Quarterly Questions: Statement on the Proposed Amendments to Allow Semiannual Reporting

Today, the Commission proposed amendments to allow companies to file semiannual reports in lieu of quarterly reports. I am pleased to support this proposal and look forward to feedback from investors, issuers, and other interested parties.

Periodic reporting is not new. Annual reports began shortly after the passage of the Securities Act and the Exchange Act. Semiannual reports arrived in 1955, and, fifteen years later, our current quarterly reporting framework materialized.[1] But today, Form 10-Q requires more detailed information than what was required by the previous semiannual framework.[2] Some companies may look at the frequency of reports, coupled with the extensive information these reports require, as just another reason to stay out of the public markets. By providing greater flexibility, today's proposal, if adopted, could help to alleviate one facet of the reporting burden, and thus potentially make the public markets more attractive to companies.

If the Commission adopts the proposal, however, companies may choose to retain their current disclosure cadence. They will do so in response to their investors' demands or to remain aligned with peer companies. But a decision to remain a quarterly reporting company would not be a vote in favor of all Form 10-Q requirements. Many companies find them quite onerous. Accordingly, an approach that focuses on slimming down the Form 10-Q-instead of or in addition to making it optional-could be helpful. I welcome commenters' responses to the following questions, as well as the questions in the proposing release:

1. Should we adjust the reporting burden rather than adjusting whether that burden is quarterly?
2. If so, is that exercise better undertaken in conjunction with this rulemaking or as part of the Commission's broader project of assessing disclosure requirements?

Thank you to the Commission staff in the Division of Corporation Finance, Division of Economic and Risk Analysis, Division of Investment Management, Office of the General Counsel, and Office of the Chief Accountant for your excellent work on this release.