Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 07 2017 - 6:06AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration
No. 333-201584
Supplementing the Preliminary Prospectus
Supplement dated November 6, 2017
(To a Prospectus dated January 16, 2015)
PRICING TERM SHEET
November 6, 2017
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Issuer:
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Corning Incorporated
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Expected Ratings (Moodys/S&P)*:
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Baa1 (stable) / BBB+ (stable)
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Trade Date:
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November 6, 2017
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Settlement Date (T+5)**:
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November 13, 2017
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Security:
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4.375% Notes due 2057 (the 2057 Notes)
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Principal Amount:
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$750,000,000
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Maturity Date:
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November 15, 2057
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Benchmark Treasury:
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3.000% notes due May 15, 2047
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Benchmark Treasury Price and Yield:
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104-02;
2.797%
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Spread to Benchmark Treasury:
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T+ 158 bps
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Yield to Maturity:
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4.377%
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Coupon:
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4.375%
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Price to Public:
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99.962%
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Interest Payment Dates:
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Semi-annually on May 15 and November 15, commencing May 15, 2018
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Record Dates:
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May 1 and November 1 of each year
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Optional Redemption:
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The 2057 Notes will be redeemable in whole at any time or in part from time to time, at the option of the Company. If the Company redeems the 2057 Notes more than 180 days prior to their scheduled maturity date, the redemption
price will be equal to the greater of (i) 100% of the principal amount of the 2057 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2057 Notes to be redeemed
discounted to the date of redemption on a semiannual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the then current Treasury Rate plus 25 basis
points. If the Company redeems the 2057 Notes on or after the date that is 180 days prior to the scheduled maturity date of the 2057 Notes, the redemption price will be equal to 100% of the principal amount of the 2057 Notes to be redeemed. In any
redemption, the Company will pay accrued and unpaid interest on the principal amount to be redeemed to but not including the date of redemption.
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CUSIP / ISIN:
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219350BF1 / US219350BF12
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Joint Book-Running Managers:
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Citigroup Global Markets Inc.
Deutsche Bank
Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities LLC
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Co-Managers:
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Goldman Sachs & Co. LLC
HSBC
Securities (USA) Inc.
MUFG Securities Americas Inc.
SMBC
Nikko Securities America, Inc.
Standard Chartered Bank
Wells
Fargo Securities, LLC
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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**
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We expect that delivery of the notes will be made against payment therefor on or about November 13, 2017, which is the fifth business day following the date of this pricing term sheet (such settlement cycle being
referred to as T+5). Under Rule
15c6-1
of the SEC under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless the parties
to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes earlier than the second business day before November 13, 2017 will be required, by virtue of the fact that the notes initially will settle T+5, to
specify an alternative settlement cycle at the time of any such trade to prevent failed settlement, and so should consult their own advisors.
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The issuer has filed a registration statement (including a prospectus and the preliminary prospectus supplement relating to the securities described above)
with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement relating to the securities described above in that registration statement and other
documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov
. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at
1-800-831-9146,
Deutsche Bank Securities Inc. toll free at
1-800-503-4611
or by
calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at
1-800-294-1322.
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