May 23, 2002
Mr. Johnathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: File No. S7-08-02
Dear Mr. Katz:
I am the Controller and Chief Accounting Officer of Hibernia Corporation, a $16.4 billion regional financial services holding company headquartered in New Orleans, Louisiana. I am writing to express Hibernia's views on the proposed acceleration of periodic report filing dates and disclosures concerning website access to reports. Specifically, I want to express our concern over the proposed shortening of filing deadlines for Form 10-K to 60 days and Form 10-Q to 30 days after period end for entities having public float of $75 million or more.
We find the proposed 30 day reporting deadline for the 10-Q to be especially problematic given the limited number of working days in that period and the number of regulatory filings due in the same period for those registrants in the banking industry. The 60 day deadline for the Form 10-K would be equally difficult, although an acceleration to a 75 day deadline would likely provide a reasonable amount of time to produce that filing. We have concerns that the acceleration of deadlines, as proposed, could potentially negatively affect the quality of the information provided in those filings. We do not think that the perceived benefit to investors of the acceleration of these SEC filings will outweigh the potential negative effects on quality of financial reporting, especially in the current environment where quality of financial reporting has become such an issue.
We believe the current system achieves an excellent balance between the goals of processing and disseminating information timely while still maintaining the quality of the financial statements, the accompanying notes prepared in accordance with generally accepted accounting principles and management's discussion and analysis (MD&A). Our Company has a very efficient closing process that provides accurate financial information in a short period of time. Such information is analyzed internally and subjected to review by our external auditors prior to our earnings release, which generally occurs within several weeks after the end of the reporting period. Although it is true that our earnings release does not provide investors with the same quantity of information that our SEC filings provide, we feel that it does provide investors with a prompt and accurate summary understanding of our operating results, which is then further enhanced by the complete SEC filings.
The process of producing footnote disclosures and a quality MD&A is much more time consuming than just producing basic financial statements. We must accumulate statistical and detailed financial information from various areas of the corporation. We believe the reason that our footnote disclosures and MD&A are valuable to investors is because they are well researched, substantiated through workpapers, and reviewed first by senior management, legal counsel and external auditors, and then by the audit committee in final form. These reviews and subsequent research to address comments or concerns resulting from these reviews take a considerable amount of time. In addition, it takes our current staff 2-3 days for a quarterly filing and 7-10 days for the annual filing just to prepare them for electronic submission. In order to comply with the proposed 30-day deadline, our reporting department would not only have to prepare the footnotes and MD&A in less than two weeks, but also reduce the amount of time spent in review. These changes would result in a lower-quality end product. The shorter deadlines would likely increase the dependency on "boilerplate" disclosures, which are obviously less useful to investors. The shortened time for review and audit would certainly increase the risk of undetected errors or omissions.
An increase in internal staffing in order to complete these filings under the accelerated deadlines would not only cost additional dollars, but also could cause a disjointed analysis as it would have to be partitioned out among more individuals working under a shorter timeframe. Further, increased internal staffing would not alleviate the overload experienced by senior management, legal counsel, external audit and the audit committee in the review process.
Financial reporting is under more scrutiny today than ever before. There is a public outcry for more disclosure in financial statements and more review by external auditors and audit committees. Accounting standards as well as the environment in which we operate are more complex than ever. We believe that these factors more than offset the advances in communications and technology cited as the reason for the proposed reduction in preparation time. We want to be thoughtful, not hurried. We need to focus on quality, not an illusion of speed that increases the risk that financial reports may be inaccurate, incomplete or even misleading.
The existing filing deadlines allow sufficient, but certainly not excessive, time for preparation of quality reports, while also providing timely information to investors. If the Commission nonetheless decides that changes to the filing deadlines are required, we would find an approach that establishes a filing deadline within a finite period after earnings are publicly released (i.e., 30 days for quarterly and 60 days for annual filings, but not later than the current deadlines) to be more reasonable, and more compatible with an emphasis on quality in financial reporting, than the changes currently proposed.
We do support the proposed rules regarding disclosure of website access to reports and would not find it difficult to comply with those rules if adopted.
We appreciate the opportunity to provide these comments. If you have any questions regarding our comments, please contact me at (504) 533-5332.
/s/Ronald E. Samford, Jr.
Ronald E. Samford, Jr.
Executive Vice President and Controller