Corning 10-Q 2022-06-30

Filed 2022-07-29. 1 sections, 181K characters. Original on sec.gov · Markdown · JSON

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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 June 30, 2022

☐	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, $0.50 par value per share		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 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 July 20, 2022
	Corning’s Common Stock, $0.50 par value per share		845,318,144 shares

INDEX

PART I – FINANCIAL INFORMATION
	Page
Item 1. Financial Statements

Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2022 and 2021	3

Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the three and six months ended June 30, 2022 and 2021	4

Consolidated Balance Sheets at June 30, 2022 (Unaudited) and December 31, 2021	5

Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2022 and 2021	6

Consolidated Statements of Changes to Shareholders’ Equity (Unaudited) for the three and six months ended June 30, 2022 and 2021	7

Notes to Consolidated Financial Statements (Unaudited)	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3. Quantitative and Qualitative Disclosures About Market Risk	44

Item 4. Controls and Procedures	44

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	45

Item 1A. Risk Factors	45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 6. Exhibits	47

Signatures	48

CORNING INCORPORATED AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in millions, except per share amounts)

	Three months ended						Six months ended
	June 30,						June 30,
	2022			2021			2022			2021
Net sales	$	3,615		$	3,501		$	7,295		$	6,791
Cost of sales		2,369			2,186			4,766			4,320

Gross margin		1,246			1,315			2,529			2,471

Operating expenses:
Selling, general and administrative expenses		486			465			920			865
Research, development and engineering expenses		240			242			488			464
Amortization of purchased intangibles		30			33			61			65

Operating income		490			575			1,060			1,077

Interest income		3			2			6			5
Interest expense		(72	)		(78	)		(143	)		(155	)
Translated earnings contract gain, net (Note 10)		196			3			325			275
Other income, net		133			19			285			146

Income before income taxes		750			521			1,533			1,348
Provision for income taxes (Note 3)		(166	)		(67	)		(346	)		(293	)

Net income		584			454			1,187			1,055

Net income attributable to non-controlling interests		(21	)		(5	)		(43	)		(7	)

Net income attributable to Corning Incorporated	$	563		$	449		$	1,144		$	1,048

Earnings (loss) per common share available to common shareholders:
Basic (Note 4)	$	0.67		$	(0.42	)	$	1.36		$	0.27

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