SecProbe.io

July 6, 2010

J. Edward Coleman, Chief Executive Officer Unisys Corporation Township Line & Union Meeting Rds-A Unisys Way Blue Bell, PA 19424
Re: Unisys Corporation  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 24, 2010 Form 10-Q for the Fiscal Quarter Ended March 31, 2010
Filed April 30, 2010 File No. 001-08729
 Dear Mr. Coleman:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 1.  Business

Backlog, page 2
1. Please tell us what portion of the backlog orders expected to be filled in 2010 was
generated by funded government contracts a nd tell us what consideration you gave to
disclosing this information, if material.

 J. Edward Coleman
Unisys Corporation July 6, 2010 Page 2  Item 1A.  Risk Factors (Incorporated by re ference from the Unisys 2009 Annual Report to
Stockholders, Exhibit 13)

General
2. Please revise the subcaptions in future filings to adequately describe the risk discussed in
the risk factor, as well as how each risk imp acts you.  See Item 503(c) of Regulation S-K.
Please note that this comment also applies to your filings on Form 10-Q.
 Item 8.  Financial Statements and Supplement ary Data (Incorporated by reference from the
Unisys 2009 Annual Report to Stockholders, Exhibit 13)
 Notes to Consolidated Financial Statements

 Note 1.  Summary of Significant Accounting Policies

 Revenue recognition, page 23

3. We note your disclosures on page 16 regarding yo ur contracts with governmental entities.
You discuss certain provisions re lated to these contracts that appear to constitute fiscal
funding clauses.  Please describe  the nature of your contract s with governmental entities,
including the products and/or services generally sold pursu ant to these agreements.
Additionally, please tell us how these contract provisions impact revenue recognition, and how you considered ASC 985-605-25-38 th rough 25-40 and any other guidance, as
applicable.
4. We note your disclosure on page 16 which states that your ou tsourcing agreements
require that prices be benc hmarked and provide for a downward adjustment to those
prices if the pricing for similar services in  the market has change d.  This appears to
suggest that uncertainties exis t regarding your abil ity to maintain fixed pricing on these
contracts.  Please explain to us how you determine that the prices on your outsourcing contracts are fixed or determinable and th e impact this has on revenue recognition.
 Item 10.  Directors, Executive Officers and Co rporate Governance (Incorporated by Reference
From Proxy Statement Filed March 18, 2010)
 Risk Oversight, page 15

 5. Your disclosure does not appear to address whether your compensati on policies relate to
risk-taking incentives.  See Item 402(s) of Regul ation S-K.  Please advise us of the basis
for your conclusion that disclosure is not  necessary and describe the process you
undertook to reach that conclusion.

 J. Edward Coleman
Unisys Corporation July 6, 2010 Page 3  Item 11.  Executive Compensation (Incorporated  by Reference From Proxy Statement Filed
March 18, 2010)

Executive Compensation

Compensation Discussion and Analysis
 Principal Components of Ex ecutive Officer Compensation

Variable Short-Term Incentive Compensation, page 35
 6. Your disclosure on pages 32 and 35 indicates th at individual performance is an element
of the amounts awarded to your named execu tive officers under your executive variable
compensation plan.  In your response letter , please describe how you evaluated individual
performance and how it impacted the amounts awarded to each of your named executive
officers under your executive variable compensation plan during the last fiscal year.  Include similar disclosure in future filings, if applicable.
 7. We note your disclosure on page 37 that  you have not quantified business unit
performance metrics because you do not repor t publicly the resu lts of your various
business units and do not believe that disclo sing the actual performance measures used
would be meaningful.  Items 402(b)(2)(v) and (vi) of Regulation S-K require appropriate
disclosure of the specific items of performance that are taken into consideration in setting
compensation policies and making compensati on decisions and how specific forms of
compensation are structured and implemented to reflect these performance items.  Please tell us whether you are relying on Instruction 4 to Item 402(b) of Regulation S-K to omit
the performance targets and, if  so, tell us whether you have a competitive harm analysis
that supports your reliance on that instruction.  In a ddition, if you are relying on
Instruction 4, please tell us how you cons idered discussing the level of difficulty
associated with achieving the undisclosed targ et levels, as required by the Instruction.

Long-Term Incentive Awards, page 38

8. In your response letter, pl ease include a more detailed explanation of how you
determined the amount and type of equity awarded to each named executive officer during the last fiscal year.  Include similar disclosure in future filings, if applicable.
 Item 15.  Exhibits and Financial Statement Schedules

 Exhibits 31.1 and 31.2

9. Paragraph 4(d) of the certifications omits the parenthetical “(the regist rant’s fourth fiscal
quarter in the case of an annual report).”  Th e certifications may not be changed in any
respect from the language of Item 601(b)(31) of Regulation S-K, even if the change

 J. Edward Coleman
Unisys Corporation July 6, 2010 Page 4
would appear to be inconsequential in natu re.  See Section II.B.4 of SEC Release No. 33-
8124.  Please note that this comment also appl ies to your quarterly report on Form 10-Q
for the fiscal quarter ended March 31, 2010.  Please confirm that you will use the
language specified in Item 601( b)(31) in future filings.
 Form 10-Q for the Fiscal Quarter Ended March 31, 2010

 Notes to Consolidated Financial Statements (Unaudited)

 Note b., page 7

10. We that you recorded a $20 million charge in the first quarter of 2010 as a result of the
adoption of highly inflationary accounting and the devaluation of the Bolivar Fuerte that
occurred in January 2010.  Please expand your disclosure and your MD&A discussion in
future filings to provide a more comprehens ive discussion of your Venezuelan operations
that provides a greater level of  detail regarding the monetary and nonmonetary assets and
liabilities that ar e exposed to exchange rate changes as well as providing the disclosures
required under ASC 830-30-S99.
Note m., page 13
11. We note that effective January 1, 2010 you adopted the guidance in ASC 860-10 pursuant
to which you have determined that the U.S. trade accounts receivable facility no longer meets the requirements to be treated as a sale, and will therefore be accounted for as a secured borrowing.  Please provide us with your analysis under ASC 860-10 that supports
the conclusions reached.

Item 4.  Controls and Procedures, page 24

12. We note that your principal executive officer  and principal financial officer have
concluded that your disclosure  controls and procedures we re effective for “gathering,
analyzing and disclosing the information the Company is required to disclose in the
reports it files under the Securities Exch ange Act of 1934, within the time periods
specified in the SEC’s rules and forms.”  Pl ease confirm, if true , that your principal
executive officer and principal financial officer  concluded that information required to be
disclosed by you in the reports that you file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time  periods specified in the
Commission’s rules and forms.   In addition, confirm, if true , that your officers concluded
that your disclosure controls a nd procedures are also effective to ensure that information
required to be disclosed in the reports that  you file or submit under the Exchange Act is
accumulated and communicated to your management, including your chief executive officer and chief financial officer, to a llow timely decisions regarding required
disclosure.  Please provide us  with a representation that in future filings, where you

 J. Edward Coleman Unisys Corporation July 6, 2010 Page 5
include the definition of disclosure controls  and procedures, you will include disclosure
conforming to Exchange Act Rule 13a-15(e).  Note also that in lieu of providing the entire definition of disclosure  controls and procedures, you may include a reference Rule
13a-15(e) without including a ny part of the definition.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Jennifer F ugario, Staff Accountant, at  (202) 551-3482 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Evan Jacobson, Staff Attorney, at (202) 551-3428 , Maryse Mills-Apenteng, Special Counsel, at
(202) 551-3457 or me at (202) 551- 3406 with any other questions.

Sincerely,

Patrick Gilmore Accounting Branch Chief