uis-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 1-8729

UNISYS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						38-0387840
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

801 Lakeview Drive, Suite 100

Blue Bell, Pennsylvania 19422

(215) 986-4011

(Address, zip code and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	UIS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of Unisys Common Stock, par value $.01, outstanding as of June 30, 2024: 69,335,500

UNISYS CORPORATION

TABLE OF CONTENTS


		Page Number
	Information Concerning Forward-Looking Statements	2
PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Income (Loss)	3
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Equity (Deficit)	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	30
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 5	Other Information	31
Item 6.	Exhibits	31

Exhibit Index		32
Signatures		33

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this report, including, without limitation, statements as to management expectations, assumptions and beliefs presented in Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations,” Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk,” Part II, Item 1. “Legal Proceedings” and in the notes to the financial statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “believes,” “should” and similar expressions may identify forward-looking statements and such forward-looking statements are made based upon management’s current expectations, assumptions and beliefs as of this date concerning future developments and their potential effect on us. There can be no assurance that future developments will be in accordance with management's expectations, assumptions or beliefs, or that the effect of future developments on us will be those anticipated by management. Because actual results may differ materially from those expressed or implied by these forward-looking statements, we caution readers not to place undue reliance on these statements. Any forward-looking statement speaks only as of the date on which that statement is made. The company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.

The factors that could cause actual results to differ materially from our expectations, assumptions and beliefs include, but are not limited to, those discussed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as summarized below:

Business and Operating

•cyber incidents, security breaches and other disruptions in our IT systems;

•our ability to maintain our installed base and sell new solutions and related services;

•our ability to grow revenue, expand margin and generate sufficient cash flows in our businesses;

•the adverse effects of volatile, negative or uncertain economic and political conditions as well as acts of war, terrorism, natural disasters or the widespread outbreak of infectious diseases;

•our ability to effectively anticipate and respond to rapid technological innovation, such as artificial intelligence among others, in our industry;

•our ability to work with government and public sector clients and additional risks inherent in government and public sector contracting;

•our ability to maintain our credit rating or access financing markets;

•our ability to align employees and their skills with client demand and retain and develop employees and management with strong leadership skills;

•our ability to meet our underfunded defined benefit pension plan obligations;

•the potential adverse effects of aggressive competition;

•the performance and capabilities of third parties with whom we have commercial relationships;

•our contracts may not be as profitable as expected or provide the expected level of revenue;

•our ability to protect or enforce our intellectual property rights and defend against infringement claims;

•the business and financial risk in the completion of acquisitions or dispositions;

Legal and Regulatory

•our inability to comply with global legal and regulatory requirements;

•our failure to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures;

•our exposure to legal proceedings, investigations and environmental matters;

•our failure to meet Environmental, Social and Governance (ESG) expectations and standards, achieve our ESG goals, or comply with ESG regulations or laws;

Accounting

•our ability to use our net operating loss carryforwards and certain other tax attributes may be limited; and

•a potential impairment of goodwill or intangible assets.

Other factors discussed in this report, although not listed here, also could materially affect our future results.

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)

(Millions, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue
Services	$	416.1	$	417.0	$	832.9	$	820.9
Technology	62.1		59.8		133.1		172.3
	478.2		476.8		966.0		993.2
Costs and expenses
Cost of revenue
Services	312.1		323.5		627.0		639.6
Technology	36.2		37.5		73.1		78.8
	348.3		361.0		700.1		718.4
Selling, general and administrative	101.4		110.3		213.6		213.2
Research and development	4.9		5.4		11.0		11.6
	454.6		476.7		924.7		943.2
Operating income	23.6		0.1		41.3		50.0
Interest expense	7.9		7.5		15.8		15.1
Other (expense), net	(9.4)		(16.7)		(151.5)		(213.6)
Earnings (loss) before income taxes	6.3		(24.1)		(126.0)		(178.7)
Provision for income taxes	18.8		15.4		35.8		35.3
Consolidated net loss	(12.5)		(39.5)		(161.8)		(214.0)
Net (loss) income attributable to noncontrolling interests	(0.5)		0.5		(0.3)		1.4
Net loss attributable to Unisys Corporation	$	(12.0)	$	(40.0)	$	(161.5)	$	(215.4)


Loss per share attributable to Unisys Corporation



Basic	$	(0.17)	$	(0.59)	$	(2.34)	$	(3.16)



Diluted	$	(0.17)	$	(0.59)	$	(2.34)	$	(3.16)

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Millions)


	Three Months Ended June 30,			Six Months Ended June 30,
	2024		2023	2024	2023


Consolidated net loss	$	(