SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 29, 2004
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 974-9000
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 3 Pages
Item 9. Regulation FD Disclosure.
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On April 29, 2004, Corning Incorporated issued a press release relating to
its annual meeting of shareholders and that press release is furnished herewith
as Exhibit 99.
Exhibit
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99 Press Release dated April 29, 2004, issued by Corning Incorporated.
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 hereunto duly authorized.
Dated: April 29, 2004
CORNING INCORPORATED
By:/s/ WILLIAM D. EGGERS
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William D. Eggers
Senior Vice President and General Counsel
Exhibit 99
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FOR RELEASE -- APRIL 29, 2004
Media Relations Contact: Investor Relations Contact:
Monica L. Ott Kenneth C. Sofio
(607) 974-8769 (607) 974-7705
ottml@corning.com sofiokc@corning.com
Corning Chairman to Shareholders: "We're Moving
from `Survive' to `Thrive'"
Multiple growth opportunities play to company's strengths, Houghton says
CORNING, N.Y. -- Corning Incorporated's (NYSE:GLW) Chairman and Chief Executive
Officer, James R. Houghton, today told shareholders that the company is
continuing to make significant progress in meeting its financial goals, and is
poised for growth in a number of strong high-tech markets.
"Last year, we had begun our road to recovery," Houghton said. "We had already
taken dramatic actions to stop the bleeding of cash and to ensure that our
balance sheet remained healthy. And we were surviving.
"But I also told you one year ago that just surviving the downturn would not be
enough. We had to move from `survive' to `thrive' once again. And I told you
that one day soon, we would be talking about growth - significant growth - once
again. Today, thanks to our businesses successes in 2003, we're here to do
exactly that," Houghton said.
Houghton's remarks were part of his annual address to more than 500 shareholders
assembled for the company's annual meeting in Corning, N.Y. He reiterated the
company's frequent message that it is concentrating its' efforts on protecting
its financial health; improving profitability; investing in its future; and to
live its values. "I'm very happy to tell you that we're doing very well in all
these areas," he said.
Financial health
Houghton pointed out that the company's balance sheet remains strong, and that
it continues to reduce its debt burden each quarter while maintaining adequate
cash balances. "The major credit rating agencies have all moved us to a `stable'
outlook, so we are regaining their confidence," he said.
Regarding profitability, Houghton pointed to the fact that the company improved
net profit before special charges by $500 million last year, the most
significant year-to-year improvement in the company's history. "And, again
excluding special charges, we were profitable last year by a few cents per
share."
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Corning Chairman to Shareholders: "We're Moving From `Survive to Thrive'"
Page Two
"Now, is it enough to be profitable by just a few cents? Of course not. So we
are continuing with our plans to improve our financial performance," Houghton
said. He referred to the company's strong first-quarter results, with sales
exceeding expectations and earnings of eight cents per share, excluding special
items. "If positive economic and market trends continue, we expect a good
increase in sales and earnings this year," he said.
Investing in the future
Houghton reminded shareholders of the company's continued commitment to
innovation. In reference to Corning's broad range of technological
opportunities, Houghton said, "We have taken to saying that `our glass is
full.'" He pointed to what he called "the depth and breadth of our innovation
pipeline," with special emphasis on those with the most significant near-term
potential: liquid-crystal display glass; diesel filters and substrates; and
fiber in the access network. He outlined how high-technology opportunities fit
well with Corning's strengths in innovation and knowledge of advance materials,
and in solving complex problems for customers. He told shareholders, "with all
that in mind, I think you'll have no trouble understanding why we feel so good
about Corning's current situation, and about the future that is shaping up for
us, both in the near-term and over the years to come."
Houghton closed by thanking Corning employees and the members of the Corning
community for their ongoing support of the company. "This is a wonderful
community - one which we are proud to call home," he said. "Your belief in this
company and in this management has given all of us the energy and the will we
needed to pull through this most difficult time. We will continue to draw on
your support as we move toward our bright future."
In other business, shareholders elected the following directors to three-year
terms: Dr. Jeremy R. Knowles, professor and former dean, faculty of arts and
sciences, Harvard University; Eugene C. Sit, chairman, chief executive officer
and chief investment officer of Sit Investment Associates, Inc.; William D.
Smithburg, retired chief executive officer and chairman, Quaker Oats Company;
Hansel E. Tookes II, retired chief executive officer and chairman, Raytheon
Aircraft Company; and Wendell P. Weeks, president and chief operating officer,
Corning Incorporated.
Shareholders also ratified the Corning Board audit committee's appointment of
PricewaterhouseCoopers LLP as independent auditors for 2004.
A shareholder proposal regarding certain future severance agreements with senior
executives passed. The non-binding proposal urges the Board of Directors to seek
shareholder approval for future senior executive severance agreements that
exceed certain financial maximums. The Board and its compensation committee have
agreed to review the matter carefully.
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Corning Chairman to Shareholders: "We're Moving From `Survive to Thrive'"
Page Three
Presentation of Information in This News Release
The comment about "improved net profit before special charges by $500 million
last year" is a non-GAAP measure as it excludes special items in periods
compared -- gains or losses arising from previously announced restructuring
actions, asset impairments and other charges, gains or charges related to
ongoing debt reduction program, adjustments to the company's asbestos settlement
reserve and income from discontinued operations. The company believes presenting
net profit before special charges is helpful to understanding improvements in
Corning's operating results including equity earnings. Corning provides a
reconciliation of profitability on its investor relations website
(www.corning.com/investor_relations).
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.
Webcast Information
The company hosted a live audio webcast of the 2004 annual meeting of
shareholders in Corning, N.Y., from 11 a.m. to 12:15 p.m. EST, April 29, 2004.
To access the webcast archive, go to http://www.corning.com/investor_relations
and click on the webcast icon. No password or registration is required. The
webcast will be archived on the Web site for one year following the broadcast.
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.