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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-03-01 · 40 added, 43 removed, 113 unchanged (42% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based upon that evaluation, the CEO and the CFO concluded that due to material weaknesses in our disclosure controls and procedures and in our internal control over financial reporting, the company’s disclosure controls and procedures were not effective as of December 31, 2022 at the reasonable assurance level.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The company did not design and maintain effective formal policies and procedures over information being communicated by the IT function and the legal and compliance function to those responsible for governance, including the CEO and CFO, to allow timely decisions related to both financial reporting as further discussed in Management’s Report on Internal Control Over Financial Reporting under Item 8 of this Annual Report on Form 10-K, and other non-financial reporting in the reports that the company files or submits under the Exchange Act.

To address the material weaknesses referenced above, the company performed additional analysis and performed other procedures in order to prepare the audited consolidated financial statements in accordance with generally accepted accounting principles (GAAP).

Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Status of Remediation Plan for Material Weaknesses

Management has implemented measures designed to ensure that the material weaknesses are remediated.

The company has taken the following remediation steps during the fourth quarter of 2022:

Based upon that evaluation, the CEO and the CFO concluded that, as of December 31, 2023, the company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Refer to Management's Report on Internal Control over Financial Reporting on page 38 .

Changes in Internal Control over Financial Reporting

As previously reported in the company’s Annual Report on Form 10-K for the year ended December 31, 2022, management identified the following material weaknesses in the company’s disclosure controls and procedures and in the company’s internal control over financial reporting:

The company did not design and maintain effective formal policies and procedures to ensure appropriate information is communicated from the IT function and the legal and compliance function to the accounting function and those responsible for governance on a timely basis to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

These material weaknesses did not result in a misstatement of the company’s financial statements;

however, they could have resulted in misstatements of interim or annual consolidated financial statements and disclosures that would result in a material misstatement that would not be prevented or detected.

Throughout fiscal year 2023, management implemented the following measures, which resulted in the remediation of the material weaknesses:

• The company enhanced its written policy regarding information escalation for cyber-incidents.

2 unchanged sentences

• The company is requiring all direct reports to the CEO to confirm that they have made the Disclosure Committee aware of any matters under their purview that the Disclosure Committee should be considering in advance of applicable SEC filings.

• The company provided training and policies (including any policy revisions) to non-finance executives regarding escalation of significant matters related to SEC reporting requirements.

• Procedures were drafted to address the proper handling of information so that the Security and Risk Committee and Audit and Finance Committee are properly informed.

• The company provided training and policies (including any policy revisions) to executives regarding escalation of significant matters related to SEC reporting requirements.

• Procedures were implemented to address the proper handling of information so that the Security and Risk Committee and Audit and Finance Committee are properly informed.

• Management has revised its Speak Up Policy to make all associates aware that they have direct access to, and may approach, company executives and the Board of Directors, and that they have access to the company’s whistleblower hotline.

As of December 31, 2022, management has implemented all remedial actions described above in respect to the material weaknesses relating to policies and procedures within the IT function and the legal and compliance function to the accounting function.

Due to the timing of the design and implementation of these remediation efforts during the fourth quarter of 2022, there has been insufficient time for the company to demonstrate consistent execution against all newly implemented actions.

As such, management is unable to conclude on the operating effectiveness of implemented remediations at December 31, 2022.

We expect to continue to enhance these controls and assess their operating effectiveness in 2023.

Management’s Report on Internal Control Over Financial Reporting

Refer to Management's Report on Internal Control over Financial Reporting on page 33

Changes in Internal Control over Financial Reporting

Except as described above with respect to the remediation plan, there has been no changes in our internal control over financial reporting occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Not applicable.

During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

31 unchanged sentences

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 By-Laws of Unisys Corporation, as amended through Decemb er 1 4 , 20 22 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 1 4 , 20 22 )

3.4 Unisys Corporation Amended and Restated By-Laws 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)

4.1 Agreement to furnish to the Commission on request a copy of any instrument defining the rights of the holders of long-term debt which authorizes a total amount of debt not exceeding 10% of the total assets of the Company (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1982 (File No.

8 unchanged sentences

Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement, dated March 29, 2019, for its 2019 Annual Meeting of Stockholders)

Unisys Corporation 2023 Long-Term In centive and Equity Compensation Plan (incorporated by reference to the Appendix to the Company ’ s Proxy Statement, dated March 24, 2023, fo r its 2023 Annual Meeting of Stockholde rs)

Form of TSR-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)

5 unchanged sentences

Form of Performance Growth Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021)

10.13 Form of TSR-Based Cash Award Agreement dated as of February 25, 2022 between the Company and Peter Altabef

10.14 Form of TSR-Based Restricted Stock Unit Agreement dated as of February 25, 2022 between the Company and Peter Altabef

10.15 Form of Time-Based Restricted Stock Unit Agreement dated as of February 25, 2022 between the Company and Peter Altabef

Form of TSR-Based Cash Award Agreement dated as of February 25, 2022 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)

Form of TSR-Based Restricted Stock Unit Agreement dated as of February 25, 2022 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Time-Based Restricted Stock Unit Agreement dated as of February 25, 2022 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)

Unisys Executive Annual Variable Compensation Plan (incorporated by reference to Exhibit A to the Company’s Proxy Statement, dated March 23, 1993, for its 1993 Annual Meeting of Stockholders)

7 unchanged sentences

Amendment 2017-1 to the Unisys Corporation Savings Plan effective January 1, 2017 (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016)

Unisys Corporation Savings Plan, as amended and restated effective January 1, 2023 (inco rporated by reference to Exhibit 10 .1 to the Company ’ s Quarter ly Report on Form 10-Q for the quarterl y period ended March 31, 2023)

Summary of supplemental benefits provided to elected officers of Unisys Corporation (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)

1 unchanged sentence

Employment Agreement, dated December 12, 2014, between Unisys Corporation and Peter Altabef (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014)

Transition Agreement dated December 12, 2023, b etween Unisys Corporation and Katherine Ebrahimi

10.31 Security Agreement dated as of October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc.

4 unchanged sentences

10.34 Amended and Restated Security Agreement dated as of October 29, 2020 by Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, and Unisys NPL, Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 29, 2020)

10.35 Amendment No.1 dated as of June 2, 2023 to Amended and Restated Credit Agreement dated as of October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by refe rence to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q f o r t h e quarterly period ended June 30, 2023)

10.36 ABL Intercreditor Agreement dated as of October 29, 2020 by and among JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Trustee, and Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 29, 2020)

21 Subsidiaries of the Company

23.1 Consent of Grant Thornton LLP (PCAOB ID 248)

23.2 Consent of PricewaterhouseCoopers LLP (PCAOB ID 238 )

1 unchanged sentence

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)

Altabef, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2 Certification of Debra McCann, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

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.

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.

Altabef, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

32.2 Certification of Debra McCann, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

97 Executive Clawback Policy for Recoupment of Erroneously Awarded Compensation

101 The following financial information from Unisys Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

1 unchanged sentence

104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Denotes compensatory plans or arrangements or management contracts.

FORM 10-K SUMMARY

2 unchanged sentences

Chair and Chief Executive Officer

March 1, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 1, 2023.

Altabef *Deborah Lee James

Altabef Deborah Lee James

February 26, 2024

Altabef *John Kritzmacher

Altabef John Kritzmacher

Chair and Chief Executive Officer Director

(principal executive officer)

/s/ Debra McCann *John Kritzmacher

Debra McCann John Kritzmacher

/s/ Debra McCann *Paul E.

Debra McCann Paul E.

Executive Vice President and Chief Financial Officer Director

(principal financial officer)

/s/ Erin Mannix *Paul E.

Erin Mannix Paul E.

Vice President and Chief Accounting Officer Director

/s/ David Brown

Vice President, Chief Accounting Officer and Corporate Controller

(principal accounting officer)

*Nathaniel A.

Davis *Regina M.

Davis Regina M.

Director Director

Desch *Troy K.

Desch Troy K.

Davis *Troy K.

Davis Troy K.

Director Director

Fletcher *Lee D.

Fletcher Lee D.

Desch *Lee D.

Director Director

2 unchanged sentences

Director Director

*Deborah Lee James

Deborah Lee James

Attorney-in-fact

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures