IMC Global Inc.
100 South Saunders Road
Lake Forest, Illinois 60045-2561
May 10, 2002
Jonathon G. Katz
Secretary, Securities and Exchange Commission
File No. S7-08-02
450 Fifth Street, NW
Washington, DC 20549
You have requested comments on the Proposed Rule: Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports (Proposed Rule). At IMC Global Inc. (IMC), we meet the definition of an accelerated filer, therefore, the Proposed Rule will have a significant impact on the preparation of IMC's Form 10-Ks and 10-Qs as well as other SEC filings. We have structured our response to address the Proposed Rule's questions that are most applicable to IMC's SEC reporting.
IMC agrees that shortening the due dates for quarterly, annual and transition reports would improve the flow of information to investors and the markets. However, there appear to be some broad generalizations that are being made in regard to the ability of all companies to meet this deadline. Consider the following that impact IMC:
1. As a result of the disclosure requirements under Regulation S-X Rule 3-10, IMC is responsible for three separate reporting entities' Form 10-Ks and 10-Qs. While some of the information reported in each of the three filings is consistent, they are still three separate and distinct documents, which need to go through a review process from many departments throughout IMC as well as the external auditors.
2. Also pursuant to Regulation S-X Rule 3-10, IMC prepares separate financial statements detailing guarantors and non-guarantors of public debt which are included as a footnote to IMC's SEC filings. This is a separate consolidation, which needs to have its own balance sheet, income statement and statement of cash flows for each period presented.
3. In 2001, after the earnings release for the fourth quarter of 2000, IMC executed a letter of intent for the purchase of one of its businesses prior to the 90 day reporting deadline for its Form 10-K. As a result, that business qualified for discontinued operations treatment, and it was necessary to restate the released financial statement information for the annual report and Form 10-K. Although this type of subsequent event is not common, without the extra 30 days it would have been extremely difficult, if not impossible, to meet the filing deadline.
These three examples demonstrate the additional time that is necessary above just preparing the usual accompanying notes and management's discussion and analysis.
Additionally, new guidance and pronouncements as to disclosure and accounting issues have proliferated recently, which require additional time for review and application. A contradiction appears to be in the making by requiring additional information while at the same time demanding more efficient delivery of all information.
The Proposed Rule does not seem to recognize that the preparation of these documents goes beyond the work done by a company's financial reporting group. During the preparation of IMC's Annual Report, virtually every department within the Company provides some information to be included in the final document. Preparing the Annual Report and submitting it to other departments for their review is a very time consuming process that can take weeks to complete. In addition, this will result in additional staffing and audit fees, which may not be in the best interest of our shareholders.
Although most of the audit work is performed prior to the earnings release, a substantial amount of work is still performed on all SEC filings by the auditors. This includes substantive procedures on the information presented and a review process by all members of the audit team. It appears this proposal makes the process overly burdensome for the auditors because most have multiple clients. It appears that this could take away from the amount of time that an auditor can spend on any one client's filings. This could certainly question whether accuracy and completeness are being sacrificed.
The Proposed Rule discusses the significant changes in technology over the past 30 years. The Edgar system while certainly improved over the past few years is still behind current technology. As a result, in order to prepare a Form 10-K, including exhibits, for filing, it takes four to five days to conform to the Edgar format so that it will be easily readable for the end user. Considering that IMC is responsible for three Form 10-Ks, a tremendous amount of time is spent preparing the documents for filling. Furthermore, as noted above, the required amount of information is increasing rapidly and has increased exponentially over the last five year time horizon, thus necessitating more technical expertise and time devoted to ensuring the accuracy and thoroughness of financial statements data and related disclosure.
Finally, it is difficult to determine whether these changes would leave enough time for audit committees and boards of directors to perform their review functions. For IMC, a week is generally given to these bodies for each of the three Form 10-Ks for which IMC is responsible for their review. This does not even take into consideration the amount of time necessary to address their comments or concerns.
IMC is opposed to the shortening of the reporting periods for Form 10-Ks and 10-Qs to 60 days and 30 days, respectively. If, however, it is determined by the SEC to follow this path, IMC would recommend a gradual transition of reducing the days by 10 days for each of the next three years for Form 10-Ks and five days for each of the next three years. This would allow companies to make sure staffing needs and timing are adequate to meet the shortened deadline.
We appreciate your consideration.
Very truly yours,
/s/ Robert M. Qualls
Robert M. Qualls
Vice President and Controller