The Coca Cola Company
CONNIE D. MCDANIEL
VICE PRESIDENT AND CONTROLLER
ADDRESS REPLY TO|
P.O. BOX 1734
ATLANTA, GA 30301
Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW Washington, DC 20549
File No.: S7-08-02
Subject: Acceleration of Periodic Report Filing Dates and Disclosure Concerning
Website Access to Reports
Dear Mr. Katz:
I would like to thank you for this opportunity to comment on the rule changes proposed in the Securities and Exchange Commission's (SEC) release dated April 12, 2002 titled "Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports."
Acceleration of Quarterly and Annual Report Due Dates
While we acknowledge and agree with the SEC's point of view that shortening the due dates for filing periodic reports would accelerate the flow of information to investors and the markets, we do have several concerns with this proposal.
It is true that there has been significant advancement in technology over the past 30 years in the world's more developed countries. These advancements generally provide for more effective and efficient collection of large amounts of data; however, The Coca-Cola Company (our Company) operates in over 200 countries. The technological advancements available in many of the world's developed countries are not necessarily available in all of the countries in which we do business. Therefore, our Company still has significant challenges in collecting and properly analyzing data required to be disclosed by the SEC and US GAAP. Furthermore, the technological advances do not reduce the amount of time necessary to prepare and review complete and insightful qualitative disclosures. As the financial reporting requirements and the business environment continue to become more complex, the time needed to produce accurate and complete disclosures only increases. After we have completed the disclosures, our external auditors and our audit committee need adequate time to review and comment on the disclosures prior to the reports being filed with the SEC.
As the amount and the complexity of the disclosure requirements have increased over recent years, companies have been required to continually modify the type of data collected and analyzed on a periodic basis. The system modifications needed to ensure compliance with the changing disclosure requirements take time to implement. In order to meet the accelerated deadlines proposed by the SEC, companies will need more time to react to future changes in required disclosures to ensure appropriate system modifications can be made. Furthermore, internal drafts of the periodic filings will need to be circulated for review well in advance of the deadline. This will make accommodating any last minute changes in the disclosure requirements much more difficult.
At our Company, the same group of individuals is responsible for both the financial statement closing process and the preparation of the financial statements, MD&A and other portions of the periodic reports filed with the SEC. We feel that using the same individuals in both processes is efficient and effective. Through the closing process, the individuals gain an understanding of the data which allows them to adequately provide the meaningful qualitative disclosures required by the SEC. If the due dates for the periodic filings are accelerated, we would have to reengineer the process and dedicate specific individuals to each of the two processes. This situation would require additional personnel and would likely result in duplicating efforts.
Our Company prepares its periodic filings with the SEC in a commonly used document format such as Microsoft Word. This document format can easily be converted into PDF files. Drafts of the filings are prepared and reviewed by many individuals within the Company, as well as the audit committee of our Board of Directors and external auditors, in these document formats. Once the final version of the filing has been approved by the appropriate individuals within the Company and the audit committee, the document must be "EDGARized." Since EDGAR does not accept documents in the format we use to prepare the document, we spend a significant amount of time converting, correcting and proof reading the EDGAR document to ensure that it is an exact replica of the approved final draft of the filing which was prepared in the common format. We feel that modification of the EDGAR filing system to accept commonly used document formats or PDF files would eliminate time consuming steps in the current filing process which would increase the likelihood of achieving the proposed filing deadlines. Furthermore, the use of one of the commonly used document formats or PDF files, rather than the current EDGAR format, would provide more flexibility to users of the filings as they navigate through the document and search for key words within the document.
Specific Requests for Comment
We would like to comment on the specific question in the rule proposal regarding a conforming change to the 120-day period companies have to file their definitive proxy involving the election of directors. We do not believe that a change should be made to the 120-day period that companies are allowed to incorporate by reference the information required by Part III of Form 10-K. We see no reason why any company that meets the "accelerated filer" definition should also be required to accelerate its annual proxy. We believe the current reporting period for annual disclosures about directors and executive officers is adequate for the needs of investors.
We do share the SEC's point of view that shortening the due dates for filing periodic reports would increase the timely flow of information to the investors, but we do not believe that reducing the time period to file the quarterly reports by 15 days and the annual reports by 30 days would achieve the necessary balance between the desired timing and the required quality and accuracy of the reports. We feel that reducing the deadlines by one third is significant, and it would be an undue burden for our Company to comply with the proposed deadlines. Therefore, if the SEC feels the deadline must be changed, we suggest the reporting deadlines for quarterly filings should be reduced to 40 days and the annual filings to 75 days.
We would be pleased to discuss our comments with the SEC at your convenience.
Very truly yours,
Connie D. McDaniel
Vice President and Controller