W. Cardon Gerner
Vice President and Corporate Controller
cardon.gerner@sci-us.com
May 23, 2002
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Subject: File No. S7-08-02
Dear Mr. Katz:
Service Corporation International (SCI) appreciates the opportunity to comment on the Securities and Exchange Commission's (SEC) Proposed Rule, "Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports". We are the largest provider of funeral and cemetery services in the world with annual sales exceeding $2.5 billion.
While we support the SEC's objective of providing timely disclosure of information to investors, it is our feeling that shortening the filing deadlines for Form 10-Qs and Form 10-Ks will be burdensome and may sacrifice the accuracy and completeness of the financial information being provided. We do feel however, that minimizing the gap between a company's announcement of earnings and the filing of Form 10-Ks and Form 10-Qs is essential to provide investors appropriate decision-making information. Consistent with this approach, we propose companies be required to file their reports within certain shortened timeframes after their first release of earnings information for that period. This method would allow companies flexibility in filings, while maintaining consistent, accurate information is provided to investors on a timely basis.
Consistent with many financial reporting groups in other corporations, and in order to most effectively utilize our resources, we are responsible for all financial reporting for SCI. This includes all reports and disclosures for filings, as well as reporting for Senior Management, our Board of Directors and Investor Relations. While these varying reports build from the same source information, each group has specific needs and requests which require different levels of detail. The process of consolidating, writing and reviewing financial statements, footnote disclosures and management's discussion and analysis, in conformity with Regulation S-X, along with management's reporting considerations, requires the department to work diligently for 15 to 20 days after our monthly books are closed. Upon completing the financial statements, required disclosures, and drafting of the report, we must then provide our outside auditors, Board of Directors and Audit Committee ample time to review the documents. This requires that we circulate a draft document three to four days prior to our filing with the SEC.
Not only are we concerned that shortening the timeframe for quarterly and annual filings to 30 and 60 days, respectively, will be burdensome, but we also feel it will compromise the accuracy and completeness of data being provided. Decreasing the length of time management, auditors and outside directors can review and comment on the financial statements and disclosure requirements may lead to a lack of detail surrounding data or erroneous information provided to investors. Furthermore, we believe the accelerated filing deadlines could potentially sacrifice the timely effort of providing clear and transparent analysis of such financial data communicated to investors through the use of press releases, conference calls and SEC filings. We believe clear and transparent analysis of financial data by management is just as important as the presentation of the financial data itself. We agree with the goal of providing reliable information to investors, while being sensitive to the timing of that information in relation to the end of the period. We feel it is most appropriate to provide this information within the current deadlines, as long as partial financial information for a period is not released to the public without full disclosure being provided a short time thereafter.
Under these constraints, we feel it is appropriate to allow Form 10-Q filings to be completed 5 to 7 business days after the first release of earnings information. Such time is sufficient for management to finalize disclosure requirements and allow time for auditors, management and outside directors to comment on company filings. In keeping with this philosophy, our most recent earnings release was May 8, 2002, five business days prior to filing our Form 10-Q.
While this shortened timeframe is possible for quarterly filings, annual Form 10-K filings require extensive disclosure requirements that cannot necessarily be completed within this deadline. As such, we feel it is appropriate to allow Form 10-K filings to be completed 15 to 20 business days after the first release of earnings information.
Thank you for your consideration of our comments to the acceleration of periodic report filing dates. If you would like to discuss our comments further, please contact me at (713) 525-9121.
Sincerely,
W. Cardon Gerner
Vice President and Corporate Controller
Service Corporation International