Cover
Cover | 9 Months Ended |
Sep. 30, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2021 |
Document Transition Report | false |
Entity File Number | 1-8729 |
Entity Registrant Name | UNISYS CORP |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 38-0387840 |
Entity Address, Address Line One | 801 Lakeview Drive, Suite 100 |
Entity Address, City or Town | Blue Bell |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19422 |
City Area Code | 215 |
Local Phone Number | 986-4011 |
Title of 12(b) Security | Common Stock, par value $.01 |
Trading Symbol | UIS |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 67,152,227 |
Entity Central Index Key | 0000746838 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 488 | $ 495.2 | $ 1,515.1 | $ 1,449.4 |
Costs and expenses | ||||
Cost of revenue | 361.1 | 375.3 | 1,106.8 | 1,141.5 |
Selling, general and administrative | 95.1 | 85.5 | 279.7 | 252.5 |
Research and development | 6.7 | 6.7 | 19.1 | 16.1 |
Costs and expenses | 462.9 | 467.5 | 1,405.6 | 1,410.1 |
Operating income | 25.1 | 27.7 | 109.5 | 39.3 |
Interest expense | 8.5 | 2.4 | 27 | 20.9 |
Other (expense), net | (24.2) | (32.5) | (434.6) | (134.3) |
Loss from continuing operations before income taxes | (7.6) | (7.2) | (352.1) | (115.9) |
Provision for (benefit from) income taxes | 10.9 | 6.1 | (33.8) | 26.6 |
Consolidated loss from continuing operations | (18.5) | (13.3) | (318.3) | (142.5) |
Net income (loss) attributable to noncontrolling interests | 0.2 | 0 | (1) | 0.5 |
Net loss from continuing operations attributable to Unisys Corporation | (18.7) | (13.3) | (317.3) | (143) |
Income from discontinued operations, net of tax | 0 | 0.4 | 0 | 1,066.8 |
Net (loss) income attributable to Unisys Corporation | $ (18.7) | $ (12.9) | $ (317.3) | $ 923.8 |
Basic | ||||
Continuing operations (in dollars per share) | $ (0.28) | $ (0.21) | $ (4.79) | $ (2.27) |
Discontinued operations (in dollars per share) | 0 | 0.01 | 0 | 16.96 |
Total (in dollars per share) | (0.28) | (0.20) | (4.79) | 14.69 |
Diluted | ||||
Continuing operations (in dollars per share) | (0.28) | (0.21) | (4.79) | (2.27) |
Discontinued operations (in dollars per share) | 0 | 0.01 | 0 | 16.96 |
Total (in dollars per share) | $ (0.28) | $ (0.20) | $ (4.79) | $ 14.69 |
Services | ||||
Revenue | $ 417.9 | $ 426 | $ 1,268.8 | $ 1,247.9 |
Costs and expenses | ||||
Cost of revenue | 343.1 | 345.9 | 1,019.7 | 1,061.6 |
Technology | ||||
Revenue | 70.1 | 69.2 | 246.3 | 201.5 |
Costs and expenses | ||||
Cost of revenue | $ 18 | $ 29.4 | $ 87.1 | $ 79.9 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated loss from continuing operations | $ (18.5) | $ (13.3) | $ (318.3) | $ (142.5) |
Income from discontinued operations, net of tax | 0 | 0.4 | 0 | 1,066.8 |
Total | (18.5) | (12.9) | (318.3) | 924.3 |
Other comprehensive income (loss) | ||||
Foreign currency translation | (36.5) | 40.1 | (36.8) | (41.1) |
Postretirement adjustments, net of tax of $7.4 and $45.2 in 2021 and $(7.8) and $6.4 in 2020 | 63.4 | 8.2 | 408.6 | 139.4 |
Total other comprehensive income | 26.9 | 48.3 | 371.8 | 98.3 |
Comprehensive income | 8.4 | 35.4 | 53.5 | 1,022.6 |
Less comprehensive (loss) income attributable to noncontrolling interests | (0.8) | 2 | (0.5) | 0.5 |
Comprehensive income attributable to Unisys Corporation | $ 9.2 | $ 33.4 | $ 54 | $ 1,022.1 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Postretirement adjustments, tax | $ 7.4 | $ (7.8) | $ 45.2 | $ 6.4 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 615.4 | $ 898.5 |
Accounts receivable, net | 356 | 460.5 |
Contract assets | 51.3 | 44.3 |
Inventories | 11.2 | 13.4 |
Prepaid expenses and other current assets | 91.5 | 89.3 |
Total current assets | 1,125.4 | 1,506 |
Properties | 616.4 | 727 |
Less-accumulated depreciation and amortization | 530.2 | 616.5 |
Properties, net | 86.2 | 110.5 |
Outsourcing assets, net | 136.8 | 173.9 |
Marketable software, net | 184.8 | 193.6 |
Operating lease right-of-use assets | 62.9 | 79.3 |
Prepaid postretirement assets | 123 | 187.5 |
Deferred income taxes | 147 | 136.2 |
Goodwill | 242.9 | 108.6 |
Intangible assets, net | 16.5 | 0 |
Restricted cash | 9.1 | 8.2 |
Assets held for sale | 20 | 0 |
Other long-term assets | 166.8 | 204.1 |
Total assets | 2,321.4 | 2,707.9 |
Current liabilities: | ||
Current maturities of long-term-debt | 18.8 | 102.8 |
Accounts payable | 119.7 | 223.2 |
Deferred revenue | 224.2 | 257.1 |
Other accrued liabilities | 299.1 | 352 |
Total current liabilities | 661.8 | 935.1 |
Long-term debt | 514.1 | 527.1 |
Long-term postretirement liabilities | 1,144.5 | 1,286.1 |
Long-term deferred revenue | 153 | 137.9 |
Long-term operating lease liabilities | 47.9 | 62.4 |
Other long-term liabilities | 50.2 | 71.4 |
Commitments and contingencies | ||
Deficit: | ||
Common stock, shares issued: 2021; 72.5, 2020; 66.8 | 0.7 | 0.7 |
Accumulated deficit | (1,277.8) | (960.5) |
Treasury stock, shares at cost: 2021; 5.3, 2020; 3.8 | (152.1) | (114.4) |
Paid-in capital | 4,703.1 | 4,656.9 |
Accumulated other comprehensive loss | (3,568.2) | (3,939.5) |
Total Unisys Corporation stockholders’ deficit | (294.3) | (356.8) |
Noncontrolling interests | 44.2 | 44.7 |
Total deficit | (250.1) | (312.1) |
Total liabilities and deficit | $ 2,321.4 | $ 2,707.9 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - shares shares in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock issued (in shares) | 72.5 | 66.8 |
Treasury stock at cost (in shares) | 5.3 | 3.8 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Consolidated net loss from continuing operations | $ (318.3) | $ (142.5) |
Income from discontinued operations, net of tax | 0 | 1,066.8 |
Adjustments to reconcile consolidated net loss to net cash provided by (used for) operating activities: | ||
Gain on sale of U.S. Federal business | 0 | (1,057.7) |
Loss on debt extinguishment | 0 | 28.5 |
Foreign currency losses | 3.2 | 14.3 |
Non-cash interest expense | 1.5 | 3.5 |
Employee stock compensation | 11.5 | 11.1 |
Depreciation and amortization of properties | 23.2 | 22 |
Depreciation and amortization of outsourcing assets | 50.8 | 48.9 |
Amortization of marketable software | 50.9 | 50.2 |
Amortization of intangible assets | 1.7 | 0 |
Other non-cash operating activities | (0.1) | 0.6 |
Loss on disposal of capital assets | 1.5 | 3.3 |
Postretirement contributions | (43.6) | (344.5) |
Postretirement expense | 407.7 | 72.8 |
Deferred income taxes, net | (65.3) | (16.9) |
Changes in operating assets and liabilities, net of acquisitions | ||
Receivables, net and contract assets | 135 | 12.4 |
Inventories | 2.2 | 1.5 |
Other assets | (4.1) | 0.4 |
Accounts payable and current liabilities | (229.6) | (127.7) |
Other liabilities | 36.3 | 27.2 |
Net cash provided by (used for) operating activities | 64.5 | (325.8) |
Cash flows from investing activities | ||
Purchase of business | (150.4) | 0 |
Net proceeds from sale of U.S. Federal business | 0 | 1,162.9 |
Proceeds from investments | 3,286.4 | 2,550.2 |
Purchases of investments | (3,294.6) | (2,561.7) |
Investment in marketable software | (42.1) | (54.8) |
Capital additions of properties | (19.7) | (16.7) |
Capital additions of outsourcing assets | (14.7) | (23.6) |
Other | (0.9) | (0.5) |
Net cash (used for) provided by investing activities | (236) | 1,055.8 |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 1.5 | 7.1 |
Payments of long-term debt | (99.1) | (451) |
Cash paid for debt extinguishment | 0 | (23.7) |
Proceeds from exercise of stock options | 4.5 | 0 |
Other | (7.7) | (4.8) |
Net cash used for financing activities | (100.8) | (472.4) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (9.9) | (25.3) |
(Decrease) increase in cash, cash equivalents and restricted cash | (282.2) | 232.3 |
Cash, cash equivalents and restricted cash, beginning of period | 906.7 | 551.8 |
Cash, cash equivalents and restricted cash, end of period | $ 624.5 | $ 784.1 |
CONSOLIDATED STATEMENTS OF DEFI
CONSOLIDATED STATEMENTS OF DEFICIT (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | $ (263.8) | $ (285.8) | $ (312.1) | $ (238.7) | $ (209.4) | $ (1,228.3) | $ (312.1) | $ (1,228.3) |
Consolidated net (loss) income | (18.5) | (142.3) | (157.5) | (12.9) | (78.6) | 1,015.8 | (318.3) | 924.3 |
Capped call on conversion of notes | 0 | |||||||
Stock-based activity | 5.3 | 4.5 | (1.3) | 3 | 2.9 | (0.5) | ||
Translation adjustments | (36.5) | 16.8 | (17.1) | 40.1 | 6.4 | (87.6) | (36.8) | (41.1) |
Postretirement plans | 63.4 | 143 | 202.2 | 8.2 | 40 | 91.2 | 408.6 | 139.4 |
Ending balance | (250.1) | (263.8) | (285.8) | (200.3) | (238.7) | (209.4) | (250.1) | (200.3) |
Total Unisys Corporation | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (308.8) | (331.6) | (356.8) | (274.3) | (244.7) | (1,265.4) | (356.8) | (1,265.4) |
Consolidated net (loss) income | (18.7) | (140.8) | (157.8) | (12.9) | (78.6) | 1,015.3 | ||
Stock-based activity | 5.3 | 4.5 | (1.3) | 3 | 2.9 | (0.5) | ||
Translation adjustments | (33.9) | 16.4 | (17.9) | 38.6 | 6.5 | (81.6) | ||
Postretirement plans | 61.8 | 142.7 | 202.2 | 7.7 | 39.6 | 87.5 | ||
Ending balance | (294.3) | (308.8) | (331.6) | (237.9) | (274.3) | (244.7) | (294.3) | (237.9) |
Common Stock Par Value | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 |
Ending balance | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 | 0.7 |
Accumulated Deficit | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (1,259.1) | (1,118.3) | (960.5) | (774.5) | (695.9) | (1,711.2) | (960.5) | (1,711.2) |
Consolidated net (loss) income | (18.7) | (140.8) | (157.8) | (12.9) | (78.6) | 1,015.3 | ||
Ending balance | (1,277.8) | (1,259.1) | (1,118.3) | (787.4) | (774.5) | (695.9) | (1,277.8) | (787.4) |
Treasury Stock At Cost | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (152.1) | (151.9) | (114.4) | (114.3) | (114.2) | (109.6) | (114.4) | (109.6) |
Capped call on conversion of notes | (30.8) | |||||||
Stock-based activity | (0.2) | (6.7) | (0.1) | (0.1) | (4.6) | |||
Ending balance | (152.1) | (152.1) | (151.9) | (114.4) | (114.3) | (114.2) | (152.1) | (114.4) |
Paid-in Capital | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 4,697.8 | 4,693.1 | 4,656.9 | 4,650.4 | 4,647.4 | 4,643.3 | 4,656.9 | 4,643.3 |
Capped call on conversion of notes | 30.8 | |||||||
Stock-based activity | 5.3 | 4.7 | 5.4 | 3.1 | 3 | 4.1 | ||
Ending balance | 4,703.1 | 4,697.8 | 4,693.1 | 4,653.5 | 4,650.4 | 4,647.4 | 4,703.1 | 4,653.5 |
Accumulated Other Comprehensive Loss | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (3,596.1) | (3,755.2) | (3,939.5) | (4,036.6) | (4,082.7) | (4,088.6) | (3,939.5) | (4,088.6) |
Translation adjustments | (33.9) | 16.4 | (17.9) | 38.6 | 6.5 | (81.6) | ||
Postretirement plans | 61.8 | 142.7 | 202.2 | 7.7 | 39.6 | 87.5 | ||
Ending balance | (3,568.2) | (3,596.1) | (3,755.2) | (3,990.3) | (4,036.6) | (4,082.7) | (3,568.2) | (3,990.3) |
Non-controlling Interests | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 45 | 45.8 | 44.7 | 35.6 | 35.3 | 37.1 | 44.7 | 37.1 |
Consolidated net (loss) income | 0.2 | (1.5) | 0.3 | 0.5 | ||||
Translation adjustments | (2.6) | 0.4 | 0.8 | 1.5 | (0.1) | (6) | ||
Postretirement plans | 1.6 | 0.3 | 0 | 0.5 | 0.4 | 3.7 | ||
Ending balance | $ 44.2 | $ 45 | $ 45.8 | $ 37.6 | $ 35.6 | $ 35.3 | $ 44.2 | $ 37.6 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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, 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 assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of September 30, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to the valuation of estimated credit losses, contract assets, outsourcing assets, marketable software, goodwill, purchased intangibles and other long-lived assets, and retirement and other post-employment benefits. While there was not a material impact to our consolidated financial position as of September 30, 2021 resulting from our assessments, our future assessment of our current expectations at that time of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to our consolidated financial position in future reporting periods. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued OperationsOn March 13, 2020, the company completed the sale of its U.S. Federal business to Science Applications International Corporation for cash of $1.2 billion. Net cash proceeds of the sale were $1,162.9 million (net of working capital adjustments and transaction costs). The results of the U.S. Federal business discontinued operations were as follows: Three Months Ended September 30, 2020* Nine Months Ended September 30, 2020* Revenue $ — $ 149.5 Income (loss): Operations — 9.1 Gain on sale (0.2) 1,060.6 (0.2) 1,069.7 Income tax provision (benefit) (0.6) 2.9 Income from discontinued operations, net of tax $ 0.4 $ 1,066.8 * Includes results of operations through the March 13, 2020 closing date. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On June 3, 2021, the company acquired 100% of Unify Square, Inc. (Unify Square) for a purchase price consideration of $150.4 million on a cash-free, debt-free basis. The company funded the cash consideration and acquisition-related costs with cash on hand. Headquartered in Bellevue, Washington, and with offices in the United Kingdom, Germany, Switzerland, India, Australia and Lithuania, Unify Square is a leading experience management provider for secure collaboration and communication platforms. The acquisition is expected to enhance the company’s digital workplace solutions and enable the company to deliver higher value solutions to its clients. The fair values of the total net assets acquired was as follows: Receivables $ 3.4 Prepaid expenses and other current assets 0.6 Properties and other long-term assets 0.4 Operating lease right-of-use assets 1.7 Accounts payable and accruals (3.8) Deferred revenue (2.7) Long-term operating lease liabilities (1.7) Intangible assets 18.2 Goodwill 134.3 Total $ 150.4 During the three months ended September 30, 2021, the company finalized its valuation of assets acquired and liabilities assumed resulting in measurement period adjustments that increased goodwill by $16.7 million primarily related to a decrease of $16.3 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 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 has been recorded in the company’s Digital Workplace Solutions segment and is not deductible for tax purpose. 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 Technology 3.2 $ 10.0 Customer relationships - Software and Software Solutions 3.0 5.2 Customer relationships - Consulting 10.0 3.0 Total $ 18.2 For the three and nine months ended September 30, 2021, the company incurred and expensed acquisition-related costs of $0.8 million and $2.4 million, respectively, included within selling, general and administrative expense on the consolidated statements of income (loss). The company’s consolidated financial statements include the results of Unify Square commencing as of the acquisition date. |
Cost-Reduction Actions
Cost-Reduction Actions | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Cost-Reduction Actions | Cost-Reduction Actions During the three months ended September 30, 2021, the company recognized cost-reduction charges and other costs of $0.8 million. The charges (credits) related to work-force reductions were $(0.6) million, principally related to severance costs, and were comprised of: (a) a charge of $0.7 million and (b) a credit of $(1.3) million for changes in estimates. In addition, the company recorded net charges (credits) of $1.4 million comprised of a charge of $1.3 million for net foreign currency losses related to exiting foreign countries, a charge of $0.5 million for asset impairments and a credit of $(0.4) million related to other cost-reduction efforts. During the three months ended September 30, 2020, the company recognized cost-reduction charges and other costs of $13.2 million. The charges (credits) related to work-force reductions were $0.7 million, principally related to severance costs, and were comprised of: (a) a charge of $2.7 million and (b) a credit of $(2.0) million for changes in estimates. In addition, the company recorded a credit of $(0.6) million for net foreign currency gains related to exiting foreign countries, a charge of $7.5 million for asset impairments and a charge of $5.6 million of other expenses. During the nine months ended September 30, 2021, the company recognized cost-reduction charges and other costs of $14.4 million. The charges (credits) related to work-force reductions were $(2.5) million, principally related to severance costs, and were comprised of: (a) a charge of $6.5 million and (b) a credit of $(9.0) million for changes in estimates. In addition, the company recorded charges of $16.9 million comprised of $2.9 million for net foreign currency losses related to exiting foreign countries, $7.3 million for asset impairments and $6.7 million of other expenses related to the cost-reduction effort. During the nine months ended September 30, 2020, the company recognized cost-reduction charges and other costs of $48.6 million. The charges (credits) related to work-force reductions were $6.2 million, principally related to severance costs, and were comprised of: (a) a charge of $14.0 million and (b) a credit of $(7.8) million for changes in estimates. In addition, the company recorded charges of $17.8 million for net foreign currency losses related to exiting foreign countries, $19.0 million for asset impairments and $5.6 million of other expenses. The charges (credits) were recorded in the following statement of income classifications: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue - services $ (0.2) $ 2.9 $ 0.9 $ 15.7 Selling, general and administrative (0.1) 10.8 8.7 14.8 Research and development (0.2) 0.1 1.9 0.3 Other expense, net 1.3 (0.6) 2.9 17.8 Total $ 0.8 $ 13.2 $ 14.4 $ 48.6 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, 2020 $ 55.9 $ 13.1 $ 42.8 Additional provisions 6.5 4.0 2.5 Payments (31.8) (11.8) (20.0) Changes in estimates (9.0) (0.5) (8.5) Translation adjustments (1.3) — (1.3) Balance at September 30, 2021 $ 20.3 $ 4.8 $ 15.5 Expected future utilization on balance at September 30, 2021: Short-term $ 17.1 $ 4.8 $ 12.3 Long-term $ 3.2 $ — $ 3.2 |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits Net periodic pension expense is presented below: Three Months Ended Three Months Ended Total U.S. International Total U.S. International Service cost (i) $ 0.7 $ — $ 0.7 $ 0.8 $ — $ 0.8 Interest cost 38.2 29.4 8.8 54.1 40.6 13.5 Expected return on plan assets (69.8) (50.0) (19.8) (75.0) (52.1) (22.9) Amortization of prior service benefit (1.3) (0.7) (0.6) (1.3) (0.6) (0.7) Recognized net actuarial loss 45.8 34.0 11.8 44.8 33.8 11.0 Settlement losses — — — — — — Net periodic pension expense $ 13.6 $ 12.7 $ 0.9 $ 23.4 $ 21.7 $ 1.7 Nine Months Ended Nine Months Ended Total U.S. International Total U.S. International Service cost (i) $ 2.4 $ — $ 2.4 $ 2.2 $ — $ 2.2 Interest cost 116.2 88.2 28.0 161.7 121.8 39.9 Expected return on plan assets (212.3) (149.9) (62.4) (224.0) (156.4) (67.6) Amortization of prior service benefit (4.0) (1.9) (2.1) (3.8) (1.9) (1.9) Recognized net actuarial loss 138.6 101.8 36.8 133.8 101.6 32.2 Settlement losses 368.7 158.0 210.7 — — — Net periodic pension expense $ 409.6 $ 196.2 $ 213.4 $ 69.9 $ 65.1 $ 4.8 (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). In January of 2021, the company purchased a group annuity contract for $279 million to transfer projected benefit obligations related to approximately 11,600 retirees of the company’s U.S. defined benefit pension plans. This action resulted in a first quarter 2021 pre-tax settlement loss of $158.0 million. Effective May 1, 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 resulted in removing all of the plan’s projected benefit obligations, valued at approximately $553 million, from the company’s balance sheet. This action resulted in a second quarter 2021 pre-tax settlement loss of $182.6 million. In the second quarter of 2021, the company’s Swiss subsidiary transferred its defined benefit pension plan to a multiple-employer collective foundation. This resulted in removing the projected benefit obligations related to retirees under the Swiss plan, valued at approximately $100 million, from the company’s balance sheet. The transfer required a one-time additional contribution of approximately $10 million to the Swiss plan during the first quarter of 2021. This action resulted in a second quarter 2021 pre-tax settlement loss of $28.1 million. The American Rescue Plan Act, which was signed into law on March 11, 2021, includes a provision for pension relief that extends the amortization period for required contributions from 7 to 15 years and provides for the stabilization of interest rates used to calculate future required contributions. As a result, based on year-end 2020 pension data and assumptions, current projections indicate that the company will not be required to make future cash contributions to its U.S. qualified defined benefit pension plans for the period covered by such projections and the company has determined that it will not make the previously-contemplated voluntary $200 million contribution to its U.S. pension plans in 2021. Any future 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. In 2021, the company expects to make cash contributions of approximately $48.3 million primarily for the company’s international defined benefit pension plans. In 2020, the company made cash contributions of $826.2 million to its worldwide defined benefit pension plans. For the nine months ended September 30, 2021 and 2020, the company made cash contributions of $40.3 million and $340.2 million, respectively. Net periodic postretirement benefit (income) expense is presented below: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Service cost (i) $ 0.1 $ 0.1 $ 0.3 $ 0.3 Interest cost 0.5 1.1 1.3 3.3 Expected return on assets (0.1) (0.1) (0.3) (0.3) Recognized net actuarial (gain) loss (0.7) 0.3 (2.0) 0.8 Amortization of prior service cost (0.4) (0.4) (1.2) (1.2) Net periodic postretirement benefit (income) expense $ (0.6) $ 1.0 $ (1.9) $ 2.9 (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 $5.0 million to its postretirement benefit plan in 2021 compared to $6.0 million in 2020. For the nine months ended September 30, 2021 and 2020, the company made cash contributions of $3.3 million and $4.3 million, respectively. |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation | 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 September 30, 2021, 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 nine months ended September 30, 2021 and 2020, the company recorded $11.5 million and $11.1 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 nine months ended September 30, 2021 follows (shares in thousands): Restricted Weighted- Outstanding at December 31, 2020 1,726 $ 17.87 Granted 1,270 27.96 Vested (895) 16.57 Forfeited and expired (127) 20.28 Outstanding at September 30, 2021 1,974 23.31 The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units granted during the nine months ended September 30, 2021 and 2020 was $32.4 million and $17.2 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: Nine Months Ended 2021 2020 Weighted-average fair value of grant $ 40.02 $ 28.33 Risk-free interest rate (i) 0.27 % 1.35 % Expected volatility (ii) 57.08 % 51.81 % Expected life of restricted stock units in years (iii) 2.84 2.86 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 September 30, 2021, there was $28.7 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 2.2 years. The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units vested during the nine months ended September 30, 2021 and 2020 was $14.8 million and $13.0 million, respectively. |
Other (expense), net
Other (expense), net | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other (expense), net | Other (expense), net Other (expense), net is comprised of the following: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Postretirement expense* $ (12.2) $ (23.5) $ (405.0) $ (70.3) Loss on debt extinguishment — — — (28.5) Foreign exchange gains (losses)** (2.1) 0.7 (3.0) (14.2) Environmental costs and other, net (9.9) (9.7) (26.6) (21.3) Total other (expense), net $ (24.2) $ (32.5) $ (434.6) $ (134.3) *Includes $368.7 million in the nine months ended September 30, 2021 of settlement losses related to defined benefit pension plans. See Note 5. **Includes net foreign currency losses of $1.3 million for the three months ended September 30, 2021 and net foreign currency gains of $0.6 million for the three months ended September 30, 2020, related to substantial completion of liquidation of foreign subsidiaries. Includes net foreign currency losses of $2.9 million and $17.8 million for the nine months ended September 30, 2021 and 2020, respectively, related to substantial completion of liquidation of foreign subsidiaries. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the nine months ended September 30, 2021, the benefit for income taxes was $33.8 million, which includes income tax benefits of $51.7 million related to the pension plan settlement losses in the Netherlands and Switzerland. In June 2021, the UK enacted an income tax rate increase from 19% to 25% for the financial year beginning April 1, 2023. The UK rate increase resulted in a deferred tax benefit of approximately $17.7 million for the nine months ended September 30, 2021. For the nine months ended September 30, 2020, the provision for income taxes was $26.6 million. Accounting rules governing income taxes require that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. These rules also require that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or the entire deferred tax asset will not be realized. The company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the company’s historical profitability, forecast of future taxable income and available tax-planning strategies that could be implemented to realize the net deferred tax assets. The company uses tax-planning strategies to realize or renew net deferred tax assets to avoid the potential loss of future tax benefits. A full valuation allowance is currently maintained for all U.S. and certain foreign deferred tax assets in excess of deferred tax liabilities. The company will record a tax provision or benefit for those international subsidiaries that do not have a full valuation allowance against their net deferred tax assets. Any profit or loss recorded for the company’s U.S. operations will have no provision or benefit associated with it due to such valuation allowance, except with respect to withholding taxes not creditable against future taxable income. As a result, the company’s provision or benefit for taxes may vary significantly depending on the geographic distribution of income. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table shows how earnings (loss) per share attributable to Unisys Corporation was computed (shares in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Basic earnings (loss) per common share computation: Net loss from continuing operations attributable to Unisys Corporation $ (18.7) $ (13.3) $ (317.3) $ (143.0) Income from discontinued operations, net of tax — 0.4 — 1,066.8 Net (loss) income attributable to Unisys Corporation $ (18.7) $ (12.9) $ (317.3) $ 923.8 Weighted average shares 67,131 63,032 66,211 62,897 Basic earnings (loss) per share attributable to Unisys Corporation Continuing operations $ (0.28) $ (0.21) $ (4.79) $ (2.27) Discontinued operations — 0.01 — 16.96 Total $ (0.28) $ (0.20) $ (4.79) $ 14.69 Diluted earnings (loss) per common share computation: Net loss from continuing operations attributable to Unisys Corporation $ (18.7) $ (13.3) $ (317.3) $ (143.0) Add interest expense on convertible senior notes, net of tax of zero — — — — Net loss from continuing operations attributable to Unisys Corporation for diluted earnings per share (18.7) (13.3) (317.3) (143.0) Income from discontinued operations, net of tax — 0.4 — 1,066.8 Net income (loss) attributable to Unisys Corporation for diluted earnings per share $ (18.7) $ (12.9) $ (317.3) $ 923.8 Weighted average shares 67,131 63,032 66,211 62,897 Plus incremental shares from assumed conversions: Employee stock plans — — — — Convertible senior notes — — — — Adjusted weighted average shares 67,131 63,032 66,211 62,897 Diluted earnings (loss) per share attributable to Unisys Corporation Continuing operations $ (0.28) $ (0.21) $ (4.79) $ (2.27) Discontinued operations — 0.01 — 16.96 Total $ (0.28) $ (0.20) $ (4.79) $ 14.69 Anti-dilutive weighted-average stock options and restricted stock units (i) 764 998 857 892 Anti-dilutive weighted-average common shares issuable upon conversion of the convertible senior notes (i) — 8,625 742 8,625 (i) Amounts represent shares excluded from the computation of diluted earnings per share, as their effect, if included, would have been anti-dilutive for the periods presented. |
Contract Assets and Deferred Re
Contract Assets and Deferred Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Deferred Revenue | Contract Assets and Deferred Revenue Contract assets represent rights to consideration in exchange for goods or services transferred to a customer when that right is conditional on something other than the passage of time. Deferred revenue represents contract liabilities. Net contract assets (liabilities) are as follows: September 30, 2021 December 31, 2020 Contract assets - current $ 51.3 $ 44.3 Contract assets - long-term (i) 12.6 20.7 Deferred revenue - current (224.2) (257.1) Deferred revenue - long-term (153.0) (137.9) (i) Reported in other long-term assets on the company’s consolidated balance sheets Significant changes in the above contract asset and liability balances were as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue recognized that was included in deferred revenue at the beginning of the period $ 47.5 $ 48.1 $ 210.4 $ 197.3 The company’s incremental direct costs of obtaining a contract consist of sales commissions which are deferred and amortized ratably over the initial contract life. These costs are classified as current or noncurrent based on the timing of when the company expects to recognize the expense. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other current assets and in other long-term assets, respectively, in the company’s consolidated balance sheets. At September 30, 2021 and December 31, 2020, the company had $6.8 million and $8.7 million, respectively, of deferred commissions. Amortization expense related to deferred commissions was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Deferred commissions - amortization expense (i) $ 0.6 $ 0.8 $ 2.2 $ 2.3 (i) Reported in selling, general and administrative expense in the company’s consolidated statements of income (loss) Costs on outsourcing contracts are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract (costs to fulfill a contract), principally initial customer setup, are capitalized and expensed over the initial contract life. These costs are included in outsourcing assets, net in the company’s consolidated balance sheets. The amount of such costs at September 30, 2021 and December 31, 2020 was $61.8 million and $74.4 million, respectively. These costs are amortized over the initial contract life and reported in cost of revenue. Amortization expense related to costs to fulfill a contract was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Costs to fulfill a contract - amortization expense $ 7.7 $ 7.9 $ 20.4 $ 20.6 The remaining balance of outsourcing assets, net is comprised of fixed assets and software used in connection with outsourcing contracts. These costs are capitalized and depreciated over the shorter of the initial contract life or in accordance with the company’s fixed asset policy. |
Capitalized Contract Costs
Capitalized Contract Costs | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Capitalized Contract Costs | Contract Assets and Deferred Revenue Contract assets represent rights to consideration in exchange for goods or services transferred to a customer when that right is conditional on something other than the passage of time. Deferred revenue represents contract liabilities. Net contract assets (liabilities) are as follows: September 30, 2021 December 31, 2020 Contract assets - current $ 51.3 $ 44.3 Contract assets - long-term (i) 12.6 20.7 Deferred revenue - current (224.2) (257.1) Deferred revenue - long-term (153.0) (137.9) (i) Reported in other long-term assets on the company’s consolidated balance sheets Significant changes in the above contract asset and liability balances were as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue recognized that was included in deferred revenue at the beginning of the period $ 47.5 $ 48.1 $ 210.4 $ 197.3 The company’s incremental direct costs of obtaining a contract consist of sales commissions which are deferred and amortized ratably over the initial contract life. These costs are classified as current or noncurrent based on the timing of when the company expects to recognize the expense. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other current assets and in other long-term assets, respectively, in the company’s consolidated balance sheets. At September 30, 2021 and December 31, 2020, the company had $6.8 million and $8.7 million, respectively, of deferred commissions. Amortization expense related to deferred commissions was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Deferred commissions - amortization expense (i) $ 0.6 $ 0.8 $ 2.2 $ 2.3 (i) Reported in selling, general and administrative expense in the company’s consolidated statements of income (loss) Costs on outsourcing contracts are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract (costs to fulfill a contract), principally initial customer setup, are capitalized and expensed over the initial contract life. These costs are included in outsourcing assets, net in the company’s consolidated balance sheets. The amount of such costs at September 30, 2021 and December 31, 2020 was $61.8 million and $74.4 million, respectively. These costs are amortized over the initial contract life and reported in cost of revenue. Amortization expense related to costs to fulfill a contract was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Costs to fulfill a contract - amortization expense $ 7.7 $ 7.9 $ 20.4 $ 20.6 The remaining balance of outsourcing assets, net is comprised of fixed assets and software used in connection with outsourcing contracts. These costs are capitalized and depreciated over the shorter of the initial contract life or in accordance with the company’s fixed asset policy. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements Due to its foreign operations, the company is exposed to the effects of foreign currency exchange rate fluctuations on the U.S. dollar, principally related to intercompany account balances. The company uses derivative financial instruments to reduce its exposure to market risks from changes in foreign currency exchange rates on such balances. The company enters into foreign exchange forward contracts, generally having maturities of three months or less, which have not been designated as hedging instruments. At September 30, 2021 and December 31, 2020, the notional amount of these contracts was $572.9 million and $588.5 million, respectively. The fair value of these forward contracts is based on quoted prices for similar but not identical financial instruments; as such, the inputs are considered Level 2 inputs. The following table summarizes the fair value of the company’s foreign exchange forward contracts. September 30, 2021 December 31, 2020 Balance Sheet Location Prepaid expenses and other current assets $ 0.1 $ 1.4 Other accrued liabilities 7.3 1.0 Total fair value $ (7.2) $ 0.4 The following table summarizes the location and amount of gains and (losses) recognized on foreign exchange forward contracts. Three Months Ended Nine Months Ended 2021 2020 2021 2020 Statement of Income Location Other (expense), net $ (11.4) $ 13.7 $ (15.7) $ (10.9) Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and other liabilities. The carrying amounts of these financial assets and liabilities approximate fair value due to their short maturities. Such financial instruments are not included in the following table that provides information about the estimated fair values of other financial instruments that are not measured at fair value in the consolidated balance sheets as of September 30, 2021 and December 31, 2020. September 30, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt: 6.875% senior secured notes due November 1, 2027 $ 477.8 $ 529.7 $ 476.9 $ 532.3 5.50% convertible senior notes due March 1, 2021 — — 83.6 169.8 Long-term debt is carried at amortized cost and its estimated fair value is based on market prices classified as Level 2 in the fair value hierarchy. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill In January 2021, the company changed its organizational structure to more effectively address evolving client needs. With these changes, the company changed its reportable segments, operating segments and reporting units. The realignment and change was deemed a triggering event, resulting in the company performing an interim goodwill analysis on the reporting units impacted by this segment change as of immediately before and immediately after the change. There were no impairment charges resulting from this analysis. See Note 18 for additional information on the company’s operating and reportable segments. As a result of the realignment, goodwill totaling $108.6 million was reallocated to reporting units on a relative fair value basis. The amount of goodwill at March 31, 2021 and December 31, 2020 was as follows: Enterprise Computing Solutions (ECS), $98.3 million and Other, $10.3 million. On June 3, 2021, the company acquired Unify Square, Inc. resulting in goodwill of $134.3 million recorded in the company’s Digital Workplace Solutions (DWS) segment (see Note 3). Changes in the carrying value of goodwill by reporting unit were as follows: Total DWS C&I ECS Other Balance at December 31, 2020 $ 108.6 $ — $ — $ 98.3 $ 10.3 Acquisition (see Note 3) 134.3 134.3 — — — Balance at September 30, 2021 $ 242.9 $ 134.3 $ — $ 98.3 $ 10.3 At September 30, 2021, the amount of goodwill allocated to reporting units with negative net assets within Other was $10.3 million. Intangible Assets, Net Intangible assets, net (see Note 3) at September 30, 2021 consists of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology $ 10.0 $ 1.0 $ 9.0 Customer relationships - Software and Software Solutions 5.2 0.6 4.6 Customer relationships - Consulting 3.0 0.1 2.9 Total $ 18.2 $ 1.7 $ 16.5 For the three and nine months ended September 30, 2021, amortization expense was $1.2 million and $1.7 million, respectively, included within selling, general and administrative expense on the consolidated statements of income (loss). The future amortization relating to acquired intangible assets at September 30, 2021 was estimated as follows: Future Amortization Expense Remainder of 2021 $ 1.3 2022 5.2 2023 5.2 2024 2.9 2025 0.3 Thereafter 1.6 Total $ 16.5 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt is comprised of the following: September 30, 2021 December 31, 2020 6.875% senior secured notes due November 1, 2027 (Face value of $485.0 million less unamortized issuance costs of $7.2 and $8.1 million at September 30, 2021 and at December 31, 2020) $ 477.8 $ 476.9 5.50% convertible senior notes (Face value of $84.2 million less unamortized discount and fees of $0.6 million at December 31, 2020) — 83.6 Finance leases 3.2 5.5 Other debt 51.9 63.9 Total 532.9 629.9 Less – current maturities 18.8 102.8 Total long-term debt $ 514.1 $ 527.1 See Note 12 for the fair value of the notes. Senior Secured Notes due 2027 On October 29, 2020, the company issued $485.0 million aggregate principal amount of its 6.875% Senior Secured Notes due 2027 (the 2027 Notes). The 2027 Notes pay interest semiannually on May 1 and November 1 and will mature on November 1, 2027, unless earlier repurchased or redeemed. The 2027 Notes are fully and unconditionally guaranteed on a senior secured basis by Unisys Holding Corporation, Unisys NPL, Inc., Unisys AP Investment Company I, and Unify Square, Inc., each is directly or indirectly owned by the company (the subsidiary guarantors). The 2027 Notes and the related guarantees rank equally in right of payment with all of the existing and future senior debt of the company and its subsidiary guarantors and senior in right of payment to any future subordinated debt of the company and its subsidiary guarantors. The 2027 Notes and the related guarantees are structurally subordinated to all existing and future liabilities (including preferred stock, trade payables and pension liabilities) of the subsidiaries of the company that are not subsidiary guarantors. The 2027 Notes and the guarantees are secured by liens on substantially all assets of the company and the subsidiary guarantors, other than certain excluded assets (the collateral). The liens securing the 2027 Notes on certain ABL collateral are subordinated to the liens on ABL collateral in favor of the ABL secured parties and, in the future, the liens securing the 2027 Notes may be subordinated to liens on the collateral securing certain permitted first lien debt, subject to certain limitations and permitted liens. Prior to November 1, 2023, the company may, at its option, redeem some or all of the 2027 Notes at any time, at a price equal to 100% of the principal amount of the 2027 Notes redeemed plus a “make-whole” premium, plus accrued and unpaid interest, if any. The company may also redeem, at its option, up to 40% of the 2027 Notes at any time prior to November 1, 2023, using the proceeds of certain equity offerings at a redemption price of 106.875% of the principal amount thereof, plus accrued and unpaid interest, if any. On or after November 1, 2023, the company may, on any one or more occasions, redeem all or a part of the 2027 Notes at specified redemption premiums, declining to par for any redemptions on or after November 1, 2025. The indenture contains covenants that limit the ability of the company and its restricted subsidiaries to, among other things: (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem its capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make certain prepayments in respect of pension obligations; (v) issue certain preferred stock or similar equity securities; (vi) make loans and investments (including investments by the company and subsidiary guarantors in subsidiaries that are not guarantors); (vii) sell assets; (viii) create or incur liens; (ix) enter into transactions with affiliates; (x) enter into agreements restricting its subsidiaries’ ability to pay dividends; and (xi) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to several important limitations and exceptions. If the company experiences certain kinds of changes of control (as defined in the indenture), it will be required to offer to repurchase the 2027 Notes at 101% of the principal amount of the 2027 Notes, plus accrued and unpaid interest as of the repurchase date, if any. In addition, if the company sells assets, under certain circumstances it must apply the proceeds towards an offer to repurchase the 2027 Notes at a price equal to par plus accrued and unpaid interest, if any. The indenture also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2027 Notes to be due and payable immediately. Interest expense related to the 2027 Notes is comprised of the following: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Contractual interest coupon $ 8.3 $ 25.0 Amortization of issuance costs 0.3 0.9 Total $ 8.6 $ 25.9 Senior Secured Notes Due 2022 On April 15, 2020, the company redeemed all $440.0 million in aggregate principal amount of its outstanding 10.75% Senior Secured Notes due 2022 (the 2022 Notes) for a redemption price equal to 105.375% of the aggregate principal amount of the 2022 Notes redeemed plus accrued but unpaid interest to, but not including, the redemption date. The redemption price paid was $487.3 million and is made up of the following: $440.0 million of principal amount due, $23.65 million of call premium and $23.65 million of accrued interest through April 14, 2020. In the second quarter of 2020, the company recorded a loss on debt extinguishment in other (expense), net of $28.5 million consisting of the premium of $23.65 million and write off of $4.8 million of unamortized discount and fees related to the issuance of the 2022 Notes. Interest expense related to the 2022 Notes was as follows: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Contractual interest coupon $ — $ 13.8 Amortization of issuance costs — 0.7 Total $ — $ 14.5 Convertible Senior Notes Due 2021 In 2016, the company issued $213.5 million aggregate principal amount of Convertible Senior Notes due 2021 (the 2021 Notes). Following the completion of separate, privately negotiated exchange agreements in 2019, $84.2 million aggregate principal amount of 2021 Notes remained outstanding. On March 3, 2021, the company completed the conversion of $84.2 million aggregate principal amount of the 2021 Notes that remained outstanding for a combination of cash and shares of the company’s common stock. As a result of the conversion of the outstanding 2021 Notes, the company delivered to the holders (i) aggregate cash payments totaling approximately $86.5 million, which included an aggregate cash payment for outstanding principal of approximately $84.2 million, an aggregate cash payment for accrued interest of approximately $2.3 million and a nominal cash payment in lieu of fractional shares, and (ii) the issuance of 4,537,123 shares of the company’s common stock. The issuance of the common stock was made in exchange for the 2021 Notes pursuant to an exemption from the registration requirements provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The company also received 1,251,460 shares of its common stock, now held in treasury stock, from the settlement of the capped call transactions that the company had entered into with the initial purchasers and/or affiliates of the initial purchasers of the 2021 Notes in connection with the issuance of the 2021 Notes. As a result, the net number of outstanding shares of the company’s common stock following the conversion of the 2021 Notes increased by 3,285,663 shares. Interest expense related to the 2021 Notes was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Contractual interest coupon $ — $ 1.2 $ 0.8 $ 3.5 Amortization of debt discount — 0.7 0.5 2.3 Amortization of debt issuance costs — 0.2 0.1 0.4 Total $ — $ 2.1 $ 1.4 $ 6.2 Other Debt In 2019, the company entered into a $27.7 million Installment Payment Agreement (IPA) maturing on December 20, 2023 with a syndicate of financial institutions to finance the acquisition of certain software licenses necessary for the provision of services to a client. Interest accrues at an annual rate of 7.0% and the company is required to make monthly principal and interest payments on each agreement in arrears. At September 30, 2021, $5.9 million was reported in current maturities of long-term debt. In 2019, the company entered into a vendor agreement in the amount of $19.3 million to finance the acquisition of certain software licenses used to provide services to our clients and for its own internal use. Interest accrues at an annual rate of 5.47% and the company is required to make annual principal and interest payments in advance with the last payment due on March 1, 2024. At September 30, 2021, $3.8 million was reported in current maturities of long-term debt. Asset Based Lending (ABL) Credit Facility Contemporaneously with the issuance of the 2027 Notes, the company and the subsidiary guarantors entered into an amendment and restatement of the company’s secured revolving credit facility (the Amended and Restated ABL Credit Facility) that 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 an increase in credit facility up to $175.0 million upon the satisfaction of certain conditions specified in the Amended and Restated ABL Credit Facility. The amendment and restatement extended the maturity from October 2022 to October 29, 2025 and modified certain other terms and covenants. Availability under the credit facility is subject to a borrowing base calculated by reference to the company’s receivables. At September 30, 2021, the company had no borrowings and $5.7 million of letters of credit outstanding, and availability under the facility was $75.1 million net of letters of credit issued. The Amended and Restated ABL Credit Facility is subject to a springing maturity, under which the Amended and Restated ABL Credit Facility will immediately mature 91 days prior to any date on which contributions to pension funds in the United States in an amount in excess of $100.0 million are required to be paid unless the company is able to meet certain conditions, including that the company has the liquidity (as defined in the Amended and Restarted ABL Credit Facility) to cash settle the amount of such pension payments, no default or event of default has occurred under the Amended and Restated ABL Credit Facility, the company’s liquidity is above $130.0 million and the company is in compliance with the then applicable fixed charge coverage ratio on a pro forma basis. The Amended and Restated ABL Credit Facility is guaranteed by the subsidiary guarantors and any future material domestic subsidiaries. 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. 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. The Amended and Restated ABL Credit Facility contains customary representations and warranties, including, but not limited to, that there has been no material adverse change in the company’s business, properties, operations or financial condition. The Amended and Restated ABL Credit Facility includes restrictions on the ability of the company and its subsidiaries to, among other things, incur other debt or liens, dispose of assets and make acquisitions, loans and investments, repurchase its equity, and prepay other debt. These restrictions are subject to several important limitations and exceptions. Events of default include non-payment, failure to comply with covenants, materially incorrect representations and warranties, change of control and default under other debt aggregating at least $50.0 million, subject to relevant cure periods, as applicable. At September 30, 2021, the company has met all covenants and conditions under its various lending and funding agreements. For at least the next twelve months, the company expects to continue to meet these covenants and conditions. |
Litigation and Contingencies
Litigation and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Contingencies | Litigation and Contingencies There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against the company, which arise in the ordinary course of business, including actions with respect to commercial and government contracts, labor and employment, employee benefits, environmental matters, intellectual property and non-income tax matters. The company records a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter. The company believes that it has valid defenses with respect to legal matters pending against it. Based on its experience, the company also believes that the damage amounts claimed in the lawsuits disclosed below are not a meaningful indicator of the company’s potential liability. Litigation is inherently unpredictable, however, and it is possible that the company’s results of operations or cash flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against it. The company’s Brazilian operations, along with those of many other companies doing business in Brazil, are involved in various litigation matters, including numerous governmental assessments related to indirect and other taxes, as well as disputes associated with former employees and contract labor. The tax-related matters pertain to value-added taxes, customs, duties, sales and other non-income-related tax exposures. The labor-related matters include claims related to compensation. The company believes that appropriate accruals have been established for such matters based on information currently available. At September 30, 2021, excluding those matters that have been assessed by management as being remote as to the likelihood of ultimately resulting in a loss, the amount related to unreserved tax-related matters, inclusive of any related interest, is estimated to be up to approximately $76 million. With respect to the specific legal proceedings and claims described above, except as otherwise noted, either (i) the amount or range of possible losses in excess of amounts accrued, if any, is not reasonably estimable or (ii) the company believes that the amount or range of possible losses in excess of amounts accrued that are estimable would not be material. Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such matters could exceed the amounts accrued in an amount that could be material to the company’s financial condition, results of operations and cash flows in any particular reporting period. Notwithstanding that the ultimate results of the lawsuits, claims, investigations and proceedings that have been brought or asserted against the company are not currently determinable, the company believes that at September 30, 2021, it has adequate provisions for any such matters. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is as follows: Total Translation Postretirement Balance at December 31, 2020 $ (3,939.5) $ (826.6) $ (3,112.9) Other comprehensive (loss) income before reclassifications (16.1) (32.5) 16.4 Amounts reclassified from accumulated other comprehensive loss 387.4 (2.9) 390.3 Current period other comprehensive income (loss) 371.3 (35.4) 406.7 Balance at September 30, 2021 $ (3,568.2) $ (862.0) $ (2,706.2) Amounts reclassified out of accumulated other comprehensive loss are as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Translation adjustments: Adjustment for substantial completion of liquidation of foreign subsidiaries (i) $ (1.3) $ 0.6 $ (2.9) $ (17.8) Postretirement plans (ii) : Amortization of prior service cost (1.6) (1.5) (4.7) (4.4) Amortization of actuarial losses 44.3 44.5 134.3 132.8 Settlement losses — — 300.7 — Total before tax 41.4 43.6 427.4 110.6 Income tax benefit (1.4) (1.4) (40.0) (4.1) Total reclassifications for the period $ 40.0 $ 42.2 $ 387.4 $ 106.5 (i) Reported in other (expense), net in the consolidated statements of income (loss). (ii) These items are included in net periodic postretirement cost (see Note 5). |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Nine Months Ended 2021 2020 Cash paid during the period for: Income taxes, net of refunds $ 43.5 $ 14.8 Interest $ 22.7 $ 31.9 The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the consolidated statements of cash flows. September 30, 2021 December 31, 2020 Cash and cash equivalents $ 615.4 $ 898.5 Restricted cash 9.1 8.2 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 624.5 $ 906.7 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information In January 2021, the company changed its organizational structure to more effectively address evolving client needs. With these changes, the company changed its reportable segments, but this did not impact the consolidated financial statements as of December 31, 2020. In addition, during the second quarter of 2021, the company renamed its ClearPath Forward® segment as Enterprise Computing Solutions to better represent the nature of the segment’s operations. There was no change to the composition of the segment or its historical results. The company’s reportable segments are as follows: • Digital Workplace Solutions (DWS), which provides services and IP-led solutions that support clients’ employees’ productivity, satisfaction and ability to securely work anywhere, any time; • Cloud & Infrastructure Solutions (C&I), which provides hybrid and multi-cloud solutions in select markets to accelerate innovation and increase efficiency of our clients’ businesses; and • Enterprise Computing Solutions (ECS), which provides server systems and operating system software and services that are secure, innovative, and reliable for mission-critical processing. The accounting policies of each segment are the same as those followed by the company as a whole. Intersegment sales and transfers are priced as if the sales or transfers were to third parties. Accordingly, the ECS segment records intersegment revenue and manufacturing profit on hardware and software shipments to customers under contracts of other segments. These segments, in turn, record customer revenue and marketing profits on such shipments of company hardware and software to customers. In the company’s consolidated statements of income, the manufacturing costs of products sourced from the ECS segment and sold to other segments’ customers are reported in cost of revenue for these other segments. Also included in the ECS segment’s sales and gross profit are sales of hardware and software sold to other segments for internal use in their engagements. The amount of such profit included in gross profit of the ECS segment for the three months ended September 30, 2021 and 2020 was $0.3 million and $5.3 million, respectively. The amount for the nine months ended September 30, 2021 and 2020 was $1.4 million and $5.3 million, respectively. The sales and profit on these transactions are eliminated in Corporate. The company evaluates segment performance based on gross profit exclusive of the service cost component of postretirement income or expense, restructuring charges, amortization of purchased intangibles and unusual and nonrecurring items, which are included in Corporate. During the first quarter of 2021, the company also changed its internal measurement of segment profitability. Prior period amounts have therefore been reclassified to be comparable to the current period’s presentation. A summary of the company’s operations by segment is presented below: Total Segments DWS C&I ECS Three Months Ended September 30, 2021 Customer revenue $ 409.4 $ 141.3 $ 118.9 $ 149.2 Intersegment — — — — Total revenue $ 409.4 $ 141.3 $ 118.9 $ 149.2 Gross profit $ 123.1 $ 16.8 $ 9.3 $ 97.0 Three Months Ended September 30, 2020 Customer revenue $ 411.8 $ 148.3 $ 116.9 $ 146.6 Intersegment — — — — Total revenue $ 411.8 $ 148.3 $ 116.9 $ 146.6 Gross profit $ 101.2 $ 21.6 $ 4.3 $ 75.3 Total Segments DWS C&I ECS Nine Months Ended September 30, 2021 Customer revenue $ 1,281.8 $ 428.9 $ 366.6 $ 486.3 Intersegment 1.4 — — 1.4 Total revenue $ 1,283.2 $ 428.9 $ 366.6 $ 487.7 Gross profit $ 398.9 $ 57.7 $ 36.9 $ 304.3 Nine Months Ended September 30, 2020 Customer revenue $ 1,215.3 $ 442.0 $ 334.1 $ 439.2 Intersegment 0.1 — — 0.1 Total revenue $ 1,215.4 $ 442.0 $ 334.1 $ 439.3 Gross profit $ 277.5 $ 37.9 $ 7.4 $ 232.2 Presented below is a reconciliation of total segment revenue to total consolidated revenue: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total segment revenue $ 409.4 $ 411.8 $ 1,283.2 $ 1,215.4 Other revenue 78.6 83.4 233.3 234.1 Elimination of intercompany revenue — — (1.4) (0.1) Total consolidated revenue $ 488.0 $ 495.2 $ 1,515.1 $ 1,449.4 Other revenue and, in the table below, other gross profit, is comprised of an aggregation of a number of immaterial business activities that principally provide for the management of critical processes and functions for clients in select industries, helping them improve performance and reduce costs. Presented below is a reconciliation of total segment gross profit to consolidated loss from continuing operations before income taxes: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total segment gross profit $ 123.1 $ 101.2 $ 398.9 $ 277.5 Other gross profit 3.8 18.7 9.4 30.4 Total gross profit 126.9 119.9 408.3 307.9 Selling, general and administrative expense (95.1) (85.5) (279.7) (252.5) Research and development expense (6.7) (6.7) (19.1) (16.1) Interest expense (8.5) (2.4) (27.0) (20.9) Other (expense), net (24.2) (32.5) (434.6) (134.3) Total loss from continuing operations before income taxes $ (7.6) $ (7.2) $ (352.1) $ (115.9) Geographic information about the company’s revenue, which is principally based on location of the selling organization, is presented below: Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 191.1 $ 193.6 $ 627.2 $ 584.0 United Kingdom 53.1 58.6 225.2 176.9 Other foreign 243.8 243.0 662.7 688.5 Total $ 488.0 $ 495.2 $ 1,515.1 $ 1,449.4 |
Remaining Performance Obligatio
Remaining Performance Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Remaining Performance Obligations | Contract Assets and Deferred Revenue Contract assets represent rights to consideration in exchange for goods or services transferred to a customer when that right is conditional on something other than the passage of time. Deferred revenue represents contract liabilities. Net contract assets (liabilities) are as follows: September 30, 2021 December 31, 2020 Contract assets - current $ 51.3 $ 44.3 Contract assets - long-term (i) 12.6 20.7 Deferred revenue - current (224.2) (257.1) Deferred revenue - long-term (153.0) (137.9) (i) Reported in other long-term assets on the company’s consolidated balance sheets Significant changes in the above contract asset and liability balances were as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue recognized that was included in deferred revenue at the beginning of the period $ 47.5 $ 48.1 $ 210.4 $ 197.3 The company’s incremental direct costs of obtaining a contract consist of sales commissions which are deferred and amortized ratably over the initial contract life. These costs are classified as current or noncurrent based on the timing of when the company expects to recognize the expense. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other current assets and in other long-term assets, respectively, in the company’s consolidated balance sheets. At September 30, 2021 and December 31, 2020, the company had $6.8 million and $8.7 million, respectively, of deferred commissions. Amortization expense related to deferred commissions was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Deferred commissions - amortization expense (i) $ 0.6 $ 0.8 $ 2.2 $ 2.3 (i) Reported in selling, general and administrative expense in the company’s consolidated statements of income (loss) Costs on outsourcing contracts are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract (costs to fulfill a contract), principally initial customer setup, are capitalized and expensed over the initial contract life. These costs are included in outsourcing assets, net in the company’s consolidated balance sheets. The amount of such costs at September 30, 2021 and December 31, 2020 was $61.8 million and $74.4 million, respectively. These costs are amortized over the initial contract life and reported in cost of revenue. Amortization expense related to costs to fulfill a contract was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Costs to fulfill a contract - amortization expense $ 7.7 $ 7.9 $ 20.4 $ 20.6 The remaining balance of outsourcing assets, net is comprised of fixed assets and software used in connection with outsourcing contracts. These costs are capitalized and depreciated over the shorter of the initial contract life or in accordance with the company’s fixed asset policy. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn October 14, 2021, the company purchased a group annuity contract for approximately $235 million to transfer projected benefit obligations related to approximately 6,900 retirees of the company’s U.S. defined benefit pension plans. This action is expected to result in a fourth quarter 2021 non-cash, pre-tax settlement loss of approximately $130 million. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results of U.S. Federal Business Discontinued Operations | The results of the U.S. Federal business discontinued operations were as follows: Three Months Ended September 30, 2020* Nine Months Ended September 30, 2020* Revenue $ — $ 149.5 Income (loss): Operations — 9.1 Gain on sale (0.2) 1,060.6 (0.2) 1,069.7 Income tax provision (benefit) (0.6) 2.9 Income from discontinued operations, net of tax $ 0.4 $ 1,066.8 * Includes results of operations through the March 13, 2020 closing date. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Net Assets Acquired | The fair values of the total net assets acquired was as follows: Receivables $ 3.4 Prepaid expenses and other current assets 0.6 Properties and other long-term assets 0.4 Operating lease right-of-use assets 1.7 Accounts payable and accruals (3.8) Deferred revenue (2.7) Long-term operating lease liabilities (1.7) Intangible assets 18.2 Goodwill 134.3 Total $ 150.4 |
Schedule of Intangible Assets Acquired And The Related Weighted Average Amortization Period | 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 Technology 3.2 $ 10.0 Customer relationships - Software and Software Solutions 3.0 5.2 Customer relationships - Consulting 10.0 3.0 Total $ 18.2 |
Cost-Reduction Actions (Tables)
Cost-Reduction Actions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Statement of Income Classifications for Charges (Credits) and Reconciliation of Liabilities and Expected Future Payments | The charges (credits) were recorded in the following statement of income classifications: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue - services $ (0.2) $ 2.9 $ 0.9 $ 15.7 Selling, general and administrative (0.1) 10.8 8.7 14.8 Research and development (0.2) 0.1 1.9 0.3 Other expense, net 1.3 (0.6) 2.9 17.8 Total $ 0.8 $ 13.2 $ 14.4 $ 48.6 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, 2020 $ 55.9 $ 13.1 $ 42.8 Additional provisions 6.5 4.0 2.5 Payments (31.8) (11.8) (20.0) Changes in estimates (9.0) (0.5) (8.5) Translation adjustments (1.3) — (1.3) Balance at September 30, 2021 $ 20.3 $ 4.8 $ 15.5 Expected future utilization on balance at September 30, 2021: Short-term $ 17.1 $ 4.8 $ 12.3 Long-term $ 3.2 $ — $ 3.2 |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit (Income) Expense | Net periodic pension expense is presented below: Three Months Ended Three Months Ended Total U.S. International Total U.S. International Service cost (i) $ 0.7 $ — $ 0.7 $ 0.8 $ — $ 0.8 Interest cost 38.2 29.4 8.8 54.1 40.6 13.5 Expected return on plan assets (69.8) (50.0) (19.8) (75.0) (52.1) (22.9) Amortization of prior service benefit (1.3) (0.7) (0.6) (1.3) (0.6) (0.7) Recognized net actuarial loss 45.8 34.0 11.8 44.8 33.8 11.0 Settlement losses — — — — — — Net periodic pension expense $ 13.6 $ 12.7 $ 0.9 $ 23.4 $ 21.7 $ 1.7 Nine Months Ended Nine Months Ended Total U.S. International Total U.S. International Service cost (i) $ 2.4 $ — $ 2.4 $ 2.2 $ — $ 2.2 Interest cost 116.2 88.2 28.0 161.7 121.8 39.9 Expected return on plan assets (212.3) (149.9) (62.4) (224.0) (156.4) (67.6) Amortization of prior service benefit (4.0) (1.9) (2.1) (3.8) (1.9) (1.9) Recognized net actuarial loss 138.6 101.8 36.8 133.8 101.6 32.2 Settlement losses 368.7 158.0 210.7 — — — Net periodic pension expense $ 409.6 $ 196.2 $ 213.4 $ 69.9 $ 65.1 $ 4.8 (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). |
Postretirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit (Income) Expense | Net periodic postretirement benefit (income) expense is presented below: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Service cost (i) $ 0.1 $ 0.1 $ 0.3 $ 0.3 Interest cost 0.5 1.1 1.3 3.3 Expected return on assets (0.1) (0.1) (0.3) (0.3) Recognized net actuarial (gain) loss (0.7) 0.3 (2.0) 0.8 Amortization of prior service cost (0.4) (0.4) (1.2) (1.2) Net periodic postretirement benefit (income) expense $ (0.6) $ 1.0 $ (1.9) $ 2.9 (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). |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock and Restricted Stock Unit Activity | A summary of restricted stock and restricted stock unit (RSU) activity for the nine months ended September 30, 2021 follows (shares in thousands): Restricted Weighted- Outstanding at December 31, 2020 1,726 $ 17.87 Granted 1,270 27.96 Vested (895) 16.57 Forfeited and expired (127) 20.28 Outstanding at September 30, 2021 1,974 23.31 |
Schedule of Assumptions Used | The fair value of awards with market conditions was estimated using a Monte Carlo simulation with the following weighted-average assumptions: Nine Months Ended 2021 2020 Weighted-average fair value of grant $ 40.02 $ 28.33 Risk-free interest rate (i) 0.27 % 1.35 % Expected volatility (ii) 57.08 % 51.81 % Expected life of restricted stock units in years (iii) 2.84 2.86 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 |
Other (expense), net (Tables)
Other (expense), net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Expense) Net | Other (expense), net is comprised of the following: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Postretirement expense* $ (12.2) $ (23.5) $ (405.0) $ (70.3) Loss on debt extinguishment — — — (28.5) Foreign exchange gains (losses)** (2.1) 0.7 (3.0) (14.2) Environmental costs and other, net (9.9) (9.7) (26.6) (21.3) Total other (expense), net $ (24.2) $ (32.5) $ (434.6) $ (134.3) *Includes $368.7 million in the nine months ended September 30, 2021 of settlement losses related to defined benefit pension plans. See Note 5. **Includes net foreign currency losses of $1.3 million for the three months ended September 30, 2021 and net foreign currency gains of $0.6 million for the three months ended September 30, 2020, related to substantial completion of liquidation of foreign subsidiaries. Includes net foreign currency losses of $2.9 million and $17.8 million for the nine months ended September 30, 2021 and 2020, respectively, related to substantial completion of liquidation of foreign subsidiaries. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Earnings (Loss) Per Common Share Attributable to Unisys Corporation | The following table shows how earnings (loss) per share attributable to Unisys Corporation was computed (shares in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Basic earnings (loss) per common share computation: Net loss from continuing operations attributable to Unisys Corporation $ (18.7) $ (13.3) $ (317.3) $ (143.0) Income from discontinued operations, net of tax — 0.4 — 1,066.8 Net (loss) income attributable to Unisys Corporation $ (18.7) $ (12.9) $ (317.3) $ 923.8 Weighted average shares 67,131 63,032 66,211 62,897 Basic earnings (loss) per share attributable to Unisys Corporation Continuing operations $ (0.28) $ (0.21) $ (4.79) $ (2.27) Discontinued operations — 0.01 — 16.96 Total $ (0.28) $ (0.20) $ (4.79) $ 14.69 Diluted earnings (loss) per common share computation: Net loss from continuing operations attributable to Unisys Corporation $ (18.7) $ (13.3) $ (317.3) $ (143.0) Add interest expense on convertible senior notes, net of tax of zero — — — — Net loss from continuing operations attributable to Unisys Corporation for diluted earnings per share (18.7) (13.3) (317.3) (143.0) Income from discontinued operations, net of tax — 0.4 — 1,066.8 Net income (loss) attributable to Unisys Corporation for diluted earnings per share $ (18.7) $ (12.9) $ (317.3) $ 923.8 Weighted average shares 67,131 63,032 66,211 62,897 Plus incremental shares from assumed conversions: Employee stock plans — — — — Convertible senior notes — — — — Adjusted weighted average shares 67,131 63,032 66,211 62,897 Diluted earnings (loss) per share attributable to Unisys Corporation Continuing operations $ (0.28) $ (0.21) $ (4.79) $ (2.27) Discontinued operations — 0.01 — 16.96 Total $ (0.28) $ (0.20) $ (4.79) $ 14.69 Anti-dilutive weighted-average stock options and restricted stock units (i) 764 998 857 892 Anti-dilutive weighted-average common shares issuable upon conversion of the convertible senior notes (i) — 8,625 742 8,625 (i) Amounts represent shares excluded from the computation of diluted earnings per share, as their effect, if included, would have been anti-dilutive for the periods presented. |
Contract Assets and Deferred _2
Contract Assets and Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Net Contract Assets (Liabilities) | Net contract assets (liabilities) are as follows: September 30, 2021 December 31, 2020 Contract assets - current $ 51.3 $ 44.3 Contract assets - long-term (i) 12.6 20.7 Deferred revenue - current (224.2) (257.1) Deferred revenue - long-term (153.0) (137.9) (i) Reported in other long-term assets on the company’s consolidated balance sheets Significant changes in the above contract asset and liability balances were as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue recognized that was included in deferred revenue at the beginning of the period $ 47.5 $ 48.1 $ 210.4 $ 197.3 |
Capitalized Contract Costs (Tab
Capitalized Contract Costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Amortization Expenses | Amortization expense related to deferred commissions was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Deferred commissions - amortization expense (i) $ 0.6 $ 0.8 $ 2.2 $ 2.3 (i) Reported in selling, general and administrative expense in the company’s consolidated statements of income (loss) Amortization expense related to costs to fulfill a contract was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Costs to fulfill a contract - amortization expense $ 7.7 $ 7.9 $ 20.4 $ 20.6 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value by Balance Sheet Location | The following table summarizes the fair value of the company’s foreign exchange forward contracts. September 30, 2021 December 31, 2020 Balance Sheet Location Prepaid expenses and other current assets $ 0.1 $ 1.4 Other accrued liabilities 7.3 1.0 Total fair value $ (7.2) $ 0.4 |
Gains and Losses Recognized on Foreign Exchange Forward Contracts | The following table summarizes the location and amount of gains and (losses) recognized on foreign exchange forward contracts. Three Months Ended Nine Months Ended 2021 2020 2021 2020 Statement of Income Location Other (expense), net $ (11.4) $ 13.7 $ (15.7) $ (10.9) |
Fair Values of Financial Instruments Not Measured at Fair Value in Consolidated Balance Sheets | Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and other liabilities. The carrying amounts of these financial assets and liabilities approximate fair value due to their short maturities. Such financial instruments are not included in the following table that provides information about the estimated fair values of other financial instruments that are not measured at fair value in the consolidated balance sheets as of September 30, 2021 and December 31, 2020. September 30, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt: 6.875% senior secured notes due November 1, 2027 $ 477.8 $ 529.7 $ 476.9 $ 532.3 5.50% convertible senior notes due March 1, 2021 — — 83.6 169.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Value of Goodwill by Reporting Unit | Changes in the carrying value of goodwill by reporting unit were as follows: Total DWS C&I ECS Other Balance at December 31, 2020 $ 108.6 $ — $ — $ 98.3 $ 10.3 Acquisition (see Note 3) 134.3 134.3 — — — Balance at September 30, 2021 $ 242.9 $ 134.3 $ — $ 98.3 $ 10.3 |
Schedule of Intangible Assets, Net | Intangible assets, net (see Note 3) at September 30, 2021 consists of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology $ 10.0 $ 1.0 $ 9.0 Customer relationships - Software and Software Solutions 5.2 0.6 4.6 Customer relationships - Consulting 3.0 0.1 2.9 Total $ 18.2 $ 1.7 $ 16.5 |
Schedule of Future Amortization of Intangible Assets | The future amortization relating to acquired intangible assets at September 30, 2021 was estimated as follows: Future Amortization Expense Remainder of 2021 $ 1.3 2022 5.2 2023 5.2 2024 2.9 2025 0.3 Thereafter 1.6 Total $ 16.5 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Long-term Debt | Long-term debt is comprised of the following: September 30, 2021 December 31, 2020 6.875% senior secured notes due November 1, 2027 (Face value of $485.0 million less unamortized issuance costs of $7.2 and $8.1 million at September 30, 2021 and at December 31, 2020) $ 477.8 $ 476.9 5.50% convertible senior notes (Face value of $84.2 million less unamortized discount and fees of $0.6 million at December 31, 2020) — 83.6 Finance leases 3.2 5.5 Other debt 51.9 63.9 Total 532.9 629.9 Less – current maturities 18.8 102.8 Total long-term debt $ 514.1 $ 527.1 See Note 12 for the fair value of the notes. |
Schedule of Interest Expense | Interest expense related to the 2027 Notes is comprised of the following: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Contractual interest coupon $ 8.3 $ 25.0 Amortization of issuance costs 0.3 0.9 Total $ 8.6 $ 25.9 Interest expense related to the 2022 Notes was as follows: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Contractual interest coupon $ — $ 13.8 Amortization of issuance costs — 0.7 Total $ — $ 14.5 Interest expense related to the 2021 Notes was as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Contractual interest coupon $ — $ 1.2 $ 0.8 $ 3.5 Amortization of debt discount — 0.7 0.5 2.3 Amortization of debt issuance costs — 0.2 0.1 0.4 Total $ — $ 2.1 $ 1.4 $ 6.2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss is as follows: Total Translation Postretirement Balance at December 31, 2020 $ (3,939.5) $ (826.6) $ (3,112.9) Other comprehensive (loss) income before reclassifications (16.1) (32.5) 16.4 Amounts reclassified from accumulated other comprehensive loss 387.4 (2.9) 390.3 Current period other comprehensive income (loss) 371.3 (35.4) 406.7 Balance at September 30, 2021 $ (3,568.2) $ (862.0) $ (2,706.2) |
Amounts Reclassified Out of Accumulated Other Comprehensive Loss | Amounts reclassified out of accumulated other comprehensive loss are as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Translation adjustments: Adjustment for substantial completion of liquidation of foreign subsidiaries (i) $ (1.3) $ 0.6 $ (2.9) $ (17.8) Postretirement plans (ii) : Amortization of prior service cost (1.6) (1.5) (4.7) (4.4) Amortization of actuarial losses 44.3 44.5 134.3 132.8 Settlement losses — — 300.7 — Total before tax 41.4 43.6 427.4 110.6 Income tax benefit (1.4) (1.4) (40.0) (4.1) Total reclassifications for the period $ 40.0 $ 42.2 $ 387.4 $ 106.5 (i) Reported in other (expense), net in the consolidated statements of income (loss). (ii) These items are included in net periodic postretirement cost (see Note 5). |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Nine Months Ended 2021 2020 Cash paid during the period for: Income taxes, net of refunds $ 43.5 $ 14.8 Interest $ 22.7 $ 31.9 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the consolidated statements of cash flows. September 30, 2021 December 31, 2020 Cash and cash equivalents $ 615.4 $ 898.5 Restricted cash 9.1 8.2 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 624.5 $ 906.7 |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the consolidated statements of cash flows. September 30, 2021 December 31, 2020 Cash and cash equivalents $ 615.4 $ 898.5 Restricted cash 9.1 8.2 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 624.5 $ 906.7 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Operations by Business Segment | A summary of the company’s operations by segment is presented below: Total Segments DWS C&I ECS Three Months Ended September 30, 2021 Customer revenue $ 409.4 $ 141.3 $ 118.9 $ 149.2 Intersegment — — — — Total revenue $ 409.4 $ 141.3 $ 118.9 $ 149.2 Gross profit $ 123.1 $ 16.8 $ 9.3 $ 97.0 Three Months Ended September 30, 2020 Customer revenue $ 411.8 $ 148.3 $ 116.9 $ 146.6 Intersegment — — — — Total revenue $ 411.8 $ 148.3 $ 116.9 $ 146.6 Gross profit $ 101.2 $ 21.6 $ 4.3 $ 75.3 Total Segments DWS C&I ECS Nine Months Ended September 30, 2021 Customer revenue $ 1,281.8 $ 428.9 $ 366.6 $ 486.3 Intersegment 1.4 — — 1.4 Total revenue $ 1,283.2 $ 428.9 $ 366.6 $ 487.7 Gross profit $ 398.9 $ 57.7 $ 36.9 $ 304.3 Nine Months Ended September 30, 2020 Customer revenue $ 1,215.3 $ 442.0 $ 334.1 $ 439.2 Intersegment 0.1 — — 0.1 Total revenue $ 1,215.4 $ 442.0 $ 334.1 $ 439.3 Gross profit $ 277.5 $ 37.9 $ 7.4 $ 232.2 |
Reconciliation of Revenue from Segments to Consolidated | Presented below is a reconciliation of total segment revenue to total consolidated revenue: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total segment revenue $ 409.4 $ 411.8 $ 1,283.2 $ 1,215.4 Other revenue 78.6 83.4 233.3 234.1 Elimination of intercompany revenue — — (1.4) (0.1) Total consolidated revenue $ 488.0 $ 495.2 $ 1,515.1 $ 1,449.4 |
Reconciliation of Segment Gross Profit to Consolidated Income (Loss) From Continuing Operations Before Income Taxes | Presented below is a reconciliation of total segment gross profit to consolidated loss from continuing operations before income taxes: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total segment gross profit $ 123.1 $ 101.2 $ 398.9 $ 277.5 Other gross profit 3.8 18.7 9.4 30.4 Total gross profit 126.9 119.9 408.3 307.9 Selling, general and administrative expense (95.1) (85.5) (279.7) (252.5) Research and development expense (6.7) (6.7) (19.1) (16.1) Interest expense (8.5) (2.4) (27.0) (20.9) Other (expense), net (24.2) (32.5) (434.6) (134.3) Total loss from continuing operations before income taxes $ (7.6) $ (7.2) $ (352.1) $ (115.9) |
Revenue by Geographic Segment | Geographic information about the company’s revenue, which is principally based on location of the selling organization, is presented below: Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 191.1 $ 193.6 $ 627.2 $ 584.0 United Kingdom 53.1 58.6 225.2 176.9 Other foreign 243.8 243.0 662.7 688.5 Total $ 488.0 $ 495.2 $ 1,515.1 $ 1,449.4 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | Mar. 13, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash purchase price | $ 0 | $ 1,162.9 | |||
Income (loss): | |||||
Income from discontinued operations, net of tax | $ 0 | $ 0.4 | $ 0 | 1,066.8 | |
U.S. Federal Business | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash purchase price | $ 1,200 | ||||
Net cash proceeds of the sale (net of working capital adjustments and transaction costs) | $ 1,162.9 | ||||
Revenue | 0 | 149.5 | |||
Income (loss): | |||||
Operations | 0 | 9.1 | |||
Gain on sale | (0.2) | 1,060.6 | |||
Income from discontinued operations | (0.2) | 1,069.7 | |||
Income tax provision (benefit) | (0.6) | 2.9 | |||
Income from discontinued operations, net of tax | $ 0.4 | $ 1,066.8 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Jun. 03, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Business Combination Segment Allocation [Line Items] | |||
Acquisition related costs | $ 0.8 | $ 2.4 | |
Unify Square, Inc. | |||
Business Combination Segment Allocation [Line Items] | |||
Equity interest acquired (as percent) | 100.00% | ||
Purchase price consideration | $ 150.4 | ||
Measurement period adjustments, increase in goodwill | 16.7 | ||
Measurement period adjustments, decrease in fair value of intangibles | $ (16.3) |
Acquisitions - Net Assets Acqui
Acquisitions - Net Assets Acquired (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jun. 03, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Business Combination Segment Allocation [Line Items] | ||||
Goodwill | $ 242.9 | $ 108.6 | $ 108.6 | |
Unify Square, Inc. | ||||
Business Combination Segment Allocation [Line Items] | ||||
Receivables | $ 3.4 | |||
Prepaid expenses and other current assets | 0.6 | |||
Properties and other long-term assets | 0.4 | |||
Operating lease right-of-use assets | 1.7 | |||
Accounts payable and accruals | (3.8) | |||
Deferred revenue | (2.7) | |||
Long-term operating lease liabilities | (1.7) | |||
Intangible assets | 18.2 | |||
Goodwill | 134.3 | |||
Total | $ 150.4 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Acquired (Details) $ in Millions | Jun. 03, 2021USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 18.2 |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period in Years | 3 years 2 months 12 days |
Finite-lived intangible assets acquired | $ 10 |
Customer relationships - Software and Software Solutions | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period in Years | 3 years |
Finite-lived intangible assets acquired | $ 5.2 |
Customer relationships - Consulting | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period in Years | 10 years |
Finite-lived intangible assets acquired | $ 3 |
Cost-Reduction Actions - Additi
Cost-Reduction Actions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Cost-reduction charges and other costs | $ 0.8 | $ 13.2 | $ 14.4 | $ 48.6 |
Charges (credits) related to work-force reductions | (0.6) | 0.7 | (2.5) | 6.2 |
Other charges related to the cost-reduction effort | 1.4 | 16.9 | 17.8 | |
Employee severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost-reduction charges and other costs | 6.5 | |||
Charges (credits) related to work-force reductions | (0.7) | 2.7 | 6.5 | 14 |
Changes in estimates | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges (credits) related to work-force reductions | 1.3 | (2) | (9) | (7.8) |
Foreign currency losses related to exiting foreign countries | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges related to the cost-reduction effort | 1.3 | (0.6) | 2.9 | |
Asset impairments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges related to the cost-reduction effort | 0.5 | 7.5 | 7.3 | 19 |
Other expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other charges related to the cost-reduction effort | $ (0.4) | $ 5.6 | $ 6.7 | $ 5.6 |
Cost-Reduction Actions - Statem
Cost-Reduction Actions - Statement of Income Classifications (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Cost-reduction charges and other costs | $ 0.8 | $ 13.2 | $ 14.4 | $ 48.6 |
Cost of revenue - services | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost-reduction charges and other costs | (0.2) | 2.9 | 0.9 | 15.7 |
Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost-reduction charges and other costs | (0.1) | 10.8 | 8.7 | 14.8 |
Research and development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost-reduction charges and other costs | (0.2) | 0.1 | 1.9 | 0.3 |
Other expense, net | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost-reduction charges and other costs | $ 1.3 | $ (0.6) | $ 2.9 | $ 17.8 |
Cost-Reduction Actions - Liabil
Cost-Reduction Actions - Liabilities and Expected Future Payments Related to Work-Force Reduction Actions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Additional provisions | $ 0.8 | $ 13.2 | $ 14.4 | $ 48.6 |
Work-force Reductions | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | 55.9 | |||
Additional provisions | 6.5 | |||
Payments | (31.8) | |||
Changes in estimates | (9) | |||
Translation adjustments | (1.3) | |||
Balance at end of period | 20.3 | 20.3 | ||
Short-term | 17.1 | 17.1 | ||
Long-term | 3.2 | 3.2 | ||
Work-force Reductions | U.S. | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | 13.1 | |||
Additional provisions | 4 | |||
Payments | (11.8) | |||
Changes in estimates | (0.5) | |||
Translation adjustments | 0 | |||
Balance at end of period | 4.8 | 4.8 | ||
Short-term | 4.8 | 4.8 | ||
Long-term | 0 | 0 | ||
Work-force Reductions | International | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | 42.8 | |||
Additional provisions | 2.5 | |||
Payments | (20) | |||
Changes in estimates | (8.5) | |||
Translation adjustments | (1.3) | |||
Balance at end of period | 15.5 | 15.5 | ||
Short-term | 12.3 | 12.3 | ||
Long-term | $ 3.2 | $ 3.2 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits - Components of Net Periodic Benefit (Income) Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Pension Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 0.7 | $ 0.8 | $ 2.4 | $ 2.2 | |
Interest cost | 38.2 | 54.1 | 116.2 | 161.7 | |
Expected return on plan assets | (69.8) | (75) | (212.3) | (224) | |
Recognized net actuarial (gain) loss | 45.8 | 44.8 | 138.6 | 133.8 | |
Amortization of prior service benefit | (1.3) | (1.3) | (4) | (3.8) | |
Settlement losses | 0 | 0 | 368.7 | 0 | |
Net periodic pension expense/postretirement benefit (income) expense | 13.6 | 23.4 | 409.6 | 69.9 | |
Pension Plans | U.S. Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0 | 0 | 0 | 0 | |
Interest cost | 29.4 | 40.6 | 88.2 | 121.8 | |
Expected return on plan assets | (50) | (52.1) | (149.9) | (156.4) | |
Recognized net actuarial (gain) loss | 34 | 33.8 | 101.8 | 101.6 | |
Amortization of prior service benefit | (0.7) | (0.6) | (1.9) | (1.9) | |
Settlement losses | 0 | $ 158 | 0 | 158 | 0 |
Net periodic pension expense/postretirement benefit (income) expense | 12.7 | 21.7 | 196.2 | 65.1 | |
Pension Plans | International Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0.7 | 0.8 | 2.4 | 2.2 | |
Interest cost | 8.8 | 13.5 | 28 | 39.9 | |
Expected return on plan assets | (19.8) | (22.9) | (62.4) | (67.6) | |
Recognized net actuarial (gain) loss | 11.8 | 11 | 36.8 | 32.2 | |
Amortization of prior service benefit | (0.6) | (0.7) | (2.1) | (1.9) | |
Settlement losses | 0 | 0 | 210.7 | 0 | |
Net periodic pension expense/postretirement benefit (income) expense | 0.9 | 1.7 | 213.4 | 4.8 | |
Postretirement Benefit Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0.1 | 0.1 | 0.3 | 0.3 | |
Interest cost | 0.5 | 1.1 | 1.3 | 3.3 | |
Expected return on plan assets | (0.1) | (0.1) | (0.3) | (0.3) | |
Recognized net actuarial (gain) loss | (0.7) | 0.3 | (2) | 0.8 | |
Amortization of prior service benefit | (0.4) | (0.4) | (1.2) | (1.2) | |
Net periodic pension expense/postretirement benefit (income) expense | $ (0.6) | $ 1 | $ (1.9) | $ 2.9 |
Pension and Postretirement Be_4
Pension and Postretirement Benefits - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021USD ($)retiree | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | May 01, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Cash contributions, pension plans | $ 40.3 | $ 340.2 | $ 826.2 | ||||||
Cash contributions, postretirement benefits | 43.6 | 344.5 | |||||||
Pension Plans | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Settlement losses | $ 0 | $ 0 | 368.7 | 0 | |||||
Estimated cash contributions by the company for current fiscal year | 48.3 | 48.3 | |||||||
Pension Plans | U.S. Plans | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Group annuity contract to transfer projected benefit obligations, purchase amount | $ 279 | ||||||||
Group annuity contract to transfer projected benefit obligations, number of retirees | retiree | 11,600 | ||||||||
Settlement losses | 0 | $ 158 | 0 | 158 | 0 | ||||
Previously-contemplated voluntary contribution no longer planning to make, American Rescue Plan | 200 | 200 | |||||||
Dutch Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Settlement losses | $ 182.6 | ||||||||
Projected benefit obligation transferred to multiemployer plan and removed from balance sheet | $ 553 | ||||||||
Swiss Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Settlement losses | 28.1 | ||||||||
Projected benefit obligation transferred to multiemployer plan and removed from balance sheet | $ 100 | ||||||||
Multiemployer plan, pension, significant, plan contribution | $ 10 | ||||||||
Postretirement Benefit Plans | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Estimated cash contributions by the company for current fiscal year | $ 5 | $ 6 | 5 | 6 | |||||
Cash contributions, postretirement benefits | $ 3.3 | $ 4.3 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted Stock and Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 11.5 | $ 11.1 |
Aggregate weighted-average grant-date fair value of units granted | 32.4 | 17.2 |
Total unrecognized compensation cost | $ 28.7 | |
Unrecognized compensation cost, weighted-average recognition period | 2 years 2 months 12 days | |
Aggregate weighted-average grant-date fair value of units vested | $ 14.8 | $ 13 |
Performance-Based Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares which will vest after achievement of goals (in shares) | 0 | |
Performance-Based Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares which will vest after achievement of goals (in shares) | 2 | |
Market-Based Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares which will vest after achievement of goals (in shares) | 0 | |
Market-Based Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares which will vest after achievement of goals (in shares) | 2 |
Stock Compensation - Summary of
Stock Compensation - Summary of Restricted Stock Unit Activity (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Weighted- Average Grant-Date Fair Value | ||
Granted (in dollars per share) | $ 40.02 | $ 28.33 |
Restricted Stock and Restricted Stock Units (RSUs) | ||
Restricted Stock and RSU’s | ||
Outstanding at beginning of period (in shares) | 1,726 | |
Granted (in shares) | 1,270 | |
Vested (in shares) | (895) | |
Forfeited and expired (in shares) | (127) | |
Outstanding at end of period (in shares) | 1,974 | |
Weighted- Average Grant-Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 17.87 | |
Granted (in dollars per share) | 27.96 | |
Vested (in dollars per share) | 16.57 | |
Forfeited and expired (in dollars per share) | 20.28 | |
Outstanding at end of period (in dollars per share) | $ 23.31 |
Stock Compensation - Weighted A
Stock Compensation - Weighted Average Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Weighted-average fair value of grant (in dollars per share) | $ 40.02 | $ 28.33 |
Risk-free interest rate | 0.27% | 1.35% |
Expected volatility | 57.08% | 51.81% |
Expected life of restricted stock units in years | 2 years 10 months 2 days | 2 years 10 months 9 days |
Expected dividend yield | 0.00% | 0.00% |
Other (expense), net (Details)
Other (expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Intercompany Foreign Currency Balance [Line Items] | ||||
Postretirement expense | $ (12.2) | $ (23.5) | $ (405) | $ (70.3) |
Loss on debt extinguishment | 0 | 0 | 0 | (28.5) |
Foreign exchange gains (losses) | (2.1) | 0.7 | (3) | (14.2) |
Environmental costs and other, net | (9.9) | (9.7) | (26.6) | (21.3) |
Total other (expense), net | (24.2) | (32.5) | (434.6) | (134.3) |
Liquidation of Foreign Subsidiaries | ||||
Intercompany Foreign Currency Balance [Line Items] | ||||
Foreign exchange gains (losses) | (1.3) | 0.6 | (2.9) | (17.8) |
Pension Plans | ||||
Intercompany Foreign Currency Balance [Line Items] | ||||
Settlement losses | $ 0 | $ 0 | $ 368.7 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 10.9 | $ 6.1 | $ (33.8) | $ 26.6 |
Pension plan settlement loss | 51.7 | |||
Deferred tax benefit from change in foreign tax rate | $ 17.7 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Earnings (Loss) Per Common Share Attributable to Unisys Corporation (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic earnings (loss) per common share computation: | ||||
Net loss from continuing operations attributable to Unisys Corporation | $ (18,700,000) | $ (13,300,000) | $ (317,300,000) | $ (143,000,000) |
Income from discontinued operations, net of tax | 0 | 400,000 | 0 | 1,066,800,000 |
Net (loss) income attributable to Unisys Corporation | $ (18,700,000) | $ (12,900,000) | $ (317,300,000) | $ 923,800,000 |
Weighted average shares (in shares) | 67,131 | 63,032 | 66,211 | 62,897 |
Basic earnings (loss) per share attributable to Unisys Corporation | ||||
Continuing operations (in dollars per share) | $ (0.28) | $ (0.21) | $ (4.79) | $ (2.27) |
Discontinued operations (in dollars per share) | 0 | 0.01 | 0 | 16.96 |
Total (in dollars per share) | $ (0.28) | $ (0.20) | $ (4.79) | $ 14.69 |
Diluted earnings (loss) per common share computation: | ||||
Net loss from continuing operations attributable to Unisys Corporation | $ (18,700,000) | $ (13,300,000) | $ (317,300,000) | $ (143,000,000) |
Add interest expense on convertible senior notes, net of tax of zero | 0 | 0 | 0 | 0 |
Interest expense on convertible senior notes, tax | 0 | 0 | 0 | 0 |
Net loss from continuing operations attributable to Unisys Corporation for diluted earnings per share | (18,700,000) | (13,300,000) | (317,300,000) | (143,000,000) |
Income from discontinued operations, net of tax | 0 | 400,000 | 0 | 1,066,800,000 |
Net income (loss) attributable to Unisys Corporation for diluted earnings per share | $ (18,700,000) | $ (12,900,000) | $ (317,300,000) | $ 923,800,000 |
Weighted average shares (in shares) | 67,131 | 63,032 | 66,211 | 62,897 |
Plus incremental shares from assumed conversions: | ||||
Employee stock plans (in shares) | 0 | 0 | 0 | 0 |
Convertible senior notes (in shares) | 0 | 0 | 0 | 0 |
Adjusted weighted average shares (in shares) | 67,131 | 63,032 | 66,211 | 62,897 |
Diluted earnings (loss) per share attributable to Unisys Corporation | ||||
Continuing operations (in dollars per share) | $ (0.28) | $ (0.21) | $ (4.79) | $ (2.27) |
Discontinued operations (in dollars per share) | 0 | 0.01 | 0 | 16.96 |
Total (in dollars per share) | $ (0.28) | $ (0.20) | $ (4.79) | $ 14.69 |
Stock options and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive weighted average securities (in shares) | 764 | 998 | 857 | 892 |
Common shares issuable upon conversion of the convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive weighted average securities (in shares) | 0 | 8,625 | 742 | 8,625 |
Contract Assets and Deferred _3
Contract Assets and Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract assets - current | $ 51.3 | $ 51.3 | $ 44.3 | ||
Contract assets - long-term | 12.6 | 12.6 | 20.7 | ||
Deferred revenue - current | (224.2) | (224.2) | (257.1) | ||
Deferred revenue - long-term | (153) | (153) | $ (137.9) | ||
Revenue recognized that was included in deferred revenue at the beginning of the period | $ 47.5 | $ 48.1 | $ 210.4 | $ 197.3 |
Capitalized Contract Costs (Det
Capitalized Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Capitalized Contract Cost [Line Items] | |||||
Costs to fulfill a contract - amortization expense | $ 7.7 | $ 7.9 | $ 20.4 | $ 20.6 | |
Costs to fulfill contract | 61.8 | 61.8 | $ 74.4 | ||
Deferred Commissions | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred commissions | 6.8 | 6.8 | $ 8.7 | ||
Costs to fulfill a contract - amortization expense | $ 0.6 | $ 0.8 | $ 2.2 | $ 2.3 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Additional Information (Details) - Foreign Exchange Forward Contract - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | ||
Maturity period limit of foreign currency exchange instruments (in months) | 3 months | |
Notional amount of foreign exchange forward contracts not designated as hedging instruments | $ 572.9 | $ 588.5 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Fair Value of Foreign Exchange Forward Contracts by Balance Sheet Location (Details) - Foreign Exchange Forward Contract - Level 2 - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total fair value | $ (7.2) | $ 0.4 |
Prepaid expenses and other current assets | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Prepaid expenses and other current assets | 0.1 | 1.4 |
Other accrued liabilities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other accrued liabilities | $ 7.3 | $ 1 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Gains and Losses Recognized on Foreign Exchange Forward Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other (expense), net | Foreign Exchange Forward Contract | ||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||
Amount of gain (loss) recognized | $ (11.4) | $ 13.7 | $ (15.7) | $ (10.9) |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements - Fair Values of Financial Instruments Not Measured at Fair Value in Consolidated Balance Sheets (Details) - Senior Notes - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 29, 2020 | Dec. 31, 2019 |
6.875% senior secured notes due November 1, 2027 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying amount of long-term debt | $ 477.8 | $ 476.9 | ||
Interest rate (as a percent) | 6.875% | 6.875% | ||
5.50% convertible senior notes due March 1, 2021 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying amount of long-term debt | $ 0 | $ 83.6 | $ 84.2 | |
Interest rate (as a percent) | 5.50% | 5.50% | ||
Fair Value | 6.875% senior secured notes due November 1, 2027 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of long-term debt | $ 529.7 | $ 532.3 | ||
Fair Value | 5.50% convertible senior notes due March 1, 2021 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of long-term debt | $ 0 | $ 169.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 03, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||||
Goodwill | $ 242.9 | $ 242.9 | $ 108.6 | $ 108.6 | ||
Amortization expense | 1.2 | 1.7 | $ 0 | |||
Unify Square, Inc. | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 134.3 | |||||
ClearPath Forward | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 98.3 | 98.3 | 98.3 | 98.3 | ||
Other | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 10.3 | $ 10.3 | $ 10.3 | $ 10.3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Carrying Value of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 108.6 |
Acquisition | 134.3 |
Ending balance | 242.9 |
DWS | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Acquisition | 134.3 |
Ending balance | 134.3 |
C&I | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Acquisition | 0 |
Ending balance | 0 |
ECS | |
Goodwill [Roll Forward] | |
Beginning balance | 98.3 |
Acquisition | 0 |
Ending balance | 98.3 |
Other | |
Goodwill [Roll Forward] | |
Beginning balance | 10.3 |
Acquisition | 0 |
Ending balance | $ 10.3 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets, Net (Details) $ in Millions | Sep. 30, 2021USD ($) |
Goodwill [Line Items] | |
Gross Carrying Amount | $ 18.2 |
Accumulated Amortization | 1.7 |
Net Carrying Amount | 16.5 |
Technology | |
Goodwill [Line Items] | |
Gross Carrying Amount | 10 |
Accumulated Amortization | 1 |
Net Carrying Amount | 9 |
Customer relationships - Software and Software Solutions | |
Goodwill [Line Items] | |
Gross Carrying Amount | 5.2 |
Accumulated Amortization | 0.6 |
Net Carrying Amount | 4.6 |
Customer relationships - Consulting | |
Goodwill [Line Items] | |
Gross Carrying Amount | 3 |
Accumulated Amortization | 0.1 |
Net Carrying Amount | $ 2.9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) $ in Millions | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 1.3 |
2022 | 5.2 |
2023 | 5.2 |
2024 | 2.9 |
2025 | 0.3 |
Thereafter | 1.6 |
Total | $ 16.5 |
Debt - Schedule of Components o
Debt - Schedule of Components of Long-term Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 29, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Finance leases | $ 3,200,000 | $ 5,500,000 | |||
Other debt | 51,900,000 | 63,900,000 | |||
Total | 532,900,000 | 629,900,000 | |||
Less – current maturities | 18,800,000 | 102,800,000 | |||
Total long-term debt | $ 514,100,000 | 527,100,000 | |||
Senior Notes | Senior Secured Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 6.875% | 6.875% | |||
Face value | $ 485,000,000 | 485,000,000 | $ 485,000,000 | ||
Unamortized discount and fees | 7,200,000 | 8,100,000 | |||
Senior notes | $ 477,800,000 | $ 476,900,000 | |||
Senior Notes | Convertible Senior Notes Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 5.50% | 5.50% | |||
Face value | $ 84,200,000 | $ 213,500,000 | |||
Unamortized discount and fees | 600,000 | ||||
Senior notes | $ 0 | $ 83,600,000 | $ 84,200,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Mar. 03, 2021 | Oct. 29, 2020 | Apr. 15, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ 28,500,000 | |||||||
2027 Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 485,000,000 | $ 485,000,000 | $ 485,000,000 | $ 485,000,000 | |||||||
Interest rate (as a percent) | 6.875% | 6.875% | 6.875% | ||||||||
Aggregate principal amount of convertible debt outstanding | $ 477,800,000 | $ 477,800,000 | 476,900,000 | ||||||||
2027 Notes | Senior Notes | Prior to November 1, 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percent of principal amount of notes redeemed (as a percent) | 100.00% | ||||||||||
Proportion of notes with option to redeem (as a percent) | 40.00% | ||||||||||
Redemption price, proportion of principal amount (as a percent) | 106.875% | ||||||||||
2027 Notes | Senior Notes | Change of Control | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, proportion of principal amount (as a percent) | 101.00% | ||||||||||
2022 Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (as a percent) | 10.75% | ||||||||||
Redemption price, percent of principal amount of notes redeemed (as a percent) | 105.375% | ||||||||||
Principal amount redeemed | $ 440,000,000 | ||||||||||
Repurchase amount | 487,300,000 | ||||||||||
Call premium | 23,650,000 | ||||||||||
Accrued interest | $ 23,650,000 | ||||||||||
Loss on debt extinguishment | $ 28,500,000 | ||||||||||
Premium | 23,650,000 | ||||||||||
Write off of unamortized discount and fees related to issuance of the notes | $ 4,800,000 | ||||||||||
2021 Notes | Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 84,200,000 | $ 213,500,000 | |||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | ||||||||
Aggregate principal amount of convertible debt outstanding | $ 0 | $ 0 | $ 83,600,000 | $ 84,200,000 | |||||||
Aggregate principal amount of debt converted | $ 84,200,000 | ||||||||||
Aggregate cash payments to note holders for debt conversion | 86,500,000 | ||||||||||
Aggregate cash payment for outstanding principal | 84,200,000 | ||||||||||
Aggregate cash payment for accrued interest | $ 2,300,000 | ||||||||||
Aggregate shares of common stock issued pursuant to debt conversion (in shares) | 4,537,123 | ||||||||||
Amount of conversion, shares received upon exercise of capped call transactions (in shares) | 1,251,460 | ||||||||||
Amount of conversion, increase in outstanding common stock (in shares) | 3,285,663 | ||||||||||
Installment Payment Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 27,700,000 | ||||||||||
Interest rate (as a percent) | 7.00% | ||||||||||
Amount reported in current maturities of long-term debt | 5,900,000 | 5,900,000 | |||||||||
Software Licenses Financing Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 19,300,000 | ||||||||||
Interest rate (as a percent) | 5.47% | ||||||||||
Amount reported in current maturities of long-term debt | 3,800,000 | 3,800,000 | |||||||||
Amended and Restated ABL Credit Facility | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 145,000,000 | ||||||||||
Accordion feature increase limit | $ 175,000,000 | ||||||||||
Borrowings outstanding | 0 | 0 | |||||||||
Availability under the facility, net of letters of credit issued | 75,100,000 | 75,100,000 | |||||||||
Springing maturity, period prior to any date on which domestic pension contributions in an amount in excess of threshold are required to be paid | 91 days | ||||||||||
Springing maturity, date on which pension contributions to pension funds in the United States are required to be paid, threshold excess amount | $ 100,000,000 | ||||||||||
Springing maturity, conditions, minimum liquidity | 130,000,000 | ||||||||||
Amended and Restated ABL Credit Facility | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 40,000,000 | ||||||||||
Letters of credit outstanding | $ 5,700,000 | $ 5,700,000 | |||||||||
Amended and Restated ABL Credit Facility | Line of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Requirement to maintain minimum fixed charge coverage ratio (as a percent) | 10.00% | ||||||||||
Requirement to maintain minimum fixed charge coverage ratio, availability threshold | $ 14,500,000 | ||||||||||
Amount of aggregate default under other debt that would trigger event of default | $ 50,000,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - Senior Notes - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest coupon | $ 8.3 | $ 25 | ||
Amortization of issuance costs | 0.3 | 0.9 | ||
Total | 8.6 | 25.9 | ||
2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest coupon | $ 0 | $ 13.8 | ||
Amortization of issuance costs | 0 | 0.7 | ||
Total | 0 | 14.5 | ||
2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest coupon | 0 | 1.2 | 0.8 | 3.5 |
Amortization of debt discount | 0 | 0.7 | 0.5 | 2.3 |
Amortization of issuance costs | 0 | 0.2 | 0.1 | 0.4 |
Total | $ 0 | $ 2.1 | $ 1.4 | $ 6.2 |
Litigation and Contingencies (D
Litigation and Contingencies (Details) $ in Millions | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Amount related to unreserved tax-related matters, inclusive of interest (up to) | $ 76 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Summary (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ (312.1) |
Other comprehensive (loss) income before reclassifications | (16.1) |
Amounts reclassified from accumulated other comprehensive loss | 387.4 |
Current period other comprehensive income (loss) | 371.3 |
Ending balance | (250.1) |
Total | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (3,939.5) |
Ending balance | (3,568.2) |
Translation Adjustments | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (826.6) |
Other comprehensive (loss) income before reclassifications | (32.5) |
Amounts reclassified from accumulated other comprehensive loss | (2.9) |
Current period other comprehensive income (loss) | (35.4) |
Ending balance | (862) |
Postretirement Plans | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (3,112.9) |
Other comprehensive (loss) income before reclassifications | 16.4 |
Amounts reclassified from accumulated other comprehensive loss | 390.3 |
Current period other comprehensive income (loss) | 406.7 |
Ending balance | $ (2,706.2) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Amounts Reclassified Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other (expense), net | $ (24.2) | $ (32.5) | $ (434.6) | $ (134.3) |
Total before tax | (7.6) | (7.2) | (352.1) | (115.9) |
Income tax benefit | (10.9) | (6.1) | 33.8 | (26.6) |
Total reclassifications for the period | (18.5) | (13.3) | (318.3) | (142.5) |
Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total before tax | 41.4 | 43.6 | 427.4 | 110.6 |
Income tax benefit | (1.4) | (1.4) | (40) | (4.1) |
Total reclassifications for the period | 40 | 42.2 | 387.4 | 106.5 |
Reclassification out of Accumulated Other Comprehensive Income | Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other (expense), net | (1.3) | 0.6 | (2.9) | (17.8) |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of prior service cost | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other (expense), net | (1.6) | (1.5) | (4.7) | (4.4) |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of actuarial losses | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other (expense), net | 44.3 | 44.5 | 134.3 | 132.8 |
Reclassification out of Accumulated Other Comprehensive Income | Settlement losses | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other (expense), net | $ 0 | $ 0 | $ 300.7 | $ 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid during the period for: | ||
Income taxes, net of refunds | $ 43.5 | $ 14.8 |
Interest | $ 22.7 | $ 31.9 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 615.4 | $ 898.5 | ||
Restricted cash | 9.1 | 8.2 | ||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 624.5 | $ 906.7 | $ 784.1 | $ 551.8 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Profit included in operating income | $ 25.1 | $ 27.7 | $ 109.5 | $ 39.3 |
ECS | Hardware and Software | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Profit included in operating income | $ 0.3 | $ 5.3 | $ 1.4 | $ 5.3 |
Segment Information - Summary o
Segment Information - Summary of Operations by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Customer revenue | $ 409.4 | $ 411.8 | $ 1,281.8 | $ 1,215.3 |
Gross profit | 126.9 | 119.9 | 408.3 | 307.9 |
DWS | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 141.3 | 148.3 | 428.9 | 442 |
C&I | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 118.9 | 116.9 | 366.6 | 334.1 |
ECS | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 149.2 | 146.6 | 486.3 | 439.2 |
Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 0 | 0 | (1.4) | (0.1) |
Intersegment | DWS | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 0 | 0 | 0 | 0 |
Intersegment | C&I | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 0 | 0 | 0 | 0 |
Intersegment | ECS | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 0 | 0 | (1.4) | (0.1) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 409.4 | 411.8 | 1,283.2 | 1,215.4 |
Gross profit | 123.1 | 101.2 | 398.9 | 277.5 |
Operating Segments | DWS | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 141.3 | 148.3 | 428.9 | 442 |
Gross profit | 16.8 | 21.6 | 57.7 | 37.9 |
Operating Segments | C&I | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 118.9 | 116.9 | 366.6 | 334.1 |
Gross profit | 9.3 | 4.3 | 36.9 | 7.4 |
Operating Segments | ECS | ||||
Segment Reporting Information [Line Items] | ||||
Customer revenue | 149.2 | 146.6 | 487.7 | 439.3 |
Gross profit | $ 97 | $ 75.3 | $ 304.3 | $ 232.2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Revenue to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 488 | $ 495.2 | $ 1,515.1 | $ 1,449.4 |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 409.4 | 411.8 | 1,283.2 | 1,215.4 |
Other revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 78.6 | 83.4 | 233.3 | 234.1 |
Elimination of intercompany revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ (1.4) | $ (0.1) |
Segment Information - Reconci_2
Segment Information - Reconciliation of Segment Gross Profit to Consolidated Income (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit | $ 126.9 | $ 119.9 | $ 408.3 | $ 307.9 |
Selling, general and administrative | (95.1) | (85.5) | (279.7) | (252.5) |
Research and development | (6.7) | (6.7) | (19.1) | (16.1) |
Interest expense | (8.5) | (2.4) | (27) | (20.9) |
Other (expense), net | (24.2) | (32.5) | (434.6) | (134.3) |
Total loss from continuing operations before income taxes | (7.6) | (7.2) | (352.1) | (115.9) |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit | 123.1 | 101.2 | 398.9 | 277.5 |
Other gross profit | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit | 3.8 | 18.7 | 9.4 | 30.4 |
Interest expense | (8.5) | (2.4) | (27) | (20.9) |
Other (expense), net | $ (24.2) | $ (32.5) | $ (434.6) | $ (134.3) |
Segment Information - Revenue,
Segment Information - Revenue, Properties and Outsourcing Assets by Geographic Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 488 | $ 495.2 | $ 1,515.1 | $ 1,449.4 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 191.1 | 193.6 | 627.2 | 584 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 53.1 | 58.6 | 225.2 | 176.9 |
Other foreign | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 243.8 | $ 243 | $ 662.7 | $ 688.5 |
Remaining Performance Obligat_2
Remaining Performance Obligations (Details) $ in Billions | Sep. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 0.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized as revenue | 12.00% |
Period over which remaining performance obligations are expected to be recognized as revenue | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized as revenue | 38.00% |
Period over which remaining performance obligations are expected to be recognized as revenue | 1 year |
Subsequent Events (Details)
Subsequent Events (Details) - Pension Plans $ in Millions | Oct. 14, 2021USD ($)retiree | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Subsequent Event [Line Items] | |||||||
Settlement losses | $ 0 | $ 0 | $ 368.7 | $ 0 | |||
United States | |||||||
Subsequent Event [Line Items] | |||||||
Settlement losses | $ 0 | $ 158 | $ 0 | $ 158 | $ 0 | ||
Forecast | United States | |||||||
Subsequent Event [Line Items] | |||||||
Settlement losses | $ 130 | ||||||
Subsequent Event | United States | |||||||
Subsequent Event [Line Items] | |||||||
Agreement with insurance company, group annuity contract purchase amount | $ 235 | ||||||
Agreement with insurance company, number of retirees | retiree | 6,900 |