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) April 15, 1997
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>
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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits:
The Registrant's press release of April 15, 1997.
<PAGE>
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: April 15, 1997 By /s/ KATHERINE A. ASBECK
Katherine A. Asbeck
Chief Accounting Officer
<PAGE>
Kathryn C. Littleton
(607) 974-8206
[email protected]
Todd Fogarty
(212) 593-2655
[email protected]
IMMEDIATE RELEASE
April 15, 1997
CORNING INCORPORATED FIRST QUARTER EARNINGS UP 48%
CORNING, N.Y., April 15 -- Corning Incorporated (NYSE:GLW) said today
that for its first quarter ended March 31, 1997, earnings were $0.40 per
share, an increase of 48 percent compared with earnings of $0.27 per share
from the same operations for first quarter 1996. Net income for the first
quarter totaled $92 million, an increase of 47 percent compared with $62.6
million for the same operations in the first quarter 1996. Sales totaled
$945.4 million, an increase of 13 percent.
"These solid operating results reflect continued growth in sales and
earnings from our optical fiber, cable and photonic technologies businesses
as well as our environmental and advanced materials businesses," said Corning
Chairman and Chief Executive Officer Roger G. Ackerman.
"We are also pleased with ongoing improvements in performance of the
consumer products business," added Mr. Ackerman, "where manufacturing
efficiency gains and strategic cost-reduction programs are having a positive
impact on results."
The decline in equity earnings reflects costs associated with new
ventures including the start up of American Video Glass Company and Samsung-
Corning Precision Glass Company. These costs more than offset the strong
performance of optical fiber equity companies and Eurokera, a specialty flat-
glass equity company.
"Looking ahead, we continue to expect 1997 to be a strong year, although
the rate of growth cannot be expected to match what we achieved in the first
quarter. We are well positioned for extraordinary growth in our
communications-related businesses. We are aggressively applying our leading
materials and process technologies in other core businesses. And, we are on
track with our strategy to invest significantly for the future," concluded
Mr. Ackerman.
(more)
<PAGE>
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On December 31, 1996, Corning completed a strategic repositioning of the
company by distributing all of the shares of Quest Diagnostics Incorporated
(NYSE:DGX) and Covance Inc. (NYSE:CVD) 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 totaled $9.2
million, or $0.04 per share, for the first quarter 1996.
Established in 1851, Corning Incorporated creates leading-edge
technologies for the fastest growing segments of the world's economy.
Corning manufactures optical fiber, cable and components, high performance
glass and components for televisions, and other electronic displays for
communications and communications-related industries; advanced materials for
the scientific and environmental markets, and consumer products. Corning's
total revenues in 1996 were $3.7 billion.
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Corning Investor Relations Contact:
Richard B. Klein, (607) 974-8313 or [email protected]
Katherine M. Dietz (607) 974-8217 or [email protected]
The statements in this release, 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, competitive products
and pricing, manufacturing efficiencies, cost reductions, manufacturing
capacity, facility expansions and new plant start-up costs, the rate of
technology change, and other risks.<PAGE>
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited; in millions, except per-share amounts)
Quarter Ended Quarter Ended
March 31, 1997 March 31, 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
Income tax expense 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
======= =======
EARNINGS 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.
<PAGE>CORNING INCORPORATED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
March 31, 1997 Dec. 31, 1996
-------------- -------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 106.9 $ 223.2
Receivables, net 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
Investements 325.5 337.2
Plant and Equipment, Net 1,967.6 1,977.7
Goodwill and Other Intangible
Assets, Net 322.1 330.4
Other Assets 272.9 257.3
-------- -------
$4,289.5 $4,321.3
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
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 994.5 961.1
------- --------
$4,289.5 $4,321.3
========= ========
The accompanying notes are an integral part of these statements.
<PAGE>
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER 1, 1997
(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 was 226.5 million and 227.2 million
for the first quarters of 1997 and 1996, respectively. Series B
preferred dividends amounted to $0.4 million and $0.5 million in the
first quarters of 1997 and 1996, respectively.
(2) Depreciation and amortization charged to continuing operations during
the first quarters of 1997 and 1996 totaled $87.5 million and $71.9
million, respectively.
(3) 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
from consolidated entities with higher effective tax rates.
(4) On December 31, 1996, Corning completed a strategic repositioning of the
company by distributing all of the shares of Quest Diagnostics
Incorporated and Covance Inc. 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 totaled
$9.2 million, or $0.04 per share, for the first quarter 1996.
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