Corning 10-Q 2023-03-31

Filed 2023-04-28. 1 sections, 125K 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 March 31, 2023

☐	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 April 21, 2023
	Corning’s Common Stock, $0.50 par value per share		850,130,495 shares

INDEX

PART I – FINANCIAL INFORMATION
	Page
Item 1. Financial Statements

Consolidated Statements of Income	3

Consolidated Statements of Comprehensive Income	4

Consolidated Balance Sheets	5

Consolidated Statements of Cash Flows	6

Consolidated Statements of Changes in Shareholders’ Equity	7

Notes to Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosures About Market Risk	37

Item 4. Controls and Procedures	37

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	38

Item 1A. Risk Factors	38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 6. Exhibits	40

Signatures	41

Consolidated Statements of Income	Corning Incorporated and Subsidiary Companies
(Unaudited; in millions, except per share amounts)

	Three months ended
	March 31,
	2023			2022
Net sales	$	3,178		$	3,680
Cost of sales		2,175			2,397

Gross margin		1,003			1,283

Operating expenses:
Selling, general and administrative expenses		421			434
Research, development and engineering expenses		254			248
Amortization of purchased intangibles		31			31

Operating income		297			570

Interest income		7			3
Interest expense		(76	)		(71	)
Translated earnings contract (loss) gain, net (Note 10)		(8	)		129
Other income, net		8			152

Income before income taxes		228			783
Provision for income taxes (Note 3)		(37	)		(180	)

Net income		191			603

Net income attributable to non-controlling interest		(15	)		(22	)

Net income attributable to Corning Incorporated	$	176		$	581

Earnings per common share available to common shareholders:
Basic (Note 4)	$	0.21		$	0.69
Diluted (Note 4)	$	0.20		$	0.68

The accompanying notes are an integral part of these consolidated financial statements.

‎

Consolidated Statements of Comprehensive Income	Corning Incorporated and Subsidiary Companies
(Unaudited; in millions)

	Three months ended
	March 31,
	2023			2022
Net income	$	191		$	603

Foreign currency translation adjustments and other		(84	)		(200	)
Unamortized losses and prior service costs for postretirement benefit plans		(4	)		(1	)
Realized and unrealized gains on derivatives		21			14
Other comprehensive loss, net of tax		(67	)		(187	)

Comprehensive income		124			416

Comprehensive income attributable to non-controlling interest		(15	)		(22	)

Comprehensive income attributable to Corning Incorporated	$	109		$	394

The accompanying notes are an integral part of these consolidated financial statements.

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