Form 40-F - United States Securities And Exchange Commission (Page 10 of 16) in pdf

Note to Instruction B.(10)

1. You do not need to provide the information called for by this Instruction B.(10) unless you are using this form as an annual report.

(11)

Off-balance sheet arrangements. (i) In a separately-captioned section, discuss the registrant’s off-balance sheet

arrangements that have or are reasonably likely to have a current or future effect on the registrant’s financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that is material to investors. The disclosure shall include the items specified in this General Instruction B.(11)(i)(A), (B),

also include such other information that the registrant believes is necessary for such an understanding.

(A) The nature and business purpose to the registrant of such off-balance sheet arrangements;

(B) The importance to the registrant of such off-balance sheet arrangements in respect of its liquidity, capital resources, market

risk support, credit risk support or other benefits; and

amounts of any interests retained, securities issued and other indebtedness incurred by the registrant in connection with

such arrangements; and the nature and amounts of any other obligations or liabilities (including contingent obligations or

liabilities) of the registrant arising from such arrangements that are or are reasonably likely to become material and the

triggering events or circumstances that could cause them to arise.

(D) Any known event, demand, commitment, trend or uncertainty that will result in or is reasonably likely to result in the

termination, or material reduction in availability to the registrant, of its off-balance sheet arrangements that provide material

benefits to it, and the course of action that the registrant has taken or proposes to take in response to any such circumstances.

(ii) As used in this General Instruction B.(11), the term off-balance sheet arrangement means any transaction, agreement or

other contractual arrangement to which an entity unconsolidated with the registrant is a party, under which the registrant

has:

(A) Any obligation under a guarantee contract that has any of the characteristics identified in paragraph 3 of FASB Interpretation

No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness

of Others (November 2002) (“FIN 45”), as may be modified or supplemented, excluding the types of guarantee contracts

described in paragraphs 6 and 7 of FIN 45;

(B) A retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit,

liquidity or market risk support to such entity for such assets;

(C) Any obligation under a derivative instrument that is both indexed to the registrant’s own stock and classified in stockholders’

equity, or not reflected, in the company’s statement of financial position; or

(D) Any obligation, including a contingent obligation, arising out of a variable interest (as referenced in FASB Interpretation No.

46, Consolidation of Variable Interest Entities (January 2003), as may be modified or supplemented) in an unconsolidated

entity that is held by, and material to, the registrant, where such entity provides financing, liquidity, market risk or credit

risk support to, or engages in leasing, hedging or research and development services with, the registrant.

(12)

Tabular disclosure of contractual obligations. (i) In a tabular format, provide the information specified in this General

Instruction B.(12) as of the latest fiscal year end balance sheet date with respect to the registrant’s known contractual obligations

specified in the table that follows this General Instruction B.(12). The registrant shall provide amounts, aggregated by type

of contractual obligation. The registrant may disaggregate the specified categories of contractual obligations using other

categories suitable to its business, but the presentation must include all of the obligations of the registrant that fall within the

specified categories. A presentation covering at least the periods specified shall be included. The tabular presentation may

be accompanied by footnotes to describe provisions that create, increase or accelerate obligations, or other pertinent data

to the extent necessary for an understanding of the timing and amount of the registrant’s specified contractual obligations.

Form 40-F - United States Securities And Exchange Commission Page 10