On November 13, 2017, Corning Incorporated (the Company)
completed a public offering (the Offering) pursuant to a Prospectus dated January 16, 2015 and the Prospectus Supplement dated November 6, 2017 (the Prospectus Supplement), and the sale of the Notes (as defined
below) pursuant to an Underwriting Agreement (the Underwriting Agreement) and a Pricing Agreement (the Pricing Agreement), each dated November 6, 2017 and each between the Company and Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (collectively, the Underwriters). Pursuant to the Offering, the Company sold to
the Underwriters $750,000,000 aggregate principal amount of the Companys 4.375% Notes due 2057 (the Notes).
The Notes
were sold to the public at a price equal to 99.962% of the aggregate principal amount of the 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 $742 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. 333-201584)
(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.