UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) April 18, 2005
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
(Address of principal executive offices) (Zip Code)
(607) 974-9000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
Item 7.01. Regulation FD Disclosure
The following information is furnished pursuant to Item 2.02 "Results of
Operation and Financial Condition" and Item 7.01 "Regulation FD Disclosure." On
April 18, 2005, Corning Incorporated issued a press release concerning revised
guidance for the quarter ended March 31, 2005. A copy of the press release is
attached as Exhibit 99 and is incorporated herein by reference.
The information in this report, being furnished pursuant to Item 2.02 and 7.01
of Form 8-K, shall not be deemed to be "filed" for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, and is not incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit
99 Press Release dated April 18, 2005, issued by Corning Incorporated.
SIGNATURES
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 thereunto duly authorized.
CORNING INCORPORATED
Registrant
Date: April 18, 2005 By /s/ KATHERINE A. ASBECK
------------------------------------
Katherine A. Asbeck
Senior Vice President and Controller
Exhibit 99
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FOR RELEASE -- APRIL 18, 2005
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 First-Quarter Results to Exceed Guidance
CORNING, N.Y. -- Corning Incorporated (NYSE:GLW) today announced that it expects
2005 first-quarter sales to be in the range of $1.04 billion to $1.05 billion
and earnings per share (EPS) to be in the range of $0.16 to $0.17, before
special items. Corning's first quarter ended March 31, 2005. This EPS estimate
is a non-GAAP financial measure. This and all non-GAAP financial measures are
reconciled on the company's investor relations Web site and in an attachment to
this news release.
The first-quarter sales and EPS ranges exceed the company's previously announced
guidance of sales between $980 million to $1.03 billion and EPS of $0.11 to
$0.13, excluding special items. This is a non-GAAP financial measure.
The company said that its improved expectations on first-quarter results are due
to significantly stronger performance from Dow Corning Corporation and
higher-than-expected demand for Corning's hardware and equipment products. In
addition, the company expects that its first-quarter results will benefit from a
lower-than-anticipated corporate tax rate. Corning also expects that the volume
and pricing of optical fiber and liquid crystal display glass will be within
previously stated guidance ranges for the first quarter.
Corning plans to issue its first-quarter results after the New York Stock
Exchange close of business on Tuesday, April 26.
First-Quarter Conference Call Information
The company will host a first-quarter conference call at 8:30 a.m. EDT on
Wednesday, April 27. To access the call, dial (630) 395-0017. The password is
Earnings. A replay of the call will begin at approximately 10:30 a.m. EDT and
will run through 5 p.m. EDT, Wednesday, May 11. To listen, dial (203) 369-2041;
no pass code is required. To listen to a live audio webcast of the call, please
go to Corning's Web site and follow the instructions:
http://www.corning.com/investor_relations. The audio webcast will be archived
for one year following the call.
(more)
Corning Expects First-Quarter Results to Exceed Guidance
Page Two
Presentation of Information in this News Release
Non-GAAP financial measures are not in accordance with, or an alternative to,
GAAP. Corning's non-GAAP EPS measure excludes the impact of gains or losses
arising from restructuring or impairment actions and any further adjustments to
the asbestos settlement reserve required by movement in Corning's stock price.
The company believes presenting a non-GAAP EPS measure is helpful to analyze
financial performance without the impact of unusual items that may obscure
trends in the company's underlying performance. This non-GAAP measure is
reconciled on the company's website at www.corning.com/investor_relations and
accompanies this news release.
About Corning Incorporated
Corning Incorporated (www.corning.com) is a diversified technology company that
concentrates its efforts on high-impact growth opportunities. Corning combines
its expertise in specialty glass, ceramic materials, polymers and the
manipulation of the properties of light, with strong process and manufacturing
capabilities to develop, engineer and commercialize significant innovative
products for the telecommunications, flat panel display, environmental,
semiconductor, and life sciences industries.
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CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE
Three Months Ended March 31, 2005
(Unaudited; amounts in millions, except per share amounts)
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Corning's earnings per share (EPS) excluding special items for the first quarter
of 2005 is a non-GAAP financial measure within the meaning of Regulation G of
the Securities and Exchange Commission. Non-GAAP financial measures are not in
accordance with, or an alternative to, generally accepted accounting principles
(GAAP). The company believes presenting non-GAAP EPS is helpful to analyze
financial performance without the impact of unusual items that may obscure
trends in the company's underlying performance. A detailed reconciliation is
provided below outlining the differences between this non-GAAP measure and the
directly related GAAP measure.
--------------------------------------------------------------------------------
Range
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Guidance: EPS excluding special items $ 0.16 $ 0.17
Special items:
Restructuring, impairment and other
(charges) and credits (a) (0.01) (0.01)
Asbestos settlement (b) 0.01 0.01
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Earnings per share 0.16 0.17
(a) In the first quarter of 2005, Corning recorded an impairment charge of $19
million for an other than temporary decline in the fair value of its
investment in Avanex Corporation (Avanex). At March 31, 2005, shares of
Avanex were trading at $1.30 per share compared to Corning's average cost
basis of $2.40 per share. Corning does not believe it will recover its cost
basis in Avanex shares given the significant decline in its stock price.
(b) As part of Corning's asbestos settlement arrangement to be incorporated
into the Pittsburgh Corning Corporation reorganization plan, Corning will
contribute, when the reorganization plan becomes effective, 25 million
shares of Corning common stock to a trust. This portion of the asbestos
liability requires quarterly adjustment based upon movements in Corning's
common stock price prior to contribution of the shares to the trust. In the
first quarter of 2005, Corning recorded a credit of $16 million for the
change in its common stock price of $11.13 at March 31, 2005 compared to
$11.77, the common stock price at December 31, 2004.
This schedule contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward looking
statements are based on current expectations and involve certain risks and
uncertainties. Actual results may differ from those projected in the forward
looking statements. Additional information concerning factors that could cause
actual results to materially differ from those in the forward looking statements
is contained in the Securities and Exchange Commission filings of this Company.