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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) June 27, 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. 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)
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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.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibits:
The Registrant's press release of June 27, 1995.
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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: June 27, 1995 By /s/ M. ANN GOSNELL
M. Ann Gosnell
Assistant Secretary
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Kathryn C. Littleton
(607) 974-8206
John H. Abrams
(607) 974-8832
IMMEDIATE RELEASE
June 27, 1995
Corning Incorporated Reports Second Quarter Results
CORNING, N.Y., June 27 - Corning Incorporated (NYSE:GLW)
said today that its 1995 second quarter net income before
special charges totaled $108.8 million, or $0.48 per share.
As previously announced, Corning discontinued recognition of
equity earnings from Dow Corning Corporation beginning in the
second quarter of 1995. In the second quarter of 1994,
Corning reported net income of $111.4 million, or $0.54 per
share, which included $22.6 million, or $0.11 per share, of
equity earnings from Dow Corning. Adjusting for the
elimination of Dow Corning's earnings and before special
charges, Corning's 1995 second quarter earnings per share
increased 12 percent from an adjusted $0.43 per share in 1994.
As previously announced, second quarter results include
special charges: $365.5 million after tax, or $1.62 per share,
to fully reserve Corning's investment in Dow Corning Corporation;
and a restructuring provision of $67 million ($40.5 million after
tax), or $0.18 per share. Including these charges, Corning reported
a second quarter net loss of $297.2 million, or $1.32 per share.
Sales increased 18 percent to $1.3 billion from 1994's
second quarter sales of $1.1 billion. Approximately one-third of
the sales increase resulted from acquisitions completed in 1994 in
both the opto-electronics and life sciences businesses.
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Board Chairman James R. Houghton said, "Our performance
in the quarter was mixed. On the plus side, we continued to
see solid growth and strong profit improvement in most of our
core businesses, including opto-electronics, pharmaceutical
testing services, environmental products and video displays.
On the other hand, our results in clinical testing services
and consumer products were disappointing.
"In clinical testing," Houghton added, "margins improved
modestly over the first quarter but were well behind both last
year and our expectations, reflecting continued delays in cost-
reduction programs. In consumer products, the combination of
a difficult retail environment and several scheduled glass-
furnace repairs reduced margins significantly in the quarter."
For the second quarter 1995, equity earnings, excluding
Dow Corning, were up significantly, primarily due to strong
performance in the optical fiber equity companies.
Houghton concluded, "As we complete a successful first
half, we are on track to meet our financial objectives for the
year."
Corning Incorporated is a Fortune 500 company which
reports its financial results in four segments: specialty
materials, communications, laboratory services and consumer
products. For 1994 revenues totaled $4.8 billion. Dow
Corning Corporation is a 50-percent owned equity investment
with The Dow Chemical Company.
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Investor Relations Contact: Richard B. Klein (607) 974-8313
Katherine M. Dietz (607) 974-8217
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Corning Incorporated and Subsidiary Companies
<TABLE>
Consolidated Statements of Income
(In millions, except per-share amounts)
<CAPTION>
Twenty-Four Weeks Ended Twelve Weeks Ended
June 18, 1995 June 19, 1994 June 18, 1995 June 19, 1994
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net sales $2,413.9 $2,054.6 $1,297.8 $1,105.7
Royalty, interest and
dividend income 15.6 11.2 8.7 3.5
-------- -------- -------- --------
2,429.5 2,065.8 1,306.5 1,109.2
Deductions
Cost of sales 1,530.1 1,318.2 816.5 696.1
Selling, general and
administrative expenses 464.7 388.0 243.2 202.3
Research and development expenses 79.8 79.3 41.2 41.1
Provision for restructuring and
other special charges 67.0 67.0
Interest expense 54.5 51.7 28.5 25.9
Other, net 23.5 8.8 8.1 3.0
-------- -------- -------- --------
Income before taxes on income 209.9 219.8 102.0 140.8
Taxes on income 73.2 83.0 33.3 53.4
-------- -------- -------- --------
Income before minority interest
and equity earnings 136.7 136.8 68.7 87.4
Minority interest in earnings of
subsidiaries (29.5) (17.9) (18.2) (10.0)
Dividends on convertible preferred
securities of subsidiary (6.3) (3.1)
Equity in earnings (losses)
of associated companies:
Other than Dow Corning Corporation 29.3 15.6 20.9 11.4
Dow Corning Corporation (348.0) 34.9 (365.5) 22.6
-------- -------- -------- --------
Net Income (Loss) $ (217.8) $ 169.4 $ (297.2) $ 111.4
======== ======== ======== ========
Earnings Per Common Share:
Net Income (Loss) $(0.97) $0.82 $(1.32) $0.54
====== ===== ====== =====
Weighted Average Shares Outstanding 225.9 204.3 226.3 206.3
===== ===== ===== =====
</TABLE>
The accompanying notes are an integral part of these statements.
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Corning Incorporated and Subsidiary Companies
Condensed Consolidated Balance Sheets
(In millions)
June 18, 1995 Jan. 1, 1995
(Unaudited)
Assets
Current Assets
Cash and short-term investments $ 194.5 $ 161.3
Receivables, net 999.2 947.1
Inventories 503.6 416.7
Deferred taxes on income and
other current assets 230.7 201.2
--------- ---------
Total current assets 1,928.0 1,726.3
Investments
Other than Dow Corning Corporation 377.2 352.0
Dow Corning Corporation 341.8
Plant and Equipment, Net 1,931.3 1,890.6
Goodwill and Other Intangible Assets, Net 1,435.6 1,408.0
Other Assets 318.1 304.0
--------- ---------
$ 5,990.2 $ 6,022.7
========= =========
Liabilities and Stockholders' Equity
Current Liabilities
Loans payable $ 134.5 $ 67.6
Accounts payable 174.5 258.3
Other accrued liabilities 802.2 748.3
--------- --------
Total current liabilities 1,111.2 1,074.2
Other Liabilities 663.1 643.6
Loans Payable Beyond One Year 1,520.3 1,405.6
Minority Interest in Subsidiary
Companies 275.1 247.0
Convertible Preferred Securities of
Subsidiary 364.6 364.4
Convertible Preferred Stock 24.3 24.9
Common Stockholders' Equity 2,031.6 2,263.0
--------- ---------
$ 5,990.2 $ 6,022.7
========= =========
The accompanying notes are an integral part of these statements.
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Corning Incorporated and Subsidiary Companies
Notes to Consolidated Financial Statements
Quarter 2, 1995
(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 for the second quarter were 226.3
million and 206.3 million for 1995 and 1994,
respectively, and for the first half were 225.9 million
and 204.3 million for 1995 and 1994, respectively.
Preferred dividends of $0.5 million and $1.0 million
were declared in the second quarter and first half,
respectively, in both 1995 and 1994.
(2) Depreciation and amortization charged to operations
during the first half of 1995 and 1994 totaled $181.1
million and $154.9 million, respectively.
(3) On March 28, 1995, Corning issued $125 million of 30-
year debentures with an interest rate of 8.3 percent due
April 4, 2025. The proceeds from these borrowings will
be used for general corporate purposes, including capital
spending.
(4) 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 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 from
Dow Corning totaling $12.3 millon, or $0.06 per share, and
$34.9 million, or $0.17 per share, in the first quarter and
first half of 1994, respectively, and $17.5 million, or
$0.08 per share, in the first quarter of 1995.
(5) During the second quarter 1995, Corning recognized a
restructuring charge totaling $67 million ($40.5 million
after tax) or $0.18 per share.
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