Item 11. Executive Compensation

The information called for by this Item is incorporated by reference to the information under the caption “Executive Compensation” appearing in the Proxy Statement. The information contained in the Proxy Statement under the captions “Compensation Committee Report on Executive Compensation” and “Performance Graph” is not incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Except for the Equity Compensation Plan information set forth below, the information called for by this Item is incorporated by reference to the information under the caption “Security Ownership of Certain Beneficial Owners and Management” appearing in the Proxy Statement.

Equity Compensation Plan Information

The following table provides information as of December 31, 2003 about our common stock that may be issued upon the exercise of options, warrants and rights under our existing equity compensation plans:

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders.......................................................		10,239,921		$44.85		4,790,768
Equity compensation plans not approved by security holders.......................................................		-		not applicable		1,419,381
Total............................................................................		10,239,921		$44.85		6,210,149

The only equity compensation plan that has not been approved by the Company’s stockholders is the Company’s Employee Stock Purchase Plan, or ESPP.  The ESPP permits employees to purchase the Company’s common stock each calendar quarter through payroll deductions.  The purchase price is 85% of the closing market price on the last business day of the calendar quarter (or, if lower, the closing market price on the first business day of the calendar quarter).  The ESPP authorizes the issuance of 4 million shares of the Company’s common stock.  The number of securities reflected in the table above for the ESPP includes the share allocation for the fourth quarter of 2003, which were issued in January 2004.  The ESPP was adopted prior to the spinoff of the Company in 1996 and, as a result of action taken by the Board in 2001, has a term ending on December 31, 2006.  

Item 13. Certain Relationships and Related Transactions

The information called for by this Item is incorporated by reference to the information under the caption “Certain Relationships and Related Transactions” appearing in the Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information called for by this Item is incorporated by reference to the information under the caption “Ratification of Appointment of PricewaterhouseCoopers LLP” appearing in the Proxy Statement.