Form 8-K CORNING INC /NY For: May 31

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June 3, 2016 4:02 PM EDT

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UNITED STATES

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)

May 31, 2016

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation)	1-3247 (Commission File Number)	16-0393470 (I.R.S. Employer Identification No.)

One Riverfront Plaza, Corning, New York (Address of principal executive offices)		14831 (Zip Code)

(607) 974-9000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

Transaction Agreement

On May 31, 2016, Corning Incorporated (“Corning” or the “Company”) completed the previously announced transaction with The Dow Chemical Company (“TDCC”), Dow Corning Corporation (“DCC”) and HS Upstate Inc. (“NewCo”), pursuant to which, Corning exchanged with DCC its 50% stock interest in DCC for 100% of the stock of NewCo, a newly formed entity, which holds approximately 40% ownership interest in Hemlock Semiconductor Operations LLC (formerly, Hemlock Semiconductor Corporation) and 50% ownership interest in Hemlock Semiconductor LLC (collectively, “Hemlock Semiconductor”) and approximately $4.8 billion in cash (the “Transaction”). The Transaction was completed pursuant to the Transaction Agreement, dated as of December 10, 2015 (the “Transaction Agreement”), entered into by TDCC, Corning, DCC and NewCo. The Transaction Agreement was previously described in the Company’s Current Report on Form 8-K filed on December 11, 2015. As contemplated by the Transaction Agreement TDCC is now the holder of 100% of the ownership interests in DCC and Corning is the sole owner of NewCo.

The Company is hereby filing with the SEC the related pro forma financial information as required by Item 9.01(b) of Form 8-K.

Item 7.01 Regulation FD

On June 1, 2016, Corning issued a press release (the “Press Release”) to announce the closing of the Transaction pursuant to the Transaction Agreement, which is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in the attached Press Release is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(b)	Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet of Corning Incorporated dated as of March 31, 2016 and the unaudited pro forma consolidated statements of (loss) income for the three months ended March 31, 2016 and for the year ended December 31, 2015 are attached hereto as Exhibit 99.1.

(d)

Exhibits

Exhibit Number		Title
99.1		Unaudited pro forma consolidated balance sheet of Corning Incorporated dated as of March 31, 2016 and the unaudited pro forma consolidated statements of (loss) income of Corning Incorporated for the three months ended March 31, 2016 and for the year ended December 31, 2015.
99.2		Press Release dated June 1, 2016.

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 3, 2016	By	/s/ Edward Schlesinger
		Edward Schlesinger
		Vice President and Corporate Controller

EXHIBIT INDEX

99.1	Unaudited Pro Forma Consolidated Financial Information

99.2	Press Release dated June 1, 2016.

Exhibit 99.1

Unaudited Pro Forma Consolidated Financial Information

The terms “Corning,” “Company,” “we,” “us,” or “our” mean Corning Incorporated and subsidiary companies.

On May 31, 2016, Corning Incorporated (“Corning” or the “Company”) completed the previously announced transaction with The Dow Chemical Company (“TDCC”), Dow Corning Corporation (“DCC”) and HS Upstate Inc. (“NewCo”), pursuant to which, Corning exchanged with DCC its 50% stock interest in DCC for 100% of the stock of NewCo, a newly formed entity which holds approximately 40% ownership interest in Hemlock Semiconductor Operations LLC (formerly, Hemlock Semiconductor Corporation) and 50% ownership interest in Hemlock Semiconductor LLC (collectively, “Hemlock Semiconductor”), and approximately $4.8 billion in cash (the “Transaction”). Because Corning’s ownership percentage of Hemlock Semiconductor did not change upon the completion of this exchange, the investment in Hemlock Semiconductor is included in the pro forma consolidated financial statements at its carrying basis. The Transaction was completed pursuant to the Transaction Agreement, dated as of December 10, 2015 (the “Transaction Agreement”), entered into by TDCC, Corning, DCC and NewCo. The Transaction Agreement was previously described in the Company’s Current Report on Form 8-K filed on December 11, 2015. As contemplated by the Transaction Agreement TDCC is now the holder of 100% of the ownership interests in DCC and Corning is the sole owner of NewCo.

The unaudited pro forma financial information is based on, and should be read in conjunction with, the following:

·	The historical audited financial statements of Corning as of and for the year ended December 31, 2015, included in Corning’s annual report on Form 10-K filed on February 12, 2016; and

·	The historical unaudited financial statements of Corning as of and for the three months ended March 31, 2016, included in Corning’s quarterly report on Form 10-Q filed on April 29, 2016.

The unaudited pro forma consolidated balance sheet was derived from Corning’s unaudited financial statements as of March 31, 2016, and gives effect to the Transaction as if it had occurred on March 31, 2016. The unaudited pro forma consolidated statement of loss for the three months ended March 31, 2016 and unaudited pro forma consolidated statement of income for the year ended December 31, 2015 were derived from the unaudited financial statements of Corning for the three months ended March 31, 2016, and the audited financial statements of Corning for the year ended December 31, 2015 and give effect to the Transaction as if it had occurred on January 1, 2015.

The unaudited pro forma consolidated financial information is provided for informational purposes only and does not purport to represent what the actual results of operations or the financial position of the company would have been had the Transaction occurred on the dates assumed, nor are they necessarily indicative of future results of operations or financial position. The unaudited pro forma consolidated financial information was prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

Unaudited Pro Forma Consolidated Balance Sheet

As of March 31, 2016

(In millions, except share and per share data)

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

The pro forma adjustments are explained in Note 2.

	Corning Historical Financial Results		Transaction Adjustments		Notes	Unaudited Pro Forma Combined
Assets

Current assets:
Cash and cash equivalents	$	3,540	$	4,800	2a	$	8,340
Trade accounts receivable, net of doubtful accounts and allowances		1,388					1,388
Inventories, net of inventory reserves		1,453					1,453
Other current assets		797					797
Total current assets		7,178		4,800			11,978

Investments		2,072		(1,463)	2b		609
Property, plant and equipment, net of accumulated depreciation		12,823					12,823
Goodwill, net		1,399					1,399
Other intangible assets, net		703					703
Deferred income taxes		2,428					2,428
Other assets		1,342					1,342

Total Assets	$	27,945	$	3,337		$	31,282

Liabilities and Equity

Current liabilities:
Current portion of long-term debt and short-term borrowings	$	527				$	527
Accounts payable		836					836
Other accrued liabilities		1,201					1,201
Total current liabilities		2,564					2,564

Long-term debt		3,910					3,910
Postretirement benefits other than pensions		717					717
Other liabilities		2,767					2,767
Total liabilities		9,958					9,958

Shareholders’ equity:
Convertible preferred stock, Series A – Par value $100 per share; Shares authorized 3,100; Shares issued: 2,300		2,300					2,300
Common stock – Par value $0.50 per share; Shares authorized 3.8 billion; Shares issued: 1,682 million		841					841
Additional paid-in capital – common stock		13,638					13,638
Retained earnings		13,290	$	3,132	2c		16,422
Treasury stock, at cost		(10,747)					(10,747)
Accumulated other comprehensive loss		(1,404)		205	2d		(1,199)
Total shareholders’ equity		17,918		3,337			21,255
Noncontrolling interests		69					69
Total equity		17,987		3,337			21,324

Total Liabilities and Equity	$	27,945	$	3,337		$	31,282

Unaudited Pro Forma Combined Consolidated Statement of Loss

Three Months Ended March 31, 2016

(In millions, except per share data)

The accompanying notes are an integral part of these unaudited pro forma combined consolidated financial statements.

The pro forma adjustments are explained in Notes 3 and 4.

	Corning Historical Financial Results		Transaction Adjustments		Notes	Unaudited Pro Forma Combined

Net sales	$	2,047				$	2,047
Cost of sales		1,283					1,283
Gross margin		764					764

Operating expenses:
Selling, general and administrative expenses		303					303
Research, development and engineering expenses		190					190
Amortization of purchased intangibles		14					14
Restructuring, impairment and other charges		80					80

Operating income		177					177

Equity in earnings of affiliated companies		59	$	(38)	3a		21
Interest income		6					6
Interest expense		(41)					(41)
Foreign currency hedge loss, net		(894)					(894)
Other income, net		21					21

Loss from continuing operations before income taxes		(672)		(38)			(710)
Benefit for income taxes		304		(2)	3b		302

Net loss attributable to Corning Incorporated	$	(368)	$	(40)		$	(408)

Loss per common share attributable to common stockholders:
Basic	$	(0.36)			4	$	(0.39)

Diluted	$	(0.36)			4	$	(0.39)

Weighted average shares outstanding:
Basic		1,103			4		1,103

Diluted		1,103			4		1,103

Unaudited Pro Forma Combined Consolidated Statement of Income

Year Ended December 31, 2015

(In millions, except per share data)

The accompanying notes are an integral part of these unaudited pro forma combined consolidated financial statements.

The pro forma adjustments are explained in Notes 3 and 4.

	Corning Historical Financial Results		Transaction Adjustments		Notes	Unaudited Pro Forma Combined

Net sales	$	9,111				$	9,111
Cost of sales		5,458					5,458
Gross margin		3,653					3,653

Operating expenses:
Selling, general and administrative expenses		1,523					1,523
Research, development and engineering expenses		769					769
Amortization of purchased intangibles		54					54
Asbestos litigation credit		(15)					(15)

Operating income		1,322					1,322

Equity in earnings of affiliated companies		299	$	(50)	3a		249
Interest income		21					21
Interest expense		(140)					(140)
Foreign currency hedge gain, net		85					85
Other expense, net		(101)					(101)

Income from continuing operations before income taxes		1,486		(50)			1,436
Provision for income taxes		(147)		(61)	3b		(208)

Net income attributable to Corning Incorporated	$	1,339	$	(111)		$	1,228

Earnings per common share attributable to common stockholders:
Basic	$	1.02			4	$	0.93

Diluted	$	1.00			4	$	0.91

Weighted average shares outstanding:
Basic		1,219			4		1,219

Diluted		1,343			4		1,343

Notes to Unaudited Pro Forma Combined Consolidated Financial Statements

1.	Basis of Presentation

The historical financial statements have been adjusted to give pro forma effect to events that are (i) directly attributable to the Transaction, (ii) factually supportable, and (iii) with respect to the unaudited pro forma consolidated statements of income (loss), expected to have a continuing impact on the combined results.

The unaudited pro forma consolidated financial information is presented to show the exchange of Corning’s investment in DCC for 100% of the stock of NewCo, which holds approximately 40% ownership interest in Hemlock Semiconductor Operations LLC (formerly, Hemlock Semiconductor Corporation) and 50% ownership interest in Hemlock Semiconductor LLC (collectively, “Hemlock Semiconductor”), and approximately $4.8 billion in cash. Because Corning’s ownership percentage of Hemlock Semiconductor did not change upon the completion of this exchange, the investment in Hemlock Semiconductor is included in the pro forma consolidated financial statements at its carrying basis.

This unaudited pro forma combined consolidated financial information is not intended to reflect the results which would have actually resulted had the Transaction been effected on the dates indicated. Further, the pro forma results of operations are not necessarily indicative of the results of operations that may be obtained in the future.

Transaction Agreement

On May 31, 2016, Corning completed the Transaction pursuant to the Transaction Agreement. Under the terms of the Transaction Agreement, Corning exchanged with DCC its 50% stock interest in DCC for 100% of the stock of NewCo, a newly formed entity, which holds an approximately 40% ownership interest in Hemlock Semiconductor Operations LLC (formerly, Hemlock Semiconductor Corporation) and 50% ownership interest in Hemlock Semiconductor LLC (collectively, “Hemlock Semiconductor”) and approximately $4.8 billion in cash.

Consummation of the Transaction was subject to customary closing conditions, including, among others, the (1) receipt of certain required regulatory approvals, (2) receipt and continued validity of certain third party consents, (3) receipt by Corning of tax opinions from its counsel and accountants, (4) consummation of certain reorganization transactions contemplated by the Transaction Agreement, (5) consummation by DCC of the financing contemplated by the Transaction Agreement, and (6) accuracy of the representations and warranties given by the parties.

The parties have made customary representations and warranties and agreed to various customary covenants in the Transaction Agreement, including, among others, covenants to conduct the business of DCC and its subsidiaries in the ordinary course between the execution of the Transaction Agreement and the consummation of the Transaction and not to engage in certain actions during such period. The Transaction Agreement also provides for certain indemnification obligations customary for transactions of this nature.

Tax Matters Agreement

TDCC, Corning, DCC and NewCo entered into a Tax Matters Agreement, dated December 10, 2015 (the “Tax Matters Agreement”), that provides for the allocation between the parties of liabilities for taxes arising prior to, as a result of, and subsequent to the Transaction, and to provide for other matters relating to taxes.

The Tax Matters Agreement provides, in general, that DCC will indemnify Corning for losses, including those relating to failure of the Transaction to qualify for its intended tax treatment, attributable to (i) the breach of certain representations made by TDCC in connection with the Transaction and (ii) the breach of certain covenants made by TDCC and DCC in connection with the Transaction. Similarly, NewCo will indemnify TDCC for losses, including those relating to failure of the Transaction to qualify for its intended tax treatment, attributable to (i) the breach of certain representations made by Corning in connection with the Transaction and (ii) the breach of certain covenants made by Corning and NewCo in connection with the Transaction.

DCC, on the one hand, and NewCo, on the other, will each generally be responsible for fifty percent of pre-closing taxes of DCC or NewCo to the extent not described in the preceding paragraph.

No such matters have arisen prior to or as a result of the Transaction, nor does the pro forma financial information contain adjustments for these matters.

2.	Unaudited Pro Forma Adjustments – Balance Sheet

The unaudited pro forma consolidated balance sheet has been prepared assuming the Transaction closed on March 31, 2016 with the following pro forma adjustments:

2a)

Cash and Cash Equivalents – Represents NewCo’s cash balance. In the transaction, Corning exchanges its 50% ownership in DCC for 100% of the stock of NewCo.

2b)

Investments – Represents the reduction of Corning’s equity investment balance in DCC, offset by the carryover basis of Corning’s ownership interest in Hemlock Semiconductor. The adjustments made to investments are as follows (in millions):

Elimination of investment in DCC	$	(1,565)
Carryover basis of Hemlock Semiconductor		102
	$	(1,463)

2c)

Retained Earnings – The adjustment made to retained earnings includes the net gain of $3.1 billion as a result of Corning’s exchange of its 50% ownership interest in DCC for 100% of the stock of NewCo.

2d)

Accumulated other comprehensive loss – The adjustment of $205 million made to accumulated other comprehensive loss represents the removal of the historical DCC balances at March 31, 2016. This balance is comprised of foreign translation adjustments, unamortized actuarial gains, net unrealized gains on investments and net unrealized gains on designated hedges.

3.	Unaudited Pro Forma Adjustments – Statements of (Loss) Income

The unaudited pro forma consolidated statements of (loss) income were prepared assuming the Transaction closed on January 1, 2015 for the three months ended March 31, 2016 and for the year ended December 31, 2015, and include the following pro forma adjustments:

3a)

Equity in Earnings of Affiliated Companies – Represents the elimination of equity earnings recorded by Corning related to DCC and the addition of equity earnings related to NewCo’s ownership interest in Hemlock Semiconductor, as follows:

	Three months ended March 31, 2016		Twelve months ended December 31, 2015
Elimination of equity in earnings of DCC	$	(56)	$	(281)
Equity in earnings of Hemlock Semiconductor		18		231
	$	(38)	$	(50)

3b)

Provision for Income Taxes – Represents the income tax effect of the respective pro forma adjustments, as follows:

	Three months ended March 31, 2016		Twelve months ended December 31, 2015
Elimination of tax impact of equity in earnings of DCC (tax rate of 7%)	$	4	$	20
Tax impact of equity in earnings of Hemlock Semiconductor (tax rate of 35.01%)		(6)		(81)
	$	(2)	$	(61)

4.	(Loss) Earnings Per Common Share – (Loss) earnings per common share is adjusted to reflect the Transaction as follows (in millions, except per share amounts):

	Three months ended March 31, 2016		Twelve months ended December 31, 2015
Pro forma net (loss) income attributable to Corning Incorporated	$	(408)	$	1,228
Less: Series A convertible preferred stock dividend		(24)		(98)
Pro forma net (loss) income available to common stockholders - basic		(432)		1,130
Add: Series A convertible preferred stock dividend				98
Pro forma net (loss) income available to common stockholders - diluted	$	(432)	$	1,228

Weighted-average common shares outstanding – basic		1,103		1,219
Effect of dilutive securities:
Stock options and other dilutive securities				9
Series A convertible preferred stock				115
Weighted-average common shares outstanding – diluted		1,103		1,343
Pro forma basic (loss) earnings per common share	$	(0.39)	$	0.93
Pro forma diluted (loss) earnings per common share	$	(0.39)	$	0.91

Exhibit 99.2

FOR RELEASE –– JUNE 1, 2016

Corning Incorporated Completes Strategic Realignment of Interest in Dow

Corning Corporation

Raises projected shareholder distributions through 2019 to

more than $12.5 billion

CORNING, N.Y. — Corning Incorporated (NYSE: GLW) today announced that it has completed the previously announced strategic realignment of its ownership interest in Dow Corning Corporation. Corning has exchanged its 50% interest in Dow Corning for a newly formed company that holds approximately a 40% interest in Hemlock Semiconductor Group and $4.8 billion in cash. Corning received a private letter ruling from the Internal Revenue Service that supports the substantially tax-free nature of the transaction.

“The closing of this transaction unlocks significant value for Corning shareholders. The $4.8 billion in cash is the equivalent of approximately 30 times the annual equity earnings of Dow Corning’s silicones business. The freedom to deploy that capital is a tremendous value driver for our shareholders,” said Wendell P. Weeks, chairman, chief executive officer, and president.

“We thank the Dow Corning team for their contributions and wish them all of the best under the stewardship of Dow Chemical, which has assumed 100% ownership of Dow Corning,” Weeks added.

Strategy and Capital Allocation Framework Update

“Corning’s strategy and capital allocation framework defines our portfolio and underscores our commitment to excellent capital stewardship. Our strategy increases our return on innovation by focusing 80% of our resources on our three core technologies, four manufacturing and engineering platforms, and five market-access platforms. We sought the realignment of Dow Corning to increase our focus, and its completion is a significant milestone,” said Weeks.

“We are delighted to be able to continue our ownership in Hemlock, a leading provider of polycrystalline silicon used in the manufacturing of semiconductor and solar devices. Our position in Hemlock allows us to capture the potential upside from a rebound in the solar market, while also providing market insight and access for our semiconductor-innovation programs,” Weeks added.

R. Tony Tripeny, senior vice president and chief financial officer, remarked, “As 2016 unfolds, we see growth returning across several of our businesses and, longer term, we see prospects for innovation-driven growth. We expect continuing moderate sequential LCD glass-price declines and ongoing benefit from the new hedges we added to reduce our exposure to a weaker yen. We also look forward to welcoming Alliance Fiber Optic Products into the Corning family.

“In light of this progress and confidence in our future operating cash flows, we are increasing the cash we expect to distribute to shareholders to more than $12.5 billion. This increase in our projected cumulative cash returns to shareholders will more than offset the loss of equity earnings from Dow Corning’s silicones business. This increase also underscores our commitment to capital stewardship, and we will fully deploy these funds consistent with our capital allocation plan,” said Tripeny.

Between Sept. 30, 2015, and May 31, 2016, Corning returned approximately $3 billion to shareholders, repurchasing about 134 million shares, including an accelerated share repurchase completed in January, and raising the cash dividend by 12.5% in February.

Corning Incorporated Completes Strategic Realignment of Interest in

Dow Corning Corporation

Page Two

Forward-Looking and Cautionary Statements

This press release contains “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995), which are based on current expectations and assumptions about Corning’s financial results and business operations, that involve substantial risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include: the effect of global political, economic and business conditions; conditions in the financial and credit markets; currency fluctuations; tax rates; product demand and industry capacity; competition; reliance on a concentrated customer base; manufacturing efficiencies; cost reductions; availability of critical components and materials; new product commercialization; pricing fluctuations and changes in the mix of sales between premium and non-premium products; new plant start-up or restructuring costs; possible disruption in commercial activities due to terrorist activity, armed conflict, political or financial instability, natural disasters, adverse weather conditions, or major health concerns; adequacy of insurance; equity company activities; acquisition and divestiture activities; the level of excess or obsolete inventory; the rate of technology change; the ability to enforce patents; product and components performance issues; retention of key personnel; stock price fluctuations; and adverse litigation or regulatory developments. These and other risk factors are detailed in Corning’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the day that they are made, and Corning undertakes no obligation to update them in light of new information or future events.

Digital Media Disclosure

In accordance with guidance provided by the SEC regarding the use of company websites and social media channels to disclose material information, Corning Incorporated (“Corning”) wishes to notify investors, media, and other interested parties that it intends to use its website (http://www.corning.com/worldwide/en/about-us/news-events.html) to publish important information about the company, including information that may be deemed material to investors. The list of websites and social media channels that the company uses may be updated on Corning’s media and website from time to time. Corning encourages investors, media, and other interested parties to review the information Corning may publish through its website and social media channels as described above, in addition to the company’s SEC filings, press releases, conference calls, and webcasts.

About Hemlock Semiconductor

Hemlock Semiconductor has more than 50 years of experience in the development, production and global commercialization of polycrystalline silicon and other silicon-based products used in the manufacturing of semiconductor devices, and solar cells and modules. Hemlock Semiconductor has approximately 1,500 employees and sales of $996 million in 2015. Going forward, Corning will continue to report Hemlock’s results as equity earnings.

About Corning Incorporated

Corning (www.corning.com) is one of the world’s leading innovators in materials science. For more than 160 years, Corning has applied its unparalleled expertise in specialty glass, ceramics, and optical physics to develop products that have created new industries and transformed people’s lives. Corning succeeds through sustained investment in R&D, a unique combination of material and process innovation, and close collaboration with customers to solve tough technology challenges. Corning’s businesses and markets are constantly evolving. Today, Corning’s products enable diverse industries such as consumer electronics, telecommunications, transportation, and life sciences. They include damage-resistant cover glass for smartphones and tablets; precision glass for advanced displays; optical fiber, wireless technologies, and connectivity solutions for high-speed communications networks; trusted products that accelerate drug discovery and manufacturing; and emissions-control products for cars, trucks, and off-road vehicles.

Media Relations Contact:

Daniel F. Collins

(607) 974-4197

[email protected]

Investor Relations Contact:

Ann H.S. Nicholson

(607) 974-6716

[email protected]

Follow Corning: RSS Feeds | Facebook | Twitter | YouTube

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