Prospectus
Supplement
(To Prospectus dated December 19, 2017)
$900,000,000
Corning Incorporated
$50,000,000 4.70% Notes due 2037
$550,000,000 5.350% Notes due 2048
$300,000,000 5.850% Notes due 2068
Corning Incorporated is offering an aggregate of $50,000,000 principal amount of 4.70% notes due 2037 (the new 2037 notes), $550,000,000 principal amount of 5.350% notes due 2048 (the
2048 notes) and $300,000,000 principal amount of 5.850% notes due 2068 (the 2068 notes and, together with the new 2037 notes and the 2048 notes, the notes). The new 2037 notes offered hereby constitute a
further issuance of, are issued on the same terms as, and will be consolidated and form a single series of debt securities with, our outstanding $250,000,000 aggregate principal amount of the 2037 notes.
We will pay interest on the new 2037 notes on March 15 and September 15 of each year, beginning on March 15, 2019. We will
pay interest on the 2048 notes and the 2068 notes on May 15 and November 15 of each year, beginning on May 15, 2019. The new 2037 notes will mature on March 15, 2037, the 2048 notes will mature on November 15, 2048 and the
2068 notes will mature on November 15, 2068.
Each series of notes is being offered separately and not part of a unit. No
offering of any series of notes is conditioned on the offering of any other series of notes. We may sell the new 2037 notes, the 2048 notes, the 2068 notes, or any combination thereof.
Each series of notes is unsecured and ranks equally with all of our other unsecured and unsubordinated indebtedness from time to time
outstanding. No series of notes will be entitled to the benefit of any sinking fund or be listed on any securities exchange. There is no public market for any series of the notes.
We may redeem any series of the notes at our option at any time, in whole or in part, at the redemption prices described in this
prospectus supplement. See Description of the NotesOptional Redemption. If a change of control triggering event occurs, we will be required to make an offer to repurchase each series of the notes for cash from the holders at a
price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. See Description of the NotesRepurchase Upon Change of Control Triggering Event.
Investing in the notes involves risks. For a discussion of certain factors that should be considered, see
Risk
Factors
beginning on page
S-9
of this prospectus supplement.
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Per 2037
Note
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Total
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Per 2048
Note
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Total
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Per 2068
Note
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Total
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Public offering price(1)
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95.510
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%
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$
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47,755,000
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99.865
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%
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$
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549,257,500
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99.853
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%
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$
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299,559,000
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Underwriting discount
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0.875
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%
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$
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437,500
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0.875
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%
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$
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4,812,500
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0.875
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%
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$
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2,625,000
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Proceeds, before expenses, to Corning Incorporated
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94.635
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%
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$
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47,317,500
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98.990
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%
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$
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544,445,000
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98.978
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%
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$
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296,934,000
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(1)
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For the new 2037 notes, plus accrued interest from September 15, 2018 to the date of delivery. For the 2048 notes and 2068 notes, plus
accrued interest, if any, from November 6, 2018 to the date of delivery.
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Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
The underwriters expect to deliver each series of the notes to investors in book-entry
form only through the facilities of The Depository Trust Company for the accounts of its direct and indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.) on or about November 6,
2018.
Joint Book-Running Managers
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Citigroup
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Morgan Stanley
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Wells Fargo Securities
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BofA Merrill Lynch
Co-Managers
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BNY Mellon Capital Markets, LLC
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Goldman Sachs & Co. LLC
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HSBC
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J.P. Morgan
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MUFG
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SMBC Nikko
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Standard Chartered Bank
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Prospectus Supplement dated October 30, 2018