published by the IASB. To eliminate possible confusion as to the
information that an issuer would provide on the cover page of Form 20-F
in response to the current check box, we are proposing to add a check
box in which a Form 20-F filer would indicate whether the financial
statements included in the filing have been prepared using U.S. GAAP,
IFRS as published by the IASB, or another basis of accounting. If, in
response to this check box, an issuer has indicated that it uses a
basis of accounting other than U.S. GAAP or IFRS as published by the
IASB, the issuer would then indicate in response to a subsequent check
box whether it follows Item 17 or 18.
    It is often difficult for the staff to communicate with foreign
private issuers or their counsel, who may be located overseas. As a
means of facilitating communication with foreign private issuers by the
Commission staff, we also are proposing to revise the cover page of
Form 20-F to require that issuers provide contact information for a
person to whom enquiries may be directed.\110\ This information would
include the name of an individual at the company or its legal counsel
and the telephone, e-mail, and/or facsimile number, or other means by
which that person can be contacted. Information provided on the Form
20-F in response to the proposed check boxes and the company contact
information will constitute required disclosure that is subject to all
applicable federal securities laws.
---------------------------------------------------------------------------

    \110\ An example of this enquiry would be a staff comment
letter. Identifying the person on the cover page would not make that
person an agent for service of process.
---------------------------------------------------------------------------

D. Regulation S-X

    Regulation S-X contains, among other things, the form and content
requirements for financial statements included in filings made with the
Commission. It also includes many provisions that do not relate to U.S.
GAAP, for example, requirements for auditor qualifications and reports.
If the proposed rules are adopted, Regulation S-X, other than its form
and content requirements, will continue to apply to the filings of all
foreign private issuers, including those who file financial statements
prepared using IFRS as published by the IASB without reconciliation to
U.S. GAAP.
1. Application of the Proposed Amendments to Rules 3-05, 3-09, and 3-16
    Under Rules 3-05, 3-09 and 3-16 of Regulation S-X, an issuer, in
certain circumstances, must include the financial statements of another
entity in its filings.\111\ Although we are not proposing any specific
amendments to those sections as part of this rulemaking initiative, the
amendments that we are proposing in this release will apply equally in
the application of Rules 3-05, 3-09 and 3-16.
---------------------------------------------------------------------------

    \111\ Rule 3-05 specifies the requirements for financial
statements of businesses acquired or to be acquired. Rule 3-09
specifies the requirements for financial statements of
unconsolidated majority-owned subsidiaries and 50 percent or less
owned investments accounted for by the equity method. Both Rule 3-05
and 3-09 require financial statements when the applicable entity is
significant to the issuer.
    Rule 3-16 specifies the requirement for financial statements of
affiliates whose securities collateralize an issue registered or
being registered. The requirement to provide separate financial
statements under Rule 3-16 is based upon whether or not the
securities are a substantial portion (as defined) of the collateral
for the class of securities registered or being registered.
---------------------------------------------------------------------------

a. Significance Testing
    Under Rules 3-05, 3-09 and 3-16, an issuer is required to include
the financial statements of another entity if the entity meets certain
significance tests.\112\ Requirements for significance testing are
governed by the financial statements of the issuer. Generally, if a
foreign private issuer prepares its own financial statements using IFRS
as published by the IASB, that issuer would perform the significance
tests under Rules 3-05, 3-09 and 3-16 using IFRS as published by the
IASB, regardless of the basis of accounting used by the other entity.
If the significance thresholds under Rule 3-05, 3-09 or 3-16 are met,
then the issuer must provide on a separate basis audited annual
financial statements of the subject entity.
---------------------------------------------------------------------------

    \112\ An entity is significant to the issuer if the issuer's
investment in the entity exceeds 20% of the issuer's total assets,
the entity's income (as defined) exceeds 20% of the issuer's
corresponding income, or (for Rule 3-05 only) the entity's total
assets exceed 20% of the issuer's total assets.
---------------------------------------------------------------------------

b. Separate Historical Financial Statements of Another Entity Provided
Under Rules 3-05 or 3-09
    Generally, the historical financial statement requirements for a
foreign acquired business or investee under Rules 3-05 or 3-09 are
governed by the status of that entity, and the burden of reconciling
the financial statements of a non-issuer entity would be no higher than
if it were the issuer. In applying the proposed amendments, if the
entity's audited financial statements are in accordance with IFRS as
published by the IASB, those financial statements would not be required
to be reconciled to U.S. GAAP. For example, under Rule 3-05 both
foreign private issuers and U.S. companies that acquire a
``significant'' foreign business would be permitted, under the proposed
rules, to include the acquiree's financial statements prepared in
accordance with IFRS as published by the IASB without reconciliation,
U.S. GAAP, or another comprehensive basis of accounting reconciled to
U.S. GAAP. The same would be true for the financial statements of a
``significant'' foreign investee under Rule 3-09.
    An issuer that includes financial statements for a foreign entity
under Rule 3-05 or Rule 3-09 currently is permitted to omit the
reconciliation to U.S. GAAP for that entity, regardless of the
comprehensive basis of accounting in which that entity's financial
statements are presented, if the

significance of that entity, as defined in Rule 1-02(w) of Regulation
S-X, does not exceed 30 percent of the registrant.\113\ Although we are
not proposing to amend Rules 3-05 or 3-09, we are proposing to revise
Items 17(c)(2)(v) and (vi) of Form 20-F to clarify, respectively, that
an issuer that uses IFRS as published by the IASB to prepare the
financial statements of the foreign entity under Rule 3-05 or 3-09 may
omit the reconciling information specified under Item 17(c)(2)(i)-(iii)
regardless of the significance of the entity.
---------------------------------------------------------------------------

    \113\ See Item 17(c)(2)(v) and (vi) of Form 20-F.
---------------------------------------------------------------------------

2. Pro Forma Financial Statements Provided Under Article 11
    Under Article 11 of Regulation S-X, issuers are required to prepare
unaudited pro forma financial information that is intended to give
effect as if a particular transaction, such as a significant recent or
probable business combination, had occurred at the beginning of the
financial period. Requirements for pro forma financial information
under Article 11 continue to be governed by the financial statements of
the issuer rather than of the acquiree or other entity, as the pro
forma results must be presented using the same basis of accounting as
the issuer. Similarly, these rules do not impose a higher presentation
burden on pro forma financial information than would be imposed on the
historical financial statements of the issuer. We are not proposing to
amend Article 11, but the proposed amendments will apply in the
application of Article 11. Accordingly, if the proposed amendments are
adopted, a foreign private issuer using IFRS as published by the IASB
as its basis of accounting would not be required to reconcile to U.S.
GAAP its pro forma financial information. Therefore, an issuer using
IFRS as published by the IASB would prepare the pro forma financial
information by presenting its IFRS results and converting the financial
statements of the business acquired (or to be acquired) into IFRS as
published by the IASB.
3. Financial Statements Provided under Rule 3-10
    Rule 3-10 of Regulation S-X specifies financial statement
requirements for issuers of guaranteed securities and guarantors.\114\
Generally, under this rule both the issuer of the guaranteed security
and the guarantor must follow the financial statement requirements of a
registrant. If both entities are reporting foreign private issuers
filing on Form 20-F, we would accept the financial statements prepared
in accordance with IFRS as published by the IASB without reconciliation
from each one under the proposed rules.\115\
---------------------------------------------------------------------------

    \114\ A guarantee of a registered security is itself a security,
so a guarantor of a registered security is itself considered an
issuer of a security. See Securities Act Section 2(a)(1).
    \115\ In this situation, when an issuer of a guaranteed security
and a guarantor each file complete audited financial statements, the
separate financial statements of each entity also may be on a
different basis of accounting and, if not prepared under U.S. GAAP
or IFRS as published by the IASB, must be reconciled to U.S. GAAP.
---------------------------------------------------------------------------

    However, Rule 3-10 permits modified reporting by subsidiary issuers
of guaranteed securities and subsidiary guarantors. Separate financial
statements need not be filed for subsidiaries meeting the applicable
conditions contained in Rules 3-10(b) through 3-10(f). Instead,
condensed consolidating financial information is presented in the
parent company's reports in an additional audited footnote to the
financial statements. In applying modified reporting under Rule 3-10,
however, the reconciliation requirement would be based on the
consolidated financial statements of the parent company, as under
current rules. A parent issuer or guarantor that presents consolidated
financial statements under IFRS as published by the IASB would present
the condensed consolidating financial information on the basis of IFRS
as published by the IASB, without reconciliation to U.S. GAAP. We do
not believe that any substantive revision to Rule 3-10 is necessary to
implement the acceptance of financial statements prepared using IFRS as
published by the IASB without reconciliation as proposed.
    The instructions for preparation of condensed consolidating
financial information required by certain paragraphs of Rule 3-10
contain a reference to a reconciliation of the condensed consolidating
financial information to U.S. GAAP. As a conforming amendment, we are
proposing to revise this reference to clarify that we would accept the
condensed consolidating financial information without a U.S. GAAP
reconciliation if it is prepared using IFRS as published by the IASB.
4. Conforming Amendment to Rule 4-01
    Rule 4-01 of Regulation S-X sets out the general requirements for
financial statements included in Commission filings and requires that
foreign private issuers include an Item 18 reconciliation if they use a
basis of accounting other than U.S. GAAP, except as otherwise stated in
the applicable form.\116\ In order to implement fully the proposed
acceptance of financial statements prepared using IFRS as published by
the IASB and to avoid ambiguity for issuers, we propose to revise Rule
4-01 to clarify that financial statements of foreign private issuers
may be prepared using IFRS as published by the IASB without
reconciliation to U.S. GAAP.
---------------------------------------------------------------------------

    \116\ As noted above, Item 17 reconciliation is permitted in
various circumstances.
---------------------------------------------------------------------------

Questions

    35. Are the proposed changes to Rules 3-10 and 4-01 sufficient to
avoid any ambiguity about our acceptance of IFRS financial statements
without reconciliation? If not, what other revisions would be
necessary?
    36. Are there other rules in Regulation S-X that should be
specifically amended to permit the filing of financial statements
prepared in accordance with IFRS as published by the IASB without a
reconciliation to U.S. GAAP? If so, how would the application of those
rules be unclear if there were no changes to those rules, and what
changes would be suggested in order to make them clear?
    37. Is the application of the proposed rules to the preparation of
financial statements provided under Rules 3-05, 3-09, 3-10 and 3-16
sufficiently clear? If not, what areas need to be clarified? Are any
further changes needed for issuers that prepare their financial
statements using IFRS as published by the IASB?

E. Application of the Proposed Amendments to Other Forms, Rules and
Schedules

1. Conforming Amendments to Securities Act Forms F-4 and S-4
    In addition to being the combined registration statement and annual
report for foreign private issuers under the Exchange Act, Form 20-F
also sets forth the disclosure requirements for registration statements
filed by foreign private issuers under the Securities Act. Because the
Securities Act registration statements applicable to foreign private
issuers reference the disclosure and financial statement item
requirements of Form 20-F, the proposed amendments to Form 20-F to
eliminate the U.S. GAAP reconciliation requirement for IFRS issuers
also will serve to eliminate the reconciliation requirement from most
Securities Act forms without direct revision of those forms. In order
to implement fully our acceptance of financial statements prepared in
accordance with IFRS as published by the IASB and to eliminate
potential

ambiguity, we are proposing to make conforming amendments to references
to the U.S. GAAP reconciliation contained in Securities Act Forms F-4
and S-4.
    Form F-4, the registration statement for securities of foreign
private issuers issued in certain business combinations, contains
specific references to the U.S. GAAP reconciliation.\117\ We are
proposing to revise these references to the U.S. GAAP reconciliation
contained in Items 10, 12 and 17 of this form to make them consistent
with the proposed revisions to Item 17(c) and 18(b) of Form 20-F to
indicate that the referenced U.S. GAAP reconciliation would apply only
to financial statements prepared using a basis of accounting other than
U.S. GAAP or IFRS as published by the IASB. Form S-4, the registration
statement for securities of domestic issuers issued in business
combination transactions, also contains reference to the U.S. GAAP
reconciliation in the instruction to Item 17 which we propose to revise
in the same manner.
---------------------------------------------------------------------------

    \117\ See Form F-4, Items 10(c), 12(b) and 17(b).
---------------------------------------------------------------------------

2. Conforming Amendment to Rule 701
    Rule 701 under the Securities Act provides an exemption from
registration for offers and sales made under certain compensatory
benefit plans. The rule is generally not available to an issuer that
has a reporting obligation under the Exchange Act. An issuer that
offers securities in reliance on Rule 701 does not file any information
with the Commission, but is required to deliver to investors certain
information, including financial statements, if more than $5 million in
securities are sold over a 12-month period. For foreign private issuers
relying on Rule 701, these financial statements must include a
reconciliation under Item 17 of Form 20-F if they are not prepared in
accordance with U.S. GAAP.
    To implement the proposed rules fully, we believe that a foreign
private issuer that conducts an offering under Rule 701 and that uses
in its financial statements IFRS as published by the IASB should not be
required to present a U.S. GAAP reconciliation. We propose to amend
Rule 701 to clarify that a U.S. GAAP reconciliation will not be
required in that circumstance.
3. Small Business Issuers
    A Canadian foreign private issuer that qualifies as a small
business issuer under Regulation S-B may elect to provide disclosure in
its registration statements and annual reports, in compliance with
forms based on Regulation S-B rather than on Form 20-F.\118\ Regulation
S-B describes the financial statement requirements for a small business
issuer, which must be prepared in accordance with U.S. GAAP or, if
filed by a foreign private issuer that also is a small business issuer,
reconciled to U.S. GAAP in accordance with the requirements of Items 17
or 18 of Form 20-F, as appropriate.\119\ At a recent meeting,\120\ the
Commission approved a proposal to integrate most of the substantive
provisions of Regulation S-B into Regulation S-K and to eliminate
current Regulation S-B as a separate disclosure system for smaller
companies. If we do not adopt those proposals, we would consider making
conforming changes to Regulation S-B and to small business forms to
implement fully the amendments we are proposing in this release.
---------------------------------------------------------------------------

    \118\ 17 CFR 228. A ``small business issuer'' is defined in Item
10 of Regulation S-B (17 CFR 228.10) as a company that (i) has
revenues of less than $25,000,000, (ii) is a U.S. or Canadian
issuer; and (iii) is not an investment company and is not an asset-
backed issuer; and (iv) if a majority owned subsidiary, the parent
corporation is also a small business issuer. An entity that meets
all of these criteria is not a small business issuer if it has a
public float (defined as the aggregate market value of the issuer's
outstanding voting and non-voting common equity held by non-
affiliates) of $25,000,000 or greater.
    \119\ See Notes 1 and 2 to Item 310 of Regulation S-B.
    \120\ The proposal that the Commission made in its meeting held
May 23, 2007 is described at http://www.sec.gov/news/press/2007/2007-102.htm
.

---------------------------------------------------------------------------

    If the new small business rules are adopted as proposed, a foreign
private issuer that also is eligible to rely on those rules would have
a choice as to the accounting standards used to prepare its financial
statements. If we adopt the proposed amendments, a small business
issuer that files annual reports on Form 20-F or a Securities Act
registration statement based on Form 20-F would be able to file
financial statements prepared using U.S. GAAP, IFRS as published by the
IASB without a U.S. GAAP reconciliation, or another comprehensive basis
of accounting with a U.S. GAAP reconciliation. If that issuer chose to
file annual reports on Form 10-K or a Securities Act form based on
Regulation S-K, financial statements prepared using U.S. GAAP would be
required.

Questions

    38. Are the proposed changes in Forms F-4 and S-4, and in Rule 701,
sufficient to avoid any ambiguity about our acceptance of IFRS
financial statements without reconciliation? If not, how should we
revise those forms or rule?
    39. Under Part F/S of Form 1-A relating to offerings conducted
under Regulation A, Canadian issuers may use unaudited financial
statements that are reconciled to U.S. GAAP. Should we amend Form 1-A
to permit the use by Canadian companies of financial statements
prepared in accordance with IFRS as published by the IASB without a
reconciliation? Does the fact that financial statements under Form 1-A
are not required to be audited militate in favor of retaining a U.S.
GAAP reconciliation whenever a Canadian issuer uses a GAAP other than
U.S. GAAP?
    40. Are there other rules or forms under the Securities Act that
should be specifically amended to permit the filing of financial
statements prepared in accordance with IFRS as published by the IASB
without a reconciliation to U.S. GAAP? If so, how would the rules or
forms be unclear if there were no changes to those forms, and what
changes would be suggested in order to make them clear?
4. Schedule TO and Schedule 13E-3
    Instruction 8 to Item 10 of Schedule TO, the tender offer statement
under the Exchange Act,\121\ contains a reference to reconciliation to
U.S. GAAP in accordance with Item 17 of Form 20-F. Instruction 2 to
Item 13 of Schedule 13E-3,\122\ the transaction statement under Section
13(e) of the Exchange Act, also contains a reference to U.S. GAAP
reconciliation under Item 17. Because reconciliation requirements for
Schedule TO and Schedule 13E-3 are provided in Item 17 of 20-F, which
we are proposing to amend, we do not believe any amendment to Schedule
TO or Schedule 13E-3 is necessary to fully implement our proposed
acceptance of financial statements prepared in accordance with IFRS as
published by the IASB when contained without reconciliation to U.S.
GAAP.
---------------------------------------------------------------------------

    \121\ 17 CFR 240.14d-100.
    \122\ 17 CFR 240.13e-100.
---------------------------------------------------------------------------

Question

    41. Should Schedule TO and Schedule 13E-3 be specifically amended
to permit the filing of financial statements prepared in accordance
with IFRS as published by the IASB without a reconciliation to U.S.
GAAP? If so, how would the rules or forms be unclear if there were no
changes to those Schedules, and what changes would be suggested in
order to make them clear?

F. Quality Control Issues

    On April 16, 2003, the PCAOB adopted certain pre-existing standards

of the American Institute of Certified Public Accountants (``AICPA'')
as interim standards to be used on an initial transition basis.\123\
Among these interim standards was PCAOB Rule 3400T, Interim Quality
Control Standards, which consist of the AICPA's Auditing Standard
Board's Statements on Quality Control Standards and the AICPA SEC
Practice Section's membership requirements, in each case as in
existence on April 16, 2003 and to the extent not superseded or amended
by the PCAOB.
---------------------------------------------------------------------------

    \123\ See ``Interim Standards'' at http://www.pcaobus.org/Standards/Interim_Standards/index.aspx
.

---------------------------------------------------------------------------

    One of these membership requirements related to compliance with
Appendix K, which was applicable to member firms that were members of,
correspondents with, or similarly associated with international firms
or international associations of firms. Appendix K provides that member
firms seek adoption of policies and procedures by their international
organizations or individual foreign associated firms that address the
review of SEC filings by persons knowledgeable in accounting, auditing
and independence standards generally accepted in the United States.
This requirement seeks to enhance the quality of SEC filings by SEC
registrants whose financial statements are audited by foreign
associated audit firms.\124\
---------------------------------------------------------------------------

    \124\ See Appendix K at http://www.pcaob.org/Standards/Interim_Standards/Quality_Control_Standards/SECPS_1000.08_Appendicies_bookmarks.pdf#nameddest=k
.

---------------------------------------------------------------------------

    We are not proposing amendments to our rules that relate to the
continued need for compliance with PCAOB Auditing Standards, including
Appendix K. However, we believe that commenters may wish to address
this area in light of our proposed acceptance of IFRS as published by
the IASB without a reconciliation to U.S. GAAP.

Questions

    42. Without the reconciliation to U.S. GAAP, should we be concerned
about member firm requirements to have persons knowledgeable in
accounting, auditing and independence standards generally accepted in
the United States review IFRS financial statements filed with the
Commission? Are there alternative ways in which concerns may be
addressed?

G. Application to Filings Under the Multijurisdictional Disclosure
System

    Certain Canadian foreign private issuers file registration
statements and annual reports under the Multijurisdictional Disclosure
System (``MJDS''), which permits eligible Canadian companies to use
their disclosure documents prepared in accordance with Canadian
requirements in filings with the Commission. Certain filings under the
MJDS are not required to contain a reconciliation to U.S. GAAP.\125\
However, a U.S. GAAP reconciliation is required in registration
statements and annual reports on Form 40-F,\126\ and registration
statements on Form F-10,\127\ each when used for common equity
securities, securities convertible into common equity securities and
other securities not rated investment grade.
---------------------------------------------------------------------------

    \125\ A U.S. GAAP reconciliation is not required under Form F-7
relating to rights offers, Forms F-8 and F-80 for exchange offers
and business combinations, Form F-9 relating to investment grade
securities, and Form 40-F when used as an annual report relating to
an issuer's Section 15(d) reporting obligations for any of the these
offerings or a Section 13(a) reporting obligation relating to
investment grade securities.
    \126\ 17 CFR 249.240f.
    \127\ 17 CFR 239.40.
---------------------------------------------------------------------------

    At present, Canadian companies filing under the MJDS generally use
either Canadian GAAP (with a U.S. GAAP reconciliation when called for)
or U.S. GAAP in filings with the Commission. As discussed above,
officials in Canada are considering permitting the use of IFRS as
published by the IASB as the basis of accounting for all Canadian
public companies. To implement the proposed rules fully, we believe
that a Canadian company that uses the MJDS forms and that changes its
basis of accounting to IFRS as published by the IASB should not be
required to present a U.S. GAAP reconciliation. However, we do not
believe any amendments to Forms 40-F and F-10 are necessary to
accomplish this. Forms 40-F and F-10 already contain a cross-reference
to the U.S. GAAP reconciliation requirement under Items 17 and 18 of
Form 20-F, which will be amended as described above to allow the filing
of IFRS financial statements without a U.S. GAAP reconciliation.

Questions

    43. Should Form 40-F or F-10 be specifically amended to permit the
filing of financial statements prepared in accordance with IFRS as
published by the IASB without a reconciliation to U.S. GAAP? If so, how
would the forms be unclear if there were no changes to those forms, and
what changes would be suggested in order to make them clear?

IV. General Request for Comments

    We request and encourage any interested persons to submit comments
regarding:
     The proposed changes that are the subject of this release,
     Additional or different changes, or
     Other matters that may have an effect on the proposals
contained in this release.
    In addition to providing comments on these matters, we encourage
interested parties to provide comment on broader matters related to the
development of a single set of globally accepted accounting standards,
for example:
    44. If progress does not continue towards implementing a single set
of high-quality globally accepted accounting standards, will investors
and issuers be served by the absence of a U.S. GAAP reconciliation for
financial statements prepared using IFRS as published by the IASB?
    45. Where will the incentives for continued convergence lie for
standard setters, issuers, investors and other users of financial
statements if the reconciliation to U.S. GAAP is eliminated for issuers
whose financial statements are prepared using IFRS as published by the
IASB?
    46. Are there additional interim measures, beyond the proposed
elimination of the U.S. GAAP reconciliation from IFRS financial
statements, that would advance the adoption of a single set of high-
quality globally accepted accounting standards? If so, what are they?
Who should undertake them?
    We request comment from the point of view of registrants,
investors, accountants, accounting standard setters, users of financial
statements and other market participants. With regard to any comments,
we note that such comments are of greatest assistance to our rulemaking
initiative if accompanied by supporting data and analysis of the issues
addressed in those comments.

V. Paperwork Reduction Act

A. Background

    The proposed amendments contain ``collection of information''
requirements within the meaning of the Paperwork Reduction Act of 1995
(``PRA'').\128\ We are submitting the proposed amendments to the Office
of Management and Budget (``OMB'') for review in accordance with the
PRA.\129\ The titles for the affected collections of information are:
---------------------------------------------------------------------------

    \128\ 44 U.S.C. 3501 et seq.
    \129\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    (1) ``Form 20-F'' (OMB Control No. 3235-0288);
    (2) ``Form F-1'' (OMB Control No. 3235-0258);

    (3) ``Form F-4'' (OMB Control No. 3235-0325);
    (4) ``Form S-4'' (OMB Control No. 3235-0324); and
    (5) ``Rule 701'' (OMB Control No. 3235-0522).
    These forms were adopted pursuant to the Exchange Act and the
Securities Act and set forth the disclosure requirements for annual
reports and registration statements filed by foreign private issuers.
The hours and costs associated with preparing, filing and sending these
forms constitute reporting and cost burdens imposed by each collection
of information. An agency may not conduct or sponsor, and a person is
not required to respond to, a collection of information unless it
displays a currently valid OMB control number.
    The proposed amendments, if adopted, would allow a foreign private
issuer that prepares its consolidated financial statements in
accordance with IFRS as published by the IASB, and meets the other
eligibility requirements, to file those financial statements in its
registration statements and periodic reports filed with the Commission
without reconciliation to U.S. GAAP. These amendments would be
collections of information for purposes of the Paperwork Reduction Act.
For purposes of this Paperwork Reduction Analysis, these proposed
amendments, if adopted, would result in a decrease in the hour and cost
burden calculations. We believe this proposed amendment would eliminate
potential burdens and costs for foreign issuers that use IFRS. The
disclosure will be mandatory. There would be no mandatory retention
period for the information disclosed, and responses to the disclosure
requirements would not be kept confidential.
    For purposes of the Paperwork Reduction Act, we estimate that the
incremental decrease in the paperwork burden for all foreign private
issuers that use IFRS and issuers that acquire foreign private issuers
that use IFRS would be approximately 3,861 hours of company time and
approximately $4,600,720 for the services of outside professionals. We
estimated the average number of hours each entity spends completing the
forms and the average hourly rate for outside professionals. That
estimate includes the time and the cost of in-house preparers, reviews
by executive officers, in-house counsel, outside counsel, independent
auditors and members of the audit committee.\130\ Our estimates of the
number of impacted foreign private issuers are based on the number of
recent filings received from issuers that we believe may be immediately
eligible to rely on the proposals, if adopted.
---------------------------------------------------------------------------

    \130\ In connection with other recent rulemakings, we have had
discussions with several private law firms to estimate an hourly
rate of $400 as the cost to companies for the services of outside
professionals retained to assist in the preparation of these
disclosures. For Securities Act registration statements, we also
consider additional reviews of the disclosure by underwriter's
counsel and underwriters.
---------------------------------------------------------------------------

B. Burden and Cost Estimates Related to the Proposed Accommodation

1. Form 20-F
    We estimate that currently foreign private issuers file 942 Form
20-Fs each year. We assume that 25% of the burden required to produce
the Form 20-Fs is borne internally by foreign private issuers,
resulting in 619,601 annual burden hours borne by foreign private
issuers out of a total of 2,478,404 annual burden hours. Thus, we
estimate that 2,631 total burden hours per response are currently
required to prepare the Form 20-F. We further assume that 75% of the
burden to produce the Form 20-Fs is carried by outside professionals
retained by foreign private issuers at an average cost of $400 per
hour, for a total cost of $743,520,600.
    We estimate that approximately 110 companies that file Form 20-F
will be currently impacted by the proposal.\131\ We expect that, if
adopted, the proposed amendment would cause those foreign private
issuers to have fewer burden hours. We estimate that for each of the
companies affected by the proposal, there would occur a decrease of 5%
(131.55 hours) in the number of burden hours required to prepare their
Form 20-F, for a total decrease of 14,471 hours. We expect that 25% of
these decreased burden hours (3,618 hours) will be saved by foreign
private issuers. We further expect that 75% of these decreased burden
hours (10,853 hours) will be saved by outside firms, at an average cost
of $400 per hour, for a total of $4,341,120 in decreased costs to the
respondents of the information collection.
---------------------------------------------------------------------------

    \131\ We are using this figure for purposes of the Paperwork
Reduction Analysis based on the number of Form 20-Fs that were filed
with IFRS financial statements during the 2006 calendar year. As
additional jurisdictions adopt IFRS as their basis of accounting in
the future, the number of issuers that use IFRS is expected to
increase.
---------------------------------------------------------------------------

    Thus, we estimate that the proposed amendment to Form 20-F would
decrease the annual burden borne by foreign private issuers in the
preparation of Form 20-F from 619,601 hours to 615,983 hours. We
further estimate that the proposed amendment would decrease the total
annual burden associated with Form 20-F preparation to 2,463,932 burden
hours, which would decrease the average number of burden hours per
response to 2,616. We further estimate that the proposed amendment
would decrease the total annual costs attributed to the preparation of
Form 20-F by outside firms to $739,179,600.
2. Form F-1
    We estimate that currently foreign private issuers file 42
registration statements on Form F-1 each year. We assume that 25% of
the burden required to produce a Form F-1 is borne by foreign private
issuers, resulting in 18,999 annual burden hours incurred by foreign
private issuers out of a total of 75,996 annual burden hours. Thus, we
estimate that 1,809 total burden hours per response are currently
required to prepare a registration statement on Form F-1. We further
assume that 75% of the burden to produce a Form F-1 is carried by
outside professionals retained by foreign private issuers at an average
cost of $400 per hour, for a total cost of $22,798,800.
    We estimate that currently approximately five companies that file
registration statements on Form F-1 will be impacted by the
proposal.\132\ We expect that, if adopted, the proposed amendment would
cause those foreign private issuers to have fewer burden hours. We
estimate that each company affected by the proposal would have a 5%
decrease (90.45 hours) in the number of burden hours required to
prepare their registration statements on Form F-1, for a total decrease
of 452 hours. We expect that 25% of these decreased burden hours (113
hours) will be saved by foreign private issuers. We further expect that
75% of the decreased burden hours (339 hours) will be saved by outside
firms, at an average cost of $400 per hour, for a total of $135,600 in
decreased costs to the respondents of the information collection.
---------------------------------------------------------------------------

    \132\ This figure is based on our estimate of the number of Form
F-1s that were filed with IFRS financial statements during the 2006
calendar year.
---------------------------------------------------------------------------

    Thus, we estimate that the proposed amendment to Form 20-F would
decrease the annual burden incurred by foreign private issuers in the
preparation of Form F-1 from 18,999 hours to 18,886 hours. We further
estimate that the proposed amendment would decrease the total annual
burden associated with Form F-1 preparation to 75,544 burden hours,
which would decrease the average number of burden hours per response to
1,799. We further estimate that the proposed amendment would decrease
the total annual costs

attributed to the preparation of Form F-1 by outside firms to
$22,663,200.
3. Form F-4
    We estimate that currently foreign private issuers file 68
registration statements on Form F-4 each year. We assume that 25% of
the burden required to produce a Form F-4 is borne internally by
foreign private issuers, resulting in 24,503 annual burden hours
incurred by foreign private issuers out of a total of 98,012 annual
burden hours. Thus, we estimate that 1,441 total burden hours per
response are currently required to prepare a registration statement on
Form F-4. We further assume that 75% of the burden to produce a Form F-
4 is carried by outside professionals retained by foreign private
issuers at an average cost of $400 per hour, for a total cost of
$29,403,600.
    We estimate that currently approximately 5 companies that file
registration statements on Form F-4 will be impacted by the
proposal.\133\ We expect that, if adopted, the proposed amendment would
cause those foreign private issuers to have fewer burden hours. We
estimate that each of the affected companies would have a decrease of
5% (72 hours) in the number of burden hours required to prepare their
registration statements on Form F-4, for a total decrease of 360 hours.
We expect that 25% of these decreased burden hours (90 hours) will be
saved by foreign private issuers. We further expect that 75% of the
decreased burden hours (270 hours) would be saved by outside firms at
an average cost of $400 per hour, for a total of $108,000 in decreased
costs to the respondents of the information collection.
---------------------------------------------------------------------------

    \133\ This figure is based on our estimate of the number of Form
F-4s that were filed with IFRS financial statements during the 2006
calendar year.
---------------------------------------------------------------------------

    Thus, we estimate that the proposed amendment to Form 20-F would
decrease the annual burden incurred by foreign private issuers in the
preparation of Form F-4 from 24,503 hours to 24,413 hours. We further
estimate that the proposed amendment would decrease the total annual
burden associated with Form F-4 preparation to 97,652 burden hours,
which would decrease the average number of burden hours per response to
1,436. We further estimate that the proposed amendment would decrease
the total annual costs attributed to the preparation of Form F-4 by
outside firms to $29,295,600.
4. Form S-4
    When a domestic issuer files a registration statement on Form S-4
for the acquisition of a foreign private issuer, the domestic issuer
must include the financial statements of the acquired company in the
Form S-4. If those financial statements are prepared using a basis of
accounting other than U.S. GAAP, the domestic issuer must provide a
reconciliation to U.S. GAAP, unless a reconciliation is unavailable or
not obtainable without unreasonable cost or expense.
    We estimate that issuers file 619 registration statements on Form
S-4 each year. We estimate that 1,355 total burden hours per response
are currently required to prepare a registration statement on Form S-4.
We assume that 75% of the burden required to produce a Form S-4 is
borne by the domestic issuer, resulting in 629,059 annual burden hours
incurred by issuers out of a total of 838,745 annual burden hours. We
further assume that 25% of the burden to produce a Form S-4 is carried
by outside professionals retained by the issuer at an average cost of
$400 per hour for a total cost of $83,874,500.
    We estimate that currently approximately 6 registration statements
filed on Form S-4 will contain the financial statements of a foreign
target that will be impacted by the proposal.\134\ We expect that, if
adopted, the proposed amendment would cause the domestic issuers that
file the Form S-4 registration statements to have fewer burden hours.
We estimate that for each of these domestic registrants, there would be
a decrease of 2% (27 hours) in the number of burden hours required to
prepare their registration statements on Form S-4, for a total decrease
of 162 hours.\135\ We expect that 75% of these decreased burden hours
(122 hours) would be saved by issuers. We further expect that 75% of
the decreased burden hours (40 hours) would be saved by outside
professionals at an average cost of $400 per hour for a total of
$16,000 in decreased costs to the respondents of the information
collection.
---------------------------------------------------------------------------

    \134\ This figure is based on our estimate of the number of Form
S-4s that were filed during the 2006 calendar year that contained
IFRS financial statements.
    \135\ We estimate the burden decrease for purposes of this
Paperwork Reduction Analysis would be less for Form S-4 than for
other forms described in this section because, in the case of Form
S-4, the registrant is obtaining the U.S. GAAP reconciliation from
the foreign private issuer. Further, the registrant is not required
to provide the reconciliation if it is unavailable or unobtainable
without unreasonable cost or expense.
---------------------------------------------------------------------------

    Thus, we estimate that the proposed amendment would decrease the
annual burden incurred by issuers in the preparation of Form S-4 from
629,059 hours to 628,937 hours. We further estimate that the proposed
amendment would decrease the total annual burden associated with Form
S-4 preparation to 838,584 burden hours, which would decrease the
average number of burden hours per response to 1,354.7. We further
estimate that the proposed amendment would decrease the total annual
costs attributed to the preparation of Form S-4 by outside firms to
$83,858,500.
5. Rule 701
    Rule 701 provides an exemption from registration for offers and
sales of securities pursuant to certain compensatory benefit plans and
contracts relating to compensation. Issuers conducting employee benefit
plan offerings in excess of $5 million in reliance on Rule 701 are
required to provide employees covered by the plan with certain
disclosures, including financial statement disclosures. This disclosure
is a collection of information.
    We estimate that currently 300 issuers provide information under
Rule 701, and that the estimated number of burden hours per respondent
is two. Therefore, we estimate an aggregate of 600 burden hours per
year. We believe that the reduction in burden hours caused by the
proposed rules will be insignificant. Therefore, we do not believe the
proposed rules will alter current burden estimates associated with Rule
701.

C. Request for Comment

    Pursuant to 44 U.S.C. 3506(c)(2)(B), we request comment in order
to:
     Evaluate whether the proposed collections of information
are necessary for the proper performance of the functions of the
Commission, including whether the information will have practical
utility;
     Evaluate the accuracy of our estimates of the burden of
the proposed collections of information;
     Determine whether there are ways to enhance the quality,
utility, and clarity of the information to be collected;
     Evaluate whether there are ways to minimize the burden of
the collections of information on those who respond, including through
the use of automated collection techniques or other forms of
information technology; and
     Evaluate whether the proposed amendments will have any
effects on any other collections of information not previously
identified in this section.

    Any member of the public may direct to us any comments concerning
the accuracy of these burden estimates and any suggestions for reducing
the burdens. Persons who desire to submit comments on the collection of

information requirements should direct their comments to the OMB,
Attention: Desk Officer for the Securities and Exchange Commission,
Office of Information and Regulatory Affairs, Washington, DC 20503, and
send a copy of the comments to Nancy M. Morris, Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090,
with reference to File No. S7-13-07. Requests for materials submitted
to the OMB by us with regard to these collections of information should
be in writing, refer to File No. S7-13-07 and be submitted to the
Securities and Exchange Commission, Records Management, Office of
Filings and Information Services, 100 F Street, NE., Washington DC
20549. Because the OMB is required to make a decision concerning the
collections of information between 30 and 60 days after publication,
your comments are best assured of having their full effect if the OMB
receives them within 30 days of publication.

VI. Cost-Benefit Analysis

    We are proposing amendments to existing rules and forms to accept
financial statements from foreign private issuers prepared using IFRS
as published by the IASB without reconciliation to U.S. GAAP.
Currently, financial statements that foreign private issuers file with
the Commission must be prepared either in accordance with U.S. GAAP, or
in accordance with another GAAP with a reconciliation to U.S. GAAP. The
amendments, if adopted, would therefore provide foreign private issuers
with a third method of preparing financial statements filed with the
Commission. We are not proposing to amend the current reconciliation
requirements for foreign private issuers that prepare their financial
statements using a basis of accounting other than IFRS as published by
the IASB.
    The amendments would apply to a registrant's financial statements
contained in annual reports and registration statements on Form 20-F as
well as to financial statements included in the Securities Act
registration statements filed by foreign private issuers or, when
applicable, included in a registration statement or reported pursuant
to Rules 3-05, 3-09 or 3-16 of Regulation S-X. We also are proposing a
conforming amendment to Rule 701, which provides an exemption from
Securities Act registration for securities offered in certain employee
benefit plans, to clarify that a foreign private issuer conducting an
offering in excess of $5 million in reliance on that rule may furnish
investors with financial statements prepared using IFRS as published by
the IASB without reconciliation.
    Currently, there are between 1,000 and 1,200 foreign private
issuers registered with the Commission. The proposed amendments would
be available to any of those foreign private issuers that comply with
IFRS as published by the IASB, whether voluntarily or pursuant to a
requirement. Some foreign companies that are registered under the
Exchange Act already include in their filings with the Commission
financial statements that comply with IFRS as published by the IASB. We
estimate that there are approximately 110 foreign private issuers that
represent in the footnotes to their financial statements that the
financial statements comply with IFRS as published by the IASB. This
representation may be in addition to a representation that the
financial statements comply with a jurisdictional variation of IFRS. If
a registrant's auditors are able to opine that those financial
statements are in compliance with IFRS as published by the IASB, then
those registrants would be in a position to immediately file their
existing financial statements under the proposed approach. Another
approximately 70 foreign private issuers already include in their
filings financial statements that they state are prepared in accordance
with solely a jurisdictional variation of IFRS. If these companies are
also able to state (and their auditors are able to opine) that their
financial statements comply with IFRS as published by the IASB, the
companies would be in a similar position. Lastly, approximately 50
additional foreign private issuers that are incorporated in
jurisdictions that have moved to IFRS include in their filings with the
Commission financial statements prepared using U.S. GAAP. Some of these
issuers also may be in a position to file financial statements under
the proposed approach.\136\
---------------------------------------------------------------------------

    \136\ The figures contained in this paragraph are per staff
estimates based on the jurisdiction of the filers.
---------------------------------------------------------------------------

    We recognize that other registered foreign companies include
financial statements in accordance with a home country GAAP. We believe
that there would be different incentives for these companies to change
their basis of accounting to IFRS as published by the IASB and thus be
able to omit the U.S. GAAP reconciliation under the proposed approach.
Some foreign companies are required under home country law or stock
exchange rule to use a home country GAAP and are not permitted for home
country purposes to use IFRS. At present, these companies generally
include in their SEC filings financial statements prepared under home
country GAAP with a U.S. GAAP reconciliation. These companies would be
able to take advantage of the proposed amendments by preparing for the
purpose of Commission filings (but not for home country purposes)
financial statements in accordance with IFRS as published by the IASB.
While these companies would incur the costs of preparing a separate set
of financial statements, companies may elect to do so in light of
benefits they may derive from preparing a set of IFRS financial
statements as well as the costs of preparing the U.S. GAAP
reconciliation.
    Lastly, in coming years, as more countries adopt IFRS as their
basis of accounting or permit companies to use IFRS as their basis of
accounting, we believe that the number of foreign private issuers that
would be eligible to rely on the proposed amendments will increase,
although it is difficult to quantify that increase at this point in
time.
    In summary, while all foreign private issuers would receive a
potential benefit from the third option for preparing financial
statements described in this proposal, this option will not be
immediately equally attractive to all such issuers. We recognize that
the proposed acceptance of financial statements prepared using IFRS as
published by the IASB without reconciliation does not confer an equal
benefit on all foreign private issuers, as there are some issuers that
will continue to find it more attractive to reconcile their financial
statements to U.S. GAAP. For some foreign private issuers the proposed
amendments are immediately attractive. For other foreign private
issuers the option may become attractive at a later date when their
situational constraints or opportunities change. For still other such
issuers, the option may not become attractive or applicable at any time
in the foreseeable future. The cost of preparing (or not having to
additionally prepare) the relevant IFRS financial statements is one
factor that may influence whether a foreign private issuer will use the
option proposed, be it immediately or at some time in the future. The
proposed option may be most attractive for issuers whose home
jurisdiction or other capital markets in which the issuer lists
securities allow financial statements prepared in accordance with IFRS.
Foreign private issuers also may be concerned about public perception
costs, as they may be perceived as being the outlier if companies with
which

they compete for capital commonly report using another basis of
accounting. Such an effect is likely to be smaller if a critical mass
of issuers with whom the issuer competes for capital (such as those in
its industry sector) also report in IFRS. In such situations, by
reporting in IFRS, the foreign private issuer has made it more
efficient for investors to analyze its financial results in comparison
with the results of others with whom it competes for capital.

A. Expected Benefits

    Our proposed acceptance of financial statements prepared using IFRS
as published by the IASB is expected to help foster the preparation of
financial statements in accordance with IFRS as a way of moving to a
single set of globally accepted accounting standards, which we believe
will have positive effects on investors and also issuers. Financial
statements prepared using a common set of accounting standards help
investors better understand investment opportunities as compared to
financial statements prepared under differing sets of national
accounting standards. Without a common standard and without a required
reconciliation, global investors must incur the time and effort to
understand financial statements reported using different bases of
accounting so that they can compare opportunities.
    The proposals are expected to increase the likelihood of realizing
the net benefits of a single set of globally accepted accounting
standards. This benefit is due to potential network effects of the
proposed amendments: The more issuers that use IFRS as published by the
IASB and file without a U.S. GAAP reconciliation, the more benefits
there may be for other issuers to do so since the utility for investors
of a set of accounting standards increases as the number of issuers
using it increases.
    The resulting reduction of the multiplicity of accounting standards
that presently exist is expected to benefit investors by allowing them
to spend less time and allocate fewer resources to learning, or keeping
up with developments in, myriad GAAPs of varying quality in favor of a
single, high-quality set of globally accepted standards. In addition to
these benefits of moving away from a multiplicity of accounting
standards towards a single set of standards, investors will further
benefit from better information if the single set of standards that
issuers use results in higher disclosure quality.
    We believe that issuers would be affected by the proposal in a
number of ways, including needing fewer resources to prepare U.S.
filings.\137\ To the extent that an issuer relying on the proposed
amendments can reallocate its cost savings from not preparing a
reconciliation to U.S. GAAP or possibly a second set of financial
statements in U.S. GAAP to higher earning opportunities, and not suffer
a relatively greater increase in the cost of its capital as a result,
then the issuer also will realize a better rate of return on its
capital which will benefit investors. Issuers also may enjoy greater
timing flexibility in accessing the U.S. market if they can prepare
IFRS financial statements more quickly without reconciliation,
particularly with regard to the use of automatic shelf registration
statements.
---------------------------------------------------------------------------

    \137\ For purposes of the Paperwork Reduction Analysis, as
described above, we have estimated that the incremental decrease in
the paperwork burden for all foreign private issuers that use IFRS
and issuers that acquire foreign private issuers that use IFRS would
be approximately 3,861 hours of company time and approximately
$4,600,720 for the services of outside professionals. For purposes
of these calculations, we estimated the average number of hours each
entity spends completing the forms and the average hourly rate for
outside professionals, including the time and the cost of in-house
preparers, reviews by executive officers, in-house counsel, outside
counsel, independent auditors and members of the audit committee.
The impact on an individual issuer may vary, based on its specific
circumstances.
---------------------------------------------------------------------------

    The proposed amendments are expected to benefit investors and
issuers alike to the extent that they facilitate capital formation by
foreign companies in the United States capital markets. Our proposed
amendments to accept IFRS financial statements without reconciliation
would reduce regulatory burdens for foreign private issuers that rely
on them, thereby lowering the information disclosure preparation cost
of raising capital in the United States for those issuers. We believe
that foreign private issuers may therefore be more likely to enter the
U.S. capital markets. If they do, investors would, in turn, benefit
from having more investment opportunities in the United States and
generally would incur lower transaction costs when trading a foreign
company's securities in the United States relative to a foreign market.
To the extent our acceptance of IFRS financial statements without
reconciliation encourages foreign private issuers to enter or remain in
the U.S. capital market, investors also will benefit from the
protections of the U.S. regulatory and disclosure system relative to
the protections they may receive if purchasing those securities
overseas. Investors also are expected to benefit from the potential
reduction in the cost of capital to issuers, as discussed above.

B. Expected Costs

    This proposal has no cost upon either a foreign private issuer or
its investors until the issuer uses the proposed IFRS option. In so
doing, the minimum required financial information the investors in the
U.S. capital markets receive from any such issuer would differ from
what it was previously. The extent to which this yields a different
required information set will depend upon how the foreign issuer
previously reported its financial statements. For instance, if the
foreign issuer currently files its financial statements using U.S. GAAP
and transitions to reporting in IFRS, then this may or may not
represent a loss of required information in absolute terms. Whether
there is an absolute loss of information would depend upon whether IFRS
financial statements yielded more or less information about a
particular issuer than do U.S. GAAP financial statements. On the other
hand, if the foreign private issuer currently prepares its statements
in IFRS and reconciles to U.S. GAAP, then a loss of information would
result as U.S. GAAP information is omitted.
    The proposed amendments may lead to some costs to both investors
and to issuers. If the investor community prefers the information
communicated by a U.S. GAAP reconciliation, a foreign private issuer
that uses IFRS as published by the IASB without a reconciliation may
face a reduced following in the marketplace. Investors may prefer a
U.S. GAAP reconciliation, if investors are not sufficiently familiar
with IFRS accounting standards. In addition, unfamiliarity with IFRS as
published by the IASB may have an adverse effect on investors'
confidence in what they would be investing in and thus lead them to
insist on a risk premium for an investment in the company.
    The proposed amendments also would entail some costs to investors.
If an issuer provides IFRS financial statements without reconciliation
as permitted under the proposed amendments, investors would not have
the benefit of the reconciling information that previously would have
been available to them as they evaluate the financial performance of
that issuer. The usefulness of this information may depend on the
nature of the investor and other considerations, as discussed below.
Also, to the extent that an investor is not accustomed to working with
IFRS financial statements, that investor also may be required to
dedicate more time and resources to gaining familiarity with IFRS and

financial statements prepared using them.
    Based in part on comments we received from participants at the
Commission's IFRS roundtable held in March 2007, however, we believe
that some investors are familiar with IFRS as a basis of accounting and
therefore may make limited use of the reconciliation from IFRS to U.S.
GAAP. However, because various investors may be differently situated in
the market and have varying levels of familiarity with IFRS--for
example, institutional investors may be more familiar with IFRS than
retail investors--they may not all bear the cost from the proposed
amendments equally. We are aware that investor familiarity with IFRS
and the use that a particular investor may make of the reconciliation
will depend on many factors. We believe that these factors may include,
among other things, the size and nature of the investor, the size of
the investment, the size of the issuer, the industry to which the
issuer in question belongs. We also believe that the costs to investors
of working without the reconciliation would be reduced over time as the
use of IFRS as published by the IASB becomes even more widespread and
investors gain increasing familiarity in working with IFRS financial
statements.
    Given these considerations, in this proposal we are soliciting
comment on how familiar investors are with IFRS, the use they make of
the U.S. GAAP reconciliation of IFRS financial statements, and how
their ability to assess and compare investment opportunities would be
impacted by the proposed amendment to permit the filing of financial
statements prepared using IFRS as published by the IASB without
reconciliation to U.S. GAAP.

Questions

    47. Do you agree with our assessment of the costs and benefits as
discussed in this section? Are there costs or benefits that we have not
considered? Are you aware of data and/or estimation techniques for
attempting to quantify these costs and/or benefits? If so, what are
they and how might the information be obtained?
    48. Which foreign private issuers would have the incentive to avail
themselves of the proposed amendments, if adopted? Are there any
reasons for which an issuer that is eligible to file IFRS financial
statements without reconciliation under the proposed amendments would
elect to file a reconciliation? If so, what are they?
    49. Are there particular industry sectors for which a critical mass
of the issuers who raise capital globally already report in IFRS? If
so, which industries are they and why?

VII. Regulatory Flexibility Act Certification

    The Commission hereby certifies pursuant to 5 U.S.C. 605(b), that
the amendments to Form 20-F under the Exchange Act, Forms F-4 and S-4
and Rule 701 under the Securities Act and Regulation S-X contained in
this release, if adopted, would not have a significant economic impact
on a substantial number of small entities. The proposal would amend
Form 20-F, Form F-4, Form S-4, Rule 701 and Regulation S-X to allow
foreign private issuers that use as their basis of accounting IFRS as
published by the IASB to file their financial statements without
reconciliation to U.S. GAAP as described under Items 17 and 18 of Form
20-F. Based on an analysis of the language and legislative history of
the Act, Congress does not appear to have intended the Regulatory
Flexibility Act to apply to foreign issuers. For this reason, the
proposed amendment should not have a significant economic impact on a
substantial number of small entities.
    We solicit written comments regarding this certification. We
request that commenters describe the nature of any impact on small
entities and provide empirical data to support the extent of the
impact.

VIII. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition and Capital Formation Analysis

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA''),\138\ we solicit data to determine whether the
proposals constitute a ``major'' rule. Under SBREFA, a rule is
considered ``major'' where, if adopted, it results or is likely to
result in:
---------------------------------------------------------------------------

    \138\ Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C. and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more
(either in the form of an increase or a decrease);
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effects on competition, investment or
innovation.
    We request comment on the potential impact of the proposals on the
economy on an annual basis. Commenters are requested to provide
empirical data and other factual support for their views if possible.
    Section 2(b) of the Securities Act \139\ and Section 3(f) of the
Exchange Act \140\ require us, when engaging in rulemaking that
requires us to consider or determine whether an action is necessary or
appropriate in the public interest, to consider whether the action will
promote efficiency, competition, and capital formation. When adopting
rules under the Exchange Act, Section 23(a)(2) of the Exchange Act
\141\ requires us 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.
---------------------------------------------------------------------------

    \139\ 15 U.S.C. 77b(b).
    \140\ 15 U.S.C. 78c(f).
    \141\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    The purpose of the proposed amendments to Form 20-F under the
Exchange Act, Forms F-4 and S-4 and Rule 701 under the Securities Act,
and Regulation S-X is to allow foreign private issuers that use as
their basis of accounting IFRS as published by the IASB to include
those financial statements in their annual reports and registration
statements filed with the Commission without reconciliation to U.S.
GAAP. This proposal is designed to increase efficiency, competition and
capital formation by helping to move towards a single set of globally
accepted accounting standards, as well as by alleviating the burden and
cost that eligible companies would face if required to prepare a U.S.
GAAP reconciliation for inclusion in annual reports and registration
statements filed with us. Due to the cost to issuers of preparing the
reconciliation to U.S. GAAP from IFRS, we believe that the proposed
amendment would be likely to promote efficiency by eliminating
financial disclosure that is costly to produce. We believe that
investors would have adequate information on which to base their
investment decisions and that capital may be allocated on a more
efficient basis.
    The proposed amendments are expected to facilitate capital
formation by foreign companies in the U.S. capital markets by reducing
regulatory compliance burdens for foreign private issuers that rely on
the proposed amendments. Reduced compliance burdens are expected to
lower the cost of preparing disclosure for purposes of raising capital
in the United States for those issuers.
    The proposed amendments also may have other impacts on efficiency
and capital formation, which may not be felt equally by all market
participants. For

example, the amendments may have a more favorable competitive impact on
foreign private issuers from jurisdictions in which the use of IFRS is
already required or permitted. Issuers from such jurisdictions may be
able to benefit from the amendments more quickly than issuers from
jurisdictions that do not permit the use of IFRS. Also, some foreign
private issuers may be concerned about the public perception costs of
not including a U.S. GAAP reconciliation, particularly if they compete
for capital with other foreign companies that provide a reconciliation
or that prepare financial statements that comply with U.S. GAAP.
    The proposed amendments also may have effects on efficiency and
capital formation to the extent that investors need to increase their
familiarity with IFRS in order to compare investment opportunities
without reference to a U.S. GAAP reconciliation. If investors prefer
the information provided in a U.S. GAAP reconciliation, a foreign
private issuer that uses IFRS as published by the IASB without
reconciliation may face adverse competitive effects in the capital
markets. For example, investor unfamiliarity with IFRS may adversely
affect investor confidence in issuers that prepare IFRS financial
statements without reconciliation to U.S. GAAP. This may lead investors
to insist on a risk premium in those companies, which would affect
their competitiveness in the capital markets. Also, if investors must
incur costs in order to understand IFRS financial statements without a
U.S. GAAP reconciliation, there may be an incentive for intermediary
parties to provide U.S. GAAP reconciliation services.
    We solicit comment on whether the proposed rules would impose a
burden on competition or whether they would promote efficiency,
competition and capital formation. For example, would the proposals
have an adverse effect on competition that is neither necessary nor
appropriate in furtherance of the purposes of the Exchange Act? Would
the proposals create an adverse competitive effect on U.S. issuers or
on foreign issuers that are not in a position to rely immediately on
the accommodation? Would the proposed amendments, if adopted, promote
efficiency, competition and capital formation? Commenters are requested
to provide empirical data and other factual support for their views if
possible.

IX. Statutory Basis and Text of Proposed Amendments

    We propose the amendment to Exchange Act Form 20-F pursuant to
Sections 6, 7, 10, and 19 of the Securities Act of 1933 as amended, and
Sections 3, 12, 13, 15, 23 and 36 of the Securities Exchange Act of
1934.

Text of Proposed Amendments

List of Subjects in 17 CFR Parts 210, 230, 239 and 249

    Accounting, Reporting and recordkeeping requirements, Securities.
    In accordance with the foregoing, the Commission proposes to amend
Title 17, Chapter II of the Code of Federal Regulations 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, 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, 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 210.3-10 is amended by:
    a. Revising the introductory text of paragraph (i), and
    b. Revising paragraph (i)(12).
    The revisions read as follows.

Sec.  210.3-10  Financial statements of guarantors and issuers of
guaranteed securities registered or being registered.

* * * * *
    (i) Instructions for preparation of condensed consolidating
financial information required by paragraphs (c), (d), (e) and (f) of
this section.
* * * * *
    (12) Where the parent company's consolidated financial statements
are prepared on a comprehensive basis other than U.S. Generally
Accepted Accounting Principles or the English language version of
International Financial Reporting Standards as published by the
International Accounting Standards Board, reconcile the information in
each column to U.S. Generally Accepted Accounting Principles to the
extent necessary to allow investors to evaluate the sufficiency of the
guarantees. The reconciliation may be limited to the information
specified by Item 17 of Form 20-F (Sec.  249.220f of this chapter). The
reconciling information need not duplicate information included
elsewhere in the reconciliation of the consolidated financial
statements.
    3. Amend Sec.  210.4-01 by revising paragraph (a)(2) to read as
follows:

Sec.  210.4-01  Form, order and terminology.

    (a) * * *
    (2) In all filings of foreign private issuers (see Sec.  230.405 of
this chapter), except as stated otherwise in the applicable form, the
financial statements may be prepared according to a comprehensive set
of accounting principles, other than those generally accepted in the
United States or the English language version of International
Financial Reporting Standards as published by the International
Accounting Standards Board, if a reconciliation to United States
generally accepted accounting principles and the provisions of
Regulation S-X of the type specified in Item 18 of Form 20-F (Sec.
249.220f of this chapter) is also filed as part of the financial
statements. Alternatively, the financial statements may be prepared
according to United States generally accepted accounting principles or
the English language version of International Financial Reporting
Standards as published by the International Accounting Standards Board.
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    4. The authority citation for Part 230 continues to read as
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r,
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w,
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
    5. Amend Sec.  230.701 by revising the introductory text of
paragraph (e) and revising paragraph (e)(4) to read as follows:

Sec.  230.701  Exemption for offers and sales of securities pursuant to
certain compensatory benefit plans and contracts relating to
compensation.

* * * * *
    (e) Disclosure that must be provided. The issuer must deliver to
investors a copy of the compensatory benefit plan or the contract, as
applicable. In addition, if the aggregate sales price or amount of
securities sold during any consecutive 12-month period exceeds $5
million, the issuer must deliver the following disclosure to investors
a

reasonable period of time before the date of sale:
* * * * *
    (4) Financial statements required to be furnished by Part F/S of
Form 1-A (Regulation A Offering Statement) (Sec.  239.90 of this
chapter) under Regulation A (Sec. Sec.  230.251--230.263). Foreign
private issuers as defined in Rule 405 must provide a reconciliation to
generally accepted accounting principles in the United States (U.S.
GAAP) if their financial statements are not prepared in accordance with
U.S. GAAP or the English language version of IFRS as published by the
IASB (Item 17 of Form 20-F (Sec.  249.220f of this chapter)). The
financial statements required by this section must be as of a date no
more than 180 days before the sale of securities in reliance on this
exemption.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    6. The authority citation for part 239 continues to read in part as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w, 78ll(d), 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29,
80a-30, and 80a-37, unless otherwise noted.
* * * * *
    7. Amend Form S-4 (referenced in Sec.  239.25) by revising the
instruction to Item 17 to read as follows:

    Note: The text of Form S-4 does not and this amendment will not
appear in the Code of Federal Regulations.

Form S-4

* * * * *
    Item 17. Information with Respect to Companies other than S-3
Companies.
* * * * *
    Instructions:
    1. * * *
    2. If the financial statements required by this paragraph are
prepared on the basis of a comprehensive body of accounting principles
other than U.S. GAAP or the English language version of IFRS as
published by the IASB, provide a reconciliation to U.S. GAAP in
accordance with Item 17 of Form 20-F (Sec.  249.220f of this chapter)
unless a reconciliation is unavailable or not obtainable without
unreasonable cost or expense. At a minimum, provide a narrative
description of all material variations in accounting principles,
practices and methods used in preparing the non-U.S. GAAP financial
statements from those accepted in the U.S. when the financial
statements are prepared on a basis other than U.S. GAAP.
* * * * *
    8. Amend Form F-4 (referenced in Sec.  239.34) by:
    a. Revising Item 10(c)(2);
    b. Revising Item 10(c)(3);
    c. Revising Item 12(b)(2)(iii) and (iv);
    d. Revising the Instruction to Item 17(b)(5) and (b)(6).
    The revisions read as follows.

    Note: The text of Form F-4 does not and this amendment will not
appear in the Code of Federal Regulations.

Form F-4

* * * * *
    Item 10. Information With Respect to F-3 Companies.
* * * * *
    (c) * * *
    (1) * * *
    (2) Restated financial statements prepared in accordance with or,
if prepared using a basis of accounting other than the English language
version of IFRS as published by the IASB, reconciled to U.S. GAAP and
Regulation S-X if there has been a change in accounting principles or a
correction of an error where such change or correction requires a
material retroactive restatement of financial statements;
    (3) Restated financial statements prepared in accordance with or,
if prepared using a basis of accounting other than the English language
version of IFRS as published by the IASB, reconciled to U.S. GAAP and
Regulation S-X where one or more business combinations accounted for by
the pooling of interest method of accounting have been consummated
subsequent to the most recent fiscal year and the acquired businesses,
considered in the aggregate, are significant pursuant to Rule 11-01(b)
of Regulation S-X (Sec.  210.11-01(b) of this chapter); or
* * * * *
    Item 12. Information With Respect to F-3 Registrants.
* * * * *
    (b) * * *
    (2) * * *
    (iii) Restated financial statements prepared in accordance with or,
if prepared using a basis of accounting other than the English language
version of IFRS as published by the IASB, reconciled to U.S. GAAP and
Regulation S-X if there has been a change in accounting principles or a
correction of an error where such change or correction requires a
material retroactive restatement of financial statements;
    (iv) Restated financial statements prepared in accordance with or,
if prepared using a basis of accounting other than the English language
version of IFRS as published by the IASB, reconciled to U.S. GAAP and
Regulation S-X where one or more business combinations accounted for by
the pooling of interest method of accounting have been consummated
subsequent to the most recent fiscal year and the acquired businesses,
considered in the aggregate, are significant pursuant to Rule 11-01(b)
of Regulation S-X; and
* * * * *
    Item 17. Information With Respect to Foreign Companies Other Than
F-3 Companies.
* * * * *
    Instructions to paragraph (b)(5) and (b)(6): If the financial
statements required by paragraphs (b)(5) and (b)(6) are prepared on the
basis of a comprehensive body of accounting principles other than U.S.
GAAP or the English language version of IFRS as published by the IASB,
provide a reconciliation to U.S. GAAP in accordance with Item 17 of
Form 20-F (Sec.  249.220f of this chapter) unless a reconciliation is
unavailable or not obtainable without unreasonable cost or expense. At
a minimum, provide a narrative description of all material variations
in accounting principles, practices and methods used in preparing the
non-U.S. GAAP financial statements from those accepted in the U.S. when
the financial statements are prepared on a basis other than U.S. GAAP.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    9. The authority citation for part 249 continues to read, in part,
as follows:

    Authority: 15 U.S.C. 78a et seq., 7202, 7233, 7241, 7262, 7264,
and 7265; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
    10. Amend Form 20-F (referenced in Sec.  249.220f) as follows:
    a. Add a check box to the cover page indicating the basis of
accounting used to prepare the financial statements;
    b. Revise the check box on the cover page indicating whether Item
17 or Item 18 was used;
    c. Revise the cover page to require contact information for the
issuer;
    d. Revise General Instruction G(b)(1)(A) and G(b)(2)(A);
    e. Revise General Instruction G(d);
    f. Revise General Instruction G(e);
    g. Revise General Instruction G(f)(2)(B)(ii);
    h. Revise General Instruction G(f)(2)(B)(iii);

    i. Revise General Instruction G(h)(2);
    j. Revise Instruction 2.b to General Instruction G(h);
    k. Revise Item 3.A, Instruction 2;
    l. Add an Instruction to Item 5;
    m. In Item 8.A.5, add a sentence to the end of Instruction 3;
    n. Add an Instruction to Item 11;
    o. Revise Item 17(c);
    p. Remove Item 17(c)(2)(iv)(B);
    q. Remove Item 17(c)(2)(iv)(C);
    r. Add text at the end of Item 17(c)(2)(v);
    s. Add text at the end of Item 17(c)(2)(vi);
    t. Remove Item 17(c)(2)(viii);
    u. Remove Item 17, Instruction 6; and
    v. Revise Item 18(b).
    The additions and revisions read as follows:

    Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 20-F

* * * * *
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(Name, Telephone and Address of Company Contact Person)

Large accelerated filer----------------Accelerated filer--------------
--Non-accelerated filer----------------

    Indicate by check which basis of accounting the registrant has used
to prepare the financial statements included in this filing:
U.S. GAAP------------International Financial Reporting Standards as
published by the International Accounting Standards Board (in
English)------------Other------------
    If ``Other'' has been checked in response to the previous question,
indicate by check mark which financial statement item the registrant
has elected to follow.
Item 17------ Item 18------
* * * * *
General Instructions
* * * * *
    G. First-Time Application of International Financial Reporting
Standards.
* * * * *
    (b) * * *
    (1) * * *
    (A) the issuer's most recent audited financial statements required
by Item 8.A.2 are for the 2012 financial year or an earlier financial
year;
* * * * *
    (2) * * *
    (A) the annual report relates to the 2012 financial year or an
earlier financial year;
* * * * *
    (d) Information on the Company. The reference in Item 4.B to the
``body of accounting principles used in preparing the financial
statements,'' means IFRS and not the basis of accounting that was
previously used (``Previous GAAP'') or accounting principles used only
to prepare a U.S. GAAP reconciliation.
    (e) Operating and Financial Review and Prospects. The issuer shall
present the information provided pursuant to Item 5. The discussion
should focus on the financial statements for the two most recent
financial years prepared in accordance with IFRS. No part of the
discussion should relate to financial statements prepared in accordance
with Previous GAAP.
    (f) Financial Information.
* * * * *
    (2)(B)(i) * * *
    (ii) Two financial years of audited financial statements and
interim financial statements (which may be unaudited) for the current
and comparable prior year period, prepared in accordance with IFRS;
    (iii) Three financial years of audited financial statements
prepared in accordance with Previous GAAP and reconciled to U.S. GAAP
as required by Item 17(c) or 18, as applicable; interim statements
(which may be unaudited) for the current and comparable prior year
period prepared in accordance with IFRS; and condensed financial
information prepared in accordance with U.S. GAAP for the most recent
financial year and the current and comparable prior year interim period
(the form and content of this financial information shall be in a level
of detail substantially similar to that required by Article 10 of
Regulation S-X.
* * * * *
    (h) Financial Statements.
* * * * *
    (2) U.S. GAAP Information. The U.S. GAAP reconciliation referenced
in Item 17(c) or 18 shall not be required for periods presented in
accordance with the English language version of IFRS as published by
the IASB.
    Instructions:
* * * * *
    b. Present or incorporate by reference operating and financial
review and prospects information pursuant to Item 5 that focuses on the
financial statements for the two most recent financial years prior to
the most recent financial year that were prepared in accordance with
Previous GAAP. The discussion should not refer to a reconciliation to
U.S. GAAP. No part of the discussion should relate to financial
statements prepared in accordance with IFRS.
* * * * *
Item 3. Key Information
* * * * *
    Instructions to Item 3.A:
* * * * *
    2. You may present the selected financial data on the basis of the
accounting principles used in your primary financial statements. If you
use a basis of accounting other than the English language version of
IFRS as published by the IASB (``IFRS''), however, you also must
include in this summary any reconciliations of the data to U.S.
generally accepted accounting principles and Regulation S-X, pursuant
to Item 17 or 18 of this Form. For financial statements prepared using
a basis of accounting other than IFRS, you only have to provide
selected financial data on a basis reconciled to U.S. generally
accepted accounting principles for (i) those periods for which you were
required to reconcile the primary annual financial statements in a
filing under the Securities Act or the Exchange Act, and (ii) any
interim periods.
* * * * *
Item 5. Operating and Financial Review and Prospects
* * * * *
    Instructions to Item 5:
* * * * *
    5. Issuers preparing their financial statements in accordance with
the English language version of IFRS as published by the IASB
(``IFRS'') should, in providing information in response to paragraphs
of this Item 5 that refer to specific provisions of U.S. GAAP, refer to
appropriate provisions of IFRS that contain the definitional principles
embodied in the referenced U.S. GAAP items. In responding to this Item
5, issuers need not repeat information contained in financial
statements prepared in accordance with IFRS.
* * * * *
Item 8. Financial Information
* * * * *
    Instructions to Item 8.A.5:
* * * * *
    3. * * * * *
    A registrant using the English language version of IFRS as
published by the IASB as its basis of accounting is not required to
provide the information described in paragraphs

3(a) and (b) to this Instruction to Item 8.A.5.
* * * * *
Item 11. Quantitative and Qualitative Disclosures About Market Risk
* * * * *
    Instruction: Issuers preparing their financial statements in
accordance with the English language version of IFRS as published by
the IASB should, in providing information in response to paragraphs of
this Item that refer to specific provisions of U.S. GAAP, follow the
appropriate provisions of IFRS that contain the principles embodied in
the referenced U.S. GAAP items. In responding to this Item, issuers
need not repeat information contained in financial statements prepared
in accordance with the English language version of IFRS as published by
the IASB.
* * * * *
Item 17. Financial Statements
* * * * *
    (c): The financial statements and schedules required by paragraph
(a) above may be prepared according to U.S. generally accepted
accounting principles or the English language version of IFRS as
published by the IASB. If the financial statements comply with the
English language version of IFRS as published by the IASB, (i) it must
be clearly stated in the notes to the financial statements and (ii) the
auditor's report must include an opinion on whether the financial
statements comply with the English language version of IFRS as
published by the IASB. If the notes and auditor's report of an issuer
do not contain the information in the preceding sentence, then the U.S.
GAAP reconciliation information described in paragraphs (c)(1) and
(c)(2) must be provided. Alternatively, such financial statements and
schedules may be prepared according to a comprehensive body of
accounting principles other than those generally accepted in the United
States or the English language version of IFRS as published by the IASB
if the following are disclosed:
* * * * *
    (c)(2)(v): * * * Issuers that prepare financial statements using
the English language version of IFRS as published by the IASB that are
furnished pursuant to Sec.  210.3.05 may omit the disclosures specified
by paragraphs (c)(2)(i), (c)(2)(ii), and (c)(2)(iii) of this Item
regardless of the size of the business acquired or to be acquired.
    (c)(2)(vi): * * * Issuers that prepare financial statements using
the English language version of IFRS as published by the IASB that are
furnished pursuant to Sec.  210.3.09 may omit the disclosures specified
by paragraphs (c)(2)(i), (c)(2)(ii), and (c)(2)(iii) of this Item
regardless of the size of the investee.
    (c)(2)(vii):
* * * * *
    Instructions to Item 17(C)(2):
* * * * *
Item 18. Financial Statements
* * * * *
    (b) If the financial statements are prepared using a basis of
accounting other than the English language version of IFRS as published
by the IASB, all other information required by U.S. generally accepted
accounting principles and Regulation S-X unless such requirements
specifically do not apply to the registrant as a foreign issuer.
However, information may be omitted (i) for any period in which net
income has not been presented on a basis reconciled to United States
generally accepted accounting principles, or (ii) if the financial
statements are furnished pursuant to Sec.  210.3.05 or less-than-
majority owned investee pursuant to Sec.  210.3.09 of this chapter.
    Instructions to Item 18:
    1. All of the instructions to Item 17 also apply to this Item,
except Instruction 3 to Item 17, which does not apply.
    2. An issuer that is required to provide disclosure under FASB,
Statement of Accounting Standards No. 69, ``Disclosures about Oil and
Gas Producing Activities,'' shall do so regardless of the basis of
accounting on which it prepares its financial statements.
* * * * *

    Dated: July 2, 2007.

    By the Commission.
Nancy M. Morris,
Secretary.
 [FR Doc. E7-13163 Filed 7-10-07; 8:45 am]

BILLING CODE 8010-01-P