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Form 10-Q

Sept. 2, 2011

The federal securities laws require publicly traded companies to disclose information on an ongoing basis. For example, domestic issuers must submit annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for a number of specified events and must comply with a variety of other disclosure requirements.

The Form 10-Q includes unaudited financial statements and provides a continuing view of the company's financial position during the year. The report must be filed for each of the first three fiscal quarters of the company's fiscal year.

In September 2002, the SEC approved a final rule that changed the deadlines for Form 10-K and Form 10-Q for “accelerated filers” -- meaning 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-Q and 10-K using scaled disclosure requirements.

In December 2005, the SEC voted to adopt amendments that create a new category of "large accelerated filers" that includes companies with a public float of $700 million or more. The amendments also redefine "accelerated filers" as companies that have at least $75 million, but less than $700 million, in public float. As described in Release No. 33-8644 (Revisions to Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports), the current 10-K and 10-Q deadlines for accelerated filers are as follows:

Category of Filer Revised Deadlines For Filing Periodic Reports
Form 10-K Deadline Form 10-Q Deadline
Large Accelerated Filer
($700MM or more)
60 days 40 days
Accelerated Filer
($75MM or more and less than $700MM)
75 days 40 days
Non-accelerated Filer
(less than $75MM)
90 days 45 days

You'll find a company's Form 10-Q filings in the SEC's EDGAR database. To filter your results, simply enter 10-Q (using a dash between the 10 and the Q) in the “Form Type” box. To see a blank version of the Form (with instructions), you can download a PDF version from the "Forms" section of our website.

Issuers with questions concerning Form 10-Q, including filing deadlines, should consult with counsel or contact the SEC’s Division of Corporation Finance.

We have provided this information as a service to investors.  It is neither a legal interpretation nor a statement of SEC policy.  If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.

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