8-KMaterial AgreementsRegulation FD

CORNING INC /NY 8-K Report, Material Agreement (Mar 4, 2014)

Filed March 4, 2014For Securities:GLW

Summary

Corning Incorporated (GLW) has filed an 8-K report detailing a significant share repurchase initiative. On March 3, 2014, the company entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. for approximately $1.25 billion. This ASR is part of a previously approved $2 billion repurchase program that became effective after Corning's full acquisition of Samsung Corning Precision Materials Co., Ltd. in January 2014. The immediate delivery of shares and the structure of the ASR indicate Corning's proactive approach to returning capital to shareholders and managing its stock price. The transaction involves an initial payment of $1.25 billion, with an initial delivery of approximately 52.5 million shares. The final number of shares repurchased will be determined based on market prices over a defined period, with potential adjustments. This substantial buyback signals management's confidence in the company's financial position and its commitment to enhancing shareholder value. Investors should note that the final settlement is expected in the second quarter of 2014.

Key Highlights

  • 1Corning entered into an Accelerated Share Repurchase (ASR) agreement for approximately $1.25 billion with Citibank, N.A.
  • 2This ASR is part of a larger $2 billion share repurchase program approved in October 2013, effective upon the acquisition of Samsung Corning Precision Materials.
  • 3The acquisition of Samsung Corning Precision Materials closed on January 15, 2014, triggering the share repurchase program.
  • 4Corning will pay $1.25 billion to Citibank on March 4, 2014.
  • 5Corning will receive an initial delivery of approximately 52.5 million shares of its common stock on March 4, 2014.
  • 6The final number of shares repurchased will be determined based on the average daily volume-weighted average price of Corning's common stock during a repurchase period, less a discount and subject to adjustments.
  • 7Final settlement of the ASR is expected in the second quarter of 2014.

Frequently Asked Questions

This 8-K filing primarily serves to disclose Corning Incorporated's entry into a material definitive agreement, specifically an accelerated share repurchase (ASR) agreement, and to furnish a related press release.

Corning is entering into an ASR for approximately $1.25 billion. This is part of a larger $2 billion share repurchase program that was approved in October 2013 and became effective on January 15, 2014, following the closing of its acquisition of Samsung Corning Precision Materials Co., Ltd.

Corning will pay $1.25 billion on March 4, 2014, and will receive an initial delivery of about 52.5 million shares on the same day. The final number of shares repurchased will be based on the average stock price during a specified repurchase period, subject to adjustments. Final settlement is anticipated in the second quarter of 2014.

The significant share repurchase signals the company's confidence in its financial health and its commitment to returning value to shareholders. By reducing the number of outstanding shares, it can potentially increase earnings per share and support the stock price.