Unisys Q3 2026 earnings: net loss narrows to $201M
UIS expects another pension settlement in the first half of 2027 toward its approximately $600 million U.S. pension-liability reduction target.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
UIS reported third-quarter revenue of $471.5 million, up 2.5% from $460.2 million a year earlier. Net loss attributable to Unisys was $201.0 million, or $2.76 per diluted share, versus $308.9 million, or $4.33 per diluted share. Operating income was $23.7 million, compared with an operating loss of $33.5 million; the quarter included a $151.2 million pre-tax U.S. pension settlement loss.
For the first nine months, revenue was $1,382.6 million versus $1,375.6 million, and net loss attributable to Unisys was $332.1 million versus $358.5 million. Cash used for operating activities was $66.5 million, compared with $244.9 million. The company recorded a $47.2 million goodwill impairment, writing off all remaining goodwill in its DWS reporting unit. DWS gross-profit margin was 9.5% in the quarter, compared with 16.2% a year earlier.
In September, the company purchased a group annuity contract, with plan assets, to transfer approximately $200 million of projected U.S. defined benefit pension liabilities to a third-party issuer. It has reduced approximately $520 million of U.S. qualified pension liabilities since the third quarter of 2025 toward an approximately $600 million target; another settlement is expected in the first half of 2027.
2 points · 0 major2 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly net loss narrowed to $201.0 million from $308.9 million.
- Moderate pointOperating cash use improved to $66.5 million from $244.9 million over nine months.
Negative
- Major pointA $47.2 million goodwill impairment wrote off the DWS reporting unit’s remaining goodwill. 28% of market cap
- Major pointThe third quarter included a $151.2 million pre-tax pension settlement loss. 88% of market cap
- Moderate pointDWS gross-profit margin was 9.5% in the quarter, compared with 16.2% a year earlier.
Filing Explained
At
Key Figures
Revenue: $471.5 million
Net loss attributable to Unisys: ($201.0 million)
Diluted loss per share: ($2.76) per share
+5 more
8 metrics
Revenue
$471.5 million
Three months ended September 30, 2026; $460.2 million for the period ended September 30, 2025
Net loss attributable to Unisys
($201.0 million)
Three months ended September 30, 2026; ($308.9 million) for the period ended September 30, 2025
Diluted loss per share
($2.76) per share
Three months ended September 30, 2026; ($4.33) per share for the period ended September 30, 2025
Operating income
$23.7 million
Three months ended September 30, 2026; operating loss of $33.5 million for the period ended September 30, 2025
Cash used for operating activities
$66.5 million
Nine months ended September 30, 2026; $244.9 million used in the period ended September 30, 2025
Goodwill impairment
$47.2 million
DWS reporting unit, nine months ended September 30, 2026
Pension settlement loss
$151.2 million
Pre-tax loss for the three and nine months ended September 30, 2026
DWS gross-profit margin
9.5%
Three months ended September 30, 2026; 16.2% for the period ended September 30, 2025
Key Terms
Remaining performance obligations, Total Contract Value (TCV), Group annuity contract, Borrowing base, +1 more
5 terms
Remaining performance obligations financial
"Remaining performance obligations represent the transaction price of firm orders"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
Total Contract Value (TCV) financial
"Total Contract Value (TCV) represents the initial estimated revenue"
Total contract value (TCV) is the full amount of money a customer is expected to pay over the life of a contract, combining one-time charges and all recurring fees or services promised. For investors, TCV shows the size and potential near-term revenue impact of deals—like seeing the sticker price of a multi-year service—while reminding them that actual cash received depends on billing schedules, renewals and customer cancellations.
Group annuity contract financial
"purchased a group annuity contract, with plan assets"
A group annuity contract is an insurance agreement under which a plan sponsor or employer pays a lump sum to an insurance company in exchange for the insurer taking over the obligation to make regular retirement payments to a group of plan participants. Think of it as one party handing its pension bill to an insurer that guarantees the income stream. It matters to investors because such transactions change a company’s reported pension liabilities, cash needs, and shift longevity and investment risk onto the insurance firm that issues the contract.
Borrowing base financial
"subject to a borrowing base calculated by reference to the company’s receivables"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
Valuation allowance financial
"deferred tax assets are subject to a full valuation allowance"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was UIS revenue in the third quarter of 2026?
UIS reported third-quarter 2026 revenue of $471.5 million, compared with $460.2 million in third-quarter 2025, an increase of 2.5%. Services revenue was $404.1 million and technology revenue was $67.4 million.
How much was UIS’s third-quarter 2026 net loss?
UIS reported a third-quarter 2026 net loss attributable to the company of $201.0 million, or $2.76 per diluted share, compared with $308.9 million, or $4.33 per diluted share, in 2025.
How much cash did UIS use in operating activities in the first nine months of 2026?
For the nine months ended September 30, 2026, UIS used $66.5 million in operating activities, compared with $244.9 million in the same period of 2025. The company attributed the improvement primarily to a $250 million discretionary contribution to its U.S. defined benefit pension plans in 2025.
What pension settlement does UIS expect in 2027?
UIS expects an additional pension settlement in the first half of 2027 to substantially achieve its approximately $600 million reduction target. Since the third quarter of 2025, the company has reduced approximately $520 million of U.S. qualified defined benefit pension liabilities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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 September 30, 2026
or
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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 | ||||||
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 | ☐ | ☒ | ||||||||||||||||||
| 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 September 30, 2026: 72,933,732
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 | 24 | |||||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 33 | |||||||||
| Item 4. | Controls and Procedures | 33 | |||||||||
| PART II - OTHER INFORMATION | |||||||||||
| Item 1. | Legal Proceedings | 34 | |||||||||
| Item 1A. | Risk Factors | 34 | |||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 | |||||||||
| Item 5. | Other Information | 34 | |||||||||
| Item 6. | Exhibits | 34 | |||||||||
| Exhibit Index | 35 | ||||||||||
| Signatures | 36 | ||||||||||
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 Securities 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, 2025, as summarized below, our ability to:
Business and Operating
•maintain our installed base and sell new solutions and related services;
•grow revenue, expand profit margin and generate sufficient cash flows in our businesses;
•effectively anticipate and respond to rapid technological innovation, such as artificial intelligence among others, in our industry;
•manage cybersecurity incidents, security incidents and breaches and other disruptions in our IT systems;
•adapt to the adverse effects of volatile, negative or uncertain economic, geopolitical and political conditions, as well as acts of war, terrorism, natural disasters or the widespread outbreak of infectious diseases;
•work with government and public sector clients and additional risks inherent in the government contracting and public sector environment;
•respond to the potential adverse effects of aggressive competition;
•attract, retain, and develop skilled employees to align with global client demand and retain and develop strong leaders;
•achieve expected profitability or expected level of revenue from our commercial contracts;
•manage the pricing, performance and capabilities of third parties with whom we have commercial relationships;
•meet our underfunded defined benefit pension plan obligations;
•maintain our credit rating or access financing markets;
•comply with the terms of the credit agreement that governs the Amended and Restated Asset Based Lending Credit Facility and the 10.625% Senior Secured Notes due 2031 indenture;
•protect or enforce our intellectual property rights and defend against infringement claims;
•adapt to an evolving international trade and tariff environment;
•manage the business and financial risk in the completion of acquisitions or dispositions;
Legal and Regulatory
•comply with global legal and regulatory requirements;
•manage the legal risks related to artificial intelligence and other machine learning technology that are integrated into our services and solutions;
•manage exposure to legal proceedings, investigations, compliance and environmental matters;
•meet global sustainability standards and expectations, achieve our sustainability goals and comply with sustainability laws and regulations;
•maintain an effective system of internal controls over financial reporting and disclosure controls and procedures;
2
Accounting
•mitigate a decrease in the value of our assets and an impairment of goodwill or intangible assets; and
•use our net operating loss carryforwards and certain other tax attributes.
Other factors discussed in this report, although not listed here, also could materially affect our future results.
3
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
UNISYS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)
(Millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Costs and expenses | ||||||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Goodwill and intangible asset impairment | ||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other (expense), net | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Consolidated net loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||
| Net loss attributable to Unisys Corporation | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Loss per share attributable to Unisys Corporation | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
See notes to consolidated financial statements
4
UNISYS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(Millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Consolidated net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | |||||||||||||||||||||||
Pension and postretirement adjustments, net of tax of $ | ||||||||||||||||||||||||||
| Total other comprehensive income | ||||||||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Less comprehensive income attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Comprehensive loss attributable to Unisys Corporation | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
See notes to consolidated financial statements
5
UNISYS CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Millions)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Properties, net | |||||||||||
| Capitalized contract costs, net | |||||||||||
| Marketable software, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Prepaid pension and postretirement assets | |||||||||||
| Deferred income taxes | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Restricted cash | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Total liabilities and deficit | |||||||||||
| Current liabilities: | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Deferred revenue | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term pension and postretirement liabilities | |||||||||||
| Long-term deferred revenue | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
Commitments and contingencies (see Note 14) | |||||||||||
| Deficit: | |||||||||||
Common stock; Issued: September 30, 2026 - | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Treasury stock, shares at cost; September 30, 2026 - | ( | ( | |||||||||
| Paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Unisys Corporation stockholders' deficit | ( | ( | |||||||||
| Noncontrolling interests | |||||||||||
| Total deficit | ( | ( | |||||||||
| Total liabilities and deficit | $ | $ | |||||||||
See notes to consolidated financial statements
6
UNISYS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Millions)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Consolidated net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile consolidated net loss to net cash used for operating activities: | ||||||||||||||
| (Gains) loss on debt extinguishment | ( | |||||||||||||
| Foreign currency (gains) losses | ( | |||||||||||||
| Employee stock compensation | ||||||||||||||
| Depreciation and amortization of properties | ||||||||||||||
| Depreciation and amortization of capitalized contract costs | ||||||||||||||
| Amortization of marketable software | ||||||||||||||
| Amortization of intangible assets | ||||||||||||||
| Goodwill and intangible asset impairment | ||||||||||||||
| Other non-cash operating activities | ||||||||||||||
| Pension and postretirement contributions | ( | ( | ||||||||||||
| Pension and postretirement expense | ||||||||||||||
| Deferred income taxes, net | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Receivables, net and contract assets | ||||||||||||||
| Inventories | ( | ( | ||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable and current liabilities | ( | ( | ||||||||||||
| Other liabilities | ( | |||||||||||||
| Net cash used for operating activities | ( | ( | ||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Investment in marketable software | ( | ( | ||||||||||||
| Capital additions of properties and other assets | ( | ( | ||||||||||||
| Proceeds from foreign exchange forward contracts | ||||||||||||||
| Purchases of foreign exchange forward contracts | ( | |||||||||||||
| Other | ( | ( | ||||||||||||
| Net cash used for investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from issuance of long-term debt | ||||||||||||||
| Payments of long-term debt | ( | ( | ||||||||||||
| Issuance costs relating to long-term debt | ( | |||||||||||||
| Cash paid for debt extinguishment | ( | |||||||||||||
| Other | ( | ( | ||||||||||||
| Net cash (used for) provided by financing activities | ( | |||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ||||||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||||||||
7
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, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Consolidated net loss | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based activity | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement plans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Consolidated net loss | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based activity | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement plans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Consolidated net (loss) income | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based activity | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement plans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| 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 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Consolidated net loss | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based activity | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement plans | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Consolidated net (loss) income | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based activity | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement plans | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Consolidated net loss | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based activity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustments | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement plans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements
8
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, 2025 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. Any changes in those estimates resulting from changes in the economic environment such as inflation, tariffs, trade policy, fluctuation in interest rates and foreign exchange rates and conflicts, wars and other events of geopolitical significance, will be reflected in the financial statements in future periods.
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 Not Yet Adopted
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.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which simplifies the capitalization guidance for internal-use software costs by removing all references to software development project stages. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting
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periods, with early adoption permitted on either a prospective, retrospective or a modified transition approach. The company is currently evaluating the impact of the standard on its consolidated financial statements.
Note 3 - Cost Reduction Actions
The company from time to time initiates cost reduction actions designed to improve operating efficiency, reduce costs and align the company’s workforce and facility structures to its overall business plan.
Cost-reduction charges (credits) and other costs recognized were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Workforce reductions: | ||||||||||||||||||||||||||
| Severance and other employee costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Changes in estimates | ( | ( | ( | |||||||||||||||||||||||
| Total workforce reductions | ||||||||||||||||||||||||||
Lease abandonment and other costs | ||||||||||||||||||||||||||
Asset impairment charges and write-offs (i) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(i) Asset impairment charges and write-offs relate to assets associated with exited operations and facilities.
The charges (credits) were recorded in the following statement of income (loss) classifications:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Cost of revenue | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Research and development | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Liabilities and expected future payments related to the company’s workforce reduction actions are as follows:
| Total | ||||||||
| Balance at December 31, 2025 | $ | |||||||
| Provisions | ||||||||
| Payments | ( | |||||||
| Changes in estimates | ( | |||||||
| Translation adjustments | ( | |||||||
| Balance at September 30, 2026 | $ | |||||||
Expected future utilization on balance at September 30, 2026: | ||||||||
| Short-term | $ | |||||||
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Note 4 - Pension and Postretirement Benefits
Net periodic pension expense is presented below:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Total | U.S. Plans | International Plans | Total | U.S. Plans | International Plans | |||||||||||||||||||||||||||||||||
Service cost(i) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of prior service benefit | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Recognized net actuarial loss | ||||||||||||||||||||||||||||||||||||||
Settlement losses (ii)(iii) | ||||||||||||||||||||||||||||||||||||||
Net periodic pension expense | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Total | U.S. Plans | International Plans | Total | U.S. Plans | International Plans | |||||||||||||||||||||||||||||||||
Service cost(i) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of prior service benefit | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Recognized net actuarial loss | ||||||||||||||||||||||||||||||||||||||
Settlement losses (ii)(iii) | ||||||||||||||||||||||||||||||||||||||
Net periodic pension expense | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(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 September 2026, the company purchased a group annuity contract, with plan assets, to transfer to a third-party issuer approximately $ | ||
(iii) In September 2025, the company purchased a group annuity contract, with plan assets, to transfer to a third-party issuer approximately $ | ||
During the nine months ended September 30, 2026, the company made cash contributions of $87.7 million to its global defined benefit pension plans. For the remainder of 2026, the company expects to make cash contributions of approximately $9 million, resulting in total expected cash contributions for 2026 of approximately $97 million to the company’s global defined benefit pension plans. These contributions are expected to include approximately $47 million to the company’s U.S. qualified defined benefit pension plans and approximately $50 million, primarily to the company’s international defined benefit pension plans.
During the nine months ended September 30, 2025, the company made cash contributions of $317.2 million to its global defined benefit pension plans, including a discretionary contribution of $250 million to its U.S. defined benefit pension plans. In 2025, the company made cash contributions of $343.7 million to its global 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.
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Net periodic postretirement benefit expense is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Service cost(i) | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | |||||||||||||||||||||||
| Recognized net actuarial gain | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of prior service benefit | ||||||||||||||||||||||||||
| Net periodic postretirement benefit expense | $ | $ | $ | $ | ||||||||||||||||||||||
(i) Service cost is reported in selling, general and administrative expense. All other components of net periodic postretirement benefit expense 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 2026. In 2025, the company made cash contributions of $1.6 million to its postretirement benefit plan. For the nine months ended September 30, 2026 and 2025, the company made cash contributions of $1.3 million and $1.0 million, respectively.
Note 5 - Stock Compensation
Under stockholder approved stock-based plans, stock options, stock appreciation rights, restricted stock and restricted stock units (RSUs) may be granted to officers, directors and other key employees.
As of September 30, 2026, the company has granted restricted stock and RSUs 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 nine months ended September 30, 2026 and 2025, the company recorded $9.8 million and $12.2 million of share-based restricted stock and RSU compensation expense, respectively.
Restricted stock and RSU 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 two
A summary of restricted stock and RSU activity for the nine months ended September 30, 2026 follows (shares in thousands):
| Restricted Stock and RSU | Weighted- Average Grant-Date Fair Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||
Granted (i) | ||||||||||||||
Vested (ii) | ( | |||||||||||||
| Forfeited and expired | ( | |||||||||||||
| Outstanding at September 30, 2026 | ||||||||||||||
(i) Awards granted during the nine months ended September 30, 2026 were time-based conditions awards.
(ii) Vested awards include 2023 and 2024 performance-based RSUs awards vested at zero percent payout.
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Note 6 - Other (expense), net
Other (expense), net is comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Pension and postretirement expense(i) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| (Loss) gain on debt extinguishment | ( | ( | ||||||||||||||||||||||||
Foreign exchange (losses) gains(ii) | ( | ( | ||||||||||||||||||||||||
Interest income(iii) | ||||||||||||||||||||||||||
Other, net(iv) | ( | ( | ( | |||||||||||||||||||||||
| Total other (expense), net | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(i) Pension and postretirement expense includes U.S. pension settlement losses of $151.2 227.7
(ii) Foreign exchange (losses) gains include gains (losses) from remeasuring cash, receivables, payables and intercompany balances denominated in foreign currencies, as well as gains (losses) related to the substantial completion of liquidation of certain foreign subsidiaries. In the third quarter of 2025, the company ceased the use of foreign currency forward contracts used to mitigate the impact of exchange rate fluctuations in the intercompany balances denominated in foreign currencies. The gains (losses) on such forward contracts for the three and nine months ended September 30, 2025 were included within foreign exchange (losses) gains. See Note 10 for details on the company’s foreign exchange forward contracts.
(iii) Interest income relates primarily to interest earned from cash and short-term investments.
(iv) Other, net for both the three and nine months ended September 30, 2026 includes a reserve of approximately $7
Note 7 - Income Taxes
For the three and nine months ended September 30, 2026, the provision for income taxes was $21.8 million and $51.3 million, respectively, primarily driven by the geographic distribution of income. For the three and nine months ended September 30, 2026, the effective tax rate was (12.2 )% and (18.2 )%, respectively, 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 and nine months ended September 30, 2025, the provision for income taxes was $16.3 million and $46.9 million, respectively, primarily driven by the geographic distribution of income. For the three and nine months ended September 30, 2025, the effective tax rate was (5.6 )% and (15.0 )%, respectively, primarily driven by non-creditable withholding taxes in the U.S., jurisdictions with no valuation allowance that are subject to tax, and U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance.
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Note 8 - 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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Basic loss per common share computation: | ||||||||||||||||||||||||||
| Net loss attributable to Unisys Corporation | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted average shares | ||||||||||||||||||||||||||
| Basic loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Diluted loss per common share computation: | ||||||||||||||||||||||||||
| Net loss attributable to Unisys Corporation | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted average shares | ||||||||||||||||||||||||||
Plus incremental shares from assumed vesting of employee stock plans | ||||||||||||||||||||||||||
| Adjusted weighted average shares | ||||||||||||||||||||||||||
| Diluted loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Anti-dilutive restricted stock units(i) | ||||||||||||||||||||||||||
(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 9 - Revenue
The following table presents the company’s revenue disaggregated by type of revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Services | $ | $ | $ | $ | |||||||||||||||||||
Technology(i) | |||||||||||||||||||||||
Total revenue | $ | $ | $ | $ | |||||||||||||||||||
(i) Technology represents hardware and software license 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:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Contract assets - current | $ | $ | |||||||||
Contract assets - long-term(i) | |||||||||||
| Deferred revenue - current | ( | ( | |||||||||
| Deferred revenue - long-term | ( | ( | |||||||||
(i) Reported in other long-term assets on the company’s consolidated balance sheets. | |||||||||||
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Significant changes in the above contract liability balances were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue recognized that was included in deferred revenue at the beginning of the period | $ | $ | $ | $ | |||||||||||||||||||
Capitalized Contract Costs
The company’s capitalized contract costs, net include the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
Deferred commissions, net | $ | $ | |||||||||
Costs to fulfill a contract, net | |||||||||||
Other capitalized assets, net | |||||||||||
Total capitalized contract costs, net | $ | $ | |||||||||
For the three months ended September 30, 2026 and 2025, amortization expense related to capitalized contract costs, net was $6.2 million and $3.9 million, respectively. For the nine months ended September 30, 2026 and 2025, amortization expense related to capitalized contract costs assets, net was $19.7 million and $11.4 million, respectively.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and excludes (i) contracts with an original expected length of one year or less and (ii) contracts for which the company recognizes revenue at the amount to which it has the right to invoice for services performed. At September 30, 2026, the company had approximately $0.7 billion of remaining performance obligations of which approximately 13 % is estimated to be recognized as revenue by the end of 2026, 41 % by the end of 2027, 25 % by the end of 2028, 12 % by the end of 2029 and 9 % thereafter.
Note 10 - Financial Instruments and Fair Value Measurements
Due to its foreign operations, the company is exposed to the effects of foreign currency exchange rate fluctuations on the U.S. dollar, principally related to intercompany account balances. In the third quarter of 2025, the company ceased its use of foreign currency forward contracts; as such, these contracts had no remaining notional amounts since December 31, 2025. For the three and nine months ended September 30, 2025, gains (losses) recognized on foreign currency exchange forward contracts were $(7.5 ) million and $46.4 million, respectively, and included within other (expense), net in the consolidated statements of income (loss). These contracts were not designated as hedging instruments and the fair value was based on quoted prices for similar but not identical financial instruments; as such, the inputs were considered Level 2 inputs.
Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and other liabilities. The carrying amounts of these financial assets and liabilities approximate fair value due to their short maturities. Such financial instruments are not included in the following table that provides information about the estimated fair values of other financial instruments that are not measured at fair value in the consolidated balance sheets as of September 30, 2026 and December 31, 2025.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Long-term debt: | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Long-term debt is carried at amortized cost and its estimated fair value is based on market prices classified as Level 2 in the fair value hierarchy.
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Note 11 - Properties
The components of properties, net were as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Buildings | $ | $ | ||||||||||||
| Machinery and office equipment | ||||||||||||||
| Internal-use software | ||||||||||||||
| Rental equipment | ||||||||||||||
Total properties, gross | $ | $ | ||||||||||||
Less - Accumulated depreciation and amortization | ||||||||||||||
Properties, net | $ | $ | ||||||||||||
During the three months ended September 30, 2026, the company removed $176.5 million of fully depreciated properties and related accumulated depreciation for assets no longer in service.
Note 12 - Goodwill and Intangible Assets
The net carrying value of goodwill by reporting unit was as follows:
| Total | DWS | CA&I | ECS | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Goodwill impairment | ( | ( | ||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Goodwill is presented net of accumulated impairment losses of $141.3 million and $94.1 million as of September 30, 2026 and December 31, 2025, respectively, attributable to the DWS reporting unit. For the nine months ended September 30, 2026, the company recognized an impairment loss of $47.2 million on goodwill associated with the DWS reporting unit. The impairment charge was recorded within goodwill and intangible asset impairment in the consolidated statements of income (loss).
Goodwill Impairment
The company reviews goodwill for impairment annually, as well as whenever there are events or changes in circumstances (triggering events), which indicate that the carrying amount may not be recoverable. The company continuously monitors its revenue, gross profit and operating profit growth and evaluates other relevant events and circumstances including changes to U.S. 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, that could unfavorably impact the recoverability of the goodwill carrying value.
During the second quarter of 2026, the company reviewed its estimated long-term expected future cash flows for the DWS reporting unit. DWS projected gross profit was below the previous estimated forecast primarily due to continued competitive pressure resulting from industry and macro-economic conditions. Based on this, the company concluded that a triggering event existed and conducted a quantitative goodwill impairment assessment for the DWS reporting unit in the second quarter of 2026. Based on the results of the quantitative assessment, the carrying value of the DWS reporting unit exceeded its fair value, resulting in the recognition of a goodwill impairment charge of $47.2 million in the second quarter of 2026. The impairment charge represented the entire remaining goodwill balance allocated to the DWS reporting unit, resulting in a full write-off of the reporting unit's goodwill.
No triggering events were identified during the third quarter of 2026, and no additional goodwill impairment charges were recorded during the period.
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Intangible Assets, Net
Intangible assets, net at September 30, 2026, consisted of the following:
| Gross Carrying Amount | Accumulated Amortization | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||||||||||||
| Technology | $ | $ | $ | $ | ||||||||||||||||||||||
Customer relationships (i) | ||||||||||||||||||||||||||
| Marketing | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
For the three months ended September 30, 2026 and 2025, amortization expense was $0.9 million and $1.1 million, respectively. For the nine months ended September 30, 2026 and 2025, amortization expense was $2.9 million and $3.2 million, respectively.
Finite-lived intangible assets are tested for impairment whenever events or changes in circumstances would indicate that the carrying value may not be recoverable. An impairment charge would be recognized if the carrying value exceeds fair value in the consolidated statement of income (loss) in the period the impairment is identified.
During second quarter of 2026, the company recorded an impairment charge of $1.5 million related to a customer relationship intangible asset. The impairment was triggered by revised expectations regarding future cash flows. Fair value was determined using a discounted cash flow methodology and is classified as a Level 3 fair value measurement. The impairment charge was recorded within goodwill and intangible asset impairment in the consolidated statements of income (loss). No triggering events were identified during the third quarter of 2026, and no additional intangible asset impairment charges were recorded during the period.
The future amortization relating to acquired intangible assets at September 30, 2026, was estimated as follows:
| Future Amortization Expense | ||||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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Note 13 - Debt
Long-term debt is comprised of the following:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| $ | $ | |||||||||||||
| Finance leases | ||||||||||||||
| Other debt | ||||||||||||||
| Total | ||||||||||||||
| Less – current maturities | ||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
(i) See Note 10 for the fair value of the notes. | ||
Senior Secured Notes due 2031
In June 2025, the company completed a private placement offering of $700.0 million aggregate principal amount of its 10.625 % Senior Secured Notes due 2031 (the 2031 Notes). The 2031 Notes pay interest semiannually on January 15 and July 15, and will mature on January 15, 2031, unless earlier repurchased or redeemed by the company. The 2031 Notes are fully and unconditionally guaranteed on a senior secured basis by Unisys Holding Corporation, Unisys AP Investment Company I and Unisys NPL, Inc., each a Delaware corporation that is directly or indirectly wholly owned by the company (the Subsidiary Guarantors).
During the nine months ended September 30, 2026, the company repurchased $1.6 million of the 2031 Notes from the open market for $1.4 million. The company recorded a gain on debt extinguishment of $0.2 million, reported in other (expense), net.
Interest expense related to the 2031 Notes is comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Contractual interest coupon | $ | $ | $ | $ | ||||||||||||||||||||||
| Amortization of issuance costs | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Senior Secured Notes due 2027
In 2025, the company satisfied and discharged the indenture relating to the $485.0 million aggregate principal amount of the 6.875 % Senior Secured Notes due November 1, 2027 (the 2027 Notes). The company paid an aggregate amount of $493.5 million, which was made up of the following: $485.0 million of principal amount, $3.0 million of early tender premium and $5.5 million of accrued but unpaid interest on the 2027 Notes to be redeemed to, but not including, the redemption date. In 2025, the company recorded a loss on debt extinguishment in relation to the satisfaction and discharge of the 2027 Notes of $7.0 million, reported in other (expense), net in the consolidated statements of income (loss), which included $4.0 million in unamortized debt issuance costs write-off and other expenses and an early tender premium of $3.0 million paid to repurchase a portion of the 2027 Notes.
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Interest expense related to the 2027 Notes was comprised of the following:
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Contractual interest coupon | $ | |||||||||||||||||||||||||
| Amortization of issuance costs | ||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
Asset Based Lending (ABL) Credit Facility
The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which matures in June 2030. The Amended and Restated ABL Credit Facility provides for revolving loans and letters of credit up to an aggregate amount of $125.0 million (with a limit on letters of credit of $40.0 million), with an uncommitted accordion feature allowing for the aggregate amount available to be increased up to $155.0 million upon the satisfaction of certain specified conditions.
Availability under the Amended and Restated ABL Credit Facility is subject to a borrowing base calculated by reference to the company’s receivables. At September 30, 2026, the company had no borrowings and $6.5 million of letters of credit outstanding. Availability under the Amended and Restated ABL Credit Facility was $89.1 million, net of letters of credit issued. Any borrowings under the Amended and Restated ABL Credit Facility will be subject to variable interest rates.
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 Bank of America, N.A., as agent for the lenders under the credit facility.
At September 30, 2026, the company has met all covenants and conditions under its various lending and funding agreements. For at least the next 12 months, the company expects to continue to meet these covenants and conditions.
Note 14 - Litigation and Contingencies
The company is involved in a wide range of lawsuits, claims, investigations and proceedings, which arise in the ordinary course of business, including actions with respect to commercial and government contracts, labor and employment, employee benefits, environmental matters, intellectual property and non-income tax matters. Further, given the rapidly evolving external landscape of cybersecurity, privacy, artificial intelligence, and data protection laws, regulations, threat actors, and heightened client expectations and demands, the company and its clients have been and will continue to be subject to actions or proceedings in various jurisdictions. These matters can involve a number of different parties, including competitors, clients, current or former employees, government and regulatory agencies, stockholders and representatives of the locations in which the company does business. Many of these matters are also highly complex and may seek recovery on behalf of a class or similarly large number of plaintiffs. 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 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. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter. These adjustments could have a material impact on our results of operations and financial position.
The company intends to defend itself vigorously with respect to any legal matters. Based on its experience, the company also believes that the damage amounts claimed against it in the matters disclosed below are not a meaningful indicator of the company’s potential liability.
Legal proceedings are inherently unpredictable and unfavorable resolutions have and could occur. Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the impact any such losses, damages or remedies may have in the company’s consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. Accordingly, it is possible that an adverse outcome from such matters could be material to the company’s financial condition, results of operations and cash flows in any particular reporting period.
Notwithstanding that the ultimate results of the lawsuits, claims, investigations and proceedings that have been brought or asserted against the company are not currently determinable, the company believes that at September 30, 2026, it has adequate provisions for any such matters.
19
The following is a summary of the more significant legal proceedings involving the company.
The company’s Brazilian operations, along with those of many other companies doing business in Brazil, are involved in various litigation matters, including numerous governmental assessments related to indirect and other taxes, as well as disputes associated with former employees and contract labor. The tax-related matters pertain to value-added taxes, customs, duties, sales and other non-income-related tax exposures. The labor-related matters include claims related to compensation. The company believes that appropriate accruals have been established for such matters based on information currently available. At September 30, 2026, 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 $27 million. In September 2026, the company entered into a tax settlement program in Brazil, which resolved two longstanding tax lawsuits and allowed the company to significantly reduce related penalty and interest claims. At September 30, 2026, the company had a reserve of approximately $7 million related to these matters, reported in current liabilities on the company’s consolidated balance sheets, which was subsequently paid in the fourth quarter of 2026.
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. Nonetheless, the company is unable to predict the outcome from such matters and it is possible that an adverse result could be material to the company’s financial conditions, results of operations and cash flows.
Environmental Matters
As of September 30, 2026, the company has an estimated environmental liability for a site that its predecessor company previously operated of approximately $18 million, of which $4 million is reported in other accrued liabilities and $14 million in other long-term liabilities on the company’s consolidated balance sheets. 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 September 30, 2026, 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.
Note 15 - Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is as follows:
| Total | Translation Adjustments | Pension and Postretirement Plans | ||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | ||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | |||||||||||||||||||
| Current period other comprehensive income (loss) | ( | |||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | ( | $ | ( | ||||||||||||||
20
Amounts reclassified out of accumulated other comprehensive loss are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Translation adjustments: | ||||||||||||||||||||||||||
Adjustment for substantial completion of liquidation of certain foreign subsidiaries(i) | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
Pension and postretirement plans(ii): | ||||||||||||||||||||||||||
| Amortization of prior service benefit | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of actuarial losses | ||||||||||||||||||||||||||
| Settlement losses | ||||||||||||||||||||||||||
| Total before tax | ||||||||||||||||||||||||||
| Income tax | ( | ( | ( | ( | ||||||||||||||||||||||
| Total reclassifications for the period | $ | $ | $ | $ | ||||||||||||||||||||||
(i) Reported in other (expense), net in the consolidated statements of income (loss). | ||
(ii)These items are included in net periodic pension and postretirement cost (see Note 4). | ||
Note 16 - Supplemental Cash Flow Information
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid during the period for: | |||||||||||
| Income taxes, net of refunds | $ | $ | |||||||||
| Interest | $ | $ | |||||||||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the consolidated statements of cash flows.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ | $ | |||||||||
Cash and cash equivalents subject to contractual restrictions, and are therefore not readily available, are classified as restricted cash. At September 30, 2026, 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.
Note 17 - Segment Information
The company’s reportable segments are as follows:
•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; and
•Enterprise Computing Solutions (ECS), which provides solutions that harness secure, high-intensity enterprise computing and enable digital services through software-defined operating environments.
21
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 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. The company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis.
Other, as presented in the reconciliation tables below, includes revenue and cost of revenue associated with the company’s United Kingdom business process outsourcing consolidated joint venture, which is a non-core business activity. Additionally, Other includes certain expenses within cost of revenue such as cost reduction charges, amortization of purchased intangibles and unusual and nonrecurring items that 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.
The following table presents certain financial information by reportable segments:
| Total Segments | DWS | CA&I | ECS | |||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Total Segments | DWS | CA&I | ECS | |||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
Presented below is a reconciliation of total segment revenue to total consolidated revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total segment revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||
| Total consolidated revenue | $ | $ | $ | $ | ||||||||||||||||||||||
22
Presented below is a reconciliation of total segment gross profit to consolidated income (loss) before income taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total segment gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
Other gross profit (loss) | ( | ( | ( | |||||||||||||||||||||||
| Total gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Research and development expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Goodwill and intangible asset impairment | ( | ( | ( | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Other (expense), net | ( | ( | ( | ( | ||||||||||||||||||||||
| Total loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Geographic information about the company’s revenue, which is principally based on location of the selling organization, is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Australia | $ | $ | $ | $ | ||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||
| Other foreign | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report.
Overview
For the three months ended September 30, 2026, the company reported net loss attributable to Unisys Corporation of $201.0 million, or $2.76 per diluted share, compared with a loss of $308.9 million, or $4.33 per diluted share, for the three months ended September 30, 2025. The net loss for the three months ended September 30, 2026 and 2025 included U.S. pension plan settlement losses net of tax of $151.2 million and $227.7 million, respectively. Additionally, for the three months ended September 30, 2025, the net loss attributable to Unisys Corporation included a goodwill impairment charge of $55.0 million, related to the Digital Workplace Solutions (DWS) reportable segment.
For the nine months ended September 30, 2026, the company reported net loss attributable to Unisys Corporation of $332.1 million, or $4.58 per diluted share, compared with a loss of $358.5 million, or $5.06 per diluted share, for the nine months ended September 30, 2025. The net loss for the nine months ended September 30, 2026 and 2025 included U.S. pension plan settlement losses net of tax of $151.2 million and $227.7 million, respectively. Additionally, the net loss for the nine months ended September 30, 2026 and 2025 included goodwill impairment charges of $47.2 million and $55.0 million, respectively, related to the DWS reportable segment.
In September 2026, the company purchased a group annuity contract, with plan assets, to transfer to a third-party issuer approximately $200 million of projected U.S. defined benefit pension liabilities. This action resulted in a pre-tax settlement loss of $151.2 million for both the three and nine months ended September 30, 2026.
Results of operations
Company results
Three months ended September 30, 2026 compared with the three months ended September 30, 2025
Revenue for the three months ended September 30, 2026 was $471.5 million compared with $460.2 million for the three months ended September 30, 2025, an increase of 2.5%. Foreign currency fluctuations had a 2 percentage-point positive impact on revenue in the current period compared with the prior-year period.
Effective in the second quarter of 2026, the company updated the naming conventions used to describe certain solution groupings to better reflect the nature of its offerings. The company renamed License and Support to ClearPath® and Excluding License and Support to Technology Solutions & Services (TS&S). These changes did not impact the company’s reportable segments, the recognition or measurement of revenue and expenses or the consolidated financial statements. As such, previously reported financial information has not been adjusted.
ClearPath represents software license and related support services, primarily ClearPath ForwardTM, within the company's Enterprise Computing Solutions (ECS) segment. Software license renewals tend to be significant and impactful to revenue and gross profit based on timing, which can fluctuate considerably from quarter to quarter. For the three months ended September 30, 2026, ClearPath revenue was $84.4 million compared to $83.0 million for the three months ended September 30, 2025, an increase of 1.7%. Foreign currency fluctuations had a 3 percentage-point positive impact on revenue in the current period compared with the prior-year period.
TS&S measures include the revenue, gross profit and gross profit margin of the company’s DWS segment, Cloud, Applications & Infrastructure Solutions (CA&I) segment and ECS segment, excluding ClearPath software license and support services. TS&S revenue for the three months ended September 30, 2026 was $387.1 million compared with $377.2 million for the three months ended September 30, 2025, an increase of 2.6%. Foreign currency fluctuations had a 2 percentage-point positive impact on revenue in the current period compared with the prior-year period.
During the three months ended September 30, 2026, the company recognized net cost-reduction charges related to workforce reductions of $4.2 million, compared with net charges of $1.0 million for the three months ended September 30, 2025. Additionally, during the three months ended September 30, 2026, the company recorded lease abandonment charges and other costs related to cost-reduction efforts of $2.6 million. See Note 3 of the Notes to Consolidated Financial Statements for details of the cost reductions actions.
24
The charges (credits) related to cost reduction actions were recorded in the following statement of income (loss) classifications:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
(In millions) | 2026 | 2025 | ||||||||||||||||||||||||
| Cost of revenue | $ | 4.0 | $ | (0.6) | ||||||||||||||||||||||
| Selling, general and administrative | 2.8 | 0.8 | ||||||||||||||||||||||||
| Research and development | — | 0.8 | ||||||||||||||||||||||||
| Total | $ | 6.8 | $ | 1.0 | ||||||||||||||||||||||
Gross profit and gross profit margin were $126.0 million and 26.7% for the three months ended September 30, 2026, respectively, compared with $117.2 million and 25.5% for the three months ended September 30, 2025, respectively. The increases were primarily driven by a higher mix of software licenses relative to hardware within ClearPath renewals, partially offset by higher cost reduction charges.
TS&S gross profit and gross profit margin were $64.3 million and 16.6%, respectively, for the three months ended September 30, 2026, compared with $70.2 million and 18.6% for the three months ended September 30, 2025, respectively. The decreases were primarily driven by higher cost reduction charges.
Additionally, during the three months ended September 30, 2026, gross profit margin and TS&S gross profit margin benefited by approximately 50 and 70 basis points, respectively, from a first quarter transaction within the company’s United Kingdom business process outsourcing consolidated joint venture. This transaction is expected to generate gross margin benefit of approximately $3 million quarterly and $12 million for full-year 2026. The financial impact of this transaction will be fully recognized by year end.
Selling, general and administrative expense in the three months ended September 30, 2026 was $95.1 million (20.2% of revenue) compared with $90.9 million (19.8% of revenue) for the three months ended September 30, 2025. The increase was primarily attributable to higher cost reduction charges and higher professional services expense.
Research and development expense for the three months ended September 30, 2026 and 2025 was $7.2 million and $4.8 million, respectively.
For the three months ended September 30, 2026, the company reported an operating profit of $23.7 million compared with an operating loss of $33.5 million in the three months ended September 30, 2025. For the three months ended September 30, 2025, the operating loss included a goodwill impairment charge of $55.0 million related to the DWS reportable segment.
Interest expense for the three months ended September 30, 2026 and 2025 was $19.0 million and $18.2 million, respectively.
Other (expense), net was expense of $183.2 million for the three months ended September 30, 2026, compared with expense of $241.2 million for the three months ended September 30, 2025. Other (expense), net for the three months ended September 30, 2026 and 2025 included U.S. pension plan settlement losses of $151.2 million and $227.7 million, respectively. See Note 6 of the Notes to Consolidated Financial Statements for details of other (expense), net.
The loss before income taxes for the three months ended September 30, 2026 was $178.5 million, compared with a loss of $292.9 million for the three months ended September 30, 2025. The loss before income taxes for the three months ended September 30, 2026 and 2025 included U.S. pension plan settlement losses of $151.2 million and $227.7 million, respectively. Additionally, the loss before income taxes for the three months ended September 30, 2025 included a goodwill impairment charge of $55.0 million related to the DWS reportable segment.
The provision for income taxes was $21.8 million for the three months ended September 30, 2026, compared with a provision of $16.3 million for the three months ended September 30, 2025. The change in the tax provision was primarily driven by the geographic distribution of income. The effective tax rate for the three months ended September 30, 2026 and 2025 was (12.2)% and (5.6)%, respectively, 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.
25
The company evaluates quarterly the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting such amount, if necessary. The company records a tax provision or benefit for those international subsidiaries that do not have a full valuation allowance against their 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 the company’s valuation allowance, except with respect to refundable tax credits and withholding taxes not creditable against future taxable income. As a result, the company’s provision or benefit for taxes may vary significantly period to period depending on the geographic distribution of income.
The realization of the company’s net deferred tax assets 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.
Net loss attributable to Unisys Corporation for the three months ended September 30, 2026 was $201.0 million, or $2.76 per diluted share, compared with a net loss of $308.9 million, or $4.33 per diluted share, for the three months ended September 30, 2025. The net loss for the three months ended September 30, 2026 and 2025 included U.S. pension plan settlement losses net of tax of $151.2 million and $227.7 million, respectively. Additionally, the net loss attributable to Unisys Corporation for the three months ended September 30, 2025 included a goodwill impairment charge of $55.0 million related to the DWS reportable segment.
Nine months ended September 30, 2026 compared with the nine months ended September 30, 2025
Revenue for the nine months ended September 30, 2026 was $1,382.6 million compared with $1,375.6 million for the nine months ended September 30, 2025, an increase of 0.5%. Foreign currency fluctuations had a 4 percentage-point positive impact on revenue in the current period compared with the prior-year period.
For the nine months ended September 30, 2026, ClearPath revenue was $219.6 million compared to $241.7 million for the nine months ended September 30, 2025, a decrease of 9.1%. The decrease was primarily driven by the timing of ClearPath license renewals. Foreign currency fluctuations had a 3 percentage-point positive impact on revenue in the current period compared with the prior-year period.
TS&S revenue for the nine months ended September 30, 2026 was $1,163.0 million compared with $1,133.9 million for the nine months ended September 30, 2025, an increase of 2.6%. Foreign currency fluctuations had a 4 percentage-point positive impact on revenue in the current period compared with the prior-year period.
During the nine months ended September 30, 2026, the company recognized net cost-reduction charges related to workforce reductions of $9.0 million, compared with net charges of $2.2 million for the nine months ended September 30, 2025. Additionally, during the nine months ended September 30, 2026, the company recorded lease abandonment charges and other costs relating to cost reduction efforts of $5.4 million. During the nine months ended September 30, 2025, the company recorded an asset write-off and other costs related to cost reduction charges of $3.5 million. See Note 3 of the Notes to Consolidated Financial Statements for details of the cost reductions actions.
The charges (credits) were recorded in the following statement of income (loss) classifications:
| Nine Months Ended September 30, | ||||||||||||||
(In millions) | 2026 | 2025 | ||||||||||||
| Cost of revenue | $ | 6.8 | $ | 4.5 | ||||||||||
| Selling, general and administrative | 7.7 | 0.4 | ||||||||||||
| Research and development | (0.1) | 0.8 | ||||||||||||
| Total | $ | 14.4 | $ | 5.7 | ||||||||||
Gross profit and gross profit margin were $355.8 million and 25.7% for the nine months ended September 30, 2026, respectively, compared with $354.7 million and 25.8% for the nine months ended September 30, 2025, respectively.
TS&S gross profit and gross profit margin were $214.8 million and 18.5%, respectively, for the nine months ended September 30, 2026, compared with $204.1 million and 18.0% for the nine months ended September 30, 2025, respectively.
During the nine months ended September 30, 2026, gross profit margin and TS&S gross profit margin benefited by approximately 50 and 70 basis points, respectively, from a first quarter transaction within the company’s United Kingdom business process outsourcing consolidated joint venture.
Selling, general and administrative expense in the nine months ended September 30, 2026 was $282.3 million (20.4% of revenue) compared with $281.3 million (20.4% of revenue) in the prior-year period.
26
Research and development expense for the nine months ended September 30, 2026 and 2025 was $17.8 million and $16.5 million, respectively.
For the nine months ended September 30, 2026, the company reported an operating profit of $7.0 million, which included a goodwill impairment charge of $47.2 million, compared with an operating profit of $1.9 million for the prior-year period, which included a goodwill impairment charge of $55.0 million.
Interest expense for the nine months ended September 30, 2026 was $55.8 million compared with $34.6 million for the nine months ended September 30, 2025. The increase was primarily due to increased long-term debt balance and higher interest rate following the issuance of $700.0 million aggregate principal amount of the 10.625% Senior Secured Notes due 2031 (the 2031 Notes) in June 2025.
Other (expense), net was expense of $232.6 million for the nine months ended September 30, 2026, compared with expense of $280.2 million for the nine months ended September 30, 2025. Other (expense), net for the nine months ended September 30, 2026 and 2025 included U.S. pension plan settlement losses of $151.2 million and $227.7 million, respectively. See Note 6 of the Notes to Consolidated Financial Statements for details of other (expense), net.
The loss before income taxes for the nine months ended September 30, 2026 was $281.4 million compared with a loss of $312.9 million for the nine months ended September 30, 2025. For the nine months ended September 30, 2026, the loss before income taxes included $151.2 million of a U.S. pension plan settlement loss and a goodwill impairment charge of $47.2 million. For the nine months ended September 30, 2025, the loss before income taxes included $227.7 million of a U.S. pension plan settlement loss and a goodwill impairment charge of $55.0 million.
The provision for income taxes was $51.3 million for the nine months ended September 30, 2026, compared with a provision of $46.9 million for the nine months ended September 30, 2025. The change in the tax provision was driven by the geographic distribution of income. The effective tax rate for the nine months ended September 30, 2026 and 2025 was (18.2)% and (15.0)%, respectively, 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.
Net loss attributable to Unisys Corporation for the nine months ended September 30, 2026 was $332.1 million, or $4.58 per diluted share, compared with a net loss of $358.5 million, or $5.06 per diluted share, for the nine months ended September 30, 2025. For the nine months ended September 30, 2026, the net loss attributable to Unisys Corporation included a U.S pension plan settlement loss net of tax of $151.2 million and a goodwill impairment charge of $47.2 million. For the nine months ended September 30, 2025, the net loss attributable to Unisys Corporation included a U.S pension plan settlement loss net of tax of $227.7 million and a goodwill impairment charge of $55.0 million.
The following table represents ClearPath and TS&S financial measures:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
(In millions, except for numbers presented as percentages) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| ClearPath revenue | $ | 84.4 | $ | 83.0 | $ | 219.6 | $ | 241.7 | ||||||||||||||||||
| TS&S revenue | 387.1 | 377.2 | 1,163.0 | 1,133.9 | ||||||||||||||||||||||
Total revenue | $ | 471.5 | $ | 460.2 | $ | 1,382.6 | $ | 1,375.6 | ||||||||||||||||||
| ClearPath gross profit | $ | 61.7 | $ | 47.0 | $ | 141.0 | $ | 150.6 | ||||||||||||||||||
| TS&S gross profit | 64.3 | 70.2 | 214.8 | 204.1 | ||||||||||||||||||||||
Total gross profit | $ | 126.0 | $ | 117.2 | $ | 355.8 | $ | 354.7 | ||||||||||||||||||
| ClearPath gross profit percent | 73.1 | % | 56.6 | % | 64.2 | % | 62.3 | % | ||||||||||||||||||
| TS&S gross profit percent | 16.6 | % | 18.6 | % | 18.5 | % | 18.0 | % | ||||||||||||||||||
Total gross profit percent | 26.7 | % | 25.5 | % | 25.7 | % | 25.8 | % | ||||||||||||||||||
Segment results
The company’s reportable segments are as follows:
•Digital Workplace Solutions (DWS), which provides workplace solutions featuring intelligent workplace services, proactive experience management and collaboration tools to support business growth;
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•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; and
•Enterprise Computing Solutions (ECS), which provides solutions that harness secure, high-intensity enterprise computing and enable digital services through software-defined operating environments.
The company evaluates the performance of the segments based on segment revenue and segment gross profit. Segment revenue and segment gross profit are exclusive of certain activities and expenses that are not allocated to specific segments including the business activities related to the company’s United Kingdom business process outsourcing consolidated joint venture and certain expenses such as cost reduction charges, amortization of purchased intangibles and unusual and nonrecurring items that are not allocated to specific segments. These amounts are combined within other revenue and other gross profit (loss) to arrive at consolidated revenue and consolidated gross profit (loss). See Note 17 of the Notes to Consolidated Financial Statements for the reconciliations of segment revenue to total consolidated revenue and segment gross profit to total consolidated loss before income taxes.
Three months ended September 30, 2026 compared with the three months ended September 30, 2025
A summary of the company’s operations by segment is presented below:
| Total Segments | DWS | CA&I | ECS | |||||||||||||||||||||||
(In millions, except for numbers presented as percentages) | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Revenue | $ | 451.1 | $ | 130.2 | $ | 180.3 | $ | 140.6 | ||||||||||||||||||
| Gross profit percent | 28.3 | % | 9.5 | % | 20.6 | % | 55.5 | % | ||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Revenue | $ | 438.9 | $ | 125.3 | $ | 180.4 | $ | 133.2 | ||||||||||||||||||
| Gross profit percent | 26.7 | % | 16.2 | % | 19.6 | % | 46.2 | % | ||||||||||||||||||
DWS revenue was $130.2 million for the three months ended September 30, 2026 and $125.3 million for the three months ended September 30, 2025, an increase of 3.9%. The increase in revenue was primarily driven by higher hardware revenue. Foreign currency fluctuations had a 2 percentage-point positive impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 9.5% in the current period compared with 16.2% in the prior-year period. The decrease in gross profit percent was primarily due to known client attrition, and increased implementation and delivery costs.
CA&I revenue was $180.3 million for the three months ended September 30, 2026 and $180.4 million for the three months ended September 30, 2025, a decrease of 0.1%. Foreign currency fluctuations had a 1 percentage-point positive impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 20.6% in the current period compared with 19.6% in the prior-year period. The increase in gross profit percent was primarily driven by delivery improvements.
ECS revenue was $140.6 million for the three months ended September 30, 2026 and $133.2 million for the three months ended September 30, 2025, an increase of 5.6%. The increase in revenue was primarily driven by higher specialized project work in the business processing solutions. Foreign currency fluctuations had a 3 percentage-point positive impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 55.5% in the current period compared with 46.2% in the prior-year period. The increase in gross profit percent was primarily driven by a higher mix of software licenses relative to hardware within ClearPath renewals.
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Nine months ended September 30, 2026 compared with the nine months ended September 30, 2025
A summary of the company’s operations by segment is presented below:
| Total Segments | DWS | CA&I | ECS | |||||||||||||||||||||||
(In millions, except for numbers presented as percentages) | ||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Revenue | $ | 1,318.8 | $ | 390.3 | $ | 546.7 | $ | 381.8 | ||||||||||||||||||
| Gross profit percent | 26.9 | % | 11.2 | % | 22.5 | % | 49.4 | % | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Revenue | $ | 1,316.3 | $ | 382.0 | $ | 542.2 | $ | 392.1 | ||||||||||||||||||
| Gross profit percent | 27.5 | % | 15.9 | % | 20.0 | % | 49.3 | % | ||||||||||||||||||
DWS revenue was $390.3 million for the nine months ended September 30, 2026 and $382.0 million for the nine months ended September 30, 2025, an increase of 2.2%. Foreign currency fluctuations had a 4 percentage-point positive impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 11.2% in the current period compared with 15.9% in the prior-year period. The decrease in gross profit percent was primarily due to known client attrition, and increased implementation and delivery costs.
CA&I revenue was $546.7 million for the nine months ended September 30, 2026 and $542.2 million for the nine months ended September 30, 2025, an increase of 0.8%. Foreign currency fluctuations had a 3 percentage-point positive impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 22.5% in the current period compared with 20.0% in the prior-year period. The increase in gross profit percent was primarily driven by delivery improvements.
ECS revenue was $381.8 million for the nine months ended September 30, 2026 and $392.1 million for the nine months ended September 30, 2025, a decrease of 2.6%. The decrease in revenue was primarily driven by the timing of ClearPath license renewals. Foreign currency fluctuations had a 4 percentage-point positive impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 49.4% in the current period compared with 49.3% in the prior-year period.
Total Contract Value and Backlog
Total Contract Value (TCV) represents the initial estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. Changes to contracts and scope are treated as TCV only to the extent of the incremental new value. New Business TCV represents TCV attributable to expansion and new scope for existing clients and new logo contracts. ClearPath TCV is driven by software license renewals, and as such, changes in timing or terms of renewals can lead to fluctuations from period to period. Measuring TCV involves the use of estimates and judgments and the extent and timing of conversion of TCV to revenue may be impacted by, among other factors, the types of services and solutions sold, contract duration, the pace of client spending, actual volumes of services delivered as compared to the volumes anticipated at the time of contract signing, and contract modifications, including, without limitation, contract nullification and termination, over the lifetime of a contract.
Backlog represents the estimated amount of future revenue to be recognized under contracted work, which has not yet been delivered or performed. The timing of conversion of backlog to revenue may be impacted by, among other factors, the timing of execution, the extension, nullification or early termination of existing contracts with or without penalty, adjustments to estimates in pricing or volumes for previously included contracts, seasonality and foreign currency exchange rates.
The following table summarizes the company’s TCV metrics.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
(In millions, except numbers presented as percentages) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
New Business (i) | $ | 221 | $ | 124 | 78 | % | $ | 571 | $ | 355 | 61 | % | ||||||||||||||||||||||||||
| TS&S Renewals | 275 | 230 | 20 | % | 545 | 572 | (5) | % | ||||||||||||||||||||||||||||||
| ClearPath Renewals | 98 | 61 | 61 | % | 174 | 131 | 33 | % | ||||||||||||||||||||||||||||||
Total TCV | $ | 594 | $ | 415 | 43 | % | $ | 1,290 | $ | 1,058 | 22 | % | ||||||||||||||||||||||||||
(i) New Business relates to expansion and new scope for existing clients and new logo contracts.
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Backlog was $2.92 billion as of September 30, 2026 compared to $2.83 billion as of September 30, 2025.
The company believes that actual revenue reflects the most relevant measure necessary to understand the company’s results of operations, but TCV can be a useful leading indicator of the company’s ability to generate future revenue over time and backlog can be a useful metric and indicator of the company’s estimate of contracted revenue to be realized in the future, in each case subject to certain inherent limitations as explained above. TCV and backlog should not be relied upon as substitutes for, or considered in isolation from, measures in accordance with generally accepted accounting principles in the United States of America.
Financial condition
The company’s principal sources of liquidity are cash on hand, cash from operations and its revolving credit facility, discussed below. The company and certain international subsidiaries have access to uncommitted lines of credit from various banks. The company believes that it will have adequate sources of liquidity to meet its expected cash requirements for at least the next twelve months.
Cash and cash equivalents at September 30, 2026 were $264.2 million compared to $413.9 million at December 31, 2025. The decrease in cash and cash equivalents is primarily due to the timing of cash interest payments associated with the 2031 Notes and pension and postretirement cash contributions.
As of September 30, 2026, $187.1 million of cash and cash equivalents were held by the company’s foreign subsidiaries and branches operating outside of the U.S. The company may not be able to readily transfer approximately one-quarter of these funds out of the country in which they are located as a result of local restrictions, contractual or other legal arrangements or commercial considerations. At September 30, 2026, the company maintained 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.
During the nine months ended September 30, 2026, cash used for operations was $66.5 million compared to cash used for operations of $244.9 million during the nine months ended September 30, 2025. The improvement in cash used for operations was primarily attributable to a discretionary cash contribution of $250 million to the company’s U.S. defined benefit pension plans in the prior-year period.
During the nine months ended September 30, 2026, cash used for investing activities was $65.8 million compared with cash used for investing activities of $21.6 million during the nine months ended September 30, 2025. In the current period, the investment in marketable software was $32.4 million compared with $36.1 million in the prior-year period and capital additions of properties and other assets were $33.3 million compared with $22.4 million in the prior-year period. During the nine months ended September 30, 2025, net proceeds of foreign exchange forward contracts were $37.0 million. Proceeds from foreign exchange forward contracts and purchases of foreign exchange forward contracts represent derivative financial instruments used to reduce the company’s currency exposure to market risks from changes in foreign currency exchange rates. During the third quarter of 2025, the company ceased its use of foreign currency forward contracts.
During the nine months ended September 30, 2026, cash used for financing activities was $13.1 million compared with cash provided by financing activities of $188.1 million during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, cash provided by financing activities included the net proceeds received from the issuance of the 2031 Notes, partially offset by the repurchase of the 6.875% Senior Secured Notes due November 1, 2027.
At September 30, 2026, total debt was $731.4 million compared to $741.7 million at December 31, 2025. During the nine months ended September 30, 2026, the company repurchased $1.6 million of the 2031 Notes from the open market for $1.4 million.
Asset Based Lending (ABL) Credit Facility
The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which matures in June 2030. The Amended and Restated ABL Credit Facility provides for revolving loans and letters of credit up to an aggregate amount of $125.0 million (with a limit on letters of credit of $40.0 million), with an uncommitted accordion feature allowing for the aggregate amount available to be increased up to $155.0 million upon the satisfaction of certain specified conditions.
Availability under the Amended and Restated ABL Credit Facility is subject to a borrowing base calculated by reference to the company’s receivables. At September 30, 2026, the company had no borrowings and $6.5 million of letters of credit outstanding. Availability under the Amended and Restated ABL Credit Facility was $89.1 million, net of letters of credit issued. Any borrowings under the Amended and Restated ABL Credit Facility will be subject to variable interest rates.
At September 30, 2026, the company has met all covenants and conditions under its various lending and funding agreements. For at least the next 12 months, the company expects to continue to meet these covenants and conditions.
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Pension and Postretirement Benefits
In September 2026, the company purchased a group annuity contract, with plan assets, to transfer to a third-party issuer approximately $200 million of projected U.S defined benefit pension liabilities. This action resulted in a pre-tax settlement loss of $151.2 million for both the three and nine months ended September 30, 2026. With the purchase of this group annuity contract, the company has reduced approximately $520 million of U.S qualified defined benefit pension plan liabilities since the third quarter of 2025, working towards its approximately $600 million reduction target. The company expects to complete an additional pension settlement in the first half of 2027 to substantially achieve this objective.
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.
For the nine months ended September 30, 2026, the company made cash contributions totaling $87.7 million to its global defined benefit pension plans. For the remainder of 2026, the company expects to make cash contributions of approximately $9 million, resulting in total expected 2026 cash contributions of approximately $97 million to the company’s global defined benefit pension plans. These contributions are expected to include approximately $47 million to the company’s U.S. qualified defined benefit pension plans and approximately $50 million, primarily to the company’s international defined benefit pension plans. Based on current funding requirements and assumptions, the company estimates future total cash contributions of approximately $101 million in 2027 to its global defined benefit pension plans. Actual future contributions may differ based on changes in regulatory requirements, interest rates, asset performance and other factors.
For the nine months ended September 30, 2025, the company made cash contributions of $317.2 million, including a discretionary contribution of $250 million to its U.S. defined benefit pension plans.
If the company is not able to generate sufficient cash flows from operations, it may need to obtain additional funding in order to make these contributions. 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.
From time to time, the company may explore a variety of additional debt and equity sources to fund its liquidity and capital needs.
The company may, from time to time, redeem, tender for, or repurchase its securities in the open market or in privately negotiated transactions depending upon availability, market conditions and other factors.
The company does not have any off-balance sheet arrangements that are material or reasonably likely to become material to its financial condition or results of operations.
Critical accounting policies and estimates
There have been no significant changes to the company’s critical accounting policies and estimates as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, except as follows.
Goodwill
The company reviews goodwill for impairment annually in the fourth quarter using data as of September 30 of that year, as well as whenever there are events or changes in circumstances (triggering events), which indicate that the carrying amount may not be recoverable.
The company initially assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment considers all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance, changes in share price and relevant entity-specific events.
If, after completing the qualitative assessment, the company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the company proceeds to perform a subsequent quantitative goodwill impairment test. Alternatively, the company may elect to bypass the qualitative assessment and perform the quantitative impairment test. The quantitative goodwill impairment test compares each reporting unit’s fair value to its carrying value. If the reporting unit’s fair value exceeds its carrying value, no further procedures are required. However, if a reporting unit’s fair value is less than its carrying value, then an impairment charge is recorded in the amount of the excess.
When the company performs the quantitative goodwill impairment test for a reporting unit, it estimates the fair value of the reporting unit using both the income approach and the market approach. The methodology used to determine the fair values using the income and market approaches, as described below, are weighted to determine the fair value for each reporting unit.
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The income approach is a forward-looking approach to estimating fair value and relies primarily on internal forecasts. Within the income approach, the discounted cash flow method is used. The company starts with a forecast of all expected net cash flows associated with the reporting unit, which includes the application of a terminal value, and then a reporting unit-specific discount rate is applied to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include the amount and timing of projected net cash flows, long-term growth rate and the discount rate. Cash flow projections are based on management’s estimates of economic and market conditions, which drive key assumptions of revenue growth rates and operating margins. The discount rate, in turn, is based on various market factors and specific risk characteristics of each reporting unit.
The market approach relies primarily on external information for estimating the fair value. Some of the more significant estimates and assumptions inherent in this approach include the selection of appropriate guideline companies and the selected performance metric used in this approach.
Estimating the fair value of reporting units requires the use of estimates and significant judgments about key assumptions. There are a number of factors, including potential events and changes in circumstances that could change in future periods, including: projected operating results; valuation multiples exhibited by the company and by companies considered comparable to the reporting units; and other macro-economic factors that could impact the discount rate. It is reasonably possible that the judgments and estimates described above could change in future periods, which could have a significant impact on the fair value of the related reporting units.
During the second quarter of 2026, the company reviewed its estimated long-term expected future cash flows for its DWS reporting unit. DWS projected gross profit was below the previous estimated forecast primarily due to continued competitive pressure resulting from industry and macro-economic conditions. Based on this, the company concluded that a triggering event existed and conducted a quantitative goodwill assessment for the DWS reporting unit during the second quarter of 2026. The fair value of the DWS reporting unit was estimated using a combination of discounted cash flows and market-based valuation methodologies as noted above. Based on this goodwill impairment analysis, the carrying value of the DWS reporting unit exceeded its fair value, resulting in the recognition of a goodwill impairment charge of $47.2 million in the second quarter of 2026. The impairment charge represented the entire remaining goodwill balance allocated to the DWS reporting unit, resulting in a full write-off of the reporting unit's goodwill.
Based on the annual impairment analysis performed during the fourth quarter of 2025, the CA&I reporting unit had a 20% excess of fair value over book value, including goodwill.
The company continuously monitors and evaluates relevant events and circumstances that could unfavorably impact the significant assumptions noted above, including changes to U.S. 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. Although the goodwill associated with the DWS reporting unit was fully impaired as of June 30, 2026, it is possible that future changes in such circumstances or in the inputs and assumptions used in estimating the fair value of the company’s other reporting units could require the company to record an additional non-cash impairment charge.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the company’s assessment of its sensitivity to market risk since its disclosure in its Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, management performed, with the participation of the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), an evaluation of the effectiveness of the company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based upon that evaluation, the CEO and the CFO concluded that, as of September 30, 2026, the company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the U.S. Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to legal proceedings is set forth in Note 14 of the Notes to Consolidated Financial Statements, and such information is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the “Risk Factors” in Part I, Item 1A of the company’s Annual Report on Form 10-K for the year ended December 31, 2025, except as follows:
Impairment of goodwill has negatively impacted our results of operations. If our goodwill or intangible assets are further or fully impaired in the future, our results of operations will be negatively impacted further.
On an annual basis, and whenever circumstances arise, we review goodwill and intangible assets for impairment. The impairment test is based on several factors, estimates and assumptions, including macroeconomic conditions, industry and market considerations, overall financial performance, market capitalization and relevant entity-specific events. Significant changes to these factors could impact the assumptions used in calculating the fair value of goodwill or intangible assets and may indicate potential impairment. As described in Note 12 of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, during the second quarter of 2026, we determined that a triggering event had occurred and therefore performed a quantitative goodwill impairment test for the Digital Workplace Solutions (DWS) reporting unit. As a result, we recorded a goodwill impairment charge of $47.2 million during the second quarter of 2026. The impairment charge represented the entire remaining goodwill balance allocated to the DWS reporting unit, resulting in a full write-off of the reporting unit's goodwill. Additionally, during the second quarter of 2026, we recorded an impairment charge of $1.5 million related to a customer relationship intangible asset. The impairment was triggered by revised expectations regarding future cash flows.
We will continue to conduct an impairment analysis of our goodwill and intangible assets on an annual basis, as well as whenever there are events or changes in circumstances (triggering events), which indicate that the carrying amount may not be recoverable. We could be required to record additional impairment charges in the future if any recoverability assessments indicate that the carrying values of our goodwill or intangible assets exceed their estimated fair values or are otherwise not recoverable. Further impairments of our goodwill or intangible assets would adversely affect our results of operations.
Although the goodwill associated with the DWS reporting unit has been fully impaired, it is possible that future changes in circumstances or in the inputs and assumptions used in estimating the fair value of our other reporting units could require us to record additional impairment charges.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 5. Other Information
Trading Arrangements
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated
On September 15, 2026 , David Brown , our Vice President, Chief Accounting Officer and Corporate Controller , adopted a Rule 10b5-1 trading arrangement, which is intended to satisfy the affirmative defense of Rule 10b5-1(c). The Rule 10b5-1 trading arrangement provides for sales of up to 77,837 shares of our common stock beginning February 24, 2027 until March 6, 2028 , or once all of the shares have been sold. Actual sale transactions will be disclosed publicly in filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations.
Item 6. Exhibits
See Exhibit Index
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EXHIBIT INDEX
| Exhibit Number | Description | ||||
| 10.1 | Form of Change of Control Agreement by and between Unisys Corporation and each of its executive officers | ||||
| 10.2 | Amendment, dated July 28, 2026, to the Unisys Corporation 2005 Deferred Compensation Plan, as amended and restated effective September 19, 2014 except as otherwise noted therein (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026) | ||||
| 31.1 | Certification of Michael M. Thomson, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | ||||
| 31.2 | Certification of Debra McCann, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | ||||
| 32.1 | Certification of Michael M. Thomson, Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 | ||||
| 32.2 | Certification of Debra McCann, Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 | ||||
| 101 | The following financial information from Unisys Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Income (Loss), (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity (Deficit), and (vi) Notes to Consolidated Financial Statements | ||||
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| UNISYS CORPORATION | ||||||||
Date: November 5, 2026 | By: | /s/ Debra McCann | ||||||
| Debra McCann | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| By: | /s/ David Brown | |||||||
| David Brown | ||||||||
| Vice President, Chief Accounting Officer and Corporate Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
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