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SEC Correspondence

 November 10, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Kathleen Collins, Accounting Branch Chief

Re:

Unisys Corporation

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

Filed February 29, 2016

File No. 001-08729

 Dear Ms. Collins:

 On behalf of
Unisys Corporation (the “Company”), set forth below are the Company’s responses to the comments of the Staff of the Securities and Exchange Commission regarding the above-referenced filings set forth in the Staff’s letter dated
October 13, 2016. For your convenience, we have repeated the comments set forth in the Staff’s letter and followed the comment with the Company’s response.

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

Note 4. Goodwill, page 26

 Comment 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.

•

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

 Response to Comment 1

The following table demonstrates how the aggregate Company revenue multiple of 0.2x cited in the September 8, 2016 response to prior Comment 2 was arrived at
using the market capitalization at September 30, 2015 (in thousands):

(in thousands)

 Enterprise value based on current market capitalization at September 30, 2015:

 Common shares outstanding

49,934

 Closing share price

11.90

 Market capitalization

594,215

 Carrying value of debt

310,300

 Cash balances

(293,100
)

17,200

 Enterprise value (prior to consideration of postretirement liabilities), (a)

611,415

 Projected revenue (b)

3,050,000

 Revenue multiple (a)/(b)

0.20

 The Company did not reconcile the Company multiple of 0.2x to the selected multiples of 0.3x and 0.4x, but rather used it
directly, in the form of the market capitalization as of September 30, 2015, as one of the data points it considers in making the more-likely-than-not assessment required by ASC 350-20-35-8A. The Company compared the 0.2x to the selected reporting
unit multiples of 0.3x for the Cloud and Infrastructure and Applications reporting units and 0.4x for the BPO and Technology reporting units and noted that it was lower. This informed the Company’s selection of revenue multiples (0.3x and
0.4x) at or below the low end of the range of comparable multiples. The implied revenue multiples applicable to the reporting unit fair values using the September 30, 2015 market capitalization are 0.19x for the Cloud and Infrastructure reporting
units and 0.25x for the BPO and Technology reporting units, which blend to an aggregate revenue multiple of 0.20x.

 The following table demonstrates how
the Company’s fair value based solely on current market capitalization is allocated to the reporting units proportionally based on reporting unit fair values estimated using selected revenue multiples (amounts in thousands):

a

b

a-b

 Reporting unit

Reporting unit
fair values at
selected revenue
multiples

% of total

Reporting unit
fair values at
current market
capitalization

Reporting unit net
asset (liability)
carrying value

Headroom at
9/30/2015 market
capitalization

 Cloud and infrastructure

455,692

46
%

283,574

(848,800
)

1,132,374

 Applications

256,985

26
%

159,885

(330,800
)

490,685

 BPO

89,812

9
%

55,883

(258,800
)

314,683

 Technology

180,125

18
%

112,073

4,300

107,773

 Aggregate

982,614

100
%

611,415

 The EBITDA multiples referred to in the response to Comment 2 from the prior letter (that is, our response dated September 8,
2016) were used as part of the evaluation of the comparability of the companies from which revenue multiples were selected for purposes of estimating fair value of the reporting units.

 2

 Comment 2

You appear to indicate that your market capitalization is not indicative 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 the 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 income 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.

Response to Comment 2

 The Company believes its
market capitalization is indicative of fair value and relevant to the assessment of the fair value of the reporting units. The Company uses its market capitalization directly, as one of the data points it considers in making the
more-likely-than-not assessment required by ASC 350-20-35-8A. The Company estimated reporting unit fair values using a variety of data points. This approach was used due to the negative carrying amounts of the Company’s Services
segment’s reporting units. The objective was to evaluate the sensitivity of the ASC 350-20-35-8A “more likely than not” assessment to those different data points.

The Company estimated reporting unit fair values using selected revenue multiples from comparable companies without reconciling those aggregate fair values
with its current market capitalization. The Company acknowledges that the fair value hierarchy set forth in ASC 820 prioritizes valuation inputs available to market participants such as the quoted prices for its equity securities for the
purpose of estimating the market based measurement of fair value. The Company also estimated reporting unit fair values directly from market capitalization using recent averages of share prices as well as using the current market
capitalization, without share price averages and without consideration of a control premium.

 3

 The Company formed its judgment about whether it was more likely than not that the goodwill of any of its
Services segment reporting units was impaired by taking into consideration whether there could be sufficient differences between the carrying amounts and estimated fair values of each reporting unit’s assets and liabilities, including
unrecognized intangible assets. The Company compared the carrying values of assets and liabilities of the reporting units to estimates of reporting unit fair value to quantify the extent of those differences (i.e., the “headroom”
within the reporting units). The magnitude of the headroom for each reporting unit is relevant because unrecognized intangible assets and fair value differences of recognized assets and liabilities would need to be of at least similar magnitude
to result in the carrying value of goodwill exceeding the implied fair value of reporting unit goodwill and thereby allow for the recognition of goodwill impairment in the application of Step 2 (ASC 350-20-35-9 to 11).

The following table summarizes the various data points and ranges of estimated reporting unit fair values considered by the Company (in thousands of dollars):

a

b

c

d

e

f

(a-e)

(b-e)

(c-e)

(d-e)

6 Month

3 Month

Headroom

Headroom

Headroom

Headroom

Reporting

Selected

Average

Average

9/30/2015

9/30/2015

Goodwill in

Selected

6 Mo. Avg.

3 Mo. Avg.

9/30/2015

Unit

Multiples

Market Cap

Market Cap

Market Cap

Net Assets

Net Assets

Multiples

Market Cap

Market Cap

Market Cap

 Cloud &
Infrastructure

455,692

434,380

364,029

283,574

(848,800
)

32,200

1,304,492

1,283,180

1,212,829

1,132,374

 Applications

256,985

244,967

205,293

159,885

(330,800
)

26,100

587,785

575,767

536,093

490,685

 BPO

89,812

85,612

71,747

55,883

(258,800
)

10,300

348,612

344,412

330,547

314,683

 Technology

180,125

171,702

143,893

112,073

4,300

108,700

175,825

167,402

139,593

107,773

 Aggregate

982,614

936,661

784,962

611,415

(1,434,100
)

177,300

 In each case, the market capitalization was allocated to the reporting units proportionally based on their estimated fair
values using the revenue multiples selected from comparable companies. This is because the Company believes the multiples of revenue observed among comparable companies to be reasonable indicators of the relative fair value among its
reporting units. The Company selected 0.3x as the revenue multiple for the Cloud and Infrastructure and Applications reporting units and 0.4x for the BPO and Technology reporting units because the 33% higher revenue multiples for BPO and
Technology was reasonable based on its analysis of companies comparable to those reporting units. The Company observed that the headroom applicable to the Services reporting units ranged from $1.3 billion to $1.1 billion at the high-end for
Cloud and Infrastructure to approximately $0.3 billion at the low end for BPO.

 The Company’s revenue multiple of 0.2x revenue as of September 30,
2015 informed its selection of revenue multiples at or below the range of revenue multiples of companies comparable to its reporting units. The revenue multiples of companies which are comparable to the Company’s reporting units exceed
that of the Company. The Services segment reporting units and the Company have net liabilities, principally due to

 4

postretirement liabilities. Postretirement liabilities contribute to the difference between the Company’s revenue multiple and revenue multiples of companies comparable to the reporting
units. The Company’s enterprise value, based on selected multiples noted in our response to Comment 1, of $982,614, when adjusted for the postretirement liabilities of $2,140,600 would be $3,123,214. This gross enterprise value
compared to the enterprise value calculated below of $2,752,015 would infer a 13.5% control premium.

 In the following analysis, postretirement liabilities
are considered in estimating the enterprise value of the reporting units to facilitate comparison to selected guideline public companies.

(in thousands)

 Enterprise value based on current market capitalization at September 30,
2015:

 Common shares outstanding

49,934

 Closing share price

11.90

 Market capitalization

594,215

 Carrying value of postretirement liabilities

2,140,600

 Carrying value of debt

310,300

 Cash balances

(293,100
)

2,157,800

 Enterprise value (a)

2,752,015

 Projected revenue (b)

3,050,000

 Revenue multiple (a)/(b)

0.90

a

b

c=a*b

d

c-d

 Reporting unit

Reporting unit
revenue

Implied
reporting
unit
revenue
multiple

Reporting unit
fair values at
current market
capitalization

Reporting unit net
asset (liability)
carrying value -
excluding
postretirement
liabilities

Headroom at
9/30/2015 market
capitalization

 Cloud and infrastructure

1,518,538

0.90

1,370,178

472,700

897,478

 Applications

856,617

0.90

772,925

170,700

602,225

 BPO

224,531

0.90

202,594

(173,500
)

376,094

 Technology

450,314

0.90

406,318

236,600

169,718

 Aggregate

3,050,000

0.90

2,752,015

706,500

2,045,515

 This analysis applies the aggregate revenue multiple to each reporting unit for the purpose of calculating headroom. The
magnitude of headroom indicates the relatively wide-range of revenue multiples which could be selected by reporting units (+/- 0.35x). The fair value of reporting unit with the least headroom, Technology, would still exceed carrying value using
a revenue multiple as much as 0.35x less than the company-wide implied revenue multiple, or 0.55x (0.9x-0.35x). Conversely, the fair value of the reporting unit with the most headroom, Cloud & Infrastructure could use a revenue multiple as
much as 0.35x greater than the company-wide implied revenue multiple, or 1.25x (0.9x + 0.35x), with the other reporting units using correspondingly lower multiples to maintain an aggregate multiple of 0.9x with each reporting unit fair value
continuing to exceed carrying value.

 5

 Due to the significant amount by which the fair value of each of the Company’s Services segment reporting
units exceeded their net liabilities, the Company does not expect that a Step 2 analysis, if it were required, would have resulted in a goodwill impairment at October 1, 2015. The Company does not believe that there are material unrecorded
intangible assets within the Services reporting units due to the nature of those businesses. Each of the Services reporting unit’s service offerings are highly customized to suit individual customer IT environments and business
requirements. The resulting technology related intellectual property is owned by those customers. Each of the Services reporting units participate in highly competitive markets. Customer arrangements are generally short term (3 to 5
years) and renewals are frequently competitively bid. The Company has participated in these IT services markets since their inception and operated these services reporting units for decades. The key value drivers are principally the
long-tenured assembled workforce and the geographic reach provided by over 20 thousand IT service professionals working in over 40 countries.

 Application
of the goodwill impairment analysis requires significant judgment. Based on consideration of the weight of evidence of the factors considered above, the Company concluded that it was not more likely than not that goodwill was impaired as of
October 1, 2015.

 Comment 3

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

 Response to Comment 3

As of September 30, 2015 and September 30, 2016 the amount of goodwill allocated to the Company’s Services reporting units is shown below (in thousands of
dollars). The reason for the change from year to year is foreign currency exchange rates.

 Reporting

 Unit

Goodwill
9/30/2015

Goodwill
9/30/2016

 Cloud & Infrastructure

32,200

33,600

 Applications

26,100

27,100

 BPO

10,300

10,700

 Aggregate

68,600

71,400

 6

 Comment 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.

 Response to Comment 4

The requested information as of September 30, 2015 is presented below (in thousands of dollars).

 Cloud &

Inf