Corning 10-Q 2021-09-30

Filed 2021-10-29. 1 sections, 210K characters. Original on sec.gov · Markdown · JSON

Full document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from		To

Commission file number: 1-3247

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

	New York		16-0393470
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		GLW		New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

	Yes	☒		No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

	Yes	☒		No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer	☒		Accelerated Filer	☐
	Non-Accelerated Filer	☐		Smaller Reporting Company	☐
				Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.

	Yes	☐		No	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

	Yes	☐		No	☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Class		Outstanding as of October 22, 2021
	Corning’s Common Stock, $0.50 par value per share		853,408,459 shares

INDEX

PART I – FINANCIAL INFORMATION
	Page
Item 1. Financial Statements

Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2021 and 2020	3

Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2021 and 2020	4

Consolidated Balance Sheets at September 30, 2021 (Unaudited) and December 31, 2020	5

Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2021 and 2020	6

Consolidated Statements of Changes to Shareholders’ Equity (Unaudited) for the three and nine months ended September 30, 2021 and 2020	7

Notes to Consolidated Financial Statements (Unaudited)	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3. Quantitative and Qualitative Disclosures About Market Risk	51

Item 4. Controls and Procedures	51

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	52

Item 1A. Risk Factors	52

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 6. Exhibits	54

Signatures	55

CORNING INCORPORATED AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in millions, except per share amounts)

	Three months ended						Nine months ended
	September 30,						September 30,
	2021			2020			2021			2020
Net sales	$	3,615		$	3,001		$	10,406		$	7,953
Cost of sales		2,294			2,000			6,614			5,635

Gross margin		1,321			1,001			3,792			2,318

Operating expenses:
Selling, general and administrative expenses		486			480			1,351			1,276
Research, development and engineering expenses		251			231			715			922
Amortization of purchased intangibles		32			33			97			87

Operating income		552			257			1,629			33

Equity in earnings (losses) of affiliated companies		16			(76	)		31			17
Interest income		3			3			8			12
Interest expense		(72	)		(70	)		(227	)		(201	)
Translated earnings contract (loss) gain, net (Note 12)		(13	)		(100	)		262			5
Transaction-related gain, net (Note 3)					498						498
Other (expense) income, net		(6	)		(62	)		118			(71	)

Income before income taxes		480			450			1,821			293
Provision for income taxes (Note 5)		(109	)		(23	)		(402	)		(33	)

Net income attributable to Corning Incorporated	$	371		$	427		$	1,419		$	260

Earnings per common share available to common shareholders:
Basic (Note 6)	$	0.44		$	0.53		$	0.72		$	0.25
Diluted (Note 6)	$	0.43		$	0.48

Showing the first 8K of 210K characters. Open the full section