Cover
Cover | 3 Months Ended |
Mar. 31, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2023 |
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 $.01 |
Trading Symbol | UIS |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 68,263,942 |
Entity Central Index Key | 0000746838 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 516.4 | $ 446.7 |
Costs and expenses | ||
Cost of revenue | 357.4 | 359.3 |
Selling, general and administrative | 102.9 | 104.4 |
Research and development | 6.2 | 6.5 |
Costs and expenses | 466.5 | 470.2 |
Operating income (loss) | 49.9 | (23.5) |
Interest expense | 7.6 | 8.4 |
Other (expense), net | (196.9) | (21) |
Loss before income taxes | (154.6) | (52.9) |
Provision for income taxes | 19.9 | 4.1 |
Consolidated net loss | (174.5) | (57) |
Net income attributable to noncontrolling interests | 0.9 | 0.3 |
Net loss attributable to Unisys Corporation | $ (175.4) | $ (57.3) |
Loss per share attributable to Unisys Corporation | ||
Basic (in dollars per share) | $ (2.58) | $ (0.85) |
Diluted (in dollars per share) | $ (2.58) | $ (0.85) |
Services | ||
Revenue | $ 403.9 | $ 392.1 |
Costs and expenses | ||
Cost of revenue | 316.1 | 321.3 |
Technology | ||
Revenue | 112.5 | 54.6 |
Costs and expenses | ||
Cost of revenue | $ 41.3 | $ 38 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Consolidated net loss | $ (174.5) | $ (57) |
Other comprehensive income | ||
Foreign currency translation | 24.4 | (17.7) |
Postretirement adjustments, net of tax of $(3.0) in 2023 and $6.7 in 2022 | 178.3 | 57.3 |
Total other comprehensive income | 202.7 | 39.6 |
Comprehensive income (loss) | 28.2 | (17.4) |
Less comprehensive income (loss) attributable to noncontrolling interests | 0.8 | (0.9) |
Comprehensive income (loss) attributable to Unisys Corporation | $ 27.4 | $ (16.5) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Postretirement adjustments | $ (3) | $ 6.7 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 391.9 | $ 391.8 |
Accounts receivable, net | 443.8 | 402.5 |
Contract assets | 17.2 | 28.9 |
Inventories | 15.9 | 14.9 |
Prepaid expenses and other current assets | 108.9 | 92.3 |
Total current assets | 977.7 | 930.4 |
Properties | 397.9 | 410.8 |
Less-accumulated depreciation and amortization | 324.6 | 334.9 |
Properties, net | 73.3 | 75.9 |
Outsourcing assets, net | 58.7 | 66.4 |
Marketable software, net | 164.9 | 165.1 |
Operating lease right-of-use assets | 39 | 42.5 |
Prepaid postretirement assets | 115.5 | 119.5 |
Deferred income taxes | 113.5 | 118.6 |
Goodwill | 287.2 | 287.1 |
Intangible assets, net | 49.9 | 52.4 |
Restricted cash | 8.6 | 10.9 |
Assets held-for-sale | 6.4 | 6.4 |
Other long-term assets | 171.7 | 190.4 |
Total assets | 2,066.4 | 2,065.6 |
Current liabilities: | ||
Current maturities of long-term debt | 16 | 17.4 |
Accounts payable | 151.1 | 160.8 |
Deferred revenue | 231.6 | 200.7 |
Other accrued liabilities | 254.1 | 271.6 |
Total current liabilities | 652.8 | 650.5 |
Long-term debt | 490.1 | 495.7 |
Long-term postretirement liabilities | 697.3 | 714.6 |
Long-term deferred revenue | 115.3 | 122.3 |
Long-term operating lease liabilities | 25.6 | 29.7 |
Other long-term liabilities | 31.3 | 31 |
Commitments and contingencies (see Note 13) | ||
Equity: | ||
Common stock, shares issued: 2023; 73.9, 2022; 73.3 | 0.7 | 0.7 |
Accumulated deficit | (1,690.4) | (1,515) |
Treasury stock, shares at cost: 2023; 5.6, 2022; 5.5 | (156.3) | (156) |
Paid-in capital | 4,735.9 | 4,731.6 |
Accumulated other comprehensive loss | (2,873.2) | (3,076) |
Total Unisys Corporation stockholders' equity (deficit) | 16.7 | (14.7) |
Noncontrolling interests | 37.3 | 36.5 |
Total equity | 54 | 21.8 |
Total liabilities and equity | $ 2,066.4 | $ 2,065.6 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - shares shares in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock issued (in shares) | 73.9 | 73.3 |
Treasury stock, at cost (in shares) | 5.6 | 5.5 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Consolidated net loss | $ (174.5) | $ (57) |
Adjustments to reconcile consolidated net loss to net cash provided by (used for) operating activities: | ||
Foreign currency gains | (3.7) | (2.2) |
Non-cash interest expense | 0.3 | 0.4 |
Employee stock compensation | 4.7 | 6.6 |
Depreciation and amortization of properties | 9.2 | 10.4 |
Depreciation and amortization of outsourcing assets | 12.2 | 18.3 |
Amortization of marketable software | 12 | 15.8 |
Amortization of intangible assets | 2.5 | 2.4 |
Other non-cash operating activities | 0.2 | 0.4 |
Loss on disposal of capital assets | 0 | 0.5 |
Postretirement contributions | (16.4) | (16.2) |
Postretirement expense | 193.2 | 10.2 |
Deferred income taxes, net | 6.3 | (3.7) |
Changes in operating assets and liabilities, excluding the effect of acquisitions: | ||
Receivables, net and contract assets | (1.1) | 94.2 |
Inventories | (0.8) | (5.4) |
Other assets | (12.2) | (26.4) |
Accounts payable and current liabilities | (15.3) | (79) |
Other liabilities | (3.8) | (2.3) |
Net cash provided by (used for) operating activities | 12.8 | (33) |
Cash flows from investing activities | ||
Proceeds from investments | 830.2 | 939 |
Purchases of investments | (821) | (941.3) |
Investment in marketable software | (10.3) | (11.1) |
Capital additions of properties | (7.3) | (5.2) |
Capital additions of outsourcing assets | (2.7) | (2.4) |
Purchase of businesses, net of cash acquired | 0 | (0.3) |
Other | (0.4) | (0.4) |
Net cash used for investing activities | (11.5) | (21.7) |
Cash flows from financing activities | ||
Payments of long-term debt | (7.2) | (7.7) |
Other | (0.4) | (3.5) |
Net cash used for financing activities | (7.6) | (11.2) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 4.1 | 6.2 |
Decrease in cash, cash equivalents and restricted cash | (2.2) | (59.7) |
Cash, cash equivalents and restricted cash, beginning of period | 402.7 | 560.6 |
Cash, cash equivalents and restricted cash, end of period | $ 400.5 | $ 500.9 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Millions | Total | Total Unisys Corporation | Common Stock Par Value | Accumu-lated Deficit | Treasury Stock At Cost | Paid-in Capital | Accumu-lated Other Compre-hensive Loss | Non-controlling Interests |
Beginning balance at Dec. 31, 2021 | $ (64.4) | $ (113.7) | $ 0.7 | $ (1,409) | $ (152.2) | $ 4,710.9 | $ (3,264.1) | $ 49.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Consolidated net (loss) income | (57) | (57.3) | (57.3) | 0.3 | ||||
Stock-based activity | 2.2 | 2.2 | (3.5) | 5.7 | ||||
Translation adjustments | (17.7) | (14.9) | (14.9) | (2.8) | ||||
Postretirement plans | 57.3 | 55.7 | 55.7 | 1.6 | ||||
Ending balance at Mar. 31, 2022 | (79.6) | (128) | 0.7 | (1,466.3) | (155.7) | 4,716.6 | (3,223.3) | 48.4 |
Beginning balance at Dec. 31, 2022 | 21.8 | (14.7) | 0.7 | (1,515) | (156) | 4,731.6 | (3,076) | 36.5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Consolidated net (loss) income | (174.5) | (175.4) | (175.4) | 0.9 | ||||
Stock-based activity | 4 | 4 | (0.3) | 4.3 | ||||
Translation adjustments | 24.4 | 23.3 | 23.3 | 1.1 | ||||
Postretirement plans | 178.3 | 179.5 | 179.5 | (1.2) | ||||
Ending balance at Mar. 31, 2023 | $ 54 | $ 16.7 | $ 0.7 | $ (1,690.4) | $ (156.3) | $ 4,735.9 | $ (2,873.2) | $ 37.3 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 (loss), financial position, cash flows and equity (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 such as rising interest rates, inflation, fluctuation in foreign exchange rates and the ongoing conflict in Ukraine, will be reflected in the financial statements in future periods. |
Cost-Reduction Actions
Cost-Reduction Actions | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Cost-Reduction Actions | Cost-Reduction Actions During the three months ended March 31, 2023, the company recognized net charges related to workforce reductions of $0.7 million, principally related to severance costs. These net charges were comprised of: (a) a charge of $2.6 million and (b) a credit of $1.9 million for changes in estimates. In addition, the company recorded a credit of $3.5 million for net foreign currency gains related to exiting foreign countries. During the three months ended March 31, 2022, the company recognized net cost-reduction charges and other costs of $3.0 million. The credit related to workforce reductions was $0.6 million for changes in estimates. In addition, the company recorded net charges of $3.6 million comprised of a charge of $1.1 million for net foreign currency losses related to exiting foreign countries, a charge of $3.8 million for asset impairments and a credit of $1.3 million for changes in estimates related to other cost-reduction efforts. The charges (credits) were recorded in the following statement of income (loss) classifications: Three Months Ended March 31, 2023 2022 Cost of revenue $ 0.6 $ 2.7 Selling, general and administrative — (0.7) Research and development 0.1 (0.1) Other (expense), net (3.5) 1.1 Total $ (2.8) $ 3.0 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, 2022 $ 11.7 $ 4.2 $ 7.5 Additional provisions 2.6 0.8 1.8 Payments (2.8) (1.4) (1.4) Changes in estimates (1.9) (0.7) (1.2) Translation adjustments 0.1 — 0.1 Balance at March 31, 2023 $ 9.7 $ 2.9 $ 6.8 Expected future utilization on balance at March 31, 2023: Short-term $ 9.7 $ 2.9 $ 6.8 |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits Net periodic pension expense (income) is presented below: Three Months Ended Three Months Ended Total U.S. International Total U.S. International Service cost (i) $ 0.3 $ — $ 0.3 $ 0.5 $ — $ 0.5 Interest cost 58.5 40.8 17.7 38.9 28.3 10.6 Expected return on plan assets (69.4) (48.6) (20.8) (68.4) (47.5) (20.9) Amortization of prior service benefit (1.2) (0.6) (0.6) (1.3) (0.6) (0.7) Recognized net actuarial loss 22.1 19.9 2.2 40.9 30.7 10.2 Settlement losses (ii) 183.2 183.2 — — — — Net periodic pension expense (income) $ 193.5 $ 194.7 $ (1.2) $ 10.6 $ 10.9 $ (0.3) (i) Service cost is reported in selling, general and administrative expense. All other components of net periodic pension expense (income) are reported in other (expense), net in the consolidated statements of income (loss). (ii) In March 2023, the company purchased a group annuity contract, with plan assets, for approximately $265 million to transfer projected benefit obligations related to approximately 8,650 retirees of one of the company’s U.S. defined benefit pension plans. This action resulted in a pre-tax settlement loss of $183.2 million for the three months ended March 31, 2023. In 2023, the company expects to make cash contributions of approximately $40 million primarily for its international defined benefit pension plans. In 2022, the company made cash contributions of $39.3 million to its worldwide defined benefit pension plans. During the three months ended March 31, 2023 and 2022, the company made cash contributions of $14.5 million and $15.1 million, respectively. At the end of each year, the company estimates its future cash contributions to its U.S. qualified defined benefit pension plans based on year-end pension data and assumptions. Any material deterioration in the value of the company’s U.S. qualified defined benefit pension plan assets, as well as changes in pension legislation, discount rate changes, asset return changes, or changes in economic or demographic trends, could require the company to make cash contributions to its U.S. defined benefit pension plans in different amounts and on a different schedule than previously contemplated. Net periodic postretirement benefit income is presented below: Three Months Ended 2023 2022 Service cost (i) $ — $ — Interest cost 0.8 0.5 Expected return on assets (0.1) (0.1) Recognized net actuarial gain (0.7) (0.5) Amortization of prior service benefit (0.3) (0.3) Net periodic postretirement benefit income $ (0.3) $ (0.4) (i) Service cost is reported in selling, general and administrative expense. All other components of net periodic postretirement benefit expense (income) are reported in other (expense), net in the consolidated statements of income (loss). The company expects to make cash contributions of $4.0 million to its postretirement benefit plan in 2023. In 2022, the company made cash contributions of $4.3 million to its postretirement benefit plan. For the three months ended March 31, 2023 and 2022, the company made cash contributions of $1.9 million and $1.1 million, respectively. |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, the company has granted 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 three months ended March 31, 2023 and 2022, the company recorded $4.7 million and $6.6 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 three months ended March 31, 2023 follows (shares in thousands): Restricted Weighted- Outstanding at December 31, 2022 2,230 $ 23.53 Granted 2,314 5.42 Vested (529) 12.39 Forfeited and expired (206) 23.39 Outstanding at March 31, 2023 3,809 12.30 The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units granted during the three months ended March 31, 2023 and 2022 was $13.8 million and $22.2 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: Three Months Ended 2023 2022 Weighted-average fair value of grant $ 7.32 $ 34.14 Risk-free interest rate (i) 4.51 % 1.72 % Expected volatility (ii) 63.63 % 57.71 % Expected life of restricted stock units in years (iii) 2.84 2.85 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 March 31, 2023, there was $30.8 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 three months ended March 31, 2023 and 2022 was $6.6 million and $14.0 million, respectively. |
Other (expense), net
Other (expense), net | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other (expense), net | Other (expense), net Other (expense), net is comprised of the following: Three Months Ended 2023 2022 Postretirement expense* $ (192.9) $ (9.7) Foreign exchange gains** 3.7 2.2 Environmental costs and other, net*** (7.7) (13.5) Total other (expense), net $ (196.9) $ (21.0) *Includes $183.2 million in the three months ended March 31, 2023 of a settlement loss related to one of the company’s U.S. defined benefit pension plans. See Note 3. **Includes net foreign exchange gains of $3.5 million and net foreign exchange losses of $1.1 million, respectively, in the three months ended March 31, 2023 and 2022, related to substantial completion of liquidation of foreign subsidiaries. ***Environmental costs relate to a previously disposed business. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 such amount, if necessary. The realization of the company’s net deferred tax assets as of March 31, 2023 is primarily dependent on the ability to generate sustained taxable income in various jurisdictions. Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, strategic operational and tax initiatives, legislative, and other economic factors and developments. Any increase or decrease in the valuation allowance would result in additional or lower income tax expense in that period and could have a significant impact on that period’s earnings. 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. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The following table shows how loss per share attributable to Unisys Corporation was computed (shares in thousands): Three Months Ended 2023 2022 Basic loss per common share computation: Net loss attributable to Unisys Corporation $ (175.4) $ (57.3) Weighted average shares 67,943 67,387 Basic loss per common share $ (2.58) $ (0.85) Diluted loss per common share computation: Net loss attributable to Unisys Corporation $ (175.4) $ (57.3) Weighted average shares 67,943 67,387 Plus incremental shares from assumed conversions of employee stock plans — — Adjusted weighted average shares 67,943 67,387 Diluted loss per common share $ (2.58) $ (0.85) Anti-dilutive weighted-average stock options and restricted stock units (i) 391 837 (i) Amounts represent shares excluded from the computation of diluted loss 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 | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Contract assets - current $ 17.2 $ 28.9 Contract assets - long-term (i) 10.6 11.0 Deferred revenue - current (231.6) (200.7) Deferred revenue - long-term (115.3) (122.3) (i) Reported in other long-term assets on the company’s consolidated balance sheets. Significant changes in the above contract liability balances were as follows: Three Months Ended 2023 2022 Revenue recognized that was included in deferred revenue at the beginning of the period $ 65.1 $ 82.9 Amortization expense related to deferred commissions was as follows: Three Months Ended 2023 2022 Deferred commissions - amortization expense (i) $ 0.4 $ 1.1 (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 March 31, 2023 and December 31, 2022 was $31.4 million and $34.8 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 2023 2022 Costs to fulfill a contract - amortization expense $ 2.2 $ 8.9 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 | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Contract assets - current $ 17.2 $ 28.9 Contract assets - long-term (i) 10.6 11.0 Deferred revenue - current (231.6) (200.7) Deferred revenue - long-term (115.3) (122.3) (i) Reported in other long-term assets on the company’s consolidated balance sheets. Significant changes in the above contract liability balances were as follows: Three Months Ended 2023 2022 Revenue recognized that was included in deferred revenue at the beginning of the period $ 65.1 $ 82.9 Amortization expense related to deferred commissions was as follows: Three Months Ended 2023 2022 Deferred commissions - amortization expense (i) $ 0.4 $ 1.1 (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 March 31, 2023 and December 31, 2022 was $31.4 million and $34.8 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 2023 2022 Costs to fulfill a contract - amortization expense $ 2.2 $ 8.9 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022, the notional amount of these contracts was $468.7 million and $533.5 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. March 31, 2023 December 31, 2022 Balance Sheet Location Prepaid expenses and other current assets $ 3.1 $ 7.9 Other accrued liabilities 0.5 1.3 Total fair value $ 2.6 $ 6.6 The following table summarizes the location and amount of gains and (losses) recognized on foreign exchange forward contracts. Three Months Ended 2023 2022 Statement of Income Location Other (expense), net $ 5.2 $ (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 March 31, 2023 and December 31, 2022. March 31, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt: 6.875% senior secured notes due November 1, 2027 $ 479.5 $ 309.8 $ 479.2 $ 373.0 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 | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Changes in the carrying value of goodwill by reporting unit were as follows: Total DWS CA&I ECS Other Balance at December 31, 2022 $ 287.1 $ 140.5 $ 38.0 $ 98.3 $ 10.3 Translation adjustments 0.1 0.1 — — — Balance at March 31, 2023 $ 287.2 $ 140.6 $ 38.0 $ 98.3 $ 10.3 At March 31, 2023, there was no goodwill allocated to reporting units with negative net assets. Intangible Assets, Net Intangible assets, net at March 31, 2023 consists of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology (i) $ 10.0 $ 5.7 $ 4.3 Customer relationships (ii) 54.2 9.5 44.7 Marketing (ii) 1.3 0.4 0.9 Total $ 65.5 $ 15.6 $ 49.9 (i) Amortization expense is included within cost of revenue - technology in the consolidated statements of income (loss). (ii) Amortization expense is included within selling, general and administrative expense in the consolidated statements of income (loss). For the three months ended March 31, 2023 and 2022 amortization expense was $2.5 million and $2.4 million, respectively. The future amortization relating to acquired intangible assets at March 31, 2023 was estimated as follows: Future Amortization Expense Remainder of 2023 $ 7.1 2024 7.2 2025 4.3 2026 4.0 2027 4.0 Thereafter 23.3 Total $ 49.9 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt is comprised of the following: March 31, 2023 December 31, 2022 6.875% senior secured notes due November 1, 2027 (Face value of $485.0 million less unamortized issuance costs of $5.5 and $5.8 million at March 31, 2023 and at December 31, 2022) $ 479.5 $ 479.2 Finance leases 0.8 1.1 Other debt 25.8 32.8 Total 506.1 513.1 Less – current maturities 16.0 17.4 Total long-term debt $ 490.1 $ 495.7 See Note 10 for the fair value of the notes. Senior Secured Notes due 2027 The company has outstanding $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. and Unisys AP Investment Company I, each of which is a U.S. corporation that is directly or indirectly owned by the company (the subsidiary guarantors). The 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 2023 2022 Contractual interest coupon $ 8.3 $ 8.3 Amortization of issuance costs 0.3 0.3 Total $ 8.6 $ 8.6 Other Debt The company has 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 March 31, 2023 and December 31, 2022, $4.1 million and $5.5 million, was reported in current maturities of long-term debt, respectively. The company has 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 March 31, 2023 and December 31, 2022, $4.2 million and $4.0 million, was reported in current maturities of long-term debt, respectively. Asset Based Lending (ABL) Credit Facility The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility) that matures on October 29, 2025 and provides for revolving loans and letters of credit up to an aggregate amount of $145.0 million (with a limit on letters of credit of $40.0 million), with an accordion feature provision allowing for the aggregate amount available under the credit facility to be increased up to $175.0 million upon the satisfaction of certain conditions specified in the Amended and Restated ABL Credit Facility. Availability under the credit facility is subject to a borrowing base calculated by reference to the company’s receivables. At March 31, 2023, the company had no borrowings and $6.6 million of letters of credit outstanding, and availability under the facility was $64.0 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 Restated 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 March 31, 2023, the company has met all covenants and conditions under its various lending and funding agreements. For at least the next 12 months, the company expects to continue to meet these covenants and conditions. |
Litigation and Contingencies
Litigation and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Contingencies | Litigation and Contingencies The company is involved in a wide range of lawsuits, claims, investigations and proceedings, 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. Further, given the rapidly evolving external landscape of cybersecurity, privacy and data protection laws, regulations and threat actors, the company and its clients have been and will continue to be subject to actions or proceedings in various jurisdictions. These matters can involve a number of different parties, including competitors, clients, current or former employees, government and regulatory agencies, stockholders and representatives of the locations in which the company does business. 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. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. 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. These adjustments could have a material impact on our results of operations and financial position. The company intends to defend itself vigorously with respect to legal matters pending against it. Based on its experience, the company also believes that the damage amounts claimed in the matters disclosed below are not a meaningful indicator of the company’s potential liability. Litigation is inherently unpredictable and unfavorable resolutions could occur. Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the impact any such losses, damages or remedies may have in the company’s consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. Accordingly, it is possible that an adverse outcome from such matters 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 March 31, 2023, it has adequate provisions for any such matters. The following is a summary of the more significant legal matters involving the company. 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 March 31, 2023, 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 $111 million. On November 11, 2022, a purported stockholder of the company filed a putative securities class action complaint in the United States District Court for the Eastern District of Pennsylvania against the company and certain of its current officers, alleging violations of the Securities Exchange Act of 1934, as amended, based on allegedly false or misleading statements related to projections and certain other statements positively characterizing the company’s momentum, business, prospects and operations, and the effectiveness of the company’s internal control over financial reporting and the company’s disclosure controls and procedures. The plaintiff seeks an award of compensatory damages, among other relief, and costs and attorneys’ and experts’ fees. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is as follows: Total Translation Postretirement Balance at December 31, 2022 $ (3,076.0) $ (977.4) $ (2,098.6) Other comprehensive income (loss) before reclassifications 3.3 26.8 (23.5) Amounts reclassified from accumulated other comprehensive loss 199.5 (3.5) 203.0 Current period other comprehensive income 202.8 23.3 179.5 Balance at March 31, 2023 $ (2,873.2) $ (954.1) $ (1,919.1) Amounts reclassified out of accumulated other comprehensive loss are as follows: Three Months Ended 2023 2022 Translation adjustments: Adjustment for substantial completion of liquidation of foreign subsidiaries (i) $ (3.5) $ 1.1 Postretirement plans (ii) : Amortization of prior service benefit (1.3) (1.7) Amortization of actuarial losses 21.5 40.4 Settlement losses 183.2 — Total before tax 199.9 39.8 Income tax (0.4) (1.7) Total reclassifications for the period $ 199.5 $ 38.1 (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 3). |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Three Months Ended 2023 2022 Cash paid during the period for: Income taxes, net of refunds $ 20.7 $ 18.9 Interest $ 1.0 $ 1.4 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. March 31, 2023 December 31, 2022 Cash and cash equivalents $ 391.9 $ 391.8 Restricted cash 8.6 10.9 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 400.5 $ 402.7 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The company’s reportable segments are as follows: • Digital Workplace Solutions (DWS), which provides modern and traditional workplace solutions; • Cloud, Applications & Infrastructure Solutions (CA&I), which provides digital platform, applications, and infrastructure solutions; and • Enterprise Computing Solutions (ECS), which provides solutions that harness secure, continuous high-intensity computing and enable digital services through software-defined operating environments. The accounting policies of each segment are the same as those followed by the company as a whole. 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 other gross profit. A summary of the company’s operations by segment is presented below: Total Segments DWS CA&I ECS Three Months Ended March 31, 2023 Revenue $ 445.2 $ 131.0 $ 126.0 $ 188.2 Gross profit $ 157.5 $ 15.6 $ 16.4 $ 125.5 Three Months Ended March 31, 2022 Revenue $ 374.5 $ 124.8 $ 129.1 $ 120.6 Gross profit $ 85.8 $ 16.0 $ 7.0 $ 62.8 Presented below is a reconciliation of total segment revenue to total consolidated revenue: Three Months Ended 2023 2022 Total segment revenue $ 445.2 $ 374.5 Other revenue 71.2 72.2 Total consolidated revenue $ 516.4 $ 446.7 Presented below is a reconciliation of total segment gross profit to consolidated loss before income taxes: Three Months Ended 2023 2022 Total segment gross profit $ 157.5 $ 85.8 Other gross profit 1.5 1.6 Total gross profit 159.0 87.4 Selling, general and administrative expense (102.9) (104.4) Research and development expense (6.2) (6.5) Interest expense (7.6) (8.4) Other (expense), net (196.9) (21.0) Total loss before income taxes $ (154.6) $ (52.9) Other revenue and other gross profit are comprised of an aggregation of a number of immaterial business activities and cost reductions charges. These businesses principally provide for the management of processes and functions for clients in select industries, helping them improve performance and reduce costs. Geographic information about the company’s revenue, which is principally based on location of the selling organization, is presented below: Three Months Ended 2023 2022 United States $ 201.0 $ 199.0 United Kingdom 121.9 52.9 Other foreign 193.5 194.8 Total $ 516.4 $ 446.7 |
Remaining Performance Obligatio
Remaining Performance Obligations | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Contract assets - current $ 17.2 $ 28.9 Contract assets - long-term (i) 10.6 11.0 Deferred revenue - current (231.6) (200.7) Deferred revenue - long-term (115.3) (122.3) (i) Reported in other long-term assets on the company’s consolidated balance sheets. Significant changes in the above contract liability balances were as follows: Three Months Ended 2023 2022 Revenue recognized that was included in deferred revenue at the beginning of the period $ 65.1 $ 82.9 Amortization expense related to deferred commissions was as follows: Three Months Ended 2023 2022 Deferred commissions - amortization expense (i) $ 0.4 $ 1.1 (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 March 31, 2023 and December 31, 2022 was $31.4 million and $34.8 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 2023 2022 Costs to fulfill a contract - amortization expense $ 2.2 $ 8.9 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. |
Cost-Reduction Actions (Tables)
Cost-Reduction Actions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 (loss) classifications: Three Months Ended March 31, 2023 2022 Cost of revenue $ 0.6 $ 2.7 Selling, general and administrative — (0.7) Research and development 0.1 (0.1) Other (expense), net (3.5) 1.1 Total $ (2.8) $ 3.0 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, 2022 $ 11.7 $ 4.2 $ 7.5 Additional provisions 2.6 0.8 1.8 Payments (2.8) (1.4) (1.4) Changes in estimates (1.9) (0.7) (1.2) Translation adjustments 0.1 — 0.1 Balance at March 31, 2023 $ 9.7 $ 2.9 $ 6.8 Expected future utilization on balance at March 31, 2023: Short-term $ 9.7 $ 2.9 $ 6.8 |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit (Income) Expense | Net periodic pension expense (income) is presented below: Three Months Ended Three Months Ended Total U.S. International Total U.S. International Service cost (i) $ 0.3 $ — $ 0.3 $ 0.5 $ — $ 0.5 Interest cost 58.5 40.8 17.7 38.9 28.3 10.6 Expected return on plan assets (69.4) (48.6) (20.8) (68.4) (47.5) (20.9) Amortization of prior service benefit (1.2) (0.6) (0.6) (1.3) (0.6) (0.7) Recognized net actuarial loss 22.1 19.9 2.2 40.9 30.7 10.2 Settlement losses (ii) 183.2 183.2 — — — — Net periodic pension expense (income) $ 193.5 $ 194.7 $ (1.2) $ 10.6 $ 10.9 $ (0.3) (i) Service cost is reported in selling, general and administrative expense. All other components of net periodic pension expense (income) are reported in other (expense), net in the consolidated statements of income (loss). (ii) In March 2023, the company purchased a group annuity contract, with plan assets, for approximately $265 million to transfer projected benefit obligations related to approximately 8,650 retirees of one of the company’s U.S. defined benefit pension plans. This action resulted in a pre-tax settlement loss of $183.2 million for the three months ended March 31, 2023. Net periodic postretirement benefit income is presented below: Three Months Ended 2023 2022 Service cost (i) $ — $ — Interest cost 0.8 0.5 Expected return on assets (0.1) (0.1) Recognized net actuarial gain (0.7) (0.5) Amortization of prior service benefit (0.3) (0.3) Net periodic postretirement benefit income $ (0.3) $ (0.4) (i) Service cost is reported in selling, general and administrative expense. All other components of net periodic postretirement benefit expense (income) are reported in other (expense), net in the consolidated statements of income (loss). |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | A summary of restricted stock and restricted stock unit (RSU) activity for the three months ended March 31, 2023 follows (shares in thousands): Restricted Weighted- Outstanding at December 31, 2022 2,230 $ 23.53 Granted 2,314 5.42 Vested (529) 12.39 Forfeited and expired (206) 23.39 Outstanding at March 31, 2023 3,809 12.30 |
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: Three Months Ended 2023 2022 Weighted-average fair value of grant $ 7.32 $ 34.14 Risk-free interest rate (i) 4.51 % 1.72 % Expected volatility (ii) 63.63 % 57.71 % Expected life of restricted stock units in years (iii) 2.84 2.85 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) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Expense) Net | Other (expense), net is comprised of the following: Three Months Ended 2023 2022 Postretirement expense* $ (192.9) $ (9.7) Foreign exchange gains** 3.7 2.2 Environmental costs and other, net*** (7.7) (13.5) Total other (expense), net $ (196.9) $ (21.0) *Includes $183.2 million in the three months ended March 31, 2023 of a settlement loss related to one of the company’s U.S. defined benefit pension plans. See Note 3. **Includes net foreign exchange gains of $3.5 million and net foreign exchange losses of $1.1 million, respectively, in the three months ended March 31, 2023 and 2022, related to substantial completion of liquidation of foreign subsidiaries. ***Environmental costs relate to a previously disposed business. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Earnings (Loss) Per Common Share Attributable to Unisys Corporation | The following table shows how loss per share attributable to Unisys Corporation was computed (shares in thousands): Three Months Ended 2023 2022 Basic loss per common share computation: Net loss attributable to Unisys Corporation $ (175.4) $ (57.3) Weighted average shares 67,943 67,387 Basic loss per common share $ (2.58) $ (0.85) Diluted loss per common share computation: Net loss attributable to Unisys Corporation $ (175.4) $ (57.3) Weighted average shares 67,943 67,387 Plus incremental shares from assumed conversions of employee stock plans — — Adjusted weighted average shares 67,943 67,387 Diluted loss per common share $ (2.58) $ (0.85) Anti-dilutive weighted-average stock options and restricted stock units (i) 391 837 (i) Amounts represent shares excluded from the computation of diluted loss 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) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Contract Assets (Liabilities) | Net contract assets (liabilities) are as follows: March 31, 2023 December 31, 2022 Contract assets - current $ 17.2 $ 28.9 Contract assets - long-term (i) 10.6 11.0 Deferred revenue - current (231.6) (200.7) Deferred revenue - long-term (115.3) (122.3) (i) Reported in other long-term assets on the company’s consolidated balance sheets. Significant changes in the above contract liability balances were as follows: Three Months Ended 2023 2022 Revenue recognized that was included in deferred revenue at the beginning of the period $ 65.1 $ 82.9 |
Capitalized Contract Costs (Tab
Capitalized Contract Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Amortization Expenses | Amortization expense related to deferred commissions was as follows: Three Months Ended 2023 2022 Deferred commissions - amortization expense (i) $ 0.4 $ 1.1 (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 2023 2022 Costs to fulfill a contract - amortization expense $ 2.2 $ 8.9 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Balance Sheet Location | The following table summarizes the fair value of the company’s foreign exchange forward contracts. March 31, 2023 December 31, 2022 Balance Sheet Location Prepaid expenses and other current assets $ 3.1 $ 7.9 Other accrued liabilities 0.5 1.3 Total fair value $ 2.6 $ 6.6 |
Schedule of 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 2023 2022 Statement of Income Location Other (expense), net $ 5.2 $ (10.9) |
Schedule of Fair Values of Financial Instruments Not Measured at Fair Value in Consolidated Balance Sheets | 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 March 31, 2023 and December 31, 2022. March 31, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt: 6.875% senior secured notes due November 1, 2027 $ 479.5 $ 309.8 $ 479.2 $ 373.0 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 CA&I ECS Other Balance at December 31, 2022 $ 287.1 $ 140.5 $ 38.0 $ 98.3 $ 10.3 Translation adjustments 0.1 0.1 — — — Balance at March 31, 2023 $ 287.2 $ 140.6 $ 38.0 $ 98.3 $ 10.3 |
Schedule of Intangible Assets, Net | Intangible assets, net at March 31, 2023 consists of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology (i) $ 10.0 $ 5.7 $ 4.3 Customer relationships (ii) 54.2 9.5 44.7 Marketing (ii) 1.3 0.4 0.9 Total $ 65.5 $ 15.6 $ 49.9 (i) Amortization expense is included within cost of revenue - technology in the consolidated statements of income (loss). |
Schedule of Future Amortization of Intangible Assets | The future amortization relating to acquired intangible assets at March 31, 2023 was estimated as follows: Future Amortization Expense Remainder of 2023 $ 7.1 2024 7.2 2025 4.3 2026 4.0 2027 4.0 Thereafter 23.3 Total $ 49.9 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Long-term Debt | Long-term debt is comprised of the following: March 31, 2023 December 31, 2022 6.875% senior secured notes due November 1, 2027 (Face value of $485.0 million less unamortized issuance costs of $5.5 and $5.8 million at March 31, 2023 and at December 31, 2022) $ 479.5 $ 479.2 Finance leases 0.8 1.1 Other debt 25.8 32.8 Total 506.1 513.1 Less – current maturities 16.0 17.4 Total long-term debt $ 490.1 $ 495.7 See Note 10 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 2023 2022 Contractual interest coupon $ 8.3 $ 8.3 Amortization of issuance costs 0.3 0.3 Total $ 8.6 $ 8.6 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss is as follows: Total Translation Postretirement Balance at December 31, 2022 $ (3,076.0) $ (977.4) $ (2,098.6) Other comprehensive income (loss) before reclassifications 3.3 26.8 (23.5) Amounts reclassified from accumulated other comprehensive loss 199.5 (3.5) 203.0 Current period other comprehensive income 202.8 23.3 179.5 Balance at March 31, 2023 $ (2,873.2) $ (954.1) $ (1,919.1) |
Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Loss | Amounts reclassified out of accumulated other comprehensive loss are as follows: Three Months Ended 2023 2022 Translation adjustments: Adjustment for substantial completion of liquidation of foreign subsidiaries (i) $ (3.5) $ 1.1 Postretirement plans (ii) : Amortization of prior service benefit (1.3) (1.7) Amortization of actuarial losses 21.5 40.4 Settlement losses 183.2 — Total before tax 199.9 39.8 Income tax (0.4) (1.7) Total reclassifications for the period $ 199.5 $ 38.1 (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 3). |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Three Months Ended 2023 2022 Cash paid during the period for: Income taxes, net of refunds $ 20.7 $ 18.9 Interest $ 1.0 $ 1.4 |
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. March 31, 2023 December 31, 2022 Cash and cash equivalents $ 391.9 $ 391.8 Restricted cash 8.6 10.9 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 400.5 $ 402.7 |
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. March 31, 2023 December 31, 2022 Cash and cash equivalents $ 391.9 $ 391.8 Restricted cash 8.6 10.9 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 400.5 $ 402.7 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Operations by Business Segment | A summary of the company’s operations by segment is presented below: Total Segments DWS CA&I ECS Three Months Ended March 31, 2023 Revenue $ 445.2 $ 131.0 $ 126.0 $ 188.2 Gross profit $ 157.5 $ 15.6 $ 16.4 $ 125.5 Three Months Ended March 31, 2022 Revenue $ 374.5 $ 124.8 $ 129.1 $ 120.6 Gross profit $ 85.8 $ 16.0 $ 7.0 $ 62.8 |
Schedule of Reconciliation of Revenue from Segments to Consolidated | Presented below is a reconciliation of total segment revenue to total consolidated revenue: Three Months Ended 2023 2022 Total segment revenue $ 445.2 $ 374.5 Other revenue 71.2 72.2 Total consolidated revenue $ 516.4 $ 446.7 |
Schedule of 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 before income taxes: Three Months Ended 2023 2022 Total segment gross profit $ 157.5 $ 85.8 Other gross profit 1.5 1.6 Total gross profit 159.0 87.4 Selling, general and administrative expense (102.9) (104.4) Research and development expense (6.2) (6.5) Interest expense (7.6) (8.4) Other (expense), net (196.9) (21.0) Total loss before income taxes $ (154.6) $ (52.9) |
Schedule of 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 2023 2022 United States $ 201.0 $ 199.0 United Kingdom 121.9 52.9 Other foreign 193.5 194.8 Total $ 516.4 $ 446.7 |
Cost-Reduction Actions - Additi
Cost-Reduction Actions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Charges (credits) related to work-force reductions | $ 0.7 | $ (0.6) |
Other charges (credits) related to the cost-reduction effort | 3.6 | |
Cost-reduction charges and other costs | (2.8) | 3 |
Work-force Reductions | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges (credits) related to work-force reductions | 2.6 | |
Cost-reduction charges and other costs | 2.6 | |
Changes in estimates | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges (credits) related to work-force reductions | (1.9) | |
Foreign currency translation | ||
Restructuring Cost and Reserve [Line Items] | ||
Other charges (credits) related to the cost-reduction effort | $ (3.5) | 1.1 |
Asset impairments | ||
Restructuring Cost and Reserve [Line Items] | ||
Other charges (credits) related to the cost-reduction effort | 3.8 | |
Other expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Other charges (credits) related to the cost-reduction effort | $ (1.3) |
Cost-Reduction Actions - Statem
Cost-Reduction Actions - Statement of Income Classifications (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Cost-reduction charges and other costs | $ (2.8) | $ 3 |
Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost-reduction charges and other costs | 0.6 | 2.7 |
Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost-reduction charges and other costs | 0 | (0.7) |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost-reduction charges and other costs | 0.1 | (0.1) |
Other (expense), net | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost-reduction charges and other costs | $ (3.5) | $ 1.1 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Additional provisions | $ (2.8) | $ 3 |
Work-force Reductions | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 11.7 | |
Additional provisions | 2.6 | |
Payments | (2.8) | |
Changes in estimates | (1.9) | |
Translation adjustments | 0.1 | |
Balance at end of period | 9.7 | |
Short-term | 9.7 | |
Work-force Reductions | U.S. | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 4.2 | |
Additional provisions | 0.8 | |
Payments | (1.4) | |
Changes in estimates | (0.7) | |
Translation adjustments | 0 | |
Balance at end of period | 2.9 | |
Short-term | 2.9 | |
Work-force Reductions | International | ||
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | 7.5 | |
Additional provisions | 1.8 | |
Payments | (1.4) | |
Changes in estimates | (1.2) | |
Translation adjustments | 0.1 | |
Balance at end of period | 6.8 | |
Short-term | $ 6.8 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits - Components of Net Periodic Benefit (Income) Expense (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) retiree | Mar. 31, 2022 USD ($) | |
Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 0.3 | $ 0.5 |
Interest cost | 58.5 | 38.9 |
Expected return on plan assets | (69.4) | (68.4) |
Amortization of prior service benefit | (1.2) | (1.3) |
Recognized net actuarial (loss) gain | 22.1 | 40.9 |
Settlement losses | 183.2 | 0 |
Net periodic pension expense (income) | 193.5 | 10.6 |
Pension Plans | U.S. Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 40.8 | 28.3 |
Expected return on plan assets | (48.6) | (47.5) |
Amortization of prior service benefit | (0.6) | (0.6) |
Recognized net actuarial (loss) gain | 19.9 | 30.7 |
Settlement losses | 183.2 | 0 |
Net periodic pension expense (income) | 194.7 | 10.9 |
Group annuity contract to transfer projected benefit obligations, purchase amount | $ 265 | |
Group annuity contract to transfer projected benefit obligations, number of retirees | retiree | 8,650 | |
Pension Plans | International Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 0.3 | 0.5 |
Interest cost | 17.7 | 10.6 |
Expected return on plan assets | (20.8) | (20.9) |
Amortization of prior service benefit | (0.6) | (0.7) |
Recognized net actuarial (loss) gain | 2.2 | 10.2 |
Settlement losses | 0 | 0 |
Net periodic pension expense (income) | (1.2) | (0.3) |
Postretirement Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 0.8 | 0.5 |
Expected return on plan assets | (0.1) | (0.1) |
Amortization of prior service benefit | (0.3) | (0.3) |
Recognized net actuarial (loss) gain | (0.7) | (0.5) |
Net periodic pension expense (income) | $ (0.3) | $ (0.4) |
Pension and Postretirement Be_4
Pension and Postretirement Benefits - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash contributions, postretirement benefits | $ 16.4 | $ 16.2 | |
Pension Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated cash contributions by the company for current fiscal year | 40 | ||
Cash contributions, pension plans | 14.5 | 15.1 | $ 39.3 |
Postretirement Benefit Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated cash contributions by the company for current fiscal year | 4 | ||
Cash contributions, postretirement benefits | $ 1.9 | $ 1.1 | $ 4.3 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock and Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 4.7 | $ 6.6 |
Aggregate weighted-average grant-date fair value of units granted | 13.8 | 22.2 |
Total unrecognized compensation cost | $ 30.8 | |
Unrecognized compensation cost, weighted-average recognition period | 2 years 2 months 12 days | |
Aggregate weighted-average grant-date fair value of units vested | $ 6.6 | $ 14 |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Weighted- Average Grant-Date Fair Value | ||
Granted (in dollars per share) | $ 7.32 | $ 34.14 |
Restricted Stock and Restricted Stock Units (RSUs) | ||
Restricted Stock and RSU | ||
Outstanding at beginning of period (in shares) | 2,230 | |
Granted (in shares) | 2,314 | |
Vested (in shares) | (529) | |
Forfeited and expired (in shares) | (206) | |
Outstanding at end of period (in shares) | 3,809 | |
Weighted- Average Grant-Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 23.53 | |
Granted (in dollars per share) | 5.42 | |
Vested (in dollars per share) | 12.39 | |
Forfeited and expired (in dollars per share) | 23.39 | |
Outstanding at end of period (in dollars per share) | $ 12.30 |
Stock Compensation - Weighted A
Stock Compensation - Weighted Average Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Weighted-average fair value of grant (in dollars per share) | $ 7.32 | $ 34.14 |
Risk-free interest rate (as a percent) | 4.51% | 1.72% |
Expected volatility (as a percent) | 63.63% | 57.71% |
Expected life of restricted stock units in years | 2 years 10 months 2 days | 2 years 10 months 6 days |
Expected dividend yield (as a percent) | 0% | 0% |
Other (expense), net (Details)
Other (expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Intercompany Foreign Currency Balance [Line Items] | ||
Postretirement expense | $ (192.9) | $ (9.7) |
Foreign exchange gains (losses) | 3.7 | 2.2 |
Environmental costs and other, net | (7.7) | (13.5) |
Total other (expense), net | (196.9) | (21) |
Liquidation of Foreign Subsidiaries | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Foreign exchange gains (losses) | 3.5 | (1.1) |
Pension Plans | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Settlement losses to defined benefit pension plans | $ 183.2 | $ 0 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic loss per common share computation: | ||
Net loss attributable to Unisys Corporation | $ (175.4) | $ (57.3) |
Weighted average shares (in shares) | 67,943 | 67,387 |
Basic loss per common share (in dollars per share) | $ (2.58) | $ (0.85) |
Diluted loss per common share computation: | ||
Net loss attributable to Unisys Corporation | $ (175.4) | $ (57.3) |
Weighted average shares (in shares) | 67,943 | 67,387 |
Plus incremental shares from assumed conversions of employee stock plans (in shares) | 0 | 0 |
Adjusted weighted average shares (in shares) | 67,943 | 67,387 |
Diluted loss per common share (in dollars per share) | $ (2.58) | $ (0.85) |
Stock options and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive weighted-average stock options and restricted stock units (in shares) | 391 | 837 |
Contract Assets and Deferred _3
Contract Assets and Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets - current | $ 17.2 | $ 28.9 | |
Contract assets - long-term | 10.6 | 11 | |
Deferred revenue - current | (231.6) | (200.7) | |
Deferred revenue - long-term | (115.3) | $ (122.3) | |
Revenue recognized that was included in deferred revenue at the beginning of the period | $ 65.1 | $ 82.9 |
Capitalized Contract Costs (Det
Capitalized Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Capitalized Contract Cost [Line Items] | |||
Deferred commissions and costs to fulfill a contract - amortization expense | $ 2.2 | $ 8.9 | |
Costs to fulfill contract | 31.4 | $ 34.8 | |
Deferred Commissions | |||
Capitalized Contract Cost [Line Items] | |||
Deferred commissions | 3.2 | $ 4.9 | |
Deferred commissions and costs to fulfill a contract - amortization expense | $ 0.4 | $ 1.1 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Additional Information (Details) - Foreign Exchange Forward Contract - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | $ 468.7 | $ 533.5 |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Prepaid expenses and other current assets | $ 3.1 | $ 7.9 |
Other accrued liabilities | 0.5 | 1.3 |
Total fair value | $ 2.6 | $ 6.6 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other (expense), net | Foreign Exchange Forward Contract | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Other (expense), net | $ 5.2 | $ (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) - 6.875% senior secured notes due November 1, 2027 - Senior Notes - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate (in percent) | 6.875% | |
Long-term debt, gross | $ 479.5 | $ 479.2 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 309.8 | $ 373 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Carrying Value of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 287.1 |
Translation adjustments | 0.1 |
Ending balance | 287.2 |
DWS | |
Goodwill [Roll Forward] | |
Beginning balance | 140.5 |
Translation adjustments | 0.1 |
Ending balance | 140.6 |
CA&I | |
Goodwill [Roll Forward] | |
Beginning balance | 38 |
Translation adjustments | 0 |
Ending balance | 38 |
ECS | |
Goodwill [Roll Forward] | |
Beginning balance | 98.3 |
Translation adjustments | 0 |
Ending balance | 98.3 |
Other | |
Goodwill [Roll Forward] | |
Beginning balance | 10.3 |
Translation adjustments | 0 |
Ending balance | $ 10.3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets, Net (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Goodwill [Line Items] | |
Gross Carrying Amount | $ 65.5 |
Accumulated Amortization | 15.6 |
Total | 49.9 |
Technology | |
Goodwill [Line Items] | |
Gross Carrying Amount | 10 |
Accumulated Amortization | 5.7 |
Total | 4.3 |
Customer relationships | |
Goodwill [Line Items] | |
Gross Carrying Amount | 54.2 |
Accumulated Amortization | 9.5 |
Total | 44.7 |
Marketing | |
Goodwill [Line Items] | |
Gross Carrying Amount | 1.3 |
Accumulated Amortization | 0.4 |
Total | $ 0.9 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Line Items] | ||
Amortization expense | $ 2.5 | $ 2.4 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 7.1 |
2024 | 7.2 |
2025 | 4.3 |
2026 | 4 |
2027 | 4 |
Thereafter | 23.3 |
Total | $ 49.9 |
Debt - Schedule of Components o
Debt - Schedule of Components of Long-term Debt (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance leases | $ 800,000 | $ 1,100,000 |
Other debt | 25,800,000 | 32,800,000 |
Total | 506,100,000 | 513,100,000 |
Less – current maturities | 16,000,000 | 17,400,000 |
Total long-term debt | $ 490,100,000 | 495,700,000 |
Senior Notes | Senior Secured Notes Due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate (in percent) | 6.875% | |
Face value | $ 485,000,000 | 485,000,000 |
Unamortized discount and fees | 5,500,000 | 5,800,000 |
Long-term debt, gross | $ 479,500,000 | $ 479,200,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Oct. 29, 2020 | Mar. 31, 2023 | Dec. 31, 2022 |
2027 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 485,000,000 | $ 485,000,000 | |
Interest rate (in percent) | 6.875% | ||
2027 Notes | Senior Notes | Prior to November 1, 2023 (in percent) | |||
Debt Instrument [Line Items] | |||
Redemption price, percent of principal amount of notes redeemed (in percent) | 100% | ||
Proportion of notes with option to redeem (in percent) | 40% | ||
Redemption price, proportion of principal amount (in percent) | 106.875% | ||
2027 Notes | Senior Notes | Change of Control (in percent) | |||
Debt Instrument [Line Items] | |||
Redemption price, proportion of principal amount (in percent) | 101% | ||
Installment Payment Agreement | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 27,700,000 | ||
Interest rate (in percent) | 7% | ||
Amount reported in current maturities of long-term debt | $ 4,100,000 | 5,500,000 | |
Software Licenses Financing Agreement | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 19,300,000 | ||
Interest rate (in percent) | 5.47% | ||
Amount reported in current maturities of long-term debt | $ 4,200,000 | $ 4,000,000 | |
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 | ||
Availability under the facility, net of letters of credit issued | 64,000,000 | ||
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 | $ 6,600,000 | ||
Amended and Restated ABL Credit Facility | Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Requirement to maintain minimum fixed charge coverage ratio (in percent) | 10% | ||
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 - 2027 Notes - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Contractual interest coupon | $ 8.3 | $ 8.3 |
Amortization of issuance costs | 0.3 | 0.3 |
Total | $ 8.6 | $ 8.6 |
Litigation and Contingencies (D
Litigation and Contingencies (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Amount related to unreserved tax-related matters, inclusive of interest (up to) | $ 111 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Summary (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 21.8 |
Other comprehensive income (loss) before reclassifications | 3.3 |
Amounts reclassified from accumulated other comprehensive loss | 199.5 |
Current period other comprehensive income | 202.8 |
Ending balance | 54 |
Total | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (3,076) |
Ending balance | (2,873.2) |
Translation Adjustments | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (977.4) |
Other comprehensive income (loss) before reclassifications | 26.8 |
Amounts reclassified from accumulated other comprehensive loss | (3.5) |
Current period other comprehensive income | 23.3 |
Ending balance | (954.1) |
Postretirement Plans | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (2,098.6) |
Other comprehensive income (loss) before reclassifications | (23.5) |
Amounts reclassified from accumulated other comprehensive loss | 203 |
Current period other comprehensive income | 179.5 |
Ending balance | $ (1,919.1) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Amounts Reclassified Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other (expense), net | $ (196.9) | $ (21) |
Total before tax | (154.6) | (52.9) |
Income tax | (19.9) | (4.1) |
Reclassification out of Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total before tax | 199.9 | 39.8 |
Income tax | (0.4) | (1.7) |
Total reclassifications for the period | 199.5 | 38.1 |
Reclassification out of Accumulated Other Comprehensive Loss | Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other (expense), net | (3.5) | 1.1 |
Reclassification out of Accumulated Other Comprehensive Loss | Amortization of prior service benefit | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other (expense), net | (1.3) | (1.7) |
Reclassification out of Accumulated Other Comprehensive Loss | Amortization of actuarial losses | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other (expense), net | 21.5 | 40.4 |
Reclassification out of Accumulated Other Comprehensive Loss | Settlement losses | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other (expense), net | $ 183.2 | $ 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid during the period for: | ||
Income taxes, net of refunds | $ 20.7 | $ 18.9 |
Interest | $ 1 | $ 1.4 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 391.9 | $ 391.8 | ||
Restricted cash | 8.6 | 10.9 | ||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 400.5 | $ 402.7 | $ 500.9 | $ 560.6 |
Segment Information - Summary o
Segment Information - Summary of Operations by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Gross profit | $ 159 | $ 87.4 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Customer revenue | 445.2 | 374.5 |
Gross profit | 157.5 | 85.8 |
Operating Segments | DWS | ||
Segment Reporting Information [Line Items] | ||
Customer revenue | 131 | 124.8 |
Gross profit | 15.6 | 16 |
Operating Segments | CA&I | ||
Segment Reporting Information [Line Items] | ||
Customer revenue | 126 | 129.1 |
Gross profit | 16.4 | 7 |
Operating Segments | ECS | ||
Segment Reporting Information [Line Items] | ||
Customer revenue | 188.2 | 120.6 |
Gross profit | $ 125.5 | $ 62.8 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Revenue to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 516.4 | $ 446.7 |
Total segment revenue | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 445.2 | 374.5 |
Other revenue | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 71.2 | $ 72.2 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | $ 159 | $ 87.4 |
Selling, general and administrative expense | (102.9) | (104.4) |
Research and development expense | (6.2) | (6.5) |
Interest expense | (7.6) | (8.4) |
Other (expense), net | (196.9) | (21) |
Total loss before income taxes | (154.6) | (52.9) |
Total segment gross profit | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | 157.5 | 85.8 |
Other gross profit | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gross profit | 1.5 | 1.6 |
Interest expense | (7.6) | (8.4) |
Other (expense), net | $ (196.9) | $ (21) |
Segment Information - Revenue,
Segment Information - Revenue, Properties and Outsourcing Assets by Geographic Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 516.4 | $ 446.7 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 201 | 199 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 121.9 | 52.9 |
Other foreign | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 193.5 | $ 194.8 |
Remaining Performance Obligat_2
Remaining Performance Obligations (Details) $ in Billions | Mar. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 0.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized as revenue | 26% |
Performance obligations expected recognition period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized as revenue | 28% |
Performance obligations expected recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized as revenue | 19% |
Performance obligations expected recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized as revenue | 15% |
Performance obligations expected recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized as revenue | 12% |
Performance obligations expected recognition period | 1 year |