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

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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.

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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.).

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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.

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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.

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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.

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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

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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.

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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.

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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.

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

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