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United States securities and exchange commission logo
August 31, 2022
Peter Altabef
Chair and Chief Executive Officer
Unisys Corporation
801 Lakeview Drive
Blue Bell, Pennsylvania 19422
Re: Unisys Corporation
Form 10-K for the
fiscal year ended December 31, 2021
Filed February 22,
2022
Form 8-K furnished
August 3, 2022
File No. 001-08729
Dear Mr. Altabef:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments 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
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Consolidated Financial Statements
Note 1 - Summary of significant accounting policies
Revenue recognition, page 42
1. We note your disclosure
that managed services, application management, business process
outsourcing and other
cloud-based services arrangements, generally consist of a single
performance obligation
comprised of services that are substantially the same, have the
same pattern of
transfer but that the promise to transfer the individual services is not
separately identifiable
from other promises in the contracts and, therefore, is not distinct.
This differs from your
prior disclosures and your responses to comments 3 and 5 of your
letter dated April 18,
2019 which appear to indicate that these services were distinct and
that you were applying
the series guidance. Supplementally explain what has changed,
why the series guidance
is no longer applied and tell us what accounting guidance you
Peter Altabef
FirstName LastNamePeter Altabef
Unisys Corporation
Comapany
August 31, NameUnisys
2022 Corporation
August
Page 2 31, 2022 Page 2
FirstName LastName
have applied when determining these services are not distinct and
should be combined
into one performance obligation.
2. Further explain how you generate revenues from application management
services (i.e.,
nature of services provided and the material terms of the contracts
with your customers)
and how the criteria of ASC 606 is applied. Refer to ASC 606-10-25-14
through 25-22.
Note 8 - Income taxes, page 52
3. You disclose on page 22 that the change in income taxes from fiscal
2020 to 2021 is
primarily due to a $51.5 million benefit related to the pension plan
settlement losses.
However, based on the reconciliation of your effective tax rate on
page 52, there appears
to be other factors that contributed to the change in your tax
provision (benefit) during this
period. Please revise to include a quantitative discussion in your
MD&A of each of the
factors that contributed significantly to your tax provision (benefit)
and discuss any
material items that are not expected to impact your effective tax rate
in the future. Refer
to Item 303 of Regulation S-K. In addition, revise your footnote
disclosures to include a
discussion of any significant reconciling items as well as to provide
additional insight into
the offsetting items that effected the valuation allowance as noted on
page 53.
Note 21 - Segment information, page 76
4. We note that a significant amount of the company s revenue is
derived from international
operations. Tell us whether any individual foreign county included
within the other
foreign revenue category is material and how you considered the
guidance in ASC 280-
10-50-41(a) to disclose those revenues.
Note 22 - Remaining performance obligations, page 79
5. We note your disclosure here and on page 23 of your Form 10-Q for the
quarterly period
ended June 30, 2022. Please revise to disclose in what periods you
expect to recognize
the additional remaining performance obligations and how your current
disclosures reflect
the appropriate time bands for your arrangements. In this regard, we
note that you only
disclose here the amount to be recognized in 2022 and in the Form 10-Q
you only
disclose amounts to be recognized in 2022 and 2023. Refer to ASC
606-10-50-13(b).
Form 8-K furnished August 3, 2022
2022 Financial Guidance, page 3
6. Please revise to include a quantitative reconciliation of your FY 2022
financial
guidance non-GAAP measures to the most directly comparable GAAP
measures, or
include a statement that such reconciliation is not practicable
without unreasonable effort.
Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of
the Non-GAAP
Compliance and Disclosure Interpretations.
Peter Altabef
Unisys Corporation
August 31, 2022
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or
Christine
Dietz, Senior Staff Accountant at 202-551-3408 with any questions.
FirstName LastNamePeter Altabef Sincerely,
Comapany NameUnisys Corporation
Division of
Corporation Finance
August 31, 2022 Page 3 Office of Technology
FirstName LastName