GLWCorning Inc.

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 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.

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

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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

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.

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.

GLW-003

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.

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.

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

Exposure

(millions)

Hedge

Rate

GAAP

Spot Rate

Adjustment for

Total Exposure

Percentage of Total

Hedged

Adjustment for

Hedged Exposures

JPY

¥[***]

$[***]

[***]%

KRW

₩[***]

CNY

TWD

NT$[***]

[***]

EUR

€[***]

MXN

MXN[***]

Total

GLW-004 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:

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

Income

Before

Income Taxes of

Before Income

Taxes Adjustment for Hedged

Exposures 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.

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-

Impact

Change

Core net sales

Core net income

Core earnings per share

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.

GLW-005

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.

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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.

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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.

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 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

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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)

%

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.

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.”

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We note your response to our prior comment 1. Please address the following: • Describe specifically the calculation of your core rates, including any actual inputs using your hedging instrument exchange rates and any estimated factors used therein and define what you describe as a blended basis • Describe in more detail, management's review process for setting and approving the core rates and why it was not deemed

Rest of the question

necessary to update your rates more frequently

As noted in our response letter to you dated June

20, 2025, Corning operates globally, with significant exposure to foreign currency fluctuations. To mitigate this exposure and stabilize the economic impact of currency volatility on our operations, we utilize a portfolio of hedging instruments, including, but not limited to, foreign exchange forwards, option contracts and foreign denominated debt.

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These hedging instruments allow us to secure a specific exchange rate for select currencies for a set period of time (referred to as a contractual hedge rate) and provide exchange rate certainty for that set period. Our hedging instruments are negotiated and entered into on a rolling basis and provide protection for a multi-year period, typically at least two years. This allows us to continuously hedge against adverse foreign exchange rate movements over a long-term period.

When we previously referenced our “blended” hedge rates, we were referring to the weighted average of the contractual hedge rates from our hedging instruments in place for a given period (per hedged currency). The formula for our weighted average calculation is as follows:

∑ (contractual hedge rate of each instrument

× the USD value of such instrument)

∑ (USD value of all instruments)

There are no estimated factors included in this calculation.

Once we determine our contractual hedge rates utilizing this formula, management reviews the weighted average of the contractual hedge rates in place for the forthcoming calendar years and selects a corresponding core rate utilizing the review process described further in Section (b) below. This is what we refer to as our "core rate" for constant currency reporting. The table below summarizes the selected core rates effective January 1, 2025 presented in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as compared to the weighted average contractual hedge rates for calendar years 2025 and 2026.

Currency*

Japanese yen

South

Korean won

Chinese yuan

New

Taiwan dollar

Euro

Mexican peso

Core rate effective

January 1, 2025

¥120

₩1,250

¥6.9

NT$31

€0.88

MX$21

2025 hedging instrument weighted average (as of

December 2024)

¥120.1

₩1,241.1

MX$19.0

2026 hedging

¥120.0

₩1,268.9

NT$30.8

MX$20.7

* The rates set forth for each currency in the table above are shown relative to $1.

(b)

Describe in more detail, management's review process for setting and approving the core rates and why it was not deemed necessary to update your rates more frequently

Management regularly monitors our hedging program, including reviews performed at least quarterly by key members of senior management, including the Corporate Controller, Treasurer and other senior executives. As part of this monitoring process, management evaluates the weighted average of our contractual hedge rates for the current and future periods relative to our core rates. Based on this review, if management identifies that the weighted average of the contractual hedge rates that have been negotiated and entered into for future years will no longer align with the related core rates, management will select and implement new core rates that better align with those weighted average hedge rates. The new core rates are expected to remain in place for so long as they remain aligned with the weighted average hedge rates of our hedging instruments. For example, in preparation for 2025, management reviewed our core rates relative to our contractual hedge rates for calendar years 2025 and 2026. As shown in the table above, the weighted average contractual hedge rates of the Japanese yen in place for 2025 and 2026 were not aligned with our core rate of ¥107 then in effect. Accordingly, management determined that an update was appropriate beginning in 2025 and selected a new rate of ¥120 to better align with our forthcoming contractual hedge rates. Changes to core rates are approved by the Corporate

Controller and communicated to the Company’s Audit Committee.

As noted in our prior response letter, since adopting this approach to constant-currency reporting in 2013, we have updated our core rates effective January 1, 2015, January 1, 2018, and January 1, 2025. During the periods between these updates, management, utilizing the review process described above, determined the weighted average of the contractual hedge rates then in place were appropriately aligned with the effective core rates, and therefore determined that updates to the core rates were not necessary. We believe maintaining these extended periods of consistent core rates has appropriately reflected our hedges and is beneficial to both management and investors by providing a more comparable representation of our operating results over a longer term.

Read in the reply ↗

We note your response to our prior comment 1. Please address the following: • Specifically describe for us how each specific constant-currency adjustment is calculated for each of your non-GAAP measures (Core net sales, (loss) income before income taxes, net (loss) income attributable to Corning Incorporated, etc.).

Rest of the question

Please provide to us the specific amounts included in the calculations for the years ended December 31, 2024 and 2023, where these amounts are derived from and whether those amounts can be gleaned from the audited numbers presented in your audited financial statements. Previously you described for us the exchange rates used and how they are determined but provided few details of the remaining component(s) of the computation. Within your response, please address whether the constant-currency adjustment, translation gain on Japanese yen-denominated debt, net and translated earnings contract gain, net are interrelated. 1. • Within your June 20 response, management provided a general statement regarding its intent to “reflect the economic impact of our hedging actions and remove the volatility associated with the currency fluctuations.” Please provide us with more detail regarding management’s intent and how the constant-currency adjustment achieves that intent. As part of your response, address your disclosure stating that constant-currency rates are applied to all periods presented and to all foreign exchange exposures during the period, with the exception of the Mexican peso, even though you may be less than 100% hedged. • Lastly, please clarify the calculation of item (2) translation of Japanese yendenominated debt, net. For example, describe if the gains or losses are realized and/or unrealized and if the amounts reflect any adjustments regarding any interest component.

Ms. Gilmore and Mr. Woody:

This letter confirms the telephone conversation between our Corporate Secretary, Melissa Gambol, and Mr. Woody on September 11, 2025 regarding

Corning Incorporated’s request for an extension of time to respond to the comment letter dated August 27, 2025 from the Staff of the Division of Corporation Finance, Office of Manufacturing.

As discussed, the Company requires additional time to prepare its response and currently expects to respond on or about September 25, 2025. Read in the reply ↗

We note from your 2022 10-K disclosures that your last quantitative goodwill impairment test was performed in 2020 and that the fair value of your reporting units significantly exceeded the respective carrying values.

Rest of the question

Please tell us how you considered the declines in net sales and the outlook for the remainder of 2023 for certain of your segments as discussed on your third quarter earnings call in determining that an interim impairment test was not required in 2023. Please refer to ASC 350-20-35-3C.

The Company acknowledges the Staff’s comment.

The Company performs an annual goodwill impairment assessment and, in addition to its annual assessment, the Company also performs a quarterly evaluation of whether it is more likely than not that the fair value of its reporting units is less than its respective carrying amount pursuant to ASC 350-20-35-3A.

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As noted by the Staff and disclosed in the Company’s 2022 Form 10-K, the Company also performs a detailed quantitative impairment test every three years in accordance with ASC 350-20-35-3B, even if no impairment indicators are identified by any qualitative assessment. When the Company last performed its quantitative goodwill impairment test in 2020, its estimation of the fair value of each of its reporting units exceeded its respective carrying value in terms of percentages and dollar amounts ranging from 50% to 294% and $554 million to $7.0 billion, respectively.

For each quarterly assessment performed in 2023, the Company considered relevant events, including expectations for the long-term growth of the business, forecasted future cash flows and those set forth in ASC 350-20-35-3C, as well as the Company’s actual results and outlook. The Company acknowledges that during its third quarter earnings call, the Company discussed a decrease in net sales and the negative outlook for the remainder of 2023 in certain of its segments. The Company also discussed how it expects the market downturn to be transitory, the markets to rebound and its businesses to return to long-term growth. In addition, the Company’s results in the quarter illustrated that it continues to make progress on the programs it put in place to increase price, improve productivity and reduce inventory. These initiatives have led to improved gross margin percentage and cash flow despite lower net sales.

As part of its third quarter assessment, the

Company considered the declines in net sales for certain of its segments, the improvements achieved in gross margin percentage and cash flows during 2023 and its expectation to return to long-term growth, among other factors and conditions as described in ASC 350-20-35-3C.

Additionally, we considered guidance set forth in ASC 350-20-35-3F related to weighting events and circumstances that most affect the fair values and carrying values of reporting units. Given the significant excess of fair value over carrying value for each of the Company’s reporting units based on the 2020 quantitative impairment test as noted above, the Company concluded that, for the quarter ended September

30, 2023 there were no events or circumstances that would more likely than not reduce the fair value of any of its reporting units below its respective carrying value. Accordingly, the Company concluded that it was not necessary to perform an interim quantitative goodwill impairment test for any of its reporting units.

Read in the reply ↗

The bullet points on page 1 present core gross margin, core operating margin, and free cash flow without the most directly comparable GAAP measures. Please revise to present the most directly comparable measures prior to the non-GAAP measures in accordance with Item 10(e)(1)(i)(A) to prevent undue prominence.

The Company acknowledges the Staff's comment. In future earnings releases furnished on Form 8-K, the Company will present the most directly comparable GAAP measures prior to the non-GAAP measures in accordance with Item 10(e)(1)(i)(A) to prevent undue prominence. Specifically, on the measures referred to by the Staff in the Staff's comment, the Company will disclose gross margin, operating margin and cash flows from operating activities prior to core gross margin, core operating margin and adjusted free cash flow, respectively. Read in the reply ↗

In a related matter, we note that your reconciliation of free cash flow on page 16 differs from the typical calculation of cash flows from operating activities less capital expenditures considering it also adjusts for realized gains on translated earnings contracts and translation losses on cash balances.

Rest of the question

In order to avoid potential confusion, please revise the title to adjusted free cash flow or a similar description. Refer to Question 102.07 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

The Company acknowledges the Staff’s comment, and in future filings, the title of the non-GAAP financial measure referred to by the Staff in the Staff’s comment will be revised to adjusted free cash flow. Read in the reply ↗

We note your response and your conclusion that at September 30, 2023, after evaluating expectations for the long-term growth of the business, forecasted future cash flows and those set forth in ASC 350-20-35-3C, as well as your actual results and outlook, that it was not more likely than not that the fair values of your goodwill were less than their respective carrying values and, therefore, you did not have any

Rest of the question

impairment. Given the deterioration in your operating results (i.e., decreases in net sales and net income) and cash flows from operations, please refer to Item 303(b)(3) of Regulation S-K and expand your disclosures in future filings to address the following: • describe the potential events and/or changes in circumstances that could result in additional impairment charges; and • disclose the percentage by which your estimated fair value exceeds your carrying value as of the date of your most recent impairment test.

The Company acknowledges the Staff’s comment.

Pursuant to Item 303(b)(3), as well as the interpretations included within the Division of Corporation Finance’s Financial Reporting

Manual, if the Company determines in its impairment testing for fiscal 2023 (or in future periods) that, for a reporting unit with material goodwill, the reporting unit’s estimated fair value does not substantially exceed its carrying value, the Company will disclose:

(i) the reporting unit and quantification of the amount of goodwill allocated to

Confidential - Corning (L3) the reporting unit; (ii) the

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percentage by which the estimated fair value exceeds the carrying value as of the date of the most recent impairment test; (iii) the specific key assumptions used in the fair value determination; (iv) the degree of uncertainty associated with the key assumptions and how changes in key assumptions could impact the fair value determination; and (v) the potential events and/or changes in circumstances that could reasonably be expected to negatively affect key assumptions and that could result in additional impairment charges.

Read in the reply ↗

We note your response from prior comment 1 from our letter dated November 17, 2023 and from your 10-K disclosures that you perform a detailed quantitative impairment test every three years and that the last test performed was in 2020.

Rest of the question

Please tell us the date of your annual assessment completed in 2023 and tell us the percentage by which your estimated fair value exceeded its carrying value for each reporting unit and the specific key assumptions used in the the fair value determination.

We are writing in response to your letter dated January 4, 2024 (the “Comment

Letter”) relating to the above-referenced filings.

As discussed on our call with Ms. Clark, on January 8, 2024, we are working expeditiously to respond to the Comment Letter. Due to time constraints associated with the Company’s year-end process and filing of Form 10-K for our fiscal year ended December 31, 2023, we are requesting that our response date be extended to February 12, 2024.

We are grateful for the Staff’s accommodation in this matter.

Rest of the answer

Should you have any further questions, please do not hesitate to call me at (607) 974-5843

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We note that you provided more expansive disclosure in your Sustainability Report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your Sustainability Report.

At Corning, the approach to sustainability is grounded in our focus on the environmental, social and governance (“ESG”) topics that matter most to our stakeholders. Sustainability has been integrated into the Company’s value-creation model and embedded it into how strategic priorities are implemented across the enterprise.

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More information regarding the Company’s current sustainability initiatives, including climate change initiatives, is available at the Company’s website https://corning.com/worldwide/en/sustainability.html.

In 2021, the Company published its first sustainability report, for the year ended December 31, 2020, designed to inform and engage Corning’s broad stakeholder base on the environmental, social, and governance efforts the Company was undertaking. This first report was prepared with reference to the Global Reporting Initiative’s (“GRI”) standards. It also responded to the Hardware Sustainability Accounting Standards (the Sustainability Accounting Standards Board (“SASB”) sector-specific standard most relevant to Corning’s businesses) and referenced what we believe are the relevant United Nations Sustainable Development Goals (“UN SDGs”). The 2021 Sustainability Report, for the year ended December 31, 2021 (the “2021 Sustainability Report”), took this a step further and was aligned with the Task Force on Climate Related Financial Disclosures (“TCFD”) recommendations, as well as what we believe are the relevant UN SDGs, the SASB and GRI standards.

The GRI, SASB and TCFD standards and recommendations to which the 2021 Sustainability Report was aligned in many cases encourage or require the Company to make disclosures about climate-related topics that, while important to certain interested stakeholders, were not material as to warrant inclusion in the Form 10-K. The GRI, SASB, and TCFD standards are, among other things, intended for a broad audience of interested stakeholders, many of whom are keenly interested in climate-related disclosures even if such information is not material to warrant inclusion in federal securities filings. As noted in the 2021 Sustainability Report, in 2019, the Company undertook a sustainability “materiality assessment” that was a process distinct from materiality assessments for purposes of the federal securities laws; instead, the issues and goals identified were important to the Company’s sustainability strategy. The 2021 Sustainability Report provided updates on the issues identified and goals set as part of that assessment.

By comparison, the contents of the Form 10-K were guided by compliance with the requirements of the SEC’s forms, rules, and interpretations applicable to the Company. In evaluating whether to include climate-related disclosures from the 2021 Sustainability Report in the Form 10-K or other filings, the disclosure requirements of Regulation S-K (including Items 101, 103, 105 and 303) were considered, as well as whether the information constituted “material information … as may be necessary to make the required statements, in the light of the circumstances under which they were made, not misleading” pursuant to Rule 12b-20 of the Securities Exchange Act of 1934. The Company further considered relevant Interpretive Releases, including Guidance Regarding Disclosure Related to Climate Change (Release No. 34-61469) and Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (Release no. 34-48960). As discussed in the responses below, the Company believes the Form 10-K, and all other SEC filings, complies with those requirements.

While the initiatives and goals identified in the 2021 Sustainability Report were strategically important to the Company’s overall sustainability program at the time the report was published, the Company did not, and currently does not, find these initiatives rise to the level of materiality under the SEC’s rules, regulations and interpretive guidance noted above, either qualitatively or quantitatively. The items discussed in Corning’s 2021 Sustainability Report have not required material capital expenditures or operating expenses, nor caused, and are not expected to cause in the foreseeable future, significant operational challenges or risks to the Company’s business or results of operations. As discussed in greater detail in the Company’s response to Comment #4, Corning’s capital expenditures and project expenses for increasing the use of renewable energy and reducing greenhouse gas emissions were approximately $6 million and $10 million, respectively, in aggregate for fiscal years 2019-2021. The following table outlines the calculations used to demonstrate that these amounts are not material to the Company’s consolidated financial statements:

(in millions)

2019

2020

2021

Capital expenditures for climate-related projects

$

Total capital expenditures

1,978

1,377

1,637

As a % of total capital spend

0.15%

0.07%

0.12%

Net Sales

11,503

11,303

14,082

As a % of net sales

0.03%

0.01%

Net Income

960

512

1,906

As a % of net income

0.31%

0.20%

0.10%

Project Expenses for climate-related projects

Total selling, general and administrative expenses (“SG&A”)

1,585

1,747

1,827

As a % of total SG&A

0.06%

0.29%

0.22%

0.04%

0.98%

0.21%

As the size and extent of Corning’s climate initiatives continue to mature, the Company will continue to monitor and evaluate its climate-related disclosures, including whether additional climate-related information is appropriate as future SEC filings are prepared.

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Your Sustainability Report identifies a number of transition risks related to climate change, including mandates on and regulation of existing products and services, supply chain sustainability, and changing customer behavior. Tell us how you evaluated disclosing in your Form 10-K the effects of these and other transition risks on your business, financial condition, and results of operations.

The Company has interpreted the term “transition risks” to mean risks associated with global efforts to transition to a lower-carbon economy. Transition risks identified as likely to be the most relevant to the Company in the future, and discussed in a general manner in Corning’s 2021 Sustainability Report, include:

● carbon pricing and reporting obligations,

● mandates on and regulation of existing products and services,

● sustainable supply chain,

● changing customer behavior, and

● increased stakeholder concerns and/or negative feedback.

These risks were identified for further

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analysis by Corning’s TCFD working team in response to a survey of management of their top transition-related concerns. The working team applied Corning’s enterprise risk management (“ERM”) impact scale adjusted for a 30-year time horizon. These risks were translated into potential financial impacts to evaluate which risks could have a significant financial impact on the Company’s organization under two different scenarios. These scenarios assumed Corning would continue business as usual (“BAU”) or take global actions that would attempt to limit global warming in this century to about 1.5 degrees Celsius (“1.5D”). The procedures for preparing filings with the SEC, including Corning’s annual reports on Form 10-K and quarterly reports on Form 10-Q, include processes to identify and consider risks that may affect the Company's business, financial condition and results of operations. This process is designed to identify its significant risks, which are then evaluated for possible disclosure considering their materiality and the applicable disclosure requirements, including the SEC’s Guidance Regarding Disclosure Related to Climate Change (Release No. 34-61469).

While any of the transition risks may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change, the TCFD working team, ERM team, and members of management responsible for making recommendations for additions to the Company’s Risk Factors identified only one risk as posing a potential material risk to the Company (“mandates on and regulation of existing products and services”), which was discussed on page 17 of the Form 10-K:

We are subject to strict environmental regulations and regulatory changes that could result in fines or restrictions that interrupt our operations

Some of our manufacturing processes generate chemical waste, wastewater, other industrial waste, or greenhouse gases, and we are subject to numerous laws and regulations relating to the use, storage, discharge and disposal of such substances. We have installed anti-pollution equipment for the treatment of chemical waste and wastewater at our facilities. We have taken steps to control the amount of greenhouse gases created by our manufacturing operations. However, we cannot provide assurance that environmental claims will not be brought against us or that government regulators will not take steps to adopt more stringent environmental standards.

Any failure on our part to comply with any present or future environmental regulations could result in the assessment of damages or imposition of fines against us, or the suspension/cessation of production or operations. In addition, environmental regulations could require us to acquire costly equipment, incur other significant compliance expenses or limit or restrict production or operations and thus materially and negatively affect our financial condition and results of operations.

Changes in regulations and the regulatory environment in the U.S. and other countries, such as those resulting from the regulation and impact of global warming and CO2 abatement, may affect our businesses and their results in adverse ways by, among other things, substantially increasing manufacturing costs, limiting availability of scarce resources, especially energy, or requiring limitations on production and sale of our products or those of our customers.

With respect to transition risks related to carbon pricing and reporting obligations, this risk was evaluated quantitatively by the TCFD working team who noted that in jurisdictions where Corning has operations and where carbon pricing is currently in place (Korea and the European Union) the Company’s aggregate total outlay for the years 2019-2021 was $3.2 million (or .09% of its net income across the period) and determined not to be material based on its insignificant impact on net income for the periods presented in the Form 10-K. Should the Company become subject to more, or more extensive, carbon pricing obligations, the Company’s mitigation efforts include continued reduction of Scope 2 greenhouse gas emissions via virtual or direct power purchase arrangements, continued energy efficiency measures at its plants, and efforts to electrify fossil fuel-using processes so that they can be powered with renewable energy over time. In each scenario, the Company is confident that its compliance programs would allow for applicable reporting obligations to be met. While we do not believe that reporting costs are forecastable at this time, the Company does not currently expect to incur material reporting costs.

With respect to transition risks related to mandates on and regulation of existing products and services, the TCFD working team characterized this risk as a concern that, over time, energy intensive industries like glass making could become regulated. At the time of the Form 10-K filing, the team observed no then-current regulatory trends of that nature and concluded that the emergence of a future trend would be speculative. Therefore, the risk was deemed not material at the time. Should such regulations emerge, our ERM and compliance programs are designed to allow the Company to identify the regulations in advance to avoid material impacts on its operations so that it is in compliance, in all material respects, with all applicable laws and regulations.

With respect to transition risks related to a sustainable supply chain, while the Company has experienced climate-related (weather) disruptions in its supply chain from time to time, the programs and processes put in place through its Global Supply Management (GSM) organization (see here: https://www.corning.com/worldwide/en/sustainability/processes/supply-chain-social-responsibility.html) have, to date, effectively mitigated such disruptions when they occur. No individual or aggregate climate-related supply chain disruption has proven material to the Company. Additional information on this topic can be found in the response to Comment #6. Corning's ERM and GSM teams continue to monitor climate-related risks and potential impacts on the supply chain and work to implement continued supplier diversification, inventory management, threat prediction, and other mitigation efforts.

With respect to transition risks related to changing customer behavior and/or increased stakeholder concern or negative feedback, the Company has not, to date, identified any customer behaviors or trends in customer behaviors, or stakeholder concerns or negativity, resulting from the Company’s response to, or impact upon, climate change. The Company actively engages in dialogue with customers who have expressed a desire to track or qualify their suppliers based on their climate impact and/or responses. For example, Corning receives and responds to customer sustainability information requests and has engaged directly with a subset of our customers on their climate-related goals. The Company has also engaged with investors and responded to their requests for additional transparency regarding climate-related issues, in particular by developing a sustainability report aligned with TCFD recommendations and aligning its sustainability report with the reporting recommendations of SASB. The Company has also proactively engaged with certain climate-focused non-governmental organizations, assessed its ratings from their processes, and taken actions to attempt to fill any gaps identified.

We do not believe that the Company’s product offerings and operations have been materially impacted by climate change and the Company has not otherwise experienced the material effects of transition risks related to climate change. However, the Company is mindful that the consequences of climate change are evolving and will continue to monitor such consequences on the Company’s business, financial condition and results of operations. In the future, if the Company determines that there are direct or indirect consequences which are material to the Company, the Company will include appropriate disclosures in future filings.

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We note your disclosure regarding environmental litigation on page 21. Please disclose any material litigation risks related to climate change and explain the potential impact to the company.

Corning defines climate change-related litigation as a proceeding where the primary allegations depend on (a) certain climate change impacts being attributed to the Company’s operations, (b) allegations of a failure by Corning to meet applicable legal or regulatory requirements related to climate change or (c) alleged failure by Corning to mitigate risks to the Company’s business due to the impact of climate change. There is currently have no pending or, to our knowledge, threatened, litigation related to climate change.

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The disclosure on page 21 of the Form 10-K regarding certain environmental litigation and liabilities is exclusively related to legacy hazardous waste sites, for which approximately $68 million (undiscounted, as of December 31, 2021) had been accrued for the estimated liability for environmental cleanup and related litigation. This amount does not pertain to climate change-related litigation.

As stated above in the response to Comment #2, Corning has ERM processes to regularly identify and evaluate direct and indirect risks to Corning’s general operations including monitoring processes to identify, assess and track known and potential litigation risks. Corning’s ERM program utilizes (1) a Risk Council chaired by the Executive Vice President and Chief Financial Officer and composed of Corning management and staff to identify, aggregate, prioritize and assess risks, including strategic, financial, operational, business, reputation, governance and managerial risks, (2) an internal audit department, and (3) a Compliance Council, which reports directly to each of the Audit Committee and Corporate Responsibility and Sustainability Committee and reviews the Company’s compliance with laws and regulations in the countries in which we conduct business. Attorneys in Corning’s Law Department monitor legal trends and risks that could impact the Company, tracking lawsuits and claims made against the Company, other similar manufacturers, and other large businesses in the U.S. This work involves monitoring filed cases and their resolutions, as well as emerging legal theories that may impact the Company in the future.

Among the many factors that are considered regarding litigation risks are the likelihood that a claim will be made against us, our views on the merits of the claim, and our potential exposures if such a claim were to be successful, including quantitative and qualitative factors. The risks identified as material to the Company through its ERM processes have been identified among the Company’s risk factors in its Form 10-K. Risks related to climate change identified as part of the production of Corning’s TCFD-aligned 2021 Sustainability Report have been reflected in that document. However, climate-related litigation risk is not a risk identified as part of either process. Corning did not identify any litigation risk, current or potential, related to climate change for the Form 10-K. Should these circumstances change, and the Company becomes aware of material litigation risks related to climate change through its ERM or other processes, the disclosures will be updated accordingly.

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It appears you have identified climate-related projects in your Sustainability Report such as projects to increase the use of renewable energy and reduce greenhouse gas emissions. Tell us how you considered providing disclosure regarding past and future capital expenditures for climate-related projects.

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Include quantitative information for the periods covered by your Form 10-K and for future periods as part of your response.

During the periods covered by the Form 10-K, Corning’s capital expenditures and project expenses for increasing the use of renewable energy and reducing greenhouse gas emissions were approximately $6 million and $10 million, respectively, in aggregate for the years 2019 - 2021. All projects that could be considered climate-related were reviewed with Corning's Global Energy Management (GEM) team.

Such climate-related projects included, but were not limited to, the following:

●

In 2020, the Corning Optical Communications headquarters building in Charlotte, North Carolina, became

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LEED-certified.

Began operations at three new community solar projects in 2021.

Engaged a third-party consulting firm to inform and facilitate sustainability reporting.

Acquired Energy Attribute Certificates (“EACs”) – Renewable Energy Credits (“RECs”) in the U.S. and Guarantees of Origin (“GOs”) in Europe.

These amounts were determined not to be material due to the de minimis impact on net income for the periods presented in the Form 10-K, as demonstrated in the following table:

Corning expects to spend approximately $8 million and $5 million annually, for capital expenditures and project expenses, respectively, for projects to increase the use of renewable energy and reduce greenhouse gas emissions for each of the years ended December 31, 2022, 2023 and 2024. These expenditures are not expected to be material to the Company’s consolidated financial statements.

The Company will continue to monitor its spending for projects to increase the use of renewable energy and reduce greenhouse gas emissions and will report these amounts in future SEC filings, if material.

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To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following: • decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources; • increased demand for goods that result in lower emissions than competing products; • increased competition to develop innovative new products that

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result in lower emissions; • increased demand for generation and transmission of energy from alternative energy courses; • any anticipated reputational risk resulting from operations or products that produce material greenhouse gas emissions; and • potential climate-related opportunities, such as the development of new products or services and the use of lower-emission sources of energy.

The Company has not identified any climate-related emerging trends, business-opportunities or any material risks related to any of the individual items listed by the Staff in its Comment #5. As requested by the Staff, set forth below is the Company’s response to each of the individual items referenced in the Staff’s comment.

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Please note that each of the individual items were evaluated as part of its TCFD scenario analysis workshop discussed in the response to Comment #2 above, except for “increased competition to develop innovative new products that result in lower emissions,” which is not to the Company’s knowledge identified as a risk by the TCFD and therefore was not part of that analysis.

decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources

At the time of the filing of the Form 10-K, its TCFD scenario analysis workshop and at present, no material indirect consequences of decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources were identified as being relevant to Corning. The Company has not experienced decreased demand for its products as a result of customers indicating that the products produce significant greenhouse gas emissions or are related to carbon-based energy sources. The Company generally does not produce products for retail consumers; in most cases, Company products are a part of a unit assembled by an OEM (such as cover, display or automotive glasses, ceramic filters and/or substrates), an essential part of a utility (such as optical fiber) or essential to pharmaceutical delivery or research (such as pharmaceutical packaging or life sciences products). The Company also notes that there are many underlying business reasons why customers may have demand for its products, and believes that such product demand, or demand for the products in which its products are used, is largely independent of climate-related concerns, even though Corning’s customers, in many cases, are making strides toward creating sustainable supply chains.

increased demand for goods that result in lower emissions than competing products

At the time of the filing of the Form 10-K, the TCFD scenario analysis workshop and at present, no material indirect consequences were identified as being relevant to Corning. The Company believes that currently the GHG emissions of its products are not one of the primary considerations that a majority of its customers have for its products. Some customers have requested, in order to reduce emissions in their own supply chains, that the Company engage in the purchase of renewable energy, renewable energy credits, and other renewable energy attributes as discussed in our response to Comment #8. As further discussed in the response to Comment #8, the Company has done so at minimal/no cost and plans for future similar actions as part of its overall sustainability strategy. In addition, the Company continues to strive to decrease its overall carbon footprint and is exploring new products and services through research, development and innovation that may be responsive to climate change impacts. For example, in 2020 the Company introduced ColdForm™ Technology, a way to enable large, curved, and integrated automotive glass design with cover glass that has had heat removed from the forming process, using less energy. Corning’s ColdForm™ technology reduces shaped cover-glass part costs by up to 40% versus comparable hot-formed parts.

increased competition to develop innovative new products that result in lower emissions

To date, the Company is not aware of any increased competition to develop new products that result in lower emissions to address climate change. As noted above, there is some demand from customers for products that are created using less/renewable energy, but the primary considerations of the majority of the Company’s customers are unrelated to the energy usage of its products and, to date, the Company does not believe there is any significant increase in competition to design products that result in lower emissions. Rather there is continued and expected competition to design products with specified features, reliability, and cost as the primary considerations of new product design innovation, and the Company expects such design features to continue to drive such innovation. While this design innovation competition ultimately has the added benefit of helping to contribute to a reduction of overall GHG emissions insofar as new innovations are less energy-intensive to create, to date, the Company does not believe such competition directly results from any climate-change related regulation or business trend. That being said, the Company does strive to innovate and to create cost-efficient, new products that use less energy and result in lower emissions as part of its sustainability vision and in partnership with customers who share that vision. Corning spends nearly $1 billion each year in research, development and engineering in the ongoing pursuit of innovative products and new inventions.

increased demand for generation and transmission of energy from alternative energy sources

At the time of the filing of the Form 10-K, the TCFD scenario analysis workshop and at present, this risk was identified as being relevant to Corning and ultimately was reflected in the 2021 Sustainability Report. The risk identified was that there was a greater likelihood in the 1.5D scenario, evaluated over a thirty-year timeline, of an increase in customer mandates, sustainability supply chain requirements, and an increased preference for electric vehicles, that may present a risk to be mitigated by the Company. While this risk was relevant for 2021 Sustainability Report purposes, it did not rise to the level of inclusion in the Form 10-K, as the Company’s reporting processes (described above in the response to Comment #2) determined that there was no material risk to its investors that the Company would face material increased demand for generation and transmission of energy from alternative energy sources at the present time, nor any trend indicating a material demand was imminent.

any anticipated reputation risks resulting from operations or products that produce material greenhouse gas emissions

At the time of the filing of the Form 10-K, the TCFD scenario analysis workshop and at present, this risk was identified as being relevant to Corning and ultimately was reflected in the 2021 Sustainability Report. The TCFD workshop participants and those responsible for determining matters for inclusion in the Form 10-K (in a process discussed in our response to Comment #2) found that this risk was less impactful than many other risks that were explored, and was not considered to be a material risk for inclusion in the Form 10-K. In 2021, using guidance developed by the Science Based Targets initiative (SBTi), Corning set a goal to reduce its Scope 1 and 2 GHG emissions by 30% (absolute basis) by 2028, compared to a 2021 baseline. Corning's Scope 1 and 2 GHG emissions reduction goal is in alignment with a 1.5D future scenario. The Company also set a goal to reduce relevant Scope 3 emissions by 17.5% (absolute basis) by 2028 compared to a 2021 baseline. Corning’s Scope 3 GHG emissions reduction goal is in alignment with a well-below 2°C future scenario. In 2020, Corning set a goal to increase its use of renewable energy by 400% from a 2018 baseline, and continues to be a corporate user and advocate for renewable energy, increasing its annual global renewable electricity usage from 72,000 MWh in 2020 to 83,000 MWh in 2021. Corning believes the release of these goals, in each case, was favorably received by its stakeholders.

potential climate-related opportunities, such as the development of new products or services and the use of lower-emission sources of energy

The TCFD workshop participants evaluated a number of potential climate-related opportunities, particularly those related to resource efficiency, alternative energy sources, new products and services, market adjustment, and general climate resilience. It was determined that the Company has the greatest opportunity related to the development of new products and services through research, development and innovation. That being said, the evaluated opportunities are all general opportunities, none of which presented near-term material opportunity or risk meriting inclusion in the Form 10-K or other SEC filings.

For the reasons discussed above, the Company believes it has not seen any material indirect consequences of climate-related regulation or business trends, and as such, the Company believes disclosure is not required at this time. That being said, Corning has a goal of ongoing exploration of climate-related opportunities and developing products that support a more sustainable future. As discussed in the paragraphs above, the Company aims to reduce its Scope 1 and 2 GHG emissions by 30% (absolute basis) by 2028, compared to a 2021 baseline, aims to reduce relevant Scope 3 emissions by 17.5% (absolute basis) by 2028 compared to a 2021 baseline, and aims to increase its use of renewable energy by 400% from a 2018 baseline. Corning is a user of and advocate for the use of renewable energy, where available, increasing our annual global renewable electricity usage from 72,000 MWh in 2020 to 83,000 MWh in 2021. Corning also strives to protect the environment through the continuous improvement of its processes, products and services. For example, Corning’s ceramic substrates and particulate filters have prevented more than 4 billion tons of hydrocarbons, 4 billion tons of nitrogen oxides, and 40 billion tons of carbon monoxide from entering into the atmosphere since 1970. Corning believes its efforts demonstrate its goal to address its stakeholders’ climate-related concerns.

The Company has not seen material effects on, or material trends affecting, its operations or financial results that are attributable to reputational concerns over the extent to which its operations or products contribute to climate change. Corning will continue to monitor the extent that the indirect consequences of climate-related regulation or business trends mentioned in the preceding paragraphs and will include this information in future SEC filings, if material.

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We note your Sustainability Report identifies physical climate events as a risk to your business. Please discuss the effects of physical climate events on your operations and results, such as weather-related damages to your property or operations, and weatherrelated impacts on the cost or availability of insurance.

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Include quantitative information for each of the periods covered by your Form 10-K and explain whether increased amounts are expected in future periods.

During the periods covered by the Form 10-K, Corning experienced fourteen weather-related events, with only ten of the events incurring costs due to property damage or business interruption of approximately $11 million, in aggregate, for the fiscal years 2019, 2020 and 2021. While these events caused limited property damage and resulted in temporary loss of business, Corning does not consider these events to be material as the impact was not material to its financial position and results operations when compared to sales and/or net income.

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Corning is primarily self-insured and there were no insurance claims or recoveries due to the aforementioned losses.

There have been no changes to the amount of overall insurance coverage, or coverage specific to weather-related events. Pricing for Corning’s insurance program has increased at the rate of the overall market. While the Company’s insurers currently do not break out pricing specific to weather-related risks, they have communicated that when losses are experienced, the industry raises premiums and limits coverage.

The Company determined these amounts were not material due to the de minimis impact on its net income for the periods presented in the Form 10-K, as demonstrated in the following table:

Expenses attributable to weather-related events

0.02%

0.39%

0.42%

Corning will continue to monitor these events for future SEC filings, as appropriate, and provide disclosure to the extent that the effects of physical climate events become material.

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We note your disclosure on page 17 regarding the potential costs of compliance with environmental regulations. Tell us about and quantify any compliance costs related to climate change for each of the periods covered by your Form 10-K and explain whether increased amounts are expected to be incurred in future periods.

The Company has interpreted “compliance costs related to climate change” in this comment to mean the necessary costs incurred to comply with environmental laws and regulations, pertaining specifically to climate change impacts, that are applicable to the Company. As discussed above in the response to Comment #2, each quarter, members of Corning's ERM, management and legal teams discuss observed trends and surface potentially material trends for consideration for disclosure based on both quantitative and qualitative factors.

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This review includes trends impacting individual line items in the Company’s financial statements and is designed to identify events that may have had, or may be expected to have, a material impact on the Company’s cost of revenue or expenses. For example, the following was noted on page 17 of the Form 10-K:

Compliance with laws and regulations increases our costs. We are subject to both U.S. laws and the local laws where we operate which, among other things, include data privacy requirements, employment and labor laws, tax laws, anti-competition regulations, prohibitions on payments to governmental officials, import and trade restrictions and export requirements. Non-compliance or violations could result in fines, criminal sanctions against us, our officers or employees, and prohibitions on the conduct of our business. Such violations could result in prohibitions on our ability to offer our products and services in one or more countries and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our businesses and operating results. Our success depends, in part, on our ability to anticipate and manage these risks.

During the periods covered by the Form 10-K, Corning’s primary compliance costs related to climate change are those related to jurisdictions in which the Company has operations where carbon pricing is currently in place – Korea and the European Union. As discussed in the response to Comment #2 above, the Corning’s aggregate total compliance costs in these jurisdictions for the years 2019 – 2021 was $3.2 million (or .09% of net income) across the period) and determined not to be material based on its insignificant impact on net income for the periods presented in the Form 10-K. Fees paid to third party advisors on carbon pricing and other climate related matters, including support for ESG reporting, for the periods presented in the Form 10-K were approximately $336,000 in aggregate for the years 2019 - 2021 and determined not to be material due to its de minimis impact on Corning’s net income for the periods presented in the Form 10-K. Should carbon pricing extend to more jurisdictions in which the Company has operations, it may experience increased compliance costs. However, even if carbon pricing is enacted in more jurisdictions in the future, Corning does not expect compliance costs to become significant.

In order to mitigate the risks of climate change, the Company utilizes energy management measures, sustainable best practices, and organization-wide energy savings efforts that have resulted in the Environmental Protection Agency naming Corning as an ENERGYSTAR® Partner of the Year for eight consecutive years and recognizing us for Sustained Excellence for the sixth consecutive year. Since 2014 thirty-seven Corning facilities have received the ENERGYSTAR® Challenge for Industry recognition by exceeding the goal of improving energy efficiency by at least 10% in five years or less – on average, the Company’s facilities achieved a 21% energy reduction in less than two years. Corning achieved this energy efficiency through making prudent ordinary-course operating choices, as opposed to making capital expenditures or incurring increased costs. Should the Company note any trending or anticipated compliance costs that may become material, future SEC filings will include the appropriate disclosure.

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Your Sustainability Report references (virtual) power purchase agreements and environmental attribute certificates. Provide us with quantitative information regarding the purchase or sale of these instruments, or other equivalents of carbon credits or offsets, during the last three fiscal years and amounts budgeted for future periods.

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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.

To reduce its carbon and greenhouse gas emissions, Corning has developed a renewable electricity program. Corning acquires EACs and RECs in the U.S. and GOs in Europe, and retires them, allowing the Company to make renewable energy claims. There are three primary ways in which Corning acquires EACs: on the open market, through arrangements with the local utility that serves a Corning site, or through arrangements with a third-party developer as part of a virtual Power Purchase Agreement (“vPPA”).

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Well over half of the EACs acquired by Corning over the last three years are due to a solar development and associated vPPAs for which Corning was a first off-taker, enabling the development and financing of the project (i.e., creating “additionality”). As part of these arrangements, Corning purchases energy at a fixed rate, sells it back to the grid and receives EACs. For the periods ending December 31, 2019, 2020 and 2021, energy purchased was approximately $6 million annually, and sales were approximately $4 million, $3 million and $5 million, respectively. Corning also purchases and sells EACs, with purchase activity of less than approximately $1 million, in the aggregate for the years ended December 31, 2019, 2020, and 2021. There were no sales of EACs in 2019 and sales of approximately $2 million per year for the years ending December 31, 2020 and 2021.

The sales and purchases referenced above are recorded in selling and administrative costs in Corning's consolidated statement of income. The Company concluded that these amounts did not require separate disclosure in the Form 10-K as they were not material. The net sales and purchases of renewable energy and EACs represented approximately 0.13%, 0.06% and 0.05% of its selling and administrative costs for the periods 2019, 2020, and 2021, respectively.

Corning also has direct renewable energy arrangements, and it purchases this renewable energy for production needs as part of its normal course of business. This expense is recorded in cost of goods sold. These expenses were $0.3 million, $0.3 million and $1 million, respectively, for the years ended December 31, 2019, 2020 and 2021. As a percentage of cost of goods sold, these expenses were 0.00% for the years ended December 31, 2019 and 2020, and 0.01% for the year ended December 31, 2021. As these direct renewable energy arrangements increase, Corning will monitor the growth and disclose in future SEC filings, if material.

The Company plans to continue its initiative utilizing these types of solar power arrangements in 2022 and beyond. The financial impact of these arrangements depends on market prices for EACs and grid power, both of which are unpredictable and vary widely, making future financial impact difficult to predict. Current estimates for existing agreements and new arrangements that are considered likely to occur over the next few years are purchases of approximately $6 million, $6 million and $11 million, respectively, and sales of approximately $5 million, $8 million and $11 million, respectively, for the years ended December 31, 2022, 2023 and 2024.

Corning confirms the purchases and sales that have an effect on its business, financial condition and results of operations, will be reported in future SEC filings, if material.

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We note your response to prior comment six that "Pricing for Corning's insurance program has increased at the rate of the overall market." Please provide quantitative information regarding the cost of insurance for each of the periods covered by your Form 10-K and explain whether increased amounts are expected in future periods.

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Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any questions.

The annual costs for Corning’s insurance program for each of the last three years presented in the Form 10-K were approximately $18 million, $22 million and $24 million, respectively. We believe the insurance program costs were not material to the Company’s consolidated financial statements due to the de minimis impact on our net sales, total selling, general and administrative expenses and net income as outlined in the following table:

(In millions)

2019

2020

2021

Annual Cost of Insurance

Program

$18

$22

$24

Net Sales

$11,503

$11,303

$14,082

As a % of net sales

0.2%

Total

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selling, general and administrative expenses

("SG&A")

$1,585

$1,747

$1,827

As a % of total SG&A

1.1%

1.3%

Net Income

$960

$512

$1,906

As a % of net income

1.9%

4.3%

For each of the last three years, we have experienced increased insurance costs and anticipate that these costs may continue to rise as insurers have expressed their intention to raise premiums. The Company’s insurance carriers and brokers have noted a rise in natural disasters as one of several reasons for increased premiums throughout the marketplace. We have been successful managing these increases, thus far, by using a competitive bidding process, sharing confidential engineering reports and building broad, long-term relationships which discourages insurers from opportunistically seeking short-term profit increases. The Company currently expects to spend $25 million, $26 million, and $27 million on insurance coverage for the years ending December 31, 2022, 2023 and 2024.

We will continue to monitor and disclose in future filings with the Commission, as appropriate, to the extent that the costs of insurance become material.

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