-----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, MDASXbnREE1qochwwnsRB+q8eSR+mvA54J5m42ImFrn5IelGI00ldNbacVArmxNn 5lebv9DAnIRCKCZuqyypYQ== 0000024741-96-000004.txt : 19960123 0000024741-96-000004.hdr.sgml : 19960123 ACCESSION NUMBER: 0000024741-96-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960122 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: 96505746 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 Q4 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) January 22, 1996 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 January 22, 1996. 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: January 22, 1996 By /s/ M. ANN GOSNELL M.Ann Gosnell Assistant Secretary 5 Kathryn C. Littleton (607) 974-8206 Paul A. Rogoski (607) 974-8832 IMMEDIATE RELEASE January 22, 1996 Corning Incorporated Reports Fourth Quarter and Year-End Results CORNING, N.Y., Jan. 22 - Corning Incorporated (NYSE:GLW) said today that net income for its fourth quarter ended Dec. 31 totaled $83.5 million, or $0.37 per share. In 1994, fourth quarter net income was $35 million, or $0.14 per share. Adjusting for the impact of Dow Corning Corporation, which was fully reserved in the second quarter of 1995, fourth quarter 1994 net income was $96.1 million, or $0.43 per share. For the full year, Corning incurred a net loss of $50.8 million, or $0.23 per share, compared with net income of $281.3 million, or $1.32 per share, in 1994. Both years include net losses from Dow Corning and restructuring charges. Excluding restructuring charges and losses from Dow Corning, 1995 net income was $337.7 million, or $1.49 per share, compared with $339.5 million, or $1.59 per share, in 1994. For the fourth quarter 1995, Corning's sales increased 4 percent to $1.3 billion. For 1995, sales were $5.3 billion, an increase of 11 percent. The sales increases were due to strong performance in several growth businesses: optical fiber and optical cable; information display products; pharmaceutical services; and environmental products. Approximately 20 percent of the annual sales increase was the result of acquisitions completed in 1994. -more- 6 -2- Equity company results, excluding Dow Corning Corporation, increased slightly in the fourth quarter and 29 percent for the full year. The increase was due primarily to strong performance from the international optical fiber equity companies. Board Chairman James R. Houghton said, "The fourth quarter results were at the low end of our expectations and reflect some slippage of December sales into 1996. Over the course of the year, the significant profit gains achieved by the Communications and Specialty Materials segments and the Corning Pharmaceutical Services business were offset by previously indicated poor performance in the Consumer segment and at Corning Clinical Labs." Houghton added, "As we look forward, we expect the positive trends in the growth businesses to continue. However, we face difficult earnings comparisons in the first half as we pursue solutions to the profitability issues in the Consumer segment and at Corning Clinical Labs." 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. In 1995 sales totaled $5.3 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)
Year Ended Twelve Weeks Ended Dec. 31, Jan. 1, Dec. 31, Jan. 1, 1995 1995 1995 1995 Revenues Net sales $5,313.1 $4,770.5 $1,330.4 $1,273.5 Royalty, interest and dividend income 33.0 28.7 8.3 7.2 -------- -------- -------- --------- 5,346.1 4,799.2 1,338.7 1,280.7 Deductions Cost of sales 3,386.0 3,060.9 867.4 824.8 Selling, general and administrative expenses 1,093.5 871.7 271.5 238.5 Research and development expenses 179.7 176.9 46.2 44.1 Provision for restructuring and other special charges 67.0 82.3 Interest expense 117.8 110.4 27.4 24.8 Other, net 36.2 37.5 4.6 1.2 ------- ------- ------- ------ Income before taxes on income 465.9 459.5 121.6 147.3 Taxes on income 154.7 170.1 39.3 53.0 ------ ----- ------ ------ Income before minority interest and equity earnings 311.2 289.4 82.3 94.3 Minority interest in earnings of subsidiaries (66.8) (50.7) (13.5) (11.7) Dividends on convertible preferred securities of subsidiary (13.7) (6.1) (3.2) (3.4) Equity in earnings (losses) of associated companies: Excluding Dow Corning Corporation 66.5 51.5 17.9 16.9 Dow Corning Corporation (348.0) (2.8) (61.1) -------- ------ ------- ------- Net Income (Loss) $(50.8) $281.3 $83.5 $35.0 ======= ====== ====== ====== Earnings Per Common Share: Net Income (Loss) $(0.23) $1.32 $0.37 $0.14 Dividends Declared $0.72 $0.69 $0.18 $0.18 Weighted Average Shares Outstanding 226.6 211.8 226.7 224.9
The accompanying notes are an integral part of these statements. 8 Corning Incorporated and Subsidiary Companies Condensed Consolidated Balance Sheets (In millions) Dec. 31, 1995 Jan. 1, 1995 Assets Current Assets Cash and short-term investments$ 214.9 $ 161.3 Receivables, net 932.4 947.1 Inventories 467.8 416.7 Deferred taxes on income and other current assets 219.2 201.2 ----- ------ Total current assets 1,834.3 1,726.3 Investments Other than Dow Corning Corporation 376.1 352.0 Dow Corning Corporation 341.8 Plant and Equipment, Net 2,031.6 1,890.6 Goodwill and Other Intangible Assets, Net 1,416.1 1,408.0 Other Assets 329.0 304.0 -------- -------- $5,987.1 $6,022.7 ========= ======== Liabilities and Stockholders' Equity Current Liabilities Loans payable $ 146.0 $ 67.6 Accounts payable 255.2 258.3 Other accrued liabilities 763.9 748.3 ------- ------- Total current liabilities 1,165.1 1,074.2 Other Liabilities 664.9 643.6 Loans Payable Beyond One Year 1,393.0 1,405.6 Minority Interest in Subsidiary Companies 272.5 247.0 Convertible Preferred Securities of Subsidiary 364.7 364.4 Convertible Preferred Stock 23.9 24.9 Common Stockholders' Equity 2,103.0 2,263.0 --------- -------- $5,987.1 $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 4, 1995 (1) Earnings per common share are computed by dividing net income less dividends on Series B preferred stock by the weighted average number of common shares outstanding during the period. The weighted average shares outstanding for the fourth quarter were 226.7 million and 224.9 million for 1995 and 1994, respectively, and 226.6 million and 211.8 million in fiscal years 1995 and 1994, respectively. Preferred dividends of $0.5 million and $0.6 million were declared in the fourth quarter of 1995 and 1994, respectively, and $2.0 million and $2.1 million in fiscal years 1995 and 1994. (2) Depreciation and amortization charged to operations for fiscal years 1995 and 1994 totaled $377.4 million and $338.4 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 of 1995 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 of $17.5 million, or $0.08 per share, in the first quarter of 1995. Corning recognized equity losses from Dow Corning totaling $61.1 million, or $0.29 per share, and $2.8 million, or $0.01 per share, in the fourth quarter and fiscal year ended 1994, respectively. The 1994 amounts include an after-tax reduction in equity earnings of $75.9 million, or $0.36 per share, as a result of charges taken by Dow Corning Corporation related to breast-implant litigation. (4) Corning's effective tax rate, excluding unusual items was 32% and 36% for the fourth quarter of 1995 and 1994, respectively, and 34% and 36% for the fiscal years 1995 and 1994, respectively. The decrease in the effective tax rate was primarily due to anincrease in the percentage of Corning's earnings fromconsolidated entities with lower effective tax rates. (5) During fiscal year 1995, Corning recorded a restructuring charge totaling $67 million ($40.5 million after-tax), or $0.18 per share. (6) During fiscal year 1994, Corning recorded a charge totaling $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. Subsequent Event (7) On January 16, 1996, Corning and International Technology Corporation signed an agreement whereby Corning will increase its ownership in Quanterra Incorporated from 50 % to 81 % in exchange for an investment of approximately $20 million. As a result of this transaction, Corning will consolidate Quanterra's results beginning in the first quarter of 1996. Quanterra provides environmental testing and related services. # # # # -----END PRIVACY-ENHANCED MESSAGE-----