (66.2)%, respectively, primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S., jurisdictions with no valuation allowance that are subject to tax and the prior year change in the company’s indefinite reinvestment assertion of the earnings in certain foreign subsidiaries.

Previous wording

Net loss attributable to Unisys Corporation for the six months ended June 30, 2025 was $49.6 million, or $0.70 per diluted share, compared with a net loss of $161.5 million, or $2.34 per diluted share, for the six months ended June 30, 2024. The net loss for the six months ended June 30, 2025 included a loss on debt extinguishment of $6.8 million related to the repurchase, satisfaction and discharge of the 2027 Notes. The net loss for the six months ended June 30, 2024 included $132.3 million of a U.S. pension plan settlement loss net of tax.

Current wording

Net loss attributable to Unisys Corporation for the nine months ended September 30, 2025 was $358.5 million, or $5.06 per diluted share, compared with a net loss of $223.4 million, or $3.23 per diluted share, for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, the net loss attributable to Unisys Corporation included a U.S. pension plan settlement loss net of tax of $227.7 million, a goodwill impairment charge of $55.0 million and a loss on debt extinguishment of $7.0 million related to the repurchase, satisfaction and discharge of the 2027 Notes. For the nine months ended September 30, 2024, the net loss attributable to Unisys Corporation included a U.S. pension plan settlement loss net of tax of $132.3 million, a goodwill impairment charge of $39.1 million and tax provision of $29.0 million established for certain foreign subsidiaries for which the company is no longer asserting indefinite reinvestment of earnings.

Previous wording

CA&I revenue was $361.8 million for the six-months ended June 30, 2025 and $382.3 million for the six months ended June 30, 2024, a decrease of 5.4%. The decrease in revenue was primarily driven by lower volume with existing clients. Foreign currency fluctuations had a 1 percentage-point negative impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 20.2% in the current period compared with 20.1% in the prior-year period.

Current wording

CA&I revenue was $180.4 million for the three months ended September 30, 2025 and $189.4 million for the three months ended September 30, 2024, a decrease of 4.8%. The decrease in revenue was primarily driven by lower volume with clients in the public sector. Foreign currency fluctuations had a 2 percentage-point positive impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 19.6% in the current period compared with 19.5% in the prior-year period.

Previous wording

ECS revenue was $140.2 million for the three months ended June 30, 2025 and $130.7 million for the three months ended June 30, 2024, an increase of 7.3%. The increase in revenue was primarily driven by the timing of software license renewals and integrated systems purchases, as well as higher volume in specialized managed services. Foreign currency fluctuations had a 1 percentage-point negative impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 53.5% in the current period compared with 53.3% in the prior-year period.

Current wording

ECS revenue was $133.2 million for the three months ended September 30, 2025 and $154.0 million for the three months ended September 30, 2024, a decrease of 13.5%. Foreign currency fluctuations had a negligible impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 46.2% in the current period compared with 58.2% in the prior-year period. The decrease in revenue and gross profit percent was primarily driven by the timing of software license renewals.

Previous wording

DWS revenue was $256.7 million for the six months ended June 30, 2025 and $264.4 million for the six months ended June 30, 2024, a decrease of 2.9%. The decrease in revenue was primarily driven by lower volume with clients, partially offset by revenue from new business with new and existing clients, as compared to the prior-year period. Foreign currency fluctuations had a 2 percentage-point negative impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 15.7% in the current period compared with 15.3% in the prior-year period. The increase in gross profit was primarily driven by delivery improvement and labor cost savings initiatives.

Current wording

DWS revenue was $382.0 million for the nine months ended September 30, 2025 and $395.3 million for the nine months ended September 30, 2024, a decrease of 3.4%. The decrease in revenue was primarily driven by lower volume with clients, partially offset by revenue from new business with new and existing clients, as compared to the prior-year period. Foreign currency fluctuations had a negligible impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 15.9% in the current period compared with 15.6% in the prior-year period.

Previous wording

CA&I revenue was $185.2 million for the three months ended June 30, 2025 and $193.9 million for the three months ended June 30, 2024, a decrease of 4.5%. The decrease in revenue was primarily driven by lower volume with clients in the public sector. Foreign currency fluctuations had a negligible impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 20.8% in the current period compared with 20.7% in the prior-year period.

Current wording

CA&I revenue was $542.2 million for the nine-months ended September 30, 2025 and $571.7 million for the nine months ended September 30, 2024, a decrease of 5.2%. The decrease in revenue was primarily driven by lower volume with clients in the public sector. Foreign currency fluctuations had a negligible impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 20.0% in the current period compared with 19.9% in the prior-year period.

Previous wording

ECS revenue was $258.9 million for the six months ended June 30, 2025 and $270.0 million for the six months ended June 30, 2024, a decrease of 4.1%. Foreign currency fluctuations had a 2 percentage-point negative impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 50.8% in the current period compared with 54.0% in the prior-year period. The decrease in revenue and gross profit was primarily driven by the timing of software license renewals.

Current wording

ECS revenue was $392.1 million for the nine months ended September 30, 2025 and $424.0 million for the nine months ended September 30, 2024, a decrease of 7.5%. Foreign currency fluctuations had a 1 percentage-point negative impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 49.3% in the current period compared with 55.5% in the prior-year period. The decrease in revenue and gross profit was primarily driven by the timing of software license renewals.

Previous wording

Total Contract Value (TCV) represents the initial estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. Changes to contracts and scope are treated as TCV only to the extent of the incremental new value. New Business TCV represents TCV attributable to expansion and new scope for existing clients and new logo contracts. L&S TCV is driven by software license renewals, and as such, changes in timing or terms of renewals can lead to fluctuations from period to period. Measuring TCV involves the use of estimates and judgments and the extent and timing of conversion of TCV to revenue may be impacted by, among other factors, the types of services and solutions sold, contract duration, the pace of client spending, actual volumes of services delivered as compared to the volumes anticipated at the time of contract signing, and contract modifications, including terminations, over the lifetime of a contract.

Current wording

Total Contract Value (TCV) represents the initial estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. Changes to contracts and scope are treated as TCV only to the extent of the incremental new value. New Business TCV represents TCV attributable to expansion and new scope for existing clients and new logo contracts. L&S TCV is driven by software license renewals, and as such, changes in timing or terms of renewals can lead to fluctuations from period to period. Measuring TCV involves the use of estimates and judgments and the extent and timing of conversion of TCV to revenue may be impacted by, among other factors, the types of services and solutions sold, contract duration, the pace of client spending, actual volumes of services delivered as compared to the volumes anticipated at the time of contract signing, and contract modifications, including, without limitation, contract nullification and termination, over the lifetime of a contract.

Previous wording

Backlog represents the estimated amount of future revenue to be recognized under contracted work, which has not yet been delivered or performed. The timing of conversion of backlog to revenue may be impacted by, among other factors, the timing of execution, the extension or early termination of existing contracts with or without penalty, adjustments to estimates in pricing or volumes for previously included contracts, seasonality and foreign currency exchange rates.

Current wording

Backlog represents the estimated amount of future revenue to be recognized under contracted work, which has not yet been delivered or performed. The timing of conversion of backlog to revenue may be impacted by, among other factors, the timing of execution, the extension, nullification or early termination of existing contracts with or without penalty, adjustments to estimates in pricing or volumes for previously included contracts, seasonality and foreign currency exchange rates.

Previous wording

Backlog was $2.92 billion as of June 30, 2025 compared to $2.79 billion as of June 30, 2024, an increase of 5%.

Current wording

Backlog was $2.83 billion as of September 30, 2025 compared to $2.80 billion as of September 30, 2024.

Previous wording

Cash and cash equivalents at June 30, 2025 were $300.8 million compared to $376.5 million at December 31, 2024.

Current wording

Cash and cash equivalents at September 30, 2025 were $321.9 million compared to $376.5 million at December 31, 2024.

Previous wording

As of June 30, 2025, $257.6 million of cash and cash equivalents were held by the company’s foreign subsidiaries and branches operating outside of the U.S. The company may not be able to readily transfer approximately one-fifth of these funds out of the country in which they are located as a result of local restrictions, contractual or other legal arrangements or commercial considerations. At June 30, 2025, the deferred tax liability on undistributed earnings was $29.8 million. Transfers of international cash and cash equivalents to the U.S. will require the company to pay withholding or other taxes on a portion of the amount transferred. At June 30, 2025, the company maintained cash balances in various operating accounts in excess of federally insured limits. The company monitors this risk by evaluating the creditworthiness of the financial institutions.

Current wording

As of September 30, 2025, $221.7 million of cash and cash equivalents were held by the company’s foreign subsidiaries and branches operating outside of the U.S. The company may not be able to readily transfer approximately one-quarter of these funds out of the country in which they are located as a result of local restrictions, contractual or other legal arrangements or commercial considerations. At September 30, 2025, the deferred tax liability on undistributed earnings was $30.6 million. Transfers of international cash and cash equivalents to the U.S. will require the company to pay withholding or other taxes on a portion of the amount transferred. At September 30, 2025, the company maintained cash balances in various operating accounts in excess of federally insured limits. The company monitors this risk by evaluating the creditworthiness of the financial institutions.

Previous wording

During the six months ended June 30, 2025, cash used for operations was $282.9 million compared to cash provided by operations of $26.5 million during the six months ended June 30, 2024, primarily driven by cash contributions to the company's defined benefit pension plans, including a discretionary contribution of $250 million to its U.S. defined benefit pension plans, and changes in working capital.

Current wording

During the nine months ended September 30, 2025, cash used for operations was $244.9 million compared to cash provided by operations of $58.5 million during the nine months ended September 30, 2024, primarily driven by cash contributions to the company's defined benefit pension plans, including a discretionary contribution of $250 million to its U.S. defined benefit pension plans.

Previous wording

Cash used for investing activities during the six months ended June 30, 2025 was $10.0 million compared to cash used for investing activities of $46.8 million during the six months ended June 30, 2024. Net proceeds of foreign exchange forward contracts were $30.5 million for the six months ended June 30, 2025 compared with net purchases of $5.6 million in the prior-year period. Proceeds from foreign exchange forward contracts and purchases of foreign exchange forward contracts represent derivative financial instruments used to reduce the company’s currency exposure to market risks from changes in foreign currency exchange rates. In the current period, the investment in marketable software was $23.6 million compared with $25.7 million in the prior-year period and capital additions of properties and other assets were $16.8 million compared with $15.4 million in the prior-year period.

Current wording

Cash used for investing activities during the nine months ended September 30, 2025 was $21.6 million compared to cash used for investing activities of $54.0 million during the nine months ended September 30, 2024. Net proceeds of foreign exchange forward contracts were $37.0 million for the nine months ended September 30, 2025 compared with net proceeds of $5.2 million in the prior-year period. Proceeds from foreign exchange forward contracts and purchases of foreign exchange forward contracts represent derivative financial instruments used to reduce the company’s currency exposure to market risks from changes in foreign currency exchange rates. During the third quarter of 2025, the company ceased its use of foreign currency forward contracts. In the current period, the investment in marketable software was $36.1 million compared with $36.7 million in the prior-year period and capital additions of properties and other assets were $22.4 million compared with $22.2 million in the prior-year period.

Previous wording

Cash provided by financing activities during the six months ended June 30, 2025 was $190.3 million compared to cash used for financing activities of $11.9 million during the six months ended June 30, 2024, primarily driven by the net proceeds received from the issuance of the 2031 Notes, partially offset by the repurchase of the 2027 Notes, both of which are described below.

Current wording

Cash provided by financing activities during the nine months ended September 30, 2025 was $188.1 million compared to cash used for financing activities of $13.7 million during the nine months ended September 30, 2024, primarily driven by the net proceeds received from the issuance of the 2031 Notes, partially offset by the repurchase, satisfaction and discharge of the 2027 Notes, both of which are described below.

Previous wording

At June 30, 2025, total debt was $698.4 million compared to $493.2 million at December 31, 2024. The increase in total debt as of June 30, 2025, is primarily due to the issuance of the 2031 Notes, partially offset by the redemption of the 2027 Notes.

Current wording

At September 30, 2025, total debt was $734.9 million compared to $493.2 million at December 31, 2024. The increase in total debt as of September 30, 2025, is primarily due to the issuance of the 2031 Notes, partially offset by the repurchase, satisfaction and discharge of the 2027 Notes.

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Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Concurrently with the issuance of 2031 Notes, the company amended its existing amended and restated secured revolving credit facility (the Amended and Restated ABL Credit Facility) to extend the maturity from October 2027 to June 2030 and modified certain other terms and covenants.

Previous report — wording carried elsewhere

During the three months ended June 30, 2025, the company recognized net cost-reduction charges of $3.2 million. The net charges related to workforce reductions were $1.5 million and were comprised of: (i) a charge of $4.1 million for severance costs and (ii) a credit of $2.6 million for changes in estimates. The company recorded net charges of $1.7 million comprised of a charge of $3.2 million for an asset write-off, a charge of $0.1 million for other expenses related to cost reduction efforts and a net credit of $1.6 million for net foreign currency gains related to exiting foreign countries.

Previous report — wording carried elsewhere

Subsequent to June 30, 2025, the company ceased its use of foreign currency forward contracts previously used to reduce its exposure to market risks from changes in foreign currency exchange rates.