SecProbe.io

CORRESP
 1
 filename1.htm

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-001

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 April
10, 2026

 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 February 26, 2026 to Mr. Edward Schlesinger of Corning Incorporated (the "Company",
"Corning", "we" or "our"), relating to the above-referenced filing and the Company's prior
response letters dated (i) June 20, 2025 in response to the Staff's letter dated June 9, 2025, (ii) July 14, 2025 in response to
the Staff's letter dated July 1, 2025, and (iii) September 25, 2025 in response to Staff's letter dated August 27, 2025.
The Staff's comment is set forth below in bold, followed by our related response.

 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 or the Company's prior response letters, as applicable.

 Pursuant
to 17 C.F.R. §200.83 ("Rule 83"), the Company requests confidential treatment for certain portions of this letter that
have been redacted from the version filed via the SEC's EDGAR system and marked with "[***] - INFORMATION OMITTED AND PROVIDED
UNDER SEPARATE COVER TO THE STAFF PURSUANT TO RULE 83 (17 C.F.R. §200.83)," and that such information be maintained in confidence,
not be made part of any public record and not be disclosed to any person, including in response to any request under the Freedom of Information
Act, 5 U.S.C. § 552. An unredacted version of this letter is being provided to the SEC under a separate cover along with the request
for confidential treatment under Rule 83.

 Response
Letter dated February 26, 2026

 Response
to Comment 1

 1. We
note your response to prior comment 1 regarding the constant-currency adjustment made in calculating your non-GAAP
core performance measures. We also note that this

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-002

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 adjustment is
 based on long-term management-determined rates, which are closely aligned with your hedging instrument rates.
 Please revise to remove this non-GAAP adjustment as it appears to be inconsistent with Rule 100(b) of Regulation G.

 The
Company has engaged in an extensive written and verbal dialogue with the Staff regarding the constant-currency adjustment used in calculating
its non-GAAP core performance measures, which utilizes core rates derived from the weighted average of the Company's hedge rates.
The Company believes this adjustment has provided, and continues to provide, meaningful supplemental information to investors by illustrating
operating performance within a stable currency environment similar to the environment established by the Company's foreign currency
risk management program.

 However,
the Company has considered the perspective communicated by the Staff during our ongoing discussions regarding the presentation of the
constant-currency adjustment, specifically the Staff's view that applying hedge-derived rates to total foreign currency exposure,
where hedge coverage may be less than 100% could be inconsistent with Rule 100(b) of Regulation G. While the Company respectfully maintains
that its presentation was not designed or intended to suggest that all foreign currency exposures were fully hedged, in future filings
the Company will no longer use this non-GAAP adjustment.

 Accordingly,
as discussed with the Staff during a call on March 19, 2026, in future filings the Company will use a new non-GAAP adjustment as described
and set forth in further detail below.

 Proposed
New Presentation

 The
Company continues to believe that it is useful to provide meaningful supplemental information to investors illustrating operating performance
within the environment established by the Company's foreign currency risk management program. The proposed new presentation will
include a new non-GAAP adjustment for hedged exposures. In calculating its adjustment for hedged exposures, the Company will apply its
hedge rates only to the hedged portion of its foreign currency exposure. The remaining unhedged portion will not be adjusted and will
continue to be reflected at the exchange rates used in the Company's GAAP results during the reporting period. This results in non-GAAP
core performance measures that include an adjustment for the hedged foreign currency exposure measured at hedge rates (the "hedged
component") and will not include an adjustment for the unhedged foreign currency exposure (the "unhedged component"),
which remains fully reflected in such core measures in the same manner it is reflected in the most directly comparable GAAP measure.
The unhedged component is measured in accordance with ASC 830 and remains in the base GAAP numbers. Management believes the adjustment
for hedged exposures provides investors with useful supplemental information regarding operating performance that is aligned with the
environment established by the Company's foreign currency risk management program while providing transparency regarding the extent to
which foreign currency exchange rate movements are mitigated by that program.

 The
Company believes that this new presentation is responsive to the Staff's concerns regarding Rule 100(b) of Regulation G. By limiting
application of the adjustment to the hedged component and not adjusting the unhedged component, the revised presentation more precisely
aligns the non-GAAP methodology with the scope of the Company's hedging program, consistent with the Company's existing disclosure that
it may not be 100% hedged.

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-003

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 In
addition to disclosure explaining the new presentation, in future filings, the Company will separately disclose, for each relevant foreign
currency, the portion of underlying foreign currency exposure that is hedged under the Company's foreign currency risk management program
for the period presented. As a result, the new presentation will include enhanced disclosure regarding the percentage of exposure hedged
by currency, providing investors with direct visibility into the extent of hedge coverage, which underlies the new adjustment for hedged
exposures.

 The
treatment of other hedging-related adjustments in our core performance measures, including translation gains or losses on foreign-denominated
debt and translated earnings contract gains or losses, remains consistent with prior practice. Specifically, the realized and unrealized
gains or losses from our derivative and non-derivative hedging instruments are excluded from our core performance measures in our GAAP
to core reconciliation because the adjustment for hedged exposures already reflects the underlying currency rates related to these instruments.
This ensures that the impact of these items is reflected only once and that there is no double counting between the adjustment for hedged
exposures and these items.

 For
the Staff's reference, pro forma example disclosure regarding the new presentation reflecting the Company's proposed new
adjustment is attached as Appendix A . Please note that in the interest of promptly responding to the Staff, certain estimates
for the quarter ended March 31, 2026 have been used in the preparation of the illustrative excerpts in Appendix A as the Company's
first quarter financial books are not yet closed.

 To
provide the Staff with additional context for the pro forma adjustments for hedged exposures that you will see in the presentation set
forth in Appendix A, we have also provided the tables below, which reflect the underlying calculations for the adjustments.

 The
calculations underlying the adjustment for hedged exposures used in the calculation of core net sales is reflected below on a pro forma
basis:

 Pro
 Forma Q1 2026 Core Net Sales Adjustment for Hedged Exposures Calculation

 A
 B
 C
 D
 = (A/B)-
(A/C)
 E
 D*E

 Currency
 Core
 Net Sales
 Currency
 Exposure
 (millions)
 Hedge

 Rate
 GAAP

 Spot Rate
 Adjustment
 for
 Total Exposure
 (millions)
 Percentage

 of Total
 Exposure
 Hedged
 Core
 Net Sales
Adjustment for
Hedged Exposures

 JPY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]

 [***]%
 $[***]

 KRW
 ₩[***]
 ₩[***]
 ₩[***]
 $[***]

 [***]%
 $[***]

 CNY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]

 [***]%
 $[***]

 TWD
 NT$[***]
 [***]
 [***]
 $[***]

 [***]%
 $[***]

 EUR
 €[***]
 €[***]
 €[***]
 $[***]
 [***]%
 $[***]

 MXN
 MXN[***]
 [***]
 [***]
 $[***]
 [***]%
 $[***]

 $[***]
 Total
 $ [***]

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-004

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 The
calculations underlying the adjustment for hedged exposures used in the calculation of core income before income taxes is reflected below
on a pro forma basis:

 Pro
 Forma Q1 2026 Core Income Before Income Taxes Adjustment for Hedged Exposures Calculation

 A
 B
 C
 D
 = (A/B)-
 (A/C)
 E
 D*E

 Currency
 Core
 Income
 Before
 Income Taxes
 Currency
 Exposure
 (millions)
 Hedge

Rate
 GAAP

Spot Rate
 Adjustment
for
 Total Exposure
 (millions)
 Percentage

 of
Exposure
 Hedged
 Core
Income
Before Income
Taxes Adjustment
 for Hedged
 Exposures

 JPY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]

 [***]%
 $[***]

 KRW
 ₩[***]
 ₩[***]
 ₩[***]
 $[***]
 [***]%
 $[***]

 CNY
 ¥[***]
 ¥[***]
 ¥[***]
 $[***]
 [***]%
 $[***]

 TWD
 NT$[***]
 NT$[***]
 NT$[***]
 $[***]
 [***]%
 $[***]

 EUR
 €[***]
 €[***]
 €[***]
 $[***]
 [***]%
 $[***]

 MXN
 MXN[***]
 MXN[***]
 MXN[***]
 $[***]

 [***]%
 $[***]

 $[***]
 Total
 $ [***]

 The
adjustment for core income before income taxes is then tax effected and divided by the diluted weighted average shares outstanding to
result in the adjustment used for core earnings per share, consistent with the approach used in our prior constant-currency adjustment,
which we describe further in our letter dated September 25, 2025.

 To
provide the Staff with further context in comparing the adjustment for hedged exposures to our prior constant-currency adjustment, below
we have presented our pro forma core performances measures for the three months ended March 31, 2026, reflecting (i) the prior constant-currency
adjustment and (ii) the new adjustment for hedged exposures.

 Three
 months ended
March 31, 2026

 Constant-
Currency

 Adjustment
 Adjustment

 for Hedged
 Exposures

 Impact
 of
 Change

 Core net sales
 $[***]
 $[***]

 $[***]

 Core net income
 $[***]
 $[***]

 $[***]

 Core earnings
 per share
 $[***]
 $[***]

 $[***]

 The
Company intends to implement the revised presentation on a prospective basis. Out of respect for the Staff's review process, the
Company does not plan to include the revised presentation in a document filed with the SEC or otherwise publicly disclosed until the
Staff has had the opportunity to evaluate this response and share any additional feedback or questions it may have.

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-005

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 If
the Staff has additional questions or would find it helpful to discuss the revised presentation in more detail, we would be pleased to
arrange a follow-up call at the Staff's convenience.

 *
* * * *

 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

 Joel Trotter, Latham & Watkins LLP

 Corning
 Incorporated
 Corning,
 NY 14831
 t
 607-974-9000

 www.corning.com

 Confidential treatment requested by Corning Incorporated

 GLW-006

 [***] - Information omitted and provided under separate cover
to the Staff pursuant to Rule 83 (17 C.F.R. §200.83)

 Appendix
A

 Pro-Forma
First Quarter 2026 Presentation and Disclosure

 CORE
PERFORMANCE MEASURES

 In
managing the Company and assessing our financial performance, we supplement certain measures included in our consolidated financial statements
by excluding specific items to arrive at non-GAAP financial measures (our "core performance measures"). Core performance measures
include an adjustment for hedged exposures to adjust for the impact of the Company's foreign currency risk management program with
respect to certain foreign currency exchange rate movements. Core performance measures also exclude effects of foreign currency exchange
rate movements and items that are non-recurring or otherwise unrelated to the Company's ongoing operations. These measures are intended
to supplement, and should not be viewed as a substitute for, the Company's GAAP financial measures.

 Management
uses core performance measures, together with GAAP financial measures, to evaluate operating performance, make financial and operational
decisions, and allocate resources. Management believes that core performance measures, when considered together with the Company's GAAP
results, provide investors with useful supplemental information by facilitating a functional view of operating results and providing
additional insight into factors and trends affecting the Company's performance.

 Items
excluded from certain core performance measures include realized and unrealized gains and losses on our undesignated foreign exchange
forward or option contracts and cross-currency swaps, which we refer to as our translated earnings contracts, and on the translation
of our foreign-denominated debt. Other excluded items include acquisition-related costs, certain discrete tax items and other tax-related
adjustments, restructuring, impairment and other charges and credits, certain litigation, regulatory and other legal matters, pension
mark-to-market adjustments, and other items that do not reflect the ongoing operating results of the Company.

 Effective
January 1, 2026, core performance measures also include an adjustment for hedged exposures. Because a significant portion of the Company's
revenues and expenses are denominated in currencies other than the U.S. dollar the Company maintains a foreign currency risk management
program whereby it hedges its foreign currency exposure to the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican
peso and euro. Management utilizes an adjustment for hedged exposures for the Optical Communications, Display, Specialty Materials, Automotive
and Life Sciences segments to adjust for the