On June 7, 2018, Corning Incorporated (the Company)
completed a public offering (the Offering) pursuant to an Underwriting Agreement (the Underwriting Agreement) and a Pricing Agreement (the Pricing Agreement), each dated May 31, 2018 and each between the
Company and Merrill Lynch International, MUFG Securities EMEA plc and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein (collectively, the Underwriters). Pursuant to the Offering, the
Company sold to the Underwriters ¥10,000,000,000 aggregate principal amount of the Companys 0.722% Notes due 2025 (the 2025 Notes), ¥30,500,000,000 aggregate principal amount of the Companys 1.043% Notes due 2028 (the
2028 Notes) and ¥25,000,000,000 aggregate principal amount of the Companys 1.219% Notes due 2030 (the 2030 Notes and, together with the 2025 Notes and the 2028 Notes, the Notes).
The Notes were sold to the public at a price equal to 100.000% of the aggregate principal amount of the Notes. As set forth in the
Companys prospectus supplement dated May 31, 2018, the Company expects to receive net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, of approximately ¥65.0 billion
($598.1 million). For purposes of calculating the expected net proceeds in U.S. dollars, the Company used the exchange rate of a U.S. dollar to Japanese yen as of May 30, 2018 of $1.00 to ¥108.615.
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.
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 on a delayed basis from time to time of an indeterminate amount of the Companys 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.