UNISYS CORP

Previous wording

For the nine months ended September 30, 2024, the company reported net loss attributable to Unisys Corporation of $223.4 million, or $3.23 per diluted share, compared with a loss of $265.4 million, or $3.89 per diluted share, for the nine months ended September 30, 2023. The net loss for the nine months ended September 30, 2024 and 2023 included $132.3 million and $183.2 million, respectively, of U.S. pension plan settlement losses.

Current wording

For the three months ended March 31, 2025, the company reported net loss attributable to Unisys Corporation of $29.5 million, or $0.42 per diluted share, compared with a loss of $149.5 million, or $2.18 per diluted share, for the three months ended March 31, 2024. The net loss for the three months ended March 31, 2024 included $132.3 million of a U.S. pension plan settlement loss.

Previous wording

Revenue for the three months ended September 30, 2024 was $497.0 million compared with $464.6 million for the three months ended September 30, 2023, an increase of 7.0% from the prior-year period. The increase was primarily due to the timing of software license renewals within the Enterprise Computing Solutions segment. 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 three months ended March 31, 2025 was $432.1 million compared with $487.8 million for the three months ended March 31, 2024, a decrease of 11.4% 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 3 percentage-point negative impact on revenue in the current period compared with the prior-year period.

Previous wording

Revenue from U.S. operations for the three months ended September 30, 2024 was $210.3 million, compared with $217.4 million for the three months ended September 30, 2023, a decrease of 3.3% from the prior-year period. Revenue from international operations for the three months ended September 30, 2024 was $286.7 million, compared with $247.2 million for the three months ended September 30, 2023, an increase 16.0% from the prior-year period. Foreign currency had a 2 percentage-point negative impact on international revenue in the three months ended September 30, 2024 compared with the three months ended September 30, 2023.

Current wording

Revenue from international operations for the three months ended March 31, 2025 was $246.2 million compared with $275.5 million for the three months ended March 31, 2024, a decrease of 10.6%. Foreign currency had a 5 percentage-point negative impact on international revenue in the current period compared with the prior-year period. Revenue from U.S. operations for the three months ended March 31, 2025 was $185.9 million compared with $212.3 million for the three months ended March 31, 2024, a decrease of 12.4%.

Previous 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 were $2.0 million, principally related to severance costs, and was comprised of: (a) a charge of $2.5 million and (b) 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 $0.3 million for other expenses related to cost reduction efforts.

Current wording

During the three months ended March 31, 2025, the company recognized a net cost-reduction credit of $1.2 million. The net credit related to workforce reductions was $0.3 million and was comprised of: (i) a credit of $1.4 million for changes in estimates and (ii) a charge of $1.1 million for severance costs. The company recorded a net credit of $0.9 million comprised of a credit of $1.1 million for net foreign currency gains related to exiting foreign countries and a charge of $0.2 million for other expenses related to cost reduction efforts.

Previous 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, principally related to severance costs, and were comprised of: (a) a charge of $12.2 million and (b) 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.

Current wording

During the three months ended March 31, 2024, the company recognized net cost-reduction charges and other costs of $6.3 million. The net charges related to workforce reductions were $6.6 million, principally related to severance costs, and were comprised of: (i) a charge of $9.4 million and (ii) a credit of $2.8 million for changes in estimates. The company recorded a net credit of $0.3 million comprised of a net credit of $0.8 million for changes in estimates related to other cost-reduction efforts and a charge of $0.5 million for net foreign currency losses related to exiting foreign countries.

Previous wording

Gross profit and gross profit margin were $145.0 million and 29.2% in the three months ended September 30, 2024, respectively, compared with $95.3 million and 20.5% for the three months ended September 30, 2023, respectively. The increase was primarily driven by the timing of software license renewals.

Current wording

Gross profit and gross profit margin were $107.5 million and 24.9% in the three months ended March 31, 2025, respectively, compared with $136.0 million and 27.9% for the three months ended March 31, 2024, respectively. The decrease was primarily driven by the timing of software license renewals.

Previous wording

Selling, general and administrative expense in the three months ended September 30, 2024 was $91.9 million (18.5% of revenue) compared with $108.1 million (23.3% of revenue) for the three months ended September 30, 2023. The decrease was primarily driven by lower professional services and lower cost reduction and other expenses.

Current wording

Selling, general and administrative expense in the three months ended March 31, 2025 was $96.8 million (22.4% of revenue) compared with $112.2 million (23.0% of revenue) for the three months ended March 31, 2024. The decrease was primarily driven by lower professional services and lower cost reduction and other expenses.

Previous wording

Research and development expense for the three months ended September 30, 2024 and 2023 was $6.5 million and $4.3 million, respectively.

Current wording

Research and development expense for the three months ended March 31, 2025 and 2024 was $5.6 million and $6.1 million, respectively.

Previous wording

For the three months ended September 30, 2024, the company reported an operating profit of $7.5 million compared with an operating loss of $17.1 million in the three months ended September 30, 2023. The increase was primarily driven by the timing of software license renewals and lower selling, general and administrative expense as discussed above, partially offset by a goodwill impairment charge of $39.1 million related to the DWS reportable segment (see Note 12 of the Notes to Consolidated Financial Statements for details on the goodwill impairment).

Current wording

For the three months ended March 31, 2025, the company reported an operating profit of $5.1 million compared with an operating profit of $17.7 million in the three months ended March 31, 2024. The decrease was primarily driven by the timing of software license renewals as discussed above.

Previous wording

Other (expense), net was expense of $8.2 million for the three months ended September 30, 2024 compared with expense of $3.6 million for the three months ended September 30, 2023. See Note 6 of the Notes to Consolidated Financial Statements for details of other (expense), net.

Current wording

Other (expense), net was expense of $16.9 million for the three months ended March 31, 2025 compared with expense of $142.1 million for the three months ended March 31, 2024. Other (expense), net for the three months ended March 31, 2024 included a U.S. pension plan settlement loss of $132.3 million. 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 three months ended September 30, 2024 was $8.6 million compared with loss of $28.5 million for the three months ended September 30, 2023. The loss for the three months ended September 30, 2024 included a goodwill impairment charge of $39.1 million related to the DWS reportable segment.

Current wording

The loss before income taxes for the three months ended March 31, 2025 was $20.0 million compared with loss of $132.3 million for the three months ended March 31, 2024. The loss for the three months ended March 31, 2024 included a U.S. pension settlement loss of $132.3 million.

Previous wording

The provision for income taxes was $53.3 million for the three months ended September 30, 2024 compared with a provision of $20.4 million for the three months ended September 30, 2023. The change in the tax provision was primarily driven by a provision of $29.0 million established for certain foreign subsidiaries for which the company is no longer asserting indefinite reinvestment of earnings and the geographic distribution of income. The effective tax rate for the three months ended September 30, 2024 and 2023, was (619.8)% and (71.6)%, respectively, primarily driven by a change in the company’s indefinite reinvestment assertion of the earnings in certain foreign subsidiaries, non-creditable withholding taxes in the U.S., jurisdictions with no valuation allowance that are subject to tax, and U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance. See Note 7 of the Notes to Consolidated Financial Statements for details of the change in the company’s indefinite reinvestment assertion of the earnings in certain foreign subsidiaries.

Current wording

The provision for income taxes was $10.6 million for the three months ended March 31, 2025 compared with a provision of $17.0 million for the three months ended March 31, 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 March 31, 2025 and 2024 was (53.0)% and (12.8)%, 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. and jurisdictions with no valuation allowance that are subject to tax.

Previous wording

The realization of the company’s net deferred tax assets is primarily dependent on the ability to generate sustained taxable income in various jurisdictions. Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, strategic operational and tax initiatives, legislative, and other economic factors and developments. Any increase or decrease in the valuation allowance would result in additional or lower income tax expense in that period and could have a significant impact on that period’s earnings.

Current wording

The realization of the company’s net deferred tax assets is primarily dependent on the ability to generate sustained taxable income in various jurisdictions. Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, strategic operational and tax initiatives, legislative, and other economic factors and developments.

Previous wording

•Digital Workplace Solutions (DWS), which provides modern and traditional workplace solutions;

Current wording

•Digital Workplace Solutions (DWS), which provides workplace solutions featuring intelligent workplace services, proactive experience management and collaboration tools to support business growth;

Previous wording

•Cloud, Applications & Infrastructure Solutions (CA&I), which provides digital platform, applications, and infrastructure solutions; and

Current wording

•Cloud, Applications & Infrastructure Solutions (CA&I), which provides digital transformation in the areas of cloud migration and management, applications and infrastructure transformation and modernization solutions; and

Previous wording

•Enterprise Computing Solutions (ECS), which provides solutions that harness secure, continuous high-intensity computing and enable digital services through software-defined operating environments.

Current wording

•Enterprise Computing Solutions (ECS), which provides solutions that harness secure, high-intensity enterprise computing and enable digital services through software-defined operating environments.

Previous wording

DWS revenue was $130.9 million for the three months ended September 30, 2024, a decrease of 7.1% compared with the three months ended September 30, 2023. The decrease in revenue was primarily driven by lower discretionary volume with clients as compared to the prior-year period. Foreign currency fluctuations had a 1 percentage-point negative impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 16.3% in the current period compared with 14.8% in the year-ago period. The increase in gross profit was primarily driven by delivery modernization and efficiency initiatives.

Current wording

DWS revenue was $118.6 million for the three months ended March 31, 2025 and $132.3 million for the three months ended March 31, 2024, a decrease of 10.4%. The decrease in revenue was primarily driven by lower volume with clients. Foreign currency fluctuations had a 3 percentage-point negative impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 14.2% in the current period compared with 14.4% in the prior-year period.

Previous wording

CA&I revenue was $131.5 million for the three months ended September 30, 2024, a decrease of 1.5% compared with the three months ended September 30, 2023. 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 16.3% in the current period compared with 15.3% in the prior-year period. The increase in gross profit was primarily driven by labor cost savings initiatives.

Current wording

CA&I revenue was $176.6 million for the three months ended March 31, 2025 and $188.4 million for the three months ended March 31, 2024, a decrease of 6.3%. The decrease in revenue was primarily driven by lower volume with existing clients due to the timing of project work. Foreign currency fluctuations had a 3 percentage-point negative impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 19.5% in the current period compared with 19.4% in the prior-year period.

Previous wording

ECS revenue was $157.9 million for the three months ended September 30, 2024, an increase of 29.2% compared with the three months ended September 30, 2023. Foreign currency fluctuations had a 3 percentage-point negative impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 60.0% in the current period compared with 50.2% in the prior-year period. The increase in revenue and gross profit was driven by the timing software license renewals.

Current wording

ECS revenue was $118.7 million for the three months ended March 31, 2025 and $139.3 million for the three months ended March 31, 2024, a decrease of 14.8%. Foreign currency fluctuations had a 4 percentage-point negative impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 47.7% in the current period compared with 54.6% in the prior-year period. The decrease in revenue and gross profit was primarily driven by the timing of software license renewals.

Previous wording

Cash and cash equivalents at September 30, 2024 were $373.7 million compared to $387.7 million at December 31, 2023.

Current wording

Cash and cash equivalents at March 31, 2025 were $393.1 million compared to $376.5 million at December 31, 2024.

Previous wording

As of September 30, 2024, $256.7 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-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. Additionally, any transfers of these funds to the U.S. in the future may require the company to accrue or pay withholding or other taxes on a portion of the amount transferred. At September 30, 2024, the company maintains 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 March 31, 2025, $271.2 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. Additionally, any transfers of these funds to the U.S. in the future may require the company to accrue or pay withholding or other taxes on a portion of the amount transferred. At March 31, 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 nine months ended September 30, 2024, cash provided by operations was $58.5 million compared to cash provided of $51.2 million during the nine months ended September 30, 2023.

Current wording

During the three months ended March 31, 2025, cash provided by operations was $33.3 million compared to cash provided of $23.8 million during the three months ended March 31, 2024, primarily driven by working capital improvement.

Previous wording

Cash used for investing activities during the nine months ended September 30, 2024 was $54.0 million compared to cash usage of $46.3 million during the nine months ended September 30, 2023. Net proceeds of foreign exchange forward contracts were $5.2 million for the nine months ended September 30, 2024 compared with net proceeds of $14.3 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 $36.7 million compared with $32.9 million in the prior-year period, capital additions of properties were $11.0 million compared with $15.4 million in the prior-year period and capital additions of outsourcing assets were $11.2 million compared with $11.4 million in the prior-year period.

Current wording

Cash used for investing activities during the three months ended March 31, 2025 was $20.3 million compared to cash usage of $18.8 million during the three months ended March 31, 2024. Net purchases of foreign exchange forward contracts were $0.1 million for the three months ended March 31, 2025 compared with net proceeds of $1.2 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. In the current period, the investment in marketable software was $11.2 million compared with $13.2 million in the prior-year period, capital additions of properties and other assets were $8.9 million compared with $6.7 million in the prior-year period.

Previous wording

Cash used for financing activities during the nine months ended September 30, 2024 was $13.7 million compared to cash used of $14.1 million during the nine months ended September 30, 2023.

Current wording

Cash used for financing activities during the three months ended March 31, 2025 was $4.0 million compared to cash used of $7.7 million during the three months ended March 31, 2024.

Previous wording

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. In 2023, the company made cash contributions of $42.4 million to its worldwide defined benefit pension plans. Based on current legislation, global regulations, recent interest rates and expected returns, the company estimates future cash contributions of approximately $22 million in 2024, primarily for its international defined benefit pension plans. For the nine months ended September 30, 2024 and 2023, the company made cash contributions of $17.6 million and $37.1 million, respectively. The company estimates that cash contributions to its U.S. qualified defined benefit pension plans will begin in 2025, increasing the total estimated contributions for the company’s U.S. and non-U.S. defined benefit pension plans to approximately $92 million in 2025. If the company is not able to generate sufficient cash flows from operations, we may need to obtain additional funding in order to make these contributions. 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, volatility in the capital markets, 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. qualified defined benefit pension plans in different amounts and on a different schedule than previously contemplated.

Current wording

At the end of each year, the company estimates its future cash contributions to its global defined benefit pension plans based on year-end pension data, assumptions and agreements. In 2024, the company made cash contributions of $21.9 million primarily to its international defined benefit pension plans. Based on current legislation, global regulations, recent interest rates and expected returns, the company estimates future total cash contributions to its U.S. and non-U.S. defined benefit pension plans of approximately $91 million in 2025 and approximately $122 million in 2026. For the three months ended March 31, 2025 and 2024, the company made cash contributions of $9.2 million and $6.4 million, respectively.

Previous wording

The company will continue to evaluate opportunities for additional reduction of its global defined benefit pension obligations in future periods depending on overall market conditions. Due to the company’s significant postretirement plans accumulated other comprehensive losses, future group annuity contract purchases could result in material non-cash settlement losses.

Current wording

The company will continue to evaluate opportunities for additional reduction of its global defined benefit pension obligations in future periods depending on overall market conditions. Due to the company’s significant pension and postretirement plans accumulated other comprehensive losses, future group annuity contract purchases, if executed, could result in material non-cash settlement losses.

Previous wording

At September 30, 2024, total debt was $496.2 million compared to $504.2 million at December 31, 2023.

Current wording

At March 31, 2025, total debt was $494.8 million compared to $493.2 million at December 31, 2024.

Previous wording

The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which matures on October 29, 2025, and provides for revolving loans and letters of credit up to an aggregate amount of $145.0 million (with a limit on letters of credit of $40.0 million), with an accordion feature provision allowing for the aggregate amount available under the credit facility to be increased up to $175.0 million upon the satisfaction of certain specified conditions. Availability under the credit facility is subject to a borrowing base calculated by reference to the company’s receivables. At September 30, 2024, the company had no borrowings and $7.0 million of letters of credit outstanding. Availability under the facility was $99.0 million net of letters of credit issued. Any borrowings under the facility will be subject to variable interest rates.

Current wording

The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which matures on October 29, 2027 and provides for revolving loans and letters of credit up to an aggregate amount of $125.0 million (with a limit on letters of credit of $40.0 million), with an accordion feature provision allowing for the aggregate amount available under the credit facility to be increased up to $155.0 million upon the satisfaction of certain specified conditions. Availability under the credit facility is subject to a borrowing base calculated by reference to the company’s receivables. At March 31, 2025, the company had no borrowings and $7.4 million of letters of credit outstanding. Availability under the credit facility was $82.5 million, net of letters of credit issued. Any borrowings under the facility will be subject to variable interest rates.

Previous wording

The Amended and Restated ABL Credit Facility is guaranteed by Unisys Holding Corporation, Unisys NPL, Inc. and Unisys AP Investment Company I, each of which is a U.S. corporation that is directly or indirectly owned by the company (the subsidiary guarantors). The facility is secured by the assets of the company and the subsidiary guarantors, other than certain excluded assets, under a security agreement entered into by the company and the subsidiary guarantors in favor of JPMorgan Chase Bank, N.A., as agent for the lenders under the credit facility.

Current wording

The Amended and Restated ABL Credit Facility is guaranteed by Unisys Holding Corporation, Unisys NPL, Inc. and Unisys AP Investment Company I, each of which is a U.S. corporation that is directly or indirectly owned by the company (the subsidiary guarantors). The facility is secured by the assets of the company and the subsidiary guarantors, other than certain excluded assets, under a security agreement entered into by the company and the subsidiary guarantors in favor of Bank of America, N.A., as agent for the lenders under the credit facility.

Previous wording

The company is required to maintain a minimum fixed charge coverage ratio if the availability under the Amended and Restated ABL Credit Facility falls below the greater of 10% of the lenders’ commitments under the facility and $14.5 million.

Current wording

The company is required to maintain a minimum fixed charge coverage ratio if the availability under the Amended and Restated ABL Credit Facility falls below the greater of 10% of the lenders’ commitments under the facility and $12.5 million.