-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, M6C+BN+6LsNPopn1rdcx81VW38iuSFUsm7VUcXfEkxzWU/QYzkOnb+uC7ItZffqm qN5va4B6D+Ld8gEGBYUAaQ== 0000024741-94-000034.txt : 19940407 0000024741-94-000034.hdr.sgml : 19940407 ACCESSION NUMBER: 0000024741-94-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940327 ITEM INFORMATION: 3 FILED AS OF DATE: 19940406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: 3220 IRS NUMBER: 160393470 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-03247 FILM NUMBER: 94520431 BUSINESS ADDRESS: STREET 1: HOUGHTON PK C-3 CITY: CORNING STATE: NY ZIP: 14831 BUSINESS PHONE: 6079749000 FORMER COMPANY: FORMER CONFORMED NAME: CORNING INC /NY / CORNING LAB SERVICES INC DATE OF NAME CHANGE: 19930713 FORMER COMPANY: FORMER CONFORMED NAME: CORNING GLASS WORKS DATE OF NAME CHANGE: 19890512 8-K 1 CORNING INC.'S Q1 1994 8K 1 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 6, 1994 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. of incorporation) File Number) Employer Identification No.) One Riverfront Plaza, Corning, New York 14831 (Address of principal (Zip executive offices) Code) (607) 974-9000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) 2 Item 5. Other Events. Attached for filing as an exhibit hereto is the item listed in "Item 7 -- Financial Statements, Pro Forma Financial Information and Exhibits" below. Such item is being filed in connection with the offering by Corning Incorporated of $400,000,000 aggregate principal amount of its Medium-Term Notes due from 9 months to 50 years from Date of Issue. 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits: The Registrant's press release of April 6, 1994. 4 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 6, 1994 By /s/ M. ANN GOSNELL M. Ann Gosnell Assistant Secretary EX-99 2 CORNING INC.'S Q1 1994 PRESS RELEASE 1 Kathryn C. Littleton (607) 974-8206 John H. Abrams (607) 974-8832 IMMEDIATE RELEASE April 6, 1994 Corning Incorporated Reports First Quarter Increases In Sales and Net Income CORNING, N.Y., April 6 - Corning Incorporated (NYSE:GLW) said today that its first quarter net income totaled $58 million, or $0.28 per share compared with 1993's first quarter net income of $49.8 million, or $0.26 per share. Excluding 1993's one-time event which contributed $0.01 per share, earnings per share were up 15 percent. First-quarter sales totaled $948.9 million, up 16 percent over 1993. Approximately half of the sales increase was due to the 1993 acquisition of Damon Corporation. Board Chairman James R. Houghton said, "The improvement in the quarter was led by the optical fiber and cable and the environmental substrate businesses which benefited from vigorously expanding markets." Houghton added, "The strength of the quarter was somewhat diminished by a significant loss of revenues in the clinical testing business due to the string of winter storms in the eastern half of the United States. However, we continue to be encouraged by progress on the integration of Damon into MetPath." Equity company earnings of $16.5 million were more than double the prior year's first quarter. The improvements were due to strong performance at Dow Corning Corporation and to the elimination of losses from Vitro Corning, S.A., which was divested in late 1993. Houghton said, "We are pleased to be starting the year with broad- based improvements as we drive to re-establish our growth momentum." Corning Incorporated is a Fortune 200 company which reports its financial results in four business segments: specialty materials, communications, laboratory services and consumer products. For 1993, Corning's revenues totaled $4 billion. -30- Investor Relations Contact: Richard B. Klein (607) 974-8313 Stephen L. Albertalli (607) 974-8357 2 CORNING INCORPORATED AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (In millions, except per-share amounts) Twelve Weeks Ended March 27, March 28, 1994 1993 (Unaudited) REVENUES Net sales $ 948.9 $ 817.0 Royalty, interest, and dividend income 7.7 6.4 Non-operating gains 4.2 956.6 827.6 DEDUCTIONS Cost of sales 622.1 532.1 Selling, general and administrative expenses 185.7 168.6 Research and development expenses 38.2 37.7 Interest expense 25.8 16.5 Other, net 5.8 3.1 Income before taxes on income 79.0 69.6 Taxes on income 29.6 23.9 Income before minority interest and equity earnings 49.4 45.7 Minority interest in earnings of subsidiaries (7.9) (3.1) Equity in earnings of associated companies 16.5 7.2 NET INCOME $ 58.0 $ 49.8 EARNINGS PER COMMON SHARE: NET INCOME $ 0.28 $ 0.26 The accompanying notes are an integral part of these statements. 3 CORNING INCORPORATED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions) March 27, January 2, 1994 1994 (Unaudited) ASSETS CURRENT ASSETS Cash and short-term investments $ 98.2 $ 160.8 Receivables, net 752.2 691.1 Inventories 378.1 353.9 Deferred taxes on income and other current assets 264.2 265.9 Total current assets 1,492.7 1,471.7 INVESTMENTS 650.1 630.7 PLANT AND EQUIPMENT, NET 1,776.2 1,759.8 GOODWILL AND OTHER INTANGIBLE ASSETS, NET 1,193.1 1,009.1 OTHER ASSETS 318.1 360.4 $5,430.2 $ 5,231.7 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Loans payable $ 232.5 $ 141.7 Accounts payable 170.6 245.1 Other accrued liabilities 637.1 633.5 Total current liabilities 1,040.2 1,020.3 OTHER LIABILITIES 652.6 668.6 LOANS PAYABLE BEYOND ONE YEAR 1,573.6 1,585.6 MINORITY INTEREST IN SUBSIDIARY COMPANIES 182.2 245.7 CONVERTIBLE PREFERRED STOCK 25.5 25.7 COMMON STOCKHOLDERS' EQUITY 1,956.1 1,685.8 $5,430.2 $ 5,231.7 The accompanying notes are an integral part of these statements. 4 CORNING INCORPORATED AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTER 1, 1994 (1) Earnings per common share are computed by dividing net income less dividends on preferred stock by the weighted average number of common shares outstanding during the period. The weighted average shares outstanding (in thousands) for the first quarter were 202,325 and 189,632 for 1994 and 1993, respectively. Preferred dividends of $0.5 million were declared in the first quarters of 1994 and 1993. (2) Depreciation and amortization charged to operations during the first quarters of 1994 and 1993 amounted to $76.9 million and $63 million, respectively. (3) In February 1994, under terms of a previously announced agreement with Vitro Corning S.A. de C.V., Corning purchased the shares of capital stock of Corning Vitro Corporation held by Vitro. This transaction completed the second and final phase of the agreement between Corning and Vitro to end their cross ownership in two consumer products companies. The net cost to Corning under terms of the agreement was $131 million. Goodwill of approximately $70 million resulted from this transaction and is being amortized over 40 years. (4) In February 1994, Corning and Siecor Corporation, a consolidated 50- percent owned company, acquired the assets relating to the optical- fiber and optical-cable businesses of Northern Telecom Limited. Under terms of the agreement, Corning provided $87 million of the purchase price and Siecor provided $43 million. Goodwill of approximately $110 million resulted from this transaction and is being amortized over 25 years. Northern Telecom is a major supplier of optical fiber and optical cable to Canadian and international markets. (5) In February 1994, Corning issued 8 million shares of common stock in a single-block transaction. The net proceeds from this offering totaled approximately $233 million and were used to finance the acquisition of the shares of capital stock of Corning Vitro Corporation held by Vitro (see Note 3) and the acquisition of Northern Telecom's optical-fiber and optical-cable businesses (see Note 4). (6) Effective January 4, 1993, Corning and its subsidiaries adopted Financial Accounting Standard No. 109, "Accounting for Income Taxes," (FAS 109) and Financial Accounting Standard No. 112, "Employers' Accounting for Postemployment Benefits," (FAS 112). The impact of adopting FAS 109 and FAS 112 was not material in 1993 and prior year financial statements were not restated. NON-OPERATING GAINS AND LOSSES (7) During the first quarter 1993, Corning recognized a non-operating gain totaling $4.2 million ($2.6 million after tax). SUBSEQUENT EVENT (8) On April 4, 1994, Corning sold the assets of its Damon clinical laboratory testing operations in California to Physicians Clinical Laboratory, Inc. for approximately $51 million. No gain or loss will be recognized as a result of this transaction. Corning expects to use the proceeds from the transaction to retire a portion of the debt incurred in conjunction with the Damon acquisition in August 1993. -----END PRIVACY-ENHANCED MESSAGE-----