<PAGE>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)
January 24, 1994
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.
of incorporation) File Number) Employer
Identification
No.)
One Riverfront Plaza, Corning, New York 14831
(Address of principal (Zip
executive offices) Code)
(607) 974-9000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last
report)
<PAGE>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
$400,000,000 aggregate principal amount of its Medium-Term
Notes due from 9 months to 50 years from Date of Issue.
<PAGE>3
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibits:
The Registrant's press release of January 24, 1994.
<PAGE>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 24, 1994 By /s/ M. ANN GOSNELL
M. Ann Gosnell
Assistant Secretary
<PAGE>1
Kathryn C. Littleton
(607) 974-8206
IMMEDIATE RELEASE
January 24, 1994
Corning Incorporated Reports Year-End Results
Fourth Quarter Reflects Impact of Special Charge
CORNING, N.Y., Jan. 24 - Corning Incorporated (NYSE:GLW)
said today that as a result of previously announced special
charges, its 1993 financial results show a net loss of $15.2
million, or $0.09 per share, compared with a 1992 net loss of
$12.6 million, or $0.08 per share. Excluding the impact of
special charges in 1993 and accounting changes and other
special events in 1992, net income for 1993 was $315.3
million, or $1.63 per share, compared with net income of
$314.4 million, or $1.66 per share in 1992.
For the fourth quarter, including a special charge of
approximately $203 million after tax relating to breast-
implant litigation at Dow Corning Corporation, Corning
recorded a net loss of $120.9 million, or $0.64 per share,
compared with net income of $41.2 million, or $0.21 per share,
for 1992. Excluding special charges in both years, 1993's
fourth quarter net income amounted to $82.2 million, or $0.42
per share, compared with 1992's $79.9 million, or $0.42 per
share.
Sales for 1993 totaled $4.0 billion, up 8 percent over
1992. Fourth-quarter sales, at $1.1 billion, were up 9
percent compared with 1992. Sales growth was fueled primarily
by two major acquisitions in the second-half of the year,
Damon Corporation in the clinical-testing business, and Costar
Corporation in the plastic laboratory-products business.
<PAGE>2
Corning Board Chairman James R. Houghton said, "The
company continued to enjoy strong sales volume in the
laboratory services, optical fiber and cable, and information
display businesses. However, lower prices and poor results in
the consumer products business and other businesses which are
sensitive to worldwide economic cycles hurt overall
performance."
Excluding special charges, equity company earnings
increased for the full year and for the fourth quarter. The
increase for the year was driven primarily by improved
operations at Dow Corning Corporation and at Samsung-Corning
Company Ltd. in South Korea. However, the increase was
partially offset by a decline in earnings of optical-fiber
equity companies in Europe and Australia.
"In spite of improvement in many of our businesses, the
consistent growth in earnings per share we have demonstrated
over the past decade has been interrupted," said Houghton.
"In response, we have initiated a number of actions to restore
earnings growth and to enhance the company's leadership
position in the communications, life sciences and
environmental markets where we see our greatest opportunities
for the future."
Corning Incorporated is a Fortune 200 company which
competes in four business segments: specialty materials,
communications, laboratory services and consumer products.
Dow Corning Corporation is a 50-percent owned equity company
with The Dow Chemical Company.
Investor Relations Contact:
Richard B. Klein, (607) 974-8313, or
Stephen L. Albertalli, (607) 974-8357
<PAGE>3
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per-share amounts)
Twelve Thirteen
Weeks Weeks
Year Ended Ended Ended
Jan. 2, Jan. 3, Jan. 2,, Jan. 3,
1994 1993 1994 1993
(unaudited)
REVENUES
Net sales $4,004.8 $3,708.7 1,083.0 $ 996.2
Royalty, interest, and
dividend income 29.9 35.3 8.1 6.9
Non-operating gains 4.2 7.0
4,038.9 3,751.0 1,091.1 1,003.1
DEDUCTIONS
Cost of sales 2,597.0 2,411.3 707.5 638.1
Selling, general and
administrative expenses 774.0 692.2 209.2 185.2
Research and development expenses 173.1 151.1 44.2 42.2
Provision for restructuring costs
and other special charges 207.0 63.3 63.3
Interest expense 88.2 62.6 24.3 16.7
Other, net 42.9 33.9 21.5 17.2
Income before taxes on income 156.7 336.6 84.4 40.4
Income tax expense 35.3 92.5 21.8 6.5
Income before minority
interest and equity
earnings 121.4 244.1 62.6 33.9
Minority interest in earnings
of subsidiaries (16.6) (21.6) (7.1) (4.9)
Equity in earnings (losses) of
associated companies before
cumulative effect of changes in
accounting methods (120.0) 43.8 (176.4) 5.6
INCOME (LOSS) BEFORE EXTRAORDINARY
CREDIT AND CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING METHODS (15.2) 266.3 (120.9) 34.6
Tax benefit of loss carryforwards 7.7 6.6
Cumulative effect of changes in
accounting methods (286.6)
NET INCOME (LOSS) $ (15.2) $ (12.6) $ (120.9)$ 41.2
PER COMMON SHARE:
Income before extraordinary
credit and cumulative effect of
changes in accounting methods $ (0.09) $ 1.40 $ (0.64) $ 0.18
Tax benefit of loss carryforwards 0.04 0.03
Cumulative effect of changes in
accounting methods (1.52)
NET INCOME (LOSS) $ (0.09) $ (0.08) $ (0.64) $ 0.21
The accompanying notes are an integral part of these statements.
<PAGE>4
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(In millions)
Jan. 2, Jan. 3,
ASSETS 1994 1993
CURRENT ASSETS
Cash and short-term investments $ 160.8 $ 133.1
Receivables, net 691.1 662.3
Inventories 353.9 346.3
Deferred taxes on income and other
current assets 265.9 147.6
Total current assets 1,471.7 1,289.3
INVESTMENTS 630.7 944.3
PLANT AND EQUIPMENT, NET 1,759.8 1,605.0
GOODWILL AND OTHER INTANGIBLE ASSETS, NET 1,009.1 220.7
OTHER ASSETS 360.4 227.0
$5,231.7 $ 4,286.3
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loans payable $ 141.7 $ 103.4
Accounts payable 245.1 215.4
Other accrued liabilities 633.5 505.3
Total current liabilities 1,020.3 824.1
OTHER LIABILITIES 668.6 574.6
LOANS PAYABLE BEYOND ONE YEAR 1,585.6 815.7
MINORITY INTEREST IN SUBSIDIARY COMPANIES 245.7 241.2
CONVERTIBLE PREFERRED STOCK 25.7 26.9
COMMON STOCKHOLDERS' EQUITY 1,685.8 1,803.8
$5,231.7 $ 4,286.3
The accompanying notes are an integral part of these statements.
<PAGE>5
Corning Incorporated and Subsidiary Companies
Notes to Consolidated Financial Statements
Quarter 4, 1993
Earnings Per Share
(1) Earnings per common share are computed by dividing net
income less dividends on preferred stock by the weighted
average number of common shares outstanding during the
period. The weighted average shares outstanding (in
thousands) were 196,655 and 190,221 in the fourth quarter
1993 and 1992, respectively, and 191,963 and 188,589 in
fiscal years 1993 and 1992, respectively. Preferred
dividends of $0.5 million were declared in the fourth
quarter of 1993 and 1992 and $2.1 million and $2.2 million
were declared in fiscal years 1993 and 1992, respectively.
Depreciation and Amortization
(2) Depreciation and amortization charged to operations for
fiscal years 1993 and 1992 totaled $280.4 million and $248.2
million, respectively.
Acquisitions
(3) In November 1993, Corning acquired 100 percent of
certain Unilab clinical laboratory testing facilities in
exchange for a majority of the Unilab shares owned by
Corning; the assumption of approximately $70 million of
Unilab debt and MetPath's investment in J.S. Pathology PLC.
Goodwill of approximately $200 million resulted from this
transaction and is being amortized over 40 years. As a
result of this transaction, MetPath retained a 12 percent
equity investment in Unilab. MetPath previously owned 43
percent of Unilab.
(4) In December 1993, Corning and Vitro, S.A. signed a
definitive agreement to end their cross ownership in two
consumer-product companies, Corning Vitro Corporation in the
United States and Vitro Corning S.A. de C.V. in Mexico. As
a result of the agreement, in fiscal 1993, Vitro purchased
the shares of capital stock of Vitro Corning owned by
Corning, and, in February 1994, Corning will purchase the
shares of capital stock of Corning Vitro owned by Vitro.
The net cost to Corning of the two transactions will be $131
million. Corning and Vitro will continue their consumer-
products alliance through cross distribution and supply
agreements. Corning intends to finance the payment to Vitro
with a portion of the proceeds from an equity offering in
early 1994 (see Note 6).
(5) In December 1993, Corning and Siecor Corporation, a
consolidated subsidiary, signed a definitive agreement to
acquire the assets relating to the optical-fiber and optical-
cable businesses of Northern Telecom Limited (NTL). Under
terms of the agreement, Corning will provide $87 million of
the purchase price and Siecor will provide $43 million.
Corning intends to finance its $87 million share of the
purchase price and an approximate $25 million capital
contribution to Siecor with a portion of the proceeds from
an equity offering in early 1994 (see Note 6). Siecor will
finance its portion of the purchase price with capital
contributions from Corning and Siemens A.G. NTL is a major
supplier of optical fiber and optical cable to Canadian and
international markets.
<PAGE>6
Financing Transactions
(6) Corning has filed a registration statement with the
Securities and Exchange Commission to issue 8 million shares
of common stock to finance the Vitro transaction (see Note
4) and the NTL transaction (see Note 5).
(7) In January 1994, Corning extended the terms of
financing agreements related to the third quarter Damon
acquisition to December 31, 1995. As a result, the $400
million of debt outstanding under these agreements has been
classified as loans payable beyond one year. Corning
intends to retire a significant portion of this debt with
the proceeds of an offering of equity securities during
1994.
Tax Rate
(8) Corning's effective tax rate, excluding unusual items,
was 26 percent and 28 percent for the fourth quarter of 1993
and 1992, respectively, and 31 percent and 33 percent for
fiscal years 1993 and 1992, respectively.
Accounting Changes
(9) Effective December 30, 1991, Corning and its
subsidiaries adopted Financial Accounting Standard No. 106,
"Employers' Accounting for Postretirement Benefits Other than
Pensions" (FAS 106). In the first quarter 1992, the
cumulative effect of adopting FAS 106 resulted in a charge
of $294.8 million (after tax and minority interest), or
$1.56 per share. In addition, an $8.2 million gain, or
$0.04 per share, from an equity company's adoption of FAS
109 was recognized in the first quarter 1992.
(10) Effective January 4, 1993, Corning and its subsidiaries
adopted Financial Accounting Standard No. 109, "Accounting
for Income Taxes," (FAS 109) and Financial Accounting
Standard No. 112, "Employers' Accounting for Postemployment
Benefits," (FAS 112). The impact of adopting FAS 109 and
FAS 112 was not material in 1993 and prior year financial
statements have not been restated. Adoption of these
standards does not impact cash flow.
Unusual Items
(11) During the fourth quarter 1993, Corning recorded a
$203.1 million after tax reduction in equity earnings as a
result of a charge taken by Dow Corning Corporation related
to breast-implant litigation.
(12) During the fourth quarter 1992, Corning provided $63.3
million ($32.1 million after tax and minority interest) for
the restructuring of operations in Brazil. In addition,
Corning recognized a reduction in equity earnings of $13.2
million to reflect Corning's share of a restructuring charge
recorded by Dow Corning Corporation.
<PAGE>7
(13) For the full year 1993, Corning recognized non-
operating gains and special charges which netted to a charge
to consolidated operations totaling $202.8 million ($117.9
million after tax of $77.5 million and minority interest of
$7.4 million), including a non-operating gain totaling $4.2
million ($2.6 million after tax); a charge of $36.5 million
($22.0 million after tax) for the settlement and related
legal expenses incurred in the compromise agreement between
MetPath, Corning's clinical-laboratory testing business, and
the Civil Division of the U.S. Department of Justice; and a
restructuring charge totaling $170.5 million ($98.5 million
after tax of $64.6 million and minority interest of $7.4
million) as a result of costs to integrate the Damon and
Costar acquisitions and as a result of a planned company-
wide program to reduce assets and overhead costs during
1994.
Corning also recorded a $203.1 million after tax
reduction in equity earnings as a result of a charge taken
by Dow Corning related to breast-implant litigation and a
$9.5 million reduction in equity earnings as a result of a
restructuring charge taken by Vitro Corning.
(14) For the full year 1992, Corning recognized net non-
operating gains from consolidated operations totaling $7.0
million ($21.7 million after tax), including a gain of $10.1
million (before and after tax) from the sale of an
additional equity interest in Corning Japan K.K. and a pre-
tax loss of $7.3 million ($9.0 million after-tax gain) from
the completion of the consumer housewares venture with
Vitro, S.A. Corning also provided $63.3 million ($32.1
million after tax and minority interest) for the
restructuring of operations in Brazil.
In addition, Corning recognized a $37.7 million
reduction in equity earnings to reflect costs associated
with Dow Corning's breast-implant products ($24.5 million)
and Corning's share of a Dow Corning restructuring charge
($13.2 million).
