SecProbe.io

May 7, 2013

Via E -mail
Mr. James B. Flaws
Vice Chairman and Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831

RE: Corning Incorporated
Form 10 -K for the Year ended December 31, 201 2
Filed February 13, 2013
File No. 1 -3247

Dear Mr. Flaws :

We have reviewed your filing an d have the following comments. We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.   In some of our comments, we may ask you to
provide us with information so we may better under stand your disclosure.

Please respond to this letter within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances,  please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2012

General

1. Where a comment below requests additional disclosures or other revisions to be made,
these revisions should be included in your future filings, including your interim filings, if
applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17

Results of Operations, page 19

2. Please provide a more detailed analysis of the factors that impact your operations,
including a complete discussion of known or anticipated trends that may continue to have

Mr. Flaws
Corning Incorporated
May 7, 2013
Page 2

 an impact on sales, profit margins, selling, general and administrative expenses, etc.
Your discussion and analysis should provide investors with sufficient information to
understand the historical trends and the expectations for the future as seen through the
eyes of management.  We noted the following iss ues with regard to your discussion:

 On page 19 you disclose that sales in the Specialty Materials segment increased by
double -digits due to the strong demand for Corning Gorilla Glass.  On page 24 you
disclose that within your Display Technologies segment  retail demand for larger -
sized LCD televisions drove a double -digit increase in volume.  Describing your
growth as “double digit” is ambiguous and could imply growth between 10% and
99%.  Please quantify percentages, rather than describing amounts as “dou ble digit.”
 On page 24 you disclose that the Display Technologies segment’s decrease in net
sales in 2012 reflects significant price declines which occurred in the fourth quarter of
2011 and the first quarter of 2012.  You further indicate the increase in volume
resulting from retail demand for your larger -sized LCD televisions “slightly offset”
the price declines.  Please expand your disclosures to quantitatively describe the
dollar impact that price and volume variances had on Display Technologies’ net sa les.
 On page 25 you disclose that net sales for the Telecommunications segment were up
slightly for 2012 as compared for 2011 and you disclose the contributing fac tors.
Please quantify the impact of each contributing factor that you identify.
 On page 2 6 you disclose that  net sales of the Environmental Technologies segment
declined, in part, due to  the negative impact of foreign exchange rate movements .
Please quantify the impact that foreign exchange rates had  on Environmental
Technologies’ net sales a nd results of operations.

The above examples are only meant to highlight areas where additional information
would have been beneficial to investors.  Please address these comments as they relate to
your consolidated and segment results of operations.  Re fer to Section 501.04 of the
Financial Reporting Codification and SEC Release 33 -8350 for guidance.  Please show
us in your supplemental response what the revisions will look like in future filings.

Cash Flow s, page 29

2012 vs. 2011

3. You indicate that a  net positive change in working capital effected operating cash flow.
Please expand your disclosures to discuss the material underlying components of working
capital and the reasons for material changes in these components.  In addition, please
explain ho w the decrease in your accounts payable and other current liabilities from 2011
to 2012 as reflected in your consolidated balance sheets resulted in $189 net cash
provided by operations in 2012.

Mr. Flaws
Corning Incorporated
May 7, 2013
Page 3

Corning Incorporated Consolidated Financial Statements, page 45

Note 20  Reportable Segments, page 83

4. Please report the revenues from external customers for each product and service or e ach
group of similar products.  Refer to ASC 280 -10-50-40 for guidance.

5. We note that you have identified your Environmental Technologies reportable segment as
being the result of the aggregation of two operating segments.  In light of the significance
of your Display Technologies segment, please confirm that you do not have op erating
segments underlying this reportable segment.  In addition, in light of your discussion on
page 33 regarding your goodwill impairment testing within the Specialty Metals segment,
please confirm that the businesses you refer to do not meet the defini tion of an operating
segment.  Refer to ASC 280 -10-50-1.   Please provide us with a representative copy of
your monthly CODM reporting packages as well as the financial information that you
regularly provide to your Board of Directors.

Dow Corning Corporation and Subsidiaries Consolidated Financial Statements , page 91

Note 14  Deferred Revenue, page 112

6. We note that under certain long-term product sales agreements, customers were obligated
to purchase minimum quantities of product and make specifi ed payments.  Most of these
product sales agreements extend ed over various periods and prior to 2012 the revenue
associated with the agreements had been recognized using the average sales price o ver
the life of the agreements.  Under the average price meth odology, differences between
amounts invoiced to customers under the agreements and amounts recognized using the
average price methodology were reported as deferred revenue in t he consolidated balance
sheets.  After a series of amendments to the agreements  in 2012, you concluded that
future sales prices were no longer fixed and determinable and discontinued the use of the
average price methodology.  For the year ended December  31, 2012 and periods
thereafter, the revenue associated with these product sales agreements is recognized using
invoice -based pricing with a ratable recognition of existing deferred revenue amounts.
Please address the following:

 Provide us with a representative copy of the 2012 amended agreement.  With
reference to the specific terms of the amended agreement, provide support for your
accounting.  In this regard, please specifically identify the authoritative literature you
are relying on to ratably recognize the existing deferred revenue amounts;
 Quantify the amount of deferred revenu e recognized in 2012 under this new
accounting policy and show us how you determined the appropriateness of the
amount to be recognized; and

Mr. Flaws
Corning Incorporated
May 7, 2013
Page 4

  Quantify the current and long -term portion of your deferred revenues as of December
31, 2012 that relate to these a mended long -term sales agreements .

Form 10 -Q for the Quarter Ended March 31, 2013

Item 1.  Financial Statements, page 3

Note 9  Investments, page 16

7. You indicate under the Equity in Earnings of Affiliated Company section of
Management’s Discussion and Analysis on page 35 that overcapacity at all levels of the
solar industry supply chain resulted in further declines in volume and price at Hemlock.
You further indicate that Dow Corning continues to monitor events and circumstances for
potential triggerin g events for indicators of impairment.  Please confirm that the
undiscounted cash flow analysis performed by Dow Corning’s management in the fourth
quarter of 2012 assumed this further decline in volume and price at Hemlock.  If not,
please address whether  this continued deterioration of financial results is an indicator of
impairment such that the Company must assess whether the carrying amount of its
investment in Dow Corning is recoverable as of March 31, 2013.  Refer to ASC 323 -10-
35-31 and 32.

Item 2.   Management’s Discussion and Analysis, page 32

Reconciliation of Non -GAAP Measures, page 38

8. We note that in the first quarter of 2013 you elected to change your method of
recognizing actuarial gains and losses for your defined benefit pension plans.   You state
that you will recognize the change in the fair value of plan assets in full and net actuarial
gains and losses outside of the corridor annually in the fourth quarter of each year and
whenever the plan is remeasured.    It appears, based on footnote  (8) to your reconciliation
of non -GAAP measures, that you intend to adjust certain of your non -GAAP Core
Performance measures to remove these actuarial gains and losses.  Any future filings
which include such adjustments should include the following disclosu res to ensure
transparency and clarity:

 State qualitatively what the adjustment represents in the context of your pension
accounting policy.   For example, you should clarify how you account for these
actuarial gains or losses in your historical financial statements.
 Provide quantitative context for the actual and expected plan asset
returns.   Specifically, disclose the actual return on plan assets amount and
corresponding percentage that has been removed in arriving at the non -GAAP
financial measure as w ell as the expected return on plan assets amount and related
percentage that is now reflected in the non -GAAP financial measure; and

Mr. Flaws
Corning Incorporated
May 7, 2013
Page 5

  Disclose why management believes the inclusion of this adjustment to your non -
GAAP measure provides useful information to investors.  Refer to Item 10(e)(1)(i)(C)
of Regulation S -K and Item 2.02 of Form 8 -K.

9. As set forth in footnote (3) to your reconciliation of non -GAAP measures, we note that
you eliminate the results of Dow Corning Corporation’s consolidated subsidiary,
Hemlock, to remove the non -operating items and events which have caused severe
unpredictability and instability in earnings over the past eighteen months, and are
expected to continue into the future.  Please address the following:

 Please address the approp riateness of identifying the equity in earnings of Dow
Corning Corporation that relates to Hemlock as non -operating.  Specifically address
how the consolidated results of Hemlock, as reflected in Dow Corning’s consolidated
financial statements, can be cons idered non -operating; and
 Provide support for your statement that the events identified are unrelated to
Hemlock’s core operations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 You may contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence,
Jeanne Baker, Assistant Chief Accountant, at (202) 551 -3691  or, the undersigned Accounting
Branch Chief at (202) 551 -3355 , if you have questions regarding comments on the financial
statements and related matters.

Sincerely,

        /s/ Terence O ’Brien

        Terence O’Brien
        Accounting Branch Chief