SEC Comment Letter for UNISYS CORP (UIS) (CIK 0000746838) (UIS) — Aug 30, 2016
UNISYS CORP (UIS) (CIK 0000746838)
Date: Aug. 30, 2016 · CIK: 0000746838 · Accession: 0000000000-16-090648
AI Filing Summary & Sentiment
Letter
Mail Stop 4561 August 30 , 2016 Ms. Janet Brutschea Haugen Senior Vice President and Chief Financial Officer Unisys Corporation 801 Lakeview Drive, Suite 100 Blue Bell, PA 19422
Re: Unisys Corporation Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 29, 2016 Form 8 -K furnished on July 26, 2016 File No. 001 -08729
Dear Ms. Haugen :
We have reviewed your August 11 , 2016 response to our comment letter 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 th ese comment s within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment s apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comment s, we may have additional comments. Unless we no te otherwise, our references to prior comments are to comments in our August 4 , 2016 letter .
Form 10 -K for the Fiscal Year Ended December 31, 2015
Note 4. Goodwill, page 26
1. We note your response to prior comment 2 and it remains unclear to us why you are relying solely on the market approach. In this regard we note that ASC 820 -10-35-24B indicates that in some cases “ multiple valuation techniques will be appropriate (for example, that might be the case when valuing a reporting unit ).” Please explain to us, in greater detail, how you concluded that it was appropriate to determine the fair value of the reporting units solely based on the market approach. As part of your response, please tell us whether you have forecasts for each of the reporting units and if such forecasts exist why you did not perform a discounted cash flow analysis.
Ms. Janet Brutschea Haugen Unisys Corporation August 30 , 2016 Page 2
2. Please tell us more about the multiples used in your market approach. Tell us which multiples were used, the range of multiples and the factors considered when choosing the multiples used.
3. Please provide us with a reconciliation of the fair values of the reporting units to your market capitalization as of your annual im pairment test in the fourth quarter of 2015 and 2014.
Form 8 -K furnished on July 26, 2016
4. We note the proposed disclosures provided in response to prior comment 5. In your proposed reconciliation you adjust for certain items to arrive at EBITDA that ar e not includ ed in the definition of EBITDA. In this regard, Exchange Act Release No. 34- 47226 defines EBITDA as earnings before interest, taxes, depreciation and amortization and does not include adjustments for other income/expense or non -cash share based payments. Please revise your proposed disclosures accordingly.
You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Christine Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments on the financi al statements and rel ated matters. Please contact me at (202) 551 -3499 with any other questions.
Sincerely,
/s/ Craig D. Wilson for
Show Raw Text
Mail Stop 4561 August 30 , 2016 Ms. Janet Brutschea Haugen Senior Vice President and Chief Financial Officer Unisys Corporation 801 Lakeview Drive, Suite 100 Blue Bell, PA 19422 Re: Unisys Corporation Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 29, 2016 Form 8 -K furnished on July 26, 2016 File No. 001 -08729 Dear Ms. Haugen : We have reviewed your August 11 , 2016 response to our comment letter 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 th ese comment s within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment s apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comment s, we may have additional comments. Unless we no te otherwise, our references to prior comments are to comments in our August 4 , 2016 letter . Form 10 -K for the Fiscal Year Ended December 31, 2015 Note 4. Goodwill, page 26 1. We note your response to prior comment 2 and it remains unclear to us why you are relying solely on the market approach. In this regard we note that ASC 820 -10-35-24B indicates that in some cases “ multiple valuation techniques will be appropriate (for example, that might be the case when valuing a reporting unit ).” Please explain to us, in greater detail, how you concluded that it was appropriate to determine the fair value of the reporting units solely based on the market approach. As part of your response, please tell us whether you have forecasts for each of the reporting units and if such forecasts exist why you did not perform a discounted cash flow analysis. Ms. Janet Brutschea Haugen Unisys Corporation August 30 , 2016 Page 2 2. Please tell us more about the multiples used in your market approach. Tell us which multiples were used, the range of multiples and the factors considered when choosing the multiples used. 3. Please provide us with a reconciliation of the fair values of the reporting units to your market capitalization as of your annual im pairment test in the fourth quarter of 2015 and 2014. Form 8 -K furnished on July 26, 2016 4. We note the proposed disclosures provided in response to prior comment 5. In your proposed reconciliation you adjust for certain items to arrive at EBITDA that ar e not includ ed in the definition of EBITDA. In this regard, Exchange Act Release No. 34- 47226 defines EBITDA as earnings before interest, taxes, depreciation and amortization and does not include adjustments for other income/expense or non -cash share based payments. Please revise your proposed disclosures accordingly. You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Christine Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments on the financi al statements and rel ated matters. Please contact me at (202) 551 -3499 with any other questions. Sincerely, /s/ Craig D. Wilson for Kathleen Collins Accounting Branch Chief Office of Information Technologies and Services