Merck & Co., Inc.
One Merck Drive
P.O. Box 100
Whitehouse Station, NJ 08889-0100
May 23, 2002
Mr. Jonathan G. Katz
Secretary Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: Proposed Rule: Acceleration of Periodic Report Filing Dates and
Disclosure Concerning Website Access to Reports
File No. S7-08-02
Dear Mr. Katz:
Merck & Co., Inc. is a New Jersey based corporation with its principal place of business at One Merck Drive, P.O. Box 100, Whitehouse Station, New Jersey 08889-0100. The Company is a global research-driven pharmaceutical organization that discovers, develops, manufactures and markets human and animal health products and provides pharmaceutical benefit services. We are pleased to respond to the request for comment by the Securities and Exchange Commission (the "Commission") on its proposal contained in Release No. 33-8089, Proposed Rule: Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports (the "Release").
As preparers of financial information, we have a great interest in the issues covered by the Release, specifically the proposal to accelerate quarterly and annual filing requirements. Acceleration of 10-Q filings provides limited added value with an increased risk of deterioration of the quality and reliability of the financial information and disclosures. A wealth of detailed information is contained in the 10-K and we appreciate the value that accelerating the filing could provide to the capital markets for timely, well-informed decision-making. Here, too, however, in light of the demand for evermore robust disclosure and heightened management and Board accountability, we urge the Commission to proceed cautiously to ensure that the balance between quality, reliable financial information and timeliness is not compromised.
In interim periods, quarterly earnings releases, supplemented by any Form 8-Ks on significant events, provide the basic information about the key operating results of a company during the period. Because the time between the earnings release and the 10-Q filing is typically not extensive, acceleration of the 10-Q does not yield any significant incremental benefit. While a full set of financial statements and supplemental disclosures would be available within the proposed condensed time frame in most circumstances, this may not be the case when a significant transaction has occurred or a new accounting pronouncement is being implemented. At Merck, we actively follow deliberations surrounding proposed accounting standards relevant to the Company, respond to requests for comment when appropriate, and assess the impact of such proposals on an ongoing basis. Even with this level of involvement, new requirements take time and thoughtful consideration to properly implement. Accordingly, accelerated quarterly filing deadlines may reduce the quality and accuracy of financial reporting by some registrants with less dedicated resources during periods of initial implementation of a new accounting standard or when a significant transaction has occurred.
Further, the Commission, acknowledging the importance of the reliability of quarterly results, requires a company's interim financial statements to be reviewed by an independent public accountant prior to filing. Accelerated deadlines may cause the external auditor to unduly intensify its efforts, potentially jeopardizing the quality of the review, particularly during those periods in which the events just described have occurred. Overall, we believe the benefits of 10-Q acceleration will not outweigh the potential downside risks.
With respect to annual filings, the time between the year-end press release and the 10-K filing is much more pronounced than in the interim periods, resulting in a far more significant information gap. Hence, there is value from accelerating the flow of this detailed information to the market. Compilation of the 10-K is inherently more complex than quarterly filings, however, and the paramount value of this information to the marketplace resonates from its quality and reliability. Accordingly, the utmost consideration should be given to preserving the time required to allow management to thoughtfully prepare appropriate disclosure, respond to auditors' needs, and provide for meaningful dialogue with the audit committee and Board of Directors on the content of the 10-K. Further, because the process of producing 10-Ks, filing with the Commission through EDGAR, printing annual reports, and posting information on the company's website involves significant planning and coordination with third parties, financial statement preparers, who rely on many of the same resource providers, will need to carefully reassess their administrative processes. For these reasons, we believe that accelerating the 10-K filing requirement by 15 days, to 75 days after year-end, may provide a reasonable solution to concerns surrounding access to timely information, while putting less strain on both internal and external resources.
Thank you for the opportunity to provide comments on the proposed changes to accelerate periodic filing dates. We would be pleased to discuss our views with you at your convenience.
/s/ Richard C. Henriques
Richard C. Henriques
Vice President, Controller
Merck & Co., Inc.