FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 31, 1997
--------------
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________to____________
Commission file number 1-3247
CORNING INCORPORATED
(Registrant)
New York 16-0393470
- ------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
One Riverfront Plaza, Corning, New York 14831
- --------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 607-974-9000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
at least the past 90 days.
Yes _X_ No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
229,434,000 shares of Corning's Common Stock, $0.50 Par Value, were outstanding
as of April 10, 1997.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
- ----------------------------
Index to consolidated financial statements of Corning Incorporated and
Subsidiary Companies filed as part of this report:
Page
----
Consolidated Statements of Income for the three months
ended March 31, 1997 and 1996 3
Consolidated Balance Sheets at March 31, 1997
and December 31, 1996 4
Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
The consolidated financial statements reflect all adjustments which, in the
opinion of management, are necessary for a fair statement of the results of
operations for the interim periods presented. All such adjustments are of a
normal recurring nature. The consolidated financial statements have been
compiled without audit and are subject to such year-end adjustments as may be
considered appropriate by the registrant or its independent accountants and
should be read in conjunction with Corning's Annual Report on Form 10-K for the
year ended December 31, 1996.
- 2 -
<PAGE>
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per-share amounts)
Three Months Ended
-------------------
March 31, March 31,
1997 1996
-------- --------
REVENUES
Net sales $ 945.4 $ 837.6
Royalty, interest, and dividend income 10.5 8.0
------- -------
955.9 845.6
DEDUCTIONS
Cost of sales 554.9 517.0
Selling, general, and administrative expenses 159.4 158.4
Research and development expenses 51.1 45.3
Interest expense 25.0 17.7
Other, net 11.0 7.1
------- -------
Income before taxes on income 154.5 100.1
Taxes on income 53.3 33.5
------- -------
Income before minority interest and
equity earnings 101.2 66.6
Minority interest in earnings of subsidiaries (12.6) (12.2)
Dividends on convertible preferred securities of subsidiary (3.4) (3.4)
Equity in earnings of associated companies 6.8 11.6
------- -------
Income from continuing operations 92.0 62.6
Income from discontinued operations, net of taxes 9.2
------- -------
NET INCOME $ 92.0 $ 71.8
======= =======
PER COMMON SHARE:
Continuing operations $ 0.40 $ 0.27
Discontinued operations 0.04
------- -------
NET INCOME $ 0.40 $ 0.31
======= =======
DIVIDENDS DECLARED $ 0.18 $ 0.18
======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING 226.5 227.2
======= =======
The accompanying notes are an integral part of these statements.
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<PAGE>
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(In millions, except shares and per-share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
------ -------- --------
<S> <C> <C>
CURRENT ASSETS
Cash $ 32.9 $ 51.9
Short-term investments, at cost, which
approximates market value 74.0 171.3
Accounts receivable, net of doubtful
accounts and allowances - $23.0/1997;
$22.0/year-end 1996 638.3 566.3
Inventories 538.6 498.5
Deferred taxes on income and other
current assets 117.6 130.7
-------- --------
Total current assets 1,401.4 1,418.7
-------- --------
INVESTMENTS
Associated companies, at equity 301.7 313.8
Others, at cost 23.8 23.4
-------- --------
325.5 337.2
-------- --------
PLANT AND EQUIPMENT, AT COST, NET OF
ACCUMULATED DEPRECIATION 1,967.6 1,977.7
GOODWILL AND OTHER INTANGIBLE ASSETS,
NET OF ACCUMULATED AMORTIZATION -
$91.4/1997; $86.8/year-end 1996 322.1 330.4
OTHER ASSETS 272.9 257.3
-------- --------
$4,289.5 $4,321.3
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loans payable $ 48.0 $ 53.9
Accounts payable 177.2 268.9
Other accrued liabilities 513.3 484.7
-------- --------
Total current liabilities 738.5 807.5
-------- --------
OTHER LIABILITIES 658.1 646.2
LOANS PAYABLE BEYOND ONE YEAR 1,195.1 1,208.5
MINORITY INTEREST IN SUBSIDIARY COMPANIES 316.5 310.7
CONVERTIBLE PREFERRED SECURITIES OF
SUBSIDIARY 365.1 365.1
CONVERTIBLE PREFERRED STOCK 21.7 22.2
COMMON STOCKHOLDERS' EQUITY
Common stock, including excess over par value and other capital -
Par value $0.50 per share; Shares authorized: 500 million;
Shares issued: 261.3 million/1997 and 261.0 million/year-end 1996 590.6 566.0
Retained earnings 1,074.3 1,024.0
Less cost of 31.9 million/1997 and 32.3 million/year-end 1996 shares
of common stock in treasury (687.1) (672.5)
Cumulative translation adjustment 16.7 43.6
-------- --------
Total common stockholders' equity 994.5 961.1
-------- --------
$4,289.5 $4,321.3
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE>
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
<TABLE>
<CAPTION>
Three Months Ended
--------------------
March 31, March 31,
1997 1996
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 92.0 $ 71.8
Adjustments to reconcile net income to net cash provided by operating
activities of continuing operations:
Income from discontinued operations (9.2)
Depreciation and amortization 87.5 71.9
Equity in earnings of associated companies less than (in excess of)
dividends received 0.6 (10.8)
Minority interest in earnings of subsidiaries
in excess of dividends paid 6.8 6.4
Gain on disposition of properties and investments (2.1) (8.0)
Deferred tax benefit (14.9) (15.5)
Other 23.8 14.9
Changes in operating assets and liabilities:
Accounts receivable (72.2) (14.1)
Inventory (53.7) (45.2)
Deferred taxes and other current assets (5.5) 8.2
Accounts payable and other current liabilities (50.8) (36.4)
------ ------
NET CASH PROVIDED BY OPERATING ACTIVITIES
OF CONTINUING OPERATIONS 11.5 34.0
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to plant and equipment (86.8) (77.4)
Acquisitions of businesses, net (15.1)
Net proceeds from disposition of properties and investments 32.9 0.1
(Increase) decrease in long-term investments (0.1) 2.2
Other, net 0.1 (1.9)
------ ------
NET CASH USED IN INVESTING ACTIVITIES OF CONTINUING
OPERATIONS (53.9) (92.1)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of loans 114.0
Repayments of loans (14.8) (20.4)
Proceeds from issuance of common stock 8.1 5.6
Repurchases of common stock (10.5) (6.7)
Dividends paid (41.7) (41.5)
------ ------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
OF CONTINUING OPERATIONS (58.9) 51.0
------ ------
Effect of exchange rates on cash 3.5 (1.3)
------ ------
Effect of accounting calendar change on cash (17.5)
------ ------
Cash used in discontinued operations (18.5) (61.8)
------ ------
Net change in cash and cash equivalents (116.3) (87.7)
Cash and cash equivalents at beginning of year 223.2 187.6
------ ------
CASH AND CASH EQUIVALENTS AT END OF QUARTER $106.9 $ 99.9
====== ======
SUPPLEMENTAL DATA:
Income taxes paid (refunded), net $(42.3) $ 11.3
====== ======
Interest paid $ 33.7 $ 34.5
====== ======
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE>
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 each period. Series B preferred dividends
amounted to $0.4 million and $0.5 million in the first quarters of 1997 and
1996, respectively. The weighted average number of common shares
outstanding for the first quarter was 226.5 million and 227.2 million for
1997 and 1996, respectively. The weighted average number of common shares
outstanding for earnings per share calculations does not include shares
held by the Corning Stock Ownership Trust which totaled 2.5 million and 2.4
million shares in the first quarter of 1997 and 1996, respectively. Common
stock equivalents are not included in the earnings per share computation
because they do not result in material dilution.
Common dividends of $41.3 million were declared in the first quarter 1997,
compared with $41.0 million for the same period in 1996.
(2) In February 1997, Corning sold its Serengeti eyewear business for
approximately $28 million. In March 1996, Corning sold substantially all of
its equity investment in CALP S.p.A. for approximately $28 million. The
gains recognized on these transactions were not material.
(3) Inventories shown on the accompanying balance sheets were comprised of the
following (in millions):
March 31, December 31,
1997 1996
------ ------
Finished goods $243.9 $223.0
Work in process 171.9 156.7
Raw materials and accessories 98.0 104.5
Supplies and packing materials 69.6 64.5
------ ------
Total inventories valued at current cost 583.4 548.7
Reduction to LIFO valuation (44.8) (50.2)
------ ------
$538.6 $498.5
====== ======
(4) Plant and equipment shown on the accompanying balance sheets were comprised
of the following (in millions):
March 31, December 31,
1997 1996
-------- --------
Land $ 53.1 $ 54.2
Buildings 806.4 810.4
Equipment 2,951.9 2,906.3
Accumulated depreciation (1,843.8) (1,793.2)
-------- --------
$1,967.6 $1,977.7
======== ========
(5) On December 31, 1996, Corning completed a strategic repositioning by
distributing all of the shares of Quest Diagnostics Incorporated and
Covance Inc. (the Distributions) to its shareholders on a pro rata basis.
Corning's results for 1996 report Quest Diagnostics and Covance as
discontinued operations. Income from discontinued operations net of income
taxes of $11.3 million totaled $9.2 million, or $0.04 per share, for the
first quarter 1996.
- 6 -
<PAGE>
As described in Note 18 to Corning's 1996 consolidated financial statements
included in its Annual Report on Form 10-K, Corning has agreed to indemnify
Quest Diagnostics on an after-tax basis, for the settlement of certain
governmental claims and certain other claims that were pending at December
31, 1996. Coincident with the Distributions, Corning recorded a payable to
Quest Diagnostics of approximately $25 million which is equal to
management's best estimate of amounts which are probable of being paid by
Corning to Quest Diagnostics to satisfy the remaining indemnified claims on
an after-tax basis.
Although management believes that established reserves for indemnified
claims are sufficient, it is possible that additional information may
become available to Quest Diagnostics' management which may cause the final
resolution of these matters to exceed established reserves by an amount
which could be material to Corning's results of operations and cash flow in
the period in which such claims are settled. Corning does not believe that
these issues will have a material adverse impact on Corning's overall
financial condition.
- 7 -
<PAGE>
ITEM 2.
- -------
Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Results of Operations
---------------------
Net sales for the first quarter 1997 totaled $945.4 million, an increase of 13%
compared with first quarter 1996 sales due primarily to continued volume gains
in the Communications segment. Net income increased 47% to $92 million for the
first quarter 1997 compared to $62.6 million from continuing operations for the
first quarter 1996. Earnings per share increased 48% to $0.40 per share compared
to $0.27 per share from continuing operations for the first quarter 1996. The
increase in earnings reflects continued strong performance in the Communications
segment and improved results in the Specialty Materials and Consumer Products
segments.
Segment overview
- ----------------
Sales and earnings in the Communications segment increased significantly in the
first quarter 1997 due primarily to continued volume gains in the optical-fiber,
optical-cable, and photonic-technologies (formerly the optical-components
products business) businesses. Sales and earnings in the information-display
business also increased due to volume gains in the conventional-video components
and advanced-display products businesses.
Sales in the Specialty Materials segment were flat when compared with the same
period last year. Segment earnings increased significantly as a result of modest
manufacturing efficiency gains achieved by most of the businesses in this
segment and the improved performance of Quanterra.
Sales in the Consumer Products segment decreased slightly in the first quarter
due to the planned reduction in the number of stock-keeping units it provides.
Segment sales were also impacted by the sale of the Serengeti eyewear business
during the first quarter. Earnings increased significantly reflecting the
benefit of manufacturing efficiency gains and cost-reduction programs in the
consumer housewares business.
Equity in Earnings
- ------------------
First quarter 1997 equity in earnings of associated companies totaled $6.8
million, a decrease from $11.6 million in the same period last year. The decline
in equity earnings reflects lower earnings at Samsung Corning Co. Ltd. and costs
associated with new equity ventures, including the start up of American Video
Glass Company and Samsung Corning Precision Glass Co. Ltd., which more than
offset continued strong performance by the optical fiber equity companies and
Eurokera.
Taxes on Income
- ---------------
Corning's effective tax rate for continuing operations was 34.5% for the first
quarter of 1997 and 33.5% for the first quarter of 1996. The higher 1997 rate
was due to a higher percentage of Corning's earnings resulting from consolidated
entities with higher effective tax rates.
- 8 -
<PAGE>
Liquidity and Capital Resources
-------------------------------
Corning's working capital increased from $611.2 million at the end of 1996 to
$662.9 million at March 31, 1997. The ratio of current assets to current
liabilities was 1.9 at the end of the first quarter 1997 compared to 1.8 at
year-end 1996. Corning's long-term debt as a percentage of total capital was 41%
at the end of the first quarter 1997 compared to 42% at year-end 1996.
Cash and short-term investments declined from year-end 1996 by $116.3 million
primarily due to investing and financing activities which used cash of $53.9
million and $58.9 million, respectively, offset by operating activities which
provided cash of $11.5 million. Net cash provided by operating activities
decreased in the first quarter 1997 compared to the same period in 1996 as
increased earnings were more than offset by an increase in cash used for working
capital. Net cash used in investing activities decreased in the first quarter
1997 reflecting an increase in capital spending offset by proceeds from the
disposition of properties and investments. Corning used cash in financing
activities in the first quarter 1997 as a result of dividend payments,
repurchases of common stock and net repayment of loans. Financing activities
provided cash in the first quarter 1996 as net proceeds from loans were higher
than dividend payments and repurchases of common stock. Cash used in
discontinued operations totaled $18.5 million and $61.8 million in 1997 and
1996, respectively. Cash used by discontinued operations in 1997 was primarily
due to payments of transaction costs associated with the December 31, 1996
Distributions of Quest Diagnostics and Covance.
New Accounting Pronouncement
- ----------------------------
In February 1997, the Financial Accounting Standards Board issued Statement No.
128 "Earnings per Share" (FAS 128), which establishes standards for computing
and presenting earnings per share (EPS). FAS 128 requires presentation of both
EPS and diluted EPS. FAS 128 will be effective for financial statements issued
for periods ending after December 15, 1997, including interim periods. The EPS
calculation under FAS 128 will not differ from Corning's current EPS calculation
under the provisions of Accounting Principles Board Opinion No. 15 (APB 15).
Diluted EPS will require Corning to give effect to all potentially dilutive
securities. Corning's dilutive securities include its stock options, convertible
monthly income preferred securities and convertible preferred stock.
Historically, the effect of dilutive securities has not been material. The
future effect of dilutive securities could be impacted by several factors,
including Corning's stock price and earnings levels. Under the provisions of APB
15, Corning could be required to disclose diluted EPS as soon as the second
quarter of 1997.
"Safe Harbor" Statement under the Private Securities
- ----------------------------------------------------
Litigation Reform Act of 1995
- -----------------------------
The statements in this Form 10-Q which are not historical facts or information
are forward-looking statements. These forward-looking statements involve risks
and uncertainties that could cause the outcome to be materially different.
Forward-looking statements include, but are not limited to, global economic
conditions, product demand and industry capacity, competitive products and
pricing, manufacturing efficiencies, costs reductions, availability and costs of
critical materials, new product development and commercialization, manufacturing
capacity, facility expansions and new plant start-up costs, the effect of
regulatory and legal developments, capital resource and cash flow activities,
capital spending, equity company activities, interest costs, divestiture
activity, the rate of technology change, ability to enforce patents and other
risks detailed in Corning's 1996 Form 10-K.
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<PAGE>
Part II - Other Information
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
There are no pending legal proceedings to which Corning or any of its
subsidiaries is a party or of which any of their property is the subject which
are material in relation to the consolidated financial statements.
Environmental Litigation. Corning has been named by the Environmental Protection
Agency under the Superfund Act, or by state governments under similar state
laws, as a potentially responsible party for 18 hazardous waste sites. Under the
Superfund Act, all parties who may have contributed any waste to a hazardous
waste site, identified by such Agency, are jointly and severally liable for the
cost of cleanup unless the Agency agrees otherwise. It is Corning's policy to
accrue for its estimated liability related to Superfund sites and other
environmental liabilities related to property owned by Corning based on expert
analysis and continual monitoring by both internal and external consultants.
Corning has accrued approximately $21 million for its estimated liability for
environmental cleanup and litigation at March 31, 1997.
Breast-implant Litigation. Dow Corning Bankruptcy: On May 15, 1995, Dow Corning
Corporation sought protection under the reorganization provisions of Chapter 11
of the United States Bankruptcy Code. The effect of the bankruptcy, which is
pending in the United States Bankruptcy Court for the Eastern District of
Michigan, Northern Division (Bay City, Michigan), is to stay the prosecution
against Dow Corning of the 45 purported breast-implant product liability class
action lawsuits and its approximately 19,000 breast-implant product liability
lawsuits. In June 1995 Dow Corning and its shareholders (Corning and The Dow
Chemical Company) attempted to remove various state court implant lawsuits
against itself and its shareholders to federal court, and to transfer these
cases to the United States District Court for the Eastern District of Michigan,
Southern District (the "Michigan Federal Court"). The transfer motion also
contemplated a trial of the consolidated, transferred cases on the "common
issue" of whether silicones cause diseases as alleged by plaintiffs. On
September 12, 1995 Judge Hood of the Michigan Federal Court issued an order
granting the motion to transfer the Dow Corning cases to federal court, but
denying the motion to the extent it requested the transfer of cases against Dow
Corning's shareholders to her court. Judge Hood also denied the motion for the
purpose of holding one causation trial prior to the estimation process by the
Bankruptcy Court, but without prejudice to subsequent motions for one or more
such trials to assist in the bankruptcy estimation process. Judge Hood's order
refusing to transfer to the Eastern District of Michigan the cases "related to"
the Dow Corning case was reversed by the Sixth Circuit and remanded to Judge
Hood to determine whether the District Court should abstain from hearing the
cases. Judge Hood again refused to transfer the "related to" cases, and her
action has again been appealed. Oral argument of the appeal was held on
April 24, 1997.
On December 2, 1996, Dow Corning filed its Plan of Reorganization in the
bankruptcy. The Plan contemplates a common issues trial to resolve the question
of whether or not silicones cause disease and whether a significant fund is
needed to resolve disease claims. The Plan also contemplates that the
shareholders will retain their shares in Dow Corning and receive a release from
all breast implant claims.
On January 10, 1997, the Tort Claimants Committee and the Commercial Creditors
Committee filed a joint motion to modify Dow Corning's exclusivity with respect
to filing a plan of reorganization, requesting the right to file their own
competing plan. A hearing on the Joint Committees' Motion to Modify Exclusivity
was heard during April 1997. No order has yet been issued.
On April 7, 1997, Dow Corning filed in the Bankruptcy Court an Omnibus Objection
to all claims in the bankruptcy to the extent based on the alleged causation of
disease by silicones, and a Motion for Summary Judgment on its Omnibus
Objection. Simultaneously, Dow Corning filed a Motion to the Chief Judge of the
U.S. Court of Appeals for the Sixth Circuit for a Certificate of Necessity
Pursuant to 28 U.S.C. ss.292(d) requesting the assignment of Judge Pointer to
the Eastern District of Michigan for the purpose of facilitating the
adjudication of disease causation issues arising out of Dow Corning's Omnibus
Disease Objection. Hearing dates on these motions have not yet been set.
- 10 -
<PAGE>
Implant Tort Lawsuits: Despite the bankruptcy filing of Dow Corning, Corning
continues to be a defendant in two types of cases previously reported involving
the silicone-gel breast implant products or materials formerly manufactured or
supplied by Dow Corning or a Dow Corning subsidiary. These cases include (1)
several purported federal securities class action lawsuits and shareholder
derivative lawsuits filed against Corning by shareholders of Corning alleging,
among other things, misrepresentations and omissions of material facts, breach
of duty to shareholders and waste of corporate assets relative to the
silicone-gel breast implant business conducted by Dow Corning and (2) multiple
lawsuits filed in various federal and state courts against Corning and others
(including Dow Corning) by persons claiming injury from the silicone-gel breast
implant products or materials formerly manufactured by Dow Corning or a Dow
Corning subsidiary. Several of such suits have been styled as class actions and
others involve multiple plaintiffs.
As of March 31, 1997, Corning had been named in approximately 11,400 state and
federal tort lawsuits. More than 4,300 tort lawsuits filed against Corning in
federal courts were consolidated in the United States District Court, Northern
District of Alabama. On April 25, 1995 that District Court issued a final order
dismissing Corning from those federal, consolidated breast-implant cases and
plaintiffs appealed. On March 12, 1996, the U.S. Court of Appeals for the
Eleventh Circuit dismissed the plaintiffs' appeal of that order. Certain state
court tort cases against Corning were also consolidated in various states for
the purposes of discovery and pretrial matters. During 1994, 1995, 1996 and
1997, Corning made several motions for summary judgment in state courts and
judges have dismissed Corning from over 6,407 tort cases filed in California,
Connecticut, Illinois, Indiana, Louisiana, Michigan, Mississippi, New Jersey,
New York, Pennsylvania, Tennessee and Dallas, Harris and Travis Counties in
Texas, some of which are on appeal. Corning's motions seeking dismissal remain
pending, and continue to be filed, in various other states. In certain Texas
tort cases, Dow Chemical and Corning have each filed cross claims against each
other and against Dow Corning. In late 1996, Dow Chemical filed cross claims
against Corning in the Louisiana state implant class action. On February 21,
1997, the Louisiana judge dismissed Dow Chemical's and the plaintiffs' claims
against Corning.
Quest Diagnostics: Government Investigations and Related Claims. On December 31,
1996, Corning completed the spin-off of its health care services businesses by
the distribution to its shareholders of the Common Stock of Quest Diagnostics
Incorporated ("Quest Diagnostics") and Covance Inc. ("Covance"). In connection
with these distributions, Quest Diagnostics assumed financial responsibility for
the liabilities related to the clinical laboratory business and Covance assumed
financial responsibility for the liabilities related to the contract research
business. Corning agreed to indemnify Quest Diagnostics against all monetary
penalties, fines or settlements for any governmental claims arising out of
alleged violations of applicable federal fraud and health care statutes and
relating to billing practices of Quest Diagnostics and its predecessors that
were pending at December 31, 1996. Corning also agreed to indemnify Quest
Diagnostics for 50% of the aggregate of all judgment or settlement payments made
by Quest Diagnostics that are in excess of $42.0 million in respect of claims by
private parties (i.e., nongovernmental parties such as private insurers) that
relate to indemnified or previously settled governmental claims and that allege
overbillings by Quest Diagnostics, or any existing subsidiaries of Quest
Diagnostics, for services provided prior to December 31, 1996; provided,
however, such indemnification is not to exceed $25.0 million in the aggregate
and that all amounts indemnified against by Corning for the benefit of Quest
Diagnostics are to be calculated on a net after-tax basis. Such indemnification
does not cover (i) any governmental claims that arise after December 31, 1996
pursuant to service of subpoena or other notice of such investigation after
December 31, 1996, (ii) any nongovernmental claims unrelated to the indemnified
governmental claims or investigations, (iii) any nongovernmental claims not
settled prior to December 31, 2001, (iv) any consequential or incidental damages
relating to the billing claims, including losses of revenues and profits as a
consequence of exclusion for participation in federal or state health care
programs or (v) the fees and expenses of litigation.
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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) Exhibits
See the Exhibit Index which is located on page 14.
(b) Reports on Form 8-K
A report on Form 8-K dated January 13, 1997, filed in connection with
the Distributions of Corning's health care services business.
A report on Form 8-K dated January 27, 1997, filed in connection with
the Registrant's medium-term notes facility. The Registrant's fourth
quarter earnings press release of January 27, 1997 was filed as an
exhibit to this Form 8-K.
Other items under Part II are not applicable.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities and 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)
April 28, 1997 /s/ ROGER G. ACKERMAN
- -------------- -----------------------------------------
Date Roger G. Ackerman
Chairman and Chief Executive Officer
April 28, 1997 /s/ VAN C. CAMPBELL
- -------------- -----------------------------------------
Date Van. C. Campbell
Vice Chairman and Chief Financial Officer
April 28, 1997 /s/ KATHERINE A. ASBECK
- -------------- -----------------------------------------
Date Katherine A. Asbeck
Chief Accounting Officer
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<PAGE>
CORNING INCORPORATED
--------------------
EXHIBIT INDEX
-------------
This exhibit is numbered in accordance
with Exhibit Table I of item 601 of Regulation S-K
Page number
in manually
Exhibit # Description signed original
- --------- ----------- ---------------
12 Computation of ratio of
earnings to combined fixed
charges and preferred dividends 15
- 14 -
<TABLE>
<CAPTION>
Exhibit #12
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(Dollars in millions, except ratios)
Three Months
Ended Fiscal Year Ended
------------------- ---------------------------------------------
March 31, March 31, Dec. 31, Dec. 31, Jan. 1, Jan. 2, Jan. 3,
1997 1996 1996 1995 1995 1994 1993
--------- --------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing operations before taxes on income $154.5 $100.1 $487.3 $406.1 $343.8 $ 74.3 $156.2
Adjustments:
Share of earnings (losses) before taxes of 50% owned companies 18.5 20.9 130.3 95.2 89.0 (137.0) 103.2
Earnings (losses) before taxes of greater than 50%
owned unconsolidated subsidiary 0.7 0.7 (3.1) (4.0) (3.1) (2.1)
Distributed income of less than 50% owned companies
and share of loss if debt is guaranteed 2.1 4.5 (4.3)
Amortization of capitalized interest 3.5 2.9 11.8 9.6 13.3 13.0 11.8
Fixed charges net of capitalized interest 41.3 30.9 127.0 102.3 148.5 110.1 103.5
------ ------ ------ ------ ------ ------ ------
Earnings before taxes and fixed charges as adjusted $217.8 $155.5 $757.1 $610.1 $592.7 $ 61.8 $368.3
====== ====== ====== ====== ====== ====== ======
Fixed charges:
Interest incurred $ 29.0 $ 20.8 $ 86.7 $ 79.7 $ 77.5 $ 63.3 $ 53.1
Share of interest incurred of 50% owned companies and interest
on guaranteed debt of less than 50% owned companies 10.0 7.6 38.7 10.2 60.8 40.9 42.0
Interest incurred by greater than 50% owned unconsolidated
subsidiary 0.7 0.8 0.8 0.9
Portion of rent expense which represents interest factor 5.3 5.2 20.1 19.3 17.5 13.4 15.8
Share of portion of rent expense which represents interest
factor for 50% owned companies 0.7 0.7 1.4 2.7 9.4 9.1 9.2
Portion of rent expense which represents interest factor for
greater than 50% owned unconsolidated subsidiary 0.1 0.1 0.1
Amortization of debt costs 0.7 0.4 3.4 0.9 2.0 1.8 1.5
------ ------ ------ ------ ------ ------ ------
Total fixed charges 45.7 34.7 150.3 113.5 168.1 129.4 122.6
Capitalized interest (4.4) (3.8) (23.3) (11.2) (19.6) (19.3) (19.1)
------ ------ ------ ------ ------ ------ ------
Total fixed charges net of capitalized interest $ 41.3 $ 30.9 $127.0 $102.3 $148.5 $110.1 $103.5
====== ====== ====== ====== ====== ====== ======
Preferred dividends:
Preferred dividend requirements $ 3.8 $ 3.9 $ 15.7 $ 15.7 $ 8.2 $ 2.1 $ 2.2
Ratio of pre-tax income to income before minority interest
and equity earnings 1.5 1.5 1.5 1.4 1.5 0.9 1.2
------ ------ ------ ------ ------ ------ ------
Pre-tax preferred dividend requirement 5.7 5.9 23.6 22.0 12.3 1.9 2.6
Total fixed charges 45.7 34.7 150.3 113.5 168.1 129.4 122.6
------ ------ ------ ------ ------ ------ ------
Fixed charges and pre-tax preferred dividend requirement $ 51.4 $ 40.6 $173.9 $135.5 $180.4 $131.3 $125.2
====== ====== ====== ====== ====== ====== ======
Ratio of earnings to combined fixed charges and preferred
dividends 4.2x 3.8x 4.3x 4.5x 3.3x -- 2.9x
====== ====== ====== ====== ====== ====== ======
</TABLE>
Earnings did not cover combined fixed charges and preferred dividends by $69.5
in the fiscal year ended January 2, 1994.
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1997
<PERIOD-TYPE> 3-MOS
<CASH> 32,900
<SECURITIES> 74,000
<RECEIVABLES> 638,300
<ALLOWANCES> 23,000
<INVENTORY> 538,600
<CURRENT-ASSETS> 1,401,400
<PP&E> 3,811,400
<DEPRECIATION> 1,843,800
<TOTAL-ASSETS> 4,289,500
<CURRENT-LIABILITIES> 738,500
<BONDS> 1,195,100
365,100
21,700
<COMMON> 590,600
<OTHER-SE> 403,900
<TOTAL-LIABILITY-AND-EQUITY> 4,289,500
<SALES> 945,400
<TOTAL-REVENUES> 955,900
<CGS> 554,900
<TOTAL-COSTS> 554,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 10,400
<INTEREST-EXPENSE> 25,000
<INCOME-PRETAX> 154,500
<INCOME-TAX> 53,300
<INCOME-CONTINUING> 92,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 92,000
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
</TABLE>
