|Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
|May 21, 2002|
Re: File No. S7-08-02
Dear Mr. Katz,
Thank you for the opportunity to comment on the above-referenced proposals.
Acceleration of Filings
American Financial Group ("AFG") strongly opposes the Commission's proposal to accelerate the periodic report filing dates.
AFG is a holding company with subsidiaries engaged primarily in property and casualty as well as annuity and life insurance businesses. AFG has approximately 50 insurance subsidiaries that are currently required to file separate annual and quarterly financial statements (prepared on a statutory accounting basis) with state regulatory authorities in roughly the same timeframe as the SEC's proposals. In addition, these subsidiaries provide GAAP financial data for consolidation into AFG's Form 10-K and Form 10-Q filings. The parent company financial reporting and tax groups, as well as our subsidiary accounting staffs, already work long hours just to meet the current deadlines.
If the SEC really wants registrants to "get it right the first time," giving them less time to do a thorough job is a bizarre form of encouragement. The proposals state that for the system to function most effectively, "the markets must have access to information that is clear, accurate, and timely." Unfortunately, it takes "time" to make disclosures clear and accurate. "Good data - slow" beats "bad data - fast" nearly all the time.
The release refers to a need to modernize the periodic reporting system by pointing out that "over 30 years have passed since we last changed these deadlines." I suggest that the SEC compare the volume of disclosures made in periodic reports today versus that of 30 years ago. Thirty years ago, we only had 24 APBs to worry about, Regulation S-K did not exist, and management's discussion and analysis was done only in the boardroom. Today, not only has MD&A been added to periodic filings, but footnote disclosures of many public companies have more than tripled in length compared to those of 30 years ago. Though some may argue that today's financial disclosures have become too complex for a non-accountant to decipher, most would agree that there has been a tremendous increase and improvement in reporting over the past 30 years.
The proposals point out that many large seasoned companies announce their quarterly and annual financial results well before they file their reports with the SEC. We believe the proposals overlook the amount of work required to complete all of the required footnote disclosures after the closing of earnings, not to mention management's discussion and analysis of the company's financial condition and results of operations, the description of business required in annual filings, reviews by outside auditors and legal counsel, the company's audit committee and other board members.
In recent years, independent certified public accountants have become more involved in the quarterly reporting process. In addition, guidelines for audit committees have been established to document their oversight of the financial reporting process. These changes are good and have enhanced the reliability and credibility of financial statements of public companies. However, these enhancements to the reporting process take additional time.
Although we cannot quantify the cost at this time, additional staff will need to be hired if the proposals are adopted. Perhaps a bigger issue is how the added staff will be kept productive during the periods we are not going through our quarterly closings. I assume our outside independent accountants will also have the same issue and that our audit fees will increase to compensate them for the added cost.
Same Day Website Posting
While AFG does not foresee a problem posting periodic reports to its website on a timely basis, we believe it should be strongly encouraged as "best practice" instead of mandatory. While most public companies already have websites or could establish one without too much cost, wouldn't it be way simpler to grant access to the SEC EDGAR system without the current 24-hour delay? In this manner, interested parties can get data for several registrants at one place instead of having to find out web addresses for all of the companies they may follow.
If the same day rule is adopted, there should be some time allowance for filings made at the end of the work day.
AFG will have significant problems meeting the accelerated filing deadlines. The reliability and accuracy of the reports will suffer as a result of shortened due dates. We do not believe the proposed deadlines give our auditors, audit committee and board of directors sufficient time to adequately perform their review functions. We will encounter problems keeping the added staff (needed for compliance) busy during periods other than quarterly closings and will likely incur higher audit fees. Accordingly, we do not believe the current reporting deadlines should be changed.
Robert H. Ruffing
Vice President and Controller
American Financial Group, Inc.