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, 2007
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, 2007 and 2006
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, 2007 and 2006, 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, 2007 and 2006, 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, 2007 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, 2008
2
Unisys Savings Plan
Statements of Assets Available for Benefits
December 31
2007 2006
------------------------------------
(In Thousands)
Investments at fair value:
Fidelity Funds $2,000,733 $1,944,548
Unisys Common Stock Funds 76,336 123,054
Unisys Interest Income Fund 314,120 351,996
Participants' Loans 13,421 13,944
Frozen Investment Contracts - 3
------------------------------------
2,404,610 2,433,545
Employer contributions receivable 4,933 2,159
------------------------------------
Assets available for benefits
at fair value 2,409,543 2,435,704
------------------------------------
Adjustment from fair value to
contract value for fully
benefit-responsive investment
contracts (1,194) 3,044
------------------------------------
Assets available for benefits $2,408,349 $2,438,748
====================================
See accompanying notes.
3
Unisys Savings Plan
Statements of Changes in Assets Available for Benefits
Year Ended December 31
2007 2006
------------------------------------
(In Thousands)
Additions:
Investment income:
Interest and dividend income $ 160,616 $ 181,395
Net appreciation in fair value of
investments 19,615 92,047
------------------------------------
180,231 273,442
Contributions:
Employer 49,067 18,354
Employee 90,195 96,738
------------------------------------
139,262 115,092
------------------------------------
Total additions 319,493 388,534
Deductions:
Benefit payments 349,692 334,560
Administrative and other expenses 200 129
------------------------------------
Total deductions 349,892 334,689
------------------------------------
Net (decrease) increase (30,399) 53,845
Assets available for benefits:
Beginning of year 2,438,748 2,384,903
------------------------------------
End of year $2,408,349 $2,438,748
====================================
See accompanying notes.
4
Unisys Savings Plan
Notes to Financial Statements
December 31, 2007
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
eligible 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 or cash, as determined by the
Company in its sole discretion, equal to 100% of the first 6% of eligible
compensation deferred by the participant on a pre-tax basis during 2007. Prior
to 2007, the Company made matching contributions in Company Common Stock equal
to 50% of the first 4% of eligible pay contributed by participants on a pre-tax
basis. The Plan also allows for rollover contributions from eligible retirement
plans as defined under the Internal Revenue Code.
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.
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.
5
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 service, as defined in
the Plan document.
PARTICIPANT LOANS
Participants may borrow from their 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 roll over his or her balance into
an eligible retirement plan as defined under the Internal Revenue Code,
including 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 U.S. generally
accepted accounting principles 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 September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements".
This standard clarifies the definition of fair value for financial reporting,
establishes a framework for measuring fair value and requires additional
disclosures about the use of fair value measurements. FAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
Plan management is currently evaluating the effect that the provisions of FAS
157 will have on the Plan's financial statements.
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 Financial
Accounting Standards Board Staff Position Nos. 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) 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, 2007 and 2006
ranged from 4.97% to 5.04% and 4.74% to 5.22%, 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,
7
semiannually or annually. The average yield on the contracts was 4.88% and
4.70% for 2007 and 2006, 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 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.
3. INVESTMENTS
The Plan's investments at December 31, 2007 and 2006 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 2007 and 2006, the Plan's investments (including investments purchased,
sold, as well as held during the year) appreciated (depreciated) in fair value
as follows:
2007 2006
-------------------------------------
(In Thousands)
Registered Investment Companies $ 64,583 $ 56,072
Unisys Common Stock Funds (46,384) 32,244
Commingled Pool Fund 1,416 3,731
-------------------------------------
$ 19,615 $ 92,047
=====================================
Investments that represent 5% or more of fair value of the Plan's assets are as
follows:
December 31
2007 2006
--------------------------------------
(In Thousands)
Unisys Interest Income Fund
(stated at contract value) $312,926 $355,040
Fidelity Magellan Fund 213,983 208,155
Fidelity Asset Manager Growth Fund 159,237 170,376
Fidelity Asset Manager Fund 157,615 168,960
Fidelity Contra Fund 141,414 132,130
8
Employer matching contributions to the Plan are invested in the Unisys Stock
Fund. Because of a change in Federal law, effective January 1, 2007, the Plan
allows participants the right to move any portion of their account that is
added to the participant's Plan account on or after January 1, 2007 that is
invested in the Unisys Stock Fund, into other investment alternatives under the
Plan. This right extends to all of the Unisys Stock Fund held under the Plan,
except that it applies within limits to the participant's pre-2007 account
balance. Prior to January 1, 2007, the Plan allowed a participant who was age
50 or older to divest up to 100% of their pre-2007 Unisys Stock Fund holdings.
Effective January 1, 2007, Plan participants can divest up to 100% of their pre-
2007 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.
The assets and significant components of the changes in assets relating to the
predominantly non-participant-directed investments are as follows:
December 31
2007 2006
--------------------------------------
(In Thousands)
Investments, at fair value:
Unisys Stock Fund $ 73,315 $117,346
Unisys Common Stock Fund 3,021 5,708
Frozen Investment Contracts - 3
--------------------------------------
$ 76,336 $123,057
======================================
Year Ended December 31
2007 2006
--------------------------------------
(In Thousands)
Changes in assets:
Interest and dividends $ 74 $ 162
Net (depreciation) appreciation in
fair value of investments (46,384) 32,244
Contributions 29,923 16,748
Benefit payments (13,029) (9,999)
Administrative and other expenses (12) (11)
Net transfers (17,293) (14,979)
--------------------------------------
Total $(46,721) $ 24,165
======================================
9
At December 31, 2007, the Plan held 636,968 and 15,282,565 shares of Unisys
Common Stock in the Unisys Common Stock Fund and Unisys Stock Fund,
respectively. 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.
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.
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.
10
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:
December 31
2007 2006
--------------------------------------
(In Thousands)
Assets available for benefits per
the financial statements $2,408,349 $2,438,748
Adjustment to fair value from
contract value for fully benefit-
responsive investment contracts 1,194 (3,044)
--------------------------------------
Assets available for benefits
per the Form 5500 $2,409,543 $2,435,704
======================================
The following is a reconciliation of investment income per the financial
statements to the Form 5500 (in thousands):
Investment income per the financial statements $180,231
Current year adjustment to fair value from contract
value for fully benefit-responsive investment contracts 1,194
Reversal of prior year adjustment to fair value from
contract value for fully benefit-responsive
investment contracts 3,044
---------
Investment income per the Form 5500 $184,469
=========
8. SUBSEQUENT EVENT
On April 18, 2008, the Plan was amended to provide that there shall be no more
than 25 investment funds available under the Plan. This change will take
effect on or after January 1, 2009.
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, 2007
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 $ 14,073,273
Puritan Fund Registered Investment Company 20,923,992
Trend Fund Registered Investment Company 3,311,429
Ginnie Mae Portfolio Fund Registered Investment Company 5,755,666
Magellan Fund Registered Investment Company 213,983,280
Contra Fund Registered Investment Company 141,413,902
Equity Income Fund Registered Investment Company 26,246,471
Growth Company Fund Registered Investment Company 31,999,700
Growth & Income Portfolio Registered Investment Company 26,671,736
Capital & Income Portfolio Fund Registered Investment Company 19,966,360
Value Fund Registered Investment Company 65,934,526
Mortgage Securities Portfolio Fund Registered Investment Company 2,582,962
Government Securities Fund Registered Investment Company 13,279,828
Independence Fund Registered Investment Company 12,075,419
Over-The-Counter Portfolio Fund Registered Investment Company 13,056,185
Overseas Fund Registered Investment Company 12,499,947
Europe Fund Registered Investment Company 13,005,565
Pacific Fund Registered Investment Company 10,746,678
Real Estate Investment Portfolio
Fund Registered Investment Company 18,635,589
Balanced Fund Registered Investment Company 50,311,502
International Growth & Income Fund Registered Investment Company 20,845,173
Capital Appreciation Fund Registered Investment Company 16,610,523
Conv. Securities Fund Registered Investment Company 15,650,767
Canada Fund Registered Investment Company 36,900,343
Utilities Fund Registered Investment Company 17,975,183
Blue Chip Fund Registered Investment Company 43,383,980
Asset Manager Fund Registered Investment Company 157,615,327
Disciplined Equity Fund Registered Investment Company 6,810,430
Low-Priced Fund Registered Investment Company 59,380,962
Worldwide Fund Registered Investment Company 7,792,861
Equity Income II Fund Registered Investment Company 32,072,499
Stock Selector Fund Registered Investment Company 6,560,583
Asset Manager Growth Fund Registered Investment Company 159,236,823
Emerging Markets Fund Registered Investment Company 29,778,585
Aggressive Growth Fund Registered Investment Company 19,774,019
Diversified International Fund Registered Investment Company 61,065,866
Asset Manager Income Fund Registered Investment Company 30,032,120
Diversified Growth Fund Registered Investment Company 26,615,347
New Markets Income Fund Registered Investment Company 19,070,635
Export & Multinational Fund Registered Investment Company 16,713,568
Global Balanced Fund Registered Investment Company 4,528,771
Aggressive International Fund Registered Investment Company 3,794,563
Small Capital Stock Fund Registered Investment Company 21,162,070
Mid-Capital Stock Fund Registered Investment Company 34,865,359
Large-Capital Stock Fund Registered Investment Company 5,247,996
Discovery Registered Investment Company 4,200,259
Europe Capital Appreciation
Stock Fund Registered Investment Company 9,432,137
Asset Manager Aggressive Registered Investment Company 3,706,985
Latin America Fund Registered Investment Company 50,534,476
Japan Fund Registered Investment Company 5,154,297
Southeast Asia Fund Registered Investment Company 32,719,656
Strategic Income Registered Investment Company 12,478,639
Freedom Income Fund Registered Investment Company 1,233,514
Freedom 2000 Fund Registered Investment Company 1,183,670
Freedom 2010 Fund Registered Investment Company 14,806,532
Freedom 2020 Fund Registered Investment Company 18,082,668
Freedom 2030 Fund Registered Investment Company 9,512,332
Spartan Total Market Index Fund Registered Investment Company 13,506,005
Spartan Extended Market Index Fund Registered Investment Company 7,351,738
Spartan International Market
Index Fund Registered Investment Company 6,916,575
Fifty Fund Registered Investment Company 11,343,678
U.S. Bond Index Portfolio Fund Registered Investment Company 19,194,633
Institutional Short-Intermediate
Government Portfolio Registered Investment Company 1,882,627
Inflation Pro Bond Registered Investment Company 3,526,722
FID Freedom 2040 Registered Investment Company 2,905,428
----------------
1,799,630,934
*Fidelity Institutional Funds:
Institutional Money Market Fund Fidelity Institutional Fund 119,156,621
FMTC Short Duration Pool Fidelity Institutional Fund 3,313,066
FMTC Broad Market Duration Pool Fidelity Institutional Fund 5,939,049
FMTC Intermediate Duration Pool Fidelity Institutional Fund 6,929,239
----------------
135,337,975
*Fidelity Money Market Funds:
Retirement Money Market Portfolio
Fund Registered Investment Company 2,056,850
Retirement Gov't. Money Market
Portfolio Fund Registered Investment Company 39,633,084
----------------
41,689,934
*Fidelity U.S. Equity Index
Commingled Pool Fund Commingled Pool Fund 24,074,102
----------------
Total Fidelity Funds 2,000,732,945
*Unisys Common Stock Funds:
Unisys Common Stock Fund 636,968 shares of Common Stock Fund $ 6,024,397 3,021,311
Unisys Stock Fund 15,282,565 shares of Common Stock Fund 162,283,277 73,314,675
----------------
Total Unisys Common Stock Funds 76,335,986
*Unisys Interest Income Fund:
Fidelity STIF Cash Portfolio; 4.97% 1,632,364
JP Morgan Chase #AUNISYS-2-07; 5.03% 78,048,305
AIG Financial Products #944763; 5.03% 78,146,441
Rabobank Nederland #UNI040701; 5.03% 78,146,441
State Street #107009; 5.04% 78,146,441
----------------
Total Unisys Interest Income Fund 314,119,992
*Participants' Loans Interest rates from 4.75% to 10.50% 13,420,873
Frozen Investment Contracts 368 368
----------------
Total $2,404,610,164
================
* 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, 2008 By: /s/ Janet B. Haugen
--------------------------
Janet B. Haugen
Senior Vice President and
Chief Financial Officer
13
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
23 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-142695 and Form S-8 No. 333-110019) pertaining to the Unisys
Savings Plan of Unisys Corporation of our report dated June 26, 2008, with
respect to the financial statements and schedule of the Unisys Savings Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 2007.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 26, 2008