May 10, 2002

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 5th St. NW
Washington, DC 20549

Re: Subject File No. S7-08-02

We have read the Commission's proposed rule regarding the acceleration of the filling deadlines for Forms 10-K and 10-Q ("Reports"), and we have concluded that any acceleration of the filing deadlines would not be in the best interests of the capital markets at this time. On the surface, the concept of getting more timely financial information into the hands of investors may seem like a good idea, however, we believe that the accelerated deadlines would have a negative impact on the quality and credibility of Annual and Quarterly Reports that would outweigh any perceived benefit. We also believe that the shorter deadlines will work against efforts to improve the quality of audits and the accountability of senior management and directors. For these reasons, we believe that the proposed acceleration of the filing deadlines should not be adopted. The background for our position regarding this rule proposal is set forth below.

While we agree that technological advances have made aspects of the reporting process more efficient, it has been our experience that other factors have more than offset these efficiencies. For example, there has been a significant increase in the complexity of the overall business environment since 1970. The volume and complexity of accounting and disclosure rules has vastly increased since 1970 as well. For example, by the end of 1970, two Accounting Research Bulletins and 17 Opinions from the Accounting Principles Board, covering close to 330 pages, had been issued. Today, we have two Accounting Research Bulletins, over 30 Opinions from the Accounting Principles Board, over 140 Statements of Financial Accounting Standards, and over 450 Discussion Topics from the Emerging Issues Task Force, which together with related interpretations and indexes require well over 8000 pages to present. In addition, today's registrants must adhere to Statements of Position, Staff Accounting Bulletins, Financial Reporting Codifications, and the Commission's various Rules and Regulations. Highly skilled accountants and attorneys are required to devote an ever-increasing amount of time to the review and analysis of these complex requirements. This is not something that can be delegated to computers or less skilled accountants and attorneys. Accordingly, we do not agree that we are able to spend less time preparing our Annual and Quarterly Reports than what might have been the case in 1970, or 1990 for that matter. Further, the fact that such a high percentage of this work must be performed by extremely skilled individuals who are in high demand makes it impractical to assign more people to the task to get the job done quicker. Even if adding more resources were to become practical over time, we believe that there would be a significant ongoing cost associated with the additional resources.

We also believe that the types of registrants that will have difficulty with the accelerated filing requirements are much broader than what is suggested in the proposed rule. While we can understand that smaller companies might have difficulty with these requirements, we believe that many large companies will have legitimate difficulties with the proposed deadlines as well. For example, we believe that many registrants will experience difficulties meeting the deadlines when the completion of a registrant's financial statements is dependent on the receipt of financial information from material non-managed subsidiaries (i.e., subsidiaries that have separate management teams, accounting systems and month-end close schedules) or equity investees. If a subsidiary or equity investee is located in a foreign country, the difficulty will be increased. If the registrant is unable to obtain material information, the registrant will need to determine if an estimate should be recorded or whether the Report should be filed late. Even with the current deadlines, we have seen many instances where the required information is not available until the "last minute." This is particularly problematic with foreign entities that have six months to complete their annual financial statements and are not required to file quarterly financial statements. Another potential difficulty will arise in situations where material subsidiaries and equity investees are also public companies. For example, we are aware of situations where the parent company has a subsidiary that is a public company, and that same subsidiary also has one or more subsidiaries that are public companies. Until the lowest tier subsidiary has substantially completed its Report, the disclosures and financial statements in the Reports of the parents cannot be finalized. This situation in effect requires the lowest tier subsidiary to complete its Report by as much as two weeks before the filing deadline. Even registrants who normally would be able to meet the accelerated filing deadlines may have difficulty when significant and/or complex transactions are completed at the end of a reporting period. In addition to the examples cited above, we are sure that there are many other legitimate reasons why registrants, whether small or large, will have significant difficulties with the accelerated filing deadlines.

While we can understand that it would be desirable to file Reports sooner, we believe that it is more important to improve the credibility of the financial reporting process than the timeliness of the filings. If we thought it was possible to successfully do both, we would not be objecting to the substance of the proposed rule change. Even with the current deadlines, we believe that there are not currently enough skilled accounting and legal professionals to handle the current workload. As a result, skilled accounting and legal professionals who are involved with the preparation and review process are already working significant overtime during filing seasons. While we acknowledge that processes could be changed to alleviate some of the added burden, the reality is that the priority would be to file on time and that concerns about quality would necessarily become secondary. We also believe that we would lose some of our best accountants and attorneys to other areas of the professions, or to other professions altogether, as a result of the personal sacrifice that the proposed deadlines would require. Given these resource issues, we believe that many registrants will need to increase their use of estimates and reduce the amount of time spent preparing and reviewing the Reports in order to meet the proposed deadlines. We don't believe that this would be a desirable outcome.

We think it is more important to focus attention on the quality and accountability issues. We believe that some part of the quality issue is attributable to the volume and complexity of the current accounting and financial disclosure standards and the complexity of the current business environment. It is also our perception that many of the high profile financial reporting and accounting failures have been at least partially attributable to a lack of integrity and professionalism. In addition, as we alluded to above, we believe that a shortage of qualified financial reporting and legal professionals contributes to some of the quality problems. There are many other factors that contribute to what we believe is a very valid concern regarding the quality and usefulness of the Reports. While we don't profess to have all the answers on how the quality of information included in the Reports can be improved, we do believe that accelerating the deadlines would only make the quality issue more difficult to solve.

We believe that improved communication among senior financial officers, chief executive officers, auditors, boards of directors and their audit committees regarding accounting and disclosure issues must occur before we can see real improvements in accountability. Since an important part of this communication takes place after the initial draft of a Report has been circulated, we are concerned that the accelerated filing deadlines will hinder registrants' ability to ensure that thoughtful communications take place before a Report is filed. In this regard, we are also concerned that an accelerated filing schedule will make it more difficult to find qualified individuals who are willing to serve as directors and audit committee members.

We don't expect the quality of audits to improve when there are 30 fewer days to do the job. This is particularly true in the current environment where the remaining Big Four firms are in the process of absorbing Arthur Andersen's former clients. During this transition period, we expect that the remaining firms will experience significant inefficiencies and resource issues. In addition, in light of the Enron and other high profile audit failures, we also think it is likely that the remaining firms are reconsidering their respective audit approaches, with the likely result being an increase in the time spent on each audit. In light of these factors, we think it will be difficult if not impossible to improve the quality of audits if the accelerated deadlines are adopted. In fact, we think it is much more likely that the adoption of the new deadlines will actually result in a decrease in the quality of audits as firms struggle to find the resources to perform significantly more work in a much shorter time period. In addition, we are fairly certain that our auditing fees will increase significantly if the accelerated deadlines are adopted.

Due to the complexity of our financial statements and related disclosures, we generally have used most of the time allotted to file our Reports. Nevertheless, we don't believe that our investors perceive that there are significant problems with the current deadlines. Given this perception and the concerns we have outlined above, we think the detriments of adoption outweigh any perceived benefits.



Christopher W. Shean

Senior Vice President and Controller