|Microsoft Corporation||Tel 425 882 8080|
|One Microsoft Way||Fax 425 936 7329|
|Redmond, WA 98052-6399||http://www.microsoft.com/|
May 23, 2002
Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: File No. S7-08-02
Dear Mr. Katz:
Microsoft appreciates the opportunity to comment on the proposed rule, "Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports." We agree with the proposal to accelerate the filing deadlines of quarterly and annual reports and commend the SEC for the leadership it has shown in addressing the current crisis of confidence in our capital markets. We also agree with the proposal concerning website access to these reports, but do suggest a minor change in those requirements.
The transparency, timeliness, and usability of financial information is critical to the proper functioning of our capital markets. Reflecting on the past, we agree that it is somewhat surprising that the filing deadlines for periodic reports have not changed in over 30 years. While the amount of information required to be disclosed in periodic reports has increased significantly over this time period, we also believe that advances in communications and information technology during this same period has more than offset the difficulties incurred in providing this increased amount of information.
Microsoft has been working diligently to accelerate the filing of its periodic reports. For example, we filed our most recent Form 10-Q thirty days after quarter end. While we understand the concerns about the potential for decreases in the quality of periodic reports given less time for preparation and review, it has been our experience that these concerns can be mitigated with proper planning. Furthermore, we have developed additional efficiencies in our processes as the result of our work to accelerate the filing of our periodic reports.
As mentioned in the proposed rule, we also considered a potential requirement that companies file their periodic reports within a certain amount of time after their release of earnings. The benefit of this approach is that the time period for filing periodic reports could be somewhat customized to meet a company's particular circumstances. However, we rejected this approach as we believe it could lead some companies to delay their earnings announcements in order to extend the time period for filing periodic reports. Microsoft does not believe that a final rule on this issue should lead to the possible delay of financial information being provided to the capital markets.
Microsoft also agrees with the proposal concerning website access to reports, subject to a minor change. As currently proposed, if a company does not make its filings available on its website the same day that such material is filed with the SEC, the company must disclose the reason why it does not do so. Currently, Microsoft strives to make its reports available on its website the same day that such information is filed with the SEC, but unforeseen circumstances, such as a server being down, may prevent us from doing so. It seems overly burdensome that companies would have to report on such circumstances and we believe this disclosure requirement should only be required if a company does not intend to make its reports available on its website the same day as they are filed with the SEC.
If you have any questions, please contact me at (425) 703-6094.
Director, External Reporting