May 20, 2002
U.S. Securities and Exchange Commission
450 Fifth Street N. W.
Washington, D.C. 20549
Attention: Mr. Jonathan G. Katz
Re: File No S7-08-02
Ladies and Gentlemen:
We appreciate the opportunity to comment on the proposed rules intended to accelerate the filing of quarterly and annual reports as well as the disclosure concerning website access to reports. Air Products is a multi-national major supplier of chemicals, industrial gases and related equipment with annual sales exceeding $5 billion.
We believe that full and effective as well as timely disclosure is a benefit to our investors. We support the Commission's goal in modernizing the periodic reporting system and improving the usefulness of quarterly and annual reports to investors.
Based on present staffing levels and work processes, the proposed accelerated filings would be burdensome for Air Products. Additionally, we find a thirty-day deadline would lessen the amount of time available for internal review of the documents, especially at a time when the Audit Committee is increasing its involvement in the company's external financial disclosures. The company would support a filing deadline for quarterly reports of 40 days and 75 days for the annual report filing, or a variable of time after the earnings release is issued, say 10 days for quarterly reports and 55 days for annual reports.
The filing of our recent 10-Q is the basis of our comments. Air Products accelerated the filing of its 10-Q for the recent quarter ended 31 March 2002 due to the anticipated change in its external auditors. Using existing staffing levels and work processes, the earliest the company was able to file was on 3 May 2002. This equates to thirty-three days after the close of the quarter and three days late under the proposed rules.
The company publicly released its earnings on 23 April 2002, eight business days before the 10-Q was filed. However, there was significant additional work required in order to accurately complete the 10-Q such as: preparation of the consolidated statement of comprehensive income, expanding footnote disclosures such as goodwill and workforce reduction roll forwards, computing the ratio of earnings to fixed charges, and the preparation of the Management's Discussion and Analysis (MD&A). The MD&A was not only prepared for the current quarter results but was also prepared on a year-to-date basis which required further analysis and compilation of information. The focus of the earnings release is on the current quarter. The 10-Q also needed to go through additional comprehensive reviews by both the company's senior management and external auditors, which required unconventional business hours to accomplish due to the accelerated filing. Additionally, senior managers set time aside to review this document during this shortened time period. Under current filing deadlines, our management generally has five days to review the disclosures. With our accelerated filing, they had only thirty-six hours. Critical senior managers may not always be available in this time frame. Finally, after document approval there is additional time required for technology support to convert the document into EDGAR format and final proofing of this document.
For our fiscal year 2001 annual report, we filed the required 10-K on day 75 after year-end, or 14 December 2001. The annual report was sent to the external printers on November 23rd. This equates to 5 business days remaining to file the 10-K by the proposed accelerated filing date. The 10-K requires additional financial disclosures along with exhibits and financial statement schedules. Furthermore, there is a significant work effort, about one week, for the technology support to convert the MacIntosh document (required for external printing) into PDF format that is needed to file via EDGAR. After the 10-K is completed and before filing, we go through additional proofing, editing, and reviewing of the 10-K in its entirety. Senior management and external auditiors are also involved in the final review.
The company supports the Commission's goal of fostering prompt and more widespread dissemination of information. It believes that disclosure should be more readily available to investors on a timely basis in a variety of locations, including the company's website location, to facilitate investor access to that information. The company concurs with the Commission's proposal to provide broad access to its SEC filings on the company's website. Currently, Air Products provides access to its 10-Q filings on its website via a hyperlink from the EDGAR database with a third-party service. In addition, the company provides the annual report, proxy statement, and press releases on a company website. However, due to the multi-party interfaces in a complex technology environment, the company supports a one business day delay between the SEC filing and the availability of it on the company's website.
Furthermore, the Commission's consideration in a conforming change to accelerate the timing requirements in Reg S-X (Rules 3-01, 3-05, and 3-12) for inclusion in other filings such as Exchange Act registration statements as well as similar revisions to the financial statement filing requirements in Item 7 of form 8-K, the company feels would not be achievable. In 2001, the company sold the majority of its U.S. packaged gas business. As a result, the company was required by the acquiror to provide audited carve-out statements for the business divested. Since the statements were for a portion of the business, we needed to create the financial statements. The company does not prepare for its divisional reporting complete balance sheets and income statements, and a cash flow statement is only prepared at the consolidated level. Allocation methodologies were devised in order to prepare complete financial statements for the carved out business. Additionally, there were additional informational requirements for the preparation of the footnotes. If the acquirer would have been required to file an 8-K, meeting the current reporting deadlines would have been a challenge both for the company and the external auditors. The process to produce this information requires obtaining information not included in routinely available financial reports of either the buyer or the seller.
The company supports the access to and related disclosures of the company's website for investor access to SEC filings. However, the company does request a one business day delay of information on the website from the filing date. The company does not believe the proposed filing date changes for Item 7 of Form 8-K and Rules 3-01, 3-05, and 3-12 registration statements are achievable and recommends no change to the current requirements.
In conclusion, the company believes the Commision needs to focus its directives to the quality of financial reporting which is the issue that is causing the crisis in confidence in our finanial reporting system. The company strongly encourages the Commisision to simplify the financial reporting structure to provide clearer and more direct information to investors.
We thank you for the opportunity to express our views on this reporting issue and would be available to discuss this with the staff.
Paul E. Huck
Vice President and