December 12, 2016
I wish to commend the staff of the SEC on the completion of their "Modification and Simplification of Regulation S-K" report.
I offer two brief comments:
1. I do not support Staff Recommendation C.2 which calls for the elimination of the requirement to disclose a table of contractual obligations, and replacing the table with links that would jump to other parts of the financial statement package to capture the same information.
In my view, this would be an awful step backwards. It would provide scattered information and more distractions for the investor. The table as it exists is a user-friendly, central location for the complete display of all a firm's future cash obligations. When the creation of the table was contemplated, the goal was to show investors a snapshot of all a firm's future outflows. The table, as it exists, achieves this goal. There are enhancements that could be provided. Required annual delineation of outflows, rather than allowing the display of outflows in groups of years, is one possible improvement. Another would be clarification of whether purchase commitments are for operating activities or are to be capitalized.
In any event, the table provides useful information that can be quickly related to cash from operations - with or without electronic statements. A person studying a plain paper copy of the financials can use the table as easily as one who is reading them on a desktop computer. The time-lapsing of the cash flows is consistent among all obligations it may not as apparent if links take investors to different parts of the footnotes.
I urge the Commission to abandon the idea, in the name of investor support.
2. I also urge the Commission to promote furtherance of XBRL tagging in more filings. While the Report promotes the tagging of cover page information on periodic and current reports, I suggest that XBRL tagging be expanded to 9.01 8-Ks at a minimum.
The 8-Ks have become very useful raw material for investors since XBRL tagging began, and it would help them greatly to have them in machine-readable form.
If you have any questions, please do not hesitate to contact me. Best regards.
Jack T. Ciesielski