Item 1A. Risk Factors
Item 1A. Risk Factors
There have been no significant changes to the “Risk Factors” in Part I, Item 1A of the company’s Annual Report on Form 10-K for the year ended December 31, 2022.
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CAUTIONARY STATEMENT PURSUANT TO THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Risks and uncertainties that could cause the company’s future results to differ materially from those expressed in “forward-looking” statements include:
Implementation of Business Strategy in Information Technology Market
• our ability to grow revenue and expand margin in our Digital Workplace Solutions and Cloud, Applications & Infrastructure Solutions businesses;
• our ability to maintain our installed base and sell new solutions and related services;
• our ability to attract and retain experienced personnel in key positions;
• the potential adverse effects of aggressive competition;
• our ability to effectively anticipate and respond to rapid technological innovation in our industry;
• our ability to retain significant clients and attract new clients;
• our contracts may not be as profitable as expected or provide the expected level of revenues;
• the business and financial risk in implementing acquisitions or dispositions;
Defined Benefit Pension Plans
• we have significant underfunded pension obligations;
General Business Risks
• cybersecurity incidents could result in incurring significant costs and harm to our business and reputation;
• our failure to remediate material weaknesses in our disclosure controls and procedures and internal controls over financial reporting or any other material weaknesses in the future could result in material misstatements in our financial statements;
• our ability to access financing markets;
• the risks of doing business internationally when a significant portion of our revenue is derived from international operations;
• the adverse effects of global economic conditions, acts of war, terrorism, natural disasters or the widespread outbreak of infectious diseases;
• a reduction in our credit rating;
• a significant disruption in our IT systems could adversely affect our business and reputation;
• the performance and capabilities of third parties with whom we have commercial relationships;
• if our clients are not satisfied with our services or products, we may face damage to our reputation or legal liability;
• the potential for intellectual property infringement claims to be asserted against our clients or us;
• the possibility that legal proceedings could affect our results of operations or cash flow or may adversely affect our business or reputation;
• a potential impairment of goodwill or intangible assets;
• a failure to meet standards or expectations with respect to our environmental, social and governance practices; and
• our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Other factors discussed in this report, although not listed here, also could materially affect our future results.
Item 6. Exhibits
See Exhibit Index
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EXHIBIT INDEX
Exhibit Number Description
3.1 Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 30, 2010)
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2011)
3.3 Certificate of Amendment of the Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2017)
3.4 Bylaws of Unisys Corporation, as amended through December 14, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2022)
10.1 Unisys Corporation Savings Plan, as amended and restated effective January 1, 2023
31.1 Certification of Peter A. Altabef required by Rule 13a-14(a) or Rule 15d-14(a)
31.2 Certification of Debra McCann required by Rule 13a-14(a) or Rule 15d-14(a)
32.1 Certification of Peter A. Altabef required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2 Certification of Debra McCann required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
101 The following financial information from Unisys Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Income (Loss), (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity (Deficit), and (vi) Notes to Consolidated Financial Statements
104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UNISYS CORPORATION
Date: May 2, 2023
By: /s/ Debra McCann
Debra McCann
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Erin Mannix
Erin Mannix
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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