-----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, PNKja9OnjsNdLZXeeTJKpMtWH+2eY/VLe7CXWJg7Jw/sTcOalS83mQtYnQJCR0M7 08BtwFvcb0Ok0bU5sR5ivA== 0000024741-97-000012.txt : 19970416 0000024741-97-000012.hdr.sgml : 19970416 ACCESSION NUMBER: 0000024741-97-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970415 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: 97581305 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 PRESS RELEASE OF 4/15/97 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 15, 1997 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) 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. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits: The Registrant's press release of April 15, 1997. 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 15, 1997 By /s/ KATHERINE A. ASBECK Katherine A. Asbeck Chief Accounting Officer Kathryn C. Littleton (607) 974-8206 littleokc@corning.com Todd Fogarty (212) 593-2655 todd-fogarty@kekst.com IMMEDIATE RELEASE April 15, 1997 CORNING INCORPORATED FIRST QUARTER EARNINGS UP 48% CORNING, N.Y., April 15 -- Corning Incorporated (NYSE:GLW) said today that for its first quarter ended March 31, 1997, earnings were $0.40 per share, an increase of 48 percent compared with earnings of $0.27 per share from the same operations for first quarter 1996. Net income for the first quarter totaled $92 million, an increase of 47 percent compared with $62.6 million for the same operations in the first quarter 1996. Sales totaled $945.4 million, an increase of 13 percent. "These solid operating results reflect continued growth in sales and earnings from our optical fiber, cable and photonic technologies businesses as well as our environmental and advanced materials businesses," said Corning Chairman and Chief Executive Officer Roger G. Ackerman. "We are also pleased with ongoing improvements in performance of the consumer products business," added Mr. Ackerman, "where manufacturing efficiency gains and strategic cost-reduction programs are having a positive impact on results." The decline in equity earnings reflects costs associated with new ventures including the start up of American Video Glass Company and Samsung- Corning Precision Glass Company. These costs more than offset the strong performance of optical fiber equity companies and Eurokera, a specialty flat- glass equity company. "Looking ahead, we continue to expect 1997 to be a strong year, although the rate of growth cannot be expected to match what we achieved in the first quarter. We are well positioned for extraordinary growth in our communications-related businesses. We are aggressively applying our leading materials and process technologies in other core businesses. And, we are on track with our strategy to invest significantly for the future," concluded Mr. Ackerman. (more) -2- On December 31, 1996, Corning completed a strategic repositioning of the company by distributing all of the shares of Quest Diagnostics Incorporated (NYSE:DGX) and Covance Inc. (NYSE:CVD) to its shareholders on a pro rata basis. Corning's results for 1996 report Quest Diagnostics and Covance as discontinued operations. Income from discontinued operations totaled $9.2 million, or $0.04 per share, for the first quarter 1996. Established in 1851, Corning Incorporated creates leading-edge technologies for the fastest growing segments of the world's economy. Corning manufactures optical fiber, cable and components, high performance glass and components for televisions, and other electronic displays for communications and communications-related industries; advanced materials for the scientific and environmental markets, and consumer products. Corning's total revenues in 1996 were $3.7 billion. -30- Corning Investor Relations Contact: Richard B. Klein, (607) 974-8313 or kleinrb@corning.com Katherine M. Dietz (607) 974-8217 or dietzkm@corning.com The statements in this release, which are not historical facts or information, are forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. Forward-looking statements include, but are not limited to, global economic conditions, product demand, competitive products and pricing, manufacturing efficiencies, cost reductions, manufacturing capacity, facility expansions and new plant start-up costs, the rate of technology change, and other risks. CORNING INCORPORATED AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited; in millions, except per-share amounts) Quarter Ended Quarter Ended March 31, 1997 March 31, 1996 --------------- --------------- REVENUES Net sales $ 945.4 $ 837.6 Royalty, interest and dividend income 10.5 8.0 ------- ------- 955.9 845.6 DEDUCTIONS Cost of sales 554.9 517.0 Selling, general and administrative expenses 159.4 158.4 Research and development expenses 51.1 45.3 Interest expense 25.0 17.7 Other, net 11.0 7.1 ------- ------- Income before taxes on income 154.5 100.1 Income tax expense 53.3 33.5 ------ ------ Income before minority interest and equity earnings 101.2 66.6 Minority interest in earnings of subsidiaries (12.6) (12.2) Dividends on convertible preferred securities of subsidiary (3.4) (3.4) Equity in earnings of associated companies 6.8 11.6 ------- ------- Income from continuing operations 92.0 62.6 Income from discontinued operations, net of taxes 9.2 ------- NET INCOME $ 92.0 $ 71.8 ======= ======= EARNINGS PER COMMON SHARE: Continuing operations $ 0.40 $ 0.27 Discontinued operations 0.04 -------- ------- NET INCOME $ 0.40 $ 0.31 ======== ======= DIVIDENDS DECLARED $ 0.18 $ 0.18 ========= ======= WEIGHTED AVERAGE SHARES OUTSTANDING 226.5 227.2 ========= ======== The accompanying notes are an integral part of these statements. CORNING INCORPORATED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions) March 31, 1997 Dec. 31, 1996 -------------- ------------- (Unaudited) ASSETS CURRENT ASSETS Cash and short-term investments $ 106.9 $ 223.2 Receivables, net 638.3 566.3 Inventories 538.6 498.5 Deferred taxes on income and other current assets 117.6 130.7 -------- ------- Total current assets 1,401.4 1,418.7 Investements 325.5 337.2 Plant and Equipment, Net 1,967.6 1,977.7 Goodwill and Other Intangible Assets, Net 322.1 330.4 Other Assets 272.9 257.3 -------- ------- $4,289.5 $4,321.3 ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Loans payable $ 48.0 $ 53.9 Accounts payable 177.2 268.9 Other accrued liabilities 513.3 484.7 -------- ------- Total current liabilities 738.5 807.5 OTHER LIABILITIES 658.1 646.2 LOANS PAYABLE BEYOND ONE YEAR 1,195.1 1,208.5 MINORITY INTEREST IN SUBSIDIARY COMPANIES 316.5 310.7 CONVERTIBLE PREFERRED SECURITIES OF SUBSIDIARY 365.1 365.1 CONVERTIBLE PREFERRED STOCK 21.7 22.2 COMMON STOCKHOLDERS' EQUITY 994.5 961.1 ------- -------- $4,289.5 $4,321.3 ========= ======== The accompanying notes are an integral part of these statements. CORNING INCORPORATED AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTER 1, 1997 (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 was 226.5 million and 227.2 million for the first quarters of 1997 and 1996, respectively. Series B preferred dividends amounted to $0.4 million and $0.5 million in the first quarters of 1997 and 1996, respectively. (2) Depreciation and amortization charged to continuing operations during the first quarters of 1997 and 1996 totaled $87.5 million and $71.9 million, respectively. (3) Corning's effective tax rate for continuing operations was 34.5% for the first quarter of 1997 and 33.5% for the first quarter of 1996. The higher 1997 rate was due to a higher percentage of Corning's earnings from consolidated entities with higher effective tax rates. (4) On December 31, 1996, Corning completed a strategic repositioning of the company by distributing all of the shares of Quest Diagnostics Incorporated and Covance Inc. to its shareholders on a pro rata basis. Corning's results for 1996 report Quest Diagnostics and Covance as discontinued operations. Income from discontinued operations totaled $9.2 million, or $0.04 per share, for the first quarter 1996. - 30 - -----END PRIVACY-ENHANCED MESSAGE-----