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This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report.
Overview
For the three months ended June 30, 2026, the company reported net loss attributable to Unisys Corporation of $95.3 million, or $1.31 per diluted share, compared with a loss of $20.1 million, or $0.28 per diluted share, for the three months ended June 30, 2025.
For the six months ended June 30, 2026, the company reported net loss attributable to Unisys Corporation of $131.1 million, or $1.81 per diluted share, compared with a loss of $49.6 million, or $0.70 per diluted share, for the six months ended June 30, 2025.
For the three and six months ended June 30, 2026, the net loss attributable to Unisys Corporation included a goodwill impairment charge of $47.2 million related to the Digital Workplace Solutions (DWS) reportable segment.
Results of operations
Company results
Three months ended June 30, 2026 compared with the three months ended June 30, 2025
Revenue for the three months ended June 30, 2026 was $473.5 million compared with $483.3 million for the three months ended June 30, 2025, a decrease of 2.0% from the prior-year period. The decrease was primarily driven by the timing of ClearPath license renewals. Foreign currency fluctuations had a 3 percentage-point positive impact on revenue in the current period compared with the prior-year period.
Effective in the second quarter of 2026, the company updated the naming conventions used to describe certain solution groupings to better reflect the nature of its offerings. The company renamed License and Support to ClearPath® and Excluding License and Support to Technology Solutions & Services (TS&S). These changes did not impact the company’s reportable segments, the recognition or measurement of revenue and expenses or the consolidated financial statements. As such, previously reported financial information has not been adjusted.
ClearPath represents software license and related support services, primarily ClearPath ForwardTM, within the company's Enterprise Computing Solutions (ECS) segment. Software license renewals tend to be significant and impactful to revenue and gross profit based on timing, which can fluctuate considerably from quarter to quarter. For the three months ended June 30, 2026, ClearPath revenue was $69.7 million compared to $87.6 million for the three months ended June 30, 2025, a decrease of 20.4%. The decrease was primarily driven by the timing of ClearPath license renewals. Foreign currency fluctuations had a 2 percentage-point positive impact on revenue in the current period compared with the prior-year period.
TS&S measures include the revenue, gross profit and gross profit margin of the company’s DWS segment, Cloud, Applications & Infrastructure Solutions (CA&I) segment and ECS segment, excluding ClearPath software license and support services. TS&S revenue for the three months ended June 30, 2026 was $403.8 million compared with $395.7 million for the three months ended June 30, 2025, an increase of 2.0%. Foreign currency fluctuations had a 3 percentage-point positive impact on revenue in the current period compared with the prior-year period.
During the three months ended June 30, 2026, the company recognized net cost-reduction charges related to workforce reductions of $4.1 million, compared with net charges of $1.5 million for the three months ended June 30, 2025. Additionally, during the three months ended June 30, 2026, the company recorded lease abandonment charges and other costs related to cost-reduction efforts of $2.0 million. During the three months ended June 30, 2025, the company recorded an asset write-off and other costs related to cost reduction charges of $3.3 million. See Note 3 of the Notes to Consolidated Financial Statements for details of the cost reductions actions.
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The charges (credits) related to cost reduction actions were recorded in the following statement of income (loss) classifications:
Three Months Ended June 30,
(In millions) 2026 2025
Cost of revenue $ 3.1 $ 5.6
Selling, general and administrative 2.7 (0.9)
Research and development 0.3 0.1
Total $ 6.1 $ 4.8
Gross profit and gross profit margin were $117.3 million and 24.8% in the three months ended June 30, 2026, respectively, compared with $130.0 million and 26.9% for the three months ended June 30, 2025, respectively. The decreases were primarily driven by the timing of ClearPath license renewals.
TS&S profit and gross profit margin for the three months ended June 30, 2026 were $77.8 million and 19.3%, respectively, compared with $69.7 million and 17.6% for the three months ended June 30, 2025, respectively. The increases were primarily driven by delivery improvement and labor cost savings initiatives, partially offset by lower-margins generated by DWS during the current period.
Additionally, during the three months ended June 30, 2026, gross profit margin and TS&S gross profit margin benefited by 50 and 60 basis points, respectively, from a first quarter transaction within the company’s United Kingdom business process outsourcing consolidated joint venture. This transaction is expected to generate gross margin benefit of approximately $3 million quarterly and $12 million for the full 2026 year.
Selling, general and administrative expense in the three months ended June 30, 2026 was $95.7 million (20.2% of revenue) compared with $93.6 million (19.4% of revenue) for the three months ended June 30, 2025. The increase was primarily attributable to higher cost reduction charges.
Research and development expense for the three months ended June 30, 2026 and 2025 was $5.8 million and $6.1 million, respectively.
For the three months ended June 30, 2026, the company reported an operating loss of $32.9 million compared with an operating profit of $30.3 million in the three months ended June 30, 2025. For the three months ended June 30, 2026, the operating loss included a goodwill impairment of $47.2 million related to the DWS reportable segment (see Note 12 of the Notes to Consolidated Financial Statements for details on the goodwill impairment).
Interest expense for the three months ended June 30, 2026 and 2025 was $18.3 million and $8.2 million, respectively. The increase was primarily due to increased long-term debt balance and higher interest rate following the issuance of $700.0 million aggregate principal amount of 10.625% Senior Secured Notes due 2031 (the 2031 Notes) in June 2025.
Other (expense), net was expense of $28.6 million for the three months ended June 30, 2026, compared with expense of $22.1 million for the three months ended June 30, 2025. The increase in other (expense), net was primarily driven by higher pension and postretirement expense. See Note 6 of the Notes to Consolidated Financial Statements for details of other (expense), net.
The loss before income taxes for the three months ended June 30, 2026 was $79.8 million, which included a goodwill impairment charge of $47.2 million related to the DWS reportable segment. The company had no income or loss before income taxes for the three months ended June 30, 2025.
The provision for income taxes was $15.8 million for the three months ended June 30, 2026, compared with a provision of $20.0 million for the three months ended June 30, 2025. The change in the tax provision was primarily driven by the geographic distribution of income. The effective tax rate for the three months ended June 30, 2026 was (19.8)% primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S., and jurisdictions with no valuation allowance that are subject to tax. The effective tax rate for the three months ended June 30, 2025 is not a meaningful measure due to the lack of pre-tax income or loss.
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The company evaluates quarterly the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting such amount, if necessary. The company records a tax provision or benefit for those international subsidiaries that do not have a full valuation allowance against their deferred tax assets. Any profit or loss recorded for the company’s U.S. operations will have no provision or benefit associated with it due to the company’s valuation allowance, except with respect to refundable tax credits and withholding taxes not creditable against future taxable income. As a result, the company’s provision or benefit for taxes may vary significantly period to period depending on the geographic distribution of income.
The realization of the company’s net deferred tax assets is primarily dependent on the ability to generate sustained taxable income in various jurisdictions. Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, strategic operational and tax initiatives, legislative, and other economic factors and developments.
Net loss attributable to Unisys Corporation for the three months ended June 30, 2026 was $95.3 million, or $1.31 per diluted share, compared with a net loss of $20.1 million, or $0.28 per diluted share, for the three months ended June 30, 2025. The net loss for the three months ended June 30, 2026 included a goodwill impairment charge of $47.2 million related to the DWS reportable segment.
Six months ended June 30, 2026 compared with the six months ended June 30, 2025
Revenue for the six months ended June 30, 2026 was $911.1 million compared with $915.4 million for the six months ended June 30, 2025, a decrease of 0.5% from the prior-year period. Foreign currency fluctuations had a 4 percentage-point positive impact on revenue in the current period compared with the prior-year period.
For the six months ended June 30, 2026, ClearPath revenue was $135.2 million compared to $158.7 million for the six months ended June 30, 2025, a decrease of 14.8%. The decrease was primarily driven by the timing of ClearPath license renewals. Foreign currency fluctuations had a 3 percentage-point positive impact on revenue in the current period compared with the prior-year period.
TS&S revenue for the six months ended June 30, 2026 was $775.9 million compared with $756.7 million for the six months ended June 30, 2025, an increase of 2.5%. Foreign currency fluctuations had a 5 percentage-point positive impact on revenue in the current period compared with the prior-year period.
During the six months ended June 30, 2026, the company recognized net cost-reduction charges related to workforce reductions of $4.8 million, compared with net charges of $1.2 million for the six months ended June 30, 2025. Additionally, during the six months ended June 30, 2026, the company recorded lease abandonment charges and other costs relating to cost reduction efforts of $2.8 million. During the six months ended June 30, 2025, the company recorded an asset write-off and other costs related to cost reduction charges of $3.5 million. See Note 3 of the Notes to Consolidated Financial Statements for details of the cost reductions actions.
The charges (credits) were recorded in the following statement of income (loss) classifications:
Six Months Ended June 30,
(In millions) 2026 2025
Cost of revenue $ 2.8 $ 5.1
Selling, general and administrative 4.9 (0.4)
Research and development (0.1) —
Total $ 7.6 $ 4.7
Gross profit and gross profit margin were $229.8 million and 25.2% in the six months ended June 30, 2026, respectively, compared with $237.5 million and 25.9% in the six months ended June 30, 2025, respectively.
TS&S gross profit and gross profit margin for the six months ended June 30, 2026 were $150.5 million and 19.4%, respectively, compared with $133.9 million and 17.7% for the six months ended June 30, 2025, respectively. The increases were primarily driven by delivery improvement and labor cost savings initiatives.
During the six months ended June 30, 2026, gross profit margin and TS&S gross profit margin benefited by 50 and 60 basis points, respectively, from a first quarter transaction within the company’s United Kingdom business process outsourcing consolidated joint venture.
Selling, general and administrative expense in the six months ended June 30, 2026 was $187.2 million (20.5% of revenue) compared with $190.4 million (20.8% of revenue) in the prior-year period. The decrease was primarily driven by a reduction in compensation expense of $8.0 million, partially offset by higher cost reduction charges of $5.3 million.
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Research and development expense for the six months ended June 30, 2026 and 2025 was $10.6 million and $11.7 million, respectively.
For the six months ended June 30, 2026, the company reported an operating loss of $16.7 million compared with an operating profit of $35.4 million for the prior-year period. For the six months ended June 30, 2026, the operating loss included a goodwill impairment of $47.2 million related to the DWS reportable segment (see Note 12 of the Notes to Consolidated Financial Statements for details on the goodwill impairment).
Interest expense for the six months ended June 30, 2026 was $36.8 million compared with $16.4 million for the six months ended June 30, 2025. The increase was primarily due to increased long-term debt balance and higher interest rate following the issuance of $700.0 million aggregate principal amount of the 2031 Notes in June 2025.
Other (expense), net was expense of $49.4 million for the six months ended June 30, 2026, compared with expense of $39.0 million for the six months ended June 30, 2025. The increase in other (expense), net was primarily driven by higher pension and postretirement expense. See Note 6 of the Notes to Consolidated Financial Statements for details of other (expense), net.
The loss before income taxes for the six months ended June 30, 2026 was $102.9 million compared with a loss of $20.0 million for the six months ended June 30, 2025. For the six months ended June 30, 2026, the loss before income taxes included a goodwill impairment charge of $47.2 million.
The provision for income taxes was $29.5 million for the six months ended June 30, 2026, compared with a provision of $30.6 million for the six months ended June 30, 2025. The change in the tax provision was driven by the geographic distribution of income. The effective tax rate for the six months ended June 30, 2026 and 2025 was (28.7)% and (153.0)%, respectively, primarily driven by U.S. operating losses with no tax benefit as the deferred tax assets are subject to a full valuation allowance, non-creditable withholding taxes in the U.S., and jurisdictions with no valuation allowance that are subject to tax.
Net loss attributable to Unisys Corporation for the six months ended June 30, 2026 was $131.1 million, or $1.81 per diluted share, compared with a net loss of $49.6 million, or $0.70 per diluted share, for the six months ended June 30, 2025. For the six months ended June 30, 2026, the net loss attributable to Unisys Corporation included a goodwill impairment charge of $47.2 million.
The following table represents ClearPath and TS&S financial measures:
Three Months Ended June 30, Six Months Ended June 30,
(In millions, except for numbers presented as percentages) 2026 2025 2026 2025
ClearPath revenue $ 69.7 $ 87.6 $ 135.2 $ 158.7
TS&S revenue 403.8 395.7 775.9 756.7
Total revenue $ 473.5 $ 483.3 $ 911.1 $ 915.4
ClearPath gross profit $ 39.5 $ 60.3 $ 79.3 $ 103.6
TS&S gross profit 77.8 69.7 150.5 133.9
Total gross profit $ 117.3 $ 130.0 $ 229.8 $ 237.5
ClearPath gross profit percent 56.7 % 68.8 % 58.7 % 65.3 %
TS&S gross profit percent 19.3 % 17.6 % 19.4 % 17.7 %
Total gross profit percent 24.8 % 26.9 % 25.2 % 25.9 %
Segment results
The company’s reportable segments are as follows:
•Digital Workplace Solutions (DWS), which provides workplace solutions featuring intelligent workplace services, proactive experience management and collaboration tools to support business growth;
•Cloud, Applications & Infrastructure Solutions (CA&I), which provides digital transformation in the areas of cloud migration and management, applications and infrastructure transformation and modernization solutions; and
•Enterprise Computing Solutions (ECS), which provides solutions that harness secure, high-intensity enterprise computing and enable digital services through software-defined operating environments.
The company evaluates the performance of the segments based on segment revenue and segment gross profit. Segment revenue and segment gross profit are exclusive of certain activities and expenses that are not allocated to specific segments including the
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business activities related to the company’s United Kingdom business process outsourcing consolidated joint venture and certain expenses such as cost reduction charges, amortization of purchased intangibles and unusual and nonrecurring items that are not allocated to specific segments. These amounts are combined within other revenue and other gross profit (loss) to arrive at consolidated revenue and consolidated gross profit (loss). See Note 17 of the Notes to Consolidated Financial Statements for the reconciliations of segment revenue to total consolidated revenue and segment gross profit to total consolidated loss before income taxes.
Three months ended June 30, 2026 compared with the three months ended June 30, 2025
A summary of the company’s operations by segment is presented below:
Total Segments DWS CA&I ECS
(In millions, except for numbers presented as percentages)
Three Months Ended June 30, 2026
Revenue $ 452.3 $ 141.9 $ 184.4 $ 126.0
Gross profit percent 26.0 % 10.8 % 25.0 % 44.8 %
Three Months Ended June 30, 2025
Revenue $ 463.5 $ 138.1 $ 185.2 $ 140.2
Gross profit percent 29.6 % 16.9 % 20.8 % 53.5 %
DWS revenue was $141.9 million for the three months ended June 30, 2026 and $138.1 million for the three months ended June 30, 2025, an increase of 2.8%. Foreign currency fluctuations had a 4 percentage-point positive impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 10.8% in the current period compared with 16.9% in the prior-year period. The decrease in gross profit percent was primarily due to known client attrition, a greater proportion of lower-margin hardware revenue, and increased delivery costs incurred during the transition phase of new business implementation.
CA&I revenue was $184.4 million for the three months ended June 30, 2026 and $185.2 million for the three months ended June 30, 2025, a decrease of 0.4%. Foreign currency fluctuations had a 3 percentage-point positive impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 25.0% in the current period compared with 20.8% in the prior-year period. The increase in gross profit percent was primarily driven by delivery improvement and labor cost savings initiatives.
ECS revenue was $126.0 million for the three months ended June 30, 2026 and $140.2 million for the three months ended June 30, 2025, a decrease of 10.1%. Foreign currency fluctuations had a 3 percentage-point positive impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 44.8% in the current period compared with 53.5% in the prior-year period. The decreases in revenue and gross profit percent were primarily driven by the timing of ClearPath license renewals.
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Six months ended June 30, 2026 compared with the six months ended June 30, 2025
A summary of the company’s operations by segment is presented below:
Total Segments DWS CA&I ECS
(In millions, except for numbers presented as percentages)
Six Months Ended June 30, 2026
Revenue $ 867.7 $ 260.1 $ 366.4 $ 241.2
Gross profit percent 26.2 % 12.0 % 23.4 % 45.8 %
Six Months Ended June 30, 2025
Revenue $ 877.4 $ 256.7 $ 361.8 $ 258.9
Gross profit percent 27.9 % 15.7 % 20.2 % 50.8 %
DWS revenue was $260.1 million for the six months ended June 30, 2026 and $256.7 million for the six months ended June 30, 2025, an increase of 1.3%. Foreign currency fluctuations had a 5 percentage-point positive impact on DWS revenue in the current period compared with the prior-year period. Gross profit percent was 12.0% in the current period compared with 15.7% in the prior-year period. The decrease in gross profit percent was primarily driven by known client attrition and a greater proportion of lower-margin hardware revenue.
CA&I revenue was $366.4 million for the six months ended June 30, 2026 and $361.8 million for the six months ended June 30, 2025, an increase of 1.3%. Foreign currency fluctuations had a 4 percentage-point positive impact on CA&I revenue in the current period compared with the prior-year period. Gross profit percent was 23.4% in the current period compared with 20.2% in the prior-year period. The increase in gross profit percent was primarily driven by delivery improvement and labor cost savings initiatives.
ECS revenue was $241.2 million for the six months ended June 30, 2026 and $258.9 million for the six months ended June 30, 2025, a decrease of 6.8%. Foreign currency fluctuations had a 4 percentage-point positive impact on ECS revenue in the current period compared with the prior-year period. Gross profit percent was 45.8% in the current period compared with 50.8% in the prior-year period. The decreases in revenue and gross profit percent were primarily driven by the timing of ClearPath license renewals.
Total Contract Value and Backlog
Total Contract Value (TCV) represents the initial estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. Changes to contracts and scope are treated as TCV only to the extent of the incremental new value. New Business TCV represents TCV attributable to expansion and new scope for existing clients and new logo contracts. ClearPath TCV is driven by software license renewals, and as such, changes in timing or terms of renewals can lead to fluctuations from period to period. Measuring TCV involves the use of estimates and judgments and the extent and timing of conversion of TCV to revenue may be impacted by, among other factors, the types of services and solutions sold, contract duration, the pace of client spending, actual volumes of services delivered as compared to the volumes anticipated at the time of contract signing, and contract modifications, including, without limitation, contract nullification and termination, over the lifetime of a contract.
Backlog represents the estimated amount of future revenue to be recognized under contracted work, which has not yet been delivered or performed. The timing of conversion of backlog to revenue may be impacted by, among other factors, the timing of execution, the extension, nullification or early termination of existing contracts with or without penalty, adjustments to estimates in pricing or volumes for previously included contracts, seasonality and foreign currency exchange rates.
The following table summarizes the company’s TCV metrics.
Three Months Ended June 30, Six Months Ended June 30,
(In millions, except numbers presented as percentages) 2026 2025 % Change 2026 2025 % Change
New Business (i) $ 192 $ 122 57 % $ 350 $ 231 52 %
TS&S Renewals 196 266 (26) % 270 342 (21) %
ClearPath Renewals 34 49 (31) % 76 70 9 %
Total TCV $ 422 $ 437 (3) % $ 696 $ 643 8 %
(i) New Business relates to expansion and new scope for existing clients and new logo contracts.
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Backlog was $2.82 billion as of June 30, 2026 compared to $2.92 billion as of June 30, 2025.
The company believes that actual revenue reflects the most relevant measure necessary to understand the company’s results of operations, but TCV can be a useful leading indicator of the company’s ability to generate future revenue over time and backlog can be a useful metric and indicator of the company’s estimate of contracted revenue to be realized in the future, in each case subject to certain inherent limitations as explained above. TCV and backlog should not be relied upon as substitutes for, or considered in isolation from, measures in accordance with generally accepted accounting principles in the United States of America.
Financial condition
The company’s principal sources of liquidity are cash on hand, cash from operations and its revolving credit facility, discussed below. The company and certain international subsidiaries have access to uncommitted lines of credit from various banks. The company believes that it will have adequate sources of liquidity to meet its expected cash requirements for at least the next twelve months.
Cash and cash equivalents at June 30, 2026 were $324.3 million compared to $413.9 million at December 31, 2025. The decrease in cash and cash equivalents is primarily due to the timing of cash interest payments associated with the 2031 Notes and pension and postretirement cash contributions.
As of June 30, 2026, $197.6 million of cash and cash equivalents were held by the company’s foreign subsidiaries and branches operating outside of the U.S. The company may not be able to readily transfer approximately one-third of these funds out of the country in which they are located as a result of local restrictions, contractual or other legal arrangements or commercial considerations. At June 30, 2026, the deferred tax liability on undistributed earnings was $31.5 million. Transfers of international cash and cash equivalents to the U.S. will require the company to pay withholding or other taxes on a portion of the amount transferred. At June 30, 2026, the company maintained cash balances in various operating accounts in excess of federally insured limits. The company monitors this risk by evaluating the creditworthiness of the financial institutions.
During the six months ended June 30, 2026, cash used for operations was $30.7 million compared to cash used for operations of $282.9 million during the six months ended June 30, 2025. The improvement was primarily attributable to a discretionary cash contribution of $250 million to the company’s U.S. defined benefit pension plans in the prior-year period.
During the six months ended June 30, 2026, cash used for investing activities was $44.2 million compared with cash used for investing activities of $10.0 million during the six months ended June 30, 2025. In the current period, the investment in marketable software was $21.1 million compared with $23.6 million in the prior-year period and capital additions of properties and other assets were $22.7 million compared with $16.8 million in the prior-year period. During the six months ended June 30, 2025, net proceeds of foreign exchange forward contracts were $30.5 million. Proceeds from foreign exchange forward contracts and purchases of foreign exchange forward contracts represent derivative financial instruments used to reduce the company’s currency exposure to market risks from changes in foreign currency exchange rates. During the third quarter of 2025, the company ceased its use of foreign currency forward contracts.
During the six months ended June 30, 2026, cash used for financing activities was $14.6 million compared with cash provided by financing activities of $190.3 million during the six months ended June 30, 2025. During the six months ended June 30, 2025, cash provided by financing activities included the net proceeds received from the issuance of the 2031 Notes, partially offset by the repurchase of the 2027 Notes.
At June 30, 2026, total debt was $733.5 million compared to $741.7 million at December 31, 2025. During the six months ended June 30, 2026, the company repurchased $1.6 million of the 2031 Notes from the open market for $1.4 million.
Asset Based Lending (ABL) Credit Facility
The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which matures in June 2030. The Amended and Restated ABL Credit Facility provides for revolving loans and letters of credit up to an aggregate amount of $125.0 million (with a limit on letters of credit of $40.0 million), with an uncommitted accordion feature provision allowing for the aggregate amount available to be increased up to $155.0 million upon the satisfaction of certain specified conditions.
Availability under the Amended and Restated ABL Credit Facility is subject to a borrowing base calculated by reference to the company’s receivables. At June 30, 2026, the company had no borrowings and $6.1 million of letters of credit outstanding. Availability under the Amended and Restated ABL Credit Facility was $99.7 million, net of letters of credit issued. Any borrowings under the Amended and Restated ABL Credit Facility will be subject to variable interest rates.
At June 30, 2026, the company has met all covenants and conditions under its various lending and funding agreements. For at least the next 12 months, the company expects to continue to meet these covenants and conditions.
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Pension and Postretirement Benefits
At the end of each year, the company estimates its future cash contributions to its global defined benefit pension plans based on year-end pension data, assumptions and agreements.
For the six months ended June 30, 2026, the company made cash contributions totaling $57.4 million to its global defined benefit pension plans. For the remainder of 2026, the company expects to make cash contributions of approximately $40 million, resulting in total expected 2026 cash contributions of approximately $97 million to the company’s global defined benefit pension plans. These contributions are expected to include approximately $47 million to the company’s U.S. qualified defined benefit pension plans and approximately $50 million, primarily to the company’s international defined benefit pension plans. Based on current funding requirements and assumptions, the company estimates future total cash contributions of approximately $104 million in 2027 to its global defined benefit pension plans. Actual future contributions may differ based on changes in regulatory requirements, interest rates, asset performance and other factors.
For the six months ended June 30, 2025, the company made cash contributions of $287.2 million, including a discretionary contribution of $250 million to its U.S. defined benefit pension plans.
If the company is not able to generate sufficient cash flows from operations, it may need to obtain additional funding in order to make these contributions. Any material deterioration in the value of the company’s global defined benefit pension plan assets, as well as changes in pension legislation, volatility in the capital markets, discount rate changes, asset return changes, or changes in economic or demographic trends, could require the company to make cash contributions in different amounts and on a different schedule than previously estimated.
From time to time, the company may explore a variety of additional debt and equity sources to fund its liquidity and capital needs.
The company may, from time to time, redeem, tender for, or repurchase its securities in the open market or in privately negotiated transactions depending upon availability, market conditions and other factors.
The company does not have any off-balance sheet arrangements that are material or reasonably likely to become material to its financial condition or results of operations.
Critical accounting policies and estimates
There have been no significant changes to the company’s critical accounting policies and estimates as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, except as follows.
Goodwill
The company reviews goodwill for impairment annually in the fourth quarter using data as of September 30 of that year, as well as whenever there are events or changes in circumstances (triggering events), which indicate that the carrying amount may not be recoverable.
The company initially assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment considers all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance, changes in share price and relevant entity-specific events.
If, after completing the qualitative assessment, the company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the company proceeds to perform a subsequent quantitative goodwill impairment test. Alternatively, the company may elect to bypass the qualitative assessment and perform the quantitative impairment test. The quantitative goodwill impairment test compares each reporting unit’s fair value to its carrying value. If the reporting unit’s fair value exceeds its carrying value, no further procedures are required. However, if a reporting unit’s fair value is less than its carrying value, then an impairment charge is recorded in the amount of the excess.
When the company performs the quantitative goodwill impairment test for a reporting unit, it estimates the fair value of the reporting unit using both the income approach and the market approach. The methodology used to determine the fair values using the income and market approaches, as described below, are weighted to determine the fair value for each reporting unit.
The income approach is a forward-looking approach to estimating fair value and relies primarily on internal forecasts. Within the income approach, the discounted cash flow method is used. The company starts with a forecast of all expected net cash flows associated with the reporting unit, which includes the application of a terminal value, and then a reporting unit-specific discount rate is applied to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include the amount and timing of projected net cash flows, long-term growth rate and the discount rate. Cash flow projections are based on management’s estimates of economic and market conditions, which drive key assumptions of
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revenue growth rates and operating margins. The discount rate, in turn, is based on various market factors and specific risk characteristics of each reporting unit.
The market approach relies primarily on external information for estimating the fair value. Some of the more significant estimates and assumptions inherent in this approach include the selection of appropriate guideline companies and the selected performance metric used in this approach.
Estimating the fair value of reporting units requires the use of estimates and significant judgments about key assumptions. There are a number of factors, including potential events and changes in circumstances that could change in future periods, including: projected operating results; valuation multiples exhibited by the company and by companies considered comparable to the reporting units; and other macro-economic factors that could impact the discount rate. It is reasonably possible that the judgments and estimates described above could change in future periods, which could have a significant impact on the fair value of the related reporting units.
During the second quarter of 2026, the company reviewed its estimated long-term expected future cash flows for its DWS reporting unit. DWS projected gross profit was below the previous estimated forecast primarily due to continued competitive pressure resulting from industry and macro-economic conditions. Based on this, the company concluded that a triggering event existed and conducted a quantitative goodwill assessment for the DWS reporting unit as of June 30, 2026. The fair value of the DWS reporting unit was estimated using a combination of discounted cash flows and market-based valuation methodologies as noted above. Based on the goodwill impairment analysis performed during the second quarter of 2026, the carrying value of the DWS reporting unit exceeded its respective fair value, resulting in the recognition of a goodwill impairment charge of $47.2 million. The impairment charge represented the entire remaining goodwill balance allocated to the DWS reporting unit, resulting in a full write-off of the reporting unit's goodwill.
Based on the annual impairment analysis performed during the fourth quarter of 2025, the CA&I reporting unit had a 20% excess of fair value over book value, including goodwill.
The company continuously monitors and evaluates relevant events and circumstances that could unfavorably impact the significant assumptions noted above, including changes to U.S. treasury rates and equity risk premiums, tax rates, recent market valuations from transactions by comparable companies, volatility in the company’s market capitalization, and general industry, market and macro-economic conditions. Although the goodwill associated with the DWS reporting unit was fully impaired as of June 30, 2026, it is possible that future changes in such circumstances or in the inputs and assumptions used in estimating the fair value of the company’s other reporting units could require the company to record an additional non-cash impairment charge.
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