On November 6, 2018, Corning Incorporated (the Company) completed a public offering (the Offering) pursuant to a
Prospectus dated December 19, 2017 and the Prospectus Supplement dated October 30, 2018 (the Prospectus Supplement), and the sale of the Notes (as defined below) pursuant to an Underwriting Agreement and a Pricing Agreement,
each dated October 30, 2018 and each between the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the
Underwriters). Pursuant to the Offering, the Company sold to the Underwriters $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 constitute a further issuance of, were issued on
the same terms as, and are consolidated and form a single series of debt securities with, the Companys outstanding $250,000,000 aggregate principal amount of 4.70% notes due 2037.
The new 2037 Notes were sold to the public at a price equal to 95.51% of the aggregate principal amount of the new 2037 Notes. The 2048 Notes
were sold to the public at a price equal to 99.865% of the aggregate principal amount of the 2048 Notes. The 2068 Notes were sold to the public at a price equal to 99.853% of the aggregate principal amount of the 2068 Notes. As set forth in the
Prospectus Supplement, the Company expects to receive net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, of approximately $887 million.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include repurchases of its
common stock and payment of dividends under its strategy and capital allocation framework, repayment or reduction of other outstanding debt, financing acquisitions, additions to working capital, capital expenditures and investments. The Company may
invest the net proceeds from the sale of the notes in short-term investments pending their use for such purposes.
The Notes were issued
pursuant to an Indenture (the Indenture) dated as of November 8, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as
Trustee, and an Officers Certificate of the Company, delivered pursuant to Sections 201 and 301 of the Indenture, establishing the Notes and their terms.
The Company offered and sold the Notes under the Companys Registration Statement on Form
S-3
(Registration
No. 333-222158)
(the Registration Statement), which registration statement relates to the offer and sale from time to time of an indeterminate amount of the Companys
securities, including debt securities. This Current Report on Form
8-K
is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with
the Registration Statement, the documents and instruments attached hereto as exhibits. The summary included in this Current Report on Form
8-K
is qualified in its entirety by reference to the full text of the
exhibits filed herewith.