What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-21 compared with 2024-02-26 · 227 added, 212 removed, 1337 unchanged (25% of the section changed)

41 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Unisys Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of income (loss), comprehensive income (loss), equity (deficit), and cash flows for the year ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Unisys Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 21, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

2 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment assessment for Digital Workspace Solutions

As disclosed in Note 14 to the consolidated financial statements, the Company’s consolidated goodwill balance related to the Digital Workspace Solutions (“DWS”) reporting unit was $140.8 million as of December 31, 2023.

Goodwill impairment assessment for Digital Workplace Solutions

As described further in Note 14 to the consolidated financial statements, the Company’s goodwill balance related to the Digital Workplace Solutions (“DWS”) reporting unit was $101.3 million as of December 31, 2024.

Management evaluates goodwill for impairment annually on October 1st of each year or whenever events or changes in circumstances indicate potential impairment has occurred.

We identified the Company’s determination of the fair value of the DWS reporting unit as part of its annual goodwill impairment test as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the reporting unit is a critical audit matter are that there are significant judgments required by management when determining the fair value of the reporting unit using the income approach.

We identified the Company’s determination of the fair value of the DWS reporting unit as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the DWS reporting unit is a critical audit matter are that there are significant judgments required by management when determining the fair value of the reporting unit using the income approach.

In particular, the fair value estimate was sensitive to assumptions used to estimate future revenues and cash flows, including revenue growth rates, gross margin, and the discount rate, applied by the Company.

Our audit procedures related to the estimation of the fair value of the reporting unit included the following, among others:

Our audit procedures related to the estimation of the fair value of the DWS reporting unit included the following, among others:

• We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future cash flows, the discount rate used, and valuation methodologies applied.

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Opinion on the Financial Statements

We have audited the consolidated balance sheet of Unisys Corporation and its subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of income (loss), of comprehensive income, of equity (deficit) and of cash flows for each of the two years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2022 appearing after the signatures page (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

We have audited the consolidated statements of income (loss), of comprehensive income, of equity (deficit) and of cash flows of Unisys Corporation and its subsidiaries (the “Company”) for the year ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for the year ended December 31, 2022 appearing after the signatures page (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 1, 2023

March 1, 2023, except for the change in the manner in which the Company accounts for segments discussed in Note 2 to the consolidated financial statements, as to which the date is February 21, 2025.

We served as the Company’s auditor from 2020 to 2022.

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Research and development 25.2 24.1 24.2

Goodwill impairment 39.1 — —

1,911.0 1,938.5 1,927.7

3 unchanged sentences

Loss before income taxes ( 75.3 ) ( 347.8 ) ( 62.6 )

Provision for (benefit from) income taxes 79.3 42.3 ( 11.9 )

Provision for income taxes 117.9 79.3 42.3

Consolidated net loss ( 193.2 ) ( 427.1 ) ( 104.9 )

Net income (loss) attributable to noncontrolling interests 3.6 1.1 ( 1.3 )

Net income attributable to noncontrolling interests 0.2 3.6 1.1

Net loss attributable to Unisys Corporation $ ( 193.4 ) $ ( 430.7 ) $ ( 106.0 )

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Foreign currency translation ( 73.4 ) 67.9 ( 117.5 )

Postretirement adjustments, net of tax of $( 32.2 ) in 2023, $ 15.2 in 2022 and $ 64.5 in 2021

Pension and postretirement adjustments, net of tax of $ 9.0 in 2024, $( 32.2 ) in 2023 and $ 15.2 in 2022

117.0 181.1 291.7

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Comprehensive (loss) income ( 149.6 ) ( 178.1 ) 69.3

Comprehensive (loss) income attributable to noncontrolling interests ( 23.1 ) ( 12.8 ) 4.6

Comprehensive income (loss) attributable to noncontrolling interests 0.7 ( 23.1 ) ( 12.8 )

Comprehensive (loss) income attributable to Unisys Corporation $ ( 150.3 ) $ ( 155.0 ) $ 82.1

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Operating lease right-of-use assets 38.4 35.4

Prepaid postretirement assets 38.0 119.5

Prepaid pension and postretirement assets 25.6 38.0

Deferred income taxes 96.6 114.0

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Restricted cash 14.1 9.0

Assets held-for-sale 4.9 6.4

Other long-term assets 185.7 205.8

Total assets $ 1,872.3 $ 1,965.4

Total liabilities and (deficit) equity

Total liabilities and deficit

Current liabilities:

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Long-term debt 488.2 491.2

Long-term postretirement liabilities 787.7 714.6

Long-term pension and postretirement liabilities 816.4 787.7

Long-term deferred revenue 108.8 104.4

2 unchanged sentences

Commitments and contingencies (see Note 18)

(Deficit) equity:

Common stock, par value $ .01 per share ( 150.0 shares authorized;

9 unchanged sentences

Noncontrolling interests 14.1 13.4

Total (deficit) equity ( 138.4 ) 21.8

Total liabilities and (deficit) equity $ 1,965.4 $ 2,065.6

Total deficit ( 269.3 ) ( 138.4 )

Total liabilities and deficit $ 1,872.3 $ 1,965.4

See notes to consolidated financial statements.

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Amortization of intangible assets 7.2 9.7 10.1

Goodwill impairment 39.1 — —

Other non-cash operating activities ( 1.2 ) ( 0.2 ) 0.3

Loss on disposal of capital assets 0.2 6.0 6.6

Postretirement contributions ( 48.0 ) ( 43.7 ) ( 56.4 )

Postretirement expense 388.5 45.3 552.0

Pension and postretirement contributions ( 27.1 ) ( 48.0 ) ( 43.7 )

Pension and postretirement expense 182.2 388.5 45.3

Deferred income taxes, net 35.6 24.5 ( 8.3 )

7 unchanged sentences

Cash flows from investing activities

Proceeds from investments 2,751.6 3,336.1 4,148.2

Purchases of investments ( 2,740.4 ) ( 3,380.4 ) ( 4,168.1 )

Proceeds from foreign exchange forward contracts 3,077.1 2,751.6 3,336.1

Purchases of foreign exchange forward contracts ( 3,094.4 ) ( 2,740.4 ) ( 3,380.4 )

Investment in marketable software ( 47.5 ) ( 46.0 ) ( 46.3 )

Capital additions of properties ( 16.0 ) ( 21.3 ) ( 31.0 )

Capital additions of outsourcing assets ( 16.3 ) ( 11.4 ) ( 8.6 )

Investment in marketable software ( 46.0 ) ( 46.3 ) ( 54.4 )

Purchases of businesses, net of cash acquired — ( 1.2 ) ( 0.3 )

3 unchanged sentences

Payments of long-term debt ( 15.4 ) ( 16.9 ) ( 17.8 )

Proceeds from issuance of long-term debt — — 1.5

Proceeds from exercise of stock options — — 4.5

Financing fees ( 0.5 ) — —

Other ( 2.2 ) ( 0.4 ) ( 3.8 )

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Balance at December 31, 2021 $ ( 64.4 ) $ ( 113.7 ) $ 0.7 $ ( 1,409.0 ) $ ( 152.2 ) $ 4,710.9 $ ( 3,264.1 ) $ 49.3

Consolidated net loss ( 449.8 ) ( 448.5 ) ( 448.5 ) ( 1.3 )

Capped call on conversion of debt — — ( 30.8 ) 30.8

Consolidated net (loss) income ( 104.9 ) ( 106.0 ) ( 106.0 ) 1.1

Stock-based activity 16.9 16.9 ( 3.8 ) 20.7

Translation adjustments ( 117.5 ) ( 111.2 ) ( 111.2 ) ( 6.3 )

Postretirement plans 721.8 715.0 715.0 6.8

Pension and postretirement plans

291.7 299.3 299.3 ( 7.6 )

Balance at December 31, 2022 $ 21.8 $ ( 14.7 ) $ 0.7 $ ( 1,515.0 ) $ ( 156.0 ) $ 4,731.6 $ ( 3,076.0 ) $ 36.5

2 unchanged sentences

Translation adjustments 67.9 64.6 64.6 3.3

Postretirement plans 291.7 299.3 299.3 ( 7.6 )

Pension and postretirement plans

181.1 211.1 211.1 ( 30.0 )

Balance at December 31, 2023 $ ( 138.4 ) $ ( 151.8 ) $ 0.7 $ ( 1,945.7 ) $ ( 156.4 ) $ 4,749.9 $ ( 2,800.3 ) $ 13.4

2 unchanged sentences

Translation adjustments ( 73.4 ) ( 71.9 ) ( 71.9 ) ( 1.5 )

Postretirement plans 181.1 211.1 211.1 ( 30.0 )

Pension and postretirement plans

117.0 115.0 115.0 2.0

Balance at December 31, 2024 $ ( 269.3 ) $ ( 283.4 ) $ 0.8 $ ( 2,139.1 ) $ ( 158.5 ) $ 4,770.6 $ ( 2,757.2 ) $ 14.1

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Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 390.6 $ 396.7

The company maintains cash balances in various operating accounts in excess of federally insured limits.

The company monitors this risk by evaluating the creditworthiness of the financial institutions.

Inventories Inventories are valued at the lower of cost and net realizable value.

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The gross amount of outsourcing assets totaled $ 553.0 million and $ 563.4 million as of December 31, 2024 and 2023, respectively, and related accumulated amortization totaled $ 529.0 million and $ 531.8 million as of December 31, 2024 and 2023, respectively.

Marketable software The cost of development of computer software to be sold or leased, incurred subsequent to establishment of technological feasibility, is capitalized and amortized to cost of sales over the estimated revenue-producing lives of the products.

For the company’s proprietary enterprise software products, the amortization period is five years following product release, and for the remaining products, the amortization period is three years following product release.

In assessing the estimated revenue-producing lives and recoverability of the products, the company considers operating strategies, underlying

technologies utilized, estimated economic life and external market factors, such as expected levels of competition, barriers to entry by potential competitors, stability in the market and governmental regulation.

In assessing the estimated revenue-producing lives and recoverability of the products, the company considers operating strategies, underlying technologies utilized, estimated economic life and external market factors, such as expected levels of competition, barriers to entry by potential competitors, stability in the market and governmental regulation.

The company continually reassesses the estimated revenue-producing lives of the products and any change in the company’s estimate could result in the remaining amortization expense being accelerated or spread out over a longer period.

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These costs are amortized in accordance with the fixed asset policy described above.

Cloud Computing Arrangements For cloud computing arrangements that meet the definition of a service contract, the company capitalizes implementation costs incurred during the application development stage and until the software is ready for its intended use and then amortizes the costs on a straight-line basis over the related cloud computing arrangement.

At December 31, 2024 and 2023, the amounts capitalized for cloud computing arrangements related primarily to the company’s deferred implementation costs for its new enterprise resource planning system and totaled $ 24.1 million and $ 23.0 million, respectively, of which $ 7.6 million and $ 5.5 million, respectively, were included within prepaid expenses and other current assets and $ 16.5 million and $ 17.5 million, respectively, were included within other long-term assets on the company’s consolidated balance sheets.

Goodwill and Purchased Intangible Assets Goodwill arising from the acquisition of an entity represents the excess of the purchase price consideration over the fair value of the underlying identifiable intangible assets and net assets or liabilities assumed.

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Impaired goodwill is written down to its fair value through a charge to the consolidated statement of income (loss) in the period the impairment is identified.

During the fourth quarter of 2023, the company performed a quantitative goodwill impairment test for each reporting unit, and estimated the fair value of the reporting units using both the income approach and the market approach.

During the third quarter of 2024, the company reviewed its estimated long-term expected future cash flows for its Digital Workplace Solutions (DWS) reporting unit as operating results were below estimated forecast due to the impact of the slower pace of client signings driven by the current economic environment and industry dynamics.

Based on this, the company concluded that a triggering event existed and conducted a quantitative goodwill assessment for the DWS reporting unit as of September 30, 2024.

The fair value of the DWS reporting unit was estimated using both the income approach and the market approach using a weighted methodology to determine its fair value.

Based on the goodwill impairment analysis performed during the third quarter of 2024, the carrying value of the DWS reporting unit exceeded its respective fair value, resulting in the recognition of a goodwill impairment charge of $ 39.1 million.

During the fourth quarter of 2024, the company performed a quantitative goodwill impairment testing for each reporting unit, and estimated the fair value of the reporting units using both the income approach and the market approach.

The income approach incorporates the use of a discounted cash flow method in which the estimated future cash flows and terminal values for each reporting unit are discounted to present value.

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In order to assess the reasonableness of the calculated reporting unit fair values, the company also compares the sum of the reporting units’ fair values to its market capitalization (per share stock price multiplied by shares outstanding) and calculates an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization).

The company’s quantitative assessment in the fourth quarter of 2023 indicated that each reporting unit’s fair value exceeded its carrying value, as such no impairment charge was recognized as of December 31, 2023.

All reporting units had a fair value in excess of book value.

The company completed the quantitative goodwill assessment in the fourth quarter of 2024 and no additional impairment charge was recognized as of December 31, 2024.

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results.

2 unchanged sentences

treasury rates and equity risk premiums, tax rates, recent market valuations from transactions by comparable companies, volatility in the company’s market capitalization, and general industry, market and macro-economic conditions.

It is possible that future changes in such circumstances or in the inputs and assumptions used in estimating the fair value of the reporting units, could require the company to record a non-cash impairment charge.

Finite-lived intangible assets purchased in a business combination are recorded at fair value and amortized to cost of revenue - technology and selling, general and administrative expense over their estimated useful lives.

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For example, a client may purchase an enterprise server that includes operating system software.

In addition, the arrangement may include post-contract support for the software and a contract for post-warranty maintenance for service of the hardware.

In addition, the arrangement may include

post-contract support for the software and a contract for post-warranty maintenance for service of the hardware.

These arrangements consist of multiple performance obligations, with control over hardware and software transferred in one reporting period and the software support and hardware maintenance services performed across multiple reporting periods.

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(1) the expected cost plus margin approach, under which the company forecasts its expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service and (2) the percent discount off of list price approach.

In the Digital Workplace Solutions (DWS) and the Cloud, Applications & Infrastructure Solutions (CA&I) segments, substantially all of the company’s performance obligations are satisfied over time as work progresses and therefore substantially

all of the revenue in these segments is recognized over time.

In the DWS and the Cloud, Applications & Infrastructure Solutions (CA&I) segments, substantially all of the company’s performance obligations are satisfied over time as work progresses and therefore substantially all of the revenue in these segments is recognized over time.

The company generally receives payment for these contracts over time as the performance obligations are satisfied.

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and Level 3 – Unobservable inputs for the asset or liability.

The company has applied fair value measurements to its derivatives (see

Note 12, “Financial instruments and concentration of credit risks”), long-term debt (see Note 15, “Debt”), and to its postretirement plan assets (see Note 17, “Employee plans”).

The company has applied fair value measurements to its derivatives (see Note 12, “Financial instruments and concentration of credit risks”), long-term debt (see Note 15, “Debt”), and to its pension and postretirement plan assets (see Note 17, “Employee plans”).

Note 2 — Recent accounting pronouncements and accounting changes

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which enhances reportable segment disclosure requirements including disclosures about significant segment expenses on an annual and interim basis.

This update is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires application on a retrospective basis.

This ASU is not expected to have a material effect on the company’s consolidated financial statements.

Accounting Pronouncements Adopted

Effective for the company’s fiscal year ended December 31, 2024, the company adopted Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (ASU 2023-07), issued by the Financial Accounting Standards Board (FASB), which enhances reportable segment disclosure requirements including disclosures about significant segment expenses on an annual and interim basis.

The adoption of ASU 2023-07 did not have a material impact to the company’s consolidated financial statements.

The required annual disclosures were applied to the presentation of the company’s reportable segments, see Note 20, “Segment information.” Prior periods reportable segment disclosures have been reclassified to be comparable to the current year presentation.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

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This ASU enhances disclosures relating to the rate reconciliation and requires income taxes paid disclosures disaggregated by jurisdiction among other amendments.

This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted and should be applied a prospective basis with a retrospective application permitted.

This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted and should be applied on a prospective basis with a retrospective application permitted.

This ASU is not expected to have a material effect on the company’s consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .

This ASU requires public companies to disclose, on an annual and interim basis, additional information about certain costs and expenses in the notes to the financial statements.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted on either a prospective or retrospective basis.

The company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures.

Note 3 — Acquisitions

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The company funded the cash consideration and acquisition-related costs with cash on hand.

During 2022, the company finalized its valuation of assets acquired and liabilities assumed resulting in measurement period adjustments that decreased goodwill by $ 27.5 million primarily related to an increase of $ 27.6 million in the fair value of the acquired intangible assets.

During 2022 and 2021, the company incurred and expensed acquisition-related costs of $ 0.4 million and $ 1.1 million, respectively, included within selling, general and administrative expense in the consolidated statements of income (loss).

During 2022, the company incurred and expensed acquisition-related costs of $ 0.4 million included within selling, general and administrative expense in the consolidated statements of income (loss).

The company’s consolidated financial statements include the results of CompuGain commencing as of the acquisition date.

Pro forma information and revenue and operating results of CompuGain have not been presented as the impact is not material to the company’s consolidated financial statements.

Unify Square, Inc .

On June 3, 2021, the company acquired 100 % of Unify Square, Inc.

(Unify Square) for a purchase price consideration of $ 150.4 million on a cash-free, debt-free basis.

The company funded the cash consideration and acquisition-related costs with cash on hand.

During 2021, the company incurred and expensed acquisition-related costs of $ 2.4 million, included within selling, general and administrative expense in the consolidated statements of income (loss).

The company’s consolidated financial statements include the results of Unify Square commencing as of the acquisition date.

Pro forma information and revenue and operating results of Unify Square have not been presented as the impact is not material to the company’s consolidated financial statements.

Note 4 — Cost-reduction actions

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(a) a charge of $ 23.7 million and (b) a credit of $ 10.2 million for changes in estimates.

In addition, the company recorded net charges of $ 1.0 million comprised of charges of $ 4.7 million primarily related to professional fees and other expenses related to cost-reduction efforts and a credit of $ 3.7 million for net foreign currency gains related to exiting foreign countries.

In addition, the company recorded net charges of $ 7.1 million comprised of a charge of $ 4.4 million for an asset impairment, a charge of $ 2.6 million for net foreign currency losses related to exiting foreign countries and a net charge of $ 0.1 million for other expenses and changes in estimates related to other cost-reduction efforts.

During 2023, the company recognized cost-reduction charges and other costs of $ 9.3 million.

The net charges related to workforce reductions were $ 8.3 million, principally related to severance costs, and were comprised of:

(a) a charge of $ 7.1 million and (b) a charge of $ 0.4 million for changes in estimates.

In addition, the company recorded charges of

$ 47.4 million comprised of charges of $ 13.6 million related to held-for-sale assets (see Note 13, “Properties” for further details), $ 10.9 million for asset impairments, $ 11.3 million for idle leased facilities costs, $ 9.3 million for contract exit costs, $ 2.9 million for net foreign currency losses related to exiting foreign countries and a credit of $ 0.6 million for changes in estimates related to other cost-reduction efforts.

(a) a charge of $ 15.2 million and (b) a credit of $ 6.9 million for changes in estimates.

During 2022, the company recognized cost-reduction charges and other costs of $ 54.9 million.

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(a) a charge of $ 7.1 million and (b) a credit of $ 0.4 million for changes in estimates.

In addition, the company recorded charges of $ 22.8 million comprised of $ 12.6 million for asset impairments, $ 6.2 million for other expenses related to cost-reduction efforts and $ 4.0 million for net foreign currency losses related to exiting foreign countries.

In addition, the company recorded charges of $ 47.4 million comprised of $ 13.6 million related to held-for-sale assets (see Note 13, “Properties” for further details), $ 10.9 million for asset impairments, $ 11.3 million for idle leased facilities costs, $ 9.3 million for contract exit costs, $ 2.9 million for net foreign currency losses related to exiting foreign countries and a credit of $ 0.6 million for changes in estimates related to other cost-reduction efforts.

The charges (credits) were recorded in the following statement of income (loss) classifications:

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Research and development ( 0.1 ) 0.5 0.6

Other (expenses), net ( 3.7 ) 2.9 4.0

Other (expense), net

2.6 ( 3.7 ) 2.9

Total $ 20.6 $ 9.3 $ 54.9

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Amortization of right-of-use assets 0.1 0.2 1.2

Interest on lease liabilities — — 0.1

Total finance lease cost 0.1 0.2 1.2

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Cash payments for finance leases included in financing activities 0.1 0.2 1.4

Cash payments for finance lease included in operating activities — — 0.1

ROU assets obtained in exchange for lease obligations are as follows:

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2025 $ 0.5 $ 19.2

2026 0.6 14.8

Thereafter — 6.2

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Year ended December 31, 2024 2023 2022

Postretirement expense* $ ( 387.1 ) $ ( 43.2 ) $ ( 548.6 )

Foreign exchange losses** ( 0.2 ) ( 6.8 ) ( 2.5 )

Environmental costs and other, net*** ( 6.6 ) ( 32.4 ) ( 29.2 )

Pension and postretirement expense (i)

$ ( 180.8 ) $ ( 387.1 ) $ ( 43.2 )

Foreign exchange losses (ii)

( 14.5 ) ( 0.2 ) ( 6.8 )

Other, net (iii)

54.5 ( 6.6 ) ( 32.4 )

Total other (expense), net $ ( 140.8 ) $ ( 393.9 ) $ ( 82.4 )

*Includes $ 348.9 million of settlement losses in 2023 and $ 499.4 million of settlement losses in 2021 related to the company’s defined benefit pension plans.

(i) Includes $ 130.6 million and $ 348.9 million in 2024 and 2023, respectively, of settlement losses related to the company’s defined benefit pension plans.

See Note 17, “Employee plans.”

**Includes (credits) charges of $( 3.7 ) million, $ 2.9 million and $ 4.0 million respectively, in 2023, 2022 and 2021 for net foreign currency (gains) losses related to substantial completion of liquidation of foreign subsidiaries.

***Environmental costs relate to previously disposed businesses.

(ii) Includes charges (credits) of $ 2.6 million, $( 3.7 ) million and $ 2.9 million respectively, in 2024, 2023 and 2022 for net foreign currency losses (gains) related to substantial completion of liquidation of foreign subsidiaries.

(iii) Other, net in 2024 includes a gain of $ 40.0 million related to a favorable settlement of a litigation matter (see Note 18, “Litigation and contingencies ” for additional details on this matter) and a net gain of $ 14.9 million related to a favorable judgement received in a Brazilian services tax matter.

Environmental costs relate to previously disposed businesses are included within other, net.

Note 7 — Income taxes

Following is the total loss before income taxes and the provision (benefit) for income taxes.

Following is the total loss before income taxes and the provision for income taxes.

Year ended December 31, 2024 2023 2022

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Total 82.3 54.8 50.6

United States 18.7 — —

Foreign 16.9 24.5 ( 8.3 )

Total provision (benefit) for income taxes $ 79.3 $ 42.3 $ ( 11.9 )

Following is a reconciliation of the benefit for income taxes at the United States statutory tax rate to the provision (benefit) for income taxes as reported:

Total provision for income taxes $ 117.9 $ 79.3 $ 42.3

Following is a reconciliation of the benefit for income taxes at the United States statutory tax rate to the provision for income taxes as reported:

Year ended December 31, 2024 2023 2022

United States statutory income tax benefit $ ( 73.0 ) $ ( 13.2 ) $ ( 96.9 )

statutory income tax benefit $ ( 15.8 ) $ ( 73.0 ) $ ( 13.2 )

Income and losses for which no provision or benefit has been recognized 63.0 123.2 40.9

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Income tax withholdings 23.0 14.0 19.7

Additional tax expense on undistributed earnings of certain foreign subsidiaries 27.3 — —

Permanent items 1.2 ( 3.0 ) ( 2.1 )

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Other 1.1 0.1 —

Enacted rate changes — — ( 17.1 )

Provision (benefit) for income taxes $ 79.3 $ 42.3 $ ( 11.9 )

Provision for income taxes $ 117.9 $ 79.3 $ 42.3

The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities were as follows:

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Tax loss carryforwards $ 787.6 $ 813.0

Postretirement benefits 183.0 149.6

Pension and postretirement benefits

Foreign tax credit carryforwards 61.9 83.6

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Capitalized costs 9.3 9.0

Capitalized research and development

Other 76.0 57.6

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Deferred tax liabilities

Undistributed earnings of certain foreign subsidiaries $ 27.7 $ —

Capitalized research and development — 10.4

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Thereafter 27.4

Total $ 112.7

A full valuation allowance is currently maintained for all U.S.

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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.

During 2024, the company determined that a portion of its non-U.S.

net deferred tax assets required an additional valuation allowance.

The net change in the valuation allowance impacting the effective tax rate in 2023 was approximately $ 2.1 million, primarily in Latin America.

The net change in the valuation allowances impacting the effective tax rate in 2024 was approximately $ 7.9 million, primarily in the United Kingdom.

During 2023, the company determined that a portion of its non-U.S.

net deferred tax assets no longer required a valuation allowance.

The net change in the valuation allowances impacting the effective tax rate in 2022 was approximately $ 9.8 million of a tax benefit, primarily in the United Kingdom and other foreign jurisdictions.

net deferred tax assets required an additional valuation allowance.

The net change in the valuation allowances impacting the effective tax rate in 2023 was approximately $ 2.1 million, primarily in Latin America.

tax law, distributions from foreign subsidiaries to U.S.

shareholders are generally exempt from taxation.

shareholders are generally exempt from taxation, except for certain federal and state taxes.

Consequently, the deferred income tax liability on undistributed earnings is generally limited to any foreign withholding or other foreign taxes that will be imposed on such distributions.

As the company currently intends to indefinitely reinvest the earnings of certain foreign subsidiaries, no provision has been made for income taxes that may become payable upon distribution of the earnings of such subsidiaries.

The unrecognized deferred income tax liability at December 31, 2023 approximated $ 32.2 million.

The company is no longer asserting indefinite reinvestment of the earnings of certain foreign subsidiaries.

Accordingly, at December 31, 2024, the related deferred tax liability was $ 27.7 million, which is reported within other long-term liabilities on the company’s consolidated balance sheets.

At December 31, 2024, the unrecognized deferred income tax liability was approximately $ 8.1 million for those foreign subsidiaries for which the company currently intends to indefinitely reinvest the earnings and for which no provision has been made for income taxes that may become payable upon distribution of the earnings of such subsidiaries .

Cash paid for income taxes, net of refunds was as follows:

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Note 8 — Earnings (loss) per common share

The following table shows how loss per common share attributable to Unisys Corporation was computed for the three years ended December 31, 2023 (shares in thousands).

The following table provides the calculations for the company’s earnings (loss) per common share attributable to Unisys Corporation (shares in thousands).

Year ended December 31, 2024 2023 2022

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Anti-dilutive weighted-average restricted stock units (i)

Anti-dilutive weighted-average common shares issuable upon conversion of the 5.50 % convertible senior notes (i) (see Note 15, “Debt”)

2,340 945 481

(i) Amounts represent shares excluded from the computation of diluted earnings per share, as their effect, if included, would have been anti-dilutive for the periods presented.

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Note 13 — Properties

Properties comprise the following:

The components of properties, net were as follows:

As of December 31, 2024 2023

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Total properties $ 396.2 $ 396.4

Less - Accumulated depreciation and amortization

Properties, net

$ 57.1 $ 64.3

Long-lived assets to be sold are classified as held-for-sale in the period in which they meet all the criteria for the disposal of long-lived assets.

The company measures assets held-for-sale at the lower of their carrying amount or fair value less cost to sell.

In 2021, the company determined that its data center facility located in Eagan, Minnesota, met the criteria for classification of the related assets as held-for-sale.

At both December 31, 2024 and 2023, the company had $ 4.9 million of assets held-for-sale related to its data center facility located in Eagan, Minnesota.

In 2021, the company determined that these assets met the criteria for classification of assets held-for-sale.

Since the assets have been held-for-sale for more than a year, the company evaluates whether (i) the company has taken all necessary actions to respond to the change in circumstances;

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The valuation report was considered a Level 2 input.

The company is actively marketing this facility for sale and continues to identify interested parties.

The company is actively marketing this facility for sale and has identified a potential interested party.

The company believes the classification continues to be appropriate and that all the criteria has been met to classify these assets as held-for-sale at December 31, 2024.

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Balance at December 31, 2022 $ 287.1 $ 140.5 $ 38.0 $ 98.3 $ 10.3

Acquisition - Measurement period adjustments (i)

( 27.5 ) — ( 27.5 ) — —

Translation adjustments 0.3 0.3 — — —

Balance at December 31, 2023 287.4 140.8 38.0 98.3 10.3

Goodwill impairment (i)

( 39.1 ) ( 39.1 ) — — —

Translation adjustments ( 0.4 ) ( 0.4 ) — — —

Balance at December 31, 2024 $ 247.9 $ 101.3 $ 38.0 $ 98.3 $ 10.3

(i) Includes a measurement period adjustment that decreased goodwill by $ 27.5 million related to a prior period acquisition.

At December 31, 2023, the amount of goodwill allocated to reporting units with negative net assets within Other was $ 10.3 million.

(i) During the third quarter of 2024, the company recorded a goodwill impairment charge of $ 39.1 million in its DWS reporting unit as the carrying value exceeded its fair value.

See Note 1, "Summary of significant accounting policies" for additional details.

Accumulated goodwill impairment losses as of December 31, 2024 were $ 39.1 million.

There were no accumulated goodwill impairment losses as of December 31, 2023.

At December 31, 2024, there was no goodwill allocated to reporting units with negative net assets.

At December 31, 2023, the amount of goodwill allocated to reporting units with negative net assets within Other was $ 10.3 million.

Intangible Assets, Net

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$ 10.0 $ 8.1 $ 1.9

Customer relationships (ii)(iii)

Customer relationships (ii)

54.2 14.1 40.1

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(ii) Amortization expense is included within selling, general and administrative expense in the consolidated statements of income (loss).

(iii) Customer relationships include a measurement period adjustment that increased the fair value of the acquired intangible assets by $ 27.6 million related to a prior period acquisition.

Amortization expense was $ 7.2 million, $ 9.7 million and $ 10.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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2028 0.8 0.1 0.7

2029 0.2 — 0.2

Total $ 493.2 $ 490.4 $ 2.8

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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.

The liens securing the 2027 Notes on certain Asset Based Lending (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.

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.

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Total $ 34.5 $ 34.5 $ 34.5

Convertible Senior Notes Due 2021

In March 2021, the company completed the conversion of $ 84.2 million aggregate principal amount of the Convertible Senior Notes due 2021 (the 2021 Notes) that remained outstanding for a combination of cash and shares of the company’s common stock.

As a result of the conversion of the outstanding 2021 Notes, the company delivered to the holders (i) aggregate cash payments totaling approximately $ 86.5 million, which included an aggregate cash payment for outstanding principal of approximately $ 84.2 million, an aggregate cash payment for accrued interest of approximately $ 2.3 million and a nominal cash payment in lieu of fractional shares, and (ii) the issuance of 4,537,123 shares of the company’s common stock.

The issuance of the common stock was made in exchange for the 2021 Notes pursuant to an exemption from the registration requirements provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

Interest expense related to the 2021 Notes was as follows:

Year ended December 31, 2021

Contractual interest coupon $ 0.8

Amortization of debt discount 0.5

Amortization of debt issuance costs 0.1

Asset Based Lending (ABL) Credit Facility

The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which matures on October 29, 2025, and provides for revolving loans and letters of credit up to an aggregate amount of $ 145.0 million (with a limit on letters of credit of $ 40.0 million), with an accordion feature provision allowing for the aggregate amount available under the credit facility to be increased up to $ 175.0 million upon the satisfaction of certain specified conditions.

The Amended and Restated ABL Credit Facility was amended on June 2, 2023, primarily to replace the reference rate from the London Interbank Offered Rate to the Secured Overnight Financing Rate.

The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which was amended in October 2024 (the Amendment).

Among other things, the Amendment extended the maturity from October 29, 2025 to October 29, 2027 and reduced the aggregate amount of loans and letters of credit available under the Amended and Restated ABL Credit Facility to $ 125.0 million (with a limit on letters of credit of $ 40.0 million), with an accordion feature provision allowing for the aggregate amount available to be increased up to $ 155.0 million upon the satisfaction of certain specified conditions.

Availability under the credit facility is subject to a borrowing base calculated by reference to the company’s receivables.

At December 31, 2023, the company had no borrowings and $ 7.1 million of letters of credit outstanding, and availability under the facility was $ 88.6 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.

At December 31, 2024, the company had no borrowings and no letters of credit outstanding.

Availability under the credit facility was $ 117.1 million.

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 the maturity date of the 2027 Notes or 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 the remaining outstanding balance of the 2027 Notes or the amount of such pension payments, as applicable, 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 facility is secured by the assets of the company and the subsidiary guarantors, other than certain excluded assets, under a security agreement entered into by the company and the subsidiary guarantors in favor of Bank of America, N.A., as agent for the lenders under the credit facility.

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

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Operating leases 15.0 19.1

Postretirement 10.2 11.7

Cost reduction 13.0 9.4

Pension and postretirement

Accrued interest 5.6 5.8

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Management develops the actuarial assumptions used by its U.S.

and international

defined benefit pension plan obligations based upon the circumstances of each particular plan.

and international defined benefit pension plan obligations based upon the circumstances of each particular plan.

The determination of the defined benefit pension plan obligations requires the use of estimates.

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qualified defined benefit pension plans in 2024, 2023 and 2022.

In March 2024, the company purchased a group annuity contract, with plan assets, for approximately $ 192 million to transfer projected benefit obligations related to approximately 3,800 retirees of one of the company’s U.S defined benefit pension plans.

This action resulted in a pre-tax settlement loss of $ 130.1 million for the year ended December 31, 2024.

In March 2023, the company purchased a group annuity contract, with plan assets, for approximately $ 263 million to transfer projected benefit obligations related to approximately 8,650 retirees of one of the company’s U.S.

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This action resulted in a pre-tax settlement loss of $ 167.2 million for the year ended December 31, 2023.

In January of 2021, the company purchased a group annuity contract for $ 279 million to transfer projected benefit obligations related to approximately 11,600 retirees of the company’s U.S.

defined benefit pension plans.

This action resulted in a pre-tax settlement loss of $ 158.0 million for the year ended December 31, 2021.

Effective May 1, 2021, the company’s primary pension plan related to its Dutch subsidiary was transferred to a multi-client circle within a multi-employer fund.

This resulted in removing all of the plan’s projected benefit obligations, valued at approximately $ 553 million, from the company’s balance sheet.

This action resulted in a pre-tax settlement loss of $ 182.5 million for the year ended December 31, 2021.

In the second quarter of 2021, the company’s Swiss subsidiary transferred its defined benefit pension plan to a multiple-employer collective foundation.

This resulted in removing the projected benefit obligations related to retirees under the Swiss plan, valued at approximately $ 100 million, from the company’s balance sheet.

The transfer required a one-time additional contribution of approximately $ 10 million to the Swiss plan in 2021.

This action resulted in a pre-tax settlement loss of $ 28.8 million for the year ended December 31, 2021.

On October 14, 2021, the company purchased a group annuity contract for approximately $ 235 million to transfer projected benefit obligations related to approximately 6,900 retirees of the company’s U.S.

defined benefit pension plans.

This action resulted in a pre-tax settlement loss of $ 130.1 million for the year ended December 31, 2021.

Retirement plans’ funded status and amounts recognized in the company’s consolidated balance sheets follows:

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Amounts recognized in the consolidated balance sheets consist of:

Prepaid postretirement assets $ 30.7 $ 44.4 $ 7.3 $ 75.1

Prepaid pension and postretirement assets

$ 15.7 $ 30.7 $ 9.9 $ 7.3

Other accrued liabilities ( 5.2 ) ( 5.4 ) ( 0.1 ) ( 0.2 )

Long-term postretirement liabilities ( 499.1 ) ( 451.8 ) ( 236.3 ) ( 205.2 )

Long-term pension and postretirement liabilities

( 567.9 ) ( 499.1 ) ( 202.6 ) ( 236.3 )

Total funded status $ ( 557.4 ) $ ( 473.8 ) $ ( 192.8 ) $ ( 229.2 )

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Net periodic pension expense (income) $ 182.4 $ 395.4 $ 48.2 $ 0.4 $ ( 4.1 ) $ ( 1.1 )

(i) Service cost is reported in cost of revenue and selling, general and administrative expenses.

(i) Service cost is reported in selling, general and administrative expenses.

All other components of net periodic pension expense (income) are reported in other (expense) , net in the consolidated statements of income (loss).

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pension plans, is the discount rate.

Weighted-average assumptions used to determine net periodic pension expense (income) were as follows:

Weighted-average assumptions used to determine net periodic pension expense (income) are as follows:

Plans International Plans

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Expected long-term rate of return on assets 7.00 % 7.10 % 6.50 % 4.82 % 4.44 % 3.88 %

Weighted-average assumptions used to determine benefit obligations at December 31 were as follows:

Weighted-average assumptions used to determine benefit obligations at December 31 are as follows:

Discount rate 6.09 % 5.70 % 6.04 % 5.10 % 4.24 % 4.80 %

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Also, since the company’s investment policy is to actively manage certain asset classes where the potential exists to outperform the broader market, the expected returns for those asset classes were adjusted to reflect the expected additional returns.

In 2024, the company expects to make cash contributions of approximately $ 21 million, primarily for international defined benefit pension plans.

In 2025, the company expects to make cash contributions of approximately $ 92 million to its U.S.

and international defined benefit pension plans.

As of December 31, 2024, the following benefit payments are expected to be paid from the defined benefit pension plans:

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Other accrued liabilities $ ( 4.4 ) $ ( 4.6 )

Long-term postretirement liabilities ( 52.3 ) ( 57.6 )

Long-term pension and postretirement liabilities

( 45.9 ) ( 52.3 )

Total funded status $ ( 50.3 ) $ ( 56.9 )

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$ ( 7.1 ) $ ( 7.6 )

Prior service cost (credit)

Net periodic postretirement benefit (income) cost follows:

Prior service cost

Net periodic postretirement benefit income includes the following components:

Year ended December 31, 2024 2023 2022

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Expected return on assets ( 0.2 ) ( 0.3 ) ( 0.3 )

Amortization of prior service credit ( 1.3 ) ( 1.4 ) ( 1.7 )

Amortization of prior service cost (credit) 0.2 ( 1.3 ) ( 1.4 )

Recognized net actuarial gain ( 3.0 ) ( 4.0 ) ( 2.2 )

1 unchanged sentence

(i) Service cost is reported in selling, general and administrative expenses.

All other components of net periodic benefit (income) cost are reported in other (expense), net in the consolidated statements of income (loss).

Weighted-average assumptions used to determine net periodic postretirement benefit (income) were as follows:

All other components of net periodic benefit income are reported in other (expense), net in the consolidated statements of income (loss).

Weighted-average assumptions used to determine net periodic postretirement benefit income are as follows:

Year ended December 31, 2024 2023 2022

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Expected return on plan assets 5.50 % 5.50 % 5.50 %

Weighted-average assumptions used to determine benefit obligation at December 31 were as follows:

Weighted-average assumptions used to determine benefit obligation at December 31 are as follows:

Year ended December 31, 2024 2023 2022

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Payables ( 24.4 ) ( 24.4 ) — —

Total plan assets in fair value hierarchy $ 1,382.2 $ 679.1 $ 703.1 $ — $ 946.7 $ 37.9 $ 398.2 $ 510.6

Plan assets measured using NAV as a practical expedient (ii):

Total plan assets in fair value hierarchy (ii)

$ 1,060.8 $ 509.2 $ 551.6 $ — $ 758.8 $ 43.7 $ 258.3 $ 456.8

Plan assets measured using NAV as a practical expedient (iii):

Commingled Funds

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The value of open futures contracts includes derivatives and the cumulative futures contracts variation margin paid to or received from brokers.

(ii) Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy.

(ii) As of December 31, 2024 , the pension plans assets include approximately $ 254 million of investments in funds managed by BlackRock, Inc., a related party of the company.

Investment management fees paid by the pension plans to BlackRock, Inc.

were not material to the consolidated financial statements for the year ended December 31, 2024.

(iii) Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy.

The fair value amounts presented in this table for these investments are included to permit reconciliation of the fair value hierarchy to the total plan assets.

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Payables ( 19.0 ) ( 19.0 ) — —

Total plan assets in fair value hierarchy $ 1,945.9 $ 890.2 $ 1,055.7 $ — $ 411.1 $ 141.2 $ 169.6 $ 100.3

Plan assets measured using NAV as a practical expedient (ii):

Total plan assets in fair value hierarchy (ii)

$ 1,382.2 $ 679.1 $ 703.1 $ — $ 946.7 $ 37.9 $ 398.2 $ 510.6

Plan assets measured using NAV as a practical expedient (iii):

Commingled Funds

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The value of open futures contracts includes derivatives and the cumulative futures contracts variation margin received from brokers.

(ii) As of December 31, 2023 , the pension plans assets include approximately $ 227 million of investments in funds managed by BlackRock, Inc., a related party of the company.

Investment management fees paid by the pension plans to BlackRock, Inc.

were not material to the consolidated financial statements for the year ended December 31, 2023.

(ii) Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy.

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Debt $ 91.7 $ — Daily, Monthly 15 - 45 days

$ 65.0 $ — Monthly 45 days

Other 96.8 — Monthly, Quarterly 5 - 90 days

$ 102.3 $ — Daily, Monthly 15 - 45 days

Other 66.0 — Quarterly 90 days

96.8 — Monthly, Quarterly 5 - 90 days

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Commingled Funds

Debt $ 191.4 $ 42.1 Never $ 788.8 $ 73.7 Weekly, Monthly, Quarterly Up to 120 days

Debt $ 172.4 $ 43.4 Never $ 191.4 $ 42.1 Never

Other 390.3 — Bimonthly 10 days 348.1 — Bimonthly 10 days

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It is therefore inherently difficult to predict the size or scope of potential future losses arising from these matters.

The company records a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

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 and a gain contingency when the award or recovery is realized or realizable.

Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable.

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At December 31, 2024, 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 approximately $ 85 million.

From time to time, the company is involved in legal proceedings with its clients concerning products and services that the company has provided.

On January 31, 2024, in response to a claim brought by a former client for approximately $ 28 million including interest, a court in The Hague, Netherlands issued a judgment against Unisys Netherlands, N.V.

in the amount of approximately $ 8 million including interests and compensation for legal fees.

The parties have until April 30, 2024 to appeal the judgment.

The company believes it has an adequate provision for this matter.

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 (the Exchange Act).

The plaintiff seeks an award of compensatory damages, among other relief, and costs and attorneys’ and experts’ fees.

On August 21, 2023, the class action complaint was amended to assert violations of the Exchange Act, based on allegedly false or misleading statements related to the efficacy of the company’s disclosure controls and procedures, and internal control over financial reporting in certain of the company’s 2021 and 2022 filings with the SEC.

On October 20, 2023, the company filed a motion to dismiss the amended

complaint for plaintiff’s failure to state a claim on which relief may be granted.

On February 1, 2024, the Court entered an order dismissing plaintiff’s amended complaint, permitting the plaintiff to file a second amended complaint on or before March 1, 2024, if the deficiencies found in the amended complaint by the court can be cured.

As previously disclosed, the company received voluntary requests for information and documents from the SEC relating to the company’s policies, procedures and disclosures in connection with cybersecurity incidents.

The company is cooperating with the SEC’s investigation of certain of the company’s cybersecurity risk disclosures and cybersecurity-related internal controls, including with respect to the material weaknesses that the company identified and disclosed in the company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The company is in discussions with the SEC staff regarding a potential non-scienter-based settlement of the alleged issues arising from the investigation but there can be no assurance that the company will be able to resolve the matter on terms acceptable to the company and the SEC.

The company believes it has an adequate provision for this matter.

The company cooperated with the SEC’s investigation of certain of the company’s cybersecurity risk disclosures and cybersecurity-related internal controls, including with respect to the material weaknesses that the company identified and disclosed in the company’s Annual Report on Form 10-K for the year ended December 31, 2022.

On October 22, 2024, Unisys reached a non-scienter-based administrative proceeding settlement, on a neither admit nor deny basis, with the SEC in connection with the investigation.

Non-scienter-based securities violations are made without any knowledge, intent or recklessness.

The company concluded that it was in the best interests of the company and its stockholders to constructively resolve this matter with the SEC and the settlement fully resolved the investigation.

The SEC recognized the company’s cooperation in its investigation and the remediation steps the company has taken to strengthen its cybersecurity risk management and protections.

As part of the settlement, the company agreed and paid a $ 4 million civil penalty.

The settlement is not an admission by the company of any wrongdoing.

On December 3, 2024, Unisys reached a settlement in the case of Unisys Corp.

Gilbert, et al.

pending in the Eastern District of Pennsylvania.

The litigation sought damages from Atos, a competitor, and former employees, alleging theft of Unisys trade secrets and confidential information.

This settlement for $ 40 million allows the company to avoid the costs and uncertainties associated with prolonged litigation and reinforces the value of Unisys’s intellectual property.

The gain is included within other (expense), net on the company’s consolidated statements of income (loss) in 2024.

The company received payment of $ 15 million as of December 31, 2024 and the remaining amount is included within accounts receivable, net on the company’s consolidated balance sheets as of December 31, 2024.

The company believes that this settlement was in the best interest of its stockholders and resolved the ongoing litigation in a favorable manner.

With respect to the specific legal proceedings and claims described above, except as otherwise noted, either (i) the amount or range of possible losses in excess of amounts accrued, if any, is not reasonably estimable or (ii) the company believes that the amount or range of possible losses in excess of amounts accrued that are estimable would not be material.

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Environmental Matters

As of December 31, 2023, the company has an estimated environmental liability for a site that its predecessor company previously operated of approximately $ 28 million, of which $ 13 million is reported in other accrued liabilities and $ 15 million in other long-term liabilities on the company’s consolidated balance sheet.

The company has an agreement related to this site, which provides for a partial reimbursement of certain costs when all cleanup work has been approved and finalized.

As of December 31, 2023, the company expects to recover approximately $ 32 million, which is included in other long-term assets on the company’s consolidated balance sheet.

The company has an estimated environmental liability for a site that its predecessor company previously operated.

As of December 31, 2024, the related liability totaled approximately $ 24 million, of which $ 8 million is reported in other accrued liabilities and $ 16 million in other long-term liabilities on the company’s consolidated balance sheets.

As of December 31, 2023, the related liability totaled approximately $ 28 million, of which $ 13 million is reported in other accrued liabilities and $ 15 million in other long-term liabilities on the company’s consolidated balance sheets.

Additionally, the company has an agreement related to this site, which provides for a partial reimbursement of certain costs when all cleanup work has been approved and finalized.

As of December 31, 2024, the company expects to recover approximately $ 33 million, which is included in other long-term assets on the company’s consolidated balance sheets.

As the company continues to perform investigation activities and if events and circumstances change, the company may incur future additional costs, which could have a material impact on the company’s results of operations, financial condition and cash flows.

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Total Translation

Adjustments Postretirement

Balance at December 31, 2020 $ ( 3,939.5 ) $ ( 826.6 ) $ ( 3,112.9 )

Other comprehensive income (loss) before reclassifications 58.6 ( 43.6 ) 102.2

Amounts reclassified from accumulated other comprehensive loss 616.8 4.0 612.8

Current period other comprehensive income (loss) 675.4 ( 39.6 ) 715.0

Adjustments Pension and Postretirement

Balance at December 31, 2021 $ ( 3,264.1 ) $ ( 866.2 ) $ ( 2,397.9 )

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Balance at December 31, 2023 ( 2,800.3 ) ( 912.8 ) ( 1,887.5 )

Other comprehensive loss before reclassifications ( 165.0 ) ( 74.5 ) ( 90.5 )

Amounts reclassified from accumulated other comprehensive loss 208.1 2.6 205.5

Current period other comprehensive income (loss) 43.1 ( 71.9 ) 115.0

Balance at December 31, 2024 $ ( 2,757.2 ) $ ( 984.7 ) $ ( 1,772.5 )

Amounts reclassified out of accumulated other comprehensive loss are as follows:

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$ 2.6 $ ( 3.7 ) $ 2.9

Postretirement plans (ii) :

Pension and postretirement plans (ii) :

Amortization of prior service credit

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(i) Reported in other (expense), net in the consolidated statements of income (loss).

(ii) Included in net periodic postretirement cost (see Note 17, “Employee plans”).

(ii) Included in net periodic pension and postretirement cost (see Note 17, “Employee plans”).

The following table summarizes the changes in shares of common stock and treasury stock:

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Balance at December 31, 2021 72.5 5.3

Debt exchange 4.6 1.2

Stock-based compensation 0.8 0.2

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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;

• 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.

Corporate assets are principally cash and cash equivalents, prepaid postretirement assets and deferred income taxes.

The expense or income related to corporate assets and centrally incurred costs are allocated to the business segments.

No single customer accounts for more than 10% of revenue.

A summary of the company’s operations by segment is presented below:

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

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

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

This segment structure reflects the financial information used by the company’s chief operating decision maker (CODM) to make decisions regarding the company’s business, including resource allocations and performance assessments, as well as the current operating focus.

The company’s CODM is a group that consists of the Chief Executive Officer, the President and Chief Operating Officer and the Executive Vice President and Chief Financial Officer.

The CODM evaluates the performance of the segments based on segment revenue and segment gross profit.

The company’s CODM regularly reviews cost of revenues by segment and treats it as a significant segment expense.

Segment revenue and segment gross profit are exclusive of certain activities and expenses that are not allocated to specific segments and reported in other as described below.

Other, as presented in the reconciliation tables below, includes revenue, cost of revenue and assets related to certain non-core business activities including the company’s business process solutions, which primarily provides for the management of processes and functions for clients in select industries, and a United Kingdom business process outsourcing consolidated joint venture.

Additionally, certain expenses within cost of revenue such as restructuring charges, amortization of purchased intangibles and unusual and nonrecurring items are not allocated to specific segments.

These amounts are combined within other revenue and other gross profit (loss) to arrive at total consolidated revenue and total consolidated gross profit (loss) as reported in the reconciliations below.

Corporate assets are principally cash and cash equivalents, prepaid pension and postretirement assets, deferred income taxes and operating lease right-of-use assets.

Information regarding the company’s reportable segments is presented below:

Total Segments DWS CA&I ECS

Customer revenue $ 1,725.1 $ 546.1 $ 531.0 $ 648.0

Intersegment — — — —

Total revenue $ 1,701.7 $ 523.5 $ 526.9 $ 651.3

Cost of revenue 1,140.6 441.4 439.8 259.4

Gross profit $ 561.1 $ 82.1 $ 87.1 $ 391.9

Depreciation and amortization $ 121.8 $ 29.2 $ 29.8 $ 62.8

Total assets $ 1,081.4 $ 323.2 $ 224.0 $ 534.2

Capital expenditures $ 68.2 $ 6.0 $ 6.5 $ 55.7

Customer revenue $ 1,699.9 $ 509.9 $ 520.3 $ 669.7

Intersegment — — — —

Total revenue $ 1,725.1 $ 546.1 $ 531.0 $ 648.0

Cost of revenue 1,170.4 469.9 449.1 251.4

Gross profit $ 554.7 $ 76.2 $ 81.9 $ 396.6

Depreciation and amortization $ 159.2 $ 38.9 $ 42.3 $ 78.0

Total assets $ 1,196.6 $ 379.2 $ 249.6 $ 567.8

Capital expenditures $ 65.9 $ 3.9 $ 7.1 $ 54.9

Customer revenue $ 1,745.8 $ 574.5 $ 485.6 $ 685.7

Intersegment 1.4 — — 1.4

Total revenue $ 1,699.9 $ 509.9 $ 520.3 $ 669.7

Cost of revenue 1,149.1 438.4 473.0 237.7

Gross profit $ 550.8 $ 71.5 $ 47.3 $ 432.0

Depreciation and amortization $ 129.1 $ 18.6 $ 55.0 $ 55.5

Total assets $ 1,190.6 $ 346.5 $ 268.3 $ 575.8

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Other revenue 306.7 290.3 280.0

Elimination of intercompany revenue — — ( 1.4 )

Total consolidated revenue $ 2,008.4 $ 2,015.4 $ 1,979.9

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Research and development expense ( 25.2 ) ( 24.1 ) ( 24.2 )

Goodwill impairment ( 39.1 ) — —

Interest expense ( 31.9 ) ( 30.8 ) ( 32.4 )

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Total loss before income taxes $ ( 75.3 ) $ ( 347.8 ) $ ( 62.6 )

Other revenue and other gross profit (loss) are comprised of an aggregation of a number of immaterial business activities and cost reduction charges.

These businesses principally provide for the management of processes and functions for clients in select industries, helping them improve performance and reduce costs.

Presented below is a reconciliation of total business segment assets to consolidated assets:

Presented below is a reconciliation of total segment assets to consolidated assets:

As of December 31, 2024 2023 2022

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Operating lease right-of-use assets 38.4 35.4 42.5

Prepaid postretirement assets 38.0 119.5 159.7

Prepaid pension and postretirement assets 25.6 38.0 119.5

Other corporate assets 140.3 111.6 105.8

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Total revenue

$ 2,008.4 $ 2,015.4 $ 1,979.9

Properties, net

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Total properties, net

$ 57.1 $ 64.3 $ 75.9

Outsourcing assets, net

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Total outsourcing assets, net

$ 24.0 $ 31.6 $ 66.4

(i) No other individual country’s revenue, properties, net and outsourcing assets, net exceeded 10% for the years ended December 31, 2024, 2023 and 2022.

Additionally, no single customer accounts for more than 10% of revenue.

Note 21 — Remaining performance obligations

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At December 31, 2024, the company had approximately $ 1.0 billion of remaining performance obligations of which approximately 38 % is estimated to be recognized as revenue by the end of 2025, 25 % by the end of 2026, 21 % by the end of 2027, 11 % by the end of 2028 and 5 % thereafter.

Note 22 — Subsequent events

In January 2025, the company made changes to its organizational structure to better align its portfolio of solutions to more effectively address evolving client needs and take further advantage of the synergies across the company’s reportable segments.

The company’s business processing solutions, which were reported within Other, have been integrated into the company’s ECS and CA&I reportable segments.

Additionally, the company’s application development solution, which was reported within ECS, has been operationally centralized within CA&I.

These changes did not impact the company’s consolidated financial statements as of December 31, 2024 and will be reflected prospectively, with comparable prior period data, in the company’s first quarter 2025 Form 10-Q.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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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 8. Financial Statements and Supplementary Data