uis-20250331

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 March 31, 2025


☐			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

(Address of principal executive offices and zip code)

(215) 986-4011

(Registrant’s telephone number, including area code)


N/A
(Former name or former address, if changed since last report)

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 March 31, 2025: 71,067,097

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)	4
	Consolidated Statements of Comprehensive Income (Loss)	5
	Consolidated Balance Sheets	6
	Consolidated Statements of Cash Flows	7
	Consolidated Statements of Equity (Deficit)	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 5	Other Information	29
Item 6.	Exhibits	29

Exhibit Index		30
Signatures		31

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, except as required by applicable law.

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, 2024, as summarized below:

Business and Operating

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

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

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

•our ability to adapt to the adverse effects of volatile, negative or uncertain economic, geopolitical or 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 the government contracting and public sector environment;

•our ability to manage the impacts of new or increased tariffs;

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

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

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

•our ability to respond to the potential adverse effects of aggressive competition;

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

•our ability to manage the performance and capabilities of third parties with whom we have commercial relationships;

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

•our ability to manage the business and financial risk in the completion of acquisitions or dispositions;

Legal and Regulatory

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

•our ability to meet environmental, social and governance expectations and standards, achieve our sustainability goals, or comply with sustainability regulations or laws;

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

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

Accounting

•an impairment of goodwill or intangible assets; and

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

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

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)

(Millions, except per share data)


	Three Months Ended March 31,
		2025		2024
Revenue
Services		$	386.2	$	416.8
Technology		45.9		71.0
		432.1		487.8
Costs and expenses
Cost of revenue
Services		290.4		314.9
Technology		34.2		36.9
		324.6		351.8
Selling, general and administrative		96.8		112.2
Research and development		5.6		6.1

		427.0		470.1
Operating income		5.1		17.7
Interest expense		8.2		7.9
Other (expense), net		(16.9)		(142.1)
Loss before income taxes		(20.0)		(132.3)
Provision for income taxes		10.6		17.0
Consolidated net loss		(30.6)		(149.3)
Net (loss) income attributable to noncontrolling interests		(1.1)		0.2
Net loss attributable to Unisys Corporation		$	(29.5)	$	(149.5)


Loss per share attributable to Unisys Corporation



Basic		$	(0.42)	$	(2.18)



Diluted		$	(0.42)	$	(2.18)

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Millions)


	Three Months Ended March 31,
		2025		2024


Consolidated net loss		$	(30.6)	$	(149.3)
Other comprehensive income
Foreign currency translation		45.0		(15.4)
Postretirement adjustments, net of tax of $(4.9) in 2025 and $2.8 in 2024		(2.7)		153.9
Total other comprehensive income		42.3		138.5
Comprehensive income (loss)		11.7		(10.8)
Less comprehensive (loss) income attributable to noncontrolling interests		(0.4)		0.4
Comprehensive income (loss) attributable to Unisys Corporation		$	12.1	$	(11.2)

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Millions)


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	393.1	$	376.5
Accounts receivable, net	423.0		467.2
Contract assets	20.6		16.0
Inventories	21.6		16.4
Prepaid expenses and other current assets	91.7		103.2
Total current assets	950.0		979.3
Properties	388.2		396.2
Less-accumulated depreciation and amortization	331.8		339.1
Properties, net	56.4		57.1
Capitalized contract costs, net	33.3		31.2
Marketable software, net	164.8		165.0
Operating lease right-of-use assets	41.3		38.4
Prepaid pension and postretirement assets	27.9		25.6
Deferred income taxes	111.3		96.6
Goodwill	248.2		247.9
Intangible assets, net	34.4		35.5
Restricted cash	14.4		14.1

Other long-term assets	158.3		181.6
Total assets	$	1,840.3	$	1,872.3
Total liabilities and deficit
Current liabilities:
Current maturities of long-term debt	$	6.5	$	5.0
Accounts payable	103.0		97.9
Deferred revenue	221.9		210.4
Other accrued liabilities	236.5		314.7

Total current liabilities	567.9		628.0
Long-term debt	488.3		488.2
Long-term pension and postretirement liabilities	814.3		816.4
Long-term deferred revenue	115.1		108.8
Long-term operating lease liabilities	32.6		28.9
Other long-term liabilities	76.2		71.3
Commitments and contingencies (see Note 12)
Deficit:
Common stock; Issued: March 31, 2025 - 77.7 shares and December 31, 2024 - 75.6 shares	0.8		0.8
Accumulated deficit	(2,168.6)		(2,139.1)
Treasury stock, shares at cost; March 31, 2025 - 6.6 shares and December 31, 2024 - 6.0 shares	(161.3)		(158.5)
Paid-in capital	4,776.9		4,770.6
Accumulated other comprehensive loss	(2,715.6)		(2,757.2)
Total Unisys Corporation stockholders' deficit	(267.8)		(283.4)
Noncontrolling interests	13.7		14.1
Total deficit	(254.1)		(269.3)
Total liabilities and deficit	$	1,840.3	$	1,872.3

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Millions)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities
Consolidated net loss	$	(30.6)	$	(149.3)

Adjustments to reconcile consolidated net loss to net cash provided by operating activities:


Foreign currency (gains) losses	(1.3)		14.9
Non-cash interest expense	0.3		0.3
Employee stock compensation	6.8		6.7
Depreciation and amortization of properties	6.4		6.2
Depreciation and amortization of capitalized contract costs	3.0		6.2
Amortization of marketable software	12.1		12.0
Amortization of intangible assets	1.1		2.4

Other non-cash operating activities	0.7		(1.5)
Loss on disposal of capital assets	0.2		—
Pension and postretirement contributions	(9.4)		(7.7)
Pension and postretirement expense	21.9		146.6
Deferred income taxes, net	(10.1)		(0.4)
Changes in operating assets and liabilities:
Receivables, net and contract assets	73.6		64.0
Inventories	(5.0)		(0.8)
Other assets	18.0		(9.8)
Accounts payable and current liabilities	(67.2)		(69.1)
Other liabilities	12.8		3.1
Net cash provided by operating activities	33.3		23.8
Cash flows from investing activities

Proceeds from foreign exchange forward contracts	728.8		728.1
Purchases of foreign exchange forward contracts	(728.9)		(726.9)
Investment in marketable software	(11.2)		(13.2)
Capital additions of properties and other assets	(8.9)		(6.7)


Other	(0.1)		(0.1)
Net cash used for investing activities	(20.3)		(18.8)
Cash flows from financing activities
Payments of long-term debt	(1.3)		(6.1)




Other	(2.7)		(1.6)
Net cash used for financing activities	(4.0)		(7.7)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	7.9		(3.5)
Increase (decrease) in cash, cash equivalents and restricted cash	16.9		(6.2)
Cash, cash equivalents and restricted cash, beginning of period	390.6		396.7
Cash, cash equivalents and restricted cash, end of period	$	407.5	$	390.5

See notes to consolidated financial statements

UNISYS CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited)

(Millions)


			Unisys Corporation
	Total		Total Unisys Corporation		Common Stock Par Value		Accumu-lated Deficit		Treasury Stock At Cost		Paid-in Capital		Accumu-lated Other Compre-hensive Loss		Non-controlling Interests
Balance at December 31, 2024	$	(269.3)	$	(283.4)	$	0.8	$	(2,139.1)	$	(158.5)	$	4,770.6	$	(2,757.2)	$	14.1
Consolidated net loss	(30.6)		(29.5)				(29.5)								(1.1)


Stock-based activity	3.5		3.5		—				(2.8)		6.3
Translation adjustments	45.0		42.2										42.2		2.8
Pension and postretirement plans	(2.7)		(0.6)										(0.6)		(2.1)
Balance at March 31, 2025	$	(254.1)	$	(267.8)	$	0.8	$	(2,168.6)	$	(161.3)	$	4,776.9	$	(2,715.6)	$	13.7


			Unisys Corporation
	Total		Total Unisys Corporation		Common Stock Par Value		Accumu-lated Deficit		Treasury Stock At Cost		Paid-in Capital		Accumu-lated Other Compre-hensive Loss		Non-controlling Interests
Balance at December 31, 2023	$	(138.4)	$	(151.8)	$	0.7	$	(1,945.7)	$	(156.4)	$	4,749.9	$	(2,800.3)	$	13.4
Consolidated net (loss) income	(149.3)		(149.5)				(149.5)								0.2

Stock-based activity	4.4		4.4		0.1				(1.6)		5.9
Translation adjustments	(15.4)		(14.7)										(14.7)		(0.7)
Pension and postretirement plans	153.9		153.0										153.0		0.9
Balance at March 31, 2024	$	(144.8)	$	(158.6)	$	0.8	$	(2,095.2)	$	(158.0)	$	4,755.8	$	(2,662.0)	$	13.8

See notes to consolidated financial statements

UNISYS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars in millions, except share and per share amounts)

Note 1 - Basis of Presentation

The unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). These rules and regulations permit some of the information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles in the United States of America (GAAP), to be condensed or omitted. In management’s opinion, the unaudited consolidated financial statements contain all adjustments that are of a normal recurring nature, necessary for a fair presentation of the results of operations and financial position of the company for the interim periods presented. These adjustments consist only of normal recurring accruals except as disclosed herein. Because of seasonal and other factors, results for interim periods are not necessarily indicative of the results to be expected for the full year.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2024 and the notes thereto included in the company’s Annual Report on Form 10-K, filed with the SEC.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and the reported amounts of revenue and expenses. Such estimates include the valuation of estimated credit losses, contract assets, operating lease right-of-use assets, capitalized contract costs assets, marketable software, goodwill, purchased intangibles and other long-lived assets, legal and environmental contingencies, assumptions used in the calculation for systems integration projects, income taxes and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from these estimates. Changes in those estimates resulting from continuing changes in the economic environment such as rising interest rates, inflation, fluctuation in foreign exchange rates and conflicts and other events of geopolitical significance, will be reflected in the financial statements in future periods.

The company’s accounting policies are set forth in detail in Note 1 of the Notes to Consolidated Financial Statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. Such Annual Report also contains a discussion of the company’s critical accounting policies and estimates. The company believes that these critical accounting policies and estimates affect its more significant estimates and judgments used in the preparation of the company’s consolidated financial statements.

Reclassifications

Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.

Note 2 - Accounting Standards

Accounting Pronouncements Adopted

Effective for the company’s fiscal year ended December 31, 2024 and interim periods thereafter, 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 interim and annual disclosures were applied to the presentation of the company’s reportable segments, see Note 15, Segment Information. Prior period 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. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (ASU 2023-09), which 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 on a prospective basis with a retrospective application permitted. ASU 2023-09 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 (ASU 2024-03) requiring additional disclosures about certain costs and expenses in the notes to the financial statements on an annual and interim basis. This update 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. ASU 2024-03 is not expected to have a material effect on the company’s consolidated financial statements.

Note 3 - Pension and Postretirement Benefits

Net periodic pension expense is presented below:


	Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
	Total		U.S. Plans		International Plans		Total		U.S. Plans		International Plans
Service cost(i)	$	0.4	$	—	$	0.4	$	0.3	$	—	$	0.3
Interest cost	45.6		27.9		17.7		47.9		31.0		16.9
Expected return on plan assets	(47.1)		(26.3)		(20.8)		(56.2)		(34.4)		(21.8)
Amortization of prior service benefit	(1.1)		(0.6)		(0.5)		(1.2)		(0.6)		(0.6)
Recognized net actuarial loss	24.0		18.0		6.0		23.6		18.4		5.2
Settlement losses(ii)	—		—		—		132.3		132.3		—
Net periodic pension expense	$	21.8	$	19.0	$	2.8	$	146.7	$	146.7	$	—


(i) Service cost is reported in selling, general and administrative expense. All other components of net periodic pension expense are reported in other (expense), net in the consolidated statements of income (loss).
(ii) In March 2024, the company purchased a group annuity contract, with plan assets, for approximately $195 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 $132.3 million for the three months ended March 31, 2024.

In 2025, the company expects to make cash contributions of approximately $91 million to its global defined benefit pension plans. In 2024, the company made cash contributions of $21.9 million primarily to its international defined benefit pension plans. During the three months ended March 31, 2025 and 2024, the company made cash contributions of $9.2 million and $6.4 million, respectively, primarily to its international defined benefit pension plans.

At the end of each year, the company estimates its future cash contributions to its global defined benefit pension plans based on year-end pension data, assumptions and agreements. Any material deterioration in the value of the company’s global defined benefit pension plan assets, as well as changes in pension legislation, volatility in the capital markets, discount rate changes, asset return changes, or changes in economic or demographic trends, could require the company to make cash contributions in different amounts and on a different schedule than previously estimated.

Net periodic postretirement benefit expense (income) is presented below:


	Three Months Ended March 31,
		2025		2024
Service cost(i)		$	—	$	0.1
Interest cost		0.6		0.6
Expected return on assets		(0.1)		—
Recognized net actuarial gain		(0.5)		(0.8)
Amortization of prior service benefit		0.1		—
Net periodic postretirement benefit expense (income)		$	0.1	$	(0.1)


(i) Service cost is reported in selling, general and administrative expense. All other components of net periodic postretirement benefit expense (income) are reported in other (expense), net in the consolidated statements of income (loss).

The company expects to make cash contributions of $3 million to its postretirement benefit plan in 2025. In 2024, the company made cash contributions of $5.2 million to its postretirement benefit plan. For the three months ended March 31, 2025 and 2024, the company made cash contributions of $0.2 million and $1.3 million, respectively.

Note 4 - Stock Compensation

Under stockholder approved stock-based plans, stock options, stock appreciation rights, restricted stock and restricted stock units may be granted to officers, directors and other key employees.

As of March 31, 2025, the company has granted restricted stock and restricted stock units under these plans. The company recognizes compensation cost, net of a forfeiture rate, in selling, general and administrative expense, and recognizes compensation cost only for those awards expected to vest. The company estimates the forfeiture rate based on its historical experience and its expectations about future forfeitures.

During the three months ended March 31, 2025 and 2024, the company recorded $6.8 million and $6.7 million of share-based restricted stock and restricted stock unit compensation expense, respectively.

Restricted stock and restricted stock unit awards may contain time-based units, performance-based units, total shareholder return market-based units, or a combination of these units. Each performance-based and market-based unit will vest into zero to two shares depending on the degree to which the performance or market conditions are met. Compensation expense for performance-based awards is recognized as expense ratably for each installment from the date of grant until the date the restrictions lapse and is based on the fair market value at the date of grant and the probability of achievement of the specific performance-related goals. Compensation expense for market-related awards is recognized as expense ratably over the measurement period, regardless of the actual level of achievement, provided the service requirement is met. Restricted stock unit grants for the company’s directors vest upon award and compensation expense for such awards is recognized upon grant.

A summary of restricted stock and restricted stock unit (RSU) activity for the three months ended March 31, 2025 follows (shares in thousands):


	Restricted Stock and RSU	Weighted- Average Grant-Date Fair Value
Outstanding at December 31, 2024	5,705	$	6.26
Granted (i)	3,756	4.48
Vested	(2,282)	6.17
Forfeited and expired	(193)	—
Outstanding at March 31, 2025	6,986	4.93

(i) Awards granted during the three months ended March 31, 2025 were time-based conditions awards.

The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units granted during the three months ended March 31, 2025 and 2024 was $15.6 million and $18.6 million, respectively. The fair value of awards with time and performance conditions is determined based on the trading price of the company’s common shares on the date of grant. The fair value of awards with market conditions is estimated using a Monte Carlo simulation.

As of March 31, 2025, there was $22.6 million of total unrecognized compensation cost related to outstanding restricted stock and restricted stock units granted under the company’s plans. That cost is expected to be recognized over a weighted-average period of 2.3 years. The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units vested during the three months ended March 31, 2025 and 2024 was $14.1 million and $9.6 million, respectively.

Common stock issued upon the lapse of restrictions on restricted stock and restricted stock units are newly issued shares. In light of its tax position, the company is currently not recognizing any tax benefits from the issuance of stock upon lapse of restrictions on restricted stock and restricted stock units.

Note 5 - Other (expense), net

Other (expense), net is comprised of the following:


	Three Months Ended March 31,
		2025		2024
Postretirement expense(i)		$	(21.5)	$	(146.2)

Foreign exchange gains (losses)(ii)		1.3		(14.9)

Other, net(iii)		3.3		19.0
Total other (expense), net		$	(16.9)	$	(142.1)

(i) Includes $132.3 million of a U.S. pension settlement loss in the three months ended March 31, 2024. See Note 3.

(ii) Includes net foreign exchange gains of $1.1 million and net foreign exchange losses of $0.5 million in the three months ended March 31, 2025 and 2024, respectively, related to substantial completion of liquidation of foreign subsidiaries.

(iii)Other, net for the three months ended March 31, 2024 includes a net gain of $14.9 million related to a favorable judgment received in a Brazilian services tax matter. Additionally, other, net includes environmental costs related to previously disposed businesses.

Note 6 - Income Taxes

For the three months ended March 31, 2025, the provision for income taxes was $10.6 million primarily driven by geographic distribution of income. For the three months ended March 31, 2025, the effective tax rate was (53.0)% primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S. and jurisdictions with no valuation allowance that are subject to tax.

For the three months ended March 31, 2024, the provision for income taxes was $17.0 million primarily driven by geographic distribution of income. For the three months ended March 31, 2024, the effective tax rate was (12.8)% primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S. and jurisdictions with no valuation allowance that are subject to tax.

Accounting rules governing income taxes require that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. These rules also require that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or the entire deferred tax asset will not be realized.

The company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting such amount, if necessary. The realization of the company’s net deferred tax assets as of March 31, 2025, is primarily dependent on the ability to generate sustained taxable income in various jurisdictions. Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, strategic operational and tax initiatives, legislative, and other economic factors and developments. It is at least reasonably possible that the company’s judgment about the need for, and level of, existing valuation allowances could change in the near term based on changes in objective evidence such as further sustained income or loss in certain jurisdictions, as well as the other factors discussed above, primarily in certain jurisdictions outside of the United States. As such, the company will continue to monitor income levels and mix among jurisdictions, potential changes to the company’s operating and tax model, and other legislative or global developments in its determination. It is reasonably possible that such changes could result in a material impact to the company’s valuation allowance within the next 12 months. Any increase or decrease in the valuation allowance would result in additional or lower income tax expense in that period and could have a significant impact on that period’s earnings.

A full valuation allowance is currently maintained for all U.S. and certain foreign deferred tax assets in excess of deferred tax liabilities. The company will record a tax provision or benefit for those international subsidiaries that do not have a full valuation allowance against their net deferred tax assets. Any profit or loss recorded for the company’s U.S. operations will have no provision or benefit associated with it due to such valuation allowance, except with respect to withholding taxes not creditable against future taxable income. As a result, the company’s provision or benefit for taxes may vary significantly depending on the geographic distribution of income.

Under U.S. tax law, distributions from foreign subsidiaries to U.S. stockholders are generally exempt from taxation. 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. The company is no longer asserting indefinite reinvestment of earnings of certain foreign subsidiaries. At March 31, 2025 and December 31, 2024, the related deferred tax liability was $28.3 million and $27.7 million, respectively, which is included in other long-term liabilities on the company’s consolidated balance sheets.

A corporation’s ability to deduct its federal net operating loss (NOL) carryforwards and utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 of the U.S. Internal Revenue Code (Section 382) if it undergoes an “ownership change” as defined in Section 382 (generally where cumulative stock ownership changes among material stockholders exceed 50 percent during a rolling three-year period). Similar rules may apply under state tax laws. A future tax “ownership change” pursuant to Section 382 or future changes in tax laws that impose tax attribute utilization limitations may severely limit or effectively eliminate the company’s ability to utilize its NOL carryforwards and other tax attributes.

Note 7 - Loss Per Share

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


	Three Months Ended March 31,
		2025		2024
Basic loss per common share computation:


Net loss attributable to Unisys Corporation		$	(29.5)	$	(149.5)
Weighted average shares		70,106		68,704




Basic loss per common share		$	(0.42)	$	(2.18)

Diluted loss per common share computation:
Net loss attributable to Unisys Corporation		$	(29.5)	$	(149.5)




Weighted average shares		70,106		68,704

Plus incremental shares from assumed vesting of employee stock plans		—		—

Adjusted weighted average shares		70,106		68,704




Diluted loss per common share		$	(0.42)	$	(2.18)

Anti-dilutive restricted stock units(i)		3,464		2,267


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

Note 8 - Revenue

Contract Assets and Deferred Revenue

Contract assets represent rights to consideration in exchange for goods or services transferred to a customer when that right is conditional on something other than the passage of time. Deferred revenue represents contract liabilities.

Net contract assets (liabilities) are as follows:


	March 31, 2025		December 31, 2024
Contract assets - current	$	20.6	$	16.0
Contract assets - long-term(i)	5.5		6.0
Deferred revenue - current	(221.9)		(210.4)
Deferred revenue - long-term	(115.1)		(108.8)


(i) Reported in other long-term assets on the company’s consolidated balance sheets.

Significant changes in the above contract liability balances were as follows:


	Three Months Ended March 31,
		2025		2024
Revenue recognized that was included in deferred revenue at the beginning of the period		$	71.4	$	78.9

Capitalized Contract Costs

The company’s capitalized contract costs, net include the following:


	March 31, 2025		December 31, 2024
Deferred commissions, net	$	7.0

SEC Form 10-Q filed by Unisys Corporation New