|Parametic Technology Corporation|
|140 Kendrick Street
Needham, MA 02494
| 781.370.5000 T
May 28, 2002
Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549-0609
Attn: Jonathan G. Katz, Secretary
Re: File No. S7-08-02
Release No. 33-8089; 34-45741
Ladies and Gentlemen:
I am writing on behalf of Parametric Technology Corporation ("PTC") to comment on the proposals contained in the above referenced release (the "Release") in which the Commission proposes to accelerate the due dates of annual and quarterly Exchange Act reports. I am Senior Vice President and General Counsel of PTC.
PTC develops, markets and supports product lifecycle management software solutions. It is listed on the NASDAQ National Market and has a current market capitalization of approximately $1 billion. PTC would be an "accelerated filer" under proposed Rule 12b-2. PTC has two operating segments and receives a significant amount of its revenue (56% for FY2001) from operations in Europe and the Asia/Pacific region. PTC has more than 20 operating subsidiaries outside of the United States.
The Release seeks comments on the proposed changes, particularly on whether the new Form 10-Q and 10-K filing deadlines provide companies with enough time to prepare their reports, whether auditors, audit committees and boards of directors would have sufficient time to perform their review functions and whether the reliability and accuracy of the reports would suffer as a result of accelerated due dates.
PTC believes that accelerating the due dates as proposed will impose an unreasonable additional cost and burden on its preparation of reports on Forms 10-K and 10-Q, particularly with the additional disclosures that the Commission is currently mandating for the benefit of investors and the capital markets. This is partly because PTC must collect and analyze information from a wide range of sources, and partly because the level of analysis necessary to comply with the Commission's disclosure expectations requires the involvement of the most senior officers of the Company, who still have full operational responsibilities at the same time.
PTC's reports are generated and ultimately filed under the following process:
The complete process takes approximately 40 days for a Form 10-Q and approximately 75 days for a Form 10-K. Given all the parties involved - internal and external accountants, senior management, the audit committee and internal and external counsel - PTC believes that having to file these forms under the proposed accelerated deadlines would impose an unreasonable additional burden on its resources. The only stages in the process where the Company could gain time are those involving internal or external substantive review of the draft reports, and we do not believe that the interests of our investors or the capital markets would be well served by burdening the necessary parties with an accelerated review and analysis of the factors affecting PTC's financial results in addition to their other responsibilities.
It is true that the filing deadlines for periodic reports have not been changed in the past 30 years; however, the Commission continues to require more disclosure and analysis in annual and quarterly reports. For example, the Commission has just proposed new rules that would require companies to discuss critical accounting policies and estimates in MD&A, which will necessitate additional analysis from senior management and internal and external accountants and counsel. If the Company were to impose accelerated deadlines upon them, it is likely that there would be less review and consideration and, therefore, less detailed and informative disclosure.
We believe that the Commission's goal of getting significant corporate information into investor's hands more quickly and reliably is better served by two other approaches recently receiving attention from the Commission. First, enhancing Form 8-K disclosure to require quicker disclosure of a broader range of material events would be more useful to most investors. Second, ensuring that pro forma financial information in an earnings release is not misleading enhances the integrity of the release and thereby reduces the pressure to accelerate filing of the Form 10-Q or 10-K.
PTC supports enhancing the quality, relevance and timeliness of information disclosed in quarterly and annual Exchange Act reports. However, we do not believe that imposing the proposed accelerated deadlines will contribute to more informed investment and valuation decisions by investors and the capital markets.
We hope that the Commission will find these comments helpful.
/s/ David R. Friedman
David R. Friedman
Senior Vice President and General Counsel