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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 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) |
July 28, 2025 |
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation) |
1-3247
(Commission File Number) |
16-0393470
(I.R.S. Employer Identification No.) |
| |
|
|
One Riverfront Plaza, Corning, New York
(Address of principal executive offices) |
|
14831
(Zip Code) |
(607) 974-9000
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.50 par value per share |
|
GLW |
|
New York Stock Exchange |
| 3.875% Notes due 2026 |
|
GLW26 |
|
New York Stock Exchange |
| 4.125% Notes due 2031 |
|
GLW31 |
|
New York Stock Exchange |
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
☐
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. ☐
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 |
Entry into a Material Definitive Agreement |
Corning Incorporated (“Corning” or the
“Company”) entered into a new $1,500,000,000 Credit Agreement (the “Credit Agreement”), dated as of July 28, 2025,
among the Company, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for such lenders, which replaces
the Company’s existing $1,500,000,000 Credit Agreement dated June 6, 2022 (the “Existing Credit Agreement”).
Under the Credit Agreement, borrowings are available
in dollars, sterling, yen and euros to Corning and any direct or indirect wholly-owned subsidiary of Corning in a maximum amount outstanding
at any one time of $1,500,000,000 (the “Commitment Amount”). The Commitment Amount may be increased over the term by up to
$500,000,000 subject to existing or new lenders committing to fund such increase.
The rate of interest payable under the Credit Agreement,
at Corning’s option, is equal to Term SOFR (or the Adjusted EURIBO Rate with respect to euro denominated advances, the Adjusted
TIBO Rate in the case of yen denominated advances or the Adjusted Daily Simple SONIA Rate in the case of sterling denominated advances),
or, with the Company’s consent, an alternate rate of interest should any of the foregoing rates cease to be available, plus a margin
ranging from 0.690% to 1.125% or a base rate plus a margin ranging from 0.000% to 0.125%. The actual margin is adjustable based upon the
debt ratings issued from time to time with respect to Corning’s unsecured debt by Moody’s Investors Service, Inc. and S&P
Global Ratings. For this purpose, the “base rate” is the highest of the rate quoted by The Wall Street Journal from time to
time as its prime rate, the New York Federal Reserve Bank rate plus 0.5% or the one-month Term SOFR plus 1.0%. Corning is also obligated
to pay quarterly facilities fees on the aggregate commitments under the Credit Agreement.
The Credit Agreement is scheduled to terminate on
July 28, 2030 (the “Termination Date”). The Termination Date may be extended by up to two additional one-year periods on any
anniversary of the Credit Agreement’s closing date on Corning’s request and subject to the consent of the lenders. The Credit
Agreement contains affirmative and negative covenants that Corning must comply with, including (a) periodic financial reporting requirements,
(b) maintaining a ratio of consolidated debt for borrowed money to consolidated total capital of no greater than 0.60 to 1.00, (c) limitation
on liens, (d) limitation on the incurrence of subsidiary indebtedness, and (e) limitation on mergers, as well as other customary
covenants. Loans to subsidiaries under the Credit Agreement will be unconditionally guaranteed by Corning.
The Credit Agreement provides for customary events
of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to perform or observe
covenants, bankruptcy or insolvency events and change of control. Upon the occurrence of an event of default, the obligations of the lenders
to make advances may be terminated and the Company’s obligation to repay advances may be accelerated.
At the time of the Credit Agreement was executed,
there were no borrowings outstanding under the Existing Credit Agreement and there are no amounts outstanding under the Credit Agreement.
From time to time, certain of the lenders under
the Credit Agreement and their affiliates provide customary commercial and investment banking services to the Company.
The foregoing description of the material terms
of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, which is attached as Exhibit 10.1 to this report
and incorporated herein by reference.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
As described in Item 1.01 of this report, which
is incorporated by reference into this Item 1.02, the Credit Agreement replaces the Existing Credit Agreement.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this
report is incorporated by reference into this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
10.1 Credit Agreement dated as of July 28, 2025, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for such lenders.
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 hereunto duly authorized.
Dated: July 30, 2025
| |
CORNING INCORPORATED |
|
| |
|
|
|
| |
By: |
/s/ Melissa J. Gambol |
|
| |
|
Melissa J. Gambol |
|
| |
|
Vice President and Corporate Secretary |
|
