-----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, FbLMgFMF6mnjtZsp3n5Tmn64EsmG8PnVwYMZh3J3ZlzIYV9pFf8igiWYI6SZu7K+ q3z6tgBC0s4eB34TjS81ow== 0000024741-98-000008.txt : 19980420 0000024741-98-000008.hdr.sgml : 19980420 ACCESSION NUMBER: 0000024741-98-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 ITEM INFORMATION: FILED AS OF DATE: 19980417 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: SEC FILE NUMBER: 001-03247 FILM NUMBER: 98596088 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 4/16/98 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 16, 1998 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 16, 1998. 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 16, 1998 By /s/ KATHERINE A. ASBECK Katherine A. Asbeck Vice President and Controller FOR IMMEDIATE RELEASE Robert W. DeMallie April 16, 1998 (607) 974-8778 demallierw@corning.com Corning Incorporated Reports First Quarter Earnings CORNING, N.Y., April 16 - Corning Incorporated (NYSE:GLW) reported today that its 1998 first quarter net income from continuing operations, which now excludes the consumer housewares business, totaled $62.1 million, compared with 1997 net income from the same operations of $85.4 million. Diluted earnings per share from continuing operations totaled $0.27, versus 1997 first quarter diluted earnings per share of $0.36. The decline in first quarter earnings per share is consistent with Corning's expectations, as announced in January of this year. First quarter sales from continuing operations were $794.8 million, compared to 1997 first quarter sales of $817.1 million. Commenting on the company's performance, Corning's Chairman and Chief Executive Officer, Roger G. Ackerman said, "As we had anticipated, the decline in first quarter earnings was mostly due to the effects of Asia's instability on several of our businesses. The impact was most pronounced on our international optical fiber sales, with lower volume and pricing compared with last year's record first-quarter performance. "Equity earnings were up substantially," Ackerman added, "due primarily to strong performance and exchange gains at Samsung-Corning Company Ltd., a Korean manufacturer of glass panels and funnels for television and display monitors." Commenting on future performance, Ackerman said, "We expect our trends to improve as the year progresses. But the extent and timing of our improvement clearly depends on stronger Asian economies, which we have not yet seen." On April 1, 1998, Corning completed the recapitalization and sale of a controlling interest in its consumer housewares business to an affiliate of Borden, Inc. Corning expects to record a gain from the sale in the second quarter. (more) -2- As previously announced, the gain is likely to be offset by an early retirement program, while the cash proceeds will be used to invest in growth businesses and reduce debt. "I am very pleased that we were recently able to complete the divestiture of our consumer housewares business to Borden," Ackerman said. Corning recognized a loss from discontinued operations in the first quarter of 1998 totaling $0.6 million, or $0.01 per share, compared to income of $6.6 million, or $0.03 per share, for the first quarter of 1997. Including the loss from discontinued operations, Corning's net income for the first quarter of 1998 was $61.5 million, or $0.26 per share, compared to net income of $92.0 million, or $0.39 per share for the first quarter of 1997. 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; and advanced materials for scientific and environmental markets. Corning's total revenues in 1997 were $4.1 billion. -30- Corning Investor Relations Contacts: Richard B. Klein (607) 974-8313 Katherine M. Dietz (607) 974-8217 Forward-Looking and Cautionary Statements Except for historical information and discussions contained herein, statements included in this release may constitute "forward-looking statement" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause results to differ materially, as discussed in the company's filing with the Securities and Exchange Commission. Corning Incorporated and Subsidiary Companies Consolidated Statements of Income (Unaudited; in millions, except per share amounts) Quarter Ended Quarter Ended March 31, 1998 March 31, 1997 -------------- -------------- (Restated) Revenues Net sales $794.8 $817.1 Royalty, interest and dividend income 9.1 9.9 ------ ------ 803.9 827.0 Deductions Cost of sales 514.7 475.7 Selling, general and administrative expenses 112.9 128.8 Research and development expenses 67.1 51.0 Interest expense 17.6 21.2 Other, net 27.1 6.8 ----- ----- Income from continuing operations before taxes on income 64.5 143.5 Taxes on income from continuing operations 21.0 49.0 ----- ----- Income from continuing operations before minority interest and equity earnings 43.5 94.5 Minority interest in earnings of subsidiaries (5.5) (12.5) Dividends on convertible preferred securities of subsidiary (3.4) (3.4) Equity in earnings of associated companies 27.5 6.8 ------- ------ Income from continuing operations 62.1 85.4 Income (loss) from discontinued operations, net of taxes (0.6) 6.6 ------- ------ Net Income $ 61.5 $ 92.0 ======= ======= Basic Earnings Per Share Continuing operations $ 0.27 $ 0.37 Discontinued operations - 0.03 ------ ------ Net Income $ 0.27 $ 0.40 ====== ====== Diluted Earnings Per Share Continuing operations $ 0.27 $ 0.36 Discontinued operations (0.01) 0.03 ------- ------ Net Income $ 0.26 $ 0.39 ======= ====== Dividends Declared $ 0.18 $ 0.18 ======= ====== Shares used in computing earnings per share Basic earnings per share 229.6 226.5 Diluted earnings per share 232.6 243.3 The accompanying notes are an integral part of these statements. Corning Incorporated and Subsidiary Companies Condensed Consolidated Balance Sheets (Unaudited; in millions) Mar. 31, 1998 Dec. 31, 1997 ------------- ------------- (Restated) Assets Current Assets Cash and short-term investments $ 79.5 $ 97.0 Receivables, net 514.1 559.7 Inventories 443.4 428.3 Deferred taxes on income and other current assets 122.6 114.1 ------- ------- Total current assets 1,159.6 1,199.1 Investments 352.3 310.0 Plant and Equipment, Net 2,225.5 2,267.9 Goodwill and Other Intangible Assets, Net 290.1 294.2 Other Assets 342.3 263.1 Net Assets of Discontinued Operations 369.1 357.6 ------- ------- $4,738.9 $4,691.9 ======== ======== Liabilities and Stockholders' Equity Current Liabilities Loans payable $ 383.8 $ 213.0 Accounts payable 172.4 300.0 Other accrued liabilities 398.2 444.7 ------- ------- Total current liabilities 954.4 957.7 Other Liabilities 645.8 627.5 Loans Payable Beyond One Year 1,120.1 1,125.8 Minority Interest in Subsidiary Companies 344.2 349.3 Convertible Preferred Securities of Subsidiary 365.4 365.3 Convertible Preferred Stock 19.1 19.8 Common Stockholders' Equity 1,289.9 1,246.5 ------- ------- $4,738.9 $4,691.9 ======== ======== The accompanying notes are an integral part of these statements. Corning Incorporated and Subsidiary Companies Notes to Consolidated Financial Statements Quarter 1, 1998 (1) Basic earnings per share is computed by dividing net income less dividends on Series B convertible preferred stock by the weighted average number of common shares outstanding during each period. The weighted average shares outstanding were 229.6 million and 226.5 million for the first quarters of 1998 and 1997, respectively. Series B preferred dividends amounted to $0.4 million for the first quarters of 1998 and 1997. Diluted earnings per share is computed by dividing net income plus dividends on convertible preferred stock by the weighted average number of common shares outstanding during the period after giving effect to dilutive stock options and adjusted for dilutive common shares assumed to be issued on conversion of Corning's convertible securities. The shares used in computing diluted earnings per share for the first quarters of 1998 and 1997 were 232.6 million and 243.3 million, respectively. (2) Depreciation and amortization charged to continuing operations during the first quarters of 1998 and 1997 totaled $78.9 million and $77.2 million, respectively. (3) Corning's effective tax rate for continuing operations was 32.5% for the first quarter of 1998 and 34.1% for the first quarter of 1997. The lower 1998 rate was due to a higher percentage of Corning's earnings resulting from consolidated entities with lower effective tax rates. (4) On April 1, 1998, Corning completed the recapitalization and sale of a controlling interest in its consumer housewares business to an affiliate of Borden, Inc. As a result, Corning now reports the consumer housewares business as a discontinued operation. Corning expects to record an after tax gain in the range of $25-$50 million from this transaction in the second quarter. On April 8, 1998, Corning announced that it will reduce its headcount by offering a selective early retirement program and enhanced separation benefits to its employees in the second quarter. Charges associated with this program will be recorded in the second quarter. - 30 - -----END PRIVACY-ENHANCED MESSAGE-----