The SEC has adopted new rules requiring the disclosure, in tabular form, of aggregate contractual obligations.

A. Aggregate Contractual Obligations Disclosure

The new disclosure must be located in the Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section of SEC disclosure documents. The rules do not change the current disclosure requirements of generally accepted accounting principles ("GAAP") or the disclosure requirements for financial statements and the related footnotes.

Amendments to the MD&A rules require tabular disclosure of a registrant's known contractual obligations as of the latest fiscal year end balance sheet date. The tabular presentation should include at least the periods of less than one year, one to three years, three to five years and more than five years.

The table must provide amounts of the following types of contractual obligations, aggregated by type:

• Long-term debt obligations;
• Capital leases obligations;
• Operating leases obligations;
• Purchase obligations; and
• Other long-term liabilities reflected on the registrant's balance sheet under the registrant's applicable GAAP.

The tabular presentation should 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 contractual obligations.

The rules define the first three categories by reference to US GAAP accounting pronouncements. The fourth category, "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. If the purchase obligations are subject to variable price provisions, then the registrant must provide estimates of the payments due and appropriate footnotes. The purchase obligations category is meant to capture the registrant's capital expenditures for purchases of goods or services over a five-year period. Disclosure of the amounts of a registrant's purchase obligations should be made without regard to whether notes or other commercial instruments will be used to satisfy such obligations because those instruments could have a significant effect on the registrant's liquidity.

A registrant is not required to include the table for interim periods. Instead, a registrant should disclose material changes outside the ordinary course of the registrant's business in the specified contractual obligations during the interim period by including a discussion of the relevant changes.

B. Format

The format of the table should be in substantially the same form as provided below:

Payments due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	More than 5 years
Long-Term Debt
Capital Lease obligations
Operating Leases
Purchase Obligations
Other Long-Term Liabilities Reflected on the registrant's Balance Sheet under GAAP
Total

C. Safe Harbor for Forward-Looking Information

To reduce the burden of estimating the payments due under contractual obligations, the rules include a safe harbor for forward-looking information. The safe harbor explicitly applies the existing statutory safe harbor protections to forward-looking information that would be required to be disclosed by the new rules. The adopted safe harbor language specifies that, except for historical facts, all information called for regarding management's analysis of the material effects of off-balance sheet arrangements and the discussion of the effects of the termination or reduction of off-balance sheet arrangements would be deemed to be a "forward-looking statement" as that term is defined in the statutory safe harbors.

Effective Date. The aggregate contractual obligations disclosure must be included in registration statements, annual reports and proxy or information statements that are required to include financial statements for fiscal years ending on or after December 15, 2003.

The foregoing is meant to be a summary only. As with any discussion of the law, certain exceptions may apply to specific questions. Please call Ted Tashlik or Martin Goldwyn to discuss any specific matters.