SEC Comment Letter for CORNING (GLW) — Mar 31, 2017
CORNING INC /NY (GLW) (CIK 0000024741)
Date: March 31, 2017 · CIK: 0000024741 · Accession: 0000000000-17-010797
AI Filing Summary & Sentiment
Letter
Mail Stop 4628 March 31, 201 7 Via E-Mail R. Toney Tripeny Senior Vice President and Chief Financial Officer Corning Inc. One Riverfront Plaza Corning, NY 14831
Re: Corning Inc. Form 10-K for the Fiscal Year Ended December 12 , 2016 Filed February 6, 2017 File No. 1-3247
Dear Mr. Tripeny :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. On page 89, you identify Samsung Display Co. Ltd. as a significant customer. Samsung Electronics’ website and news articles report that Samsung sells its products in Syria and Sudan. One article reports that Samsung sold Galaxy Note 7 phones in Syria, and another article reports that Samsung’s Galaxy Note 7 contains Corning Gorilla Glass 5. Syria and Sudan are designated by the State De partment as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliat es, customers, distributors, resellers, or other direct or indirect arrangements. In this regard, tell us whether Samsung Display Co. Ltd. or other Samsung entities sell products in Syria or Sudan that incorporate your products, components or technology. You should describe any products, components, technology
R. Toney Tripeny Corning Inc. March 31, 2017 Page 2
or services you have provided to Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements or other contacts with the governments of those countries or entities they contro l.
2. Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitat ive terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies t hat have operations associated with Syria and Sudan.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 March 31, 201 7 Via E-Mail R. Toney Tripeny Senior Vice President and Chief Financial Officer Corning Inc. One Riverfront Plaza Corning, NY 14831 Re: Corning Inc. Form 10-K for the Fiscal Year Ended December 12 , 2016 Filed February 6, 2017 File No. 1-3247 Dear Mr. Tripeny : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. On page 89, you identify Samsung Display Co. Ltd. as a significant customer. Samsung Electronics’ website and news articles report that Samsung sells its products in Syria and Sudan. One article reports that Samsung sold Galaxy Note 7 phones in Syria, and another article reports that Samsung’s Galaxy Note 7 contains Corning Gorilla Glass 5. Syria and Sudan are designated by the State De partment as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliat es, customers, distributors, resellers, or other direct or indirect arrangements. In this regard, tell us whether Samsung Display Co. Ltd. or other Samsung entities sell products in Syria or Sudan that incorporate your products, components or technology. You should describe any products, components, technology R. Toney Tripeny Corning Inc. March 31, 2017 Page 2 or services you have provided to Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements or other contacts with the governments of those countries or entities they contro l. 2. Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitat ive terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies t hat have operations associated with Syria and Sudan. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Pamela Long Assistant Director Division of Corporation Finance