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 22, 1996
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 January 22, 1996.
<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 22, 1996 By /s/ M. ANN GOSNELL
M.Ann Gosnell
Assistant Secretary
<PAGE>5
Kathryn C. Littleton
(607) 974-8206
Paul A. Rogoski
(607) 974-8832
IMMEDIATE RELEASE
January 22, 1996
Corning Incorporated Reports
Fourth Quarter and Year-End Results
CORNING, N.Y., Jan. 22 - Corning Incorporated (NYSE:GLW) said
today that net income for its fourth quarter ended Dec. 31 totaled
$83.5 million, or $0.37 per share. In 1994, fourth quarter net income
was $35 million, or $0.14 per share. Adjusting for the impact of Dow
Corning Corporation, which was fully reserved in the second quarter of
1995, fourth quarter 1994 net income was $96.1 million, or $0.43 per
share.
For the full year, Corning incurred a net loss of $50.8 million,
or $0.23 per share, compared with net income of $281.3 million, or
$1.32 per share, in 1994. Both years include net losses from Dow
Corning and restructuring charges. Excluding restructuring charges
and losses from Dow Corning, 1995 net income was $337.7 million, or
$1.49 per share, compared with $339.5 million, or $1.59 per share, in
1994.
For the fourth quarter 1995, Corning's sales increased 4 percent
to $1.3 billion. For 1995, sales were $5.3 billion, an increase of 11
percent. The sales increases were due to strong performance in
several growth businesses: optical fiber and optical cable;
information display products; pharmaceutical services; and
environmental products. Approximately 20 percent of the annual sales
increase was the result of acquisitions completed in 1994.
-more-
<PAGE>6
-2-
Equity company results, excluding Dow Corning Corporation,
increased slightly in the fourth quarter and 29 percent for the full
year. The increase was due primarily to strong performance from the
international optical fiber equity companies.
Board Chairman James R. Houghton said, "The fourth quarter
results were at the low end of our expectations and reflect some
slippage of December sales into 1996. Over the course of the year,
the significant profit gains achieved by the Communications and
Specialty Materials segments and the Corning Pharmaceutical Services
business were offset by previously indicated poor performance in the
Consumer segment and at Corning Clinical Labs."
Houghton added, "As we look forward, we expect the positive
trends in the growth businesses to continue. However, we face
difficult earnings comparisons in the first half as we pursue
solutions to the profitability issues in the Consumer segment and at
Corning Clinical Labs."
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. In 1995 sales totaled $5.3 billion.
-30-
Investor Relations Contact: Richard B. Klein (607) 974-8313
Katherine M. Dietz (607) 974-8217
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<TABLE>
Corning Incorporated and Subsidiary Companies
Consolidated Statements of Income
(In millions, except per-share amounts)
<CAPTION>
Year Ended Twelve Weeks Ended
Dec. 31, Jan. 1, Dec. 31, Jan. 1,
1995 1995 1995 1995
<C> <C> <C> <C>
Revenues
Net sales $5,313.1 $4,770.5 $1,330.4 $1,273.5
Royalty, interest and
dividend income 33.0 28.7 8.3 7.2
-------- -------- -------- ---------
5,346.1 4,799.2 1,338.7 1,280.7
Deductions
Cost of sales 3,386.0 3,060.9 867.4 824.8
Selling, general and
administrative expenses 1,093.5 871.7 271.5 238.5
Research and development expenses 179.7 176.9 46.2 44.1
Provision for restructuring and
other special charges 67.0 82.3
Interest expense 117.8 110.4 27.4 24.8
Other, net 36.2 37.5 4.6 1.2
------- ------- ------- ------
Income before taxes on income 465.9 459.5 121.6 147.3
Taxes on income 154.7 170.1 39.3 53.0
------ ----- ------ ------
Income before minority interest
and equity earnings 311.2 289.4 82.3 94.3
Minority interest in earnings
of subsidiaries (66.8) (50.7) (13.5) (11.7)
Dividends on convertible preferred
securities of subsidiary (13.7) (6.1) (3.2) (3.4)
Equity in earnings (losses)
of associated companies:
Excluding Dow Corning Corporation 66.5 51.5 17.9 16.9
Dow Corning Corporation (348.0) (2.8) (61.1)
-------- ------ ------- -------
Net Income (Loss) $(50.8) $281.3 $83.5 $35.0
======= ====== ====== ======
Earnings Per Common Share:
Net Income (Loss) $(0.23) $1.32 $0.37 $0.14
Dividends Declared $0.72 $0.69 $0.18 $0.18
Weighted Average Shares Outstanding 226.6 211.8 226.7 224.9
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>8
Corning Incorporated and Subsidiary Companies
Condensed Consolidated Balance Sheets
(In millions)
Dec. 31, 1995 Jan. 1, 1995
Assets
Current Assets
Cash and short-term investments$ 214.9 $ 161.3
Receivables, net 932.4 947.1
Inventories 467.8 416.7
Deferred taxes on income and
other current assets 219.2 201.2
----- ------
Total current assets 1,834.3 1,726.3
Investments
Other than Dow Corning Corporation 376.1 352.0
Dow Corning Corporation 341.8
Plant and Equipment, Net 2,031.6 1,890.6
Goodwill and Other Intangible
Assets, Net 1,416.1 1,408.0
Other Assets 329.0 304.0
-------- --------
$5,987.1 $6,022.7
========= ========
Liabilities and Stockholders' Equity
Current Liabilities
Loans payable $ 146.0 $ 67.6
Accounts payable 255.2 258.3
Other accrued liabilities 763.9 748.3
------- -------
Total current liabilities 1,165.1 1,074.2
Other Liabilities 664.9 643.6
Loans Payable Beyond One Year 1,393.0 1,405.6
Minority Interest in
Subsidiary Companies 272.5 247.0
Convertible Preferred Securities
of Subsidiary 364.7 364.4
Convertible Preferred Stock 23.9 24.9
Common Stockholders' Equity 2,103.0 2,263.0
--------- --------
$5,987.1 $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 4, 1995
(1) Earnings per common share are computed by dividing net
income less dividends on Series B preferred stock by
the weighted average number of common shares
outstanding during the period. The weighted average
shares outstanding for the fourth quarter were 226.7
million and 224.9 million for 1995 and 1994,
respectively, and 226.6 million and 211.8 million in
fiscal years 1995 and 1994, respectively. Preferred
dividends of $0.5 million and $0.6 million were
declared in the fourth quarter of 1995 and 1994,
respectively, and $2.0 million and $2.1 million in
fiscal years 1995 and 1994.
(2) Depreciation and amortization charged to operations for
fiscal years 1995 and 1994 totaled $377.4 million and
$338.4 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 of 1995 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 of
$17.5 million, or $0.08 per share, in the first quarter of
1995. Corning recognized equity losses from Dow Corning
totaling $61.1 million, or $0.29 per share, and $2.8
million, or $0.01 per share, in the fourth quarter and
fiscal year ended 1994, respectively. The 1994 amounts
include an after-tax reduction in equity earnings of $75.9
million, or $0.36 per share, as a result of charges taken
by Dow Corning Corporation related to breast-implant litigation.
(4) Corning's effective tax rate, excluding unusual items
was 32% and 36% for the fourth quarter of 1995 and 1994,
respectively, and 34% and 36% for the fiscal years 1995 and
1994, respectively. The decrease in the effective tax rate was
primarily due to anincrease in the percentage of Corning's earnings
fromconsolidated entities with lower effective tax rates.
(5) During fiscal year 1995, Corning recorded a
restructuring charge totaling $67 million ($40.5 million
after-tax), or $0.18 per share.
(6) During fiscal year 1994, Corning recorded a charge
totaling $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.
Subsequent Event
(7) On January 16, 1996, Corning and International
Technology Corporation signed an agreement whereby Corning
will increase its ownership in Quanterra Incorporated from
50 % to 81 % in exchange for an investment of
approximately $20 million. As a result of this transaction,
Corning will consolidate Quanterra's results beginning in
the first quarter of 1996. Quanterra provides environmental
testing and related services.
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