68232 Federal Register / Vol. 69, No. 225 / Tuesday, November 23, 2004 / Rules and Regulations 

1 17 CFR 210.3–01.

2 17 CFR 210.3–09.

3 17 CFR 210.3–12.

4 17 CFR 210.1–01 et seq.

5 17 CFR 249.308a.

6 17 CFR 249.310.

7 17 CFR 240.13a–10.

8 17 CFR 240.15d–10.

9 15 U.S.C. 78a et seq.

10 Id.

11Release No. 33–8128 (Sept. 5, 2002)[67 FR 

58480]. On April 8, 2003, we published technical 

amendments to these final rules in Release No. 33–

8128A [67 FR 17880].

12 17 CFR 240.12b–2.

13See Item 101(e) of Regulation S–K [17 CFR 

229.101(e)].

14See Release No. 33–8477 (Aug. 25, 2004) [69 FR 

53550] (the ‘‘Proposing Release’’).

15See Release No. 33–8238 (June 5, 2003) [68 FR 

36636]. See also Release No. 33–8392 (Feb. 24, 

2004) [69 FR 9722].

16 Item 308 of Regulations S–B and S–K [17 CFR 

228.308 and 229.308].

17See letters from Addison, American Bar 

Association (‘‘ABA’’), American Institute of 

Certified Public Accountants (‘‘AICPA’’), American 

Society of Corporate Secretaries (‘‘ASCS’’), 

America’s Community Bankers (‘‘ACB’’), AmSouth 

Bancorporation (‘‘AmSouth’’), Astoria Financial 

Corporation (‘‘Astoria’’), BDO Seidman (‘‘BDO’’), 

Becker & Poliakoff (‘‘Becker’’), Bierce & Kenerson 

(‘‘Bierce’’), BMC Software (‘‘BMC’’), Business 

Roundtable (‘‘BR’’), Central Vermont Public Service 

Corporation (‘‘CVPSC’’); Computer Sciences Corp. 

(‘‘CSC’’), Deloitte & Touche (‘‘Deloitte2’’), Eli Lilly 

and Company (‘‘Eli Lilly’’), Enterprise Products 

(‘‘EP’’), Ernst & Young (‘‘E&Y’’), Federal Signal 

Corporation (‘‘FSC’’), FFLC Bancorp (‘‘FFLC’’), First 

Federal Bancshares of Arkansas (‘‘FFBA’’), 

FirstBank Northwest (‘‘FirstBank’’), Franklin 

Financial Services Corporation (‘‘FFSC’’), Gary 

Bilello, CPA (‘‘Bilello’’), Horizon Organic Dairy 

(‘‘Horizon’’), ICU Medical (‘‘ICU’’), KPMG, 

MAXXAM, MBNA, National Association of Real 

Estate Investment Trusts (‘‘NAREIT’’), New York 

State Bar Association (‘‘NYSBA’’), Paul Allen, CPA 

(‘‘Allen’’), Pfizer, PricewaterhouseCoopers 

(‘‘PWC’’), Protective Life Corporation (‘‘PLC’’), Red 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 210, 240 and 249 

[Release Nos. 33–8507; 34–50684; File No. 

S7–32–04] 

RIN 3235–AJ30 

Temporary Postponement of the Final 

Phase-In Period for Acceleration of 

Periodic Report Filing Dates

AGENCY: Securities and Exchange 

Commission.

ACTION: Final rule.

SUMMARY: We are adopting amendments 

to postpone for one year the final phasein period for acceleration of the due 

dates of quarterly and annual reports 

required to be filed under the Securities 

Exchange Act of 1934 by certain 

reporting companies known as 

‘‘accelerated filers,’’ which are issuers 

that have a public float of at least $75 

million, that have been subject to the 

Exchange Act’s reporting requirements 

for at least 12 calendar months, that 

previously have filed at least one annual 

report, and that are not eligible to file 

their quarterly and annual reports on 

Forms 10–QSB and 10–KSB.

DATES: Effective December 23, 2004.

FOR FURTHER INFORMATION CONTACT:

Jennifer G. Williams, Attorney-Advisor, 

Office of Rulemaking, Division of 

Corporation Finance, at (202) 942–2910, 

U.S. Securities and Exchange 

Commission, 450 Fifth Street, NW., 

Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are 

adopting amendments to Rules 3–01,1

3–09 2 and 3–12 3 of Regulation S–X,4

and Forms 10–Q 5 and 10–K,6 as well as 

Rules 13a–10 7 and 15d–10,8 under the 

Securities Exchange Act of 1934.9

I. Introduction 

On September 5, 2002, we adopted 

amendments to certain rules and forms 

to accelerate the filing of quarterly, 

annual and transition reports under the 

Securities Exchange Act of 1934 10 by 

reporting companies that are 

‘‘accelerated filers.’’ 11 Exchange Act 

Rule 12b–2 12 defines an ‘‘accelerated 

filer’’ to mean an issuer after it first 

meets the following conditions as of the 

end of its fiscal year:

• The issuer has a public float of $75 

million or more as computed on the last 

business day of the issuer’s most 

recently completed second fiscal 

quarter; 

• The issuer has been subject to 

Exchange Act reporting requirements for 

at least 12 calendar months; 

• The issuer has filed at least one 

annual report; and 

• The issuer is not eligible to use 

Forms 10–KSB and 10–QSB for its 

annual and quarterly reports.

We also adopted changes to related 

rules governing the timeliness of 

financial information in Commission 

filings, such as Securities Act 

registration statements and proxy 

statements and information statements 

under Section 14 of the Exchange Act. 

We originally determined to phase-in 

the accelerated filing deadlines over a 

three-year period in an effort to balance 

the market’s need for information with 

the time companies need to prepare that 

information without undue burden. In 

our September 2002 adopting release, 

we stated that a phase-in period would 

allow a greater transition period for 

companies to adjust their reporting 

schedules and to develop efficiencies to 

ensure that the quality and accuracy of 

reported information would not be 

compromised. 

Year one of the phase-in period began 

for accelerated filers with fiscal years 

ending on or after December 15, 2002. 

During year one, the annual report 

deadline remained at 90 days after fiscal 

year end, and the quarterly report 

deadline remained at 45 days after the 

end of a quarter, but accelerated filers 

became subject to new disclosure 

requirements concerning website access 

to their Exchange Act reports.13 In year 

two, the deadline for annual reports 

filed for fiscal years ending on or after 

December 15, 2003 was accelerated to 

75 days and the deadline for the three 

subsequently filed quarterly reports was 

accelerated to 40 days. We currently are 

in year two of the phase-in period.

In year three, the annual report 

deadline was to become further 

accelerated to 60 days with respect to 

annual reports filed for fiscal years 

ending on or after December 15, 2004, 

and the deadline for the three 

subsequently filed quarterly reports was 

to change to 35 days. This would have 

completed the phase-in, with the 60-day 

and 35-day deadlines remaining in 

place for all subsequent periods. 

II. Proposing Release 

On August 25, 2004, we published for 

comment a proposal to postpone for one 

year the final phase-in period for 

acceleration of the filing deadlines of 

annual and quarterly reports filed by 

‘‘accelerated filers,’’ as defined in 

Exchange Act Rule 12b–2.14

Specifically, the annual report deadline 

would remain at 75 days and the 

quarterly report deadline would remain 

at 40 days for annual reports filed for 

fiscal years ending on or after December 

15, 2004, and the three subsequently 

filed quarterly reports. The accelerated 

filing phase-in period would resume for 

reports filed for fiscal years ending on 

or after December 15, 2005, during 

which an accelerated filer would have 

to file its annual report within 60 days 

after year end and file its next three 

quarterly reports within 35 days. These 

filing deadlines would then remain in 

place for all annual and quarterly 

reports filed thereafter. We proposed the 

one year postponement to allow 

additional time and opportunity for 

accelerated filers and their auditors to 

focus their efforts on complying with 

our new requirements regarding internal 

control over financial reporting.15 An 

accelerated filer must begin to include 

both a management report and auditor 

report on the effectiveness of its internal 

control over financial reporting in its 

annual report filed for its first fiscal year 

ending on or after November 15, 2004.16

We received forty-one comment 

letters on the proposal 17 from 

Federal Register / Vol. 69, No. 225 / Tuesday, November 23, 2004 / Rules and Regulations 68233

Robin Gourmet Burgers (‘‘Red Robin’’), Spectrum 

Organic Products (‘‘Spectrum’’), The Chubb 

Corporation (‘‘Chubb’’), Troutman Sanders 

(‘‘Troutman’’), Valero Energy Corporation (‘‘VEC’’) 

and Vineyard National Bancorp (‘‘Vineyard’’). The 

public comments that we received and a summary 

of the comments prepared by our staff (the 

‘‘Comment Summary’’) are available for inspection 

in our Public Reference Room at 450 Fifth Street, 

NW., Washington, DC 20549 in File No. S7–32–04, 

or may be viewed at http://www.sec.gov/rules/

proposed/33–8477.htm.

18Prior to publishing the proposed amendments, 

we received a letter from James H. Quigley, Chief 

Executive Officer of Deloitte & Touche USA to 

Donald Nicolaisen, Chief Accountant for the 

Commission (Jul. 28, 2004) (‘‘Deloitte1’’) and a 

letter from Deloitte & Touche LLP, Ernst & Young 

LLP, KPMG LLP, and PricewaterhouseCoopers LLP 

to Donald T. Nicolaisen, Chief Accountant for the 

Commission (Aug. 3, 2004) (‘‘Four Firms’’). These 

two letters and transmittal memorandum are 

included in File No. S7–32–04.

19See, for example, letters from AICPA, BR, Eli 

Lilly and MBNA.

20Some commenters confirmed that compliance 

with the internal control requirements is placing 

substantial demands on the same personnel and 

systems are key to preparing and filing periodic 

reports. See, for example, letters from the ASCS, 

BMC and FSC.

21See, for example, letters from the ABA, Eli Lilly 

and E&Y.

22See, for example, letters from Astoria, NYSBA, 

and PWC.

23See, for example, letters from Astoria, AICPA 

and E&Y.

24See, for example, letters from ABA, BR and 

NYSBA.

25See, for example, letters from BMC, ICU and 

Pfizer.

26See, for example, letters from AmSouth, Eli 

Lilly and FSC.

27 15 U.S.C. 78n.

28See the letters from ABA, AICPA, AmSouth, 

Astoria, BMC, BR, Pfizer and PWC.

29See the letters from ACB, Allen, Becker, Bierce, 

Bilello, FFLC, FFSC, Red Robin and Troutman.

30See the letters from Becker, BDO, FFSC and 

Spectrum.

31See the letters from BDO, Chubb, Pfizer and 

PLC. We considered this issue when the accelerated 

filing requirements initially were proposed.

companies, accounting firms, individual 

accountants, business associations and 

law firms.18 An overwhelming majority 

of the commenters supported the 

proposed postponement.19 They agreed 

that a postponement of the final phasein period for acceleration of the annual 

report would provide additional time 

for companies and auditors to focus 

their efforts and resources on complying 

with the internal control 

requirements.20 A few of these 

commenters noted the proposed 

postponement would afford accelerated 

filers more time to address difficult 

analytical issues that may arise in the 

course of management’s internal control 

assessment.21 Several commenters 

agreed that the additional time would 

allow companies to improve the 

accuracy and reliability of financial 

reports available to investors.22

All commenters remarking on the 

issue suggested that the final phase-in of 

the accelerated filing deadlines should 

be postponed for both annual and 

quarterly reports. Some of these 

commenters stated that the additional 

time to file quarterly reports would 

assist management in improving and 

refining companies’ ongoing evaluation 

and testing of internal control over 

financial reporting.23 Other commenters 

noted that applying the postponement 

to the annual and quarterly reports 

would simplify companies’ efforts to 

plan and implement the acceleration of 

the filing deadlines with respect to both 

types of reports in year four.24

In the Proposing Release, we 

requested comment on possible 

alternatives to the proposed 

postponement, such as whether we 

should extend the filing deadlines only 

for accelerated filers requesting an 

extension by filing Form 12b–25 under 

the Exchange Act. All of those 

commenting on this alternative rejected 

it on grounds that companies would 

have to incur additional time and cost 

to file Form 12b–25 and that public 

filing of the form could raise 

unnecessary concerns about the 

registrant in the capital markets.25 They 

favored the proposed approach and 

expressed the view that the one year 

postponement would more uniformly 

assist companies in their efforts to 

thoroughly implement the internal 

control requirements.26

III. Final Rule Amendments 

Based on the public comments, we are 

adopting the amendments to postpone 

for one year the completion of the final 

phase-in of the accelerated filing 

deadlines for annual and quarterly 

reports, as proposed. We also are 

adopting the proposed conforming 

changes to the deadlines for transition 

reports to ensure the deadlines are 

similar to the deadlines for periodic 

reports. 

Under the amended rules, the 

deadline for an accelerated filer to file 

its annual report for its fiscal year 

ending on or after December 15, 2004 

will remain at 75 days after fiscal year 

end. Similarly, the quarterly report 

deadlines for the three subsequently 

filed quarterly reports will remain at 40 

days after quarter end. The current year 

two deadlines therefore will remain in 

place for one additional year, which is 

year three of the phase-in period. The 

phase-in schedule will resume in year 

four, during which an accelerated filer 

will have to file its annual report within 

60 days after its fiscal year ending on or 

after December 15, 2005. The company 

will then have to file its next three 

quarterly reports within 35 days after 

quarter end. At the end of year four, the 

accelerated filing phase-in period will 

be complete, with the 60-day and 35-

day deadlines remaining in place for 

accelerated filers for all subsequent 

periods. 

We are also adopting conforming 

amendments to Regulation S–X to apply 

the postponed phase-in period to the 

financial information updating 

requirements in other Commission 

filings, such as Securities Act and 

Exchange Act registration statements 

and proxy statements and information 

statements under Section 14 of the 

Exchange Act, as these updating 

requirements also are tied to periodic 

report due dates under the Exchange 

Act.27 Updated interim financial 

information will continue to be required 

within 130 days after the end of the 

registrant’s fiscal year for a fiscal year 

ending on or after December 15, 2004 

and before December 15, 2005. The 

phase-in schedule will resume in year 

four, during which updated interim 

financial information will be required 

within 125 days after the end of the 

registrant’s fiscal year for fiscal years 

ending on or after December 15, 2005.

In the Proposing Release, we 

requested comment on whether the 

length of the proposed postponement 

was appropriate. Several of the 

commenters agreed that the one-year 

postponement was appropriate.28

A number of commenters offered 

suggestions outside the scope of the 

proposal. For example, nine 

commenters recommended that the 

Commission postpone the 

implementation of the internal control 

requirements by one year or some other 

period to improve managements’ initial 

assessments of internal controls and 

accountants’ internal control audits.29

Four commenters requested that we 

increase the public float threshold in the 

Rule 12b–2 definition of an ‘‘accelerated 

filer.’’ 30 Finally, four commenters 

asserted that we should reconsider 

whether further acceleration of the 

current periodic report filing deadlines 

may have potential adverse 

consequences on the quality and 

accuracy of information provided to 

investors.31

The limited purpose of the 

amendments that we are adopting is to 

address concerns that were raised that 

the final step in acceleration of the 

periodic reports could impede some 

accelerated filers’ initial efforts to 

implement the internal control 

requirements carefully and completely. 

While we will continue to closely 

monitor the quality of financial 

68234 Federal Register / Vol. 69, No. 225 / Tuesday, November 23, 2004 / Rules and Regulations 

32 17 CFR 240.12b–2.

33See, for example, letters from ASCS, Eli Lilly, 

Enterprise, E&Y, and PWC.

34See Release No. 333–8400 (March 16, 2004) [69 

FR 48370].

35See, for example, letters from ASCS, E&Y, and 

Pfizer.

36 15 U.S.C. 78w(a)(2).

37 15 U.S.C. 78c(f).

reporting, we remain committed to the 

completion of the final phase-in period 

of the accelerated filing deadlines after 

the one year postponement. 

IV. Paperwork Reduction Act 

The amendments that we are adopting 

postpone the final phase-in of 

accelerating filing deadlines of quarterly 

reports on Form 10–Q and annual 

reports on Form 10–K for companies 

that are ‘‘accelerated filers,’’ as defined 

in Exchange Act Rule 12b–2.32 Our 

amendments to postpone the final 

compliance dates will not change the 

information required to be included in 

accelerated filers’ annual and quarterly 

reports; they affect only the forms’ due 

dates. We did not receive any comments 

on the Paperwork Reduction Act 

analysis contained in the Proposing 

Release.

V. Cost-Benefit Analysis 

The amendments that we are adopting 

postpone the final phase-in of 

accelerated filing deadlines of quarterly 

and annual reports filed by ‘‘accelerated 

filers,’’ as defined in Exchange Act Rule 

12b–2. Specifically, the annual report 

deadline will remain at 75 days for 

annual reports filed for the fiscal year 

ending on or after December 15, 2004, 

and the quarterly report deadline will 

remain at 40 days for the three 

subsequently filed quarterly reports. 

The accelerated filing phase-in period 

will resume for reports filed for fiscal 

years ending on or after December 15, 

2005, during which an accelerated filer 

will have to file its annual report within 

60 days after year end and file its next 

three quarterly reports within 35 days. 

These filing deadlines will then remain 

in place for all annual and quarterly 

reports filed thereafter. In this section, 

we examine the benefits and costs of our 

amendments. 

A. Benefits 

The amendments will afford an 

accelerated filer’s management an 

additional 15 days after the end of the 

filer’s fiscal year ending on or after 

November 15, 2004 to carefully evaluate 

the effectiveness of the company’s 

internal control over financial reporting 

and to prepare a report assessing such 

effectiveness. The amendments also will 

allow the accelerated filer’s 

independent auditor additional time to 

prepare its report on the effectiveness of 

the filer’s internal control over financial 

reporting in sufficient time for inclusion 

in the company’s annual report. We 

expect investors to benefit from the 

additional time that we are affording 

companies and their auditors to prepare 

meaningful disclosure about their 

internal control reviews in this period of 

initial compliance with the internal 

control requirements during which we 

expect companies and auditors to incur 

the highest compliance burdens. 

Many commenters representing 

companies, accounting firms, individual 

accountants, business associations and 

law firms concurred with our 

assessment of the benefits of the 

proposal. They believed that postponing 

the final phase-in period for 

acceleration of the filing deadlines of 

periodic reports will afford accelerated 

filers and their auditors greater 

opportunity to focus their efforts and 

resources on successfully completing 

their first assessment and 

documentation of internal control over 

financial reporting with care and 

accuracy. These commenters concurred 

with our view that investors will benefit 

from the more thoughtful and 

meaningful disclosure that companies 

will be able to provide if the 

postponement is adopted. They also 

thought that adoption of the proposed 

postponement strikes an appropriate 

balance between the quality and 

integrity of financial reporting and the 

market’s need for timely information. 

B. Costs 

The amendments will result in 

investors not having access to the 

information included in accelerated 

filers’ quarterly and annual reports as 

quickly as they would have if we 

adhered to the original accelerated filing 

phase-in schedule. However, the delay 

of information will be temporary and 

limited to 15 days with respect to 

annual reports and five days with 

respect to quarterly reports. 

None of the commenters believed that 

investors would be significantly 

disadvantaged by the proposal. 

Commenters emphasized that the 

benefits from the postponement 

substantially outweighed any minor 

impact on the delay of information to 

investors.33 Some of the commenters 

thought that the recent Form 8–K 

requirements,34 which expanded the 

number of reportable events, should 

help to provide investors with timely 

information regarding any significant 

events in the interim.35

VI. Consideration of Burden on 

Competition, and Promotion of 

Efficiency, Competition, and Capital 

Formation 

Section 23(a)(2) of the Exchange 

Act 36 requires us, when adopting rules 

under the Exchange Act, to consider the 

impact that any new rule would have on 

competition. In addition, Section 

23(a)(2) prohibits us from adopting any 

rule that would impose a burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Exchange Act. 

Furthermore, Section 3(f) of the 

Exchange Act 37 requires us, when 

engaging in rulemaking where we are 

required to consider or determine 

whether an action is necessary or 

appropriate in the public interest, to 

consider, in addition to the protection of 

investors, whether the action will 

promote efficiency, competition, and 

capital formation. We have considered 

the amendments in light of standards in 

these provisions.

The amendments will minimize the 

cost and disruption of implementing the 

accelerated final phase-in period at the 

same time companies and their external 

auditors must comply for the first time 

with our new internal control over 

financial reporting requirements. The 

amendments will provide additional 

time for affected companies and their 

auditors to conduct a high-quality and 

thorough initial assessment and audit of 

the effectiveness of the companies’

internal control over financial reporting. 

This, in turn, will increase the 

reliability and integrity of the 

company’s financial reporting to 

investors. Enhanced investor confidence 

leads to increased efficiency and 

competitiveness of the U.S. capital 

markets. Increased market efficiency 

and investor confidence also should 

encourage more efficient capital 

formation. 

The amendments may have certain 

negative effects. The adopted 

postponement of compliance dates will 

delay the timeliness and accessibility of 

Exchange Act reports to investors and 

the financial markets. The delay of 

information to investors may hinder an 

investor’s ability to make informed 

decisions, and as a result, may impede 

market efficiency and delay capital 

formation. However, the delay will be 

limited to 15 days with respect to 

annual reports and five days with 

respect to quarterly reports; these 

negative effects are temporary and will 

be eliminated once the final phase-in 

Federal Register / Vol. 69, No. 225 / Tuesday, November 23, 2004 / Rules and Regulations 68235

38See, for example, the letter from the Four 

Firms.

39 5 U.S.C. 605(b).

period is completed next year. 

Furthermore, we believe that the 

proposal will not have any additional 

competitive effect between accelerated 

and non-accelerated filers other than the 

incremental costs imposed by 

accelerated deadlines. 

We did not receive any comment on 

any anti-competitive effects of the 

proposal or how the proposal would 

affect efficiency, competition and 

capital formation. Many commenters 

concurred that the combination of the 

internal control requirements and 

further acceleration of the reporting 

deadlines at the same time will 

diminish the quality of financial reports 

available to investors as well as increase 

the cost of financial reporting 

requirements. A few commenters 

believed that a disproportionate number 

of accelerated filers rely on Rule 12b–25 

to obtain filing extensions if the 

proposal was not adopted, and asserted 

that such action could raise unnecessary 

concerns about these filers in the capital 

markets.38

VII. Regulatory Flexibility Analysis 

Certification 

Under Section 605(b) of the 

Regulatory Flexibility Act,39 we 

certified that, when adopted, the 

proposal would not have a significant 

economic impact on a substantial 

number of small entities. We included 

this certification in Part VII of the 

Proposing Release. While we solicited 

written comment regarding this 

certification, none of the commenters 

responded to this request.

VIII. Statutory Authority and Text of 

Rule Amendments 

The amendments contained in this 

document are being adopted under the 

authority set forth in Sections 3(b) and 

19(a) of the Securities Act and Sections 

13, 15(d) and 23(a) of the Exchange Act. 

Text of Rule Amendments

List of Subjects in 17 CFR Parts 210, 

240 and 249 

Reporting and recordkeeping 

requirements, Securities.

■ In accordance with the foregoing, Title 

17, Chapter II of the Code of Federal 

Regulations is amended as follows.

PART 210—FORM AND CONTENT OF 

AND REQUIREMENTS FOR FINANCIAL 

STATEMENTS, SECURITIES ACT OF 

1933, SECURITIES EXCHANGE ACT 

OF 1934, PUBLIC UTILITY HOLDING 

COMPANY ACT OF 1935, INVESTMENT 

COMPANY ACT OF 1940, INVESTMENT 

ADVISERS ACT OF 1940, AND 

ENERGY POLICY AND 

CONSERVATION ACT OF 1975

■ 1. The authority citation for Part 210 

continues to read as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 

77z–2, 77z–3, 77aa(25), 77aa(26), 78c, 78j–1, 

78l, 78m, 78n, 78o(d), 78q, 78u–5, 78w(a), 

78ll, 78mm, 79e(b), 79j(a), 79n, 79t(a), 80a–

8, 80a–20, 80a–29, 80a–30, 80a–31, 80a–

37(a), 80b–3, 80b–11, 7202 and 7262, unless 

otherwise noted.

■ 2. Section 210.3–01 is amended by 

revising paragraphs (e)(1)(ii) and (iii), 

(i)(1)(i)(B) and (C), (i)(2)(i)(B) and (C) and 

(i)(2)(ii) to read as follows:

§ 210.3–01 Consolidated balance sheets.

* * * * *

(e) * * * 

(1) * * * 

(ii) 130 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(iii) 125 days for fiscal years ending 

on or after December 15, 2005; and

* * * * *

(i)(1) * * * 

(i) * * * 

(B) 75 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(C) 60 days for fiscal years ending on 

or after December 15, 2005; and 

(2) * * * 

(i) * * * 

(B) 129 days subsequent to the end of 

the registrant’s most recent fiscal year 

for fiscal years ending on or after 

December 15, 2003 and before December 

15, 2005; and 

(C) 124 days subsequent to the end of 

the registrant’s most recent fiscal year 

for fiscal years ending on or after 

December 15, 2005; and

* * * * *

■ 3. Section 210.3–09 is amended by 

revising paragraph (b)(3)(i)(B) and (C) 

and (b)(4)(i)(B) and (C) to read as follows:

§ 210.3–09 Separate financial statements 

of subsidiaries not consolidated and 50 

percent or less owned persons.

* * * * *

(b) * * * 

(3) * * * 

(i) * * *

(B) 75 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(C) 60 days for fiscal years ending on 

or after December 15, 2005; and 

(ii) * * * 

(4) * * * 

(i) * * * 

(B) 75 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(C) 60 days for fiscal years ending on 

or after December 15, 2005; and

* * * * *

■ 4. Section 210.3–12 is amended by 

revising paragraph (g)(1)(i)(B) and (C) 

and (g)(2)(i)(B) and (C) to read as follows:

§ 210.3–12 Age of financial statements at 

effective date of registration statement or at 

mailing date of proxy statement.

* * * * *

(g)(1) * * * 

(i) * * * 

(B) 130 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(C) 125 days for fiscal years ending on 

or after December 15, 2005; and 

(ii) * * * 

(2) * * * 

(i) * * * 

(B) 75 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(C) 60 days for fiscal years ending on 

or after December 15, 2005; and

* * * * *

PART 240—GENERAL RULES AND 

REGULATIONS, SECURITIES 

EXCHANGE ACT OF 1934

■ 5. The authority citation for part 240 

continues to read, in part, as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 

77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn, 

77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j, 

78j–1, 78k, 78k–1, 78l, 78m, 78n, 78o, 78p, 

78q, 78s, 78u–5, 78w, 78x, 78ll, 78mm, 79q, 

79t, 80a–20, 80a–23, 80a–29, 80a–37, 80b–3, 

80b–4, 80b–11, and 7201 et. seq.; and 18 

U.S.C. 1350, unless otherwise noted.

* * * * *

■ 6. Section 240.13a–10 is amended by 

revising paragraph (j)(1)(i)(B) and (C) and 

(j)(2)(i)(B) and (C) to read as follows:

§ 240.13a–10 Transition reports.

* * * * *

(j)(1) * * * 

(i) * * * 

(B) 75 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(C) 60 days for fiscal years ending on 

or after December 15, 2005; and 

(ii) * * * 

(2) * * * 

(i) * * * 

(B) 40 days for fiscal years ending on 

or after December 15, 2004 and before 

December 15, 2006; and 

68236 Federal Register / Vol. 69, No. 225 / Tuesday, November 23, 2004 / Rules and Regulations 

(C) 35 days for fiscal years ending on 

or after December 15, 2006; and

■ 7. Section 240.15d–10 is amended by 

revising paragraph (j)(1)(i)(B) and (C) and 

(j)(2)(i)(B) and (C) to read as follows:

§ 240.15d–10 Transition reports.

* * * * *

(j)(1) * * * 

(i) * * * 

(B) 75 days for fiscal years ending on 

or after December 15, 2003 and before 

December 15, 2005; and 

(C) 60 days for fiscal years ending on 

or after December 15, 2005; and 

(ii) * * * 

(2) * * * 

(i) * * * 

(B) 40 days for fiscal years ending on 

or after December 15, 2004 and before 

December 15, 2006; and 

(C) 35 days for fiscal years ending on 

or after December 15, 2006; and

* * * * *

PART 249—FORMS, SECURITIES 

EXCHANGE ACT OF 1934

■ 8. The authority citation for part 249 

continues to read, in part, as follows:

Authority: 15 U.S.C. 78a et seq. and 7201 

et seq.; and 18 U.S.C. 1350, unless otherwise 

noted.

* * * * *

■ 9. Section 249.308a is amended by 

revising paragraph (a)(1)(ii) and (iii) to 

read as follows:

§ 249.308a Form 10–Q, for quarterly and 

transition reports under sections 13 or 15(d) 

of the Securities Exchange Act of 1934. 

(a) * * * 

(1) * * * 

(ii) 40 days after the end of the fiscal 

quarter for fiscal years ending on or after 

December 15, 2004 and before December 

15, 2006; and 

(iii) 35 days after the end of the fiscal 

quarter for fiscal years ending on or after 

December 15, 2006; and

* * * * *

■ 10. Form 10–Q (referenced in 

§ 249.308a) is amended by revising 

paragraph a.(ii) and (iii) of General 

Instruction A.1. to read as follows:

Note: The text of Form 10–Q does not, and 

this amendment will not, appear in the Code 

of Federal Regulations.

Form 10–Q 

General Instructions 

A. Rule as to Use of Form 10–Q. 

1. * * * 

a. * * * 

(ii) 40 days after the end of the fiscal 

quarter for fiscal years ending on or after 

December 15, 2004 and before December 

15, 2006; and 

(iii) 35 days after the end of the fiscal 

quarter for fiscal years ending on or after 

December 15, 2006; and

* * * * *

■ 11. Section 249.310 is amended by 

revising paragraph (b)(1)(ii) and (iii) to 

read as follows:

§ 249.310 Form 10–K, for annual and 

transition reports pursuant to sections 13 

or 15(d) of the Securities Exchange Act of 

1934.

* * * * *

(b) * * * 

(1) * * * 

(ii) 75 days after the end of the fiscal 

year covered by the report for fiscal 

years ending on or after December 15, 

2003 and before December 15, 2005; 

(iii) 60 days after the end of the fiscal 

year covered by the report for fiscal 

years ending on or after December 15, 

2005; and

* * * * *

■ 12. Form 10–K (referenced in 

§ 249.310) is amended by revising 

paragraph (2)(a)(ii) and (iii) of General 

Instruction A, to read as follows:

Note: The text of Form 10–K does not, and 

this amendment will not, appear in the Code 

of Federal Regulations.

Form 10–K

* * * * *

General Instructions 

A. Rule as to Use of Form 10–K. 

(2) * * * 

(a) * * * 

(ii) 75 days after the end of the fiscal 

year covered by the report for fiscal 

years ending on or after December 15, 

2003 and before December 15, 2005; and 

(iii) 60 days after the end of the fiscal 

year covered by the report for fiscal 

years ending on or after December 15, 

2005; and

* * * * *

Dated: November 17, 2004.

By the Commission. 

Jill M. Peterson, 

Assistant Secretary.

[FR Doc. 04–25938 Filed 11–22–04; 8:45 am] 

BILLING CODE 8010–01–P