<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 23, 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.
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 23, 1995.
<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 23, 1995 By /s/ M. ANN GOSNELL
M. Ann Gosnell
Assistant Secretary
<PAGE>1
Kathryn C. Littleton
(607) 974-8206
John H. Abrams
(607) 974-8832
IMMEDIATE RELEASE
January 23, 1995
Corning Incorporated Reports 1994 and Fourth Quarter Results
Continued Strong Performance Demonstrates Growth in Key Markets
CORNING, N.Y., Jan. 23 - Corning Incorporated (NYSE:GLW) reported
today that its 1994 net income before special charges totaled $412.6
million, or $1.94 per share, a 19 percent increase over 1993. Before
special charges, fourth quarter net income totaled $110.9 million, or $0.50
per share, an 18 percent increase from 1993's fourth quarter.
The company said both its quarterly and annual results were impacted
by special charges, including a charge of $75.9 million, or $0.36 per
share, in 1994's fourth quarter for Corning's share of the previously
announced Dow Corning Corporation charge related to breast-implant
litigation.
Including special charges, for the fourth quarter 1994, Corning
reported net income of $35.0 million, or $0.14 per share, compared with a
loss of $120.9 million, or $0.64 per share, in 1993. Including special
charges, 1994 net income totaled $281.3 million, or $1.32 per share,
compared with a 1993 net loss of $15.2 million, or $0.09 per share.
Fourth-quarter sales, at $1.3 billion, were up 18 percent compared
with 1993. Sales for 1994 totaled $4.8 billion, up 19 percent over 1993.
Approximately half of the sales increase resulted from acquisitions in the
communications and life-science markets completed in 1993 and 1994.
<PAGE>2
Corning Board Chairman James R. Houghton, said "I believe this record-
setting performance reaffirms our strategic direction as we responded to
exceedingly dynamic conditions in our primary growth markets. Corning Life
Sciences increased market share in key geographic locations primarily
through acquisition; the communications businesses experienced dramatic
increases in volume for optical fiber and display products; and the
environmental business kept pace with extraordinary worldwide demand for
its products.
"In addition," said Houghton, "we invested aggressively in new
technology, including the development and launch of the next generation of
liquid-crystal display glass; we repositioned our core science products
business in anticipation of shifting marketplace demand from glass to
plastics; and we implemented the first phase of an ongoing revitalization
of the consumer products business in North America and Asia which resulted
in a return to profitability."
Corning also reported that its equity company results, excluding the
impact of special charges, increased for the full year and for the fourth
quarter. The good performance was due to continued improvements in
operations at Dow Corning Corporation; to the elimination of losses from
Vitro Corning, S.A., which was divested in 1993; and to a strong fourth
quarter in the optical fiber equity companies.
"As we enter this new year, our portfolio of products and services is
solidly positioned and as diverse as it has ever been," said Houghton.
"The strength of our balance sheet will allow us to pursue any number of
new opportunities. I believe Corning is poised for the next decade of
growth."
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.
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Investor Relations Contact: Richard B. Klein, (607) 974-8313
<PAGE>3
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per-share amounts)
Year Ended Twelve Weeks Ended
Jan. 1, Jan. 2, Jan. 1, Jan. 2,
1995 1994 1995 1994
(Unaudited)
REVENUES
Net sales $4,770.5 $ 4,004.8 $1,273.5 $1,083.0
Royalty, interest, and
dividend income 28.7 29.9 7.2 8.1
4,799.2 4,034.7 1,280.7 1,091.1
DEDUCTIONS
Cost of sales 3,060.9 2,597.0 824.8 707.5
Selling, general and
administrative expenses 871.7 774.0 238.5 209.2
Research and development expenses 176.9 173.1 44.1 44.2
Provision for restructuring and
other special charges 82.3 207.0
Interest expense 110.4 88.2 24.8 24.3
Other, net 37.5 38.7 1.2 21.5
Income before taxes on income 459.5 156.7 147.3 84.4
Taxes on Income 170.1 35.3 53.0 21.8
Income before minority interest
and equity earnings 289.4 121.4 94.3 62.6
Minority interest in earnings
of subsidiaries (50.7) (16.6) (11.7) (7.1)
Dividends on convertible preferred
securities of subsidiary (6.1) (3.4)
Equity in earnings (losses) of
associated companies 48.7 (120.0) (44.2) (176.4)
NET INCOME (LOSS) $ 281.3 $ (15.2) $ 35.0 $ (120.9)
EARNINGS PER COMMON SHARE:
NET INCOME (LOSS) $ 1.32 $ (0.09) $ 0.14 $ (0.64)
The accompanying notes are an integral part of these statements.
<PAGE>4
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
Jan. 1, Jan. 2,
1995 1994
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 161.3 $ 160.8
Receivables, net 947.1 691.1
Inventories 416.7 353.9
Deferred taxes on income and other
current assets 201.2 265.9
Total current assets 1,726.3 1,471.7
INVESTMENTS 693.8 630.7
PLANT AND EQUIPMENT, NET 1,890.6 1,759.8
GOODWILL AND OTHER INTANGIBLE ASSETS, NET 1,408.0 1,009.1
OTHER ASSETS 304.0 360.4
$6,022.7 $ 5,231.7
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loans payable $ 67.6 $ 141.7
Accounts payable 258.3 245.1
Other accrued liabilities 748.3 633.5
Total current liabilities 1,074.2 1,020.3
OTHER LIABILITIES 643.6 668.6
LOANS PAYABLE BEYOND ONE YEAR 1,405.6 1,585.6
MINORITY INTEREST IN SUBSIDIARY COMPANIES 247.0 245.7
CONVERTIBLE PREFERRED SECURITIES OF SUBSIDIARY 364.4
CONVERTIBLE PREFERRED STOCK 24.9 25.7
COMMON STOCKHOLDERS' EQUITY 2,263.0 1,685.8
$6,022.7 $ 5,231.7
The accompanying notes are an integral part of these statements.
<PAGE>5
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarter 4, 1994
(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 (in thousands) were 224,908 and
196,655 in the fourth quarter 1994 and 1993, respectively, and
211,833 and 191,963 in fiscal years 1994 and 1993, respectively.
Dividends declared on Series B convertible preferred stock were $0.6
million and $0.5 million in the fourth quarter of 1994 and 1993,
respectively, and $2.1 million in fiscal years 1994 and 1993.
(2)Depreciation and amortization charged to operations for fiscal years
1994 and 1993 totaled $338.4 million and $280.4 million,
respectively.
(3)In November 1994, Corning sold its European consumer products
business to Newell Co. for approximately $86 million. The gain from
this transaction was not material to Corning's consolidated
financial statements.
(4)In December 1994, Siecor Corporation, a consolidated subsidiary,
acquired certain assets relating to the hardware and equipment
components business of Northern Telecom Limited for approximately
$130 million in a transaction accounted for as a purchase.
(5)Corning's effective tax rate, excluding unusual items was 36% and
26% for the fourth quarter of 1994 and 1993, respectively, and 36%
and 31% for the fiscal years 1994 and 1993, respectively.
Unusual Items
(6)During the fourth quarter 1994 and 1993, Corning recorded an after-
tax reduction in equity earnings of $75.9 million and $203.1
million, respectively as a result of charges taken by Dow Corning
Corporation related to breast-implant litigation.
(7)During the fiscal year 1994, Corning recorded a charge totaling
$82.3 million ($55.4 million after tax) which included $50.7 million
of integration costs; $21.6 million of investment banking, legal,
and accounting fees and other transaction expenses; and $10 million
of other reserves primarily related to the acquisition of Nichols
Institute, Maryland Medical Laboratory and Bioran Medical
Laboratory.
Corning also recorded a $75.9 million after-tax reduction in equity
earnings as a result of a charge taken by Dow Corning related to
breast-implant litigation.
(8)During fiscal year 1993, Corning recognized net non-operating gains
and special charges from consolidated operations totaling $202.8
million ($117.9 million after tax and minority interest) which
included $156 million of restructuring charges, $51.0 million of
other special charges, and a $4.2 million non-operating gain. The
restructuring charges included costs to integrate the Damon
acquisition and costs of a planned company-wide restructuring
program to reduce assets and overhead costs. The other special
charges primarily included a charge by Corning Clinical Laboratories
of $36.5 million to reflect the compromise settlement with the Civil
Division of the U.S. Department of Justice, and $8 million of
investment banking, legal, accounting and other transaction expenses
related to the Costar acquisition.
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, S.A.
- 30 -
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