-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DW+3l4YFC2F/sTO0DFfFoUxbjclQzCY+nmFtCT0t5cwBO2wRBziwkwXs22cIfj3v 6pxvWnEXoSkpEJsBaiq58A== 0000912057-02-014996.txt : 20020416 0000912057-02-014996.hdr.sgml : 20020416 ACCESSION NUMBER: 0000912057-02-014996 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020415 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 160393470 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03247 FILM NUMBER: 02610175 BUSINESS ADDRESS: STREET 1: ONE RIVERFRONT PLAZA CITY: CORNING STATE: NY ZIP: 14831 BUSINESS PHONE: 6079749000 MAIL ADDRESS: STREET 1: ONE RIVERFRONT PLAZA CITY: CORNING STATE: NY ZIP: 14831 FORMER COMPANY: FORMER CONFORMED NAME: CORNING GLASS WORKS DATE OF NAME CHANGE: 19890512 8-K 1 a2076920z8-k.txt FORM 8-K 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 15, 2002 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) Item 5. Other Events and Regulation FD Disclosure. On April 15, 2002, Corning Incorporated announced that it expects its first quarter results to be better than current market analyst consensus and that it plans further cost cutting. Corning also announced that James R. Houghton will assume the CEO position, that John W. Loose will retire as President & CEO and that Wendell P. Weeks is to be named President and COO at the April 25 meeting of Corning's Board of Directors. The two press releases relating to these announcements are filed herewith as Exhibit 99.1 and 99.2 and are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated April 15, 2002 99.2 Press Release dated April 15, 2002 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 15, 2002 By /s/ KATHERINE A. ASBECK Katherine A. Asbeck Senior Vice President and Controller INDEX TO EXHIBITS (c) EXHIBITS 99.1 Press Release dated April 15, 2002 99.2 Press Release dated April 15, 2002 EX-99.1 3 a2076920zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR RELEASE - APRIL 15, 2002 CORNING CONTACTS: MEDIA RELATIONS INVESTOR RELATIONS Daniel F. Collins Katherine M. Dietz (607) 974-4197 (607) 974-8217 COLLINSDF@CORNING.COM DIETZKM@CORNING.COM CORNING EXPECTS FIRST-QUARTER RESULTS TO BE BETTER THAN CONSENSUS COMPANY PLANS FURTHER COST CUTTING CORNING, N.Y. - Corning Incorporated (NYSE:GLW) today announced that for the first quarter ending March 31, 2002, it expects to report a net loss of approximately $0.10 per share, compared to the current consensus of analysts' estimates of a loss of $0.17 per share, as compiled by Thomson/First Call. The company also said it expects sales for the first quarter to be about $900 million. Corning will release its first quarter results on Monday, April 22, 2002 after the close of trading on the New York Stock Exchange. "We are pleased that the cost control measures put into place last year have improved our operating results," James B. Flaws, Corning's chief financial officer, said. "Although sales were slightly below our guidance for the quarter, we are encouraged that the sequential rate of decline for the quarter slowed substantially versus the declines experienced in the second half of 2001. Although our telecommunications results remain weak, we are seeing improved results in a number of our information display and advanced materials businesses. Our liquidity remains excellent with over $1.8 billion in cash and short-term investments at the end of the first quarter." OUTLOOK "As the year began, we felt we were approaching bottom in the telecommunications sector. Our first quarter performance suggests that has happened. Although our sales are close to our expectations, we are continuing to see lowered capital spending announcements by telecommunications carriers. (more) CORNING EXPECTS FIRST-QUARTER RESULTS TO BE BETTER THAN CONSENSUS Page Two "We stated on February 8th at our analyst conference that we were prepared to take additional actions to further reduce costs. As a result of the carriers' announcements, we believe we must move ahead with additional actions now. The restructuring actions we must take will be difficult. They will hurt our people and they will hurt our communities, but they are necessary to protect the future of our company and return us to profitability in 2003," Flaws said. FURTHER COST CUTTING ACTIONS The company announced that it expects it will take total restructuring and impairment charges in the range of $600 million pretax spread over the second and third quarters of 2002. Flaws said, "Over the past several years, we built an infrastructure for a telecommunications driven company anticipating significant growth in sales. While we have already reduced our operating costs significantly, we must continue to bring our costs and operations more in line with our near-term market outlook and the reality of being a smaller company." Corning will communicate its plans in more specific detail through a series of announcements as final decisions are reached over the next few months. The company anticipates its actions will result in workforce reductions across all operating functions and corporate staffs; consolidation of organizational structures; plant closures; elimination of some research and development facilities; technical spending cuts; and centralization of administrative functions into shared services. Corning also said it would consider divesting several small businesses, investments or equity companies as part of its restructuring. Wendell P. Weeks, president of Corning Optical Communications, said, "Although Corning has lost revenue during this market recession, we have not lost market share. We remain convinced that we have positioned Corning in the right industries and for long-term growth. The telecommunications revolution is as real as the industrial revolution. Bandwidth demand is growing, it never stopped growing. When this industry re-emerges, Corning will be the leader of a select group of companies positioned to take advantage of the growth." 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. ### CORNING EXPECTS FIRST-QUARTER RESULTS TO BE BETTER THAN CONSENSUS Page Three NOTE TO EDITORS: In a separate announcement today, Corning said its President and Chief Executive Officer, John W. Loose, has announced plans to retire from the company on April 25, after 38 years of service. The company's Board of Directors has chosen James R. Houghton to assume the full-time CEO role, in addition to his current position as chairman of the board of directors. Corning also said that Wendell P. Weeks, president of Corning Optical Communications, would be nominated to become president and chief operating officer for the entire company, and James. B. Flaws, executive vice president and chief financial officer, would be nominated to become vice chairman of the board of directors, both subject to board approval at a future date. 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. EX-99.2 4 a2076920zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 FOR RELEASE - APRIL 15, 2002 CORNING CONTACT: MEDIA RELATIONS INVESTOR RELATIONS Daniel F. Collins Katherine M. Dietz (607)974-4197 (607)974-8217 collinsdf@corning.com dietzkm@corning.com JAMES R. HOUGHTON TO ASSUME CEO POSITION AT CORNING INCORPORATED PRESIDENT & CEO JOHN W. LOOSE TO RETIRE WENDELL P. WEEKS TO BE NAMED PRESIDENT & COO CORNING, N.Y. - Corning Incorporated (NYSE: GLW) said today that John W. Loose, 60, president and chief executive officer, has announced plans to retire from the company on April 25 at Corning's annual shareholders meeting. Corning's Board of Directors has named James R. Houghton, 66, the company's current chairman of the board, to the additional position of chief executive officer. Houghton has been serving as Corning's non-executive chairman since June 2001, and previously served as Corning's chairman and CEO from 1983 to 1996. Houghton said, "Along with others in the communications equipment industry, Corning is being impacted by dramatically reduced telecommunications carriers' capital spending. Nevertheless, our fundamental strengths in materials technology and manufacturing remain world-class and have allowed us to continue to maintain market leadership in these difficult times. I am encouraged by the recent bottoming out of sales and the impact of our cost reduction programs. Although our telecommunications results remain weak, we are seeing improved results in a number of our information display and advanced materials businesses." "I am absolutely committed to restoring this company to profitability in 2003 and I am pleased to guide a team that has the talent and resources to achieve it," Houghton said. (more) JAMES R. HOUGHTON TO ASSUME CEO POSITION AT CORNING INCORPORATED Page Two Corning also announced that Wendell P. Weeks, 42, president of Corning Optical Communications, will be nominated to become the company's president and chief operating officer. Peter F. Volanakis, 46, will report to Weeks and continue as president of Corning Technologies and as a member of Corning's Board of Directors. James B. Flaws, 53, currently executive vice president and chief financial officer, will be nominated to be vice chairman of the board of directors and will remain CFO. Dr. Joseph A. Miller Jr., 60, will be nominated to be executive vice president and continue as chief technology officer. Kirk P. Gregg, 42, will be nominated to be executive vice president and chief administrative officer. These nominations are expected to be ratified by the Corning Board of Directors at its April meeting. Houghton also said, "I will chair a Management Committee which will consist of Weeks, Flaws, Miller, Gregg and Volanakis. I will work very closely with this new management committee to drive the improvement necessary in Corning's operating results. It is clear that the challenges which are before us require that we continue to appropriately allocate all of our resources, including management, to ensure that we respond to the realities of the markets. We will go forward bringing to these tasks Corning's fundamental strengths: a strong balance sheet; a solid base of technology and R&D capabilities; and dedicated employees and leadership team to the dynamic and growing markets in which we have chosen to compete." Commenting on his planned retirement, Loose said, "I am confident that the restructuring and cost reduction programs that we have put into place, and those that we will be implementing during 2002, will lay the groundwork for a return by Corning in 2003 to its historic position as a profitable company. Having accomplished this and having just turned 60, I am looking forward to being able to spend more time with my family and to pursue personal interests." Houghton said, "The Board of Directors, on behalf of shareholders and employees, expresses its gratitude for John's leadership and commitment during a difficult period for Corning, brought on in a major way by difficulties being experienced by the telecommunications industry and related businesses. All of us appreciate what John has accomplished for Corning throughout his 38 years of distinguished service." In a separate announcement made today, Corning announced its preliminary results for the first quarter. Corning will officially announce its first quarter results on April 22, after the close of trading on the New York Stock Exchange. (more) JAMES R. HOUGHTON TO ASSUME CEO POSITION AT CORNING INCORPORATED Page Three 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. -----END PRIVACY-ENHANCED MESSAGE-----