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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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38-0387840
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania
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19422
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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Part I
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Item 1.
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Business
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Executive Officers of the Registrant
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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Item 16.
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Form 10-K Summary
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Signatures
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•
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our ability to improve revenue and margins in our services business;
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•
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our ability to maintain our installed base and sell new products in our technology business;
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•
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our ability to effectively anticipate and respond to volatility and rapid technological innovation in our industry;
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•
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our ability to access financing markets;
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•
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our significant pension obligations and requirements to make significant cash contributions to our defined benefit pension plans;
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•
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our ability to realize additional anticipated cost savings and successfully implement our cost reduction initiatives to drive efficiencies across all of our operations;
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•
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our ability to retain significant clients;
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•
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the potential adverse effects of aggressive competition in the information services and technology marketplace;
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•
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cybersecurity breaches could result in significant costs and could harm our business and reputation;
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•
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our ability to attract, motivate and retain experienced and knowledgeable personnel in key positions;
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•
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the risks of doing business internationally when a significant portion of our revenue is derived from international operations;
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•
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our contracts may not be as profitable as expected or provide the expected level of revenues;
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•
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contracts with U.S. governmental agencies may subject us to audits, criminal penalties, sanctions and other expenses and fines;
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•
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a significant disruption in our IT systems could adversely affect our business and reputation;
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•
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we may face damage to our reputation or legal liability if our clients are not satisfied with our services or products;
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•
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the performance and capabilities of third parties with whom we have commercial relationships;
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•
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a termination of the company's U.S. defined benefit pension plan
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•
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the adverse effects of global economic conditions, acts of war, terrorism or natural disasters;
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•
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the potential for intellectual property infringement claims to be asserted against us or our clients;
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•
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the possibility that pending litigation could affect our results of operations or cash flow; and
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•
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the business and financial risk in implementing future dispositions or acquisitions.
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•
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Transform core business processes to compete more effectively in their market sector;
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•
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Improve user engagement for customers and workers, streamline operations and enhance go-to-market efforts;
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•
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Optimize IT infrastructure to meet digital-business requirements;
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•
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Simplify management of IT infrastructure and service delivery; and
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•
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Utilize advanced security capabilities.
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•
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In cloud and infrastructure services, we help clients apply cloud and as-a-service delivery models to capitalize on business opportunities, make their end users more productive, and manage and secure their IT infrastructure and operations more economically.
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•
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In application services, we help clients transform their business processes by providing advanced solutions for select industries, developing and managing new leading-edge applications, offering advanced data analytics and modernizing existing enterprise applications.
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•
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In business process outsourcing services, we assume management of critical processes and functions for clients in target industries, helping them improve performance and reduce costs.
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•
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Unisys ClearPath Forward™ is a secure, scalable, hardware-independent software environment for high-volume enterprise computing. ClearPath Forward is available as an integrated operating environment or reference architecture to deliver Unisys security across multiple hardware platforms. In 2016 Unisys began offering hardware-independent versions of the ClearPath operating environment, providing a tested, integrated stack of software products that can run on an Intel x86 server of the client’s choice.
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•
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Unisys Stealth® software uses identity-based micro-segmentation techniques and encryption to protect data in data centers, the cloud and mobile infrastructures. Stealth creates segments within an organization where only authorized users can access information, while those without authorization cannot even see that those endpoints exist. Unisys Stealth consists of six distinct solutions: Stealth(core), Stealth(analytics), Stealth(aware), Stealth(cloud), Stealth(identity) and Stealth(mobile).
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•
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Digital Investigator™ is a browser-based application for total information management that gives law enforcement and public safety organizations the ability to share information across platforms of new and legacy applications, both in and outside an agency, and to integrate and filter social media information from a vast array of sources. It also gives them the tools necessary to capture, analyze and investigate data seamlessly and collaboratively to help prevent and detect crimes, while enabling robust analytics and cost-effective configuration of reports and other documents.
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•
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AirCore is a comprehensive Passenger Services Solutions suite of modular, web-based applications that enables airlines to reach customers across distribution channels including mobile, tablet and web. In doing so, airlines increase their agility in adapting to changing customer demands, while reducing cost.
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•
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Unisys Retail Delivery is an integrated, multi-channel, retail banking system that enables banks to perform tasks ranging from processing transactions to enhancing customer service to supporting self-service transactions such as mobile banking. The system includes the Unisys Transaction Manager™ suite of tools, applications and third-party products.
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Name
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Age
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Position with Unisys
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Peter A. Altabef
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57
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President and Chief Executive Officer
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Tarek El-Sadany
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53
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Senior Vice President, Technology, and Chief Technology Officer
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Eric Hutto
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52
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Senior Vice President and President, Enterprise Solutions
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Gerald P. Kenney
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65
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Senior Vice President, General Counsel and Secretary
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David A. Loeser
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62
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Senior Vice President, Worldwide Human Resources
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Venkatapathi R. Puvvada
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56
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Senior Vice President; President, Federal Systems
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Jeffrey E. Renzi
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56
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Senior Vice President and President, Global Sales
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Ann S. Ruckstuhl
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54
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Senior Vice President, Chief Marketing Officer
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Inder M. Singh
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58
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Senior Vice President, Chief Financial Officer
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Andrew J. Stafford
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52
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Senior Vice President, Services and Delivery
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Scott A. Battersby
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58
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Vice President and Treasurer
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Michael M. Thomson
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48
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Vice President and Corporate Controller
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First
Quarter
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Second
Quarter
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Third
Quarter
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Fourth
Quarter
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Year
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|||||||
2016
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||||||||||||
Market price per share
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– high
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$
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12.00
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$
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8.58
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$
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10.70
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$
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16.70
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$
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16.70
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– low
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7.10
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6.72
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6.74
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8.95
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|
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6.72
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|||||
2015
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||||||||||||
Market price per share
|
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– high
|
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29.80
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|
|
23.97
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|
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21.20
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|
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14.96
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|
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29.80
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|||||
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– low
|
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21.53
|
|
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19.77
|
|
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11.49
|
|
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10.34
|
|
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10.34
|
|
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2011
|
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2012
|
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2013
|
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2014
|
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2015
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2016
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||||||
Unisys Corporation
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$
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100
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$
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88
|
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$
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170
|
|
$
|
150
|
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$
|
56
|
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$
|
76
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S&P 500
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$
|
100
|
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$
|
116
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$
|
154
|
|
$
|
175
|
|
$
|
177
|
|
$
|
198
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S&P 500 IT Services
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$
|
100
|
|
$
|
117
|
|
$
|
148
|
|
$
|
156
|
|
$
|
166
|
|
$
|
183
|
|
(Dollars in millions, except per share data)
|
|
2016
(1),(2)
|
|
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2015
(1),(3)
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2014
(3)
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2013
(3)
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2012
(2),(3)
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|||||
Results of operations
|
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||||||||||
Revenue
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$
|
2,820.7
|
|
|
$
|
3,015.1
|
|
|
$
|
3,356.4
|
|
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$
|
3,456.5
|
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$
|
3,706.4
|
|
Operating profit (loss)
|
|
47.6
|
|
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(55.1
|
)
|
|
154.9
|
|
|
219.5
|
|
|
319.2
|
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|||||
Income (loss) before income taxes
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20.5
|
|
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(58.8
|
)
|
|
145.5
|
|
|
219.4
|
|
|
254.1
|
|
|||||
Net income (loss) attributable to noncontrolling interests
|
|
11.0
|
|
|
6.7
|
|
|
12.6
|
|
|
11.6
|
|
|
11.2
|
|
|||||
Net income (loss) attributable to Unisys Corporation common shareholders
|
|
(47.7
|
)
|
|
(109.9
|
)
|
|
44.0
|
|
|
92.3
|
|
|
129.4
|
|
|||||
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
(0.95
|
)
|
|
(2.20
|
)
|
|
0.89
|
|
|
2.10
|
|
|
2.95
|
|
|||||
Diluted
|
|
(0.95
|
)
|
|
(2.20
|
)
|
|
0.89
|
|
|
2.08
|
|
|
2.84
|
|
|||||
Financial position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
2,021.6
|
|
|
$
|
2,130.0
|
|
|
$
|
2,321.0
|
|
|
$
|
2,497.8
|
|
|
$
|
2,401.2
|
|
Long-term debt
|
|
194.0
|
|
|
233.7
|
|
|
219.2
|
|
|
205.9
|
|
|
204.8
|
|
|||||
Deficit
|
|
(1,647.4
|
)
|
|
(1,378.6
|
)
|
|
(1,452.4
|
)
|
|
(663.9
|
)
|
|
(1,588.7
|
)
|
|||||
Other data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital additions of properties
|
|
$
|
32.5
|
|
|
$
|
49.6
|
|
|
$
|
53.3
|
|
|
$
|
47.2
|
|
|
$
|
40.1
|
|
Capital additions of outsourcing assets
|
|
51.3
|
|
|
102.0
|
|
|
85.9
|
|
|
39.9
|
|
|
36.1
|
|
|||||
Investment in marketable software
|
|
63.3
|
|
|
62.1
|
|
|
73.6
|
|
|
64.3
|
|
|
56.4
|
|
|||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Properties
|
|
38.9
|
|
|
57.5
|
|
|
52.0
|
|
|
46.7
|
|
|
54.7
|
|
|||||
Outsourcing assets
|
|
51.9
|
|
|
55.7
|
|
|
58.1
|
|
|
53.5
|
|
|
57.9
|
|
|||||
Amortization of marketable software
|
|
64.8
|
|
|
66.9
|
|
|
58.5
|
|
|
59.4
|
|
|
62.0
|
|
|||||
Common shares outstanding (millions)
|
|
50.1
|
|
|
49.9
|
|
|
49.7
|
|
|
44.0
|
|
|
44.0
|
|
|||||
Stockholders of record (thousands)
|
|
6.0
|
|
|
6.2
|
|
|
11.1
|
|
|
11.8
|
|
|
17.0
|
|
|||||
Employees (thousands)
|
|
21.0
|
|
|
23.0
|
|
|
23.2
|
|
|
22.8
|
|
|
22.8
|
|
(1)
|
Includes pretax cost reduction and other charges of
$82.1 million
and
$118.5 million
for the years ended December 31, 2016 and 2015, respectively. See Note 3, "Cost reduction actions," of the Notes to Consolidated Financial Statements.
|
(2)
|
Includes pretax losses on debt extinguishment of
$4.0 million
and
$30.6 million
for the years ended December 31, 2016 and 2012, respectively.
|
(3)
|
Total assets and long-term debt were changed to conform to the current-year presentation. See Note 5, "Recent accounting pronouncements and accounting changes," of the Notes to Consolidated Financial Statements.
|
•
|
Cloud and infrastructure services. This represents revenue from helping clients apply cloud and as-a-service delivery models to capitalize on business opportunities, make their end users more productive, and manage and secure their IT infrastructure and operations more economically.
|
•
|
Application services. This represents revenue from helping clients transform their business processes by providing advanced solutions for select industries, developing and managing new leading-edge applications, 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.
|
(millions)
|
|
Total
|
|
Corporate
|
|
Services
|
|
Technology
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Customer revenue
|
|
$
|
2,820.7
|
|
|
|
|
$
|
2,406.3
|
|
|
$
|
414.4
|
|
||
Intersegment
|
|
|
|
$
|
(22.6
|
)
|
|
—
|
|
|
22.6
|
|
||||
Total revenue
|
|
$
|
2,820.7
|
|
|
$
|
(22.6
|
)
|
|
$
|
2,406.3
|
|
|
$
|
437.0
|
|
Gross profit percent
|
|
19.8
|
%
|
|
|
|
16.2
|
%
|
|
59.9
|
%
|
|||||
Operating income percent
|
|
1.7
|
%
|
|
|
|
1.9
|
%
|
|
37.0
|
%
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer revenue
|
|
$
|
3,015.1
|
|
|
|
|
$
|
2,605.6
|
|
|
$
|
409.5
|
|
||
Intersegment
|
|
|
|
$
|
(49.0
|
)
|
|
0.1
|
|
|
48.9
|
|
||||
Total revenue
|
|
$
|
3,015.1
|
|
|
$
|
(49.0
|
)
|
|
$
|
2,605.7
|
|
|
$
|
458.4
|
|
Gross profit percent
|
|
17.9
|
%
|
|
|
|
15.8
|
%
|
|
55.3
|
%
|
|||||
Operating income percent
|
|
(1.8
|
)%
|
|
|
|
2.3
|
%
|
|
24.8
|
%
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer revenue
|
|
$
|
3,356.4
|
|
|
|
|
$
|
2,785.7
|
|
|
$
|
570.7
|
|
||
Intersegment
|
|
|
|
$
|
(58.4
|
)
|
|
0.3
|
|
|
58.1
|
|
||||
Total revenue
|
|
$
|
3,356.4
|
|
|
$
|
(58.4
|
)
|
|
$
|
2,786.0
|
|
|
$
|
628.8
|
|
Gross profit percent
|
|
23.2
|
%
|
|
|
|
17.4
|
%
|
|
55.3
|
%
|
|||||
Operating income percent
|
|
4.6
|
%
|
|
|
|
3.4
|
%
|
|
21.9
|
%
|
Year ended December 31 (millions)
|
|
2016
|
|
|
2015
|
|
|
Percentage
Change
|
|
|
2014
|
|
|
Percentage
Change
|
|
|||
Services
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cloud & infrastructure services
|
|
$
|
1,352.9
|
|
|
$
|
1,513.1
|
|
|
(10.6
|
)%
|
|
$
|
1,704.9
|
|
|
(11.2
|
)%
|
Application services
|
|
859.0
|
|
|
868.9
|
|
|
(1.1
|
)%
|
|
819.8
|
|
|
6.0
|
%
|
|||
BPO services
|
|
194.4
|
|
|
223.6
|
|
|
(13.1
|
)%
|
|
261.0
|
|
|
(14.3
|
)%
|
|||
|
|
2,406.3
|
|
|
2,605.6
|
|
|
(7.6
|
)%
|
|
2,785.7
|
|
|
(6.5
|
)%
|
|||
Technology
|
|
414.4
|
|
|
409.5
|
|
|
1.2
|
%
|
|
570.7
|
|
|
(28.2
|
)%
|
|||
Total
|
|
$
|
2,820.7
|
|
|
$
|
3,015.1
|
|
|
(6.4
|
)%
|
|
$
|
3,356.4
|
|
|
(10.2
|
)%
|
(millions)
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3 years
|
|
|
4-5 years
|
|
|
After 5 years
|
|
|||||
Long-term debt (including current portion)
|
|
$
|
300.0
|
|
|
$
|
106.0
|
|
|
$
|
11.6
|
|
|
$
|
181.6
|
|
|
$
|
0.8
|
|
Interest payments on debt
|
|
59.5
|
|
|
18.0
|
|
|
23.8
|
|
|
17.7
|
|
|
—
|
|
|||||
Operating leases
|
|
173.1
|
|
|
47.8
|
|
|
68.3
|
|
|
35.9
|
|
|
21.1
|
|
|||||
Work-force reductions
|
|
35.2
|
|
|
21.2
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
567.8
|
|
|
$
|
193.0
|
|
|
$
|
117.7
|
|
|
$
|
235.2
|
|
|
$
|
21.9
|
|
Reporting unit
|
Carrying value of goodwill at December 31, 2016
|
||
Cloud and infrastructure
|
|
$32.8
|
|
Application services
|
26.6
|
|
|
Business process outsourcing
|
10.5
|
|
|
Technology
|
108.7
|
|
|
Total
|
178.6
|
|
Index
|
|
Page No.
|
Report of Management
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Statements of Income
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Consolidated Statements of Deficit
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Peter Altabef
|
|
Inder M. Singh
|
President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
/s/ KPMG LLP
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
|
February 21, 2017
|
|
|
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenue
|
|
|
|
|
|
|
||||||
Services
|
|
$
|
2,406.3
|
|
|
$
|
2,605.6
|
|
|
$
|
2,785.7
|
|
Technology
|
|
414.4
|
|
|
409.5
|
|
|
570.7
|
|
|||
|
|
2,820.7
|
|
|
3,015.1
|
|
|
3,356.4
|
|
|||
Costs and expenses
|
|
|
|
|
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Services
|
|
2,092.9
|
|
|
2,306.7
|
|
|
2,337.8
|
|
|||
Technology
|
|
169.2
|
|
|
167.5
|
|
|
240.8
|
|
|||
|
|
2,262.1
|
|
|
2,474.2
|
|
|
2,578.6
|
|
|||
Selling, general and administrative expenses
|
|
455.6
|
|
|
519.6
|
|
|
554.1
|
|
|||
Research and development expenses
|
|
55.4
|
|
|
76.4
|
|
|
68.8
|
|
|||
|
|
2,773.1
|
|
|
3,070.2
|
|
|
3,201.5
|
|
|||
Operating profit (loss)
|
|
47.6
|
|
|
(55.1
|
)
|
|
154.9
|
|
|||
Interest expense
|
|
27.4
|
|
|
11.9
|
|
|
9.2
|
|
|||
Other income (expense), net
|
|
0.3
|
|
|
8.2
|
|
|
(0.2
|
)
|
|||
Income (loss) before income taxes
|
|
20.5
|
|
|
(58.8
|
)
|
|
145.5
|
|
|||
Provision for income taxes
|
|
57.2
|
|
|
44.4
|
|
|
86.2
|
|
|||
Consolidated net income (loss)
|
|
(36.7
|
)
|
|
(103.2
|
)
|
|
59.3
|
|
|||
Net income attributable to noncontrolling interests
|
|
11.0
|
|
|
6.7
|
|
|
12.6
|
|
|||
Net income (loss) attributable to Unisys Corporation
|
|
(47.7
|
)
|
|
(109.9
|
)
|
|
46.7
|
|
|||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||
Net income (loss) attributable to Unisys Corporation common shareholders
|
|
$
|
(47.7
|
)
|
|
$
|
(109.9
|
)
|
|
$
|
44.0
|
|
Earnings (loss) per common share attributable to Unisys Corporation
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.95
|
)
|
|
$
|
(2.20
|
)
|
|
$
|
0.89
|
|
Diluted
|
|
$
|
(0.95
|
)
|
|
$
|
(2.20
|
)
|
|
$
|
0.89
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Consolidated net income (loss)
|
|
$
|
(36.7
|
)
|
|
$
|
(103.2
|
)
|
|
$
|
59.3
|
|
Other comprehensive income
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
|
(108.4
|
)
|
|
(100.8
|
)
|
|
(66.3
|
)
|
|||
Postretirement adjustments, net of tax of $(13.3) in 2016, $18.1 in 2015 and $(42.5) in 2014
|
|
(137.6
|
)
|
|
265.7
|
|
|
(756.8
|
)
|
|||
Total other comprehensive income (loss)
|
|
(246.0
|
)
|
|
164.9
|
|
|
(823.1
|
)
|
|||
Comprehensive income (loss)
|
|
(282.7
|
)
|
|
61.7
|
|
|
(763.8
|
)
|
|||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
27.5
|
|
|
(3.5
|
)
|
|
30.5
|
|
|||
Comprehensive income (loss) attributable to Unisys Corporation
|
|
$
|
(255.2
|
)
|
|
$
|
58.2
|
|
|
$
|
(733.3
|
)
|
As of December 31,
|
2016
|
|
|
2015
|
|
||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
370.6
|
|
|
$
|
365.2
|
|
Accounts and notes receivable, net
|
505.8
|
|
|
581.6
|
|
||
Inventories:
|
|
|
|
||||
Parts and finished equipment
|
14.0
|
|
|
20.9
|
|
||
Work in process and materials
|
15.0
|
|
|
22.9
|
|
||
Prepaid expenses and other current assets
|
121.9
|
|
|
120.9
|
*
|
||
Total
|
1,027.3
|
|
|
1,111.5
|
*
|
||
Properties
|
886.6
|
|
|
876.6
|
|
||
Less – Accumulated depreciation and amortization
|
741.3
|
|
|
722.8
|
|
||
Properties, net
|
145.3
|
|
|
153.8
|
|
||
Outsourcing assets, net
|
172.5
|
|
|
182.0
|
|
||
Marketable software, net
|
137.0
|
|
|
138.5
|
|
||
Prepaid postretirement assets
|
33.3
|
|
|
45.1
|
|
||
Deferred income taxes
|
146.1
|
|
|
127.4
|
*
|
||
Goodwill
|
178.6
|
|
|
177.4
|
|
||
Other long-term assets
|
181.5
|
|
|
194.3
|
*
|
||
Total
|
$
|
2,021.6
|
|
|
$
|
2,130.0
|
*
|
Liabilities and deficit
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
—
|
|
|
$
|
65.8
|
|
Current maturities of long-term debt
|
106.0
|
|
|
11.0
|
|
||
Accounts payable
|
189.0
|
|
|
219.3
|
|
||
Deferred revenue
|
337.4
|
|
|
335.1
|
|
||
Other accrued liabilities
|
349.2
|
|
|
329.9
|
*
|
||
Total
|
981.6
|
|
|
961.1
|
*
|
||
Long-term debt
|
194.0
|
|
|
233.7
|
*
|
||
Long-term postretirement liabilities
|
2,292.6
|
|
|
2,111.3
|
|
||
Long-term deferred revenue
|
117.6
|
|
|
123.3
|
|
||
Other long-term liabilities
|
83.2
|
|
|
79.2
|
*
|
||
Commitments and contingencies
|
|
|
|
||||
Deficit
|
|
|
|
||||
Common stock, par value $.01 per share (100.0 million shares authorized; 52.8 million shares and 52.6 million shares issued)
|
0.5
|
|
|
0.5
|
|
||
Accumulated deficit
|
(1,893.4
|
)
|
|
(1,845.7
|
)
|
||
Treasury stock, at cost
|
(100.5
|
)
|
|
(100.1
|
)
|
||
Paid-in capital
|
4,515.2
|
|
|
4,500.9
|
|
||
Accumulated other comprehensive loss
|
(4,152.8
|
)
|
|
(3,945.3
|
)
|
||
Total Unisys stockholders’ deficit
|
(1,631.0
|
)
|
|
(1,389.7
|
)
|
||
Noncontrolling interests
|
(16.4
|
)
|
|
11.1
|
|
||
Total deficit
|
(1,647.4
|
)
|
|
(1,378.6
|
)
|
||
Total
|
$
|
2,021.6
|
|
|
$
|
2,130.0
|
*
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Consolidated net income (loss)
|
|
$
|
(36.7
|
)
|
|
$
|
(103.2
|
)
|
|
$
|
59.3
|
|
Add (deduct) items to reconcile consolidated net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Foreign currency transaction losses
|
|
0.4
|
|
|
8.4
|
|
|
7.4
|
|
|||
Non-cash interest expense
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|||
Employee stock compensation
|
|
9.5
|
|
|
9.4
|
|
|
10.4
|
|
|||
Depreciation and amortization of properties
|
|
38.9
|
|
|
57.5
|
|
|
52.0
|
|
|||
Depreciation and amortization of outsourcing assets
|
|
51.9
|
|
|
55.7
|
|
|
58.1
|
|
|||
Amortization of marketable software
|
|
64.8
|
|
|
66.9
|
|
|
58.5
|
|
|||
Other non-cash operating activities
|
|
1.9
|
|
|
4.6
|
|
|
7.8
|
|
|||
Disposal of capital assets
|
|
6.2
|
|
|
9.7
|
|
|
1.8
|
|
|||
(Gain) loss on sale of businesses and assets
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||
Pension contributions
|
|
(132.5
|
)
|
|
(148.3
|
)
|
|
(183.4
|
)
|
|||
Pension expense
|
|
82.7
|
|
|
108.7
|
|
|
73.8
|
|
|||
Decrease in deferred income taxes, net
|
|
2.7
|
|
|
1.2
|
|
|
24.8
|
|
|||
Decrease (increase) in receivables, net
|
|
87.3
|
|
|
(11.5
|
)
|
|
(14.3
|
)
|
|||
Decrease (increase) in inventories
|
|
15.3
|
|
|
(3.7
|
)
|
|
6.3
|
|
|||
Decrease (increase) in other assets
|
|
16.9
|
|
|
14.4
|
|
|
(23.7
|
)
|
|||
Increase (decrease) in accounts payable and other accrued liabilities
|
|
7.1
|
|
|
(61.1
|
)
|
|
14.4
|
|
|||
Decrease in other liabilities
|
|
(9.2
|
)
|
|
(7.5
|
)
|
|
(31.1
|
)
|
|||
Net cash provided by operating activities
|
|
218.2
|
|
|
1.2
|
|
|
121.4
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Proceeds from investments
|
|
4,455.9
|
|
|
3,831.6
|
|
|
5,654.0
|
|
|||
Purchases of investments
|
|
(4,490.0
|
)
|
|
(3,806.2
|
)
|
|
(5,640.3
|
)
|
|||
Capital additions of properties
|
|
(32.5
|
)
|
|
(49.6
|
)
|
|
(53.3
|
)
|
|||
Capital additions of outsourcing assets
|
|
(51.3
|
)
|
|
(102.0
|
)
|
|
(85.9
|
)
|
|||
Investment in marketable software
|
|
(63.3
|
)
|
|
(62.1
|
)
|
|
(73.6
|
)
|
|||
Other
|
|
(1.0
|
)
|
|
10.4
|
|
|
3.8
|
|
|||
Net cash used for investing activities
|
|
(182.2
|
)
|
|
(177.9
|
)
|
|
(195.3
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
213.5
|
|
|
31.8
|
|
|
—
|
|
|||
Payments for capped call transactions
|
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance costs relating to long-term debt
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of long-term debt
|
|
(129.8
|
)
|
|
(10.4
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
—
|
|
|
3.7
|
|
|
3.4
|
|
|||
Net (payments) proceeds from short-term borrowings
|
|
(65.8
|
)
|
|
65.8
|
|
|
—
|
|
|||
Financing fees
|
|
—
|
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|||
Common stock repurchases
|
|
—
|
|
|
—
|
|
|
(35.7
|
)
|
|||
Dividends paid on preferred stock
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||
Net cash (used for) provided by financing activities
|
|
(16.7
|
)
|
|
90.6
|
|
|
(36.9
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(13.9
|
)
|
|
(43.0
|
)
|
|
(34.7
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
5.4
|
|
|
(129.1
|
)
|
|
(145.5
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
365.2
|
|
|
494.3
|
|
|
639.8
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
370.6
|
|
|
$
|
365.2
|
|
|
$
|
494.3
|
|
|
|
|
|
Unisys Corporation
|
|
|
||||||||||||||||||||||||||||||
|
|
Total
|
|
Total Unisys Corporation
|
|
Preferred Stock
|
|
Common Stock Par Value
|
|
Accumu-lated Deficit
|
|
Treasury Stock At Cost
|
|
Paid-in Capital
|
|
Accumu-lated Other Compre-hensive Loss
|
|
Non-controlling Interests
|
||||||||||||||||||
Balance at
December 31, 2013 |
|
$
|
(663.9
|
)
|
|
$
|
(700.5
|
)
|
|
$
|
249.7
|
|
|
$
|
0.4
|
|
|
$
|
(1,782.5
|
)
|
|
$
|
(62.4
|
)
|
|
$
|
4,227.7
|
|
|
$
|
(3,333.4
|
)
|
|
$
|
36.6
|
|
Consolidated net income
|
|
59.3
|
|
|
46.7
|
|
|
|
|
|
|
46.7
|
|
|
|
|
|
|
|
|
12.6
|
|
||||||||||||||
Stock-based compensation
|
|
13.5
|
|
|
13.5
|
|
|
|
|
|
|
|
|
(1.5
|
)
|
|
15.0
|
|
|
|
|
|
||||||||||||||
Dividends declared to preferred holders
|
|
(4.0
|
)
|
|
(4.0
|
)
|
|
|
|
|
|
|
|
|
|
(4.0
|
)
|
|
|
|
|
|||||||||||||||
Preferred stock conversion
|
|
—
|
|
|
—
|
|
|
(249.7
|
)
|
|
0.1
|
|
|
|
|
|
|
249.6
|
|
|
|
|
|
|||||||||||||
Sale of subsidiary
|
|
1.5
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5
|
|
|||||||||||||||
Common stock repurchases
|
|
(35.7
|
)
|
|
(35.7
|
)
|
|
|
|
|
|
|
|
(35.7
|
)
|
|
|
|
|
|
|
|||||||||||||||
Translation adjustments
|
|
(66.3
|
)
|
|
(61.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(61.0
|
)
|
|
(5.3
|
)
|
||||||||||||||
Postretirement plans
|
|
(756.8
|
)
|
|
(719.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(719.0
|
)
|
|
(37.8
|
)
|
||||||||||||||
Balance at
December 31, 2014 |
|
(1,452.4
|
)
|
|
(1,460.0
|
)
|
|
—
|
|
|
0.5
|
|
|
(1,735.8
|
)
|
|
(99.6
|
)
|
|
4,488.3
|
|
|
(4,113.4
|
)
|
|
7.6
|
|
|||||||||
Consolidated net income (loss)
|
|
(103.2
|
)
|
|
(109.9
|
)
|
|
|
|
|
|
(109.9
|
)
|
|
|
|
|
|
|
|
6.7
|
|
||||||||||||||
Stock-based compensation
|
|
12.1
|
|
|
12.1
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
12.6
|
|
|
|
|
|
||||||||||||||
Translation adjustments
|
|
(100.8
|
)
|
|
(96.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(96.0
|
)
|
|
(4.8
|
)
|
||||||||||||||
Postretirement plans
|
|
265.7
|
|
|
264.1
|
|
|
|
|
|
|
|
|
|
|
|
|
264.1
|
|
|
1.6
|
|
||||||||||||||
Balance at
December 31, 2015 |
|
(1,378.6
|
)
|
|
(1,389.7
|
)
|
|
—
|
|
|
0.5
|
|
|
(1,845.7
|
)
|
|
(100.1
|
)
|
|
4,500.9
|
|
|
(3,945.3
|
)
|
|
11.1
|
|
|||||||||
Consolidated net income (loss)
|
|
(36.7
|
)
|
|
(47.7
|
)
|
|
|
|
|
|
(47.7
|
)
|
|
|
|
|
|
|
|
11.0
|
|
||||||||||||||
Stock-based compensation
|
|
8.8
|
|
|
8.8
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
9.2
|
|
|
|
|
|
||||||||||||||
Discount on debt issuance
|
|
33.6
|
|
|
33.6
|
|
|
|
|
|
|
|
|
|
|
33.6
|
|
|
|
|
|
|||||||||||||||
Capped call on debt issuance
|
|
(27.3
|
)
|
|
(27.3
|
)
|
|
|
|
|
|
|
|
|
|
(27.3
|
)
|
|
|
|
|
|||||||||||||||
Expenses of convertible notes
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|||||||||||||||
Translation adjustments
|
|
(108.4
|
)
|
|
(93.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(93.3
|
)
|
|
(15.1
|
)
|
||||||||||||||
Postretirement plans
|
|
(137.6
|
)
|
|
(114.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(114.2
|
)
|
|
(23.4
|
)
|
||||||||||||||
Balance at
December 31, 2016 |
|
$
|
(1,647.4
|
)
|
|
$
|
(1,631.0
|
)
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
(1,893.4
|
)
|
|
$
|
(100.5
|
)
|
|
$
|
4,515.2
|
|
|
$
|
(4,152.8
|
)
|
|
$
|
(16.4
|
)
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Basic earnings (loss) per common share computation
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Unisys Corporation common shareholders
|
|
$
|
(47.7
|
)
|
|
$
|
(109.9
|
)
|
|
$
|
44.0
|
|
Weighted average shares (thousands)
|
|
50,060
|
|
|
49,905
|
|
|
49,280
|
|
|||
Basic earnings (loss) per common share
|
|
$
|
(0.95
|
)
|
|
$
|
(2.20
|
)
|
|
$
|
0.89
|
|
Diluted earnings (loss) per common share computation
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Unisys Corporation for diluted earnings per share
|
|
$
|
(47.7
|
)
|
|
$
|
(109.9
|
)
|
|
$
|
44.0
|
|
Weighted average shares (thousands)
|
|
50,060
|
|
|
49,905
|
|
|
49,280
|
|
|||
Plus incremental shares from assumed conversions:
|
|
|
|
|
|
|
||||||
Employee stock plans
|
|
—
|
|
|
—
|
|
|
304
|
|
|||
Adjusted weighted average shares
|
|
50,060
|
|
|
49,905
|
|
|
49,584
|
|
|||
Diluted earnings (loss) per common share
|
|
$
|
(0.95
|
)
|
|
$
|
(2.20
|
)
|
|
$
|
0.89
|
|
|
|
Total
|
|
|
U.S.
|
|
|
International
|
|
|||
Charges for work-force reductions
|
|
$
|
78.8
|
|
|
$
|
27.9
|
|
|
$
|
50.9
|
|
Payments
|
|
(45.3
|
)
|
|
(23.7
|
)
|
|
(21.6
|
)
|
|||
Translation adjustments
|
|
(0.5
|
)
|
|
|
|
(0.5
|
)
|
||||
Balance at December 31, 2015
|
|
33.0
|
|
|
4.2
|
|
|
28.8
|
|
|||
Additional Provisions
|
|
66.9
|
|
|
8.3
|
|
|
58.6
|
|
|||
Payments
|
|
(59.3
|
)
|
|
(9.4
|
)
|
|
(49.9
|
)
|
|||
Changes in estimates
|
|
(4.3
|
)
|
|
(1.3
|
)
|
|
(3.0
|
)
|
|||
Translation adjustments
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
35.2
|
|
|
$
|
1.8
|
|
|
$
|
33.4
|
|
Expected future payments on balance at December 31, 2016
|
|
|
|
|
|
|
||||||
In 2017
|
|
$
|
21.2
|
|
|
$
|
1.8
|
|
|
$
|
19.4
|
|
Beyond 2017
|
|
14.0
|
|
|
—
|
|
|
14.0
|
|
|
|
Total
|
|
|
Services
|
|
|
Technology
|
|
|||
Balance at December 31, 2014
|
|
$
|
183.9
|
|
|
$
|
75.2
|
|
|
$
|
108.7
|
|
Translation adjustments
|
|
(6.5
|
)
|
|
(6.5
|
)
|
|
—
|
|
|||
Balance at December 31, 2015
|
|
177.4
|
|
|
68.7
|
|
|
108.7
|
|
|||
Translation adjustments
|
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|||
Balance at December 31, 2016
|
|
$
|
178.6
|
|
|
$
|
69.9
|
|
|
$
|
108.7
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Income (loss) before income taxes
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(88.3
|
)
|
|
$
|
(130.6
|
)
|
|
$
|
(19.9
|
)
|
Foreign
|
|
108.8
|
|
|
71.8
|
|
|
165.4
|
|
|||
Total income (loss) before income taxes
|
|
$
|
20.5
|
|
|
$
|
(58.8
|
)
|
|
$
|
145.5
|
|
Provision for income taxes
|
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
6.7
|
|
|
$
|
1.0
|
|
|
$
|
2.1
|
|
Foreign
|
|
47.7
|
|
|
42.2
|
|
|
59.4
|
|
|||
State and local
|
|
—
|
|
|
0.3
|
|
|
1.0
|
|
|||
Total
|
|
54.4
|
|
|
43.5
|
|
|
62.5
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
United States
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
2.8
|
|
|
0.9
|
|
|
23.7
|
|
|||
Total provision for income taxes
|
|
$
|
57.2
|
|
|
$
|
44.4
|
|
|
$
|
86.2
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
United States statutory income tax provision (benefit)
|
|
$
|
7.2
|
|
|
$
|
(20.6
|
)
|
|
$
|
50.9
|
|
Income and losses for which no provision or benefit has been recognized
|
|
65.5
|
|
|
69.1
|
|
|
35.7
|
|
|||
Foreign rate differential and other foreign tax expense
|
|
(21.1
|
)
|
|
(15.9
|
)
|
|
(22.0
|
)
|
|||
Income tax withholdings
|
|
22.8
|
|
|
12.5
|
|
|
17.1
|
|
|||
Permanent items
|
|
(4.7
|
)
|
|
(1.9
|
)
|
|
1.1
|
|
|||
Enacted rate changes
|
|
3.5
|
|
|
9.1
|
|
|
—
|
|
|||
Change in uncertain tax positions
|
|
0.4
|
|
|
1.5
|
|
|
0.2
|
|
|||
Change in valuation allowances due to changes in judgment
|
|
(16.4
|
)
|
|
(5.4
|
)
|
|
7.0
|
|
|||
Income tax credits, U.S.
|
|
—
|
|
|
(4.0
|
)
|
|
(3.9
|
)
|
|||
Other
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Provision for income taxes
|
|
$
|
57.2
|
|
|
$
|
44.4
|
|
|
$
|
86.2
|
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
||
Deferred tax assets
|
|
|
|
|
||||
Tax loss carryforwards
|
|
$
|
889.6
|
|
|
$
|
854.5
|
|
Postretirement benefits
|
|
728.9
|
|
|
695.7
|
|
||
Foreign tax credit carryforwards
|
|
317.6
|
|
|
263.2
|
|
||
Other tax credit carryforwards
|
|
91.4
|
|
|
86.7
|
|
||
Deferred revenue
|
|
81.0
|
|
|
65.7
|
|
||
Employee benefits and compensation
|
|
49.1
|
|
|
49.9
|
|
||
Purchased capitalized software
|
|
32.6
|
|
|
39.5
|
|
||
Depreciation
|
|
28.3
|
|
|
36.8
|
|
||
Warranty, bad debts and other reserves
|
|
16.1
|
|
|
14.1
|
|
||
Capitalized costs
|
|
10.9
|
|
|
13.0
|
|
||
Capitalized research and development
|
|
—
|
|
|
3.2
|
|
||
Other
|
|
27.7
|
|
|
39.7
|
|
||
|
|
2,273.2
|
|
|
2,162.0
|
|
||
Valuation allowance
|
|
(2,084.6
|
)
|
|
(2,024.9
|
)
|
||
Total deferred tax assets
|
|
$
|
188.6
|
|
|
$
|
137.1
|
|
Deferred tax liabilities
|
|
|
|
|
||||
Capitalized research and development
|
|
$
|
20.3
|
|
|
$
|
—
|
|
Other
|
|
28.4
|
|
|
22.7
|
|
||
Total deferred tax liabilities
|
|
$
|
48.7
|
|
|
$
|
22.7
|
|
Net deferred tax assets
|
|
$
|
139.9
|
|
|
$
|
114.4
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Balance at January 1
|
|
$
|
27.7
|
|
|
$
|
35.0
|
|
|
$
|
26.3
|
|
Additions based on tax positions related to the current year
|
|
2.7
|
|
|
3.4
|
|
|
14.4
|
|
|||
Changes for tax positions of prior years
|
|
2.0
|
|
|
(4.0
|
)
|
|
(1.4
|
)
|
|||
Reductions as a result of a lapse of applicable statute of limitations
|
|
(2.8
|
)
|
|
(3.4
|
)
|
|
(1.6
|
)
|
|||
Settlements
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Changes due to foreign currency
|
|
(3.7
|
)
|
|
(2.4
|
)
|
|
(1.8
|
)
|
|||
Balance at December 31
|
|
$
|
25.8
|
|
|
$
|
27.7
|
|
|
$
|
35.0
|
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
||
Land
|
|
$
|
2.7
|
|
|
$
|
2.8
|
|
Buildings
|
|
88.2
|
|
|
93.1
|
|
||
Machinery and office equipment
|
|
591.7
|
|
|
586.8
|
|
||
Internal-use software
|
|
145.9
|
|
|
144.5
|
|
||
Rental equipment
|
|
58.1
|
|
|
49.4
|
|
||
Total properties
|
|
$
|
886.6
|
|
|
$
|
876.6
|
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
||
5.50% convertible senior notes due March 1, 2021 ($213.5 million face value less unamortized discount and fees of $34.4 million)
|
|
$
|
179.1
|
|
|
$
|
—
|
|
6.25% senior notes due August 15, 2017 ($95.0 million and $210.0 million face value less unamortized discount and fees of $0.3 million and $1.8 million)
|
|
94.7
|
|
|
208.2
|
*
|
||
Capital leases
|
|
10.1
|
|
|
12.5
|
|
||
Other debt
|
|
16.1
|
|
|
24.0
|
|
||
Total
|
|
300.0
|
|
|
244.7
|
*
|
||
Less – current maturities
|
|
106.0
|
|
|
11.0
|
|
||
Total long-term debt
|
|
$
|
194.0
|
|
|
$
|
233.7
|
*
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
||
Payrolls and commissions
|
|
$
|
110.6
|
|
|
$
|
102.7
|
|
Accrued vacations
|
|
47.1
|
|
|
51.1
|
|
||
Income taxes
|
|
35.3
|
|
|
22.6
|
*
|
||
Taxes other than income taxes
|
|
25.4
|
|
|
32.7
|
|
||
Cost reduction (work-force reductions)
|
|
21.2
|
|
|
33.0
|
|
||
Postretirement
|
|
19.3
|
|
|
20.7
|
|
||
Accrued interest
|
|
6.1
|
|
|
4.9
|
|
||
Other
|
|
84.2
|
|
|
62.2
|
|
||
Total other accrued liabilities
|
|
$
|
349.2
|
|
|
$
|
329.9
|
*
|
•
|
Cloud and infrastructure services. This represents revenue from helping clients apply cloud and as-a-service delivery models to capitalize on business opportunities, make their end users more productive, and manage and secure their IT infrastructure and operations more economically.
|
•
|
Application services. This represents revenue from helping clients transform their business processes by providing advanced solutions for select industries, developing and managing new leading-edge applications, 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.
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Services
|
|
|
|
|
|
|
||||||
Cloud & infrastructure services
|
|
$
|
1,352.9
|
|
|
$
|
1,513.1
|
|
|
$
|
1,704.9
|
|
Application services
|
|
859.0
|
|
|
868.9
|
|
|
819.8
|
|
|||
BPO services
|
|
194.4
|
|
|
223.6
|
|
|
261.0
|
|
|||
|
|
2,406.3
|
|
|
2,605.6
|
|
|
2,785.7
|
|
|||
Technology
|
|
414.4
|
|
|
409.5
|
|
|
570.7
|
|
|||
Total
|
|
$
|
2,820.7
|
|
|
$
|
3,015.1
|
|
|
$
|
3,356.4
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Total segment operating income
|
|
$
|
208.4
|
|
|
$
|
174.9
|
|
|
$
|
233.6
|
|
Interest expense
|
|
(27.4
|
)
|
|
(11.9
|
)
|
|
(9.2
|
)
|
|||
Other income (expense), net
|
|
0.3
|
|
|
8.2
|
|
|
(0.2
|
)
|
|||
Cost reduction charges
|
|
(82.1
|
)
|
|
(118.5
|
)
|
|
—
|
|
|||
Corporate and eliminations
|
|
(78.7
|
)
|
|
(111.5
|
)
|
|
(78.7
|
)
|
|||
Total income (loss) before income taxes
|
|
$
|
20.5
|
|
|
$
|
(58.8
|
)
|
|
$
|
145.5
|
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Total segment assets
|
|
$
|
1,339.0
|
|
|
$
|
1,486.0
|
|
|
$
|
1,533.8
|
|
Cash and cash equivalents
|
|
370.6
|
|
|
365.2
|
|
|
494.3
|
|
|||
Deferred income taxes
|
|
146.1
|
|
|
127.4
|
*
|
|
146.3
|
*
|
|||
Prepaid postretirement assets
|
|
33.3
|
|
|
45.1
|
|
|
19.9
|
|
|||
Other corporate assets
|
|
132.6
|
|
|
106.3
|
*
|
|
126.7
|
*
|
|||
Total assets
|
|
$
|
2,021.6
|
|
|
$
|
2,130.0
|
*
|
|
$
|
2,321.0
|
*
|
|
|
Total
|
|
|
Corporate
|
|
|
Services
|
|
|
Technology
|
|
||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Customer revenue
|
|
$
|
2,820.7
|
|
|
|
|
$
|
2,406.3
|
|
|
$
|
414.4
|
|
||
Intersegment
|
|
|
|
$
|
(22.6
|
)
|
|
—
|
|
|
22.6
|
|
||||
Total revenue
|
|
$
|
2,820.7
|
|
|
$
|
(22.6
|
)
|
|
$
|
2,406.3
|
|
|
$
|
437.0
|
|
Operating income (loss)
|
|
$
|
47.6
|
|
|
$
|
(160.8
|
)
|
|
$
|
46.9
|
|
|
$
|
161.5
|
|
Depreciation and amortization
|
|
155.6
|
|
|
|
|
81.8
|
|
|
73.8
|
|
|||||
Total assets
|
|
2,021.6
|
|
|
682.6
|
|
|
963.3
|
|
|
375.7
|
|
||||
Capital expenditures
|
|
147.1
|
|
|
3.0
|
|
|
74.8
|
|
|
69.3
|
|
||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Customer revenue
|
|
$
|
3,015.1
|
|
|
|
|
$
|
2,605.6
|
|
|
$
|
409.5
|
|
||
Intersegment
|
|
|
|
$
|
(49.0
|
)
|
|
0.1
|
|
|
48.9
|
|
||||
Total revenue
|
|
$
|
3,015.1
|
|
|
$
|
(49.0
|
)
|
|
$
|
2,605.7
|
|
|
$
|
458.4
|
|
Operating income (loss)
|
|
$
|
(55.1
|
)
|
|
$
|
(230.0
|
)
|
|
$
|
61.2
|
|
|
$
|
113.7
|
|
Depreciation and amortization
|
|
180.1
|
|
|
|
|
104.8
|
|
|
75.3
|
|
|||||
Total assets
|
|
2,130.0
|
*
|
|
644.0
|
*
|
|
1,081.7
|
|
|
404.3
|
|
||||
Capital expenditures
|
|
213.7
|
|
|
1.9
|
|
|
143.3
|
|
|
68.5
|
|
||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Customer revenue
|
|
$
|
3,356.4
|
|
|
|
|
$
|
2,785.7
|
|
|
$
|
570.7
|
|
||
Intersegment
|
|
|
|
$
|
(58.4
|
)
|
|
0.3
|
|
|
58.1
|
|
||||
Total revenue
|
|
$
|
3,356.4
|
|
|
$
|
(58.4
|
)
|
|
$
|
2,786.0
|
|
|
$
|
628.8
|
|
Operating income
|
|
$
|
154.9
|
|
|
$
|
(78.7
|
)
|
|
$
|
96.0
|
|
|
$
|
137.6
|
|
Depreciation and amortization
|
|
168.6
|
|
|
|
|
103.2
|
|
|
65.4
|
|
|||||
Total assets
|
|
2,321.0
|
*
|
|
787.2
|
*
|
|
1,099.2
|
|
|
434.6
|
|
||||
Capital expenditures
|
|
212.8
|
|
|
4.9
|
|
|
133.8
|
|
|
74.1
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenue
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,309.3
|
|
|
$
|
1,454.9
|
|
|
$
|
1,378.1
|
|
United Kingdom
|
|
348.0
|
|
|
375.8
|
|
|
435.4
|
|
|||
Other foreign
|
|
1,163.4
|
|
|
1,184.4
|
|
|
1,542.9
|
|
|||
Total
|
|
$
|
2,820.7
|
|
|
$
|
3,015.1
|
|
|
$
|
3,356.4
|
|
Properties, net
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
91.4
|
|
|
$
|
96.9
|
|
|
$
|
111.9
|
|
United Kingdom
|
|
15.1
|
|
|
18.8
|
|
|
22.0
|
|
|||
Other foreign
|
|
38.8
|
|
|
38.1
|
|
|
34.8
|
|
|||
Total
|
|
$
|
145.3
|
|
|
$
|
153.8
|
|
|
$
|
168.7
|
|
Outsourcing assets, net
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
105.1
|
|
|
$
|
119.4
|
|
|
$
|
99.7
|
|
United Kingdom
|
|
39.0
|
|
|
36.6
|
|
|
25.8
|
|
|||
Other foreign
|
|
28.4
|
|
|
26.0
|
|
|
25.4
|
|
|||
Total
|
|
$
|
172.5
|
|
|
$
|
182.0
|
|
|
$
|
150.9
|
|
Year Ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Weighted-average fair value of grant
|
|
$
|
4.53
|
|
|
$
|
8.92
|
|
|
$
|
11.24
|
|
Risk-free interest rate
|
|
1.29
|
%
|
|
1.28
|
%
|
|
1.04
|
%
|
|||
Expected volatility
|
|
51.30
|
%
|
|
45.46
|
%
|
|
45.65
|
%
|
|||
Expected life of options in years
|
|
4.90
|
|
|
4.92
|
|
|
3.71
|
|
|||
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Shares
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value ($ in millions)
|
|||||
Outstanding at December 31, 2015
|
|
2,723
|
|
|
$
|
27.88
|
|
|
|
|
|
||
Granted
|
|
11
|
|
|
10.85
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited and expired
|
|
(635
|
)
|
|
35.76
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
2,099
|
|
|
25.41
|
|
|
2.28
|
|
$
|
—
|
|
|
Expected to vest at December 31, 2016
|
|
608
|
|
|
26.06
|
|
|
3.70
|
|
$
|
—
|
|
|
Exercisable at December 31, 2016
|
|
1,478
|
|
|
25.17
|
|
|
1.67
|
|
$
|
—
|
|
|
|
Restricted Stock Units
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Outstanding at December 31, 2015
|
|
469
|
|
|
$
|
23.57
|
|
Granted
|
|
1,306
|
|
|
9.91
|
|
|
Vested
|
|
(187
|
)
|
|
18.94
|
|
|
Forfeited and expired
|
|
(134
|
)
|
|
15.50
|
|
|
Outstanding at December 31, 2016
|
|
1,454
|
|
|
12.68
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||
As of December 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
5,231.4
|
|
|
$
|
5,665.5
|
|
|
$
|
2,987.8
|
|
|
$
|
3,354.9
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
8.7
|
|
||||
Interest cost
|
|
231.3
|
|
|
224.1
|
|
|
87.8
|
|
|
94.1
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
2.5
|
|
||||
Plan amendment
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(32.3
|
)
|
||||
Plan curtailment
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
87.2
|
|
|
(285.0
|
)
|
|
502.2
|
|
|
(79.5
|
)
|
||||
Benefits paid
|
|
(577.9
|
)
|
|
(370.5
|
)
|
|
(110.0
|
)
|
|
(112.8
|
)
|
||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(397.6
|
)
|
|
(247.8
|
)
|
||||
Benefit obligation at end of year
|
|
$
|
4,972.0
|
|
|
$
|
5,231.4
|
|
|
$
|
3,076.2
|
|
|
$
|
2,987.8
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
3,759.4
|
|
|
$
|
4,069.7
|
|
|
$
|
2,496.8
|
|
|
$
|
2,718.9
|
|
Actual return on plan assets
|
|
211.8
|
|
|
(5.6
|
)
|
|
287.7
|
|
|
18.6
|
|
||||
Employer contribution
|
|
58.8
|
|
|
65.8
|
|
|
73.7
|
|
|
82.5
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
2.5
|
|
||||
Benefits paid
|
|
(577.9
|
)
|
|
(370.5
|
)
|
|
(110.0
|
)
|
|
(112.8
|
)
|
||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(320.8
|
)
|
|
(212.9
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
3,452.1
|
|
|
$
|
3,759.4
|
|
|
$
|
2,429.7
|
|
|
$
|
2,496.8
|
|
Funded status at end of year
|
|
$
|
(1,519.9
|
)
|
|
$
|
(1,472.0
|
)
|
|
$
|
(646.5
|
)
|
|
$
|
(491.0
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
||||||||
Prepaid postretirement assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.9
|
|
|
$
|
43.8
|
|
Other accrued liabilities
|
|
(6.7
|
)
|
|
(6.8
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Long-term postretirement liabilities
|
|
(1,513.2
|
)
|
|
(1,465.2
|
)
|
|
(678.2
|
)
|
|
(534.6
|
)
|
||||
Total funded status
|
|
$
|
(1,519.9
|
)
|
|
$
|
(1,472.0
|
)
|
|
$
|
(646.5
|
)
|
|
$
|
(491.0
|
)
|
Accumulated other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
2,828.8
|
|
|
$
|
2,816.2
|
|
|
$
|
1,144.7
|
|
|
$
|
1,018.6
|
|
Prior service credit
|
|
$
|
(42.4
|
)
|
|
$
|
(44.9
|
)
|
|
$
|
(27.7
|
)
|
|
$
|
(35.8
|
)
|
Accumulated benefit obligation
|
|
$
|
4,972.0
|
|
|
$
|
5,231.4
|
|
|
$
|
3,072.1
|
|
|
$
|
2,983.1
|
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
||
Accumulated benefit obligation
|
|
$
|
7,551.8
|
|
|
$
|
7,231.2
|
|
Fair value of plan assets
|
|
5,357.2
|
|
|
5,228.6
|
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
||
Projected benefit obligation
|
|
$
|
7,555.2
|
|
|
$
|
7,235.4
|
|
Fair value of plan assets
|
|
5,357.2
|
|
|
5,228.6
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||||||||||
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
8.7
|
|
|
$
|
8.4
|
|
Interest cost
|
|
231.3
|
|
|
224.1
|
|
|
248.3
|
|
|
87.8
|
|
|
94.1
|
|
|
117.9
|
|
||||||
Expected return on plan assets
|
|
(253.1
|
)
|
|
(254.8
|
)
|
|
(287.1
|
)
|
|
(139.5
|
)
|
|
(155.4
|
)
|
|
(160.5
|
)
|
||||||
Amortization of prior service credit
|
|
(2.5
|
)
|
|
(2.4
|
)
|
|
(0.4
|
)
|
|
(3.0
|
)
|
|
(1.9
|
)
|
|
(2.1
|
)
|
||||||
Recognized net actuarial loss
|
|
116.0
|
|
|
132.7
|
|
|
109.7
|
|
|
40.3
|
|
|
63.6
|
|
|
40.2
|
|
||||||
Curtailment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Net periodic pension cost
|
|
$
|
91.7
|
|
|
$
|
99.6
|
|
|
$
|
70.5
|
|
|
$
|
(9.0
|
)
|
|
$
|
9.1
|
|
|
$
|
3.3
|
|
|
|
U.S.
|
|
International
|
|||||||
Asset Category
|
|
Target
|
|
|
Range
|
|
|
Target
|
|
|
Range
|
Equity securities
|
|
58
|
%
|
|
52-64%
|
|
|
29
|
%
|
|
23-35%
|
Debt securities
|
|
36
|
%
|
|
33-39%
|
|
|
55
|
%
|
|
48-61%
|
Real estate
|
|
6
|
%
|
|
3-9%
|
|
|
1
|
%
|
|
0-3%
|
Cash
|
|
—
|
%
|
|
0-5%
|
|
|
1
|
%
|
|
0-5%
|
Other
|
|
—
|
%
|
|
—
|
%
|
|
14
|
%
|
|
7-21%
|
Year ending December 31,
|
|
U.S.
|
|
|
International
|
|
||
2017
|
|
$
|
364.1
|
|
|
$
|
93.9
|
|
2018
|
|
362.2
|
|
|
95.5
|
|
||
2019
|
|
360.9
|
|
|
97.5
|
|
||
2020
|
|
359.7
|
|
|
98.9
|
|
||
2021
|
|
358.6
|
|
|
100.4
|
|
||
2022 - 2026
|
|
1,735.0
|
|
|
520.7
|
|
As of December 31,
|
|
2016
|
|
|
2015
|
|
||
Change in accumulated benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
131.5
|
|
|
$
|
150.0
|
|
Service cost
|
|
0.4
|
|
|
0.6
|
|
||
Interest cost
|
|
6.2
|
|
|
6.9
|
|
||
Plan participants’ contributions
|
|
3.8
|
|
|
4.2
|
|
||
Amendments
|
|
(3.3
|
)
|
|
—
|
|
||
Actuarial gain
|
|
(1.4
|
)
|
|
(8.0
|
)
|
||
Federal drug subsidy
|
|
1.4
|
|
|
1.5
|
|
||
Benefits paid
|
|
(16.9
|
)
|
|
(21.4
|
)
|
||
Foreign currency translation and other adjustments
|
|
(1.6
|
)
|
|
(2.3
|
)
|
||
Benefit obligation at end of year
|
|
$
|
120.1
|
|
|
$
|
131.5
|
|
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
7.7
|
|
|
$
|
9.1
|
|
Actual return on plan assets
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||
Employer contributions
|
|
13.6
|
|
|
15.9
|
|
||
Plan participants’ contributions
|
|
3.8
|
|
|
4.2
|
|
||
Benefits paid
|
|
(16.9
|
)
|
|
(21.4
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
7.9
|
|
|
$
|
7.7
|
|
Funded status at end of year
|
|
$
|
(112.2
|
)
|
|
$
|
(123.8
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
||||
Prepaid postretirement assets
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
Other accrued liabilities
|
|
(12.4
|
)
|
|
(13.7
|
)
|
||
Long-term postretirement liabilities
|
|
(101.2
|
)
|
|
(111.4
|
)
|
||
Total funded status
|
|
$
|
(112.2
|
)
|
|
$
|
(123.8
|
)
|
Accumulated other comprehensive loss, net of tax
|
|
|
|
|
||||
Net loss
|
|
$
|
19.0
|
|
|
$
|
21.3
|
|
Prior service (credit) cost
|
|
(3.2
|
)
|
|
0.1
|
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Service cost
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Interest cost
|
|
6.2
|
|
|
6.9
|
|
|
7.6
|
|
|||
Expected return on assets
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|||
Amortization of prior service cost
|
|
—
|
|
|
1.1
|
|
|
1.7
|
|
|||
Recognized net actuarial loss
|
|
0.5
|
|
|
1.8
|
|
|
1.7
|
|
|||
Net periodic benefit cost
|
|
$
|
6.7
|
|
|
$
|
10.0
|
|
|
$
|
11.1
|
|
Assumed health care cost trend rates at December 31,
|
|
2016
|
|
|
2015
|
|
Health care cost trend rate assumed for next year
|
|
5.8
|
%
|
|
6.1
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
4.8
|
%
|
|
4.8
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2023
|
|
|
2023
|
|
|
|
1-Percentage- Point Increase
|
|
|
1-Percentage- Point Decrease
|
|
||
Effect on service and interest cost
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on postretirement benefit obligation
|
|
2.6
|
|
|
(2.4
|
)
|
Year ending December 31,
|
|
Gross
Medicare
Part D
Receipts
|
|
|
Gross
Expected
Payments
|
|
||
2017
|
|
$
|
0.3
|
|
|
$
|
13.8
|
|
2018
|
|
0.1
|
|
|
13.4
|
|
||
2019
|
|
—
|
|
|
12.7
|
|
||
2020
|
|
—
|
|
|
12.0
|
|
||
2021
|
|
—
|
|
|
11.2
|
|
||
2022 – 2026
|
|
—
|
|
|
41.6
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||||||||||||||||||
As of December 31, 2016
|
|
Fair Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||||||
Pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common Stocks
|
|
$
|
1,443.1
|
|
|
$
|
1,438.3
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commingled Funds
|
|
517.9
|
|
|
|
|
517.9
|
|
|
|
|
76.0
|
|
|
|
|
76.0
|
|
|
|
||||||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Govt. Securities
|
|
158.5
|
|
|
158.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Fixed Income
|
|
812.4
|
|
|
|
|
812.4
|
|
|
|
|
241.4
|
|
|
0.5
|
|
|
240.9
|
|
|
|
|||||||||||
Insurance Contracts
|
|
|
|
|
|
|
|
|
|
116.2
|
|
|
|
|
|
|
116.2
|
|
||||||||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
242.8
|
|
|
|
|
242.8
|
|
|
|
||||||||||||||
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real Estate Investment Trusts
|
|
156.2
|
|
|
156.2
|
|
|
|
|
|
|
1.6
|
|
|
1.2
|
|
|
0.4
|
|
|
|
|||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
|
3.1
|
|
|
(1.1
|
)
|
|
4.2
|
|
|
|
|
4.9
|
|
|
|
|
4.9
|
|
|
|
|||||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
294.5
|
|
|
|
|
294.5
|
|
|
|
||||||||||||||
Pooled Funds
|
|
272.0
|
|
|
|
|
272.0
|
|
|
|
|
6.7
|
|
|
|
|
6.7
|
|
|
|
||||||||||||
Cash
|
|
12.2
|
|
|
12.2
|
|
|
|
|
|
|
11.4
|
|
|
11.4
|
|
|
|
|
|
||||||||||||
Receivables
|
|
107.2
|
|
|
107.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Payables
|
|
(195.3
|
)
|
|
(195.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total plan assets in fair value hierarchy
|
|
$
|
3,287.3
|
|
|
$
|
1,676.0
|
|
|
$
|
1,611.3
|
|
|
$
|
—
|
|
|
$
|
995.5
|
|
|
$
|
13.1
|
|
|
$
|
866.2
|
|
|
$
|
116.2
|
|
Plan assets measured using NAV as a practical expedient
(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
|
$
|
—
|
|
|
|
|
|
|
|
|
$
|
726.7
|
|
|
|
|
|
|
|
||||||||||||
Debt
|
|
18.6
|
|
|
|
|
|
|
|
|
640.0
|
|
|
|
|
|
|
|
||||||||||||||
Other
|
|
104.6
|
|
|
|
|
|
|
|
|
25.8
|
|
|
|
|
|
|
|
||||||||||||||
Private Real Estate
|
|
40.5
|
|
|
|
|
|
|
|
|
41.7
|
|
|
|
|
|
|
|
||||||||||||||
Private Equity
|
|
1.1
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Total pension plan assets
|
|
$
|
3,452.1
|
|
|
|
|
|
|
|
|
$
|
2,429.7
|
|
|
|
|
|
|
|
||||||||||||
Other postretirement plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Insurance Contracts
|
|
$
|
7.9
|
|
|
|
|
|
|
$
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||||||||||||||||||
As of December 31, 2015
|
|
Fair Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||||||
Pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common Stocks
|
|
$
|
1,686.4
|
|
|
$
|
1,680.6
|
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commingled Funds
|
|
411.9
|
|
|
|
|
411.9
|
|
|
|
|
75.3
|
|
|
|
|
75.3
|
|
|
|
||||||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Govt. Securities
|
|
162.2
|
|
|
162.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Fixed Income
|
|
974.7
|
|
|
|
|
974.7
|
|
|
|
|
248.5
|
|
|
|
|
248.5
|
|
|
|
||||||||||||
Insurance Contracts
|
|
|
|
|
|
|
|
|
|
|
|
120.6
|
|
|
|
|
|
|
120.6
|
|
||||||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
272.8
|
|
|
|
|
272.8
|
|
|
|
||||||||||||||
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real Estate Investment Trusts
|
|
170.7
|
|
|
170.7
|
|
|
|
|
|
|
0.7
|
|
|
0.7
|
|
|
|
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
|
0.8
|
|
|
0.3
|
|
|
0.5
|
|
|
|
|
7.0
|
|
|
|
|
7.0
|
|
|
|
|||||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
112.6
|
|
|
|
|
112.6
|
|
|
|
||||||||||||||
Pooled Funds
|
|
263.1
|
|
|
|
|
263.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
1.9
|
|
|
1.9
|
|
|
|
|
|
|
27.4
|
|
|
27.4
|
|
|
|
|
|
||||||||||||
Receivables
|
|
77.1
|
|
|
77.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Payables
|
|
(139.9
|
)
|
|
(139.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total plan assets in fair value hierarchy
|
|
$
|
3,608.9
|
|
|
$
|
1,952.9
|
|
|
$
|
1,656.0
|
|
|
$
|
—
|
|
|
$
|
865.5
|
|
|
$
|
28.7
|
|
|
$
|
716.2
|
|
|
$
|
120.6
|
|
Plan assets measured using NAV as a practical expedient
(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
|
$
|
—
|
|
|
|
|
|
|
|
|
$
|
880.8
|
|
|
|
|
|
|
|
||||||||||||
Debt
|
|
—
|
|
|
|
|
|
|
|
|
632.6
|
|
|
|
|
|
|
|
||||||||||||||
Other
|
|
105.3
|
|
|
|
|
|
|
|
|
76.1
|
|
|
|
|
|
|
|
||||||||||||||
Private Real Estate
|
|
37.6
|
|
|
|
|
|
|
|
|
41.8
|
|
|
|
|
|
|
|
||||||||||||||
Private Equity
|
|
7.6
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||||||||||
Total pension plan assets
|
|
$
|
3,759.4
|
|
|
|
|
|
|
|
|
$
|
2,496.8
|
|
|
|
|
|
|
|
||||||||||||
Other postretirement plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Insurance Contracts
|
|
$
|
7.7
|
|
|
|
|
|
|
$
|
7.7
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
2016
|
|
Realized
gains
(losses)
|
|
Purchases
or
acquisitions
|
|
Sales
or
dispositions
|
|
Currency and unrealized gains (losses) relating to instruments still held at December 31, 2016
|
|
December 31,
2016
|
||||||||||||
U.S. plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other postretirement plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance Contracts
|
|
$
|
7.7
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
International pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance Contracts
|
|
$
|
120.6
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
(11.0
|
)
|
|
$
|
1.9
|
|
|
$
|
116.2
|
|
|
|
January 1,
2015
|
|
Realized
gains
(losses)
|
|
Purchases
or
acquisitions
|
|
Sales
or
dispositions
|
|
Currency and unrealized gains (losses) relating to instruments still held at December 31, 2015
|
|
December 31,
2015
|
||||||||||||
U.S. plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pension plan
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance Contracts
|
|
$
|
17.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(16.6
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
Other postretirement plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance Contracts
|
|
$
|
7.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
International pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance Contracts
|
|
$
|
135.5
|
|
|
$
|
—
|
|
|
$
|
9.4
|
|
|
$
|
(10.9
|
)
|
|
$
|
(13.4
|
)
|
|
$
|
120.6
|
|
|
|
2016
|
|
2015
|
|
|
|
|
||||||||||||
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period Range
|
||||||||
U.S. plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Daily
|
|
5 days
|
Other
|
|
104.6
|
|
|
—
|
|
|
105.3
|
|
|
—
|
|
|
Monthly
|
|
5 days
|
||||
Private Real Estate
(1)
|
|
40.5
|
|
|
—
|
|
|
37.6
|
|
|
—
|
|
|
Quarterly
|
|
60 days
|
||||
Private Equity
(2)
|
|
1.1
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
|
|
|
||||
Total
|
|
$
|
164.8
|
|
|
$
|
—
|
|
|
$
|
150.5
|
|
|
$
|
—
|
|
|
|
|
|
International pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commingled Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
$
|
726.7
|
|
|
$
|
—
|
|
|
$
|
880.8
|
|
|
$
|
—
|
|
|
Weekly, Monthly
|
|
Up to 90 days
|
Debt
|
|
640.0
|
|
|
—
|
|
|
632.6
|
|
|
—
|
|
|
Weekly, Biweekly, Bimonthly, Monthly
|
|
Up to 90 days
|
||||
Other
|
|
25.8
|
|
|
—
|
|
|
76.1
|
|
|
—
|
|
|
Monthly, Quarterly
|
|
Up to 90 days
|
||||
Private Real Estate
|
|
41.7
|
|
|
—
|
|
|
41.8
|
|
|
—
|
|
|
Monthly, Quarterly
|
|
Up to 90 days
|
||||
Total
|
|
$
|
1,434.2
|
|
|
$
|
—
|
|
|
$
|
1,631.3
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Total
|
|
|
Translation
Adjustments
|
|
|
Postretirement
Plans
|
|
|||
Balance at December 31, 2013
|
|
$
|
(3,333.4
|
)
|
|
$
|
(676.8
|
)
|
|
$
|
(2,656.6
|
)
|
Other comprehensive income before reclassifications
|
|
(638.8
|
)
|
|
(61.0
|
)
|
|
(577.8
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(141.2
|
)
|
|
—
|
|
|
(141.2
|
)
|
|||
Current period other comprehensive income
|
|
(780.0
|
)
|
|
(61.0
|
)
|
|
(719.0
|
)
|
|||
Balance at December 31, 2014
|
|
(4,113.4
|
)
|
|
(737.8
|
)
|
|
(3,375.6
|
)
|
|||
Other comprehensive income before reclassifications
|
|
346.2
|
|
|
(96.0
|
)
|
|
442.2
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(178.1
|
)
|
|
—
|
|
|
(178.1
|
)
|
|||
Current period other comprehensive income
|
|
168.1
|
|
|
(96.0
|
)
|
|
264.1
|
|
|||
Balance at December 31, 2015
|
|
(3,945.3
|
)
|
|
(833.8
|
)
|
|
(3,111.5
|
)
|
|||
Other comprehensive income before reclassifications
|
|
(64.9
|
)
|
|
(93.3
|
)
|
|
28.4
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(142.6
|
)
|
|
—
|
|
|
(142.6
|
)
|
|||
Current period other comprehensive income
|
|
(207.5
|
)
|
|
(93.3
|
)
|
|
(114.2
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
(4,152.8
|
)
|
|
$
|
(927.1
|
)
|
|
$
|
(3,225.7
|
)
|
Year ended December 31,
|
|
2016
|
|
|
2015
|
|
||
Amortization of prior service cost*
|
|
$
|
5.6
|
|
|
$
|
3.1
|
|
Amortization of actuarial losses*
|
|
(155.2
|
)
|
|
(189.7
|
)
|
||
Curtailment gain*
|
|
2.0
|
|
|
—
|
|
||
Total before tax
|
|
(147.6
|
)
|
|
(186.6
|
)
|
||
Income tax benefit
|
|
5.0
|
|
|
8.5
|
|
||
Net of tax
|
|
$
|
(142.6
|
)
|
|
$
|
(178.1
|
)
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Treasury
Stock
|
|
Balance at December 31, 2013
|
|
2.6
|
|
|
45.1
|
|
|
1.1
|
|
Common stock repurchases
|
|
—
|
|
|
—
|
|
|
1.6
|
|
Stock-based compensation
|
|
—
|
|
|
0.4
|
|
|
—
|
|
Preferred stock conversion
|
|
(2.6
|
)
|
|
6.9
|
|
|
—
|
|
Balance at December 31, 2014
|
|
—
|
|
|
52.4
|
|
|
2.7
|
|
Stock-based compensation
|
|
—
|
|
|
0.2
|
|
|
—
|
|
Balance at December 31, 2015
|
|
—
|
|
|
52.6
|
|
|
2.7
|
|
Stock-based compensation
|
|
—
|
|
|
0.2
|
|
|
—
|
|
Balance at December 31, 2016
|
|
—
|
|
|
52.8
|
|
|
2.7
|
|
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
Year
|
|
|||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
|
$
|
666.8
|
|
|
$
|
748.9
|
|
|
$
|
683.3
|
|
|
$
|
721.7
|
|
|
$
|
2,820.7
|
|
||
Gross profit
|
|
98.5
|
|
|
178.3
|
|
|
121.6
|
|
|
160.2
|
|
|
558.6
|
|
|||||||
Income (loss) before income taxes
|
|
(33.2
|
)
|
|
44.3
|
|
|
(15.2
|
)
|
|
24.6
|
|
|
20.5
|
|
|||||||
Net income (loss) attributable to Unisys Corporation common shareholders
|
|
(39.9
|
)
|
|
21.6
|
|
|
(28.2
|
)
|
|
(1.2
|
)
|
|
(47.7
|
)
|
|||||||
Earnings (loss) per common share attributable to Unisys Corporation
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
(0.80
|
)
|
|
0.43
|
|
|
(0.56
|
)
|
|
(0.02
|
)
|
|
(0.95
|
)
|
|||||||
Diluted
|
|
(0.80
|
)
|
|
0.36
|
|
|
(0.56
|
)
|
|
(0.02
|
)
|
|
(0.95
|
)
|
|||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
|
$
|
721.2
|
|
|
$
|
764.8
|
|
|
$
|
739.2
|
|
|
$
|
789.9
|
|
|
$
|
3,015.1
|
|
||
Gross profit
|
|
117.0
|
|
|
124.3
|
|
|
140.6
|
|
|
159.0
|
|
|
540.9
|
|
|||||||
Income (loss) before income taxes
|
|
(27.7
|
)
|
|
(50.8
|
)
|
|
7.3
|
|
|
12.4
|
|
|
(58.8
|
)
|
|||||||
Net income (loss) attributable to Unisys Corporation common shareholders
|
|
(43.2
|
)
|
|
(58.2
|
)
|
|
(9.6
|
)
|
|
1.1
|
|
|
(109.9
|
)
|
|||||||
Earnings (loss) per common share attributable to Unisys Corporation
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
(0.87
|
)
|
|
(1.17
|
)
|
|
(0.19
|
)
|
|
0.02
|
|
|
(2.20
|
)
|
|||||||
Diluted
|
|
|
|
(0.87
|
)
|
|
(1.17
|
)
|
|
(0.19
|
)
|
|
0.02
|
|
|
(2.20
|
)
|
•
|
Information regarding our directors is set forth under the heading “Nominees for Election to the Board of Directors”.
|
•
|
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."
|
•
|
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”.
|
•
|
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”.
|
Exhibit
Number
|
Description
|
|
|
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 to 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
|
By-Laws of Unisys Corporation, as amended through April 30, 2015 (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2015)
|
|
|
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
|
Senior Indenture, dated as of June 1, 2012, between Unisys Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-181874))
|
|
|
4.3
|
First Supplemental Indenture, dated as of August 21, 2012, between Unisys Corporation and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), to the Senior Indenture, dated as of June 1, 2012, between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 22, 2012)
|
|
|
4.4
|
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)
|
|
|
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)
|
|
|
101.INSXBRL
|
Instance Document
|
|
|
101.SCHXBRL
|
Taxonomy Extension Schema Document
|
|
|
101.CALXBRL
|
Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LABXBRL
|
Taxonomy Extension Labels Linkbase Document
|
|
|
101.PREXBRL
|
Taxonomy Extension Presentation Linkbase Document
|
|
|
101.DEFXBRL
|
Taxonomy Extension Definition Linkbase Document
|
|
UNISYS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Peter A. Altabef
|
|
|
Peter A. Altabef
|
|
|
President and Chief Executive Officer
|
Date: February 21, 2017
|
|
|
Description
|
|
Balance at
Beginning
of Period
|
|
Additions
Charged to
Costs and
Expenses
|
|
Deductions (1)
|
|
Balance at
End of
Period
|
||||||||
Allowance for doubtful accounts (deducted from accounts and notes receivable):
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2014
|
|
$
|
28.3
|
|
|
$
|
2.7
|
|
|
$
|
(0.9
|
)
|
|
$
|
30.1
|
|
Year Ended December 31, 2015
|
|
$
|
30.1
|
|
|
$
|
3.0
|
|
|
$
|
(12.0
|
)
|
|
$
|
21.1
|
|
Year Ended December 31, 2016
|
|
$
|
21.1
|
|
|
$
|
2.2
|
|
|
$
|
(0.5
|
)
|
|
$
|
22.8
|
|
(1)
|
Includes write-off of bad debts less recoveries, reclassifications from other current liabilities and foreign currency translation adjustments.
|
|
|
|
|
|
Dated: 14 October 2016
|
|
/s/ Andrew J. Stafford
|
||
|
|
Andrew J. Stafford
|
||
|
|
|||
|
UNISYS EUROPE LIMITED
|
|||
|
|
|
||
Dated: 11 October 2016
|
|
By:
|
|
Martin Godfrey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f)
|
“
Good Reason
” means:
|
1.
|
Termination
|
(a)
|
Your employment with the Company will come to an end on [DATE] (the “
Termination Date
”) when all your entitlements in connection with your employment, whether or not under the Contract of Employment between you and the Company dated as of March 25, 2016 (as may be amended from time to time, the “
Employment Agreement
”), will cease.
|
(b)
|
Until the Termination Date, you will continue to be employed by the Company on your current terms.
|
(c)
|
Until the Termination Date:
|
(i)
|
you will not attend for work, involve yourself or be involved in the business carried on by the Company unless you are specifically requested by a director of the Company to do so. You should therefore be available in case you are needed, except when you are on holiday;
|
(ii)
|
your holiday should be approved in the usual way. You will be paid a sum of £[INSERT AMOUNT] in respect of your [INSERT NUMBER OF DAYS] days’ accrued but unused holiday entitlement as at the Termination Date. Payment of such amount will be included in your final salary payment less such deductions as the Company acknowledges that it is required by law to make; and
|
(iii)
|
the parties will comply with the terms of this agreement whether express or implied (except
|
(iv)
|
the parties will comply with the terms of the Employment Agreement whether express or implied (except as expressly varied by this Settlement Agreement) and your employment will not be terminated by either party other than in circumstances justifying its lawful termination without notice. So long as you comply with the terms of this paragraph, you will continue to receive your salary and other contractual benefits, as amended by this Settlement Agreement. If your employment is lawfully terminated by the Company, then you will cease to have any entitlements under this Settlement Agreement to any payment or benefits but this Settlement Agreement will otherwise remain in force.
|
2.
|
Pre-condition(s)
|
3.
|
Severance Payment
|
(a)
|
The Company will pay you (without admission of liability) by way of compensation for the termination of your employment and in respect of any Statutory Claim (as defined in paragraph 11(d) (
Full and final settlement
)) that you may have a severance payment of £<insert amount> (the “
Severance Payment
”) in accordance with the terms and conditions set forth in the letter agreement dated as of _________, 2016 between you and the Company (the “
Severance Agreement
”).
|
(b)
|
The net Severance Payment, less any sums due from you to any member of the Group, will be paid to you in accordance with the terms of the Severance Agreement, provided that:
|
(i)
|
the Company has received a duly signed copy of this Settlement Agreement;
|
(ii)
|
the Company has received a duly completed certificate attached at Schedule 1 (
Certificate of Adviser
);
|
(iii)
|
the conditions in paragraph 2 (
Pre-condition(s)
) of this Settlement Agreement have been satisfied;
|
(iv)
|
you have complied and will continue to comply with the terms of this Settlement Agreement; and
|
(v)
|
you have complied with the warranty in paragraph 11(a) (
Warranties
) of this Settlement Agreement,
|
(c)
|
If any of the Payment Conditions have not been satisfied as at the due date for any payment under paragraph 3 of this Settlement Agreement, your entitlement to such payment will lapse. Without prejudice to any other rights which the Company may have, if any of the Payment Conditions have not been satisfied either before or after the Termination Date, the Company will be entitled to recover in full all sums paid, and the value of benefits provided to you, under this Settlement Agreement, from you immediately, but this Settlement Agreement will otherwise remain in force.
|
4.
|
Legal costs
|
(a)
|
the Payment Conditions have been satisfied; and
|
(b)
|
the Company has received a copy of an account from [INSERT FIRM’S NAME] addressed to you (but marked payable by the Company).
|
5.
|
Tax and national insurance
|
6.
|
Future conduct
|
7.
|
Restrictions
|
8.
|
Statements
|
(a)
|
you will not make or publish any adverse, untrue or misleading statement or comment about the Group or its officers and employees and that you will not represent yourself as continuing to be employed by or connected with any member of the Group after the Termination Date; and
|
(b)
|
the directors of the Company will not make or authorise the making of any adverse, untrue or misleading statement or comment about you, subject always, in relation to adverse comments, to the Company’s legal obligations to third parties.
|
9.
|
Secrecy
|
(a)
|
In consideration of the promises contained in this paragraph,
the Company and you agree that the terms of this Settlement Agreement are strictly confidential and will not be disclosed, communicated or otherwise made public:
|
(i)
|
by you, except for the purpose of taking professional advice in connection with this Settlement Agreement or if you are required by law to do so. In particular you agree not to disclose the terms of this Settlement Agreement to any employee of the Group; and
|
(ii)
|
by the Company, except for the purpose of taking professional advice in connection with this Settlement Agreement or if required by law to do so or in connection with the proper performance of the Group’s business.
|
(b)
|
You will procure that your Adviser will maintain the confidentiality of all aspects of this Settlement Agreement and will not discuss, disclose or otherwise make use of the information contained in this Settlement Agreement to any third party including any future clients of the Adviser.
|
(c)
|
You acknowledge that any breach by you (or your Adviser) of this paragraph 9 will be a material breach of the Payment Conditions.
|
10.
|
Warranties
|
(a)
|
you have not committed any material breach of the terms of your employment, such that the Company would be entitled to dismiss you summarily and without compensation; and
|
(b)
|
you are not aware of any claims or causes of action against any member of the Group by any third party of which the Company is not aware.
|
11.
|
Full and final settlement
|
(a)
|
Subject to paragraph 11(c) below, you accept the terms of this Settlement Agreement in full and final settlement of all (if any) claims of any nature which you have or may have against the Company and any other member of the Group and their respective directors, officers and employees arising out of or in connection with your employment and its termination, any Statutory Claim as defined in paragraph 11(e) below, or any other matter whether such claims arise under English or European law or any other jurisdiction outside England (including without limitation any claim arising under the federal laws of the United States or the law of state or local jurisdiction thereof), including any claim for injury to feelings or personal injury. We both acknowledge that it is our express intention, when entering into this Settlement Agreement, that it covers all such claims, whether known or unknown to one or other or neither or both of us, and whether or not the factual or legal basis for the claim is known or could have been known to one or other or neither or both of us. Furthermore you acknowledge that you have taken independent legal advice from [NAME OF LEGAL ADVISER] of [NAME OF FIRM] (your “
Adviser
”) on the terms and effect of this Settlement Agreement, that you will be entering into it voluntarily, without reservation and with the intention that it will be binding on you as a settlement agreement or otherwise and that the conditions regarding settlement agreements and compromise agreements under s203 Employment Rights Act 1996, s77 Sex Discrimination Act 1975, s72 Race Relations Act 1976, Paragraph 2(2), Schedule 3A Disability Discrimination Act 1995, Regulation 35 Working Time Regulations 1998, s288 Trade Union and Labour Relations (Consolidation) Act 1992, Regulation 9 Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Regulation 41 Transnational Information and Consultation of Employees Regulations 1999, Paragraph 2(2), Schedule 4 Employment Equality (Religion or Belief) Regulations 2003, Paragraph 2(2), Schedule 4 Employment Equality (Sexual Orientation) Regulations 2003, Regulation 40 Information
|
(b)
|
This Settlement Agreement also covers all claims for wrongful termination, constructive discharge, termination in violation of public policy, claims for compensation or any other monies allegedly due to you from Company, claims for severance pay or benefits, claims for breach of express or implied contract, any tort of any nature, claims for discrimination or harassment based on age, sex, race, religion, pregnancy, marital status, national origin, sexual orientation, and/or disability arising under federal, state, local, or common law, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (“ADEA”), the Civil Rights Act of 1991, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Americans with Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act and/or all state and local human or civil rights statutes.
|
(c)
|
Paragraphs 11(a) and (b) above will not apply to:
|
(i)
|
your accrued entitlements and options under the Company’s pension scheme as at the Termination Date; and
|
(ii)
|
any claim for personal injury (other than any claim for injury to feelings or personal injury which may be made in any Employment Tribunal) that you are not aware of as at the date of signing this Settlement Agreement and which arises out of any failure by the Company or any other member of the Group to comply with its obligations under current health and safety legislation.
|
(d)
|
In signing this Settlement Agreement you are representing and warranting that:
|
(i)
|
you have instructed your Adviser to advise you whether you have or may have any Statutory Claim (as defined in paragraph 11(e) below) against the Company or any other member of the Group or their respective directors, officers and employees arising out of or in connection with your employment and its termination;
|
(ii)
|
you have provided your Adviser with whatever information is in your possession which your Adviser requires to advise you whether you have or may have any such Statutory Claim;
|
(iii)
|
your only Statutory Claims or particular complaints are for [INSERT CLAIMS]
[
adviser to insert further claims, if any
];
|
(iv)
|
your Adviser has advised you that, on the basis of the information available to your Adviser, you have no other Statutory Claim against the Company or any other member of the Group or their respective directors, officers and employees;
|
(v)
|
as at the date of signing this Settlement Agreement, you are not aware of any facts or circumstances that could give rise to any claim for personal injury; and
|
(vi)
|
your Adviser is a relevant independent Adviser for the purposes of each statute or statutory instrument in the Employment Legislation and an independent Adviser for the purposes of s147 of the Equality Act 2010.
|
(e)
|
A “
Statutory Claim
” means any claim for or relating to unfair dismissal, a redundancy payment, equal pay, sex, race or disability discrimination, discrimination on the grounds of age, religion, belief or sexual orientation or any protected characteristic under the Equality Act 2010, working time, unauthorised deduction from wages or any claim for the infringement of any other statutory employment rights which you may have under the Employment Rights Act 1996, the Equal Pay Act 1970, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Trade Union and Labour Relations (Consolidation) Act 1992, the Disability Discrimination Act 1995, the Human Rights Act 1998, the Working Time Regulations 1998, the National Minimum Wage Act 1998, the Employment Relations Act 1999, Part VII Transnational Information and Consultation of Employees Regulations 1999, the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Sexual Orientation) Regulations 2003, Part VIII Information and Consultation of Employees Regulations 2004, the Employment Equality (Age) Regulations 2006, the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, the Equality Act 2010 or, in relation to all such matters, any claims under related European law or legislation.
|
(f)
|
You acknowledge that the Company and the Group are relying on paragraphs 11(a) and 11(b) above in deciding to enter into this Settlement Agreement. If you breach either of these paragraphs and a judgment or order is made against any member of the Group, you acknowledge that it will have a claim against you for damages of not less than the judgment or order.
|
12.
|
Entire agreement
|
13.
|
Applicable law
|
1.
|
I am a relevant independent adviser as defined in each statute or statutory instrument in the Employment Legislation, as defined in paragraph 11(a) (
Full and Final Settlement
) and an independent adviser as defined in s147 of the Equality Act 2010.
|
2.
|
I have advised Andrew J. Stafford (“
my Client
”) on the terms and effect of the Settlement Agreement dated [Date]
between Unisys Europe Limited (the “
Company
”) and my Client and, in particular, its effect on my Client’s ability to pursue my Client’s rights before an Employment Tribunal, including the matters set out in the paragraph of the Settlement Agreement headed “Full and final settlement”.
|
3.
|
I am not acting (and have not acted) in relation to this matter for the Company or any associated employer.
|
4.
|
There is in force a contract of insurance or an indemnity provided for members of a profession or professional body covering the risk of a claim by my Client in respect of loss arising in consequence of the advice I have given.
|
5.
|
I confirm that paragraphs 11(d) (i), (iii), (iv) and (vi) (
Full and final settlement
) of the Settlement Agreement are accurate.
|
1.
|
Effective December 30, 2016, Article I of the Plan is hereby amended by adding the following provision to the end thereof to read, in its entirety, as follows:
|
2.
|
Section 2.17 of the Plan is hereby amended in its entirety to read as follows:
|
3.
|
Section 4.01(a)(2) of the Plan is hereby amended in its entirety to read as follows:
|
4.
|
Section 10.06(a) (formerly Section 10.07(a)) of the Plan is hereby amended in its entirety to read as follows:
|
5.
|
In all respects not amended, the Plan is hereby ratified and affirmed.
|
|
|
Years Ended December 31
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
27.4
|
|
|
$
|
11.9
|
|
|
$
|
9.2
|
|
|
$
|
9.9
|
|
|
$
|
27.5
|
|
Interest capitalized during the period
|
|
3.0
|
|
|
3.1
|
|
|
4.0
|
|
|
3.2
|
|
|
5.3
|
|
|||||
Amortization of revolving credit facility expenses
|
|
0.4
|
|
|
1.5
|
|
|
1.6
|
|
|
1.6
|
|
|
1.7
|
|
|||||
Portion of rental expense representative of interest
|
|
25.8
|
|
|
26.9
|
|
|
27.9
|
|
|
28.4
|
|
|
28.2
|
|
|||||
Total Fixed Charges
|
|
56.6
|
|
|
43.4
|
|
|
42.7
|
|
|
43.1
|
|
|
62.7
|
|
|||||
Preferred stock dividend requirements (a)
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
16.2
|
|
|
16.2
|
|
|||||
Total fixed charges and preferred stock dividends
|
|
56.6
|
|
|
43.4
|
|
|
45.4
|
|
|
59.3
|
|
|
78.9
|
|
|||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
20.5
|
|
|
(58.8
|
)
|
|
145.5
|
|
|
219.4
|
|
|
254.1
|
|
|||||
Add amortization of capitalized interest
|
|
3.1
|
|
|
3.7
|
|
|
4.5
|
|
|
5.0
|
|
|
7.5
|
|
|||||
Subtotal
|
|
23.6
|
|
|
(55.1
|
)
|
|
150.0
|
|
|
224.4
|
|
|
261.6
|
|
|||||
Fixed charges per above
|
|
56.6
|
|
|
43.4
|
|
|
42.7
|
|
|
43.1
|
|
|
62.7
|
|
|||||
Less interest capitalized during the period
|
|
(3.0
|
)
|
|
(3.1
|
)
|
|
(4.0
|
)
|
|
(3.2
|
)
|
|
(5.3
|
)
|
|||||
Total earnings
|
|
$
|
77.2
|
|
|
$
|
(14.8
|
)
|
|
$
|
188.7
|
|
|
$
|
264.3
|
|
|
$
|
319.0
|
|
Ratio of earnings to fixed charges
|
|
1.36
|
|
|
*
|
|
|
4.42
|
|
|
6.13
|
|
|
5.09
|
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends (b)
|
|
1.36
|
|
|
N/A
|
|
|
4.16
|
|
|
4.46
|
|
|
4.04
|
|
(a)
|
Amounts have not been grossed up for income taxes since the preferred stock was issued by the U.S. parent corporation which has a full valuation allowance against its net deferred tax assets.
|
(b)
|
The ratio of earnings to fixed charges and preferred stock dividends is calculated by dividing total earnings by total fixed charges and preferred stock dividends.
|
*
|
Earnings for the year ended December 31, 2015 were inadequate to cover fixed charges by $58.2 million.
|
Name of Company
|
|
State or Other Jurisdiction Under the Laws of Which Organized
|
Unisys Limited
|
|
United Kingdom
|
Intelligent Processing Solutions Limited
|
|
United Kingdom
|
Unisys Nederland N.V.
|
|
Netherlands
|
|
|
|
/s/ Peter A. Altabef
|
|
/s/ Philippe Germond
|
Peter A. Altabef
|
|
Philippe Germond
|
President and Chief Executive Officer; Director
|
|
Director
|
|
|
|
/s/ Jared L. Cohon
|
|
/s/ Leslie F. Kenne
|
Jared L. Cohon
|
|
Leslie F. Kenne
|
Director
|
|
Director
|
|
|
|
/s/ Alison Davis
|
|
/s/ Lee D. Roberts
|
Alison Davis
|
|
Lee D. Roberts
|
Director
|
|
Director
|
|
|
|
/s/ Nathaniel A. Davis
|
|
/s/ Paul E. Weaver
|
Nathaniel A. Davis
|
|
Paul E. Weaver
|
Director
|
|
Chairman of Board
|
|
|
|
/s/ Denise K. Fletcher
|
|
|
Denise K. Fletcher
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ Peter A. Altabef
|
|
Name:
|
Peter A. Altabef
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ Inder M. Singh
|
|
Name:
|
Inder M. Singh
|
|
Title:
|
Senior Vice President and
Chief Financial Officer
|
/s/ Peter A. Altabef
|
Peter A. Altabef
|
President and Chief Executive Officer
|
|
/s/ Inder M. Singh
|
Inder M. Singh
|
Senior Vice President and
|
Chief Financial Officer
|