S7-06-03; Certification of Disclosure in Exchange Act Reports
From: Scatena, Pat [pat.scatena@intel.com]
Sent: Wednesday, April 16, 2003 5:04 PM
To: rule-comments@sec.gov
Subject: S7-06-03; Certification of Disclosure in Exchange Act Reports

April 16, 2003 

Jonathan G. Katz 
Secretary, U.S. Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, D.C.   20549-0609 
rule-comments@sec.gov 

Re: File No. S7-06-03; Certification of Disclosure in Exchange Act Reports

Dear Mr. Katz:

Thank you for the opportunity to comment on the proposed rules published in Exchange 
Act Release No. 34-47551. We support the Commission's proposal to require issuers to 
provide the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act 
of 2002 (the "Act") as exhibits to the periodic reports to which they relate.  In 
footnote 47 of Exchange Act Release No. 34-46427, the Commission stated that the 
current Rule 13a-14 and 15d-14 certification requirements, which were adopted pursuant 
to Section 302 of the Act, do not apply to annual reports on Form 11-K. We urge the 
Commission to similarly clarify that the Section 906 certification requirements do 
not apply to annual reports on Form 11-K.

There is currently debate on this topic in the legal community, and we are aware that 
different law firms have come to different views regarding whether the Section 906 
certification requirement applies to reports on Form 11-K.  This is a question that 
requires a definitive answer, because Section 906 addresses responsibilities under 
federal criminal statutes and the Commission's proposed Rules 13a-14(b) and 15d-14(b) 
establish potential Exchange Act liabilities with respect to Section 906 certifications.  
To provide the necessary certainty to issuers, and because we do not believe Congress 
contemplated Form 11-K fillings would be subject to Section 906, we believe that the 
Commission and Department of Justice should expressly state that Section 906 
certifications, as with Section 302 certifications, are not applicable to reports filed 
by employee benefit plans on Form 11-K. 

Please contact the undersigned at (408) 765-9771 or Cary Klafter at (408) 765-1215 if 
you would like any additional information in connection with the above comments.

Regards, 

Patrice Scatena 
Assistant Director of Corporate Affairs 
Legal Department 
Intel Corporation