Sec Form 40-F - Registration Statement/annual Report (Page 12 of 17) in pdf

Payments due by period

-------------------------------------------------------------

less

than 1 1-3

3-5

than 5

Contractual Obligations

Total

year

years

[Long-Term Debt Obligations]

[Capital (Finance) Lease Obligations]

[Operating Lease Obligations]

[Purchase Obligations]

[Other Long-Term Liabilities Reflected on the

Company's Balance Sheet under the GAAP of

the primary financial statements]

--------

-------

-----------

Total

(ii) As used in this General Instruction B.(12), the term purchase obligation means an agreement to purchase goods or

services that is enforceable and legally binding on the registrant that specifies all significant terms, including: fixed or

minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the

transaction.

(13)

Safe harbor.

(i) The safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act

(“statutory safe harbors”) shall apply to forward-looking information provided pursuant to General Instruction B.(11)

and (12) of this Form 40-F, provided that the disclosure is made by: an issuer; a person acting on behalf of the issuer;

an outside reviewer retained by the issuer making a statement on behalf of the issuer; or an underwriter, with respect

to information provided by the issuer or information derived from information provided by the issuer.

(ii) For purposes of paragraph (i) of this General Instruction B.(13) only, all information required by General Instruction

B.(11) and (12) of this Form 40-F is deemed to be a “forward looking statement” as that term is defined in the statutory

safe harbors, except for historical facts.

(iii) With respect to General Instruction B.(11), the meaningful cautionary statements element of the statutory safe harbors

will be satisfied if a registrant satisfies all requirements of that same General Instruction B.(11).

Instructions

1. No obligation to make disclosure under General Instruction B.(11) shall arise in respect of an off-balance sheet arrangement

until a definitive agreement that is unconditionally binding or subject only to customary closing conditions exists or, if there

is no such agreement, when settlement of the transaction occurs.

2. Registrants should aggregate off-balance sheet arrangements in groups or categories that provide material information in

an efficient and understandable manner and should avoid repetition and disclosure of immaterial information. Effects that

are common or similar with respect to a number of off-balance sheet arrangements must be analyzed in the aggregate to the

extent the aggregation increases understanding. Distinctions in arrangements and their effects must be discussed to the

extent the information is material, but the discussion should avoid repetition and disclosure of immaterial information.

3. For purposes of paragraph General Instruction B.(11) only, contingent liabilities arising out of litigation, arbitration or

regulatory actions are not considered to be off-balance sheet arrangements.

4. Generally, the disclosure required by General Instruction B.(11) shall cover the most recent fiscal year. However, the

discussion should address changes from the previous year where such discussion is necessary to an understanding of the

disclosure.

5. In satisfying the requirements of General Instruction B.(11), the discussion of off-balance sheet arrangements need not

repeat information provided in the footnotes to the financial statements, provided that such discussion clearly cross-

references to specific information in the relevant footnotes and integrates the substance of the footnotes into such

discussion in a manner designed to inform readers of the significance of the information that is not included within the body

of such discussion.

6. The registrant is not required to include the table required by General Instruction B.(12) for interim periods. Instead, the

registrant should disclose material changes outside the ordinary course of the registrant’s business in the specified

contractual obligations during the interim period.

7. Except for “purchase obligations,” the contractual obligations in the table required by General Instruction B.(12) should

be based on the classifications used in the generally accepted accounting principles under which the registrant prepares

its primary financial statements. If the generally accepted accounting principles under which the registrant prepares its

primary financial statements do not distinguish between capital (finance) leases and operating leases, then present all leases

under one category.

Sec Form 40-F - Registration Statement/annual Report Page 12

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