May 22, 2002
Securities and Exchange Commission
ATTN: Jonathan G. Katz
450 Fifth Street, NW
Washington, DC 20549
RE: Comment on File No. S7-08-02
Dear Mr. Katz:
The Toro Company is submitting this comment letter in response to File No. S7-08-02, Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports.
The Toro Company supports the Securities and Exchange Commission's (SEC) efforts to improve disclosures of historical financial results and information on the financial condition of reporting companies as well as forward-looking information designed to assist investors in making informed investment decisions. However, we are concerned about, and do not support the proposal to accelerate the filing due date for Form 10-Q from 45 days to 30 days after the quarter end and for Form 10-K from 90 days to 60 days after the year end. We believe the proposed timing is inconsistent with the SEC's efforts at improving financial disclosure and creates a hardship on companies preparing these forms.
The SEC is proposing additional required disclosure in the Forms 10-Q and 10-K related to critical accounting estimates, liquidity, third party financial arrangements, and related party transactions. Commentators have suggested that companies should incorporate the following "best practices" in their process of preparing Forms 10-Q and 10-K:
We believe the SEC's proposal to shorten the filing time is counterintuitive to achieving the above mentioned "best practices" and incorporating new disclosure requirements in periodic filings. This change may also have an unintended effect of compromising the ability to prepare complete and accurate disclosures with input from all necessary parties.
Included is our current process as an example of how we currently prepare our periodic quarterly public filings from the last day of a quarter-end to the current 45 day date of filing a Form 10-Q:
Our outside accounting firm does complete their review during quarter end or audit during fiscal year end of our financial information before we issue our financial results in the press release.
The proposed accelerated filing period would necessitate that we research and analyze financial results for the press release at the same time we prepare the Forms 10-Q or 10-K. We do not have sufficient staff to perform these processes at the same time, which would increase our costs on a permanent basis. The accelerated filing period would require employing additional people with SEC financial reporting experience. In addition, it could be difficult to complete our multiple review process that includes operating divisions, senior management, outside legal counsel, and external auditors within the proposed filing period. Also, we mail the Proxy statement and Form 10-K to shareholders at the same time, which is 90 days after year end. If the filing period for Form 10-K is accelerated to 60 days after year end, we would not be able to complete the Proxy statement within 60 days of our fiscal year end, which would require us to incur additional mailing costs to mail the Proxy statement and Form 10-K at different times.
We acknowledge that filing deadlines have not changed in over 30 years while technology has improved our ability to obtain information. However, the SEC should also consider that companies today have more global operations and more complex accounting and reporting issues than 30 years ago, and the process to prepare a Form 10-Q and Form 10-K still remains a labor intensive process. In addition, the volume and complexity of required financial disclosures have greatly increased during the past few years and the time spent by management, outside legal counsel, and external auditors has also increased, which requires a greater time commitment that fully utilizes the current 60 day and 90 day deadlines.
In summary, Toro does not support the proposed acceleration of periodic report filing dates for Forms 10-Q and 10-K. We believe the acceleration could be inconsistent with other SEC proposals and rules requiring expanded disclosures. We believe the current filing period is appropriate for filing both Forms 10-Q and 10-K. Our recommendation would be to focus on the quality of disclosures, and expand the mandatory disclosure requirements in Form 8-K as a vehicle to speed material changes in a company's business to investors.
Stephen P. Wolfe
Vice President, Finance
Treasurer and Chief Financial Officer