Dell Computer Corporation
807 Las Cimas Parkway, Building 2
Austin, Texas 78746
May 23, 2002
Mr. Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549-0609
Re: File No. S7-08-02
Dear Mr. Katz:
We appreciate the opportunity to comment on the Commission's Proposed Rule: Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports (Release No. 33-8089, 34-45741). While Dell fully supports the Commission's plans to modernize and improve the current reporting system, we have some reservations about this proposal to accelerate the filing date for Forms 10-Q and 10-K. We believe that this accelerated timing could decrease the quality of the filed information and increase the likelihood of errors and omissions. If the Commission should decide that a change is nevertheless warranted, we suggest an alternative below.
Recent events have highlighted the need for all public companies to be diligent in how they prepare their financial statements and disclosures. The objective of any reforms should be to provide investors with more clear, complete and accurate disclosures. These disclosures should fully explain a company's financial position, results of operations and critical accounting policies. We are concerned that accelerating filing deadlines will not necessarily aid public companies and their investors in achieving this objective. Rather, we believe the proposal would strain resources and consequently could decrease the quality of 10-Q and 10-K reports by increasing the likelihood of errors and omissions.
References have been made to the speed in which information is available to support companies' earnings release process. It is important to understand, however, that our personnel and resources are focused on preparing the earnings release in the days immediately following the accounting close. In our case, this process occurs over a two-week period immediately following the end of the quarter. Many of the same personnel and resources are utilized in preparing quarterly reports. Therefore, most of the work required to prepare the filing of quarterly reports occurs after the earnings release and would be condensed to an unreasonably short period of time. As proposed, we would most likely have to add personnel resources to meet the filing deadlines.
By accelerating the 10-Q filing deadline to 30 days, senior management's review time would effectively be condensed to a two-week period after the earnings release. This time period also includes preparation of MD&A and footnote disclosures, along with review of the filing by our external auditors. By accelerating the 10-K filing deadline to 60 days, the review time for senior management, the Audit Committee of the Board of Directors, and the full Board would be significantly reduced for a document substantially larger in form and content than the 10-Q. In addition to the factors cited above regarding the 10-Q process (all of which take much more time and resources for the 10-K), the following additional steps are included in the 10-K process:
At Dell we are committed to providing high quality reporting to the public.
Preparing high quality reports requires significant time and effort on the part of our personnel, and the importance of this process should not be undermined. For these and the reasons cited above, we believe that the proposed accelerated filing dates would not be the best decision and that, rather than accelerating the filing dates, the Commission should continue to take actions that will enhance the quality of the content of companies' interim and annual reports, as well as their quarterly earnings releases.
In the event the Commission still desires to revise the required filing dates, we suggest an alternative to the proposed timing for acceleration of 10-Q and 10-K filing deadlines. Due to the condensed nature of the Form 10-Q filing, we recommend leaving the current 45-day filing requirement. Accelerated filing of this interim report would add all the costs and risk of errors and omissions mentioned above, but would provide little benefit to the public and shareholders because of its condensed nature. As for the Form 10-K, while we believe that a 60-day deadline would result in the risks and additional costs mentioned previously, we would support a 75-day filing requirement for this annual report as a reasonable period of time in which to complete a high quality and informative report.
With respect to website access to information, we support the Commission's proposal. However, since we often file our reports at the end of the day, we would prefer that this proposed rule be modified slightly to require availability within 24 hours, rather than on the same day.
Thanks again for the opportunity to comment on this important matter.
Robert W. Davis
Vice President, Corporate Planning and Reporting