|Katherine A. Asbeck
Senior Vice President
One Riverfront Plaza
Corning, NY 14831-0001
|t 607 974 8242
f 607 974 2255
May 23, 2002
Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Subject: File No. S7-08-02
Dear Mr. Katz:
Corning appreciates the opportunity to respond to the Security and Exchange Commission's (the Commission) proposal for accelerated filing of periodic reports such as Form 10-Q and Form 10-K. We believe the current climate is an appropriate time to reexamine the filing deadlines and implement some improvements.
We acknowledge that the rules and timing related to these filings have not changed in 30 years and we agree that computers and technology in general have improved data collection immensely. However, the other thing that has changed significantly over the past 30 years is the number of Standards approved by the Financial Accounting Standards Board, Staff Accounting Bulletins issued by the Commission and rulings published by the Emerging Issues Task Force. There must be a balance between timing and disclosure requirements. We believe in coordination with this project, the Commission needs to perform a comprehensive review of all disclosures and make a determination of what the essential disclosures are for a 30 and 60-day filing period. Without that type of review, the ongoing success of this proposed change will be short-lived as the current pace of added disclosures will exert extreme pressure on an organization's ability to meet the proposed deadlines on a long-term basis.
In spite of this concern, we support acceleration of filing with some exceptions. Specifically, we are concerned with financial statement requirements related to significant subsidiaries and the impact of this proposal on small to mid-size registrants.
Certain registrants may have non-consolidated foreign subsidiaries, accounted for on an equity basis, who qualify as "significant subsidiaries" under Regulation S-X Article 3.09. As you are aware, those companies must attach complete audited financial statements related to those significant subsidiaries. Corning has been in this situation in the past and may in the future. We believe the 60-day filing period may be a cause of concern even for larger registrants in this situation. Coordinating the year-end audit process, including the reconciliation of non-GAAP to GAAP for significant foreign subsidiaries may prove to be a severe hardship. It may be appropriate to leave the current filing requirements under Rule 3.09 intact. We believe providing summarized financial data in the 60-day filing with full audited financials to follow as an amendment to Form 10-K under the current rules would not place the investor at a disadvantage.
We do not think this acceleration should be implemented across the board for all registrants. We believe there should be a tiered process. We are confident most large, Fortune 500 companies will be able to implement process changes in order to meet the proposed deadlines. We do not think those changes will be easy and painless, however they are achievable.
We are not convinced that the same is true for many of the smaller registrants and believe that the proposed threshold is far too low. The Commission needs to recognize that these smaller firms may not have the financial and human resources to cost effectively tackle this kind of challenge. We are not sure what the threshold should be, but we believe $75 million of public float is very low. The appropriate level may become evident as the Commission reviews its correspondence from small and mid-sized companies.
Another factor to consider is the scheduling of audits. In the current environment many of the smaller clients audits are pushed to the back end of the 90-day filing period as many auditing firms have to complete the field work of their larger clients in order to meet press release requirements. Shortening the allotted preparation period without reducing the number of registrants affected could create severe audit scheduling problems eventually affecting the quality of the audit, or requiring registrants to seek audits from non-Big Five firms. We do not believe having different deadlines for large and small companies would confuse anyone. On the contrary, we think it is appropriate and necessary.
We believe linking the earnings press release and the filing date as the Commission suggested is not a viable solution. Requiring companies to file their Forms 10-Q and 10-K 15 to 30 days after the press release would only invite companies to delay the earnings announcement which would be detrimental to investors. At the same time, requiring certain information, such as the financial statements and the Management Discussion and Analysis to be filed on an accelerated basis may be an appropriate solution, particularly for the significant subsidiary issue we raised earlier.
We agree with your proposed implementation schedule for the first fiscal year end after October 31, 2002. That is adequate time for calendar year filers to make whatever changes are necessary to meet the proposed deadlines and gives calendar year registrants opportunity for two "test" runs at a 30 day filing for Form 10-Q.
In closing, we believe the timetables for Forms 10-Q and 10-K should be adjusted for larger registrants, with the exceptions noted above, and we encourage the Commission to proceed. Corning is always interested in providing the best information available to investors in the most timely manner possible. We support the Commission in this effort, but simultaneously we express caution that with acceleration must come judgment regarding the quantity of information that is absolutely necessary.
If you would like to discuss any of these comments further, please call me at (607) 974-8242 or Marsha Hunt at (607) 974-8438.
Katherin A. Asbeck
Senior Vice President and General Counsel