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) October 17, 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)
<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 $500,000,000 aggregate principal amount of its Medium-Term
Notes due from 9 months to 30 years from Date of Issue.
<PAGE>3
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits:
The Registrant's press release of October 17, 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: October 17, 1995 By /s/ M. ANN GOSNELL
M.Ann Gosnell
Assistant Secretary
<PAGE>5
Kathryn C.Littleton
(607) 974-8206
IMMEDIATE RELEASE
October 17, 1995
Corning Incorporated Reports Second Quarter Results
CORNING, N.Y., October 17 - Corning Incorporated (NYSE:GLW) said
today that net income for its third quarter ended Oct. 8 totaled
$83.5 million, or $0.37 per share. This includes a $62 million pre-
tax charge to operating earnings announced on Oct. 5.
In 1994, third quarter net income was $76.9 million, or $0.36 per
share. This included $23.4 million, or $0.11 per share, of equity
earnings from Dow Corning Corporation and a restructuring charge of
$55.4 million, or $0.26 per share. Adjusting for these two items,
1994 third quarter earnings were $108.9 million, or $0.51 per share.
Sales increased 9 percent to $1.6 billion from 1994's third
quarter sales of $1.4 billion, driven by volume growth in the Communications
segment and Pharmaceutical Services business. Approximately one-third of the
sales increase resulted from acquisitions completed in 1994.
Equity earnings, excluding Dow Corning Corporation, increased
slightly from 1994's third quarter. Gains from the optical fiber
equity companies were offset by weak results at a few of the smaller
equity companies. Corning discontinued recognition of equity earnings
from Dow Corning Corporation in the second quarter of 1995.
-more-
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Board Chairman James R. Houghton said, "We are disappointed in
the quarter's overall results which reflect weakness in the clinical
laboratory and consumer products businesses. However, we are responding
aggressively to the adverse developments in both of these industries
and are in the process of fixing our administrative systems in the
clinical laboratory business.
"In the balance of our businesses, growth this year is exceeding
expectations in spite of a sluggish economy, and we are on course with
our planned investments for the future. We are also realizing the
benefits of reengineering efforts begun in 1994 to achieve cost
reduction and growth," added Houghton. "The company's portfolio of
businesses is as strong and diverse as it has ever been and I remain
optimistic about our growth potential".
The company said earlier that it will increase the expansion of
its optical fiber manufacturing facility in Wilmington, N.C., by
$100 million for a total investment of $250 million. Also slated for a major
expansion is the Corning Asahi Video Products Company television glass plant
in State College, Pa., where demand for large-size panels is growing at a
steady pace.
Corning Incorporated is a Fortune 500 company whose businesses
are at the leading edge of the technologies that comprise three of the
fastest growing segments of the global economy -- Communications,
Environment and Life Sciences. Its sales totaled $4.8 billion.
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Investor Relations Contact: Richard B. Klein (607) 974-8313
Katherine M. Dietz (607) 974-8217
<PAGE>7
Corning Incorporated and Subsidiary Companies
<TABLE>
Consolidated Statements of Income
(In millions, except per-share amounts)
<CAPTION>
Forty Weeks Ended Sixteen Weeks Ended
October 8, 1995 October 9, 1994 October 8,1995 October 9, 1994
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net sales $3,982.7 $3,497.0 $1,568.8 $1,442.4
Royalty, interest and
dividend income 24.7 21.5 9.1 10.3
-------- --------- ---------- ---------
4,007.4 3,518.5 1,577.9 1,452.7
Deductions
Cost of sales 2,518.6 2,236.1 988.5 917.9
Selling, general and
administrative expenses 822.0 633.2 357.2 245.2
Research and development
expenses 133.5 132.8 53.7 53.5
Provision for restructuring
and other special charges 67.0 82.3 82.3
Interest expense 90.4 85.6 35.8 33.9
Other, net 31.6 36.3 8.3 27.5
------ --------- --------- ---------
Income before taxes on income 344.3 312.2 134.4 92.4
Taxes on income 115.4 117.1 42.2 34.1
------ ------ ------- -------
Income before minority interest
and equity earnings 228.9 195.1 92.2 58.3
Minority interest in earnings
of subsidiaries (53.4) (39.0) (23.8) (21.1)
Dividends on convertible
preferred securities of
subsidiary (10.5) (2.7) (4.2) (2.7)
Equity in earnings (losses)
of associated companies:
Excluding Dow Corning
Corporation 48.7 34.6 19.3 19.0
Dow Corning Corporation (348.0) 58.3 23.4
------- ------- ------- --------
Net Income (Loss) $ (134.3) $ 246.3 $ 83.5 $ 76.9
======= ========= ====== ======
Earnings Per Common Share:
Net Income (Loss) $(0.60) $1.18 $0.37 $0.36
======== ======== ====== ======
Weighted Average Shares
Outstanding 226.5 207.9 227.2 213.4
======= ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>8
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 $ 109.0 $ 161.3
Receivables, net 968.3 947.1
Inventories 501.4 416.7
Deferred taxes on income and
other current assets 238.9 201.2
--------- --------
Total current assets 1,817.6 1,726.3
Investments
Other than Dow Corning Corporation 408.0 352.0
Dow Corning Corporation 341.8
Plant and Equipment, Net 1,964.4 1,890.6
Goodwill and Other Intangible
Assets, Net 1,428.2 1,408.0
Other Assets 301.3 304.0
------- --------
$5,919.5 $6,022.7
========= =========
Liabilities and Stockholders' Equity
Current Liabilities
Loans payable $ 122.6 $ 67.6
Accounts payable 160.9 258.3
Other accrued liabilities 751.6 748.3
------- ------
Total current liabilities 1,035.1 1,074.2
Other Liabilities 666.6 643.6
Loans Payable Beyond One Year 1,472.6 1,405.6
Minority Interest in Subsidiary Companies 275.4 247.0
Convertible Preferred Securities
of Subsidiary 364.7 364.4
Convertible Preferred Stock 23.8 24.9
Common Stockholders' Equity 2,081.3 2,263.0
-------- ---------
$ 5,919.5 $ 6,022.7
========== ===========
The accompanying notes are an integral part of these
statements.
<PAGE>9
Corning Incorporated and Subsidiary Companies
Notes to Consolidated Financial Statements
Quarter 3, 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 third
quarter were 227.2 million and 213.4 million for 1995 and 1994,
respectively, and for the third quarter year-to-date were 226.5
million and 207.9 million for 1995 and 1994, respectively.
Preferred dividends of $0.5 million and $1.5 million were
declared in the third quarter and third quarter year-to-date,
respectively, in both 1995 and 1994.
(2) Depreciation and amortization charged to operations for the
forty weeks ended October 8, 1995, and October 9,1994, totaled
$279.1 million and $252.1 million, respectively.
(3) 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 of1995. Corning recognized equity earnings from
Dow Corning totaling $23.4 million, or $0.11 per share, and $58.3
million, or $0.28 per share, in the third quarter and third quarter
year-to-date 1994, respectively,and $17.5 million, or $0.08 per share,
in the first quarter of 1995.
(4) Corning's effective tax rate, excluding the impact of
special charges, was 31.4 percent and 34.5 percent for the third
quarter and third quarter year-to-date 1995, respectively, and
35 percent and 36.5 percent for the same periods in 1994. The
change in the effective tax rate was primarily due to an
increase in the percentages of Corning's earnings from consolidated
entities with lower effective tax rates.
(5) In the third quarter year-to-date 1995, Corning recognized a
restructuring charge totaling $67 million (40.5 million after-
tax), or $0.18 per share.
(6) In the third quarter 1994, Corning recorded a charge of $82.3
million (55.4 million after tax), or $0.26 per share, which
included integration costs, transaction expenses and certain
other reserves, primarily related to the acquisitions of Nichols
Institute, Maryland Medical Laboratory and Bioran Medical Laboratory.
# # # #
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