May 23, 2002
Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Reference: File No. S7-08-02
Dear Sir or Madam:
This letter is in response to the SEC's proposed rule for the Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports. On behalf of Commercial Federal Corporation, Omaha, NE, I respectfully submit the following comments.
In order for the financial reporting preparation process to begin, the books of the company must first be closed in a manner that ensures accuracy in the financial data generated. With the dependency on multiple business units and systems which supply financial information within our organization and the accounting requirements associated with complex accounting standards such as SFAS No. 133 and SFAS No. 140, our current quarter-end and year-end earnings close processes may require up to seven to ten business days to complete. Once the books are closed, our resources with reporting expertise are concentrated on completing multiple reporting functions. These reporting functions include the production of internal management reports, coordinating information gathering for the auditors, preparing regulatory financial reports such as the Thrift Financial Report for the Office of Thrift Supervision (due 30 days after quarter-end), and preparing summary financial information to be included in the press release which occurs about the 25th of the month following quarter-end. Up until the final week of the month following quarter-end, this reporting staff is pressed to complete these reporting responsibilities and has only just begun the compilation of the 10-Q or 10-K report. Until all of the financial data is collected and verified for accuracy during the approximately two weeks following the close of the books, it would be very difficult to even begin writing a detailed, accurate and meaningful MD&A earlier than the last week of the month following month end.
In order to complete the 10-Q within 30 days, we would have to consider using less precise estimation techniques in order to expedite the month-end close process which may result in deterioration of the quality and integrity of the earnings reported. Information systems would also need to be modified or replaced at a burdensome cost to allow for the retrieval of data at earlier, less precise cutoffs. We also would bear the burden and cost to expand the expert resources in our reporting area. Due to the surge of work that would need to be accomplished within these 30 days, it then becomes a challenge and a cost to maximize the use of these resources beyond this 30-day "crunch" period. Additionally, we are concerned that a similar strain on our audit resources needed to complete the review of our 10-Q within 30 days after quarter-end, would cause further pressure and additional cost to meet the shortened filing deadline. Currently, the quarterly review by our Independent Public Accountant has not been completed in its entirety by the time earnings release occurs on the 25th of the month following quarter end since our 10-Q is only completed in a very skeletal form by this time frame. Furthermore, the quality of the review procedures performed by our auditors may be diminished if shortcuts have to be made to meet timelines or client resource availability to answer audit inquiries is limited due to the demands on the client's time for data gathering, verification and reporting in this shortened timeframe.
Regarding the proposal to accelerate the filing date for the 10-K from 90 to 60 days after year end, our concerns are similar to those issues noted in the above paragraph. However, at year end, it may be more reasonable and less costly to manage accelerating the filing requirement by 15 days (i.e., a 75-day filing deadline after year end).
While we salute the efforts of the SEC to make financial information available to investors in a more timely fashion, we feel the benefits of earlier filings will be more than offset by the probable loss of data integrity, reduced detail in the disclosures provided, and possible diminished quality in review and audit services provided by our Independent Public Accountant. We believe the abbreviated data currently supplied in our earnings release provides investors with timely information that is accurate and meaningful. Although the data supplied in our 10-Q and 10-K filings may be somewhat outdated by the time it is filed, the data will at least be more reliable since it was not prepared and audited in a hasty and less thorough manner. We also believe different filing deadlines for different companies may confuse investors, so we would not be in favor of having only companies with larger public float being required to file under shortened deadlines.
Finally, regarding the proposal for website access to information, we support the disclosure of options to the investor for retrieval of Exchange Act filings. However, due to the myriad of options and costs for website access that companies have to consider, we believe the use of the EDGAR website would provide a low cost and consistent means for investors to retrieve Exchange Act filings in a less confusing manner. In order to provide the investor with access to these filings on the same day the material has been electronically submitted to the Commission, perhaps the Commission should consider "retooling" their EDGAR process to eliminate the 24-hour delay for filings posted to its website.
Thank you for the opportunity to respond to the Commission's proposed rule. We are hopeful that the need for adequate time to provide more valuable, accurate and complete information will be carefully examined in the consideration of shortened filing timeframes.
/s/ Pamela M. McIntyre
Assistant Corporate Controller
450 Regency Parkway
Omaha, Nebraska 68114