<SEC-DOCUMENT>0000746838-14-000022.txt : 20141017
<SEC-HEADER>0000746838-14-000022.hdr.sgml : 20141017
<ACCEPTANCE-DATETIME>20140822120226
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000746838-14-000022
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140822

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNISYS CORP
		CENTRAL INDEX KEY:			0000746838
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
		IRS NUMBER:				380387840
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		801 LAKEVIEW DRIVE, SUITE 100
		CITY:			BLUE BELL
		STATE:			PA
		ZIP:			19422
		BUSINESS PHONE:		2159864011

	MAIL ADDRESS:	
		STREET 1:		801 LAKEVIEW DRIVE, SUITE 100
		CITY:			BLUE BELL
		STATE:			PA
		ZIP:			19422

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BURROUGHS CORP /DE/
		DATE OF NAME CHANGE:	19861204
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 22, 2014

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attention: Patrick Gilmore, Accounting Branch Chief

Re:   Unisys Corporation
         Form 10-K for the Fiscal Year Ended December 31, 2013
         Filed February 24, 2014
         File No. 001-08729

Dear Mr. Gilmore:

On behalf of Unisys Corporation (the "Company"), set forth below is the
Company's response to the comment of the Staff of the Securities and Exchange
Commission regarding the above referenced filing set forth in the Staff's
letter dated August 15, 2014.  For your convenience, we have repeated the
comment set forth in the Staff's letter and followed with the Company's
response.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (INCORPORATED BY
REFERENCE FROM THE UNISYS 2013 ANNUAL REPORT TO STOCKHOLDERS, EXHIBIT 13)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  GOODWILL, PAGE 25

COMMENT 1
We note your response to prior comment 2.  Please provide us with your
evaluation of ASC 350-20-35-3F through 35-3G as well as your consideration of
the factors in ASC 350-20-35-3C (a) through (g).

RESPONSE TO COMMENT 1
As mentioned in the Company's response to the Staff's prior comment 2, the
Company determined that the carrying amount of its reporting units did not
exceed their estimated fair value.  Since the carrying amount of both of the
Company's reporting units was negative, the Company then considered
ASC 350-20-35-8A in determining whether it was necessary to perform a Step 2
impairment analysis.  This consideration included an evaluation, using the
process described in ASC 350-20-35-3F through 35-3G, including the events and
circumstances provided in ASC 350-20-35-3C (a) through (g).

An overview of the Company's consideration of the factors in ASC 350-20-35-3C
follows:

     a) Macroeconomic conditions such as a deterioration in general economic
        conditions, limitations on accessing capital, fluctuations in foreign
        exchange rates, or other developments in equity or credit markets.

        Consideration:  In management's opinion, long-term macroeconomic
        conditions did not deteriorate materially during 2013.  During 2013,
        the Company faced no limitations on accessing capital.  During the
        three years ended December 31, 2013, the Company made payments to
        reduce long-term debt by approximately $945 million through the
        issuance of $250 million 6.25% mandatory convertible preferred stock,
        $210 million of 6.25% senior notes due 2017 and cash on hand.  In
        addition during 2011, the Company entered into a five-year secured
        revolving credit facility which provides for loans and letters of
        credit up to an aggregate amount of $150 million.  At December 31,
        2013, the Company reported a cash balance of approximately $640 million
        and debt of $210 million.  Foreign currency negatively impacted revenue
        by approximately one-percentage point during 2013.

     b) Industry and market considerations such as a deterioration in the
        environment in which an entity operates, an increased competitive
        environment, a decline in market-dependent multiples or metrics
        (considered in both absolute terms and relative to peers), a change in
        the market for an entity's products or services, or a regulatory or
        political development.

        Consideration:  The Company participates in the information technology
        industry which was and is expected to continue to be highly
        competitive.  The Company did not see nor does it expect to see a
        material deterioration in either this environment or a material change
        in the market for its products or services.  In its 2013 goodwill
        evaluation, the Company examined industry market multiples and these
        multiples were as good as or better than the multiples used during the
        preceding evaluation in 2012.  The Company's business was not and is
        not expected to be materially impacted by regulatory or political
        developments.

     c) Cost factors such as increases in raw materials, labor, or other costs
        that have a negative effect on earnings and cash flows.

        Consideration:  During 2013, the Company was very diligent in reducing
        its cost structure as the combination of selling, general and
        administrative expense and research and development expense decreased
        by 4%.  Also, due to the Company's debt reduction activities, interest
        expense was reduced by 64%.  Overall, the Company has reduced its
        interest expense from $102 million in 2010 to $10 million in 2013. As
        part of its cost savings initiatives, the Company has increased the
        percentage of its workforce operating in lower-cost offshore and
        onshore delivery models from approximately 30% at December 31, 2011 to
        35% at December 31, 2013.  In addition, the Company continues to plan
        to increase this percentage.

     d) Overall financial performance such as negative or declining cash flows
        or a decline in actual or planned revenue or earnings compared with
        actual and projected results of relevant prior periods.

        Consideration:  For the Company and many of its competitors, 2013 was
        a challenging year.  Lower demand for IT services projects and high-
        end enterprise servers resulted in a decline, when compared to 2012,
        in the Company's revenue, net income and cash flows from operating
        activities. However, the Company delivered its fifth consecutive year
        of profitability with 2013 diluted earnings per share of $2.08, and
        generated net cash from operating activities of approximately $187
        million (approximately $335 million before defined benefit pension
        plan contributions).  The Company ended 2013 with approximately $640
        million of cash compared with approximately $656 million at the end
        of 2012.

        The Company's underfunded defined benefit pension plan obligations
        improved by approximately $900 million to $1.5 billion at December 31,
        2013 from $2.4 billion at December 31, 2012, principally due to an
        increase in discount rates, as well as higher pension plan assets.
        This improvement and the Company's 2013 net income were the principal
        reasons the Company's deficit improved by approximately $925 million
        from $1.6 billion at December 31, 2012 to $664 million at December 31,
        2013.

        During 2013, the Company brought to market a range of products and
        services that position it to capitalize on large, growing markets,
        including its Stealth cybersecurity software and its Forward! by
        Unisys Intel-based computing platform.

     e) Other relevant entity-specific events such as changes in management,
        key personnel, strategy, or customers; contemplation of bankruptcy;
        or litigation.

        Consideration:  No such events occurred during 2013.

     f) Events affecting a reporting unit such as a change in the composition
        or carrying amount of its net assets, a more-likely-than-not
        expectation of selling or disposing all, or a portion, of a reporting
        unit, the testing for recoverability of a significant asset group
        within a reporting unit, or recognition of a goodwill impairment loss
        in the financial statements of a subsidiary that is a component of a
        reporting unit.

        Consideration:  No such events occurred during 2013.

     g) If applicable, a sustained decrease in share price (considered in both
        absolute terms and relative to peers).

        Consideration:  During 2013, the Company did not experience a sustained
        decrease in its share price.  The Company's common share price
        increased during 2013 by approximately 94% from $17.30 on December 31,
        2012 to $33.57 on December 31, 2013.

The Company also took into consideration whether there were significant
differences between the carrying amount and the estimated fair value of its
assets and liabilities, and the existence of significant unrecognized
intangible assets.  While the Company has a valuable portfolio of
intellectual property which is carried on its books at a zero value, the
excess of the Company's market capitalization (approximately $1.5 billion)
over its deficit was approximately $2.2 billion at December 31, 2013.  The
Company does not expect that a step two goodwill analysis, if it were required,
would result in an impairment of the approximately $189 million in goodwill
recorded at December 31, 2013.

Application of the goodwill impairment analysis requires significant judgment.
Based on consideration of the weight of evidence of the factors described
above, the Company concluded that it was not more likely than not that goodwill
was impaired as of October 1, 2013.

                               *   *   *

In addition, the Company acknowledges that:
* the Company is responsible for the adequacy and accuracy of the disclosure
  in the filing;
* Staff comments or changes to disclosure in response to Staff comments do not
  foreclose the Commission from taking any action with respect to the filings;
  and
* the Company may not assert Staff comments as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws
  of the United States.

The Company hopes that the above is responsive to the Staff's comments.

Very truly yours,

UNISYS CORPORATION

/s/ Janet Brutschea Haugen

Janet Brutschea Haugen
Senior Vice President and Chief Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
