SEC Company Response from CORNING (GLW) — Jun 20, 2025
CORNING INC /NY (GLW) (CIK 0000024741)
Date: June 20, 2025 · CIK: 0000024741 · Accession: 0001206774-25-000426
AI Filing Summary & Sentiment
File numbers found in text: 001-03247
Referenced dates: June 9, 2025
Letter
VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Manufacturing Attention: Melissa Gilmore and Kevin Woody Re: Corning Incorporated Form 10-Q for the Period Ended March 31, 2025 Filed May 2, 2025 File No. 001-03247
Dear Ms. Gilmore and Mr. Woody:
We are responding to the comment from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in the letter dated June 9, 2025 to Mr. Edward Schlesinger of Corning Incorporated (the “Company”, “Corning”, “we” or “our”), relating to the above-referenced filing. The Staff’s comment is set forth below in bold, followed by our related response. For ease of reference, we have divided our response into sections (a) and (b) to address each portion of the Staff’s comment.
All terms used but not defined herein have the meanings assigned to such terms in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.
Form 10-Q for the Period Ended March 31, 2025
Notes to Consolidated Financial Statements, page 18
1. We note that you report on and utilize constant-currency reporting for core performance measures which uses internally derived long-term management estimates for exchange rates, which are closely aligned with the Company’s hedging instrument rates. We further note that effective January 1, 2025, management updated the constant-currency rates and the updated rates were applied prospectively beginning with reporting periods in 2025. Please explain to us why you believe using internal exchange rates rather than the actual difference between the exchange rates during the periods presented is more appropriate and quantify the difference between the rate you used and the actual rates. Additionally, describe for us in more detail your policy for determining the reasonableness of such rates and tell us historically how often you have updated your estimated constant-currency rates.
(a) Please explain to us why you believe using internal exchange rates rather than the actual difference between the exchange rates during the periods presented is more appropriate and quantify the difference between the rate you used and the actual rates.
We appreciate the Staff’s question regarding our constant-currency exchange rates for our core performance measures. Corning operates globally, with significant exposure to foreign currency fluctuations. To mitigate this exposure and stabilize the economic impact of currency volatility on
Corning Incorporated
our operations, we have implemented a robust hedging program utilizing hedging instruments, including, but not limited to, foreign exchange forward or option contracts and foreign denominated debt.
Aligned with this hedging program, Corning utilizes constant-currency reporting for its core performance measures. For constant-currency reporting, we use internally derived long-term management-determined rates (referred to as our “core rates”) which are based on the exchange rates of our hedging instruments on a blended basis (referred to as our “hedge rates”). By using our hedge rates rather than spot rates when presenting core performance metrics, we aim to present financial results that reflect the economic impact of our hedging actions and remove the volatility associated with currency fluctuations. Importantly, this approach provides stakeholders with insight into the way that management assesses performance and allocates resources, including employee, financial and/or capital resources. Core performance measures also serve as a basis for a portion of management’s annual and long-term compensation, further demonstrating their importance in evaluating our operations. We believe that sharing these measures, calculated using our core rates, offers investors a clearer and more comparable representation of our operating results, and over a longer term. In contrast, constant-currency reporting using actual spot rates typically focuses on short-term comparisons and would not incorporate the economic substance of our hedging program. We also believe that this methodology provides investors with added transparency into how Corning manages the impact of foreign currency exchange rate volatility.
The following table presents the difference between our 2025 core rates as compared to the average spot rates for the three months ended March 31, 2025.
Currency Japanese
yen South
Korean won Chinese
yuan New Taiwan
dollar Euro Mexican peso
Q1 2025 Core rate ¥120 ₩1,250 ¥6.9 NT$31 €0.88 MX$21
Actual Q1 2025 average spot rate ¥149.1 ₩1,458.3 ¥7.25 NT$32.99 €0.93 MX$20.25
Difference ¥29.1 ₩208.3 ¥0.35 NT$1.99 €0.05 MX($0.75)
Difference % 24.3% 16.7% 5.1% 6.4% 5.7% (3.6%)
(b) Additionally, describe for us in more detail your policy for determining the reasonableness of such rates and tell us historically how often you have updated your estimated constant-currency rates.
Our policy is to set our core rates to align with the hedge rates calculated from the hedging instruments we have in place. We believe it is reasonable to use rates derived from our hedging instruments.
Since first utilizing this approach to constant-currency reporting in 2013, we have updated our core rates effective January 1, 2015 and January 1, 2018, as well as our most recent update, effective January 1, 2025.
Corning Incorporated
In future filings, we will enhance our disclosures regarding our core rates used in our constant-currency reporting to clarify how we determine our core rates. Specifically, we will include the following in future filings that contain constant-currency adjustments:
“The constant-currency rates established for core performance measures are internally derived long-term management-determined rates, primarily based on the exchange rates of our hedging instruments, on a blended basis, used to mitigate foreign currency exchange exposure. These hedging instruments may include, but are not limited to, foreign exchange forward or option contracts and foreign denominated debt.”
* * * * *
Please direct questions regarding this response to me at (607) 974-5843.
Sincerely,
/s/ Edward A. Schlesinger
Show Raw Text
CORRESP
1
filename1.htm
Corning
Incorporated
Corning,
NY 14831
t
607-974-9000
www.corning.com
June
20, 2025
VIA
EDGAR TRANSMISSION
Division
of Corporation Finance
Office
of Manufacturing
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Attention:
Melissa Gilmore and Kevin Woody
Re:
Corning Incorporated
Form 10-Q for the Period Ended March 31, 2025
Filed May 2, 2025
File No. 001-03247
Dear
Ms. Gilmore and Mr. Woody:
We
are responding to the comment from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) in the letter dated June 9, 2025 to Mr. Edward Schlesinger of Corning Incorporated (the
“Company”, “Corning”, “we” or “our”), relating to the above-referenced filing. The Staff’s
comment is set forth below in bold, followed by our related response. For ease of reference, we have divided our response into
sections (a) and (b) to address each portion of the Staff’s comment.
All
terms used but not defined herein have the meanings assigned to such terms in the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2025.
Form
10-Q for the Period Ended March 31, 2025
Notes
to Consolidated Financial Statements, page 18
1. We
note that you report on and utilize constant-currency reporting for core performance measures
which uses internally derived long-term management estimates for exchange rates, which are
closely aligned with the Company’s hedging instrument rates. We further note that effective
January 1, 2025, management updated the constant-currency rates and the updated rates were
applied prospectively beginning with reporting periods in 2025. Please explain to us why
you believe using internal exchange rates rather than the actual difference between the exchange
rates during the periods presented is more appropriate and quantify the difference between
the rate you used and the actual rates. Additionally, describe for us in more detail your
policy for determining the reasonableness of such rates and tell us historically how often
you have updated your estimated constant-currency rates.
(a) Please
explain to us why you believe using internal exchange rates rather than the actual difference
between the exchange rates during the periods presented is more appropriate and quantify
the difference between the rate you used and the actual rates.
We
appreciate the Staff’s question regarding our constant-currency exchange rates for our core performance measures. Corning operates
globally, with significant exposure to foreign currency fluctuations. To mitigate this exposure and stabilize the economic impact of
currency volatility on
Corning Incorporated
our operations, we have implemented a robust hedging program utilizing hedging instruments, including, but not
limited to, foreign exchange forward or option contracts and foreign denominated debt.
Aligned
with this hedging program, Corning utilizes constant-currency reporting for its core performance measures. For constant-currency reporting,
we use internally derived long-term management-determined rates (referred to as our “core rates”) which are based on the
exchange rates of our hedging instruments on a blended basis (referred to as our “hedge rates”). By using our hedge
rates rather than spot rates when presenting core performance metrics, we aim to present financial results that reflect the economic
impact of our hedging actions and remove the volatility associated with currency fluctuations. Importantly, this approach provides
stakeholders with insight into the way that management assesses performance and allocates resources, including employee, financial and/or
capital resources. Core performance measures also serve as a basis for a portion of management’s annual and long-term compensation,
further demonstrating their importance in evaluating our operations. We believe that sharing these measures, calculated using our core
rates, offers investors a clearer and more comparable representation of our operating results, and over a longer term. In contrast, constant-currency
reporting using actual spot rates typically focuses on short-term comparisons and would not incorporate the economic substance of our
hedging program. We also believe that this methodology provides investors with added transparency into how Corning manages the impact
of foreign currency exchange rate volatility.
The
following table presents the difference between our 2025 core rates as compared to the average spot rates for the three months ended
March 31, 2025.
Currency
Japanese
yen
South
Korean won
Chinese
yuan
New
Taiwan
dollar
Euro
Mexican
peso
Q1
2025 Core rate
¥120
₩1,250
¥6.9
NT$31
€0.88
MX$21
Actual
Q1 2025 average spot rate
¥149.1
₩1,458.3
¥7.25
NT$32.99
€0.93
MX$20.25
Difference
¥29.1
₩208.3
¥0.35
NT$1.99
€0.05
MX($0.75)
Difference
%
24.3%
16.7%
5.1%
6.4%
5.7%
(3.6%)
(b) Additionally,
describe for us in more detail your policy for determining the reasonableness of such rates
and tell us historically how often you have updated your estimated constant-currency rates.
Our
policy is to set our core rates to align with the hedge rates calculated from the hedging instruments we have in place. We believe it
is reasonable to use rates derived from our hedging instruments.
Since
first utilizing this approach to constant-currency reporting in 2013, we have updated our core rates effective January 1, 2015 and January
1, 2018, as well as our most recent update, effective January 1, 2025.
Corning Incorporated
In
future filings, we will enhance our disclosures regarding our core rates used in our constant-currency reporting to clarify how we determine
our core rates. Specifically, we will include the following in future filings that contain constant-currency adjustments:
“The
constant-currency rates established for core performance measures are internally derived long-term management-determined rates, primarily
based on the exchange rates of our hedging instruments, on a blended basis, used to mitigate foreign currency exchange exposure. These
hedging instruments may include, but are not limited to, foreign exchange forward or option contracts and foreign denominated debt.”
* * * * *
Please
direct questions regarding this response to me at (607) 974-5843.
Sincerely,
/s/ Edward A. Schlesinger
Executive Vice President and Chief Financial Officer
cc:
Wendell P. Weeks, Chairman and Chief Executive Officer
Lewis A. Steverson, Vice Chairman, Executive Vice President
and Chief Legal & Administrative Officer
Michaune Tillman, Senior Vice President and General
Counsel
Stefan Becker, Senior Vice President, Finance and Corporate
Controller
Marco Carducci, PricewaterhouseCoopers LLP