SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 9, 2002
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 974-9000
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 4 Pages
Exhibit Index on Page 4
Item 9. Regulation FD Disclosure
On October 9, 2002, Corning Incorporated issued a press release stating that it
expects its results for the third quarter ended September 30, 2002 to be within
the range of its previously announced guidance. The press release is furnished
herewith as Exhibit 99.1.
(c) Exhibits.
99.1 Press Release dated October 9, 2002.
-2-
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 9, 2002
CORNING INCORPORATED
By: /s/ Katherine A. Asbeck
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Katherine A. Asbeck
Senior Vice President & Controller
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INDEX TO EXHIBITS
(c) Exhibits
99.1 Press Release dated October 9, 2002
FOR RELEASE -- OCTOBER 9, 2002
Media Relations Contact: Investor Relations Contact:
Daniel F. Collins Kenneth C. Sofio
(607) 974-4197 (607) 974-7705
collinsdf@corning.com sofiokc@corning.com
Corning Expects Third-Quarter Results to Meet Guidance
CORNING, N.Y. -- Corning Incorporated (NYSE:GLW) today said that for the third
quarter ended September 30, 2002, it expects results to be within the range of
its previously announced guidance. The company anticipates sales for the quarter
will be between $830 million and $840 million, and that it will record a net
loss in the range of $0.07 to $0.08 per share, excluding one-time items.
Corning's third-quarter results will also include previously announced
restructuring and impairment charges of approximately $125 million pretax and a
$0.12 reduction in earnings per share as a result of the declaration of
dividends on Corning's 7.00% Series C mandatory convertible preferred stock
offering completed in the third quarter. Including these items, Corning expects
to incur a net loss in the range of $0.27 to $0.28 per share for the quarter.
James B. Flaws, vice chairman and chief financial officer, said, "We are very
pleased that our results appear to be coming in within the range that we
provided investors in our July guidance. However, we are not satisfied with our
loss position. We warned investors in July that our telecommunications business
could see further weakness and that has occurred, evidenced by our third-quarter
sales being at the lower end of our guidance range."
"The telecommunications industry outlook remains difficult, driven by additional
carrier capital expenditure reductions, lack of industry consolidation and
bankruptcies. These events will require us to do more restructuring in the
fourth quarter," Flaws said. "While our restructuring actions to date have
helped our bottom line, we must further align our telecommunications business
cost structure to the new realities of the markets in which we compete. These
necessary steps in our telecommunications business, combined with the ongoing
strength that we see in our advanced materials and information display segments,
will help us achieve our goal of profitability in 2003."
(more)
Corning Expects Third-Quarter Results to Meet Guidance
Page Two
Previously, Corning said that further restructuring initiatives could include
more headcount reductions, the potential sale or discontinuation of some
non-core assets, plant closures and consolidation of manufacturing capacity
within the telecommunications segment, and the centralization of administrative
functions.
Flaws said, "We remain very comfortable with our liquidity position." He noted
that the company ended the third quarter with cash and short-term investments in
excess of $1.5 billion. Corning will detail its third-quarter results, the next
phase of its restructuring actions and its liquidity position in a news release
and investor conference call on October 30, 2002.
October 30th Conference Call Information
The company will host a conference call at 8:30 a.m. EST on Wednesday, October
30, 2002. To access the call, dial (212) 547-0138. The password is Corning. The
leader is Sofio. A replay of the call will begin at approximately 10:30 a.m. EST
and will run through 5 p.m. EST on Wednesday, November 13, 2002. To access the
replay, dial (402) 220-9812; a password is not required. A live audio webcast
will be available at www.corning.com/investor_relations/ and will remain there
for 14 days following the call.
About Corning Incorporated
Established in 1851, Corning Incorporated (www.corning.com) creates leading-edge
technologies for the fastest-growing markets of the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and components for
television, information technology and other communications-related industries.
The company also uses advanced materials to manufacture products for scientific,
semiconductor and environmental markets. Corning revenues for 2001 were $6.3
billion.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements that involve a variety of
business risks and other uncertainties that could cause actual results to differ
materially. These risks and uncertainties include the possibility of changes or
fluctuations in global economic conditions; currency exchange rates; product
demand and industry capacity; competitive products and pricing; availability and
costs of critical components and materials; new product development and
commercialization; order activity and demand from major customers; capital
spending by larger customers in the telecommunications industry and other
business segments; the mix of sales between premium and non-premium products;
possible disruption in commercial activities due to terrorist activity and armed
conflict; ability to obtain financing and capital on commercially reasonable
terms; acquisition and divestiture activities; the level of excess or obsolete
inventory; the ability to enforce patents; product and components performance
issues; and litigation. These and other risk factors are identified in Corning's
filings with the Securities and Exchange Commission. Forward-looking statements
speak only as of the day that they are made, and Corning undertakes no
obligation to update them in light of new information or future events.