-----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, rlY+jlnpPrTaysZNeIUT5jeQeqIEgX6k9uCXCov/0/0QZZgM4q8yRSOK5bHdWOfg 7W8Ha4aF2XsdTaJ+wRq2Xw== 0000024741-95-000057.txt : 199506280000024741-95-000057.hdr.sgml : 19950628 ACCESSION NUMBER: 0000024741-95-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950618 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] 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: 95549618 BUSINESS ADDRESS: STREET 1: ONE RIVERFRONT PLAZA 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'S Q2 '95 PRESS RELEASE ON 8-K 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) June 27, 1995 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) 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 $500,000,000 aggregate principal amount of its Medium-Term Notes due from 9 months to 30 years from Date of Issue. 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits: The Registrant's press release of June 27, 1995. 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: June 27, 1995 By /s/ M. ANN GOSNELL M. Ann Gosnell Assistant Secretary 5 Kathryn C. Littleton (607) 974-8206 John H. Abrams (607) 974-8832 IMMEDIATE RELEASE June 27, 1995 Corning Incorporated Reports Second Quarter Results CORNING, N.Y., June 27 - Corning Incorporated (NYSE:GLW) said today that its 1995 second quarter net income before special charges totaled $108.8 million, or $0.48 per share. As previously announced, Corning discontinued recognition of equity earnings from Dow Corning Corporation beginning in the second quarter of 1995. In the second quarter of 1994, Corning reported net income of $111.4 million, or $0.54 per share, which included $22.6 million, or $0.11 per share, of equity earnings from Dow Corning. Adjusting for the elimination of Dow Corning's earnings and before special charges, Corning's 1995 second quarter earnings per share increased 12 percent from an adjusted $0.43 per share in 1994. As previously announced, second quarter results include special charges: $365.5 million after tax, or $1.62 per share, to fully reserve Corning's investment in Dow Corning Corporation; and a restructuring provision of $67 million ($40.5 million after tax), or $0.18 per share. Including these charges, Corning reported a second quarter net loss of $297.2 million, or $1.32 per share. Sales increased 18 percent to $1.3 billion from 1994's second quarter sales of $1.1 billion. Approximately one-third of the sales increase resulted from acquisitions completed in 1994 in both the opto-electronics and life sciences businesses. -more- 6 -2- Board Chairman James R. Houghton said, "Our performance in the quarter was mixed. On the plus side, we continued to see solid growth and strong profit improvement in most of our core businesses, including opto-electronics, pharmaceutical testing services, environmental products and video displays. On the other hand, our results in clinical testing services and consumer products were disappointing. "In clinical testing," Houghton added, "margins improved modestly over the first quarter but were well behind both last year and our expectations, reflecting continued delays in cost- reduction programs. In consumer products, the combination of a difficult retail environment and several scheduled glass- furnace repairs reduced margins significantly in the quarter." For the second quarter 1995, equity earnings, excluding Dow Corning, were up significantly, primarily due to strong performance in the optical fiber equity companies. Houghton concluded, "As we complete a successful first half, we are on track to meet our financial objectives for the year." Corning Incorporated is a Fortune 500 company which reports its financial results in four segments: specialty materials, communications, laboratory services and consumer products. For 1994 revenues totaled $4.8 billion. Dow Corning Corporation is a 50-percent owned equity investment with The Dow Chemical Company. -30- Investor Relations Contact: Richard B. Klein (607) 974-8313 Katherine M. Dietz (607) 974-8217 7 Corning Incorporated and Subsidiary Companies Consolidated Statements of Income (In millions, except per-share amounts)
Twenty-Four Weeks Ended Twelve Weeks Ended June 18, 1995 June 19, 1994 June 18, 1995 June 19, 1994 (Unaudited) (Unaudited) Revenues Net sales $2,413.9 $2,054.6 $1,297.8 $1,105.7 Royalty, interest and dividend income 15.6 11.2 8.7 3.5 -------- -------- -------- -------- 2,429.5 2,065.8 1,306.5 1,109.2 Deductions Cost of sales 1,530.1 1,318.2 816.5 696.1 Selling, general and administrative expenses 464.7 388.0 243.2 202.3 Research and development expenses 79.8 79.3 41.2 41.1 Provision for restructuring and other special charges 67.0 67.0 Interest expense 54.5 51.7 28.5 25.9 Other, net 23.5 8.8 8.1 3.0 -------- -------- -------- -------- Income before taxes on income 209.9 219.8 102.0 140.8 Taxes on income 73.2 83.0 33.3 53.4 -------- -------- -------- -------- Income before minority interest and equity earnings 136.7 136.8 68.7 87.4 Minority interest in earnings of subsidiaries (29.5) (17.9) (18.2) (10.0) Dividends on convertible preferred securities of subsidiary (6.3) (3.1) Equity in earnings (losses) of associated companies: Other than Dow Corning Corporation 29.3 15.6 20.9 11.4 Dow Corning Corporation (348.0) 34.9 (365.5) 22.6 -------- -------- -------- -------- Net Income (Loss) $ (217.8) $ 169.4 $ (297.2) $ 111.4 ======== ======== ======== ======== Earnings Per Common Share: Net Income (Loss) $(0.97) $0.82 $(1.32) $0.54 ====== ===== ====== ===== Weighted Average Shares Outstanding 225.9 204.3 226.3 206.3 ===== ===== ===== =====
The accompanying notes are an integral part of these statements. 8 Corning Incorporated and Subsidiary Companies Condensed Consolidated Balance Sheets (In millions) June 18, 1995 Jan. 1, 1995 (Unaudited) Assets Current Assets Cash and short-term investments $ 194.5 $ 161.3 Receivables, net 999.2 947.1 Inventories 503.6 416.7 Deferred taxes on income and other current assets 230.7 201.2 --------- --------- Total current assets 1,928.0 1,726.3 Investments Other than Dow Corning Corporation 377.2 352.0 Dow Corning Corporation 341.8 Plant and Equipment, Net 1,931.3 1,890.6 Goodwill and Other Intangible Assets, Net 1,435.6 1,408.0 Other Assets 318.1 304.0 --------- --------- $ 5,990.2 $ 6,022.7 ========= ========= Liabilities and Stockholders' Equity Current Liabilities Loans payable $ 134.5 $ 67.6 Accounts payable 174.5 258.3 Other accrued liabilities 802.2 748.3 --------- -------- Total current liabilities 1,111.2 1,074.2 Other Liabilities 663.1 643.6 Loans Payable Beyond One Year 1,520.3 1,405.6 Minority Interest in Subsidiary Companies 275.1 247.0 Convertible Preferred Securities of Subsidiary 364.6 364.4 Convertible Preferred Stock 24.3 24.9 Common Stockholders' Equity 2,031.6 2,263.0 --------- --------- $ 5,990.2 $ 6,022.7 ========= ========= The accompanying notes are an integral part of these statements. 9 Corning Incorporated and Subsidiary Companies Notes to Consolidated Financial Statements Quarter 2, 1995 (1) Earnings per common share are computed by dividing net income less dividends on Series B convertible preferred stock by the weighted average number of common shares outstanding during the period. The weighted average shares outstanding for the second quarter were 226.3 million and 206.3 million for 1995 and 1994, respectively, and for the first half were 225.9 million and 204.3 million for 1995 and 1994, respectively. Preferred dividends of $0.5 million and $1.0 million were declared in the second quarter and first half, respectively, in both 1995 and 1994. (2) Depreciation and amortization charged to operations during the first half of 1995 and 1994 totaled $181.1 million and $154.9 million, respectively. (3) On March 28, 1995, Corning issued $125 million of 30- year debentures with an interest rate of 8.3 percent due April 4, 2025. The proceeds from these borrowings will be used for general corporate purposes, including capital spending. (4) On May 15, 1995, Dow Corning Corporation, a 50-percent owned equity company, voluntarily filed for protection under Chapter 11 of the United States Bankruptcy Code. As a result of this action, Corning recorded an after-tax charge of $365.5 million, or $1.62 per share, in the second quarter to fully reserve its investment in Dow Corning. In addition, Corning discontinued recognition of equity earnings from Dow Corning beginning in the second quarter of 1995. Corning recognized equity earnings from Dow Corning totaling $12.3 millon, or $0.06 per share, and $34.9 million, or $0.17 per share, in the first quarter and first half of 1994, respectively, and $17.5 million, or $0.08 per share, in the first quarter of 1995. (5) During the second quarter 1995, Corning recognized a restructuring charge totaling $67 million ($40.5 million after tax) or $0.18 per share. -30- -----END PRIVACY-ENHANCED MESSAGE-----