SecProbe.io

Mail Stop 4561
October 13, 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
File No. 001 -08729

Dear  Ms. Haugen :

We have reviewed  your September 8, 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 note otherwise, our references to prior comments are to comments in our August 30,
2016  letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Note 4.  Goodwill, page 26

1. Based on your responses to date we have significant concerns about how you determined
the fair value of your reporting units.   Please provide us with a detailed response to the
following:

 Your response to prior comment 2 indicates that the company revenue multiple was
0.2x and that the reporting unit multiples were 0.3x for the Cloud &  Infrastructure
and Applications reporting units and 0.4x for the BPO and Technology reporting
units.   Please reconcile the reporting unit multiples used to the company multiple.   In
this regard, we note that it is unclear how you arrived at the company multiple of 0.2x
considering that the reporting unit multiples are higher.

Ms. Janet Brutschea Haugen
Unisys Corporation
October 13, 2016
Page 2

 Also explain how the EBITDA multiples referred to in prior comment 2 were
considered in determining fair value.

2. You appear to indicate that your market capitalization is not indi cative of the fair value of
your company as a whole and is therefore not relevant when assessing the fair value of
your reporting units.   It would appear that this is inconsistent with the fair value hierarchy
principle in ASC 820 -10-35-37 and ASC 820 -10-35-40 through 41.  Your dismissal of
your market capitalization also appears inconsistent with ASC 820 -10-35-24B, which
states that multiple valuation techniques may be appropriate, for example , when valuing a
reporting unit.

 Please tell us the basis for your dismissal of quoted prices for your equity securities in
an active, public market, particularly when those quoted prices differ so significantly
from your estimate of fair value for the company as a whole.

 Please provide us with a reconciliation of t he fair values of your reporting units to the
market capitalization as of the goodwill test date.   In this regard, we note that it
remains unclear to us why there is a significant difference between the sum of the fair
values of the reporting units and the  company’s market capitalization as of September
30, 2015.

 If you are unable to explain the differences between the fair values of the reporting
units and the company’s market capitalization as of the test date, please provide us
with a corroborating inco me approach valuation for the Technology segment and for
the Services segment as a whole.   Please reconcile the fair values determined under
the income approach to that of the market approach.   For the Services segment, please
reconcile the sum of the fair  values of the three  reporting units under the market
approach to the fair value of the Services segment determined under the income
approach.

3. Please tell us how much goodwill is allocated to each of the Services reporting units as of
September 30, 2015 and 2016.

4. Please tell us the amount of intangible assets, total assets, total liabilities and resulting
carrying values for each of your reporting units as of September 30, 2015.   This carrying
value should include goodwill.

5. Please tell us whether ther e have been any triggering events subsequent to your
September 30, 2015 impairment test that would require you to reassess your goodwill for
impairment pursuant to ASC 350 -20-35-30 and ASC 350 -20-35-3C.  If so, please tell us
the results of these impairmen t tests.  If not, please tell us why not, as we note that your

Ms. Janet Brutschea Haugen
Unisys Corporation
October 13, 2016
Page 3

 share price appears to have experienced a sustained share price decrease, as contemplated
in ASC 350 -20-35-3C(g).

You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Chris tine
Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments
on the financial statements and rel ated matters.  Please contact me at (202) 551 -3499 with any
other questions.

Sincerely,

 /s/ Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services