SecProbe.io

May 22 , 2014

Via E -mail
Mr. James B. Flaws
Chief Financial Officer
Corning Incorporated
One Riverfront Plaza
Corning , New York 14831

RE: Corning Incorporated
Form 10-K for the Year E nded December  31, 2013
Filed February 10, 2014
Form 10 -Q for the Period Ended March 31 , 201 4
Filed April 28, 2014
  File No. 1-3247

Dear Mr. Flaws :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advi sing 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, 2013

General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like.  These
revisions should be included in your future filings, including your interim filings.

Mr. James B. Flaws
Corning Incorporated
May 2 2, 2014
Page 2

 Management’s Discussion and Analysis

General

2. As presented in your Consolidated Statements of Comprehensive Income on page 79, we
note that the components of other comprehensive income have materially impacted total
comprehensive income for each period presented, mainly due to foreign currency
translations and una mortized gains (losses) and prior service costs for postretirement
benefits.  Please expand your discussion and analysis to provide a comprehensive
discussion and analysis of the foreign currencies and transactions generating the foreign
currency adjustmen ts as well as the underlying causes for the changes in the amounts
recognized for postretirement benefits.

Overview, page 26

3. As indicated in Note 13 on page 114, we note that pension expense decreased from $280
million for the year ended December 31, 20 12 to $7 million for the year ended December
31, 2013.  Please address the need to discuss this significant decrease in your overview
section of MD&A and to the extent material, the impact this decrease had on the
individual expense line items in which pension expense is reflected.

Net Sales, page 28

4. Please separately quantify the dollar impact to sales that resulted from (i) volume
discounts, (ii) price declines , and (ii i) the depreciation of the Japenese yen in your
Display Technologies segment.  Please  address this comment as it relates to your Display
Technologies segment discussion of results of operations.

Provision for Income Taxes, page 33

5. In a manner similar to the information provided in your Form 10 -K for the year ended
December 31, 2012, plea se expand your disclosures to address the character and amount
of income/profit required to fully realize your deferred tax assets related to your federal
net operating loss and credit carryforwards as of December 31, 2013.

Other Income, Net, page 33

6. You recorded a net gain related to the changes in the fair value of your purchased collars
and average rate forward contracts of $435 million during the year ended December 31,
2013, which represented approximately 18% of your income before income taxes.  Pl ease
expand your disclosures to better discuss the factors that resulted in such a significant
change in the fair value of these contracts.  We note that these contracts were entered into
in 2013.

Mr. James B. Flaws
Corning Incorporated
May 2 2, 2014
Page 3

Core Earnings, page 36

7. Please disclose the amount of pen sion expense that is reflected in your measurement of
core earnings for each period presented.

Reportable Segments, page 39

8. Your segment discus sion and analysis only refers to non -GAAP amounts.  Pursuant to
Item 10(e) of Regulation S -K, we remind you tha t more prominence should not be given
to non -GAAP fina ncial measures compared to GAAP financial measures.  In this regard,
please revise your discussion and analysis to first provide a discussion of the
corresponding GAAP amounts for each segment ensuring equal prominence to that of
your non -GAAP amounts.

Cash Flows, page 50
2013 vs. 2012, page 50

9. You indicate that the unfavorable impact of changes in working capital from 2012 to
2013 was the results of higher incentive payments, an increase in foreign t ax payments ,
and an increase in fiber inventory in the Optical Communications segment.  Please
quantify these amounts and discuss the underlying causes for these increases.

Financial Statements

Notes to the Financial Statements

Note 7.  Investments
Affiliated Companies at Equity, page 101
Total Estimated Liability for the Amended PCC Plan and  the Non -PCC Asbestos Claims, page
106

10. The liability for the Amended PCC Plan and other asbestos lit igation was estimated to be
$690  million at December  31, 201 3.  We note that under the PCC Plan of Reorganization
you would be required to contribute $290 million in a fixed series of payments and that
you recorded an additional $150 million for other asbestos litigation.  Please better clarify
in your disclosures what the remai ning components are of this $690  million.  In addition,
if there is a reasonable possibility that a loss exceeding amounts already recognized may
have been incurred, please either disclose an estimate (or, if true, state that the estimate is
immaterial in lieu of providing quantified amounts) of the additional loss or range of loss,
or state that such an estimate cannot be made.   Please refer to ASC 450 -20-50.

Mr. James B. Flaws
Corning Incorporated
May 2 2, 2014
Page 4

 Note 13.  Employee Retirement Plans, page 112

11. We note that you have domestic a nd international pension plans for which you provide
separate disclosures for in regards to the weighted average assumptions used.  Please tell
us what consideration you gave to providing the other plan disclosures separately for
domestic and international  plans in a similar manner.  Refer to ASC 715 -20-50-4.

Form 10 -Q for the Period Ended March 31, 2014

Note 5.  Income Taxes, page 12

12. During your earnings call held on April 28, 2014, it was noted that you have some cash
strategies to bring more cash back  to the U. S later this year.  However, your disclosures
indicate that you continue to indefinitely reinvest substantially all of your foreign
earnings, with the exception of approximately $7 million of current earnings in 2014 and
your current analysis ind icates that you have sufficient U.S.  liquidity, including
borrowing capacity, to fund foreseeable U.S. cash needs without requiring the
repatriation of foreign cash.   Please advise  and help us understand how you were able to
conclude that you will continue to indefinitely reinvest substantially all of your foreign
earnings.  Refer to A SC 740 -30-25-17.

Note 10.  Acquisition, page 15

Acquisition of remaining interests in Samsung Co rning Precision Materials (page 15) –

13. Please help us better understand how you arrived at the $394 million gain to be recorded
related to your previously held investment in Samsung Corning Precision Materials
pursuant to ASC 805 -10-25-10 and expand your disclosures to better discuss how this
gain was determined .

14. You recognized a loss of $320 million related to the effective settlement of a pre -existing
contract with Samsung Corning Precision Materials.  Please help us better understand
what the $136 million labeled as settlement of pre -existing contract represents, which is
reflected as part of the total consideration.  Expand your disclosures to clarify.  Refer to
ASC 805 -10-55-20 through 55 -23.

15. We note that you received a dividend of a pproximately $1.6 billion from Samsung
Corning Precision Materials which was distributed subsequent to your acquisition of the
remaining equity interests of the affiliate.  In this regard, please address the following:
 Please help us better understand how you determined the appropriate presentation for
this amount on your statement of cash flows pursuant to ASC 230.  In this regard, we
note that this entity was a consolidated subsidiary at the time you received this
dividend.  It is not clear why a dividend  received from a consolidated subsidiary
would be reflected on your consolidated statement of cash flows;

Mr. James B. Flaws
Corning Incorporated
May 2 2, 2014
Page 5

  Please help us understand why the cash related to the dividend would not be reflected
in the cash and cash equivalents amount on page 17 as part of yo ur purchase price
allocation given that the dividend was not paid until after the acquisition;
 If you determine the inclusion of this dividend in your consolidated cash flows is
appropriate, please address how you determined it was appropriate to reflect t his
dividend in cash flows from operating activities versus investing activities pursuant to
ASC 230, including your consideration of whether this represents a return on your
investment or a return of your investment; and
 Please help us understand why the dividend paid to Samsung Display would not be
reflected on the statement of cash flows.

Note 16.  Shareholders’ Equity

Fixed Rate Cumulative Convertible Preferred Stock, Series A, page 23

16. Please disclose the nature of the dilution adjustments that would  impact the conversion
rate of the preferred stock.  Please also tell us what consideration you gave to these
dilution adjustments in determining the appropriate accounting for the preferred stock
pursuant to ASC 815 -40 and ASC 470 -20.

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 company and its manageme nt 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 company
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.

Mr. James B. Flaws
Corning Incorporated
May 2 2, 2014
Page 6

 You may contact Edward M. Kelly, Attorney,  at (202) 551 -3728  or, in his absence, Erin
Jaskot, Attorney, at (202) 551 -3442  if you have any questions regarding legal matters.  Please
contact Nudrat Salik, Staff Accountant, at (202) 551 -3692  or, in her absence, Jeanne Baker ,
Assistant Chief  Accountant, at (202) 551 -3691 if you have questi ons regarding comments on the
financial statements and related matters.

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief