Note 46 — Leases and commitments

Leases

The company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the company if the company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The company is the lessee in lease agreements that include lease and non-lease components, which the company accounts for as a single lease component for all personal property leases. The company also has lease agreements in which it is the lessor that include lease and non-lease components. For these agreements, the company accounts for these components as a single lease component. Lease expense for variable leases and short-term leases is recognized when the expense is incurred.

Operating leases are included in operating lease right-of-use (ROU) assets, other accrued liabilities and long-term operating lease liabilities on the consolidated balance sheets. Operating lease ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term.

Finance leases are included in outsourcing assets, net and long-term debt on the consolidated balance sheets. Finance lease ROU assets and lease liabilities are initially measured in the same manner as operating leases. Finance lease ROU assets are amortized using the straight-line method. Finance lease liabilities are measured at amortized cost using the effective interest method.

The company has not capitalized leases with terms of twelve months or less.

As most of the company’s leases do not provide an implicit rate, the company uses its incremental borrowing rate, based on the information available at the lease commencement date, in determining the present value of lease payments. The company determines the incremental borrowing rate using the portfolio approach considering lease term and lease currency.

The lease term for all of the company’s leases includes the non-cancelable period of the lease plus any additional periods covered by either a company option to extend (or not to terminate) the lease that the company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, amounts expected to be payable under a residual value guarantee and the exercise of the company option to purchase the underlying asset, if reasonably certain.

Variable lease payments associated with the company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as an operating expense in the company’s consolidated results of operations in the same line item as expense arising from fixed lease payments (operating leases) or amortization of the ROU asset (finance leases).

The company uses the long-lived assets impairment guidance in ASC Subtopic 360-10 Property, Plant, and Equipment to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. If impaired, ROU assets for operating and finance leases are reduced for any impairment losses.

The company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in the consolidated statement of ~~income.~~income (loss).

The company has commitments under operating leases for certain facilities and equipment used in its operations. The company also has finance leases for equipment. The company’s leases generally have initial lease terms ranging from 1 year to 8 years, most of which include options to extend or renew the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. Certain lease agreements contain provisions for future rent increases.

The components of lease expense ~~for the year ended December 31, 2019~~ are as follows:

Year ended December 31, 2019
Operating lease cost $ 69.8
Finance lease cost
Amortization of right-of-use assets 1.6
Interest on lease liabilities 0.3
Total finance lease cost 1.9
Short-term lease costs 0.6
Variable lease cost 16.6
Sublease income (0.7 )
Total lease cost $ 88.2

~~Rental expense and income from subleases for the years ended December 31, 2018 and 2017, prior to the adoption of ASU 2016-02 as described in Note 2 of this Form 10-K were as follows:~~

Year ended December 31, 2018
2017
Rental expense, less income from subleases $ 67.4
$ 71.7
Income from subleases $ 3.1
$ 4.4


Year ended December 31,	2021		2020		2019
Operating lease cost	$	39.7	$	42.3	$	37.9
Finance lease cost
Amortization of right-of-use assets	1.8		1.7		1.6
Interest on lease liabilities	0.1		0.2		0.3
Total finance lease cost	1.9		1.9		1.9
Short-term lease costs	0.9		1.4		0.6
Variable lease cost	11.5		10.3		13.7
Sublease income	(4.4)		(12.1)		(0.7)
Total lease cost	$	49.6	$	43.8	$	53.4

Supplemental balance sheet information related to leases is as follows:

As of December 31, 2019

Operating Leases
Operating lease right-of-use assets $ 127.1
Other accrued liabilities 70.0
Long-term operating lease liabilities 83.6
Total operating lease liabilities $ 153.6

Finance Leases
Outsourcing assets, net $ 4.6
Current maturities of long-term debt 1.8
Long-term debt 3.5
Total finance lease liabilities $ 5.3

Weighted-Average Remaining Lease Term (in years)

Operating leases 3.1
Finance leases 3.0

Weighted-Average Discount Rate
Operating leases 6.3
%
Finance leases 5.0
%


As of December 31,	2021			2020
Operating Leases
Operating lease right-of-use assets	$	62.7		$	79.3
Other accrued liabilities	35.4			37.1
Long-term operating lease liabilities	46.1			62.4
Total operating lease liabilities	$	81.5		$	99.5

Finance Leases
Outsourcing assets, net	$	1.2		$	2.9
Current maturities of long-term debt	1.6			2.4
Long-term debt	1.1			3.1
Total finance lease liabilities	$	2.7		$	5.5

Weighted-Average Remaining Lease Term (in years)
Operating leases	2.7			2.3
Finance leases	1.2			2.0

Weighted-Average Discount Rate
Operating leases	6.1		%	6.4		%
Finance leases	5.5		%	5.2		%

Supplemental cash flow information related to leases is as follows:

Year ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments for operating leases included in operating activities $ 73.2
Cash payments for finance leases included in financing activities 1.7
Cash payments for finance lease included in operating activities 0.3


Years ended December 31,	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments for operating leases included in operating activities	$	44.9	$	41.6
Cash payments for finance leases included in financing activities	1.9		1.8
Cash payments for finance lease included in operating activities	0.1		0.2

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


Years ended December 31,	2021		2020
Operating leases	$	20.4	$	40.9

Year ended December 31, 2019
Operating leases $ 69.6
Finance leases 1.5

Maturities of lease liabilities as of December 31, ~~2019~~2021 are as follows:

Year Finance Leases Operating Leases
2020 $ 2.0
$ 77.2
2021 2.0
38.7
2022 1.4
23.8
2023 0.3
12.7
2024 0.1
10.3
Thereafter —
6.3
Total lease payments 5.8
169.0
Less imputed interest 0.5
15.4
Total $ 5.3
$ 153.6

~~Maturities of lease liabilities as of December 31, 2018, prior to the adoption of ASU No. 2016-02 as described in Note 2 of this Form 10-K are as follows:~~

Year Finance Leases
Operating Leases⁽ⁱ⁾
2019 $ 1.6
$ 48.5
2020 1.6
42.1
2021 1.6
30.0
2022 1.0
20.8
2023 —
14.3
Thereafter —
24.4
Total $ 5.8
$ 180.1

⁽ⁱ⁾~~Such rental commitments have been reduced by minimum sublease rentals of $2.7 million, due in the future under noncancelable leases.~~


Year	Finance Leases		Operating Leases
2022	$	1.6	$	39.2
2023	0.7		25.6
2024	0.5		15.8
2025	—		6.1
2026	—		2.0
Thereafter	—		—
Total lease payments	2.8		88.7
Less imputed interest	0.1		7.2
Total	$	2.7	$	81.5

For transactions where the company is considered the lessor, revenue for operating leases is recognized on a monthly basis over the term of the lease and for sales-type leases at the inception of the lease term. These amounts were immaterial for ~~the year ended December 31, 2019.~~

all periods presented. As of December 31, ~~2019,~~2021, receivables under sales-type leases before the allowance for unearned income were collectible as follows:

Year
2020 $ 19.7
2021 13.7
2022 12.6
2023 12.5
2024 12.0
Thereafter 5.4
Total $ 75.9


Year
2022	$	36.4
2023	10.3
2024	11.6
2025	7.4
2026	5.2
Thereafter	0.5
Total	$	71.4

Other Commitments

At December 31, ~~2019,~~2021, the company had outstanding standby letters of credit and surety bonds totaling approximately ~~$258~~$198 million related to performance and payment guarantees. On the basis of experience with these arrangements, the company believes that any obligations that may arise will not be material. In addition, at December 31, ~~2019,~~2021, the company had deposits and collateral of approximately ~~$12~~$8 million in other long-term assets, principally related to tax contingencies in Brazil.

Note 57 — ~~Foreign currency~~Other (expense), net

~~Effective July 1, 2018,~~Other (expense), net is comprised of the following:


Year ended December 31,	2021		2020		2019
Postretirement expense*	$	(548.6)	$	(235.9)	$	(93.3)
Debt extinguishment charge	—		(28.5)		(20.1)
Foreign exchange losses**	(2.5)		(36.2)		(10.4)
Environmental costs and other, net	(29.2)		(29.0)		(12.6)
Total other (expense), net	$	(580.3)	$	(329.6)	$	(136.4)

*Includes $499.4 million of settlement losses in 2021 related to the company’s ~~Argentinian subsidiary began~~defined benefit pension plans and $142.1 million settlement loss in 2020 related to apply highly inflationary accounting due to cumulative inflation of approximately 100 percent or more over the last 3-year period. For those international subsidiaries operating in highly inflationary economies, the U.S. dollar is the functional currency, and as such, nonmonetary assets and liabilities are translated at historical exchange rates, and monetary assets and liabilities are translated at current exchange rates. Exchange gains and losses arising from translation are included in other income (expense), net. At December 31, 2019, the company’s operations in Argentina had net monetary assets denominated in local currencydefined benefit pension plans. See Note 18, “Employee plans.”

**Includes charges of ~~approximately $6.2 million.~~

During the years ended December 31, 2019, 2018 and 2017, the company recognized foreign exchange gains (losses) in “Other income (expense), net” in its consolidated statements of income of $(10.4) million, $(5.9)$4.0 million and ~~$(9.9)~~$32.3 million, ~~respectively. The year ended December 31, 2017 also includes $11.8 million of~~respectively, in 2021 and 2020 for net foreign currency losses related to ~~exiting~~substantial completion of liquidation of foreign ~~countries in connection with the company’s restructuring plan.~~subsidiaries.

Note 68 — Income taxes

Following is the total ~~income (loss)~~loss from continuing operations before income taxes and the provision (benefit) for income ~~taxes for the three years ended December 31, 2019.~~taxes.

Year ended December 31, 2019
2018
2017
Income (loss) before income taxes
United States $ (48.1 ) $ (53.6 ) $ (152.7 )
Foreign 87.8
196.8
80.6
Total income (loss) before income taxes $ 39.7
$ 143.2
$ (72.1 )
Provision for income taxes
Current
United States $ 7.6
$ 4.7
$ (42.8 )
Foreign 41.0
51.4
33.9
Total 48.6
56.1
(8.9 )
Deferred
Foreign 4.4
8.2
3.4
Total provision (benefit) for income taxes $ 53.0
$ 64.3
$ (5.5 )


Year ended December 31,	2021		2020		2019
Income (loss) from continuing operations before income taxes
United States	$	(443.5)	$	(316.3)	$	(148.4)
Foreign	(18.2)		44.5		87.8
Total income (loss) from continuing operations before income taxes	$	(461.7)	$	(271.8)	$	(60.6)
Provision (benefit) for income taxes
Current
United States	$	9.1	$	7.3	$	(17.7)
Foreign	38.1		51.5		41.0
Total	47.2		58.8		23.3
Deferred
Foreign	(59.1)		(13.4)		4.4
Total (benefit) provision for income taxes	$	(11.9)	$	45.4	$	27.7

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


Year ended December 31,	2021		2020		2019
United States statutory income tax provision (benefit)	$	(96.9)	$	(57.1)	$	(12.7)
Income and losses for which no provision or benefit has been recognized	91.1		78.6		23.9
Foreign rate differential and other foreign tax expense	0.4		5.9		3.2
Income tax withholdings	13.5		16.8		17.6
Permanent items	(1.8)		0.8		(2.5)
Enacted rate changes	(17.1)		(4.0)		0.5
Change in uncertain tax positions	(0.3)		3.6		0.2
Change in valuation allowances due to changes in judgment	(0.8)		2.9		(2.3)
Income tax credits, U.S.	—		(2.1)		(0.2)
(Benefit) provision for income taxes	$	(11.9)	$	45.4	$	27.7

Year ended December 31, 2019
2018
2017
United States statutory income tax provision (benefit) $ 8.3
$ 30.1
$ (25.2 )
Income and losses for which no provision or benefit has been recognized 28.2
22.2
70.3
Foreign rate differential and other foreign tax expense 3.2
9.5
(11.3 )
Income tax withholdings 17.6
19.3
16.8
Permanent items (2.5 ) (5.0 ) (3.0 )
Enacted rate changes 0.5
(2.3 ) (0.4 )
Change in uncertain tax positions 0.2
(1.2 ) 2.3
Change in valuation allowances due to changes in judgment (2.3 ) (5.9 ) (4.6 )
Income tax credits, U.S. (0.2 ) (2.4 ) (50.4 )
Provision (benefit) for income taxes $ 53.0
$ 64.3
$ (5.5 )

The Tax Cuts & Jobs Act (TCJA) reduced the U.S. federal income tax rate from 35% to 21% effective January 1, 2018, with no net financial statement impact due to the valuation allowance recorded against all U.S. deferred tax assets.

~~Included in 2017 was a benefit of $50.4 million principally related to the TCJA’s elimination of the corporate Alternative Minimum Tax (AMT) and refund of all remaining AMT credits.~~

The 2018 provision for income taxes included $(2.2) million due to a reduction in the Netherlands income tax rate, which was enacted in the fourth quarter of 2018 and reduced the rate from 25% to 20.5% effective January 1, 2021.

The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities ~~at December 31, 2019 and 2018~~ were as follows:


As of December 31,	2021		2020
Deferred tax assets
Tax loss carryforwards	$	840.4	$	795.2
Postretirement benefits	211.8		253.0
Foreign tax credit carryforwards	145.9		201.3
Other tax credit carryforwards	31.9		29.2
Deferred revenue	35.8		31.1
Employee benefits and compensation	25.8		25.3
Purchased capitalized software	24.2		24.1
Depreciation	31.6		28.2
Warranty, bad debts and other reserves	7.5		10.5
Capitalized costs	3.9		8.1
Other	46.1		52.0
	1,404.9		1,458.0
Valuation allowance	(1,226.2)		(1,271.5)
Total deferred tax assets	$	178.7	$	186.5
Deferred tax liabilities
Capitalized research and development	$	43.1	$	47.4
Other	29.5		29.8
Total deferred tax liabilities	$	72.6	$	77.2
Net deferred tax assets	$	106.1	$	109.3

As of December 31, 2019
2018
Deferred tax assets
Tax loss carryforwards $ 841.1
$ 860.0
Postretirement benefits 434.4
440.3
Foreign tax credit carryforwards 211.5
221.6
Other tax credit carryforwards 30.3
29.8
Deferred revenue 42.8
37.1
Employee benefits and compensation 31.2
31.1
Purchased capitalized software 31.2
22.9
Depreciation 28.1
20.1
Warranty, bad debts and other reserves 5.9
4.8
Capitalized costs 7.1
5.1
Other 27.9
30.4
1,691.5
1,703.2
Valuation allowance (1,524.7 ) (1,547.5 )
Total deferred tax assets $ 166.8
$ 155.7
Deferred tax liabilities
Capitalized research and development $ 44.7
$ 36.1
Other 29.0
30.2
Total deferred tax liabilities $ 73.7
$ 66.3
Net deferred tax assets $ 93.1
$ 89.4
During 2021, the company’s valuation allowance declined by $45.3 million principally due to the recognition of a net income tax expense of $(102.1) million including net tax benefit of $0.8 million, expired net operating losses/tax credits of $50.0 million, translation adjustments of $18.4 million and other activity of $79.0 million.

During 2020, the company’s valuation allowance declined by $253.2 million principally due to the recognition of a net income tax benefit of $189.0 million including net tax expense of $2.9 million, expired net operating losses/tax credits of $28.9 million, translation adjustments of $(20.9) million and other activity of $56.2 million.

At December 31, ~~2019,~~2021, the company has tax effected tax loss carryforwards as follows:

As of December 31, 2019
U.S. Federal $ 348.2
State and local 247.8
Foreign 245.1
Total tax loss carryforwards $ 841.1


As of December 31,	2021
U.S. Federal	$	370.7
State and local	203.4
Foreign	266.3
Total tax loss carryforwards	$	840.4

These carryforwards will expire as follows:


Year
2022	$	13.8
2023	13.0
2024	13.0
2025	15.5
2026	10.3
Thereafter	502.3
Unlimited	272.5
Total	$	840.4

Year
2020 $ 23.9
2021 13.5
2022 15.8
2023 13.3
2024 12.2
Thereafter 762.4
Total $ 841.1

The company also has available tax credit carryforwards, which will expire as follows:

Year
2020 $ 31.5
2021 35.0
2022 38.1
2023 27.0
2024 22.5
Thereafter 87.7
Total $ 241.8


Year
2022	$	38.1
2023	27.0
2024	22.5
2025	20.7
2026	33.7
Thereafter	35.8
Total	$	177.8

~~Failure to achieve forecasted taxable income might affect the ultimate~~The realization of the company’s net deferred tax ~~assets. Factors~~assets as of December 31, 2021 is primarily dependent on the ability to generate sustained taxable income in various jurisdictions. Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, strategic operational and tax initiatives, legislative, and other economic factors and developments. It is at least reasonably possible that ~~may affect~~ the company’s ~~ability~~judgment about the need for, and level of, existing valuation allowances could change in the near term based on changes in objective evidence such as further sustained income or loss in certain jurisdictions, as well as the other factors discussed above, primarily in certain jurisdictions outside of the United States. As such, the company will continue to ~~achieve sufficient forecasted taxable~~monitor income ~~include, but are not limited~~levels and mix among jurisdictions, potential changes to the ~~following: increased competition,~~company’s operating and tax model, and other legislative or global developments in its determination. It is reasonably possible that such changes could result in a ~~decline~~material impact to the company’s valuation allowance within the next 12 months. Any increase or decrease in ~~sales~~the valuation allowance would result in additional or ~~margins, loss of market share, the~~lower income tax expense in such period and could have a significant impact ~~of the economic environment, delays in product availability and technological obsolescence.~~on that period’s earnings.

Under U.S. tax law, ~~effective through December 31, 2017, undistributed earnings of foreign subsidiaries were generally taxable upon repatriation to the U.S shareholder. Under the TCJA, effective January 1, 2018,~~ distributions from foreign subsidiaries to U.S. shareholders are generally exempt from ~~taxation.~~

~~With this change in U.S. taxation of earnings of foreign subsidiaries under the TCJA, future distributions of earnings from foreign subsidiaries will generally be exempt from U.S.~~ taxation. Consequently, the deferred income tax liability on undistributed earnings is generally limited to any foreign withholding or other foreign taxes that will be imposed on such distributions. As the company currently intends to indefinitely reinvest the earnings of certain foreign subsidiaries, 0no provision has been made for income taxes that may become payable upon distribution of the earnings of such subsidiaries. The unrecognized deferred income tax liability at December 31, ~~2019~~2021 approximated ~~$29.2~~$28.0 million.

As of January 1, 2018 the U.S. taxable income included GILTI, which essentially includes net foreign subsidiaries’ earnings above a routine 10% return on their aggregate specified tangible assets. At December 31, 2017, the company made an accounting policy election to treat the GILTI as a period cost when included in U.S. taxable income.

Cash paid for income taxes, net of refunds ~~for the three years ended December 31, 2019,~~ was as follows:

Year ended December 31, 2019
2018
2017
Cash paid for income taxes, net of refunds $ 37.6
$ 39.1
$ 34.3


Year ended December 31,	2021		2020		2019
Cash paid for income taxes, net of refunds	$	53.7	$	24.7	$	37.6

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Year ended December 31, 2019
2018
2017
Balance at January 1 $ 18.9
$ 27.9
$ 35.8
Additions based on tax positions related to the current year 11.1
2.6
4.2
Changes for tax positions of prior years (0.6 ) (6.1 ) (11.2 )
Reductions as a result of a lapse of applicable statute of limitations (2.3 ) (2.4 ) (2.7 )
Settlements (1.1 ) (1.5 ) (0.2 )
Changes due to foreign currency (0.4 ) (1.6 ) 2.0
Balance at December 31 $ 25.6
$ 18.9
$ 27.9


Year ended December 31,	2021		2020		2019
Balance at January 1	$	30.9	$	25.6	$	18.9
Additions based on tax positions related to the current year	3.5		8.5		11.1
Changes for tax positions of prior years	(8.8)		(0.7)		(0.6)
Reductions as a result of a lapse of applicable statute of limitations	(2.6)		(2.3)		(2.3)
Settlements	(0.3)		(1.8)		(1.1)
Changes due to foreign currency	(1.1)		1.6		(0.4)
Balance at December 31	$	21.6	$	30.9	$	25.6

The company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its consolidated statements of ~~income.~~income (loss). At December 31, ~~2019~~2021 and ~~2018,~~2020, the company had an accrual of ~~$3.0~~$3.8 million and ~~$2.6~~$3.9 million, respectively, for the payment of penalties and interest.

At December 31, ~~2019,~~2021, all of the company’s liability for unrecognized tax benefits, if recognized, would affect the company’s effective tax rate. Within the next 12 months, the company believes that it is reasonably possible that the amount of unrecognized tax benefits may ~~significantly change;~~decrease by $1.9 million related to a statute of limitation expiration; however, various events could cause this belief to change in the future.

The company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Several U.S. state and foreign income tax audits are in process. The company is under an audit in India, for which years prior to ~~2009~~2007 are closed. For the most significant jurisdictions outside the U.S., the audit periods through ~~2014~~2016 are closed

for Brazil, and the audit periods through ~~2015~~2017 are closed for the United Kingdom. All of the various ongoing income tax audits throughout the world are not expected to have a material impact on the company’s financial position.

Internal Revenue Code Sections 382 and 383 provide annual limitations with respect to the ability of a corporation to utilize its net operating loss (as well as certain built-in losses) and tax credit carryforwards, respectively (Tax Attributes), against future U.S. taxable income, if the corporation experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. The company regularly monitors ownership changes (as calculated for purposes of Section 382). The company has determined that, for purposes of the rules of Section 382 described above, an ownership change occurred in February 2011. Any future transaction or transactions and the timing of such transaction or transactions could trigger additional ownership changes under Section 382.

As a result of the February 2011 ownership change, utilization for certain of the company’s Tax Attributes, U.S. net operating losses and tax credits, is subject to an overall annual limitation of $70.6 million. The cumulative limitation as of December 31, ~~2019~~2021 is approximately ~~$470.3~~$462.4 million. This limitation will be applied ~~first to any recognized built in losses, then~~ to any net operating losses and then to any other Tax Attributes. Any unused limitation may be carried over to later years. Based on presently available information and the existence of tax planning strategies, the company does not expect to incur a U.S. cash tax liability in the near term. The company maintains a full valuation allowance against the realization of all U.S. deferred tax assets as well as certain foreign deferred tax assets in excess of deferred tax liabilities.

Note 79 — Earnings (loss) per common share

The following table shows how earnings (loss) per common share attributable to Unisys Corporation was computed for the three years ended December 31, ~~2019~~2021 (shares in thousands).

Year ended December 31, 2019
2018
2017
Basic earnings (loss) per common share computation:
Net income (loss) attributable to Unisys Corporation common shareholders $ (17.2 ) $ 75.5
$ (65.3 )
Weighted average shares 55,961
50,946
50,409
Basic earnings (loss) per common share $ (0.31 ) $ 1.48
$ (1.30 )
Diluted earnings (loss) per common share computation:
Net income (loss) attributable to Unisys Corporation common shareholders $ (17.2 ) $ 75.5
$ (65.3 )
Add interest expense on convertible senior notes, net of tax of zero —
19.6
—
Net income (loss) attributable to Unisys Corporation for diluted earnings per share $ (17.2 ) $ 95.1
$ (65.3 )
Weighted average shares 55,961
50,946
50,409
Plus incremental shares from assumed conversions:
Employee stock plans —
541
—
Convertible senior notes —
21,868
—
Adjusted weighted average shares 55,961
73,355
50,409
Diluted earnings (loss) per common share $ (0.31 ) $ 1.30
$ (1.30 )

Anti-dilutive weighted-average stock options and restricted stock units⁽ⁱ⁾
1,393
1,226
2,206
Anti-dilutive weighted-average common shares issuable upon conversion of the 5.50% convertible senior notes⁽ⁱ⁾
16,578
—
21,868


Year ended December 31,	2021		2020		2019
Basic earnings (loss) per common share computation:
Net loss from continuing operations attributable to Unisys Corporation	$	(448.5)	$	(317.7)	$	(92.2)
Income from discontinued operations, net of tax	—		1,068.4		75.0
Net (loss) income attributable to Unisys Corporation	$	(448.5)	$	750.7	$	(17.2)

Weighted average shares	66,451		62,932		55,961

Basic earnings (loss) per share attributable to Unisys Corporation
Continuing operations	$	(6.75)	$	(5.05)	$	(1.65)
Discontinued operations	—		16.98		1.34
Total	$	(6.75)	$	11.93	$	(0.31)

Diluted earnings (loss) per common share computation:
Net loss from continuing operations attributable to Unisys Corporation	$	(448.5)	$	(317.7)	$	(92.2)
Add interest expense on convertible senior notes, net of tax of zero	—		—		—
Net loss from continuing operations attributable to Unisys Corporation for diluted earnings per share	(448.5)		(317.7)		(92.2)
Income from discontinued operations, net of tax	—		1,068.4		75.0
Net (loss) income attributable to Unisys Corporation for diluted earnings per share	$	(448.5)	$	750.7	$	(17.2)

Weighted average shares	66,451		62,932		55,961
Plus incremental shares from assumed conversions:
Employee stock plans	—		—		—
Convertible senior notes	—		—		—
Adjusted weighted average shares	66,451		62,932		55,961

Diluted earnings (loss) per common share attributable to Unisys Corporation
Continuing operations	$	(6.75)	$	(5.05)	$	(1.65)
Discontinued operations	—		16.98		1.34
Total	$	(6.75)	$	11.93	$	(0.31)

Anti-dilutive weighted-average stock options and restricted stock units(i)	871		579		1,393
Anti-dilutive weighted-average common shares issuable upon conversion of the 5.50% convertible senior notes(i) (see Note 16, “Debt”)	557		3,425		16,578

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

Note 810 — Accounts receivable

Accounts receivable consist principally of trade accounts receivable from customers and are generally unsecured and due within 30 to 90 days. Credit losses relating to these receivables consistently have been within management’s expectations. Expected credit losses are recorded as an allowance for doubtful accounts in the consolidated balance sheets. Estimates of expected credit losses are based primarily on the aging of the accounts receivable balances. The company records a specific reserve for individual accounts when it becomes aware of a customer’s inability to meet its financial obligations, such as in the case of

bankruptcy filings or deterioration in the customer’s operating results or financial position. The collection policies and procedures of the company vary by credit class and prior payment history of customers.

Revenue recognized in excess of billings on services contracts, or unbilled accounts receivable, was ~~$102.8~~$73.1 million and ~~$94.4~~$63.3 million at December 31, ~~2019~~2021 and ~~2018,~~2020, respectively.

~~Unearned income, which is deducted from accounts receivable, was $8.7 million and $8.4 million at December 31, 2019 and 2018, respectively.~~ The allowance for doubtful accounts, which is reported as a deduction from accounts receivable, was ~~$11.8~~$8.0 million and ~~$13.7~~$9.2 million at December 31, ~~2019~~2021 and ~~2018,~~2020, respectively. The provision for doubtful accounts, which is reported in selling, general and administrative expenses in the consolidated statements of income (loss), was (income) expense of $(0.6) million, $(0.3) million and $(1.6) million, ~~$(5.1)~~in 2021, 2020 and 2019, respectively.

Additionally, long-term receivables were $49.1 million and ~~$3.1~~$84.4 million at December 31, 2021 and 2020, respectively, and are reported in ~~2019, 2018 and 2017, respectively.~~other long-term assets on the company’s consolidated balance sheets.

Note 911 — Contract assets and ~~contract liabilities~~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. ~~Contract liabilities represent deferred revenue.~~Deferred revenue represents contract liabilities.

Net contract assets (liabilities) ~~as of December 31, 2019 and 2018~~ are as follows:


As of December 31,	2019			2018			As of December 31,	2021		2020
Contract assets - current	$	53.0		$	29.7		Contract assets - current	$	42.0	$	44.3
Contract assets - long-term⁽ⁱ⁾	21.6			22.2			Contract assets - long-term(i)	17.4		20.7
Deferred revenue - current	(288.6		)	(294.4		)	Deferred revenue - current	(253.2)		(257.1)
Deferred revenue - long-term	(147.4		)	(157.2		)	Deferred revenue - long-term	(150.7)		(137.9)

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

As of December 31, 2019 and 2018, deposit liabilities of $25.3 million and $21.2 million, respectively, were principally included in current deferred revenue. These deposit liabilities represent upfront consideration received from customers for services such as post-contract support and maintenance that allow the customer to terminate the contract at any time for convenience.

Significant changes ~~during the years ended December 31, 2019 and 2018~~ in the above contract ~~asset and~~ liability balances were as follows:

Year ended December 31, 2019
2018
Revenue recognized that was included in deferred revenue at the beginning of the period $ 287.9
$ 307.1


Year ended December 31,	2021		2020
Revenue recognized that was included in deferred revenue at the beginning of the period	$	245.8	$	236.1

Note 1012 — Capitalized contract costs

The company’s incremental direct costs of obtaining a contract consist of sales commissions which are deferred and amortized ratably over the initial contract life. These costs are classified as current or noncurrent based on the timing of when the company expects to recognize the expense. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other current assets and in other long-term assets, respectively, in the company’s consolidated balance sheets.

Deferred commissions ~~as of December 31, 2019 and 2018~~ were as follows:


As of December 31,	2021		2020
Deferred commissions	$	6.7	$	8.7

As of December 31, 2019
2018
Deferred commissions $ 12.4
$ 12.1

Amortization expense related to deferred commissions ~~for the years ended December 31, 2019 and 2018~~ was as follows:

Year ended December 31, 2019
2018
Deferred commissions - amortization expense⁽ⁱ⁾
$ 3.8
$ 6.9


Year ended December 31,	2021		2020		2019
Deferred commissions - amortization expense(i)	$	2.9	$	3.2	$	3.1

⁽ⁱ⁾Reported in selling, general and administrative expense in the company’s consolidated statements of income (loss)

Costs on outsourcing contracts are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract (costs to fulfill a contract), principally initial customer setup, are capitalized and expensed over the initial contract life. These costs are included in outsourcing assets, net in the company’s consolidated balance sheets, and are amortized over the initial contract life and reported in ~~Services~~ cost of ~~sales.~~revenue.

Costs to fulfill a contract ~~as of December 31, 2019 and 2018~~ were as follows:


As of December 31,	2021		2020
Costs to fulfill a contract	$	56.2	$	74.4

As of December 31, 2019
2018
Costs to fulfill a contract $ 75.9
$ 79.5

~~During the years ended December 31, 2019 and 2018, amortization~~Amortization expense related to costs to fulfill a contract was as follows:

Year ended December 31, 2019
2018
Costs to fulfill a contract - amortization expense $ 24.2
$ 21.7


Year ended December 31,	2021		2020		2019
Costs to fulfill a contract - amortization expense	$	27.9	$	27.5	$	24.2

The remaining balance of outsourcing assets, net is comprised of fixed assets and software used in connection with outsourcing contracts. These costs are capitalized and depreciated over the shorter of the initial contract life or in accordance with the company’s fixed asset policy.

Note 1113 — Financial instruments and concentration of credit risks

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. The company uses derivative financial instruments to reduce its exposure to market risks from changes in foreign currency exchange rates on such balances. The company enters into foreign exchange forward contracts, generally having maturities of three months or less, which have not been designated as hedging instruments. At December 31, ~~2019~~2021 and ~~2018,~~2020, the notional amount of these contracts was ~~$437.0~~$552.2 million and ~~$384.7~~$588.5 million, respectively. The fair value of these forward contracts is based on quoted prices for similar but not identical financial instruments; as such, the inputs are considered Level 2 inputs.

The following table summarizes the fair value of the company’s foreign exchange forward ~~contracts as of December 31, 2019 and 2018.~~contracts.

As of December 31, 2019
2018
Balance Sheet Location
Prepaid expenses and other current assets $ 2.1
$ 3.4
Other accrued liabilities 0.1
0.3
Total fair value $ 2.0

$ 3.1


As of December 31,	2021		2020
Balance Sheet Location
Prepaid expenses and other current assets	$	3.6	$	1.4
Other accrued liabilities	2.1		1.0
Total fair value	$	1.5	$	0.4

The following table summarizes the location and amount of gains ~~and losses~~(losses) recognized on foreign exchange forward ~~contracts~~contracts.

~~for the three years ended December 31, 2019.~~

Year Ended December 31, 2019
2018
2017
Statement of Income Location
Other income (expense), net $ 1.7
$ (14.2 ) $ 27.5


Year Ended December 31,	2021		2020		2019
Statement of Income Location
Other (expense), net	$	(18.8)	$	7.6	$	1.7

Financial instruments ~~also~~ include temporary cash investments and customer accounts receivable. Temporary investments are placed with creditworthy financial institutions, primarily in money market funds, time deposits and certificate of deposits which may be withdrawn at any time at the discretion of the company without penalty. At December 31, ~~2019~~2021 and ~~2018,~~2020, the company’s cash equivalents principally have maturities of less than one month or can be withdrawn at any time at the discretion of the company without penalty. Due to the short maturities of these instruments, they are carried on the consolidated balance sheets at cost plus accrued interest, which approximates ~~market~~fair value. Receivables are due from a large number of customers that are dispersed worldwide across many industries. At December 31, ~~2019~~2021 and ~~2018,~~2020, the company had no significant concentrations of credit risk with any one customer. At December 31, 2019 and 2018, the company had $77.3 million and $85.8 million, respectively, of receivables due from various U.S. federal governmental agencies. At December 31, 2019 and 2018, the carrying amount of cash and cash equivalents approximated fair value.

Note 1214 — Properties

Properties comprise the following:

As of December 31, 2019
2018
Land $ 2.3
$ 2.3
Buildings 63.5
63.5
Machinery and office equipment 534.3
530.0
Internal-use software 171.0
164.7
Rental equipment 34.9
39.7
Total properties $ 806.0
$ 800.2


As of December 31,	2021		2020
Land	$	—	$	2.3
Buildings	0.3		63.5
Machinery and office equipment	267.8		466.7
Internal-use software	186.0		171.2
Rental equipment	13.9		23.3
Total properties	$	468.0	$	727.0

Long-lived assets to be sold are classified as held-for-sale in the period in which they meet all the criteria for the disposal of long-lived assets. The company measures assets held-for-sale at the lower of their carrying amount or fair value less cost to sell. Additionally, the company determined that such assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the company.

In ~~2018,~~September 2021, the company ~~sold~~entered into a ~~building~~letter of intent (LOI) with a third party for the sale of certain facilities, land and ~~land~~equipment related to a data center facility located in Eagan, Minnesota. Upon the ~~United Kingdom. The~~execution of the LOI, these assets were classified as held-for-sale in the company’s consolidated balance sheet and measured at the lower of their carrying amount or fair value less cost to sell.

Note 15 — Goodwill and intangible assets

Goodwill

Changes in the carrying amount of goodwill by reporting unit were as follows:


	Total		DWS		C&I		ECS		Other
Balance at December 31, 2019	$	110.4	$	—	$	—	$	98.3	$	12.1
Translation adjustments	(1.8)		—		—		—		(1.8)
Balance at December 31, 2020	108.6		—		—		98.3		10.3
Acquisitions(i)	206.3		140.8		65.5		—		—
Translation adjustments	0.1		0.1		—		—		—
Balance at December 31, 2021	$	315.0	$	140.9	$	65.5	$	98.3	$	10.3

(i) During 2021, the company ~~received net proceeds~~acquired Unify Square and Mobinergy resulting in goodwill of ~~$19.2~~$132.9 million and ~~recorded a pretax gain of $7.3~~$7.9 million, ~~which was~~respectively, recorded in ~~selling, general~~the company’s DWS segment and ~~administrative expenses~~CompuGain resulting in goodwill of $65.5 million recorded in the ~~consolidated statements of income.~~

company’s C&I segment. See Note ~~13 — Goodwill~~

During the fourth quarter of 2019, the company performed its annual impairment test of goodwill for all of its reporting units. The fair values of each of the reporting units exceeded their carrying values; therefore, 0 goodwill impairment was required.4, “Acquisitions.”

At December 31, ~~2019,~~2021, the amount of goodwill allocated to reporting units with negative net assets within Other was ~~as follows: Business Process Outsourcing Services,~~ $10.3 million.

~~Changes in~~Intangible Assets, Net

Intangible assets, net (see Note 4, “Acquisitions”) at December 31, 2021 consists of the ~~carrying amount of goodwill by segment~~following:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Technology	$	10.0	$	1.8	$	8.2
Customer Relationships	27.0		1.2		25.8
Marketing	0.9		—		0.9
Total	$	37.9	$	3.0	$	34.9

Amortization expense was $3.0 million for the ~~years~~year ended December 31, ~~2019 and 2018 were~~2021.

The future amortization relating to acquired intangible assets at December 31, 2021 was estimated as follows:

Total
Services
Technology
Balance at December 31, 2017 $ 180.8
$ 72.1
$ 108.7
Translation adjustments (3.0 ) (3.0 ) —
Balance at December 31, 2018 177.8
69.1
108.7
Translation adjustments (0.6 ) (0.6 ) —
Balance at December 31, 2019 $ 177.2
$ 68.5
$ 108.7


Year	Future Amortization Expense
2022	$	8.3
2023	7.9
2024	5.4
2025	2.6
2026	2.3
Thereafter	8.4
Total	$	34.9

Note 1416 — Debt

Long-term debt is comprised of the following:


As of December 31,	2021		2020
6.875% senior secured notes due November 1, 2027 (Face value of $485.0 million less unamortized issuance costs of $6.9 million and $8.1 million at December 31, 2021 and 2020, respectively)	$	478.1	$	476.9
5.50% convertible senior notes (Face value of $84.2 million less unamortized discount and issuance costs of $0.6 million at December 31, 2020)	—		83.6
Finance leases	2.7		5.5
Other debt	48.6		63.9
Total	529.4		629.9
Less – current maturities	18.2		102.8
Total long-term debt	$	511.2	$	527.1

As of December 31, 2019
2018
10.75% senior secured notes due April 15, 2022 ($440.0 million face value less unamortized discount and fees of $5.5 million and $8.0 million at December 31, 2019 and 2018, respectively) $ 434.5
$ 432.0
5.50% convertible senior notes due March 1, 2021 (Face value of $84.2 million and $213.5 million less unamortized discount and fees of $4.2 million and $19.3 million at December 31, 2019 and 2018, respectively) 80.0
194.2
Finance leases 5.3
5.8
Other debt 59.8
20.8
Total 579.6
652.8
Less – current maturities 13.5
10.0
Total long-term debt $ 566.1
$ 642.8

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. Presented below are the estimated fair values of long-term ~~debt as~~debt.


As of December 31,	2021		2020
6.875% senior secured notes due November 1, 2027	$	527.0	$	532.3
5.50% convertible senior notes due March 1, 2021	—		169.8

The company’s principal sources of liquidity are cash on hand, cash from operations and its Amended and Restated ABL Credit Facility, discussed below. The company and certain international subsidiaries have access to uncommitted lines of credit from various banks.

At December 31, ~~2019~~2021, the company has met all covenants and ~~2018.~~conditions under its various lending agreements. The company expects to continue to meet these covenants and conditions through at least the next twelve months.

As of December 31, 2019
2018
10.75% senior secured notes due April 15, 2022 $ 474.2
$ 486.8
5.50% convertible senior notes due March 1, 2021 115.8
298.5

Maturities of long-term debt, including finance leases, in each of the next five years and thereafter are as follows:


Year	Total		Long-Term Debt		Finance Leases
2022	$	18.2	$	16.6	$	1.6
2023	17.0		16.3		0.7
2024	10.3		9.9		0.4
2025	3.0		3.0		—
2026	1.9		1.9		—
Thereafter	479.0		479.0		—
Total	$	529.4	$	526.7	$	2.7

Year Total
Long-Term Debt
Finance Leases
2020 $ 13.5
$ 11.7
$ 1.8
2021 94.6
92.8
1.8
2022 447.8
446.4
1.4
2023 12.2
12.0
0.2
2024 6.9
6.8
0.1
Thereafter 4.6
4.6
—
Total $ 579.6
$ 574.3
$ 5.3

Cash paid for interest and capitalized interest expense ~~during the three years ended December 31, 2019~~ was as follows:

Year ended December 31, 2019
2018
2017
Cash paid for interest $ 61.5
$ 59.5
$ 39.9
Capitalized interest expense $ 6.6
$ 6.0
$ 4.2


Year ended December 31,	2021		2020		2019
Cash paid for interest	$	40.1	$	32.9	$	61.5
Capitalized interest expense	$	4.5	$	4.6	$	6.6

Senior Secured Notes due 2027

~~In 2017,~~On October 29, 2020, the company issued ~~$440.0~~$485.0 million aggregate principal amount of ~~10.75%~~its 6.875% Senior Secured Notes due ~~2022~~2027 (the ~~2022~~2027 Notes). The ~~2022~~2027 Notes pay interest semiannually on May 1 and November 1 and will mature on November 1, 2027, unless earlier repurchased or redeemed. The 2027 Notes are ~~initially~~ fully and unconditionally guaranteed on a senior secured basis by Unisys Holding Corporation, Unisys NPL, Inc., Unisys AP Investment Company I, CompuGain LLC and ~~Unisys NPL, Inc. (together with the Company, the Grantors). In the future, the 2022 Notes will be guaranteed~~CompuGain Public Services, LLC, each of which is a U.S. corporation or limited liability company that is directly or indirectly owned by ~~each material domestic subsidiary and each restricted subsidiary that guarantees the secured revolving credit facility and other indebtedness of~~ the company ~~or another~~(the subsidiary ~~guarantor.~~ guarantors).

The ~~2022~~2027 Notes and the related guarantees ~~will~~ rank equally in right of payment with all of the existing and future senior debt of the company and its subsidiary guarantors and senior in right of payment to any future subordinated debt of the company and its subsidiary guarantors. The ~~2022~~2027 Notes and the related guarantees ~~will be~~are structurally subordinated to all existing and future liabilities (including preferred stock, trade payables and pension liabilities) of the ~~company’s~~ subsidiaries of the company that are not subsidiary guarantors.

The ~~2022~~2027 Notes ~~require interest payments semiannually~~and the guarantees are secured by liens on ~~April 15 and October 15 at an annual rate of 10.75%, and will mature on April 15, 2022, unless earlier repurchased or redeemed.~~

~~The company may, at its option, redeem some or~~substantially all assets of the ~~2022~~company and the subsidiary guarantors, other than certain excluded assets (the collateral). The liens securing the 2027 Notes ~~at any time~~ on ~~or after April 15, 2020 at a redemption price determined~~certain ABL collateral are subordinated to the liens on ABL collateral in ~~accordance with~~favor of the ~~redemption schedule set forth~~ABL secured parties and, in the ~~indenture governing~~future, the liens securing the 2027 Notes ~~(the indenture), plus accrued~~may be subordinated to liens on the collateral securing certain permitted first lien debt, subject to certain limitations and ~~unpaid interest, if any.~~permitted liens.

Prior to ~~April 15, 2020,~~November 1, 2023 the company may, at its option, redeem some or all of the ~~2022~~2027 Notes at any time, at a price equal to 100% of the principal amount of the ~~2022~~2027 Notes redeemed plus a “make-whole” premium, plus accrued and unpaid interest, if any. The company may also redeem, at its option, up to ~~35%~~40% of the ~~2022~~2027 Notes at any time prior to ~~April 15, 2020,~~November 1, 2023, using the proceeds of certain equity offerings at a redemption price of ~~110.75%~~106.875% of the principal amount thereof, plus accrued and unpaid interest, if any. ~~In addition,~~On or after November 1, 2023, the company may, on any one or more occasions, redeem all ~~(but not less than all)~~or a part of the ~~2022~~2027 Notes at specified redemption premiums, declining to par for any time that the Collateral Coverage Ratio is less than the Required Collateral Coverage Ratio (as such terms are described below and further defined in the indenture) at a price equal to 100% of the principal amount of the 2022 Notes plus accrued and unpaid interest, if any.redemptions on or after November 1, 2025.

The indenture contains covenants that limit the ability of the company and its restricted subsidiaries to, among other things: (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem its capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make certain prepayments in respect of pension obligations; (v) issue certain preferred stock or similar equity securities; (vi) make loans and investments (including investments by the company and subsidiary guarantors in subsidiaries that are not guarantors); (vii) sell assets; (viii) create or incur liens; (ix) enter into transactions with affiliates; (x) enter into agreements restricting its subsidiaries’ ability to pay dividends; and (xi) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to several important limitations and exceptions.

The indenture also includes a covenant requiring that the company maintain a Collateral Coverage Ratio of not less than 1.50:1.00 (the Required Collateral Coverage Ratio) as of any test date. The Collateral Coverage Ratio is based on the ratio of (A) Grantor unrestricted cash and cash equivalents plus 4.75 multiplied by of the greater of (x) Grantor EBITDA for the most recently ended four fiscal quarters and (y) (i) the average quarterly Grantor EBITDA for the most recently ended seven fiscal quarters, multiplied by (ii) 4, to (B) secured indebtedness of the Grantors. The Collateral Coverage Ratio is tested quarterly.

If the Collateral Coverage Ratio is less than the Required Collateral Coverage Ratio as of any test date, and the company has not redeemed the 2022 Notes within 90 days thereafter, this will be an event of default under the indenture.

If the company experiences certain kinds of changes of control (as defined in the indenture), it ~~must~~will be required to offer to ~~purchase~~repurchase the ~~2022~~2027 Notes at 101% of the principal amount of the ~~2022~~2027 Notes, plus accrued and unpaid interest as of the repurchase date, if any. In addition, if the company sells assets under certain circumstances it must apply the proceeds towards an offer to repurchase the ~~2022~~2027 Notes at a price equal to par plus accrued and unpaid interest, if any.

The indenture also provides for events of default, which, if any of them ~~occurs,~~occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding ~~2022~~2027 Notes to be due and payable immediately.

Interest expense related to the 2027 Notes is comprised of the following:


Year ended December 31,	2021		2020
Contractual interest coupon	$	33.3	$	5.7
Amortization of issuance costs	1.2		0.2
Total	$	34.5	$	5.9

Senior Secured Notes due 2022

On April 15, 2020, the company redeemed all $440.0 million in aggregate principal amount of its outstanding 10.750% Senior Secured Notes due 2022 (the 2022 Notes) for a redemption price equal to 105.375% of the aggregate principal amount of the 2022 Notes redeemed plus accrued but unpaid interest to, but not including, the redemption date. The redemption price paid was $487.3 million and is made up of the following: $440.0 million of principal amount due, $23.65 million of call premium and $23.65 million of accrued interest through April 14, 2020. In 2020, the company recorded a loss on debt extinguishment in other expense, net of $28.5 million consisting of the premium of $23.65 million and write off of $4.8 million of unamortized discount and fees related to the issuance of the 2022 Notes.

Interest expense related to the 2022 Notes is comprised of the following:

Year ended December 31, 2019
2018
2017
Contractual interest coupon $ 47.3
$ 47.3
$ 33.2
Amortization of debt issuance costs 2.4
2.4
1.7
Total $ 49.7
$ 49.7
$ 34.9


Year ended December 31,	2020		2019
Contractual interest coupon	$	13.8	$	47.3
Amortization of issuance costs	0.7		2.4
Total	$	14.5	$	49.7

Convertible Senior Notes Due 2021

In 2016, the company issued $213.5 million aggregate principal amount of Convertible Senior Notes due 2021 (the 2021 Notes). ~~The 2021 Notes, which are senior unsecured obligations, bear interest at a coupon rate~~Following the completion of ~~5.50% (or 9.5% effective interest rate) per year until maturity, payable semiannually in arrears on March 1 and September 1 of each year. The 2021 Notes are not redeemable by~~ the company prior to maturity. The 2021 Notes are convertible by the holders into shares of the company’s common stock if certain conditions set forth in the indenture governing the 2021 Notes have been satisfied. The conversion rate for the 2021 Notes is 102.4249 shares of the company’s common stock per $1,000 principal amount of the 2021 Notes (or a total amount of 21,867,716 shares), which is equivalent to an initial conversion price of approximately $9.76 per share of the company’s common stock. Upon any conversion, the company will settle its conversion obligation in cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. On the maturity date, the company will be required to repay in cash the principal amount, plus accrued and unpaid interest, of any 2021 Notes that remain outstanding on that date.

In connection with the issuance of the 2021 Notes, the company also paid $27.3 million to enter into privately negotiated capped call transactions with the initial purchasers and/or affiliates of the initial purchasers. The capped call transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the company’s common stock that will initially underlie the 2021 Notes. The capped call transactions will effectively raise the conversion premium on the 2021 Notes from approximately 22.5% to approximately 60%, which raises the initial conversion price from approximately $9.76 per share of common stock to approximately $12.75 per share of common stock. The capped call transactions are expected to reduce potential dilution to the company’s common stock and/or offset potential cash payments the company is required to make in excess of the principal amount upon any conversion of the 2021 Notes.

~~On August 2, 2019, the company entered into~~ separate, privately negotiated exchange agreements ~~pursuant to which it (i) issued an aggregate of 10,593,930 shares of its common stock, and (ii) paid cash~~ in an aggregate amount of $59.4 million, such cash amount included $3.1 million of accrued and unpaid interest on the exchanged 2021 Notes up to, but excluding, the settlement date, in exchange for $129.3 million in aggregate principal amount of its outstanding 2021 Notes. The transactions closed on August 6, 2019. Upon closing,2019, $84.2 million aggregate principal amount of 2021 Notes ~~remain~~remained outstanding. ~~In connection with the transactions,~~

On March 3, 2021, the company ~~unwound a pro rata portion~~completed the conversion of $84.2 million aggregate principal amount of the ~~capped call transactions described above~~2021 Notes that remained outstanding for a combination of cash and ~~received proceeds of $7.2 million. Following the convertible note exchange, the capped call transactions remaining cover approximately 8.6 million~~ shares of the company’s common stock. As a result of the ~~exchange,~~conversion of the outstanding 2021 Notes, the company ~~recognized~~delivered to the holders of such notes (i) aggregate cash payments totaling approximately $86.5 million, which included an aggregate cash payment for outstanding principal of approximately $84.2 million, an aggregate cash payment for accrued interest of approximately $2.3 million and a ~~charge~~nominal cash payment in lieu of ~~$20.1 million~~fractional shares, and (ii) 4,537,123 shares of the company’s common stock in ~~other income (expense),~~the aggregate. The issuance of the common stock was made in exchange for the 2021 Notes pursuant to an exemption from the registration requirements provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

The company also received 1,251,460 shares of its common stock, held in treasury stock, from the settlement of the capped call transactions that the company had entered into with the initial purchasers and/or affiliates of the initial purchasers of the 2021 Notes in connection with the issuance of the 2021 Notes. As a result, the net ~~in 2019.~~number of outstanding shares of the company’s common stock following the conversion of the 2021 Notes increased by 3,285,663 shares.

Interest expense related to the 2021 Notes is comprised of the following:


Year ended December 31,	2021		2020		2019
Contractual interest coupon	$	0.8	$	4.6	$	8.9
Amortization of debt discount	0.5		3.1		5.5
Amortization of debt issuance costs	0.1		0.5		0.9
Total	$	1.4	$	8.2	$	15.3

Year ended December 31, 2019
2018
2017
Contractual interest coupon $ 8.9
$ 11.8
$ 11.8
Amortization of debt discount 5.5
6.6
6.0
Amortization of debt issuance costs 0.9
1.2
1.2
Total $ 15.3
$ 19.6
$ 19.0
Other Debt

In 2019, the company entered into a $27.7 million Installment Payment Agreement (IPA) maturing on December 20, 2023 with a syndicate of financial institutions to finance the acquisition of certain software licenses necessary for the provision of services to a client. Interest accrues at an annual rate of 7.0% and the company is required to make monthly principal and interest payments on each agreement in arrears. At December 31, 2021 and 2020, $5.5 million and $6.5 million, was reported in current maturities of long-term debt, respectively.

~~Revolving~~In 2019, the company entered into a vendor agreement in the amount of $19.3 million to finance the acquisition of certain software licenses used to provide services to our clients and for its own internal use. Interest accrues at an annual rate of 5.47% and the company is required to make annual principal and interest payments in advance with the last payment due on March 1, 2024. At December 31, 2021 and 2020, $3.8 million and $3.6 million was reported in current maturities of long-term debt, respectively.

Asset Based Lending (ABL) Credit Facility

~~The~~Contemporaneously with the issuance of the 2027 Notes, the company ~~has a~~and the subsidiary guarantors entered into an amendment and restatement of the company’s secured revolving credit facility (the Amended and Restated ABL Credit ~~Agreement)~~Facility) that provides for revolving loans and letters of credit up to an aggregate amount of $145.0 million (with a limit on letters of credit of ~~$30.0~~$40.0 million)~~. The Credit Agreement includes~~, with an

accordion feature provision allowing for ~~an increase~~the aggregate amount available under the credit facility to be increased up to $175.0 million upon the satisfaction of certain conditions specified in the ~~amount of~~Amended and Restated ABL Credit Facility. The amendment and restatement extended the ~~facility up~~maturity from October 2022 to ~~$150.0 million.~~October 29, 2025 and modified certain other terms and covenants. Availability under the credit facility is subject to a borrowing base calculated by reference to the company’s receivables. At December 31, ~~2019,~~2021, the company had 0no borrowings and ~~$5.9~~$5.7 million of letters of credit outstanding, and availability under the facility was ~~$139.1~~$80.4 million net of letters of credit issued.

The Amended and Restated ABL Credit ~~Agreement expires October 5, 2022,~~Facility is subject to a springing maturity, ~~(i) on~~under which the ~~date that is~~Amended and Restated ABL Credit Facility will immediately mature 91 days prior to any date on which contributions to pension funds in the ~~maturity date~~United States in an amount in excess of $100.0 million are required to be paid unless the ~~2021 Notes unless, on such date,~~company is able to meet certain conditions, ~~are met;~~including that the company has the liquidity (as defined in the Amended and Restarted ABL Credit Facility) to cash settle the amount of such pension payments, no default or ~~(ii)~~event of default has occurred under the Amended and Restated ABL Credit Facility, the company’s liquidity is above $130.0 million and the company is in compliance with the then applicable fixed charge coverage ratio on ~~the date that is 60 days prior to the maturity date of the 2022 Notes unless, by such date, such secured notes have not been redeemed or refinanced.~~a pro forma basis.

The ~~credit facility~~Amended and Restated ABL Credit Facility is guaranteed by ~~Unisys Holding Corporation, Unisys NPL, Inc., Unisys AP Investment Company I~~the subsidiary guarantors and any future material domestic subsidiaries. The facility is secured by the assets of the company and the subsidiary guarantors, other than certain excluded assets, under a security agreement entered into by the company and the subsidiary guarantors in favor of JPMorgan Chase Bank, N.A., as agent for the lenders under the credit facility.

The company is required to maintain a minimum fixed charge coverage ratio if the availability under the ~~credit facility~~Amended and Restated ABL Credit Facility falls below the greater of 10% of the lenders’ commitments under the facility and ~~$15.0~~$14.5 million.

The Amended and Restated ABL Credit ~~Agreement~~Facility contains customary representations and warranties, including, but not limited to, that there has been no material adverse change in the company’s business, properties, operations or financial condition. The Amended and Restated ABL Credit ~~Agreement~~Facility includes ~~limitations~~restrictions on the ability of the company and its subsidiaries to, among other things, incur other debt or liens, dispose of assets and make acquisitions, loans and investments, repurchase its equity, and prepay other debt. These restrictions are subject to several important limitations and exceptions. Events of default include non-payment, failure to comply with covenants, materially incorrect representations and warranties, change of control and default under other debt aggregating at least $50.0 ~~million.~~million, subject to relevant cure periods, as applicable.

~~Other~~

On March 27, 2019, the company entered into an Installment Payment Agreement (IPA) with a syndicate of financial institutions to finance the acquisition of certain software licenses necessary for the provision of services to a client. The IPA was in the amount of $27.7 million, of which $4.8 million matures on March 30, 2022 and $22.9 million matures on December 30, 2023. Interest accrues at an annual rate of 7.0% and the company is required to make monthly principal and interest payments on each agreement in arrears.

On September 5, 2019, the company entered into a vendor agreement in the amount of $19.3 million to finance the acquisition of certain software licenses used to provide services to our clients. Interest accrues at an annual rate of 5.47% and the company is required to make annual principal and interest payments in advance with the last payment due on March 1, 2024.

At December 31, 2019, the company has met all covenants and conditions under its various lending agreements. The company expects to continue to meet these covenants and conditions through, at least, February 28, 2021.

The company’s principal sources of liquidity are cash on hand, cash from operations and its revolving credit facility, discussed above. The company and certain international subsidiaries have access to uncommitted lines of credit from various banks.

The company’s anticipated future cash expenditures include anticipated contributions to its defined benefit pension plans. The company believes that it has adequate sources of liquidity to meet its expected cash requirements through at least February 28, 2021.

Note 1517 — Other accrued liabilities

Other accrued liabilities (current) are comprised of the following:


As of December 31,	2021		2020
Payrolls and commissions	$	99.1	$	95.9
Income taxes	37.7		41.2
Operating leases	35.4		37.1
Taxes other than income taxes	26.6		33.0
Accrued vacations	20.8		24.3
Cost reduction	14.9		40.7
Postretirement	12.1		11.7
Accrued interest	6.1		8.0
Other	48.2		60.1
Total other accrued liabilities	$	300.9	$	352.0

As of December 31, 2019
2018
Payrolls and commissions $ 117.1
$ 108.1
Operating leases 70.0
—
Cost-reduction 47.5
75.8
Accrued vacations 31.7
41.2
Income taxes 28.6
32.3
Taxes other than income taxes 18.3
31.2
Postretirement 13.6
14.8
Accrued interest 11.8
13.8
Other 34.6
32.8
Total other accrued liabilities $ 373.2
$ 350.0

Note 1618 — Employee plans

Stock plans Under stockholder approved stock-based plans, stock options, stock appreciation rights, restricted stock and restricted stock units may be granted to officers, directors and other key employees. At December 31, ~~2019, 5.8~~2021, 6.8 million shares of unissued common stock of the company were available for granting under these plans.

As of December 31, ~~2019,~~2021, the company has granted non-qualified stock options, restricted stock and restricted stock units under these plans. The company recognizes compensation cost, net of a forfeiture rate, in selling, general and administrative expenses, and recognizes the compensation cost for only those awards expected to vest. The company estimates the forfeiture rate based on its historical experience and its expectations about future forfeitures.

During the years ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017,~~2019, the company ~~recognized $13.2~~recorded $18.8 million, ~~$13.2~~$14.5 million and ~~$11.2 million of share-based compensation expense, which is comprised of~~ $13.2 ~~million, $13.1 million and $10.1~~ million of restricted stock and restricted stock unit ~~expense and 0, $0.1 million and $1.1 million of stock option~~compensation expense, respectively.

~~There were 0 grants of~~Restricted stock ~~option awards for the years ended December 31, 2019, 2018~~ and ~~2017. As of December 31, 2019, 0.5 million stock option awards with a weighted-average exercise price of $23.60 are outstanding.~~

~~Restricted~~restricted stock unit awards may contain time-based units, performance-based units, total shareholder return market-based units, or a combination of these units. Each performance-based and market-based unit will vest into 0zero to 2 shares depending on the degree to which the performance or market conditions are met. Compensation expense for performance-based awards is recognized as expense ratably for each installment from the date of grant until the date the restrictions lapse and is based on the fair market value at the date of grant and the probability of achievement of the specific performance-related goals. Compensation expense for market-based awards is recognized as expense ratably over the measurement period, regardless of the actual level of achievement, provided the service requirement is met. ~~Time-based restricted~~Restricted stock unit grants for the company’s directors vest upon award and compensation expense for such awards is recognized upon grant.

A summary of restricted stock and restricted stock unit (RSU) activity for the year ended December 31, ~~2019~~2021 follows (shares in thousands):


	Restricted Stock and RSU’s	Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2020	1,726	$	17.87
Granted	1,590	25.38
Vested	(923)	16.60
Forfeited and expired	(269)	19.02
Outstanding at December 31, 2021	2,124	22.73

Restricted Stock Units Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2018 2,151
$ 12.90
Granted 1,321
15.03
Vested (1,129 ) 13.23
Forfeited and expired (303 ) 13.81
Outstanding at December 31, 2019 2,040
14.17

The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units granted during the years ended December 31, 2021, 2020 and 2019 ~~2018 and 2017~~ was ~~$16.9~~$37.5 million, ~~$17.9~~$17.4 million and ~~$14.4~~$16.9 million, respectively. The fair value of restricted stock and restricted stock units with time and performance conditions is determined based on the trading price of the company’s common shares on the date of grant. The fair value of awards with market conditions is estimated using a Monte Carlo simulation with the following weighted-average assumptions.


Year ended December 31,	2021			2020
Weighted-average fair value of grant	$	40.02		$	28.33
Risk-free interest rate(i)	0.27		%	1.35		%
Expected volatility(ii)	57.08		%	51.81		%
Expected life of restricted stock units in years(iii)	2.84			2.86
Expected dividend yield	—		%	—		%

Year Ended December 31, 2019
2018
Weighted-average fair value of grant $ 16.58
$ 15.20
Risk-free interest rate⁽ⁱ⁾
2.49 % 2.26 %
Expected volatility⁽ⁱⁱ⁾
47.91 % 52.97 %
Expected life of restricted stock units in years⁽ⁱⁱⁱ⁾
2.87
2.88
Expected dividend yield — % — %



⁽ⁱ⁾			Represents the continuously compounded semi-annual zero-coupon U.S. treasury rate commensurate with the remaining performance period
⁽ⁱⁱ⁾			Based on historical volatility for the company that is commensurate with the length of the performance period
⁽ⁱⁱⁱ⁾			Represents the remaining life of the longest performance period

As of December 31, ~~2019,~~2021, there was ~~$11.8~~$25.0 million of total unrecognized compensation cost related to outstanding restricted stock and restricted stock units granted under the company’s plans. That cost is expected to be recognized over a weighted-average period of ~~1.8~~

2.3 years. The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units vested during the years ended December 31, 2021, 2020 and 2019 ~~2018~~was $15.3 million, $13.0 million and ~~2017 was~~ $14.9 million, ~~$10.4 million and $7.4 million,~~ respectively.

Common stock issued ~~upon exercise of stock options or~~ upon lapse of restrictions on restricted stock and restricted stock units are newly issued shares. ~~During 2019 and 2018,~~In light of its tax position, the company ~~did~~is currently not ~~recognize~~recognizing any tax benefits from the ~~exercise of stock options or upon~~ issuance of stock upon lapse of restrictions on restricted stock ~~units because of its tax position. Any such tax benefits resulting from tax deductions in excess of the compensation costs recognized are classified as operating cash flows.~~and restricted stock units.

Defined contribution and compensation plans U.S. employees are eligible to participate in an employee savings plan. Under this plan, employees may contribute a percentage of their pay for investment in various investment alternatives. The company matches 50 percent of the first 6 percent of eligible pay contributed by participants to the plan on a before-tax basis (subject to IRS limits). The company funds the match with cash. The charge to income related to the company match for the years ended December 31, 2021, 2020 and 2019, ~~2018 and 2017,~~ was ~~$12.8~~$7.5 million, ~~$11.1~~$8.8 million and ~~$10.8~~$8.2 million, respectively.

The company has defined contribution plans in certain locations outside the United States. The charge to income related to these plans was ~~$19.3~~$16.4 million, ~~$21.3~~$16.2 million and ~~$18.5~~$19.3 million, for the years ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017,~~2019, respectively.

The company has non-qualified compensation plans, which allow certain highly compensated employees and directors to defer the receipt of a portion of their salary, bonus and fees. Participants can earn a return on their deferred balance that is based on hypothetical investments in various investment vehicles. Changes in the market value of these investments are reflected as an adjustment to the liability with an offset to expense. As of December 31, ~~2019~~2021 and ~~2018,~~2020, the liability to the participants of these plans was ~~$14.7~~$10.6 million and ~~$11.6~~$12.7 million, respectively. These amounts reflect the accumulated participant deferrals and earnings thereon as of that date. The company makes no contributions to the deferred compensation plans and remains contingently liable to the participants.

Retirement benefits For the company’s more significant defined benefit pension plans, including the U.S.~~, U.K.~~ and ~~the Netherlands,~~U.K., accrual of future benefits under the plans has ceased.

~~During 2018, cash lump-sum payments were paid to certain plan participants in 2 of~~ Management develops the ~~company’s~~actuarial assumptions used by its U.S. and international defined benefit pension ~~plans which~~plan obligations based upon the circumstances of each particular plan. The determination of the defined benefit pension plan obligations requires the use of estimates.

In January of 2021, the company purchased a group annuity contract for $279 million to transfer projected benefit obligations related to approximately 11,600 retirees of the company’s U.S. defined benefit pension plans. This action resulted in a pre-tax settlement loss of $158.0 million.

Effective May 1, 2021, the company’s primary pension plan related to its Dutch subsidiary was transferred to a multi-client circle within a multi-employer fund. This resulted in removing all of the plan’s projected benefit obligations, valued at approximately $553 million, from the company’s balance sheet. This action resulted in a pre-tax settlement loss of $182.5 million.

In the second quarter of 2021, the company’s Swiss subsidiary transferred its defined benefit pension plan to a multiple-employer collective foundation. This resulted in removing the projected benefit obligations related to retirees under the Swiss plan, valued at approximately $100 million, from the company’s balance sheet. The transfer required a one-time additional contribution of approximately $10 million to the Swiss plan in 2021. This action resulted in a pre-tax settlement loss of $28.8 million.

On October 14, 2021, the company purchased a group annuity contract for approximately $235 million to transfer projected benefit obligations related to approximately 6,900 retirees of the company’s U.S. defined benefit pension plans. This action resulted in a pre-tax settlement loss of $130.1 million.

The American Rescue Plan Act, which was signed into law in the U.S. on March 11, 2021, includes a provision for pension relief that extends the amortization period for required contributions from 7 to 15 years and provides for the stabilization of interest rates used to calculate future required contributions. As a result, the company was not required to make cash contributions to its U.S. qualified defined benefit pension plans in 2021.

In December 2020, the company completed a lump-sum cash-out offer for eligible former associates who had deferred vested benefit under the company’s U.S. defined benefit pension plans to receive the value of their entire pension benefit in a lump-sum payment. As a result, the pension plan trust made lump sum payments to approximately 3,500 former associates of $276.0 million and the company recorded a non-cash ~~pension~~pre-tax settlement charge of ~~$6.4 million for the year ended December 31, 2018.~~$142.1 million.

Retirement plans’ funded status and amounts recognized in the company’s consolidated balance sheets ~~at December 31, 2019 and 2018~~ follows:


	U.S. Plans				International Plans
As of December 31,	2021		2020		2021		2020
Change in projected benefit obligation
Benefit obligation at beginning of year	$	4,545.3	$	4,755.6	$	3,468.0	$	3,143.8
Service cost	—		—		3.0		2.8
Interest cost	117.6		162.5		36.7		53.4
Plan participants’ contributions	—		—		1.0		1.1
Plan curtailment	—		—		—		(1.6)
Plan settlement	(513.8)		(277.3)		(726.8)		—
Actuarial loss	(108.4)		253.9		2.0		226.5
Benefits paid	(331.1)		(349.4)		(106.5)		(119.0)
Foreign currency translation adjustments	—		—		(63.0)		161.0
Benefit obligation at end of year	$	3,709.6	$	4,545.3	$	2,614.4	$	3,468.0
Change in plan assets
Fair value of plan assets at beginning of year	$	3,847.8	$	3,334.2	$	3,129.4	$	2,816.4
Actual return on plan assets	130.4		347.2		134.0		254.7
Employer contribution	6.0		793.1		46.4		33.1
Plan participants’ contributions	—		—		1.0		1.1
Plan settlement	(513.8)		(277.3)		(726.8)		—
Benefits paid	(331.1)		(349.4)		(106.5)		(119.0)
Foreign currency translation adjustments	—		—		(45.9)		143.1
Fair value of plan assets at end of year	$	3,139.3	$	3,847.8	$	2,431.6	$	3,129.4
Funded status at end of year	$	(570.3)	$	(697.5)	$	(182.8)	$	(338.6)
Amounts recognized in the consolidated balance sheets consist of:
Prepaid postretirement assets	$	33.9	$	27.2	$	125.8	$	160.3
Other accrued liabilities	(5.9)		(6.1)		(0.1)		(0.2)
Long-term postretirement liabilities	(598.3)		(718.6)		(308.5)		(498.7)
Total funded status	$	(570.3)	$	(697.5)	$	(182.8)	$	(338.6)
Accumulated other comprehensive loss, net of tax
Net loss	$	2,047.6	$	2,510.4	$	797.6	$	1,116.9
Prior service credit	$	(29.7)	$	(32.3)	$	(40.2)	$	(45.9)
Accumulated benefit obligation	$	3,709.6	$	4,545.3	$	2,612.7	$	3,360.4

U.S. Plans International Plans
As of December 31, 2019 2018 2019 2018
Change in projected benefit obligation
Benefit obligation at beginning of year $ 4,558.0
$ 5,001.6
$ 2,829.5
$ 3,189.7
Service cost —
—
2.8
3.2
Interest cost 197.5
186.6
68.3
67.3
Plan participants’ contributions —
—
1.3
1.5
Plan amendment —
—
—
20.6
Plan curtailment —
—
(1.6 ) —
Plan settlement —
—
(3.5 ) (16.4 )
Actuarial loss (gain) 357.7
(270.7 ) 284.1
(169.5 )
Benefits paid (357.6 ) (359.5 ) (118.1 ) (108.7 )
Foreign currency translation adjustments —
—
81.0
(158.2 )
Benefit obligation at end of year $ 4,755.6
$ 4,558.0
$ 3,143.8
$ 2,829.5
Change in plan assets
Fair value of plan assets at beginning of year $ 3,112.8
$ 3,578.4
$ 2,539.4
$ 2,833.9
Actual return on plan assets 505.2
(193.3 ) 300.0
(75.4 )
Employer contribution 73.8
87.2
30.1
42.5
Plan participants’ contributions —
—
1.3
1.5
Plan settlement —
—
(3.5 ) (16.4 )
Benefits paid (357.6 ) (359.5 ) (118.1 ) (108.7 )
Foreign currency translation and other adjustments —
—
67.2
(138.0 )
Fair value of plan assets at end of year $ 3,334.2
$ 3,112.8
$ 2,816.4
$ 2,539.4
Funded status at end of year $ (1,421.4 ) $ (1,445.2 ) $ (327.4 ) $ (290.1 )
Amounts recognized in the consolidated balance sheets consist of:
Prepaid postretirement assets $ —
$ —
$ 135.9
$ 146.4
Other accrued liabilities (6.8 ) (6.7 ) (0.2 ) (0.1 )
Long-term postretirement liabilities (1,414.6 ) (1,438.5 ) (463.1 ) (436.4 )
Total funded status $ (1,421.4 ) $ (1,445.2 ) $ (327.4 ) $ (290.1 )
Accumulated other comprehensive loss, net of tax
Net loss $ 2,672.7
$ 2,718.6
$ 1,067.2
$ 988.0
Prior service credit $ (34.8 ) $ (37.3 ) $ (46.4 ) $ (46.8 )
Accumulated benefit obligation $ 4,755.6
$ 4,558.0
$ 3,035.3
$ 2,828.2

Information for defined benefit retirement plans with an accumulated benefit obligation in excess of plan assets ~~at December 31, 2019 and 2018~~ follows:


As of December 31,	2021		2020
Accumulated benefit obligation	$	4,498.8	$	6,060.7
Fair value of plan assets	$	3,587.7	$	4,839.5

As of December 31, 2019
2018
Accumulated benefit obligation $ 6,896.5
$ 6,433.6
Fair value of plan assets $ 5,014.1
$ 4,553.2

Information for defined benefit retirement plans with a projected benefit obligation in excess of plan assets ~~at December 31, 2019 and 2018~~ follows:


As of December 31,	2021		2020
Projected benefit obligation	$	4,500.5	$	6,063.0
Fair value of plan assets	$	3,587.7	$	4,839.5

As of December 31, 2019
2018
Projected benefit obligation $ 6,898.7
$ 6,434.9
Fair value of plan assets $ 5,014.1
$ 4,553.2

Net periodic pension cost (income) ~~for 2019, 2018 and 2017~~ includes the following components:

U.S. Plans International Plans
Year ended December 31, 2019
2018
2017
2019
2018
2017
Service cost⁽ⁱ⁾
$ —
$ —
$ —
$ 2.8
$ 3.2
$ 5.1
Interest cost 197.5
186.6
211.3
68.3
67.3
72.8
Expected return on plan assets (218.2 ) (230.6 ) (235.2 ) (104.6 ) (114.4 ) (127.5 )
Amortization of prior service credit (2.5 ) (2.5 ) (2.5 ) (2.5 ) (3.7 ) (2.4 )
Recognized net actuarial loss 116.6
125.1
126.4
34.2
42.3
49.8
Curtailment gain —
—
—
(0.1 ) —
(5.4 )
Settlement loss —
—
—
1.2
6.4
—
Net periodic pension cost (income) $ 93.4
$ 78.6
$ 100.0
$ (0.7 ) $ 1.1
$ (7.6 )


	U.S. Plans						International Plans
Year ended December 31,	2021		2020		2019		2021		2020		2019
Service cost(i)	$	—	$	—	$	—	$	3.0	$	2.8	$	2.8
Interest cost	117.6		162.5		197.5		36.7		53.4		68.3
Expected return on plan assets	(199.8)		(208.6)		(218.2)		(81.6)		(90.6)		(104.6)
Amortization of prior service credit	(2.5)		(2.5)		(2.5)		(2.8)		(2.5)		(2.5)
Recognized net actuarial loss	135.6		135.5		116.6		48.3		43.2		34.2
Curtailment gain	—		—		—		—		—		(0.1)
Settlement loss	288.1		142.1		—		211.3		—		1.2
Net periodic pension cost (income)	$	339.0	$	229.0	$	93.4	$	214.9	$	6.3	$	(0.7)

⁽ⁱ⁾ Service cost is reported in cost of revenue ~~- services~~ and selling, general and administrative expenses. All other components of net periodic pension cost are reported in other ~~income~~ (expense), net in the consolidated statements of ~~income.~~income (loss).

Management’s significant assumption used in the determination of the defined benefit pension plan obligations, and settlement losses with respect to the U.S. pension plans, is the discount rate. Weighted-average assumptions used to determine net periodic pension cost ~~for the years ended December 31~~ were as follows:

U.S. Plans International Plans
Year ended December 31, 2019
2018
2017
2019
2018
2017
Discount rate 4.50 % 3.87 % 4.38 % 2.55 % 2.24 % 2.34 %
Expected long-term rate of return on assets 6.80 % 6.80 % 6.80 % 4.18 % 4.38 % 5.30 %

Weighted-average assumptions used to determine benefit obligations at December 31 were as follows:
Discount rate 3.53 % 4.50 % 3.87 % 1.82 % 2.55 % 2.24 %


	U.S. Plans						International Plans
Year ended December 31,	2021		2020		2019		2021		2020		2019
Discount rate	2.85	%	3.53	%	4.50	%	1.23	%	1.82	%	2.55	%
Expected long-term rate of return on assets	6.07	%	6.50	%	6.80	%	3.30	%	3.50	%	4.18	%

Weighted-average assumptions used to determine benefit obligations at December 31 were as follows:
Discount rate	3.18	%	2.85	%	3.53	%	1.73	%	1.23	%	1.82	%

The company’s investment policy targets and ranges for each asset category are as follows:

U.S. International
Asset Category Target
Range Target
Range
Equity securities 42 % 36-48% 19 % 16-23%
Debt securities 38 % 35-41% 61 % 54-67%
Real estate 0 % 0% 1 % 0-3%
Cash 0 % 0-5% 1 % 0-5%
Other 20 % 10-30% 18 % 11-26%


	U.S.			International
Asset Category	Target		Range	Target		Range
Equity securities	52	%	47-57%	18	%	15-20%
Debt securities	34	%	29-39%	62	%	57-66%

Cash	0	%	0-5%	0	%	0-5%
Other	14	%	9-19%	20	%	17-24%

The company periodically reviews its asset allocation, taking into consideration plan liabilities, local regulatory requirements, plan payment streams and then-current capital market assumptions. The actual asset allocation for each plan is monitored at least quarterly, relative to the established policy targets and ranges. If the actual asset allocation is close to or out of any of the ranges, a review is conducted. Rebalancing will occur toward the target allocation, with due consideration given to the liquidity of the investments and transaction costs.

The objectives of the company’s investment strategies are as follows: (a) to provide a total return that, over the long term, increases the ratio of plan assets to liabilities by maximizing investment return on assets, at a level of risk deemed appropriate, (b) to maximize return on assets by investing ~~primarily~~ in equity securities in the U.S. and for international plans by investing in appropriate asset classes, subject to the constraints of each ~~plan~~plan’s asset allocation targets, as discussed above, design and local regulations, (c) to diversify investments within asset classes to reduce the impact of losses in single investments, and (d) for the U.S. ~~plan~~plans to invest in compliance with the Employee Retirement Income Security Act of 1974 (ERISA), as amended and any subsequent applicable regulations and laws, and for international plans to invest in a prudent manner in compliance with local applicable regulations and laws.

The company sets the expected long-term rate of return based on the expected long-term return of the various asset categories in which it invests. The company considered the current expectations for future returns and the actual historical returns of each asset class. Also, since the company’s investment policy is to actively manage certain asset classes where the potential exists to

outperform the broader market, the expected returns for those asset classes were adjusted to reflect the expected additional returns.

In ~~2020,~~2022, the company expects to make cash contributions of ~~$278.9 million to its worldwide defined benefit pension plans, which are comprised of $238.8 million for the company’s U.S. qualified defined benefit pension plans and $40.1~~$40.2 million, primarily for international defined benefit pension plans.

As of December 31, ~~2019,~~2021, the following benefit payments are expected to be paid from the defined benefit pension plans:

Year ending December 31, U.S.
International
2020 $ 358.3
$ 104.4
2021 355.0
106.3
2022 351.5
115.1
2023 347.6
120.6
2024 342.5
125.2
2025 - 2029 1,585.7
649.0


Year	U.S.		International
2022	$	308.6	$	87.9
2023	302.4		90.9
2024	295.5		94.4
2025	287.6		96.1
2026	279.1		99.6
2027 - 2030	1,240.5		538.2

Other postretirement benefits A reconciliation of the benefit obligation, fair value of the plan assets and the funded status of the postretirement benefit plans ~~at December 31, 2019 and 2018,~~ follows:


As of December 31,	2021		2020
Change in accumulated benefit obligation
Benefit obligation at beginning of year	$	80.2	$	95.7
Service cost	0.4		0.5
Interest cost	1.8		4.4
Plan participants’ contributions	1.7		2.3
Amendments	1.2		—
Actuarial loss (gain)	1.8		(13.8)
Benefits paid	(5.9)		(8.8)
Foreign currency translation and other adjustments	(0.1)		(0.1)
Benefit obligation at end of year	$	81.1	$	80.2
Change in plan assets
Fair value of plan assets at beginning of year	$	6.0	$	6.9
Actual return on plan assets	(0.2)		(0.4)
Employer contributions	4.0		6.0
Plan participants’ contributions	1.7		2.3
Benefits paid	(5.9)		(8.8)
Fair value of plan assets at end of year	$	5.6	$	6.0
Funded status at end of year	$	(75.5)	$	(74.2)
Amounts recognized in the consolidated balance sheets consist of:

Other accrued liabilities	$	(6.1)	$	(5.4)
Long-term postretirement liabilities	(69.4)		(68.8)
Total funded status	$	(75.5)	$	(74.2)
Accumulated other comprehensive loss, net of tax
Net loss (income)	$	1.4	$	(3.0)
Prior service credit	(2.1)		(4.9)

As of December 31, 2019
2018
Change in accumulated benefit obligation
Benefit obligation at beginning of year $ 96.2
$ 103.2
Service cost 0.5
0.6
Interest cost 4.8
4.8
Plan participants’ contributions 2.7
3.1
Actuarial loss (gain) 1.0
(4.2 )
Federal drug subsidy —
0.2
Benefits paid (8.9 ) (11.5 )
Foreign currency translation and other adjustments (0.6 ) —
Benefit obligation at end of year $ 95.7
$ 96.2
Change in plan assets
Fair value of plan assets at beginning of year $ 7.8
$ 7.6
Actual return on plan assets (0.2 ) (0.4 )
Employer contributions 5.5
9.0
Plan participants’ contributions 2.7
3.1
Benefits paid (8.9 ) (11.5 )
Fair value of plan assets at end of year $ 6.9
$ 7.8
Funded status at end of year $ (88.8 ) $ (88.4 )
Amounts recognized in the consolidated balance sheets consist of:
Prepaid postretirement assets $ 0.3
$ 1.2
Other accrued liabilities (6.6 ) (8.0 )
Long-term postretirement liabilities (82.5 ) (81.6 )
Total funded status $ (88.8 ) $ (88.4 )
Accumulated other comprehensive loss, net of tax
Net loss $ 11.1
$ 10.5
Prior service credit (6.6 ) (8.2 )

Net periodic postretirement benefit cost ~~for 2019, 2018 and 2017,~~ follows:

Year ended December 31, 2019
2018
2017
Service cost⁽ⁱ⁾
$ 0.5
$ 0.6
$ 0.5
Interest cost 4.8
4.8
5.6
Expected return on assets (0.4 ) (0.4 ) (0.5 )
Amortization of prior service cost (1.7 ) (1.6 ) (0.7 )
Recognized net actuarial loss 0.7
1.0
0.8
Net periodic benefit cost $ 3.9
$ 4.4
$ 5.7


Year ended December 31,	2021		2020		2019
Service cost(i)	$	0.4	$	0.5	$	0.5
Interest cost	1.8		4.4		4.8
Expected return on assets	(0.3)		(0.4)		(0.4)
Amortization of prior service cost	(1.7)		(1.6)		(1.7)
Recognized net actuarial (gain) loss	(2.1)		1.0		0.7
Net periodic benefit cost	$	(1.9)	$	3.9	$	3.9

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

Weighted-average assumptions used to determine net periodic postretirement benefit cost ~~for the years ended December 31~~ were as follows:

Year ended December 31, 2019
2018
2017
Discount rate 5.67 % 5.30 % 5.53 %
Expected return on plan assets 5.50 % 5.50 % 5.50 %


Year ended December 31,	2021		2020		2019
Discount rate	2.21	%	5.13	%	5.67	%
Expected return on plan assets	5.50	%	5.50	%	5.50	%

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

Year ended December 31, 2019
2018
2017
Discount rate 5.13 % 5.67 % 5.30 %


Year ended December 31,	2021		2020		2019
Discount rate	2.70	%	2.21	%	5.13	%

The company reviews its asset allocation periodically, taking into consideration plan liabilities, plan payment streams and then-current capital market assumptions. The company sets the long-term expected return on asset assumption, based principally on the long-term expected return on debt securities. These return assumptions are based on a combination of current market conditions, capital market expectations of third-party investment advisors and actual historical returns of the asset classes. In ~~2020,~~2022, the company expects to contribute approximately $7$6 million to its postretirement benefit plans.

Assumed health care cost trend rates at December 31, 2019
2018
Health care cost trend rate assumed for next year 5.8 % 6.8 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.5 % 4.8 %
Year that the rate reaches the ultimate trend rate 2025
2023


Assumed health care cost trend rates at December 31,	2021		2020
Health care cost trend rate assumed for next year	6.5	%	5.4	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.5	%	4.5	%
Year that the rate reaches the ultimate trend rate	2033		2025

As of December 31, ~~2019,~~2021, the following benefits are expected to be paid from the company’s postretirement plans:


Year	Expected Payments
2022	$	7.1
2023	6.7
2024	6.2
2025	5.7
2026	5.3
2027 – 2031	21.1

Year ending December 31,
Expected
Payments

2020 $ 7.7
2021 6.7
2022 6.3
2023 6.0
2024 5.6
2025 – 2029 22.3

The following provides a description of the valuation methodologies and the levels of inputs used to measure fair value, and the general classification of investments in the company’s U.S. and international defined benefit pension plans, and the company’s other postretirement benefit plan.

Level 1 – These investments include cash, common stocks, real estate investment trusts, exchange traded funds, futures and options and U.S. government securities. These investments are valued using quoted prices in an active market. Payables, receivables and cumulative futures contracts variation margin received from brokers are also included as Level 1 investments and are valued at face value.

Level 2 – These investments include the following:

Pooled Funds – These investments are comprised of money market funds and fixed income securities. The money market funds are valued using the readily determinable fair value (RDFV) provided by trustees of the funds. The fixed income securities are valued based on quoted prices for identical or similar investments in markets that may not be active.

Commingled Funds – These investments are comprised of debt, equity and other securities and are valued using the RDFV provided by trustees of the funds. The fair value per share for these funds are published and are the basis for current transactions.

Other Fixed Income – These investments are comprised of corporate and government fixed income investments and asset and mortgage-backed securities for which there are quoted prices for identical or similar investments in markets that may not be active.

Derivatives – These investments include forward exchange contracts and options, which are traded on an active market, but not on an exchange; therefore, the inputs may not be readily observable. These investments also include fixed income futures and other derivative instruments.

Level 3 – These investments include the following:

Insurance Contracts – These investments are insurance contracts which are carried at book value, are not publicly traded and are reported at a fair value determined by the insurance provider.

Certain investments are valued using net asset value (NAV) as a practical expedient. These investments may not be redeemable on a daily basis and may have redemption notice periods of up to 120 days. These investments include the following:

Commingled Funds – These investments are comprised of debt, equity and other securities.

Private Real Estate and Private Equity - These investments represent interests in limited partnerships which invest in privately-held companies or privately-held real estate or other real assets. Net asset values are developed and reported by the general partners that manage the partnerships. These valuations are based on property appraisals, utilization of market transactions that provide valuation information for comparable companies, discounted cash flows, and other methods. These valuations are reported quarterly and adjusted as necessary at year end based on cash flows within the most recent period.

The following table sets forth by level, within the fair value hierarchy, the plans’ assets (liabilities) at fair value at December 31, ~~2019.~~2021.


																							U.S. Plans								International Plans
	U.S. Plans											International Plans
As of December 31, 2019	Fair Value			Level 1			Level 2			Level 3		Fair Value			Level 1			Level 2		Level 3
As of December 31, 2021																						As of December 31, 2021	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Pension plans																						Pension plans
Equity Securities																						Equity Securities
Common Stocks	$	955.3		$	952.8		$	2.5		$	—	$	—		$	—		$	—	$	—	Common Stocks	$	654.3	$	652.4	$	1.9	$	—	$	—	$	—	$	—	$	—
Commingled Funds	578.8						578.8					176.7						176.7				Commingled Funds	398.9				398.9				34.1				34.1
Debt Securities																						Debt Securities
U.S. Govt. Securities	436.0			436.0																		U.S. Govt. Securities	413.2		413.2
Other Fixed Income	278.1						278.1					91.0						91.0				Other Fixed Income	479.3				479.3				3.0				3.0
Insurance Contracts												123.1								123.1		Insurance Contracts									110.2						110.2
Commingled Funds	433.6						433.6					441.0						441.0				Commingled Funds	525.2				525.2				383.8				383.8
Real Estate																						Real Estate
Real Estate Investment Trusts	14.0			14.0								1.0						1.0				Real Estate Investment Trusts	154.1		154.1						0				0
Commingled Funds	186.5						186.5
Other																						Other
Derivatives⁽ⁱ⁾	(103.5		)	(8.2		)	(95.3		)			6.5						6.5				Derivatives(i)	(53.7)		5.8		(59.5)				0				0
Commingled Funds												372.8						372.8				Commingled Funds									390.0				390.0
Pooled Funds	135.5						135.5					189.2						189.2				Pooled Funds	108.4				108.4				0				0
Cumulative futures contracts variation margin paid to brokers	8.2			8.2																		Cumulative futures contracts variation margin paid to brokers	(5.8)		(5.8)
Cash	2.0			2.0								18.1			18.1							Cash	0.2		0.2						28.7		28.7
Receivables	14.4			14.4								0.2			0.2							Receivables	15.7		15.7						0		0
Payables	(7.4		)	(7.4		)						(7.3		)	(7.3		)					Payables	(1.1)		(1.1)						0		0
Total plan assets in fair value hierarchy	$	2,931.5		$	1,411.8		$	1,519.7		$	—	$	1,412.3		$	11.0		$	1,278.2	$	123.1	Total plan assets in fair value hierarchy	$	2,688.7	$	1,234.5	$	1,454.2	$	—	$	949.8	$	28.7	$	810.9	$	110.2
Plan assets measured using NAV as a practical expedient^(ii):																						Plan assets measured using NAV as a practical expedient(ii):
Commingled Funds																						Commingled Funds
Equity	$	—										$	406.9									Equity	$	—							$	404.5
Debt	86.3											941.0										Debt	78.6								1,077.3
Other	127.0											24.8										Other	112.5
Private Real Estate	189.0											31.4										Private Real Estate	234.2
Private Equity	0.4											—										Private Equity	25.3
Total pension plan assets	$	3,334.2										$	2,816.4									Total pension plan assets	$	3,139.3							$	2,431.6
Other postretirement plans																						Other postretirement plans
Insurance Contracts	$	6.9								$	6.9											Insurance Contracts	$	5.6					$	5.6

⁽ⁱ⁾ Level 1 derivatives represent unrealized appreciation or depreciation on open futures contracts. The value of open futures contracts includes derivatives and the cumulative futures contracts variation margin paid to or received from brokers.

⁽ⁱⁱ⁾ Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table for these investments are included to permit reconciliation of the fair value hierarchy to the total plan assets.

The following table sets forth by level, within the fair value hierarchy, the plans’ assets (liabilities) at fair value at December 31, ~~2018.~~2020.

U.S. Plans International Plans
As of December 31, 2018 Fair Value
Level 1
Level 2
Level 3
Fair Value
Level 1
Level 2
Level 3
Pension plans
Equity Securities
Common Stocks $ 911.7
$ 909.0
$ 2.7

$ —
$ —
$ —
$ —
Commingled Funds 494.8
494.8
165.6
165.6

Debt Securities
U.S. Govt. Securities 498.5
498.5

Other Fixed Income 374.6
374.6
145.5
0.2
145.3

Insurance Contracts

123.7
123.7
Commingled Funds 196.6
196.6
321.4
321.4

Real Estate
Real Estate Investment Trusts 17.0
17.0
1.3
1.3

Commingled Funds 156.7
156.7

Other
Derivatives⁽ⁱ⁾
35.8
33.6
2.2
2.4
2.4

Commingled Funds 317.0
317.0

Pooled Funds 143.7
143.7
123.6
123.6

Cumulative futures contracts variation margin received from brokers (29.3 ) (29.3 )
Cash 3.7
3.7
29.6
29.6

Receivables 20.5
20.5
2.0
2.0

Payables (1.4 ) (1.4 ) (2.3 ) (2.3 )
Total plan assets in fair value hierarchy $ 2,822.9
$ 1,451.6
$ 1,371.3
$ —
$ 1,229.8
$ 29.5
$ 1,076.6
$ 123.7
Plan assets measured using NAV as a practical expedient^(ii):

Commingled Funds
Equity $ —
$ 454.9

Debt —
814.0

Other 110.2
23.9

Private Real Estate 179.1
16.8

Private Equity 0.6
—

Total pension plan assets $ 3,112.8
$ 2,539.4

Other postretirement plans
Insurance Contracts $ 7.8
$ 7.8


	U.S. Plans								International Plans
As of December 31, 2020	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Pension plans
Equity Securities
Common Stocks	$	774.1	$	771.2	$	2.9	$	—	$	—	$	—	$	—	$	—
Commingled Funds	640.6				640.6				153.4				153.4
Debt Securities
U.S. Govt. Securities	388.5		388.5
Other Fixed Income	589.9				589.9				125.8				125.8
Insurance Contracts									127.5						127.5
Commingled Funds	689.9				689.9				471.2				471.2
Real Estate
Real Estate Investment Trusts	112.1		112.1						2.0				2.0

Other
Derivatives(i)	(67.3)		5.0		(72.3)				20.5				20.5
Commingled Funds									381.4				381.4
Pooled Funds	233.4				233.4				178.0				178.0
Cumulative futures contracts variation margin received from brokers	(1.1)		(1.1)
Cash	21.8		21.8						111.7		111.7
Receivables	28.8		28.8						2.1		2.1
Payables	(7.3)		(7.3)						(20.7)		(20.7)
Total plan assets in fair value hierarchy	$	3,403.4	$	1,319.0	$	2,084.4	$	—	$	1,552.9	$	93.1	$	1,332.3	$	127.5
Plan assets measured using NAV as a practical expedient(ii):
Commingled Funds
Equity	$	—							$	429.9
Debt	121.7								1,067.4
Other	104.2								27.4
Private Real Estate	208.0								51.8
Private Equity	10.5								0
Total pension plan assets	$	3,847.8							$	3,129.4
Other postretirement plans
Insurance Contracts	$	6.0					$	6.0

The following table sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the year ended December 31, ~~2019.~~2021.


	January 1, 2019		Realized gains (losses)			Purchases or acquisitions		Sales or dispositions			Currency and unrealized gains (losses) relating to instruments still held at December 31, 2019		December 31, 2019			January 1, 2021		Realized gains (losses)		Purchases or acquisitions		Sales or dispositions		Currency and unrealized gains (losses) relating to instruments still held at December 31, 2021		December 31, 2021
U.S. plans															U.S. plans
Other postretirement plans															Other postretirement plans
Insurance Contracts	$	7.8	$	(0.3	)	$	—	$	(0.6	)	$	—	$	6.9	Insurance Contracts	$	6.0	$	(0.1)	$	—	$	(0.3)	$	—	$	5.6
International pension plans															International pension plans
Insurance Contracts	$	123.7	$	—		$	6.4	$	(12.0	)	$	5.0	$	123.1	Insurance Contracts	$	127.5	$	—	$	36.1	$	(48.7)	$	(4.7)	$	110.2

The following table sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the year ended December 31, ~~2018.~~2020.


	January 1, 2020		Realized gains (losses)		Purchases or acquisitions		Sales or dispositions		Currency and unrealized gains (losses) relating to instruments still held at December 31, 2020		December 31, 2020
U.S. plans
Other postretirement plans
Insurance Contracts	$	6.9	$	(0.4)	$	—	$	(0.5)	$	—	$	6.0
International pension plans
Insurance Contracts	$	123.1	$	—	$	4.1	$	(11.5)	$	11.8	$	127.5

January 1,
2018

Realized
gains
(losses)

Purchases
or
acquisitions

Sales
or
dispositions
Currency and unrealized gains (losses) relating to instruments still held at December 31, 2018
December 31,
2018
U.S. plans
Other postretirement plans
Insurance Contracts $ 7.6
$ (0.4 ) $ 0.6
$ —
$ —
$ 7.8
International pension plans
Insurance Contracts $ 135.8
$ —
$ 3.5
$ (11.7 ) $ (3.9 ) $ 123.7

The following table presents additional information about plan assets valued using the net asset value as a practical expedient within the fair value hierarchy table.


	2019						2018							2021						2020
	Fair Value		Unfunded Commit-ments		Redemption Frequency	Redemption Notice Period Range	Fair Value		Unfunded Commit-ments		Redemption Frequency	Redemption Notice Period Range		Fair Value		Unfunded Commit-ments		Redemption Frequency	Redemption Notice Period Range	Fair Value		Unfunded Commit-ments		Redemption Frequency	Redemption Notice Period Range
U.S. plans													U.S. plans
Commingled Funds													Commingled Funds
Debt	$	86.3	$	—	Monthly	45 days	$	—	$	—			Debt	$	78.6	$	—	Monthly	45 days	$	121.7	$	—	Monthly	45 days
Other	127.0		—		Monthly	5 days	110.2		—		Monthly	5 days	Other	112.5		—		Monthly	5 days	104.2		—		Monthly	5 days
Private Real Estate⁽ⁱ⁾	189.0		44.4		Quarterly	60-90 days	179.1		—		Quarterly	60-90 days	Private Real Estate(i)	234.2		—		Quarterly	60-90 days	208.0		15.7		Quarterly	60-90 days
Private Equity⁽ⁱⁱ⁾	0.4		—				0.6		—				Private Equity(ii)	25.3		28.6				10.5		20.9
Total	$	402.7	$	44.4			$	289.9	$	—			Total	$	450.6	$	28.6			$	444.4	$	36.6
International pension plans													International pension plans
Commingled Funds													Commingled Funds
Equity	$	406.9	$	—	Weekly	Up to 2 days	$	454.9	$	—	Weekly	Up to 2 days	Equity	$	404.5	$	—	Weekly	Up to 2 days	$	429.9	$	—	Weekly	Up to 2 days
Debt	941.0		117.9		Daily, Weekly, Biweekly, Bimonthly, Monthly, Quarterly	Up to 120 days	814.0		—		Daily, Weekly, Biweekly, Bimonthly	Up to 30 days	Debt	1,077.3		138.9		Weekly, Monthly, Quarterly	Up to 120 days	1,067.4		86.2		Weekly, Bimonthly, Monthly, Quarterly	Up to 120 days
Other	24.8		—		Monthly	Up to 30 days	23.9		—		Monthly	Up to 30 days	Other	—		—				27.4		—		Monthly	Up to 30 days
Private Real Estate	31.4		—		Monthly	Up to 90 days	16.8		—		Monthly	Up to 90 days	Private Real Estate	—		—				51.8		—		Monthly	Up to 90 days
Total	$	1,404.1	$	117.9			$	1,309.6	$	—			Total	$	1,481.8	$	138.9			$	1,576.5	$	86.2

⁽ⁱ⁾ Includes investments in private real estate funds. The funds invest in U.S. real estate and allow redemptions quarterly, though queues, restrictions and gates may extend the period. A redemption has been requested from 1 fund, which has a redemption queue with estimates of full receipt of three to four years.

⁽ⁱⁱ⁾ Includes investments in limited partnerships, which invest primarily in ~~U.S. buyouts~~secondary markets and ~~venture capital.~~private credit. The investments can never be redeemed. ~~The partnerships are all currently being wound up, and are expected to make all distributions over the next three years.~~

Note 1719 — Litigation and contingencies

There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against the company, 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. 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. 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.

The company believes that it has valid defenses with respect to legal matters pending against it. Based on its experience, the company also believes that the damage amounts claimed in the lawsuits disclosed below are not a meaningful indicator of the company’s potential liability. Litigation is inherently unpredictable, however, and it is possible that the company’s results of operations or cash ~~flows~~flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against it.

In April 2007, the Ministry of Justice of Belgium sued Unisys Belgium SA-NV, a Unisys subsidiary (Unisys Belgium), in the Court of First Instance of Brussels. The Belgian government had engaged the company to design and develop software for a computerized system to be used to manage the Belgian court system. The Belgian State terminated the contract and in its lawsuit has alleged that the termination was justified because Unisys Belgium failed to deliver satisfactory software in a timely manner. It claims damages of approximately €28.0 million. Unisys Belgium filed its defense and counterclaim in April 2008, in the amount of approximately €18.5 million. The company believes it has valid defenses to the claims and contends that the Belgian State’s termination of the contract was unjustified.

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 December 31, ~~2019,~~2021, 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 up to approximately ~~$103~~$75 million.

On June 26, 2014, the State of Louisiana filed a Petition for Damages against, among other defendants, the company and Molina Information Systems, LLC, in the Parish of East Baton Rouge, 19th Judicial District. The State alleged that between 1989 and 2012 the defendants, each acting successively as the State’s Medicaid fiscal intermediary, utilized an incorrect reimbursement formula for the payment of pharmaceutical claims causing the State to pay excessive amounts for prescription drugs. The State contends overpayments of approximately $100 million for the period 1995 through 2012. The company believes that it has valid defenses to Louisiana’s claims and is asserting them in the pending litigation.

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.

Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such matters could exceed the amounts accrued in an amount that 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 December 31, ~~2019,~~2021, it has adequate provisions for any such matters.

Note 1820 — Stockholders’ equity

The company has 150 million authorized shares of common stock, par value $.01 per share, and 40 million shares of authorized preferred stock, par value $1 per share, issuable in series.

At December 31, ~~2019, 22.6~~2021, 13.0 million shares of unissued common stock of the company were reserved principally for future issuance under stock-based incentive ~~plans and the company’s convertible senior notes.~~plans.

Accumulated other comprehensive ~~income (loss) as of December 31, 2019, 2018 and 2017,~~loss is as follows:


	Total		Translation Adjustments		Postretirement Plans
Balance at December 31, 2018	$	(4,084.8)	$	(896.7)	$	(3,188.1)
Other comprehensive income before reclassifications	136.8		23.8		113.0
Amounts reclassified from accumulated other comprehensive loss	(140.6)		—		(140.6)
Current period other comprehensive (loss) income	(3.8)		23.8		(27.6)
Balance at December 31, 2019	(4,088.6)		(872.9)		(3,215.7)
Other comprehensive income before reclassifications	489.4		78.6		410.8
Amounts reclassified from accumulated other comprehensive loss	(340.3)		(32.3)		(308.0)
Current period other comprehensive income	149.1		46.3		102.8
Balance at December 31, 2020	(3,939.5)		(826.6)		(3,112.9)
Other comprehensive income (loss) before reclassifications	58.6		(43.6)		102.2
Amounts reclassified from accumulated other comprehensive loss	616.8		4.0		612.8
Current period other comprehensive income (loss)	675.4		(39.6)		715.0
Balance at December 31, 2021	$	(3,264.1)	$	(866.2)	$	(2,397.9)

Total

Translation
Adjustments

Postretirement
Plans

Balance at December 31, 2016 $ (4,152.8 ) $ (927.1 ) $ (3,225.7 )
Other comprehensive income before reclassifications 506.8
121.9
384.9
Amounts reclassified from accumulated other comprehensive income (169.8 ) (11.8 ) (158.0 )
Current period other comprehensive income 337.0
110.1
226.9
Balance at December 31, 2017 (3,815.8 ) (817.0 ) (2,998.8 )
Reclassification pursuant to ASU No. 2018-02 (208.7 ) —
(208.7 )
Other comprehensive income before reclassifications 96.7
(79.7 ) 176.4
Amounts reclassified from accumulated other comprehensive income (157.0 ) —
(157.0 )
Current period other comprehensive income (269.0 ) (79.7 ) (189.3 )
Balance at December 31, 2018 (4,084.8 ) (896.7 ) (3,188.1 )
Other comprehensive income before reclassifications 136.8
23.8
113.0
Amounts reclassified from accumulated other comprehensive income (140.6 ) —
(140.6 )
Current period other comprehensive income (3.8 ) 23.8
(27.6 )
Balance at December 31, 2019 $ (4,088.6 ) $ (872.9 ) $ (3,215.7 )

Amounts reclassified out of accumulated other comprehensive ~~income for the three years ended December 31, 2019~~loss are as follows:

Year ended December 31, 2019
2018
2017
Translation Adjustments:
Adjustment for substantial completion of liquidation of foreign subsidiaries⁽ⁱ⁾
$ —
$ —
$ (11.8 )
Postretirement Plans:
Amortization of prior service cost⁽ⁱⁱ⁾
5.9
7.1
5.6
Amortization of actuarial losses⁽ⁱⁱ⁾
(149.7 ) (165.9 ) (174.1 )
Curtailment gain⁽ⁱⁱ⁾
—
—
5.4
Settlement loss⁽ⁱⁱ⁾
(1.1 ) (3.9 ) —
Total before tax (144.9 ) (162.7 ) (174.9 )
Income tax benefit 4.3
5.7
5.1
Total reclassifications for the period $ (140.6 ) $ (157.0 ) $ (169.8 )


Year ended December 31,	2021		2020		2019
Translation Adjustments:
Adjustment for substantial completion of liquidation of foreign subsidiaries(i)	$	4.0	$	(32.3)	$	—
Postretirement Plans:
Amortization of prior service cost(ii)	(6.2)		5.9		5.9
Amortization of actuarial losses(ii)	178.9		(177.3)		(149.7)
Settlement loss(ii)	499.4		(142.1)		(1.1)
Total before tax	676.1		(345.8)		(144.9)
Income tax benefit	(59.3)		5.5		4.3
Total reclassifications for the period	$	616.8	$	(340.3)	$	(140.6)

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

⁽ⁱⁱ⁾ Included in net periodic postretirement cost (see Note ~~16)~~18, “Employee plans”)

The following table summarizes the changes in shares of common stock and treasury ~~stock during the three years ended December 31, 2019:~~stock:

Common
Stock

Treasury
Stock

Balance at December 31, 2016 52.8
2.7
Stock-based compensation 0.6
0.2
Balance at December 31, 2017 53.4
2.9
Stock-based compensation 0.8
0.2
Balance at December 31, 2018 54.2
3.1
Debt exchange 10.6
—
Stock-based compensation 1.1
0.4
Balance at December 31, 2019 65.9
3.5


	Common Stock	Treasury Stock
Balance at December 31, 2018	54.2	3.1
Debt exchange	10.6	—
Stock-based compensation	1.1	0.4
Balance at December 31, 2019	65.9	3.5
Stock-based compensation	0.9	0.3
Balance at December 31, 2020	66.8	3.8
Debt exchange	4.6	1.2
Stock-based compensation	1.1	0.3
Balance at December 31, 2021	72.5	5.3

Note 1921 — Segment information

~~Effective~~In January ~~1, 2018,~~2021, the company ~~adopted~~changed its organizational structure to more effectively address evolving client needs. With these changes, the ~~requirements~~company changed its reportable segments, but this did not impact the consolidated financial statements as of ~~ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606), which resulted in an adjustment to Technology revenue~~December 31, 2020 and profit of $53.0 million in the first quarter of 2018. The adjustment represents revenue from software license extensions and renewals, which were contracted for in the fourth quarter of 2017 and properly recorded as revenue at that time under the revenue recognition rules then in effect (Topic 605). Topic 606 requires revenue related to software license renewals or extensions to be recorded when the new license term begins, which in the case of the $53.0 million, is January 1, 2018.2019.

The ~~company has 2 business segments: Services and Technology. Revenue classifications within the Services and Technology segment~~company’s reportable segments are as follows:

•Digital Workplace Solutions (DWS), which provides solutions that transform digital workplaces securely and create exceptional end-user experiences;

•Cloud and ~~infrastructure services. This represents revenue from helping clients apply~~Infrastructure Solutions (C&I), which provides solutions that drive modern IT service platforms, cloud applications development, intelligent services, and ~~as-a-service delivery models to capitalize on business opportunities, make their end users more productive~~cybersecurity services; and ~~manage~~

•Enterprise Computing Solutions (ECS), which provides solutions that harness secure, continuous high-intensity computing and ~~secure their IT infrastructure and operations more economically.~~enable digital services through software-defined operating environments.

Application services. This represents revenue from helping clients transform their business processes by developing and managing new leading-edge applications for select industries, offering advanced data analytics and modernizing existing enterprise applications.

Business process outsourcing (BPO) services. This represents revenue from the management of critical processes and functions for clients in target industries, helping them improve performance and reduce costs.

Technology. This represents revenue from designing and developing software and offering hardware and other related products to help clients improve security, reduce costs and flexibility and improve the efficiency of their data-center environments.

The accounting policies of each ~~business~~ segment are the same as those followed by the company as a whole. Intersegment sales and transfers are priced as if the sales or transfers were to third parties. Accordingly, the ~~Technology~~ECS segment ~~recognizes~~records intersegment revenue and manufacturing profit on ~~software~~hardware and ~~hardware~~software shipments to customers under ~~Services contracts. The~~

~~Services segment,~~contracts of other segments. These segments, in turn, ~~recognizes~~record customer revenue and marketing profits on such shipments of company ~~software~~hardware and ~~hardware~~software to customers. ~~The Services segment also includes the sale of software and hardware products sourced from third parties that are sold to customers through the company’s Services channels.~~ In the company’s consolidated statements of income (loss), the manufacturing costs of products sourced from the ~~Technology~~ECS segment and sold to ~~Services~~other segments’ customers are reported in cost of revenue for ~~Services.~~

these other segments. Also included in the ~~Technology~~ECS segment’s sales and ~~operating~~gross profit are sales of ~~software~~hardware and ~~hardware~~software sold to ~~the Services segment~~other segments for internal use in ~~Services~~their engagements. The amount of such profit included in ~~operating income~~gross profit of the ~~Technology~~ECS segment for the years ended December 31, 2021, 2020 and 2019 ~~2018~~was $1.4 million, $7.8 million and ~~2017 was~~ $5.7 million, ~~$4.2 million and $6.3 million,~~ respectively. The sales and profit on these transactions is eliminated in Corporate.

The company evaluates ~~business~~ segment performance based on ~~operating income~~gross profit exclusive of the service cost component of postretirement income or expense, restructuring charges, amortization of purchased intangibles and unusual and nonrecurring items, which are included in Corporate. ~~All other corporate and centrally incurred costs are allocated~~In 2021, the company also changed its internal measurement of segment profitability. Prior period amounts have therefore been reclassified to be comparable to the ~~business segments based principally on revenue, employees, square footage or usage. NaN~~current period’s presentation. No single customer accounts for more than 10% of revenue. ~~Revenue from various agencies of the U.S. Government, which is reported in both business segments, was approximately $726 million, $574 million and $571 million in 2019, 2018 and 2017, respectively.~~

Corporate assets are principally cash and cash equivalents, prepaid postretirement assets and deferred income taxes. The expense or income related to corporate assets isand centrally incurred costs are allocated to the business segments.

~~Customer revenue~~A summary of the company’s operations by ~~classes of similar products or services, by~~reportable segment is presented below:


	Total Segments		DWS		C&I		ECS
2021
Customer revenue	$	1,741.0	$	567.0	$	496.5	$	677.5
Intersegment	1.4		—		—		1.4
Total revenue	$	1,742.4	$	567.0	$	496.5	$	678.9
Gross profit	$	561.5	$	76.3	$	56.6	$	428.6
Depreciation and amortization	$	129.1	$	18.5	$	55.1	$	55.5
Total assets	$	1,236.6	$	352.7	$	290.7	$	593.2
Capital expenditures	$	78.8	$	13.4	$	13.2	$	52.2
2020
Customer revenue	$	1,713.2	$	588.3	$	465.2	$	659.7
Intersegment	0.1		—		—		0.1
Total revenue	$	1,713.3	$	588.3	$	465.2	$	659.8
Gross profit	$	454.2	$	55.3	$	23.2	$	375.7
Depreciation and amortization	$	119.3	$	14.5	$	49.3	$	55.5
Total assets	$	1,005.3	$	220.7	$	203.6	$	581.0
Capital expenditures	$	83.4	$	13.6	$	24.6	$	45.2
2019
Customer revenue	$	1,878.4	$	641.2	$	527.1	$	710.1
Intersegment	—		—		—		—
Total revenue	$	1,878.4	$	641.2	$	527.1	$	710.1
Gross profit	$	512.9	$	65.2	$	33.5	$	414.2
Depreciation and amortization	$	116.7	$	18.0	$	54.1	$	44.6
Total assets	$	962.8	$	182.2	$	231.1	$	549.5
Capital expenditures	$	120.2	$	15.2	$	42.1	$	62.9

Year ended December 31, 2019
2018
2017
Services
Cloud & infrastructure services $ 1,567.7
$ 1,363.4
$ 1,334.3
Application services 750.4
772.4
791.0
BPO services 234.6
250.5
202.9
Total Services 2,552.7
2,386.3
2,328.2
Technology 396.0
438.7
413.6
Total customer revenue $ 2,948.7
$ 2,825.0
$ 2,741.8
Presented below is a reconciliation of total segment revenue to total consolidated revenue:


Year ended December 31,	2021		2020		2019
Total segment revenue	$	1,742.4	$	1,713.3	$	1,878.4
Other revenue	313.4		313.1		344.4
Elimination of intercompany revenue	(1.4)		(0.1)		—
Total consolidated revenue	$	2,054.4	$	2,026.3	$	2,222.8

Presented below is a reconciliation of total segment ~~operating income~~gross profit to total consolidated ~~income (loss)~~loss from continuing operations before income taxes:

Year ended December 31, 2019
2018
2017
Total segment operating income $ 280.4
$ 305.4
$ 235.4
Interest expense (62.1 ) (64.0 ) (52.8 )
Other income (expense), net (136.4 ) (76.9 ) (116.4 )
Cost reduction charges⁽ⁱ⁾
(28.7 ) (19.7 ) (135.0 )
Corporate and eliminations (13.5 ) (1.6 ) (3.3 )
Total income (loss) before income taxes $ 39.7
$ 143.2
$ (72.1 )


Year ended December 31,	2021		2020		2019
Total segment gross profit	$	561.5	$	454.2	$	512.9
Other gross profit	10.5		28.8		21.1
Total gross profit	572.0		483.0		534.0
Selling, general and administrative expense	(389.5)		(369.4)		(364.8)
Research and development expense	(28.5)		(26.6)		(31.3)
Interest expense	(35.4)		(29.2)		(62.1)
Other (expense), net	(580.3)		(329.6)		(136.4)
Total loss from continuing operations before income taxes	$	(461.7)	$	(271.8)	$	(60.6)

⁽ⁱ⁾ ~~Year ended December 31, 2017 excludes $11.8 million~~Other revenue and other gross profit, are comprised of an aggregation of a number of immaterial business activities that principally provide for ~~net foreign currency losses related to exiting foreign countries which are reported~~the management of processes and functions for clients in ~~other income (expense), net in the consolidated statements of income.~~select industries, helping them improve performance and reduce costs.

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

As of December 31, 2019
2018
2017
Total segment assets $ 1,450.9
$ 1,436.6
$ 1,364.5
Cash and cash equivalents 538.8
605.0
733.9
Deferred income taxes 114.0
109.3
119.9
Operating lease right-of-use assets 127.1
—
—
Prepaid postretirement assets 136.2
147.6
148.3
Other corporate assets 137.0
159.1
175.8
Total assets $ 2,504.0
$ 2,457.6
$ 2,542.4

~~A summary of the company’s operations by business segment for 2019, 2018 and 2017 is presented below:~~

Total
Corporate
Services
Technology
2019
Customer revenue $ 2,948.7
$ —
$ 2,552.7
$ 396.0
Intersegment —
(15.2 ) —
15.2
Total revenue $ 2,948.7
$ (15.2 ) $ 2,552.7
$ 411.2
Operating income (loss) $ 238.2
$ (42.2 ) $ 108.2
$ 172.2
Depreciation and amortization 147.4
—
91.9
55.5
Total assets 2,504.0
1,053.1
1,037.7
413.2
Capital expenditures 159.8
7.1
74.0
78.7
2018
Customer revenue $ 2,825.0
$ —
$ 2,386.3
$ 438.7
Intersegment —
(24.7 ) —
24.7
Total revenue $ 2,825.0
$ (24.7 ) $ 2,386.3
$ 463.4
Operating income (loss) $ 284.1
$ (21.3 ) $ 67.6
$ 237.8
Depreciation and amortization 164.1
—
97.2
66.9
Total assets 2,457.6
1,021.0
1,013.1
423.5
Capital expenditures 189.3
8.0
92.9
88.4
2017
Customer revenue $ 2,741.8
$ —
$ 2,328.2
$ 413.6
Intersegment —
(25.9 ) —
25.9
Total revenue $ 2,741.8
$ (25.9 ) $ 2,328.2
$ 439.5
Operating income (loss) $ 97.1
$ (138.3 ) $ 64.8
$ 170.6
Depreciation and amortization 156.5
—
84.6
71.9
Total assets 2,542.4
1,177.9
985.9
378.6
Capital expenditures 176.5
4.3
102.7
69.5


As of December 31,	2021		2020		2019
Total segment assets	$	1,236.6	$	1,005.3	$	962.8
Other assets	207.3		297.0		300.6
Cash and cash equivalents	552.9		898.5		538.8
Deferred income taxes	125.3		136.2		114.0
Operating lease right-of-use assets	62.7		79.3		71.4
Prepaid postretirement assets	159.7		187.5		136.2
Assets of discontinued operations	—		—		243.2
Other corporate assets	75.0		104.1		137.0
Total assets	$	2,419.5	$	2,707.9	$	2,504.0

Geographic information about the company’s revenue, which is principally based on location of the selling organization, properties and outsourcing assets, is presented below:


Year ended December 31,	2021		2020		2019
Revenue
United States	$	856.2	$	781.5	$	824.0
United Kingdom	284.9		228.0		334.3
Other foreign	913.3		1,016.8		1,064.5
Total Revenue	$	2,054.4	$	2,026.3	$	2,222.8
Properties, net
United States	$	62.5	$	82.0	$	82.3

Other foreign	24.0		28.5		33.7
Total Properties, net	$	86.5	$	110.5	$	116.0
Outsourcing assets, net
United States	$	66.2	$	93.1	$	99.5
United Kingdom	36.3		55.3		71.7
Australia	16.7		19.3		21.5
Other foreign	5.4		6.2		9.4
Total Outsourcing assets, net	$	124.6	$	173.9	$	202.1

Year ended December 31, 2019
2018
2017
Revenue
United States $ 1,549.9
$ 1,240.0
$ 1,257.0
United Kingdom 334.3
360.7
315.8
Other foreign 1,064.5
1,224.3
1,169.0
Total Revenue $ 2,948.7
$ 2,825.0
$ 2,741.8
Properties, net
United States $ 90.7
$ 85.3
$ 85.8
United Kingdom 10.5
5.3
16.7
Other foreign 23.2
30.7
40.0
Total Properties, net $ 124.4
$ 121.3
$ 142.5
Outsourcing assets, net
United States $ 99.9
$ 97.6
$ 81.1
United Kingdom 71.7
86.5
89.9
Australia 21.5
21.7
18.1
Other foreign 9.4
10.6
13.2
Total Outsourcing assets, net $ 202.5
$ 216.4
$ 202.3

Note 2022 — Remaining performance obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and excludes (1) contracts with an original expected length of one year or less and (2) contracts for which the company recognizes revenue at the amount to which it has the right to invoice for services performed. At December 31, ~~2019,~~2021, the company had approximately ~~$1.0~~$0.7 billion of remaining performance obligations of which approximately ~~44%~~34% is estimated to be recognized as revenue by the end of ~~2020.~~

~~Note 21 — Subsequent event~~

On February 5, 2020, the company entered into an asset purchase agreement to sell its U.S. Federal business to Science Applications International Corporation for a cash purchase price of $1.2 billion, subject to a net working capital adjustment. The U.S. Federal business provides certain products and services to U.S. federal government customers. The sale is expected to close in the first half of 2020 and is subject to receipt of regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as well as the satisfaction or waiver of other customary closing conditions. The U.S. Federal business, which has operations in both of the company’s reporting segments of Services and Technology, generated 2019 revenue and pre-tax income of approximately $725 million and $100 million, respectively. The U.S. Federal business will be reported as discontinued operations in 2020.

When the sale is complete, the company expects to report an after-tax gain on the sale of approximately $1 billion. Due to the company’s U.S. tax position, no federal income tax is expected to be payable on the sale and, subject to the final purchase price allocation to the assets sold, state income taxes are expected to be minimal. The company primarily intends to use the net proceeds from the sale to redeem its senior secured notes due 2022 and reduce its obligations under its U.S. defined benefit pension plans.

In connection with the entry into the asset purchase agreement to sell the U.S. Federal business, the company also adopted a Tax Asset Protection Plan designed to protect the company’s tax assets in contemplation of the sale transaction. This plan is similar to tax benefit protection plans adopted by other public companies with significant tax attributes and is designed to protect the company’s valuable tax assets by reducing the likelihood of an “ownership change” through actions involving the company’s securities. See “Risk Factors--~~Risks Related to the Announced Sale of the Company’s U.S. Federal Business--~~An ‘ownership change’ could limit the company’s ability to utilize net operating losses and certain other tax attributes to offset the gain from the pending sale of the U.S. Federal business” for more information.

2022.

~~Note 22 — Quarterly financial information (unaudited)~~

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Year
2019
Revenue $ 695.8
$ 753.8
$ 757.6
$ 741.5
$ 2,948.7
Gross profit 149.9
193.9
172.4
150.2
666.4
Income (loss) before income taxes (3.0 ) 41.9
6.5
(5.7 ) 39.7
Net income (loss) attributable to Unisys Corporation common shareholders (19.4 ) 26.2
(13.2 ) (10.8 ) (17.2 )
Earnings (loss) per common share attributable to Unisys Corporation
Basic $ (0.38 ) $ 0.51
$ (0.23 ) $ (0.17 ) $ (0.31 )
Diluted $ (0.38 ) $ 0.42
$ (0.23 ) $ (0.17 ) $ (0.31 )
2018
Revenue $ 708.4
$ 667.4
$ 688.3
$ 760.9
$ 2,825.0
Gross profit 201.2
152.9
153.8
178.4
686.3
Income before income taxes 62.6
20.3
22.2
38.1
143.2
Net income attributable to Unisys Corporation common shareholders 40.6
3.8
6.1
25.0
75.5
Earnings per common share attributable to Unisys Corporation
Basic $ 0.80
$ 0.07
$ 0.12
$ 0.49
$ 1.48
Diluted $ 0.62
$ 0.07
$ 0.12
$ 0.41
$ 1.30

~~In the third quarter of 2019, the company recorded a pretax loss on debt exchange of $20.1 million. See Note 14, “Debt,” of the Notes to Consolidated Financial Statements.~~

In the first, second, third and fourth quarters of 2019, the company recorded pretax cost-reduction and other charges of $2.6 million, $2.6 million, $0.2 million and $23.3 million, respectively. See Note 3, “Cost reduction actions,” of the Notes to Consolidated Financial Statements.

In the first, second, third and fourth quarters of 2018, the company recorded pretax cost-reduction and other charges (benefits) of $(2.9) million, $0.7 million, $(0.9) million and $22.8 million, respectively. See Note 3, “Cost reduction actions,” of the Notes to Consolidated Financial Statements.

~~The individual quarterly per-share amounts may not total to the per-share amount for the full year because of accounting rules governing the computation of earnings per share.~~

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Annual 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 (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 December 31, ~~2019,~~2021, 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 SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Refer to Management's Report on Internal Control over Financial Reporting on page 3331.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the quarter ended December 31, ~~2019~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We implemented internal controls to ensure we adequately evaluated our leases and properly assessed the impact of the new accounting standard related to leases on our consolidated financial statements to facilitate the adoption of this standard on January 1, 2019 as well as the ongoing accounting under the new standard. There were no significant changes to our internal control over financial reporting during 2019 as a result of the ongoing accounting under the new accounting standard.

ITEM 9B. OTHER INFORMATION

Not applicable.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our executive officers appears in Part I, Item 1 of this Form 10-K.

The following information is incorporated herein by reference to our Definitive Proxy Statement for the ~~2020~~2022 Annual Meeting of Stockholders (the Proxy Statement):

•Information regarding our directors is set forth under the heading “Information Regarding Nominees.”

•Information regarding the Unisys Code of Ethics and Business Conduct is set forth under the heading “Code of Ethics and Business Conduct.”

•Information regarding our audit and finance committee and audit committee financial experts is set forth under the heading “Committees.”

•Information regarding compliance with Section 16(a) is set forth under the heading “Section 16(a) Beneficial Ownership Reporting Compliance.”

•Information regarding our director nomination process is set forth under the heading “Director Nomination Process.”

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation is set forth under the heading “EXECUTIVE COMPENSATION” in the Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following information is incorporated herein by reference to the Proxy Statement:

•Information regarding securities authorized for issuance under equity compensation plans is set forth under the heading “EQUITY COMPENSATION PLAN INFORMATION.”

•Information regarding the security ownership of certain beneficial owners, directors and executive officers is set forth under the heading “SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following information is incorporated herein by reference to the Proxy Statement:

•Information regarding transactions with related persons is set forth under the heading “Related Party Transactions.”

•Information regarding director independence is set forth under the heading “Independence of Directors.”

ITEM 14. PRINCIPAL ~~ACCOUNTING~~ACCOUNTANT FEES AND SERVICES

Information concerning fees and services of the company’s principal accountants is set forth under the heading “Independent Registered Public Accounting Firm Fees and Services” in the Proxy Statement and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Unisys Corporation’s consolidated financial statements are filed as a part of this report on Form 10-K in Item 8, Financial Statements and Supplementary Data, and a list of Unisys Corporation’s consolidated financial statements are found on page 3230 on this report. Schedule II, Valuation and Qualifying Accounts, is found on page 8486 on this report; all other financial statement schedules are omitted because the required information is not applicable, or because the information required is included in the consolidated financial statements and notes thereto.

2. Exhibits required to be filed by Item 601 of Regulation S-K:


Exhibit Number		Description

~~Exhibit~~ ~~Number~~3.1		~~Description~~

~~2.1~~	Asset Purchase Agreement, dated as of February 5, 2020, by and between Unisys Corporation and Science Applications International Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 6, 2020)

~~3.1~~	Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 30, 2010)

3.2		Certificate of Amendment of the Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2011)

3.3		Certificate of Amendment of the Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2017)

3.4		By-Laws of Unisys Corporation, as amended through May 10, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019)

4.1		Agreement to furnish to the Commission on request a copy of any instrument defining the rights of the holders of long-term debt which authorizes a total amount of debt not exceeding 10% of the total assets of the Company (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1982 (File No. 1-145))

4.2		Indenture, dated as of March 15, 2016, between Unisys Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 15, 2016)

~~4.3~~	~~Indenture, dated as of April 17, 2017,~~October 29, 2020, among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on ~~April 17, 2017)~~October 29, 2020)

~~4.4~~4.3		Specimen Stock Certificate representing the Company’s common stock, par value $.01 share (incorporated by reference to Exhibit 4.9 to the Company’s Form S-3 filed on June 12, 2018)

~~4.5~~4.4		Tax Asset Protection Plan, dated as of February 4, 2020, between Unisys Corporation and Computershare Inc., as Rights Agent, including as Exhibit A the forms of Rights Certficate and of Election to Exercise and as Exhibit B the form of Certificate of Designation and TermsDescription of the ~~Participating Preferred Stock~~Registrant’s Securities Registered Pursuant to Section 12 of ~~Unisys Corporation~~the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit ~~4.1~~4.5 to the ~~Company Current~~Company’s Annual Report on Form ~~8-K filed on February 6,~~10-K for the year ended December 31, 2020)

10.1		Form of Indemnification Agreement between Unisys Corporation and each of its Directors (incorporated by reference to Exhibit B to the Company’s Proxy Statement, dated March 22, 1988, for its 1988 Annual Meeting of Stockholders)

10.2		Unisys Corporation Director Stock Unit Plan, as amended and restated effective September 22, 2000 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000)

10.3		Deferred Compensation Plan for Directors of Unisys Corporation, as amended and restated effective April 22, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)

10.4		2005 Deferred Compensation Plan for Directors of Unisys Corporation, as amended and restated effective December 2, 2010 except as otherwise noted therein (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)



10.5			Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

10.6			Amendment to Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan, effective February 12, 2009 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)


10.7		Unisys Corporation 2007 Long-Term Incentive and Equity Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

~~10.8~~	Amendment to Unisys Corporation 2007 Long-Term Incentive and Equity Compensation Plan, effective February 12, 2009 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

~~10.9~~	Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan (incorporated by reference to Appendix E to the Company’s Proxy Statement, dated March 18, 2010, for its 2010 Annual Meeting of Stockholders)

~~10.10~~	Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016)

~~10.11~~10.8		~~Form of Performance-Based Restricted Stock Unit Agreement~~Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan (incorporated by reference to ~~Exhibit 10.10~~Appendix A to the Company’s Proxy Statement, dated March 29, 2019, for its 2019 Annual ~~Report on Form 10-K for the year ended December 31, 2015)~~Meeting of Stockholders)

~~10.12~~10.9		Form of ~~Performance-Based Restricted Stock Unit Agreement~~

~~10.13~~	~~Form of Time-Based~~TSR-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014)~~2020)

~~10.14~~10.10		Form of ~~Stock Option~~TSR-Based Cash Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021)
10.11		Form of TSR-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021)

10.12		Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014)~~2020)

~~10.15~~10.13		Form of Performance Cash Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016)

~~10.16~~ 10.14		Form of Profit-Based Cash Award Agreement (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)

10.15		Form of Performance Growth TSR-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021)

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

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

~~10.17~~10.18		Unisys Corporation Deferred Compensation Plan as amended and restated effective September 22, 2000 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000)

~~10.18~~	Unisys Corporation 2005 Deferred Compensation Plan, as amended and restated effective September 19, 2014 except as otherwise noted therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014)

10.19		Form of Executive Employment Agreement by and between Unisys Corporation and each of its executive officers (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)

10.20		Form of letter agreement by and between Unisys Corporation and each of its executive officers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 16, 2014)

10.21		Unisys Corporation Executive Life Insurance Program, as amended and restated effective April 22, 2004 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)

10.22		Amendment to the Unisys Corporation Executive Life Insurance Program, effective January 1, 2009 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

10.23		Unisys Corporation Supplemental Executive Retirement Income Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

10.24		Unisys Corporation Savings Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)



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

10.26			Summary of supplemental benefits provided to elected officers of Unisys Corporation (incorporated by reference to Exhibit ~~10.25~~10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014)~~2020)

10.27			Letter Agreement, dated December 12, 2014, between Unisys Corporation and Peter Altabef (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2014)

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


10.29		Letter Agreement, dated April 23, 2019, between Unisys Corporation and Michael Thomson (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019)

~~10.30~~	Security Agreement dated as of ~~April 17, 2017~~October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc. and Wells Fargo Bank, National Association, as ~~agent~~Collateral Trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on ~~April 17, 2017)~~October 29, 2020)

~~10.31~~10.30		Collateral Trust Agreement dated as of ~~April 17, 2017~~October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc. and Wells Fargo Bank, National Association, as ~~agent~~Collateral Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on ~~April 17, 2017)~~October 29, 2020)

~~10.32~~10.31		Amended and Restated Credit Agreement dated as of October ~~5, 2017~~29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit ~~10.1~~10.4 to the Company’s Current Report on Form 8-K filed on October ~~6, 2017)~~29, 2020)

~~10.33~~10.32		Amendment No. 1 dated as of June 15, 2018 to Credit Agreement dated as of October 5, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018)

~~10.34~~	Amended and Restated Security Agreement dated as of October ~~5, 2017~~29, 2020 by Unisys Corporation, Unisys Holding Corporation, Unisys ~~NPL, Inc., and Unisys~~ AP Investment Company I, and Unisys NPL, Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit ~~10.2~~10.5 to the Company’s Current Report on Form 8-K filed on October ~~6, 2017)~~29, 2020)

~~10.35~~10.33		ABL Intercreditor Agreement dated as of October ~~5, 2017~~29, 2020 by and among JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Trustee, and Unisys Corporation, Unisys Holding Corporation, Unisys ~~NPL, Inc., and Unisys~~ AP Investment Company I, Unisys NPL, Inc., (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October ~~6, 2017)~~29, 2020)

21		Subsidiaries of the Company

23.1		Consent of PricewaterhouseCoopers LLP (PCAOB ID 238)

2323.2		Consent of KPMG LLP,
	Philadelphia, PA (PCAOB ID 185)
24		Power of Attorney

31.1		Certification of Peter A. Altabef required by Rule 13a-14(a) or Rule 15d-14(a)

31.2		Certification of Michael M. Thomson required by Rule 13a-14(a) or Rule 15d-14(a)

32.1		Certification of Peter A. Altabef required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

32.2		Certification of Michael M. Thomson required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350



101			The following financial information from Unisys Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2021 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income (Loss), (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Deficit, and (vi) Notes to Consolidated Financial Statements

104			Cover page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL (Inline Extensible Business Reporting Language) document)

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

			~~UNISYS CORPORATION~~
By:
	~~By:~~	/s/ Peter A. Altabef
				Peter A. Altabef
				~~Chairman, President~~Chair and Chief Executive Officer
Date: February ~~28, 2020~~22, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February ~~28, 2020.~~

22, 2022.





	/s/ Peter A. Altabef		*Philippe Germond
		Peter A. Altabef		Philippe Germond
		~~Chairman, President~~Chair and Chief Executive Officer		Director
		(principal executive officer)

		/s/ Michael M. Thomson		*~~Lisa A. Hook~~Deborah Lee James
		Michael M. Thomson		~~Lisa A. Hook~~Deborah Lee James
		~~Senior~~Executive Vice President and Chief Financial Officer		Director
		(principal financial officer)

		/s/ Erin Mannix		*Paul E. Martin
		Erin Mannix		Paul E. Martin
		Vice President and Chief Accounting Officer		Director
		(principal accounting officer)

		*Jared L. Cohon		*~~Deborah Lee James~~Regina M. Paolillo
		Jared L. Cohon		~~Deborah Lee James~~Regina M. Paolillo
		Director		Director

		*Nathaniel A. Davis		*~~Paul E. Martin~~Troy K. Richardson
		Nathaniel A. Davis		~~Paul E. Martin~~Troy K. Richardson
		Director		Director

		*Matthew J. Desch		*~~Regina M. Paolillo~~Lee D. Roberts
		Matthew J. Desch		~~Regina M. Paolillo~~Lee D. Roberts
		Director		Director

		*Denise K. Fletcher		*~~Lee D. Roberts~~ Roxanne Taylor
		Denise K. Fletcher		~~Lee D. Roberts~~Roxanne Taylor
		Director		Director

*By:		/s/ Peter A. Altabef
		Peter A. Altabef
		Attorney-in-fact

UNISYS CORPORATION

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(Millions)

Description
Balance at
Beginning
of Period

Additions
Charged to
Costs and
Expenses

Deductions ⁽ⁱ⁾

Balance at
End of
Period
Allowance for doubtful accounts (deducted from accounts receivable):
Year Ended December 31, 2017 $ 22.8
$ 3.1
$ (3.9 ) $ 22.0
Year Ended December 31, 2018 $ 22.0
$ (5.1 ) $ (3.2 ) $ 13.7
Year Ended December 31, 2019 $ 13.7
$ (1.6 ) $ (0.3 ) $ 11.8


Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions (i)		Balance at End of Period
Allowance for credit losses (deducted from accounts receivable):
Year Ended December 31, 2019	$	13.7	$	(1.6)	$	(0.3)	$	11.8
Year Ended December 31, 2020	$	11.8	$	(0.3)	$	(2.3)	$	9.2
Year Ended December 31, 2021	$	9.2	$	(0.6)	$	(0.6)	$	8.0

⁽ⁱ⁾Includes write-off of bad debts less recoveries, reclassifications from other current liabilities and foreign currency translation adjustments.

8486



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


Part I					Page Number
Item 1.		Business			6
		Information About Our Executive Officers			10
Item 1A.		Risk Factors			12
Item 1B.		Unresolved Staff Comments			17
Item 2.		Properties			17
Item 3.		Legal Proceedings			17
Item 4.		Mine Safety Disclosures			17

Part III					~~Page Number~~
~~Item 1.~~		~~Business~~	6
	~~Information About Our Executive Officers~~	9
~~Item 1A.~~	~~Risk Factors~~	11
~~Item 1B.~~	~~Unresolved Staff Comments~~	18
~~Item 2.~~	~~Properties~~	18
~~Item 3.~~	~~Legal Proceedings~~	18
~~Item 4.~~	~~Mine Safety Disclosures~~	18

~~Part II~~
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			1918
Item 6.		~~Selected Financial Data~~Reserved			2019
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			2120
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk			3129
Item 8.		Financial Statements and Supplementary Data			3230
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			7880
Item 9A.		Controls and Procedures			7880
Item 9B.		Other Information			7880
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			80
~~Part III~~
Part III
Item 10.		Directors, Executive Officers and Corporate Governance			7981
Item 11.		Executive Compensation			7981
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			7981
Item 13.		Certain Relationships and Related Transactions, and Director Independence			7981
Item 14.		Principal ~~Accounting~~Accountant Fees and Services			7981

Part IV
Item 15.		Exhibits and Financial Statement Schedules			8082
Item 16.		Form 10-K Summary			8284
		Signatures			8385



Index						Page Number
Report of Management						3331
Reports of Independent Registered Public Accounting ~~Firm~~Firms						3432
Consolidated Statements of Income (Loss)						3635
Consolidated Statements of Comprehensive Income (Loss)						3736
Consolidated Balance Sheets						3837
Consolidated Statements of Cash Flows						3938
Consolidated Statements of Deficit						4039
Notes to Consolidated Financial Statements						4140



~~/s/ KPMG LLP~~

~~We have served as the Company’s auditor since 2008.~~

~~Philadelphia, Pennsylvania~~
~~February 28, 2020~~



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



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


•	~~Unisys InteliServe~~^TM, a service solution that transforms traditional service desk into an intelligent, user-centric experience aligned with the needs of the modern digital workplace. The service leverages the InteliServe platform, an integrated suite of technologies for omnichannel support, advanced analytics, automation, artificial intelligence, machine learning and identity authentication.


	2016		2017		2018		2019		2020		2021
Unisys Corporation	$	100	$	55	$	78	$	79	$	132	$	138
S&P 500	$	100	$	122	$	116	$	153	$	181	$	233
S&P 500 IT Services	$	100	$	131	$	137	$	193	$	237	$	248



	2014		2015		2016		2017		2018		2019
Unisys Corporation	$	100	$	37	$	51	$	28	$	39	$	40
S&P 500	$	100	$	101	$	114	$	138	$	132	$	174
S&P 500 IT Services	$	100	$	107	$	118	$	154	$	162	$	227



(Dollars in millions, except per share data)	2019^(i),(ii)			2018⁽ⁱ⁾			2017⁽ⁱ⁾			2016^(i),(ii)			2015⁽ⁱ⁾
Results of operations
Revenue	$	2,948.7		$	2,825.0		$	2,741.8		$	2,820.7		$	3,015.1
Operating profit	238.2			284.1			97.1			129.2			54.3
Income (loss) before income taxes	39.7			143.2			(72.1		)	20.5			(58.8		)
Net income (loss) attributable to noncontrolling interests	3.9			3.4			(1.3		)	11.0			6.7
Net income (loss) attributable to Unisys Corporation common shareholders	(17.2		)	75.5			(65.3		)	(47.7		)	(109.9		)
Earnings (loss) per common share
Basic	(0.31		)	1.48			(1.30		)	(0.95		)	(2.20		)
Diluted	(0.31		)	1.30			(1.30		)	(0.95		)	(2.20		)
Financial position
Total assets	$	2,504.0		$	2,457.6		$	2,542.4		$	2,021.6		$	2,130.0
Long-term debt	566.1			642.8			633.9			194.0			233.7
Deficit	(1,228.3		)	(1,299.6		)	(1,326.5		)	(1,647.4		)	(1,378.6		)
Other data
Capital additions of properties	$	38.0		$	35.6		$	25.8		$	32.5		$	49.6
Capital additions of outsourcing assets	48.8			73.0			86.3			51.3			102.0
Investment in marketable software	73.0			80.7			64.4			63.3			62.1
Depreciation and amortization
Properties	35.3			40.4			39.7			38.9			57.5
Outsourcing assets	63.8			66.8			53.7			51.9			55.7
Amortization of marketable software	48.3			56.9			63.1			64.8			66.9
Common shares outstanding (millions)	62.4			51.1			50.5			50.1			49.9
Stockholders of record (thousands)	5.0			5.2			5.6			6.0			6.2
Employees (thousands)	20.8			21.7			20.5			21.0			23.0


(millions)	Total			Corporate			Services			Technology			(millions)	Total Segments			DWS			C&I			ECS
2019
2021													2021
Customer revenue	$	2,948.7		$	—		$	2,552.7		$	396.0		Customer revenue	$	1,741.0		$	567.0		$	496.5		$	677.5
Intersegment	—			(15.2		)	—			15.2			Intersegment	1.4			—			—			1.4
Total revenue	$	2,948.7		$	(15.2	)	$	2,552.7		$	411.2		Total revenue	$	1,742.4		$	567.0		$	496.5		$	678.9
Gross profit percent	22.6		%				16.6		%	61.8		%
Operating profit percent	8.1		%				4.2		%	41.9		%
Gross profit													Gross profit	32.2		%	13.5		%	11.4		%	63.1		%

2018
2020													2020
Customer revenue	$	2,825.0		$	—		$	2,386.3		$	438.7		Customer revenue	$	1,713.2		$	588.3		$	465.2		$	659.7
Intersegment	—			(24.7		)	—			24.7			Intersegment	0.1			—			—			0.1
Total revenue	$	2,825.0		$	(24.7	)	$	2,386.3		$	463.4		Total revenue	$	1,713.3		$	588.3		$	465.2		$	659.8
Gross profit percent	24.3		%				16.0		%	69.4		%
Operating profit percent	10.1		%				2.8		%	51.3		%
Gross profit													Gross profit	26.5		%	9.4		%	5.0		%	56.9		%



Year ended December 31 (millions)	2019		2018		Percentage Change
Services
Cloud & infrastructure services	$	1,567.7	$	1,363.4	15.0	%
Application services	750.4		772.4		(2.8	)%
BPO services	234.6		250.5		(6.3	)%
Total Services	2,552.7		2,386.3		7.0	%
Technology	396.0		438.7		(9.7	)%
Total customer revenue	$	2,948.7	$	2,825.0	4.4	%



(millions)	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt (including current portion)	$	589.3	$	13.5	$	552.1	$	19.1	$	4.6
Interest payments on debt	136.1		55.3		78.4		2.0		0.4
Operating leases	169.0		77.2		62.5		23.0		6.3
Work-force reductions	49.8		47.5		2.3		—		—
Total	$	944.2	$	193.5	$	695.3	$	44.1	$	11.3


Reporting unit	Carrying Amount
DWS	$	140.9
C&I	65.5
ECS	98.3
Other	10.3
Total	$	315.0



Delaware



Reporting unit	Carrying Value
Cloud and infrastructure	$	32.2
Application services	26.0
Business process outsourcing	10.3
Technology	108.7
Total	$	177.2


Year ended December 31,	2020*		2019
Revenue	$	149.5	$	725.9
Income (loss)
Operations	8.4		100.3
Gain on sale	1,060.7		—
	1,069.1		100.3
Income tax provision	0.7		25.3
Income from discontinued operations, net of tax	$	1,068.4	$	75.0


Receivables	$	3.4
Prepaid expenses and other current assets	0.6
Properties and other long-term assets	0.4
Operating lease right-of-use assets	1.7
Accounts payable and accruals	(3.8)
Deferred revenue	(2.7)
Long-term operating lease liabilities	(1.7)
Intangible assets	19.6
Goodwill	132.9
Total	$	150.4


	Weighted Average Amortization Period in Years
Technology	3.2	$	10.0
Customer Relationships - Software and Software Solutions	3.0	6.6
Customer Relationships - Consulting	10.0	3.0
Total		$	19.6



Year	Finance Leases		Operating Leases⁽ⁱ⁾
2019	$	1.6	$	48.5
2020	1.6		42.1
2021	1.6		30.0
2022	1.0		20.8
2023	—		14.3
Thereafter	—		24.4
Total	$	5.8	$	180.1



Year
2020	$	19.7
2021	13.7
2022	12.6
2023	12.5
2024	12.0
Thereafter	5.4
Total	$	75.9



Year
2020	$	31.5
2021	35.0
2022	38.1
2023	27.0
2024	22.5
Thereafter	87.7
Total	$	241.8



	Restricted Stock Units		Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2018	2,151		$	12.90
Granted	1,321		15.03
Vested	(1,129	)	13.23
Forfeited and expired	(303	)	13.81
Outstanding at December 31, 2019	2,040		14.17



Year ending December 31,	U.S.		International
2020	$	358.3	$	104.4
2021	355.0		106.3
2022	351.5		115.1
2023	347.6		120.6
2024	342.5		125.2
2025 - 2029	1,585.7		649.0



	U.S. Plans										International Plans
As of December 31, 2018	Fair Value			Level 1			Level 2		Level 3		Fair Value			Level 1			Level 2		Level 3
Pension plans
Equity Securities
Common Stocks	$	911.7		$	909.0		$	2.7			$	—		$	—		$	—	$	—
Commingled Funds	494.8						494.8				165.6						165.6
Debt Securities
U.S. Govt. Securities	498.5			498.5
Other Fixed Income	374.6						374.6				145.5			0.2			145.3
Insurance Contracts											123.7								123.7
Commingled Funds	196.6						196.6				321.4						321.4
Real Estate
Real Estate Investment Trusts	17.0			17.0							1.3						1.3
Commingled Funds	156.7						156.7
Other
Derivatives⁽ⁱ⁾	35.8			33.6			2.2				2.4						2.4
Commingled Funds											317.0						317.0
Pooled Funds	143.7						143.7				123.6						123.6
Cumulative futures contracts variation margin received from brokers	(29.3		)	(29.3		)
Cash	3.7			3.7							29.6			29.6
Receivables	20.5			20.5							2.0			2.0
Payables	(1.4		)	(1.4		)					(2.3		)	(2.3		)
Total plan assets in fair value hierarchy	$	2,822.9		$	1,451.6		$	1,371.3	$	—	$	1,229.8		$	29.5		$	1,076.6	$	123.7
Plan assets measured using NAV as a practical expedient^(ii):
Commingled Funds
Equity	$	—									$	454.9
Debt	—										814.0
Other	110.2										23.9
Private Real Estate	179.1										16.8
Private Equity	0.6										—
Total pension plan assets	$	3,112.8									$	2,539.4
Other postretirement plans
Insurance Contracts	$	7.8							$	7.8



	January 1, 2018		Realized gains (losses)			Purchases or acquisitions		Sales or dispositions			Currency and unrealized gains (losses) relating to instruments still held at December 31, 2018			December 31, 2018
U.S. plans
Other postretirement plans
Insurance Contracts	$	7.6	$	(0.4	)	$	0.6	$	—		$	—		$	7.8
International pension plans
Insurance Contracts	$	135.8	$	—		$	3.5	$	(11.7	)	$	(3.9	)	$	123.7



	Common Stock	Treasury Stock
Balance at December 31, 2016	52.8	2.7
Stock-based compensation	0.6	0.2
Balance at December 31, 2017	53.4	2.9
Stock-based compensation	0.8	0.2
Balance at December 31, 2018	54.2	3.1
Debt exchange	10.6	—
Stock-based compensation	1.1	0.4
Balance at December 31, 2019	65.9	3.5



	First Quarter			Second Quarter		Third Quarter			Fourth Quarter			Year
2019
Revenue	$	695.8		$	753.8	$	757.6		$	741.5		$	2,948.7
Gross profit	149.9			193.9		172.4			150.2			666.4
Income (loss) before income taxes	(3.0		)	41.9		6.5			(5.7		)	39.7
Net income (loss) attributable to Unisys Corporation common shareholders	(19.4		)	26.2		(13.2		)	(10.8		)	(17.2		)
Earnings (loss) per common share attributable to Unisys Corporation
Basic	$	(0.38	)	$	0.51	$	(0.23	)	$	(0.17	)	$	(0.31	)
Diluted	$	(0.38	)	$	0.42	$	(0.23	)	$	(0.17	)	$	(0.31	)
2018
Revenue	$	708.4		$	667.4	$	688.3		$	760.9		$	2,825.0
Gross profit	201.2			152.9		153.8			178.4			686.3
Income before income taxes	62.6			20.3		22.2			38.1			143.2
Net income attributable to Unisys Corporation common shareholders	40.6			3.8		6.1			25.0			75.5
Earnings per common share attributable to Unisys Corporation
Basic	$	0.80		$	0.07	$	0.12		$	0.49		$	1.48
Diluted	$	0.62		$	0.07	$	0.12		$	0.41		$	1.30

~~Delaware~~

~~38-0387840~~

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)