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).

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