-----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, DR2e0hYSXlReK4Gl0hGRytyIQAITpYLm7GI6m94ey2Z3nS97sypuDxOhy6IMP+BC Io5/qXZri8he0ftnLIuLlQ== 0000024741-95-000076.txt : 19951018 0000024741-95-000076.hdr.sgml : 19951018 ACCESSION NUMBER: 0000024741-95-000076 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: 19951017 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: 95581106 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 Q3 '95 PRESS RELEASE ON 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) October 17, 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 October 17, 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: October 17, 1995 By /s/ M. ANN GOSNELL M.Ann Gosnell Assistant Secretary 5 Kathryn C.Littleton (607) 974-8206 IMMEDIATE RELEASE October 17, 1995 Corning Incorporated Reports Second Quarter Results CORNING, N.Y., October 17 - Corning Incorporated (NYSE:GLW) said today that net income for its third quarter ended Oct. 8 totaled $83.5 million, or $0.37 per share. This includes a $62 million pre- tax charge to operating earnings announced on Oct. 5. In 1994, third quarter net income was $76.9 million, or $0.36 per share. This included $23.4 million, or $0.11 per share, of equity earnings from Dow Corning Corporation and a restructuring charge of $55.4 million, or $0.26 per share. Adjusting for these two items, 1994 third quarter earnings were $108.9 million, or $0.51 per share. Sales increased 9 percent to $1.6 billion from 1994's third quarter sales of $1.4 billion, driven by volume growth in the Communications segment and Pharmaceutical Services business. Approximately one-third of the sales increase resulted from acquisitions completed in 1994. Equity earnings, excluding Dow Corning Corporation, increased slightly from 1994's third quarter. Gains from the optical fiber equity companies were offset by weak results at a few of the smaller equity companies. Corning discontinued recognition of equity earnings from Dow Corning Corporation in the second quarter of 1995. -more- 6 -2- Board Chairman James R. Houghton said, "We are disappointed in the quarter's overall results which reflect weakness in the clinical laboratory and consumer products businesses. However, we are responding aggressively to the adverse developments in both of these industries and are in the process of fixing our administrative systems in the clinical laboratory business. "In the balance of our businesses, growth this year is exceeding expectations in spite of a sluggish economy, and we are on course with our planned investments for the future. We are also realizing the benefits of reengineering efforts begun in 1994 to achieve cost reduction and growth," added Houghton. "The company's portfolio of businesses is as strong and diverse as it has ever been and I remain optimistic about our growth potential". The company said earlier that it will increase the expansion of its optical fiber manufacturing facility in Wilmington, N.C., by $100 million for a total investment of $250 million. Also slated for a major expansion is the Corning Asahi Video Products Company television glass plant in State College, Pa., where demand for large-size panels is growing at a steady pace. Corning Incorporated is a Fortune 500 company whose businesses are at the leading edge of the technologies that comprise three of the fastest growing segments of the global economy -- Communications, Environment and Life Sciences. Its sales totaled $4.8 billion. -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)
Forty Weeks Ended Sixteen Weeks Ended October 8, 1995 October 9, 1994 October 8,1995 October 9, 1994 (Unaudited) (Unaudited) Revenues Net sales $3,982.7 $3,497.0 $1,568.8 $1,442.4 Royalty, interest and dividend income 24.7 21.5 9.1 10.3 -------- --------- ---------- --------- 4,007.4 3,518.5 1,577.9 1,452.7 Deductions Cost of sales 2,518.6 2,236.1 988.5 917.9 Selling, general and administrative expenses 822.0 633.2 357.2 245.2 Research and development expenses 133.5 132.8 53.7 53.5 Provision for restructuring and other special charges 67.0 82.3 82.3 Interest expense 90.4 85.6 35.8 33.9 Other, net 31.6 36.3 8.3 27.5 ------ --------- --------- --------- Income before taxes on income 344.3 312.2 134.4 92.4 Taxes on income 115.4 117.1 42.2 34.1 ------ ------ ------- ------- Income before minority interest and equity earnings 228.9 195.1 92.2 58.3 Minority interest in earnings of subsidiaries (53.4) (39.0) (23.8) (21.1) Dividends on convertible preferred securities of subsidiary (10.5) (2.7) (4.2) (2.7) Equity in earnings (losses) of associated companies: Excluding Dow Corning Corporation 48.7 34.6 19.3 19.0 Dow Corning Corporation (348.0) 58.3 23.4 ------- ------- ------- -------- Net Income (Loss) $ (134.3) $ 246.3 $ 83.5 $ 76.9 ======= ========= ====== ====== Earnings Per Common Share: Net Income (Loss) $(0.60) $1.18 $0.37 $0.36 ======== ======== ====== ====== Weighted Average Shares Outstanding 226.5 207.9 227.2 213.4 ======= ====== ====== ======
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 $ 109.0 $ 161.3 Receivables, net 968.3 947.1 Inventories 501.4 416.7 Deferred taxes on income and other current assets 238.9 201.2 --------- -------- Total current assets 1,817.6 1,726.3 Investments Other than Dow Corning Corporation 408.0 352.0 Dow Corning Corporation 341.8 Plant and Equipment, Net 1,964.4 1,890.6 Goodwill and Other Intangible Assets, Net 1,428.2 1,408.0 Other Assets 301.3 304.0 ------- -------- $5,919.5 $6,022.7 ========= ========= Liabilities and Stockholders' Equity Current Liabilities Loans payable $ 122.6 $ 67.6 Accounts payable 160.9 258.3 Other accrued liabilities 751.6 748.3 ------- ------ Total current liabilities 1,035.1 1,074.2 Other Liabilities 666.6 643.6 Loans Payable Beyond One Year 1,472.6 1,405.6 Minority Interest in Subsidiary Companies 275.4 247.0 Convertible Preferred Securities of Subsidiary 364.7 364.4 Convertible Preferred Stock 23.8 24.9 Common Stockholders' Equity 2,081.3 2,263.0 -------- --------- $ 5,919.5 $ 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 3, 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 third quarter were 227.2 million and 213.4 million for 1995 and 1994, respectively, and for the third quarter year-to-date were 226.5 million and 207.9 million for 1995 and 1994, respectively. Preferred dividends of $0.5 million and $1.5 million were declared in the third quarter and third quarter year-to-date, respectively, in both 1995 and 1994. (2) Depreciation and amortization charged to operations for the forty weeks ended October 8, 1995, and October 9,1994, totaled $279.1 million and $252.1 million, respectively. (3) 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 of1995. Corning recognized equity earnings from Dow Corning totaling $23.4 million, or $0.11 per share, and $58.3 million, or $0.28 per share, in the third quarter and third quarter year-to-date 1994, respectively,and $17.5 million, or $0.08 per share, in the first quarter of 1995. (4) Corning's effective tax rate, excluding the impact of special charges, was 31.4 percent and 34.5 percent for the third quarter and third quarter year-to-date 1995, respectively, and 35 percent and 36.5 percent for the same periods in 1994. The change in the effective tax rate was primarily due to an increase in the percentages of Corning's earnings from consolidated entities with lower effective tax rates. (5) In the third quarter year-to-date 1995, Corning recognized a restructuring charge totaling $67 million (40.5 million after- tax), or $0.18 per share. (6) In the third quarter 1994, Corning recorded a charge of $82.3 million (55.4 million after tax), or $0.26 per share, which included integration costs, transaction expenses and certain other reserves, primarily related to the acquisitions of Nichols Institute, Maryland Medical Laboratory and Bioran Medical Laboratory. # # # # -30- -----END PRIVACY-ENHANCED MESSAGE-----