SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _____________.
Commission file number 1-8729
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
UNISYS SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
UNISYS CORPORATION
Unisys Way
Blue Bell, Pennsylvania 19424
REQUIRED INFORMATION
Unisys Savings Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 2006 and 2005
with Report of Independent Registered Public Accounting Firm
CONTENTS
Report of Independent Registered Public Accounting Firm 1
Audited Financial Statements:
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 11
Exhibit Index 13
1
Report of Independent Registered Public Accounting Firm
To the Plan Administrator of
Unisys Savings Plan
We have audited the accompanying statements of assets available for benefits of
the Unisys Savings Plan as of December 31, 2006 and 2005, and the related
statements of changes in assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged to
perform an audit of the Plan's internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Plan's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at
December 31, 2006 and 2005, and the changes in its assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule
of assets (held at end of year) as of December 31, 2006 is presented for
purposes of additional analysis, and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 26, 2007
2
Unisys Savings Plan
Statements of Assets Available for Benefits
December 31
2006 2005
------------------------------------------------
(In Thousands)
Investments at fair value:
Fidelity Funds $1,944,548 $1,880,392
Unisys Common Stock Funds 123,054 98,890
Unisys Interest Income Fund 351,996 386,425
Participants' Loans 13,944 14,518
Frozen Investment Contracts 3 3
---------------------------------------------
2,433,545 2,380,228
Employer contributions receivable 2,159 2,191
---------------------------------------------
Assets available for benefits
at fair value 2,435,704 2,382,419
---------------------------------------------
Adjustment from fair value to
contract value for fully
benefit-responsive investment
contracts 3,044 2,484
---------------------------------------------
Assets available for benefits $2,438,748 $2,384,903
=============================================
See accompanying notes.
3
Unisys Savings Plan
Statements of Changes in Assets Available for Benefits
Year ended December 31
2006 2005
---------------------------------------------
(In Thousands)
Additions:
Interest and dividend income $ 181,395 $ 90,817
Contributions:
Employer 18,354 18,847
Employee 96,738 95,108
---------------------------------------------
115,092 113,955
---------------------------------------------
Total additions 296,487 204,772
Deductions:
Benefit payments 334,560 239,078
Administrative and other
expenses 129 91
---------------------------------------------
Total deductions 334,689 239,169
Net appreciation/(depreciation)
in fair value of investments 92,047 (3,285)
---------------------------------------------
Net increase/(decrease) 53,845 (37,682)
Assets available for benefits
at fair value:
Beginning of year 2,384,903 2,422,585
---------------------------------------------
End of year $2,438,748 $2,384,903
=============================================
See accompanying notes.
4
Unisys Savings Plan
Notes to Financial Statements
December 31, 2006
1. PLAN DESCRIPTION
The Unisys Savings Plan (the Plan) is a defined contribution plan that covers
non-bargaining employees paid from a United States payroll of Unisys
Corporation (the Company) and bargaining unit employees whose collective
bargaining agreement provides for participation in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA).
Participants should refer to the Plan document, summary plan description and
their respective bargaining unit agreement, if applicable, for complete
information.
CONTRIBUTIONS
Each plan year, participants may contribute up to 30% or 18% of their pretax
compensation up to the prescribed Internal Revenue Code limit, depending on
their classification as a non-highly compensated or highly compensated
employee, respectively. Participants who are age 50 or older and meet certain
other Plan requirements regarding contributions may make catch-up contributions
to the Plan. Participants may also make after-tax contributions up to 6% of
their eligible compensation. The Company makes a nondiscretionary matching
contribution in Company Common Stock equal to 50% of the first 4% of eligible
compensation deferred by the participant during 2006 and 2005. The Plan also
allows for rollover contributions from other qualified defined contribution
plans.
On March 17, 2006, the Company adopted changes to the Plan whereby, effective
January 1, 2007, the Company will increase its matching contribution to 100% of
the first 6% of eligible pay contributed by participants, an increase from the
current matching contribution of 50% of the first 4% of eligible pay
contributed by participants. Matching contributions may be made in the form of
Company common stock or cash, as determined by the Company in its sole
discretion.
INVESTMENT OPTIONS
Participants may elect to have their current contributions and existing account
balances invested in certain investment options offered and managed by Fidelity
Management & Research Company and Fidelity Management Trust Company (Fidelity).
Information regarding the investment options is provided to each participant
through electronic media, or printed media upon request, and prepared materials
provided by the Company and in each investment fund's prospectus made available
by Fidelity.
5
1. PLAN DESCRIPTION (continued)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions,
matching contributions from the Company and allocations of Plan earnings, and
is charged with an allocation of administrative expenses. Allocations are based
on participant earnings or account balances, as defined in the Plan document.
The benefit to which a participant is entitled is equal to the vested portion
of his or her account.
VESTING AND FORFEITURES
Plan participants who were actively employed on January 1, 2000 or later are
immediately vested in their account balances at all times. Before January 1,
2000, participants were fully vested after five years of services, as defined
in the Plan document.
PARTICIPANT LOANS
Participants may borrow from their fund accounts up to a maximum equal to the
lesser of: (i) the lesser of $50,000 or 50% of their vested account balance;
and (ii) the greater of $10,000, or one-half of the value of the vested portion
of the employee's accounts under all plans maintained by the Company and all
affiliates. Loan terms range from one to five years, or up to 15 years for the
purchase of a primary residence. The loans are secured by the balance in the
participant's account and bear interest at a fixed rate of interest that is
commercially reasonable, as determined by the Plan Manager. A participant may
not have more than one loan outstanding. Principal and interest is paid ratably
through payroll deductions.
PAYMENT OF BENEFITS
On termination of service, a participant may receive a lump-sum amount equal to
the balance of his or her account or elect to rollover his or her balance into
another qualified plan the terms of which permit the acceptance of rollover
distributions. Upon death, disability or retirement, a participant may elect to
receive payments in the form of an annuity or annual installments payable to
the participant or his or her estate over a period no greater than the joint
life expectancy of the participant and his or her beneficiary. Plan
participants also may receive in-service withdrawals in certain circumstances
as defined in the Plan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its matching contributions and/or to terminate
the Plan at any time subject to the provisions of ERISA. In the event of Plan
termination, participants remain 100% vested in their accounts.
6
2. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
NEW ACCOUNTING PRONOUNCEMENT
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the FSP). The FSP defines the circumstances in which an
investment contract is considered fully benefit responsive and provides certain
reporting and disclosure requirements for fully benefit responsive investment
contracts in defined contribution, health and welfare and pension plans. The
financial statement presentation and disclosure provisions of the FSP are
effective for financial statements issued for annual periods ending after
December 15, 2006 and are required to be applied retroactively to all prior
periods presented for comparative purposes. The Plan has adopted the provisions
of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying Statements of Assets
Available for Benefits include fully benefit responsive investment contracts
recognized at fair value. AICPA Statement of Position 94-4-1, Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans, as amended, requires fully benefit responsive
investment contracts to be reported at fair value in the Plan's statement of
assets available for benefits with a corresponding adjustment to reflect these
investments at contract value. The requirements of the FSP have been
applied retroactively to the statement of assets available for benefits as of
December 31, 2005 presented for comparative purposes. Adoption of the FSP had
no effect on the statement of changes in assets available for benefits for any
period presented.
7
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices, which represent net
asset values of shares held by the Plan at year-end. The fair value of the
participation units owned in the commingled pool fund are based on quoted
redemption values on the last business day of the plan year. Shares of Unisys
common stock are valued at the closing market price on the last day of the plan
year. Participant loans are valued at their outstanding balances, which
approximate fair value.
The Unisys Interest Income Fund is presented at fair value and includes
investments in synthetic guaranteed investment contracts issued principally by
insurance companies and financial institutions which are also stated at
contract value as estimated by the issuer as provided in the FSP for fully
benefit-responsive contracts. The guaranteed investment contract issuer is
contractually obligated to repay the principal and a specified interest rate
that is guaranteed to the Plan. Contract value represents contributions and
reinvested income, less any withdrawals plus accrued interest, because these
investments have fully benefit-responsive features. All participant-initiated
transactions with the fund are permitted at contract value. Withdrawals may
not be transferred to competing (short-term bond) funds for 90 days. No other
conditions, limits, or restrictions apply to participant-initiated transactions
to or from the Interest Income Fund. However, withdrawals influenced by
Company-initiated events, such as in connection with the sale of a business,
may result in a distribution at other than contract value. No reserves have
been provided or are considered necessary against contract values for credit
risk of contract issuers or otherwise. Crediting interest rates as of December
31, 2006 and 2005 ranged from 4.74% to 5.22% and 4.10% to 4.61%, respectively.
Interest rates are set at the time the contract is negotiated and, depending on
the terms of the contract, are fixed through the maturity date or are re-set
quarterly, semiannually or annually. The average yield on the contracts was
4.70% and 4.60% for 2006 and 2005, respectively.
Investments in Frozen Investment Contracts represent the cash balance from
payments made to the Plan from the Conservation Estate of the Executive Life
Insurance Company (ELIC) and from state guaranty associations in settlement of
claims made by the Plan as a result of the insolvency of ELIC. The remaining
cash balance at December 31, 2006 represents amounts that will be allocated to
Plan participants or applied to pay administrative expenses of the Plan.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is reported on the accrual basis. Dividends are recorded on the ex-
dividend date.
8
3. INVESTMENTS
The Plan's investments at December 31, 2006 and 2005 were held in trusts with
Fidelity Management Trust Company and Wachovia Bank N.A., each of which was
established for the investment of the Plan's assets.
During 2006 and 2005, the Plan's investments (including investments purchased,
sold, as well as held during the year) appreciated (depreciated) in fair value
as follows (in thousands):
2006 2005
---------------------------------------
Registered Investment Companies $56,072 $66,057
Unisys Common Stock Funds 32,244 (70,606)
Commingled Pool Fund 3,731 1,264
---------------------------------------
$92,047 $(3,285)
=======================================
Investments that represent 5% or more of fair value of the Plan's assets are as
follows (in thousands):
December 31
2006 2005
---------------------------------------
Unisys Interest Income Fund $355,040 $388,909
Fidelity Magellan Fund 208,155 231,906
Fidelity Asset Manager Fund 168,960 180,866
Fidelity Asset Manager Growth Fund 170,376 181,694
Fidelity Contra Fund 132,130 128,402
Employer matching contributions to the Plan are invested in the Unisys Stock
Fund. Because of a change in Federal law, for plan years beginning after
December 31, 2006, the Plan must allow participants the right to move any
portion of their account that is added to the participant's Plan account after
2006 that is invested in Unisys Stock Fund, into other investment alternatives
under the Plan. This right extends to all of Unisys Stock Fund held under the
Plan, except that it applies within limits to participant's pre-2007 account
balance. The Plan presently allows a participant who is age 50 or older to
divest up to 100% of their pre-2007 Unisys Stock Fund holdings. Effective
January 1, 2007, Plan participants will be able to divest up to 100% of their
holdings in the Unisys Stock Fund as of January 1st of the calendar year in
which the participant turns age 50. In accordance with the transition
provisions of the new Federal law, Plan participants under age 50 with at least
three years of service will be allowed to divest their pre-2007 Unisys Stock
Fund balance as follows: beginning January 1, 2007, 33% of the shares owned
prior to 2007; January 1, 2008, 66% of the shares owned prior to 2007; and
January 1, 2009, 100% of the shares owned prior to 2007.
9
3. INVESTMENTS (continued)
The assets and significant components of the changes in assets relating to the
predominantly non-participant-directed investments are as follows (in
thousands):
December 31
2006 2005
---------------------------------------
Investments, at fair value:
Unisys Stock Fund $117,346 $94,032
Unisys Common Stock Fund 5,708 4,858
Frozen Investment Contracts 3 3
---------------------------------------
Total $123,057 $98,893
=====================================
Year ended December 31
2006 2005
---------------------------------------
Changes in assets:
Interest and dividends $ 162 $ 95
Net appreciation/(depreciation) in
fair value of investments 32,244 (70,606)
Contributions 16,748 17,987
Benefit payments (9,999) (7,528)
Administrative and other expenses (11) (11)
Net transfers (14,979) (9,180)
---------------------------------------
Total $24,165 $(69,243)
=======================================
At December 31, 2006, the Plan held 724,749 and 14,856,698 shares of Unisys
Common Stock in the Unisys Common Stock Fund and Unisys Stock Fund,
respectively. At December 31, 2005, the Plan held 830,144 and 15,950,068 shares
of Unisys Common Stock in the Unisys Common Stock Fund and Unisys Stock Fund,
respectively.
4. TAX STATUS OF THE PLAN
The Plan has received a determination letter from the Internal Revenue Service
dated September 25, 2002, stating that the Plan is qualified under Section
401(a) of the Internal Revenue Code (the Code) and, therefore, the related
trusts are exempt from taxation. Subsequent to this determination by the
Internal Revenue Service, the Plan was amended and restated. Once qualified,
the Plan is required to operate in conformity with the Code to maintain its
qualification. The plan sponsor has indicated that it will take the necessary
steps, if any, to bring the Plan's operations into compliance with the Code.
10
5. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due
to the level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statements of
assets available for benefits.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of registered investment companies managed
by Fidelity Management Trust Company, the Trustee. The Plan also holds shares
of common stock of the Company. These transactions qualify as party-in-interest
transactions and are exempt from the prohibited transaction rules.
7. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of assets available for benefits per the
financial statements to the Form 5500 (in thousands):
December 31
2006 2005
---------------------------------------
Assets available for benefits per
the financial statements $2,438,748 $2,384,903
Adj. to fair value from contract
value for fully-benefit responsive
investment contracts (3,044) -
----------------------------------------
Assets available for benefits per
the Form 5500 $2,435,704 $2,384,903
========================================
The following is a reconciliation of investment income per the financial
statements to the Form 5500 (in thousands):
Investment income per the
financial statements $273,442
Adj. to fair value from contract value
for fully-benefit responsive
investment contracts (3,044)
------------
Investment income per the Form 5500 $270,398
============
11
Supplemental Schedule
Unisys Savings Plan
EIN: 38-0387840 Plan: 004
Schedule H, Line 4i-Schedule of Assets
(Held at End of Year)
December 31, 2006
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par, or
Lessor or Similar Party Maturity Value Cost** Current Value
-------------------------------------------------------------------------------------------------------------------
*Fidelity Funds:
Fidelity Fund Registered Investment Company $ 13,390,681
Puritan Fund Registered Investment Company 21,948,531
Trend Fund Registered Investment Company 2,948,482
Ginnie Mae Portfolio Fund Registered Investment Company 6,401,236
Magellan Fund Registered Investment Company 208,154,523
Contra Fund Registered Investment Company 132,130,395
Equity Income Fund Registered Investment Company 27,078,389
Growth Company Fund Registered Investment Company 30,078,380
Growth & Income Portfolio Registered Investment Company 33,137,591
Capital & Income Portfolio Fund Registered Investment Company 16,124,914
Value Fund Registered Investment Company 75,783,372
Mortgage Securities Portfolio Fund Registered Investment Company 3,583,788
Government Securities Fund Registered Investment Company 11,171,808
Independence Fund Registered Investment Company 8,811,276
Over-The-Counter Portfolio Fund Registered Investment Company 10,972,907
Overseas Fund Registered Investment Company 11,048,200
Europe Fund Registered Investment Company 13,657,297
Pacific Fund Registered Investment Company 9,291,485
Real Estate Investment Portfolio
Fund Registered Investment Company 39,982,246
Balanced Fund Registered Investment Company 43,117,915
International Growth & Income Fund Registered Investment Company 16,096,474
Capital Appreciation Fund Registered Investment Company 17,518,465
Conv. Securities Fund Registered Investment Company 11,350,826
Canada Fund Registered Investment Company 26,651,817
Utilities Fund Registered Investment Company 16,023,844
Blue Chip Fund Registered Investment Company 46,866,242
Asset Manager Fund Registered Investment Company 168,959,821
Disciplined Equity Fund Registered Investment Company 6,324,731
Low-Priced Fund Registered Investment Company 73,313,488
Worldwide Fund Registered Investment Company 7,008,627
Equity Income II Fund Registered Investment Company 36,440,736
Stock Selector Fund Registered Investment Company 6,586,677
Asset Manager Growth Fund Registered Investment Company 170,376,040
Emerging Markets Fund Registered Investment Company 19,669,503
Aggressive Growth Fund Registered Investment Company 20,308,006
Diversified International Fund Registered Investment Company 55,294,516
Asset Manager Income Fund Registered Investment Company 30,825,041
Diversified Growth Fund Registered Investment Company 32,305,644
New Markets Income Fund Registered Investment Company 23,403,007
Export & Multinational Fund Registered Investment Company 14,500,916
Global Balanced Fund Registered Investment Company 3,101,259
Aggressive International Fund Registered Investment Company 3,589,072
Small Capital Stock Fund Registered Investment Company 21,743,968
Mid-Capital Stock Fund Registered Investment Company 35,828,002
Large-Capital Stock Fund Registered Investment Company 4,446,775
Discovery Registered Investment Company 588,731
Europe Capital Appreciation
Stock Fund Registered Investment Company 9,131,389
Asset Manager Aggressive Registered Investment Company 2,730,017
Latin America Fund Registered Investment Company 35,584,161
Japan Fund Registered Investment Company 7,826,676
Southeast Asia Fund Registered Investment Company 12,409,256
Strategic Income Registered Investment Company 11,286,750
Freedom Income Fund Registered Investment Company 859,274
Freedom 2000 Fund Registered Investment Company 697,806
Freedom 2010 Fund Registered Investment Company 9,422,475
Freedom 2020 Fund Registered Investment Company 12,414,887
Freedom 2030 Fund Registered Investment Company 6,621,226
Spartan Total Market Index Fund Registered Investment Company 11,632,363
Spartan Extended Market Index Fund Registered Investment Company 6,290,547
Spartan International Market
Index Fund Registered Investment Company 5,708,119
Fifty Fund Registered Investment Company 9,002,025
U.S. Bond Index Portfolio Fund Registered Investment Company 17,407,203
Institutional Short-Intermediate
Government. Portfolio Registered Investment Company 1,641,715
Inflation Pro Bond Registered Investment Company 3,499,340
FID Freedom 2040 Registered Investment Company 1,922,442
-----------------
1,754,023,315
*Fidelity Institutional Funds:
Institutional Money Market Fund Fidelity Institutional Fund 106,742,458
FMTC Short Duration Pool Fidelity Institutional Fund 3,649,691
FMTC Broad Market Duration Pool Fidelity Institutional Fund 7,903,367
FMTC Intermediate Duration Pool Fidelity Institutional Fund 6,194,385
-----------------
124,489,901
*Fidelity Money Market Funds:
Retirement Money Market
Portfolio Fund Registered Investment Company 9,481,103
Retirement Gov't. Money Market
Portfolio Fund Registered Investment Company 30,274,480
-----------------
39,755,583
*Fidelity U.S. Equity Index
Commingled Pool Fund Commingled Pool Fund 26,279,227
-----------------
Total Fidelity Funds 1,944,548,026
*Unisys Common Stock Funds:
Unisys Common Stock Fund 724,749 shares of Common Stock Fund $ 6,882,067 5,707,479
Unisys Stock Fund 14,856,698 shares of Common
Stock Fund 174,812,670 117,346,235
-----------------
Total Unisys Common Stock Funds 123,053,714
*Unisys Interest Income Fund:
Fidelity STIF Cash Portfolio; 5.22% 4,726,591
JP Morgan Chase Manhattan Bank #430126; 4.75%; matures 9/12/06 87,230,821
Monumental Life Insurance Company #MDA00134TR; 4.74% 86,679,519
Rabobank Nederland #UNI-129901; 4.74% 86,679,519
UBS AG Act #3041; 4.74% 86,679,519
-----------------
Total Unisys Interest Income Fund 351,995,969
*Participants' Loans Interest rates from 4.75% to 10.50% 13,944,411
Frozen Investment Contracts 2,855 2,855
-----------------
Total $ 2,433,544,975
=================
* Party-in-interest.
** Cost is not applicable for participant-directed investments.
12
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNISYS SAVINGS PLAN
UNISYS CORPORATION
Date: June 26, 2007 By: /s/ Joseph M. Munnelly
--------------------------
Joseph M. Munnelly
Vice President and
Corporate Controller
13
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm