As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/19/19  Corning Inc/NY                    8-K:8,9    11/19/19   16:567K                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     35K 
 2: EX-1.1      Underwriting Agreement                              HTML    151K 
 3: EX-1.2      Underwriting Agreement                              HTML     56K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     24K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     52K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     52K 
 7: EX-5.1      Opinion of Counsel re: Legality                     HTML     14K 
14: R1          Document and Entity Information                     HTML     48K 
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 i CORNING INC /NY  i false  i 0000024741 0000024741 2019-11-19 2019-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM  i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i November 19, 2019

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

i New York		i  i 1-3247 /		i 16-0393470
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
i One Riverfront Plaza,  i Corning,  i New York				i 14831
(Address of principal executive offices)				(Zip Code)

( i 607)  i 974-9000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock		i GLW		i New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01.

Other Events.

On November 19, 2019, Corning Incorporated (the “Company”) completed a public offering (the “Offering”) pursuant to a Prospectus dated December 19, 2017 and the Prospectus Supplement dated November 14, 2019 (the “Prospectus Supplement”), and the sale of the Notes (as defined below) pursuant to an Underwriting Agreement and a Pricing Agreement, each dated November 14, 2019 and each between the Company and BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Offering, the Company sold to the Underwriters $400,000,000 principal amount of 3.900% notes due 2049 (the “2049 Notes”) and $1,100,000,000 principal amount of 5.450% notes due 2079 (the “2079 Notes” and, together with the 2049 Notes, the “Notes”).

The 2049 Notes and the 2079 Notes were each sold to the public at a price equal to 99.720% of the aggregate principal amount of each respective series. 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 $1,479,968,675.

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 growth 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 Company’s 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 Company’s 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.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

The following documents are filed as exhibits to this Current Report on Form 8-K:

	1.1			Underwriting Agreement, dated November 14, 2019, between the Company and the Underwriters
	1.2			Pricing Agreement, dated November 14, 2019, between the Company and the Underwriters
	4.1			Officers’ Certificate of the Company, dated November 19, 2019, pursuant to Sections 201 and 301 of 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, establishing the Notes and their terms (excluding exhibits thereto)
	4.2			Form of Global Note representing the 3.900% Notes due 2049 of the Company
	4.3			Form of Global Note representing the 5.450% Notes due 2079 of the Company
	5.1			Legal Opinion of Linda E. Jolly, Vice President and Corporate Secretary of the Company, dated November 19, 2019
	5.2			Consent of Linda E. Jolly (included in Exhibit 5.1)
	104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 19, 2019

		CORNING INCORPORATED
		By:		/s/ Linda E. Jolly
		Name:		Linda E. Jolly
		Title:		Vice President and Corporate Secretary