UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number: 1-3247

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

	New York		16-0393470
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	One Riverfront Plaza, Corning,, New York		14831
	(Address of principal executive offices)		(Zip Code)

607-974-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		GLW		New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.

Yes

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Class		Outstanding as of ~~April 22,~~July 16, 2021
	Corning’s Common Stock, $0.50 par value per share		~~851,356,832~~854,032,129 shares

Table of Contents

Corning uses a multiple-point Black-Scholes valuation model to estimate the fair value of stock option grants. Corning utilizes a blended approach for calculating the volatility assumption used in the multiple-point Black-Scholes valuation model defined as the weighted average of the short-term implied volatility, the most recent volatility for the period equal to the expected term, and the most recent 15-year historical volatility. The expected term is the period the options are expected to be outstanding and is calculated using a combination of historical exercise experience adjusted to reflect the current vesting period of options being valued, and partial life cycles of outstanding options. The risk-free rates used in the multiple-point Black-Scholes valuation model are the implied rates for a zero-coupon U.S. Treasury bond with a term equal to the option’s expected term. Ranges used reflect results from separate groups of employees exhibiting different exercise behavior.

~~During~~The following inputs were used for the ~~three~~ ~~months ended~~ ~~March 31, 2021~~ ~~and~~ ~~2020,~~0valuation of option grants under our stock ~~options were granted.~~option plans ⁽¹⁾:

The Corning Incentive Stock ~~Plan permits~~Plans permit restricted stock and restricted stock unit grants, either determined by specific performance goals or issued directly, in most instances, subject to the possibility of forfeiture and without cash consideration. Restricted stock and restricted stock units under the Incentive Stock ~~Plan~~Plans are granted at the closing market price on the grant date, contingently vest over a period of generally one year to ten years, and generally have contractual lives of one year to ten years. The fair value ~~of each restricted stock grant or restricted stock unit awarded under the Incentive Stock Plan~~ is based on the grant date closing price of the Company’s stock.

Time-based restricted stock and restricted stock units are issued by the Company on a discretionary basis, and are payable in shares of the Company’s common stock upon vesting. The fair value is based on the closing market price of the Company’s stock on the grant date. Compensation cost is recognized over the requisite vesting period and adjusted for actual forfeitures before vesting.

Performance-based restricted stock units are earned upon the achievement of certain targets, and are payable in shares of the Company’s common stock upon vesting typically over a three year period. The ~~weighted-average grant date~~ fair value is based on the closing market price of the Company’s stock on the grant date and assumes that the target payout level will be achieved. Compensation cost is recognized over the requisite vesting period and adjusted for actual forfeitures before vesting. During the performance period, compensation cost may be adjusted based on changes in the expected outcome of the performance-related target.

The following table summarizes the Company’s non-vested performance-based restricted stock units as of December 31, 2020 and changes which occurred during the ~~three~~six months ended ~~March 31, 2021:~~June 30, 2021:

All other businesses that do not meet the quantitative threshold for separate reporting have been grouped as “All Other.” This group is primarily comprised of the results of the pharmaceutical technologies, auto glass, new product lines, development projects, and certain corporate investments.‎

The Company obtained a controlling interest in HSG during the third quarter of 2020 and has consolidated results in “All Other” as of September 9, 2020. Refer to Note 3 (HSG Transactions) to the consolidated financial statements for additional information on this transaction.

Financial results for the reportable segments are prepared on a basis consistent with the internal disaggregation of financial information to assist the chief operating decision maker (“CODM”) in making internal operating decisions. A significant portion of segment revenues and expenses are denominated in currencies other than the U.S. dollar. Management believes it is important to understand the impact on core net income of translating these currencies into U.S. dollars. The Company uses constant currency reporting for Display Technologies, Specialty Materials, Environmental Technologies and Life Sciences. Corning excludes the impact of these currencies from segment sales and net income. The adjustment for constant currency is primarily related to the Display Technologies’ segment and excludes the impact of the fluctuation of the Japanese yen, South Korean won, Chinese yuan, and new Taiwan dollar. Certain income and expenses are included in the unallocated amounts in the reconciliation of reportable segment net income (loss) to consolidated net income (loss). These include items that are not used by the CODM in evaluating the results of or in allocating resources to the segments and include the following items: the impact of translated earnings contracts; acquisition-related costs; discrete tax items and other tax-related adjustments; certain litigation, regulatory and other legal matters; restructuring, impairment losses and other charges and credits; adjustments relating to acquisitions; and other non-recurring non-operational items. Although these amounts ~~have been~~are excluded from segment results, they are included in reported consolidated results.

Earnings of equity affiliates that are closely associated with the reportable segments are included in the respective segment’s net income (loss). Certain common expenses among reportable segments have been allocated differently than they would be for stand-alone financial information. Segment net income (loss) may not be consistent with measures used by other companies.

A reconciliation of reportable segment and All Other net sales to consolidated net sales follows (in millions):

A reconciliation of reportable segment net income (loss) to consolidated net income (loss) follows (in millions):

On ~~January 16, 2021,~~ ~~Corning’s Fixed Rate Cumulative Convertible Preferred Stock, Series A (the “Preferred Stock”) became convertible at the option of the holder, Samsung Display Co., Ltd. (“Samsung”). On~~ ~~April 5, 2021,~~ Corning and Samsung entered into a Share Repurchase Agreement (“SRA”) associated with the conversion of the Preferred Stock into 115 million shares of common stock (“Common Shares”). The Preferred Stock was converted to Common Shares on the Initial Closing Date.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides a historical and prospective narrative on the Company’s financial condition and results of operations. This interim MD&A should be read in conjunction with the MD&A in Corning’s 2020 Form 10-K. The various sections of this MD&A contain forward-looking statements that involve risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “plans,” “goals,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, anticipated growth and trends in the businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly in “Risk Factors” in Part I, Item 1A of Corning’s 2020 Form 10-K, and as may be updated in the Forms 10-Q. Actual results may differ materially, and these forward-looking statements do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of ~~March 31,~~June 30, 2021.

In response to the COVID-19 pandemic and the ensuing economic uncertainty, including changing market conditions, the Company has and will continue to focus on three core priorities: preserving the financial health of the Company; protecting employees and communities; and delivering on customer commitments. We will continue to build a stronger, more resilient company that is committed to rewarding shareholders and supporting all global stakeholders.

While 2020 brought unprecedented challenges to our end markets and operations, driven by the COVID-19 pandemic, economic uncertainty, and social unrest, Corning adapted rapidly and remained resilient. We executed well to preserve our financial strength, while advancing major innovations with industry leaders. We effectively applied our focused and cohesive portfolio to create value and outperform our underlying markets, contributing to growth in the second half of 2020 and the first ~~quarter~~half of 2021.

Building on the success of the Strategy & Capital Allocation Framework, we announced our Strategy & Growth Framework, highlighting significant opportunities to sell more Corning content through each of our Market-Access Platforms. Under this new Framework, our leadership priorities and our fundamental approach to capital allocation remain the same. We continue to focus our portfolio and utilize our financial strength. We expect to generate strong operating cash flow as we move forward. We will continue to use our cash to grow, extend our leadership, and reward shareholders.

Summary of results for the three and six months ended ~~March 31,~~June 30, 2021

In the ~~first~~second quarter, net sales were ~~$3,290~~$3,501 million, compared to ~~$2,391~~$2,561 million during the same period in 2020, a net increase of ~~$899~~$940 million, or ~~38%~~37%, driven by higher sales in all segments. Net sales for the six months ended June 30, 2021 were $6,791 million, compared to $4,952 million during the same period in 2020, a net increase of $1,839 million, or 37%.

In the ~~first~~second quarter of 2021, Corning generated net income of ~~$599~~$449 million, ~~or $0.67~~and a net loss of $0.42 per diluted share, compared to a net loss of ~~$96~~$71 million, or ~~$0.16~~$0.13 per diluted share, for the same period in 2020. The increase in net income of ~~$695~~$520 million ~~and diluted earnings per share of $0.83,~~ was primarily driven by the following items (amounts presented after-tax):

The change in diluted earnings per share was primarily driven by changes in net income, outlined above, as well as the conversion of the Preferred Stock into 115 million Common Shares. The immediate repurchase and retirement of 35 million Common Shares resulted in an $803 million one-time reduction to net income available to common shareholders and negative earnings per share. Refer to Note 6 ((Loss) Earnings per Common Share) and Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.

In the first half of 2021, Corning generated net income of $1,048 million, or $0.27 per diluted share, compared to a net loss of $167 million, or $0.28 per diluted share, for the same period in 2020. The increase in net income of $1,215 million and diluted earnings per share of $0.55, was primarily driven by the following items (amounts presented after-tax):

The translation impact of fluctuations in foreign currency exchange rates, including the impact of hedges realized in the current quarter, did not have a material impact on Corning’s consolidated net income in the three and six months ended ~~March 31,~~June 30, 2021, when compared to the same ~~period~~periods in 2020.

We expect another quarter of year-over-year sales growth, with approximately ~~$3.3~~$3.5 to ~~$3.5~~$3.7 billion of core net sales for the ~~second~~third quarter of 2021.

The following table presents segment net sales by reportable segment and All Other (in millions):

In the ~~first~~second quarter, net sales of reportable segments were ~~$3,263~~$3,504 million, compared to ~~$2,529~~$2,588 million during the same period in 2020, a net increase of ~~$734~~$916 million, or ~~29%~~35%. Changes in net sales were as follows:

In the six months ended June 30, 2021, net sales of reportable segments were $6,767 million, compared to $5,117 million during the same period in 2020, a net increase of $1,650 million, or 32%. Changes in net sales were as follows:

Movements in foreign exchange rates positively impacted Corning’s consolidated net sales by ~~$60~~$18 million and $77 million, respectively, in the three and six months ended ~~March 31,~~June 30, 2021, when compared to the same ~~period~~periods in 2020.

The types of expenses included in the cost of sales line item are: raw materials consumption, including direct and indirect materials; salaries, wages and benefits; depreciation and amortization; production utilities; production-related purchasing; warehousing (including receiving and inspection); repairs and maintenance; inter-location inventory transfer costs; production and warehousing facility property insurance; rent for production facilities; freight and logistics costs; and other production overhead.

In the three and six months ended ~~March 31,~~June 30, 2021, gross margin increased by ~~$595~~$559 million, or ~~106%.~~74% and $1,154 million, or 88%, respectively. Gross margin as a percentage of sales increased by 128 percentage points ~~for the three months ended March 31, 2021.~~and 9 percentage points, respectively. The increase in gross margin was primarily driven by higher sales and cost control measures, as well as ~~the absence of $161 million in~~lower charges for restructuring and capacity realignment ~~when compared to the prior period. This was~~of $104 million and $265 million, respectively, partially offset by ~~$50 million of increased expense due to~~ elevated freight and ~~logistics costs and global supply chain disruptions.~~certain raw material costs.

~~Movements~~The translation impact of fluctuations in foreign currency exchange rates, ~~had a favorable~~including the impact of ~~$22 million~~hedges realized in the current quarter, did not have a material impact on Corning’s consolidated gross margin in the three and six months ended ~~March 31,~~June 30, 2021, when compared to the same ~~period~~periods in 2020.

In the three and six months ended ~~March 31,~~June 30, 2021, selling, general and administrative expenses increased by $5$64 million, or 1%16%, and $69 million, or 9%, respectively, and declined by ~~five~~3 percentage points as a percentage of sales, when compared to the prior ~~period.~~periods. Increases in these costs were primarily driven by compensation and benefit expenses and the consolidation of HSG, ~~mostly~~partially offset by ~~the absence of $48 million in~~lower restructuring ~~impairment~~ and other charges and credits ~~during~~of $18 million and $66 million, respectively, when compared to the ~~three months ended March 31,~~same periods in 2020.

The types of expenses included in the selling, general and administrative expenses line item are: salaries, wages and benefits; ~~stock-based~~share-based compensation expense; travel; sales commissions; professional fees; and depreciation and amortization, utilities, rent for administrative facilities and restructuring, impairment and other charges and credits.

In the three and six months ended ~~March 31,~~June 30, 2021, research, development and engineering expenses decreased by ~~$39~~$188 million, or ~~15%~~44%, and $227 million, or 33%, respectively, when compared to the same periods last year. ~~Cost containment measures resulted in~~The primary driver was lower ~~spending in the most recent quarter, along with the absence of a $13 million charge for~~ restructuring, impairment, and other charges and credits ~~when compared to the prior period.~~of $208 million and $221 million, respectively. As a percentage of sales, these expenses were ~~four~~10 and 7 percentage points lower, respectively, for the three and six months ended June 30, 2021, when compared to the same ~~period~~periods last year.

Included in the line item translated earnings contract gain, net, is the impact of foreign currency hedges which hedge translation exposure arising from movements in the Japanese yen, South Korean won, new Taiwan dollar, euro, Chinese yuan and British pound and its impact on net income (loss). The following table provides detailed information on the impact of translated earnings contract gains and losses:

The translation impact of fluctuations in foreign currency exchange rates, including the impact of hedges realized in the current quarter, did not materially impact Corning’s consolidated income (loss) before income taxes in the three and six months ended ~~March 31,~~June 30, 2021, when compared to the same ~~period~~periods in 2020.

The ~~(provision) benefit~~provision for income taxes and the related effective income tax rates are as follows (in millions):

Net income (loss) and per share data is as follows (in millions, except per share amounts):

For the three months ended ~~March 31,~~June 30, 2021, comprehensive income increased by ~~$669~~$495 million when compared to the same period in 2020, primarily due to an increase in net income of $520 million. The increase in comprehensive income was partially offset by the net loss on foreign currency translation adjustments of $18 million, largely driven by a translation loss of $53 million on the South Korean won and partially offset by a translation gain of $30 million on the Chinese yuan.

For the six months ended June 30, 2021, comprehensive income increased by $1,164 million when compared to the same period in 2020, primarily due to an increase in net income and net unrealized gains on designated hedges of ~~$695~~$1,215 million and ~~$72~~$54 million, respectively. The increase in comprehensive income was partially offset by the net loss on foreign currency translation adjustments of ~~$98~~$116 million, largely driven by the translation loss of $181 million on the Japanese yen and ~~South Korean won.~~partially offset by a translation gain of $49 million on the Chinese yuan.

Refer to Note 14 (Shareholders’ Equity) to the consolidated financial statements for additional information.

In managing the Company and assessing financial performance, certain measures provided by the consolidated financial statements are adjusted to exclude specific items to report core performance measures. These items include gains and losses on translated earnings contracts, acquisition-related costs, certain discrete tax items and other tax-related adjustments, restructuring, impairment losses, and other charges and credits, certain litigation-related expenses, pension mark-to-market adjustments and other items which do not reflect on-going operating results of the Company or its equity affiliates. Corning utilizes constant-currency reporting for the Display Technologies, Environmental Technologies, Specialty Materials and Life Sciences segments for the Japanese yen, South Korean won, Chinese yuan, new Taiwan dollar and the euro. The Company believes that the use of constant-currency reporting allows investors to understand the results without the volatility of currency fluctuations and reflects the underlying economics of the translated earnings contracts used to mitigate the impact of changes in currency exchange rates on earnings and cash flows. Corning also believes that reporting core performance measures provides investors greater transparency to the information used by the management team to make financial and operational decisions.

Core performance measures are not prepared in accordance with GAAP. We believe investors should consider these non-GAAP measures in evaluating results as they are more indicative of core operating performance and how management evaluates operational results and trends. These measures are not, and should not, be viewed as a substitute for GAAP reporting measures. With respect to the Company’s outlook for future periods, it is not possible to provide reconciliations for these non-GAAP measures because the Company does not forecast the movement of foreign currencies against the U.S. dollar, or other items that do not reflect ongoing operations, nor does it forecast items that have not yet occurred or are out of the Company’s control. As a result, the Company is unable to provide outlook information on a GAAP basis.

For a reconciliation of non-GAAP performance measures to their most directly comparable GAAP financial measure, please see “Reconciliation of Non-GAAP Measures”.

Selected highlights from continuing operations, excluding certain items, follow (in millions):

Core net sales are consistent with net sales by reportable segment. Net sales by reportable segment are presented below (in millions):

In the three months ended ~~March 31,~~June 30, 2021, we generated core net income of ~~$402~~$459 million, or ~~$0.45~~$0.53 per diluted share, compared to core net income generated in the three months ended ~~March 31,~~June 30, 2020 of ~~$177~~$218 million, or ~~$0.20~~$0.25 per diluted share. The increase of ~~$225~~$241 million, or $0.28 per diluted share, was primarily due to higher segment net income when compared to the same period in 2020. Net income increases by reportable segment are as follows:

The change in diluted earnings per share was primarily driven by changes in net income, outlined above, and the Company's repurchase and retirement of 35 million Common Shares. Refer to Note 6 ((Loss) Earnings per Common Share) and Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.

In the six months ended June 30, 2021, we generated core net income of $861 million, or $0.97 per diluted share, compared to core net income generated in the six months ended June 30, 2020 of $395 million, or $0.45 per diluted share. The increase of $466 million, and $0.52 per diluted share, was primarily due to higher earnings across all operating segments when compared to the same period in 2020. Net income increases by reportable segments are as follows:

~~The increases in core net income, outlined above, included $50 million of incremental expense due to elevated freight and logistics costs and global supply chain disruptions.~~

~~Included in core net income for the three months ended March 31, 2021 and 2020, is net periodic pension expense in the amounts of $1 million and $12 million, respectively.~~

Net periodic pension expense of less than $1 million and $1 million, respectively, and $13 million and $25 million, respectively, is included in core net income for the three and six months ended June 30, 2021 and June 30, 2020.

The following table sets forth the computation of core basic and core diluted earnings per common share (in millions, except per share amounts):

Corning utilizes certain financial measures and key performance indicators that are not calculated in accordance with GAAP to assess financial and operating performance. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the consolidated statements of income (loss) or statements of cash flows, or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure as calculated and presented in accordance with GAAP in the consolidated statements of income (loss) or statements of cash flows.

Core net sales, core equity in earnings of affiliated companies and core net income are non-GAAP financial measures utilized by management to analyze financial performance without the impact of items that are driven by general economic conditions and events that do not reflect the underlying fundamentals and trends in the Company’s operations.

The following tables reconcile the non-GAAP financial measures to their most directly comparable GAAP financial measure (amounts in millions except percentages and per share amounts):

See Part 1, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Results of Operations – Core Performance Measures, Reconciliation of Non-GAAP Measures, “Items which we exclude from GAAP measures to report core performance measures” for the descriptions of the footnoted reconciling items.

Items which we exclude from GAAP measures to arrive at core performance measures are as follows:

All other businesses that do not meet the quantitative threshold for separate reporting have been grouped as “All Other.” This group is primarily comprised of the results of the pharmaceutical technologies, auto glass, new product lines, development projects, and certain corporate investments.

The Company obtained a controlling interest in HSG during the third quarter of 2020 and has consolidated results in “All Other” as of September 9, 2020. Refer to Note 3 (HSG Transactions) to the consolidated financial statements for additional information on this transaction.

Financial results for the reportable segments are prepared on a basis consistent with the internal disaggregation of financial information to assist the ~~chief operating decision maker (“CODM”)~~CODM in making internal operating decisions. A significant portion of segment revenues and expenses are denominated in currencies other than the U.S. dollar. Management believes it is important to understand the impact on core net income of translating these currencies into U.S. dollars. The Company uses constant currency reporting for Display Technologies, Specialty Materials, Environmental Technologies and Life Sciences. Corning excludes the impact of these currencies from segment sales and net income. The adjustment for constant currency is primarily related to the Display Technologies’ segment and excludes the impact of the fluctuation of the Japanese yen, South Korean won, Chinese yuan, and new Taiwan dollar. Certain income and expenses are included in the unallocated amounts in the reconciliation of reportable segment net income (loss) to consolidated net income (loss). These include items that are not used by the CODM in evaluating the results of or in allocating resources to the segments and include the following items: the impact of translated earnings contracts; acquisition-related costs; discrete tax items and other tax-related adjustments; certain litigation, regulatory and other legal matters; restructuring, impairment losses and other charges and credits; adjustments relating to acquisitions; and other non-recurring non-operational items. Although these amounts ~~have been~~are excluded from segment results, they are included in reported consolidated results.

Earnings of equity affiliates that are closely associated with the reportable segments are included in the respective segment’s net income (loss). Certain common expenses among reportable segments have been allocated differently than they would for stand-alone financial information. Segment net income (loss) may not be consistent with measures used by other companies.

The following table provides net sales and net income for the Display Technologies segment (in millions):

Net sales in the Display Technologies segment increased by ~~$112~~$186 million and $298 million in the three and six months ended ~~March 31,~~June 30, 2021, respectively. Net sales increases in the three months and six months ended June 30, 2021 were largely due to volume growth ~~in the mid-teens in percentage terms partially offset by low-single-digit price declines.~~of approximately 20 percent and substantially flat pricing.

Net income in the Display Technologies segment increased by ~~$61~~$96 million and $157 million in the three and six months ended ~~March 31,~~June 30, 2021, respectively, primarily driven by ~~increased volume and cost control, partially offset by price declines.~~the increases in sales outlined above.

The following table provides net sales and net income for the Optical Communications segment (in millions):

Optical Communications' net sales increased ~~$146~~$188 million and $334 million, respectively, in the three and six months ended ~~March 31,~~June 30, 2021. Net sales of carrier products increased by $96 million and $193 million, respectively, and enterprise products ~~increased by $97~~were $92 million and ~~$49~~$141 million higher, respectively, primarily driven by ~~the accelerated pace of data center builds, network capacity expansion,~~5G, fiber-to-the-home projects, and ~~fiber-to-the-home projects.~~ cloud computing.

Net income increased by ~~$82~~$67 million and $149 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, primarily driven by the changes in sales, outlined above, and cost ~~control.~~control measures.

The following table provides net sales and net income for the Specialty Materials segment (in millions):

Net sales in the Specialty Materials segment increased by ~~$99~~$66 million and $165 million for the three and six months ended ~~March 31,~~June 30, 2021. Strong demand for premium cover materials, strength in the IT market and ~~demand for semiconductor-related~~greater optical ~~glasses~~content in semiconductor manufacturing drove the increase.

Net income ~~increased~~decreased by ~~$40~~$9 million for the three months ended ~~March 31,~~June 30, 2021, primarily driven by increased investments in new innovation programs that are moving towards commercialization. Net income increased by $31 million for the ~~changes~~six months ended June 30, 2021, primarily driven by increases in sales outlined above.

The following table provides net sales and net income for the Environmental Technologies segment (in millions):

Net sales in the Environmental Technologies segment increased by ~~$121~~$181 million and $302 million, respectively, for the three and six months ended ~~March 31,~~June 30, 2021. Sales of ~~heavy-duty~~ diesel products grew ~~44% year-over-year,~~101% and 67%, respectively, driven by customers continuing to adopt more advanced aftertreatment in China and ~~a stronger-than-expected~~continued strength in the North American heavy-duty truck market. Automotive sales were up ~~34% year-over-year~~68% and 48%, respectively, as the global auto market improved and gas particulate filter adoption continued in Europe and China.

Net income increased by ~~$39~~$81 million and $120 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, primarily driven by increases in sales outlined above.

The following table provides net sales and net income for the Life Sciences segment (in millions):

Net sales in the Life Sciences segment increased by ~~$42~~$69 million and $111 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, primarily driven by ~~strong demand across all regions,~~the ongoing recovery in academic and pharmaceutical research labs and continued strong demand for bioproduction products and diagnostic-related consumables.

Net income increased by ~~$10~~$21 million and $31 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, primarily driven by the higher sales volume outlined above.

All other businesses that do not meet the quantitative threshold for separate reporting have been grouped as “All Other.” This group is primarily comprised of the results of the pharmaceutical technologies, auto glass, new product lines and development projects, as well as certain corporate investments.

The following table provides net sales and net loss for All Other (in millions):

Net sales of this segment increased by ~~$214~~$226 million and $440 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, when compared to the same ~~period~~periods in 2020, driven mainly by the consolidation of HSG. Net loss decreased by ~~$45~~$51 million and $96 million driven by the consolidation of HSG and improved profitability in our emerging businesses.

~~There was no material debt activity for~~In the ~~first~~second quarter of ~~2021.~~2021, Corning redeemed $375 million of 2.9% debentures due in 2022, paying a premium of $10 million by exercising our make-whole call. The bond redemption resulted in an $11 million loss during the same quarter.

In July 2021, Corning redeemed $250 million of 3.7% debentures due in 2023, paying a premium of $19 million by exercising our make-whole call. The bond redemption resulted in a $20 million loss during the third quarter.

During the second quarter of 2020, Corning established an incremental liquidity facility for 25 billion Japanese yen, equivalent to $232 million USD, with a maturity of three years. As of June 30, 2021, the facility had not been drawn upon.

In the first quarter of 2020, Corning established two unsecured variable rate loan facilities for 1,050 million Chinese yuan, equivalent to $150 million USD, and 749 million Chinese yuan, equivalent to $105 million USD, each with a maturity of five years. The funds drawn on the loan facilities ~~through the end~~as of ~~the first quarter~~June 30, 2021 totaled ~~1,402~~1,466 million Chinese yuan, ~~or $200 million.~~equivalent to $209 million USD. These Chinese yuan-denominated proceeds will not be converted into ~~USD~~U.S. dollars and will be used for capital projects. Payments of principal and interest on the Notes will be in Chinese yuan, or should yuan be unavailable due to circumstances beyond Corning’s control, a USD equivalent. These loans are the sole obligations of the subsidiary borrowers and are not guaranteed by any other Corning entity.

On April 26, 2018, Corning’s Board of Directors approved ~~a $2 billion share repurchase program with no expiration date (the “2018~~the 2018 Repurchase ~~Program”).~~Program. On July 17, 2019, Corning’s Board of Directors authorized ~~$5 billion in share repurchases with no expiration date (the “2019~~the 2019 Repurchase ~~Program”).~~Program.

~~For~~On April 5, 2021, Corning and SDC executed an SRA. Pursuant to the ~~three months ended March 31, 2021, there~~SRA, the Preferred Stock was fully converted on the Initial Closing Date into 115 million shares of Common Shares. Immediately following the conversion, Corning repurchased and retired 35 million of the Common Shares held by SDC under the 2018 and 2019 Repurchase Programs for an aggregate purchase price of approximately $1.5 billion, of which approximately $507 million was paid on the Initial Closing Date. Subsequent payments of approximately $507 million will be paid on each of the first and second anniversaries of the Initial Closing Date.

Inmarket for the three months ended March 31, 2021. For the three and six months ended June 30, 2021, the Company repurchased 39 thousand shares of common stock on the open market for approximately $1.5 million, as part of its 2019 Repurchase Program.

The Company suspended share buybacks during the first quarter of 2020 and made no share repurchases for the three months ended June 30, 2020. In the six months ended June 30, 2020, the Company repurchased 4.1 million shares of common stock on the open market for approximately $105 million, as part of its 2018 Repurchase Program.

Refer to Note ~~17 (Subsequent Events)~~6 ((Loss) Earnings per Share) and Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.

Capital spending totaled ~~$289~~$613 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021.

Net cash provided by operating activities increased by ~~$475~~$696 million in the ~~three~~six months ended ~~March 31,~~June 30, 2021, when compared to the same period in the prior year. The change was primarily driven by higher net income, ~~and~~ net favorable movements in working capital of ~~$341~~$107 million and lower severance payments of $77 million.

Net cash used in investing activities decreased by ~~$251~~$369 million in the ~~three~~six months ended ~~March 31,~~June 30, 2021, when compared to the same period last ~~year,~~year. The decrease was primarily driven by a reduction in capital ~~expenditures.~~expenditures of $220 million and higher proceeds from the sales of businesses and investments in unconsolidated entities of $102 million and $90 million, respectively.

Net cash used in financing activities ~~was $96~~increased by $1,117 million ~~higher~~ in the ~~three~~six months ended ~~March 31,~~June 30, 2021, when compared to the same period last year. The increase was primarily driven by the payment for conversion of the Preferred Stock of $507 million, higher repayments of short-term borrowings and the current portion of long-term debt of $460 million, and lower proceeds of long-term debt of $209 million. The increase was partially offset by ~~the absence of~~lower repurchases of common stock of ~~$200 million and $105 million, respectively.~~$104 million.

Corning has defined benefit pension plans covering certain domestic and international employees. The Company’s funding policy is to contribute, over time, an amount exceeding the minimum requirements to achieve the Company’s long-term funding targets. During 2021, the Company expects to make cash contributions of $31 million to our international pension plans.

Balance sheet and working capital measures are provided in the following table (in millions):

Corning is committed to strong financial stewardship and expects to maintain a strong cash balance and generate positive free cash flow for the year.

We ended the ~~first~~second quarter of 2021 with approximately ~~$2.9~~$2.3 billion of cash and cash equivalents. Our cash and cash equivalents are held in various locations throughout the world and are generally unrestricted. We utilize a variety of strategies to ensure that our worldwide cash is available in the locations in which it is needed. At ~~March 31,~~June 30, 2021, approximately ~~50%~~61% of the consolidated amount was held outside of the United States.

Corning ~~also~~ has a commercial paper program pursuant to which we may issue short-term, unsecured commercial paper notes up to a maximum aggregate principal amount outstanding at any one time of $1.5 billion. Under this program, the Company may issue the paper from time to time and will use the proceeds for general corporate purposes. As of ~~March 31,~~June 30, 2021, Corning had no outstanding commercial paper.

The Company’s $1.5 billion Revolving Credit Agreement is available to support its commercial paper program, if needed, and for general corporate purposes.

~~Refer to Note 17 (Subsequent Events) to the consolidated financial statements for additional information.~~

Comprehensive reviews of significant customers and their creditworthiness are completed by analyzing their financial strength at least annually, or more frequently for customers where we have identified an increased measure of risk. We closely monitor payments and developments which may signal possible customer credit issues. ~~From time to time, we factor or sell accounts receivable.~~ During the three months ended ~~March 31,~~June 30, 2021, we sold accounts receivable, accelerating collections for the period of $192 million. Sales of accounts receivable during the first quarter of 2021 were $133 ~~million.~~million, which we believe would have been collected during the normal course of business during the second quarter of 2021. We currently have not identified any potential material impact on our liquidity resulting from customer credit issues.

We believe we have sufficient liquidity to fund operations, acquisitions, capital expenditures, scheduled debt repayments and dividend ~~payments.~~payments

The Revolving Credit Agreement includes affirmative and negative covenants with which we must comply, including a leverage (debt to capital ratio) financial covenant. The required leverage ratio is a maximum of 60%. At ~~March 31,~~June 30, 2021, the leverage using this measure was approximately ~~37%~~38%. As of ~~March 31,~~June 30, 2021, we were in compliance and no amounts were outstanding under the Company’s Revolving Credit Agreement.

The Company’s debt instruments contain customary event of default provisions, which allow the lenders the option of accelerating all obligations upon the occurrence of certain events. In addition, some of the debt instruments contain a cross default provision, whereby an uncured default of a specified amount on one debt obligation of the Company, ~~also~~ would be considered a default under the terms of another debt instrument. As of ~~March 31,~~June 30, 2021, we were in compliance with all such provisions.

Other than discussed, management is not aware of any known trends or any known demands, commitments, events or uncertainties that will, or are reasonably likely to, result in insufficient liquidity. There are no known trends, favorable or unfavorable, that would have a material change in the overall cost of liquidity.

There have been no material changes outside the ordinary course of business in off balance sheet arrangements as disclosed in the 2020 Form 10-K under the caption “Off Balance Sheet Arrangements.”

There have been no material changes outside the ordinary course of business in the contractual obligations disclosed in the 2020 Form 10-K under the caption “Contractual Obligations” ~~other than the transaction disclosed in Note 17 (Subsequent Events) to the consolidated financial statements.~~.

The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein. The estimates that require management’s most difficult, subjective or complex judgments are described in the 2020 Form 10-K and remain unchanged through the first ~~three~~six months of 2021. For certain items, additional details are provided below.

We are required to assess the recoverability of the carrying value of long-lived assets when an indicator of impairment has been identified. We review long-lived assets in each quarter in which impairment indicators are present. We must exercise judgment in assessing whether an event of impairment has occurred.

Manufacturing equipment includes certain components of production equipment that are constructed of precious metals, primarily platinum and rhodium. These metals are not depreciated because they have very low physical losses and are repeatedly reclaimed and reused in the manufacturing process and have a very long useful life. Precious metals are reviewed for impairment as part of the assessment of long-lived assets. This review considers all the Company’s precious metals that are either in place in the production process; in reclamation, fabrication, or refinement in anticipation of re-use; or awaiting use to support increased capacity. Precious metals are acquired to support the manufacturing operations and are not held for trading or other purposes.

At ~~March 31,~~June 30, 2021 and December 31, 2020, the carrying value of precious metals was $3.3 billion and $3.4 billion, respectively, and significantly lower than the fair market value. Most of these precious metals are utilized by the Display Technologies and Specialty Materials segments. The potential for impairment exists in the future if negative events significantly decrease the cash flow of these segments. Such events include, but are not limited to, a significant decrease in demand for products or a significant decrease in profitability in these segments.

Refer to Note 1 (Significant Accounting Policies) to the consolidated financial statements.

Corning has been named by the Environmental Protection Agency (the Agency) under the Superfund Act, or by state governments under similar state laws, as a potentially responsible party for 15 active hazardous waste sites. Under the Superfund Act, all parties who may have contributed any waste to a hazardous waste site, identified by the Agency, are jointly and severally liable for the cost of cleanup unless the Agency agrees otherwise. It is Corning’s policy to accrue for its estimated liability related to Superfund sites and other environmental liabilities related to property owned by Corning based on expert analysis and continual monitoring by both internal and external consultants. At ~~March 31,~~June 30, 2021 and December 31, 2020, Corning had accrued approximately ~~$64~~$60 million and $68 million, respectively, for the estimated undiscounted liability for environmental cleanup and related litigation. Based upon the information developed to date, management believes that the accrued reserve is a reasonable estimate of the Company’s liability and that the risk of an additional loss in an amount materially higher than that accrued is remote.

FORWARD-LOOKING STATEMENTS

The statements in this Quarterly Report on Form 10-Q, in reports subsequently filed by Corning with the SEC on Forms 8-K, and related comments by management that are not historical facts or information and contain words such as “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “seek,” “see,” “would,” and “target” and similar expressions are forward-looking statements. Such statements relate to future events that by their nature address matters that are, to different degrees, uncertain. These forward-looking statements relate to, among other things, the Company’s future operating performance, the Company's share of new and existing markets, the Company's revenue and earnings growth rates, the Company’s ability to innovate and commercialize new products, and the Company’s implementation of cost-reduction initiatives and measures to improve pricing, including the optimization of the Company’s manufacturing capacity.

Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, current estimates and forecasts, general economic conditions, its knowledge of its business, and key performance indicators that impact the Company, actual results could differ materially. The Company does not undertake to update forward-looking statements. Some of the risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to:

-	the duration and severity of the COVID-19 pandemic, and its ~~ultimate~~ impact across our businesses on demand, operations and our global supply chains;

-	the effects of acquisitions, dispositions and other similar transactions;

-	global business, financial, economic and political conditions;

-	tariffs and import duties;

-	currency fluctuations between the U.S. dollar and other currencies, primarily the Japanese yen, new Taiwan dollar, euro, Chinese yuan and South Korean won;

-	product demand and industry capacity;

-	competitive products and pricing;

-	availability and costs of critical components and materials;

-	new product development and commercialization;

-	order activity and demand from major customers;

-	the amount and timing of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels;

-	possible disruption in commercial activities due to terrorist activity, cyber-attack, armed conflict, political or financial instability, natural disasters, or major health concerns;

-	loss of intellectual property due to theft, cyber-attack, or disruption to our information technology infrastructure;

-	unanticipated disruption to our supply chain, equipment, facilities, IT systems or operations;

-	effect of regulatory and legal developments;

-	ability to pace capital spending to anticipated levels of customer demand;

-	rate of technology change;

-	ability to enforce patents and protect intellectual property and trade secrets;

-	adverse litigation;

-	product and components performance issues;

-	retention of key personnel;

-	customer ability ~~most notably in the Display Technologies segment,~~ to maintain profitable operations and obtain financing to fund ongoing operations and manufacturing expansions and pay receivables when due;

-	loss of significant customers;

-	changes in tax laws and regulations;

-	the impacts of audits by taxing authorities;

-	the potential impact of legislation, government regulations, and other government action and investigations; and

-	other risks detailed in Corning’s SEC filings.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Disclosures

As noted in the 2020 Form 10-K, we operate and conduct business in many foreign countries and as a result are exposed to fluctuations between the U.S. dollar and other currencies. Volatility in the global financial markets could increase the volatility of foreign currency exchange rates which would, in turn, impact sales and net income. For a discussion of the Company’s exposure to market risk and how we mitigate that risk, refer to Part II, Item 1A, Risk Factors in this Quarterly Report on Form 10-Q and Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risks, contained in the 2020 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision of and with the participation of Corning’s management, including the chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of ~~March 31,~~June 30, 2021, the end of the period covered by this report. Based on that evaluation, we have concluded that the Company’s disclosure controls and procedures were effective as of that date. Corning’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Corning in the reports that it files or submits under the Exchange Act is accumulated and communicated to Corning’s management, including Corning’s principal executive and principal financial officers, or other persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation of internal controls over financial reporting was ~~also~~ performed to determine whether any changes have occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. The chief executive officer and chief financial officer concluded that there was no change in Corning’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

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Part II – Other Information

ITEM 1. LEGAL PROCEEDINGS

Environmental Litigation. See the 2020 Form 10-K, Part I, Item 3. For additional information and updates to estimated liabilities as of ~~March 31,~~June 30, 2021, see Part I, Item 1, Financial Statements, Note 11 (Commitments and Contingencies) of the notes to the consolidated financial statements included under Item 1 of this Quarterly Report, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

In addition to other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in Corning’s 2020 Form 10-K, which could materially impact the Company’s business, financial condition or future results. Risks disclosed in the 2020 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may materially adversely impact Corning’s business, financial condition or operating results. There have been no material changes to Part I, Item 1A. Risk Factors in the 2020 Form 10-K.

‎

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This table provides information about purchases of common stock during the ~~first~~second quarter of 2021:

Issuer Purchases of Equity Securities

Number of

shares purchased as

Approximate dollar

Total number

Average

part of publicly

value of shares that

of shares

price paid

announced

may yet be purchased

Period

purchased (1)

per share (2)

programs (3)

under the programs

January 1 - 31, 2021
68,251 $ 36.60
February 1 - 28, 2021
45,210 37.08
March 1 - 31, 2021
34,223 43.50
Total
147,684 $ 38.35 — $ 5,318,357,636

					Number of
					shares purchased as		Approximate dollar
	Total number		Average		part of publicly		value of shares that
	of shares		price paid		announced		may yet be purchased
Period	purchased (1)		per share (2)		programs		under the programs
April 1 - 30, 2021
Shares surrendered for tax withholdings		316,989	$	45.84
Shares repurchased ⁽³⁾		35,000,000		43.49		35,000,000
May 1 - 31, 2021		809,765		44.19
June 1 - 30, 2021		40,529		38.82		38,761
Total		36,167,283	$	43.52		35,038,761	$	3,794,707,647

⁽¹⁾

This column reflects the deemed surrender to the Company of common stock to satisfy employee tax withholding obligations during the ~~first~~second quarter of 2021: (i) ~~110,735~~1,007,902 shares of common stock related to the vesting of employee restricted stock units; (ii) ~~10,331~~73,126 shares of common stock related to the vesting of restricted stock issued to employees; (iii) ~~26,588~~45,315 shares of common stock related to the vesting of employee performance-based restricted stock units; ~~and~~ (iv) 302,179 shares of common stock related to the exercise of employee stock options and payment of the exercise ~~price.~~ price, (v) the purchase of 38,761 shares of common stock in open market repurchases under the 2019 Repurchase Program, and (vi) the purchase of 35 million shares of common stock under the 2018 and 2019 Repurchase Programs.

⁽²⁾

Represents the stock price at the time of surrender.

⁽³⁾

~~The Company suspended share repurchases~~Pursuant to the SRA, the Preferred Stock was fully converted into 115 million shares of Common Shares on the Initial Closing Date. Corning immediately repurchased and retired 35 million Common Shares for an aggregate purchase price of approximately $1.5 billion, of which approximately $507 million was paid on the ~~period~~Initial Closing Date. Subsequent payments of ~~March 20, 2020 through March 31, 2021.~~approximately $507 million will be paid on each of the first and second anniversaries of the Initial Closing Date. Refer to Note 6 ((Loss) Earnings per Share) and Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.

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ITEM 6. EXHIBITS

(a)	Exhibits

	Exhibit Number	Exhibit Name

	~~4.6~~	First Amendment to Shareholder Agreement, dated as of April 5, 2021, by and between Samsung Display Co. Ltd. and Corning Incorporated. (Incorporated by reference to Exhibit 10.2 to Corning’s Form 8-K filed on April 5, 2021.)

	~~10.81~~	Share Repurchase Agreement, dated as of April 5, 2021, by and between Samsung Display Co., Ltd. and Corning Incorporated. (Incorporated by reference to Exhibit 10.1 to Corning’s Form 8-K filed on April 5, 2021.)

	31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Exchange Act

	31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Exchange Act

	32	Certification Pursuant to 18 U.S.C. Section 1350

	101.INS	Inline XBRL Instance Document

	101.SCH	Inline XBRL Taxonomy Extension Schema Document

	101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document

	101.LAB	Inline XBRL Taxonomy Label Linkbase Document

	101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document

	101.DEF	Inline XBRL Taxonomy Definition Document

	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Corning Incorporated
			(Registrant)



	~~April 30,~~July 27, 2021		/s/ Edward A. Schlesinger
	Date		Edward A. Schlesinger
			Senior Vice President and Corporate Controller

PART I – FINANCIAL INFORMATION
	Page
Item 1. Financial Statements

Consolidated Statements of Income (Loss) (Unaudited) for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	3

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	4

Consolidated Balance Sheets (Unaudited) at ~~March 31,~~June 30, 2021 and December 31, 2020	5

Consolidated Statements of Cash Flows (Unaudited) for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020	6

Consolidated Statements of Changes to Shareholders’ Equity (Unaudited) for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	7

Notes to Consolidated Financial Statements (Unaudited)	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829

Item 3. Quantitative and Qualitative Disclosures About Market Risk	4750

Item 4. Controls and Procedures	4750

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	4851

Item 1A. Risk Factors	4851

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4952

Item 6. Exhibits	5053

Signatures	5154

	Three months ended						Three months ended						Six months ended
	March 31,						June 30,						June 30,
	2021			2020			2021			2020			2021			2020
Net sales	$	3,290		$	2,391		$	3,501		$	2,561		$	6,791		$	4,952
Cost of sales		2,134			1,830			2,186			1,805			4,320			3,635

Gross margin		1,156			561			1,315			756			2,471			1,317

Operating expenses:
Selling, general and administrative expenses		400			395			465			401			865			796
Research, development and engineering expenses		222			261			242			430			464			691
Amortization of purchased intangibles		32			26			33			28			65			54

Operating income (loss)		502			(121	)		575			(103	)		1,077			(224	)

Equity in earnings of affiliated companies		8			14			7			79			15			93
Interest income		3			6			2			3			5			9
Interest expense		(77	)		(64	)		(78	)		(67	)		(155	)		(131	)
Translated earnings contract gain, net (Note 12)		272			68			3			37			275			105
Other income (expense), net		117			(11	)		7			2			124			(9	)

Income (loss) before income taxes		825			(108	)		516			(49	)		1,341			(157	)
(Provision) benefit for income taxes (Note 5)		(226	)		12
Provision for income taxes (Note 5)								(67	)		(22	)		(293	)		(10	)

Net income (loss) attributable to Corning Incorporated	$	599		$	(96	)	$	449		$	(71	)	$	1,048		$	(167	)

Earnings (loss) per common share attributable to Corning Incorporated:
(Loss) earnings per common share available to common stockholders:
Basic (Note 6)	$	0.75		$	(0.16	)	$	(0.42	)	$	(0.13	)	$	0.27		$	(0.28	)
Diluted (Note 6)	$	0.67		$	(0.16	)	$	(0.42	)	$	(0.13	)	$	0.27		$	(0.28	)

Reconciliation of net income (loss) attributable to Corning Incorporated versus net (loss) income available to common stockholders:

Net income (loss) attributable to Corning Incorporated							$	449		$	(71	)	$	1,048		$	(167	)

Series A convertible preferred stock dividend											(25	)		(24	)		(49	)
Excess consideration paid for redemption of preferred shares (1)								(803	)					(803	)

Net (loss) income available to common stockholders							$	(354	)	$	(96	)	$	221		$	(216	)

	Three months ended						Three months ended						Six months ended
	March 31,						June 30,						June 30,
	2021			2020			2021			2020			2021			2020
Net income (loss) attributable to Corning Incorporated	$	599		$	(96	)	$	449		$	(71	)	$	1,048		$	(167	)

Foreign currency translation adjustments and other		(363	)		(265	)		40			58			(323	)		(207	)
Unamortized losses and prior service costs for postretirement benefit plans								(1	)		(12	)		(1	)		(12	)
Net unrealized gains (losses) on designated hedges		11			(61	)		1			19			12			(42	)
Other comprehensive loss, net of tax (Note 14)		(352	)		(326	)
Other comprehensive income (loss), net of tax (Note 14)								40			65			(312	)		(261	)

Comprehensive income (loss) attributable to Corning Incorporated	$	247		$	(422	)	$	489		$	(6	)	$	736		$	(428	)

	March 31,			December 31,			June 30,			December 31,
	2021			2020			2021			2020
Assets

Current assets:
Cash and cash equivalents	$	2,868		$	2,672		$	2,320		$	2,672
Trade accounts receivable, net of doubtful accounts - $44 and $46		1,900			2,133
Trade accounts receivable, net of doubtful accounts - $42 and $46								2,057			2,133
Inventories, net (Note 7)		2,361			2,438			2,387			2,438
Other current assets (Note 12)		974			761
Other current assets								884			761
Total current assets		8,103			8,004			7,648			8,004

Property, plant and equipment, net of accumulated depreciation - $13,514 and $13,663		15,364			15,742
Property, plant and equipment, net of accumulated depreciation - $13,657 and $13,663								15,455			15,742
Goodwill, net		2,429			2,460			2,433			2,460
Other intangible assets, net		1,259			1,308			1,228			1,308
Deferred income taxes (Note 5)		992			1,121			1,051			1,121
Other assets (Note 12)		1,996			2,140
Other assets								1,991			2,140

Total Assets	$	30,143		$	30,775		$	29,806		$	30,775

Liabilities and Equity

Current liabilities:
Current portion of long-term debt and short-term borrowings (Note 9)	$	154		$	156		$	353		$	156
Accounts payable		1,272			1,174			1,312			1,174
Other accrued liabilities (Note 8 and Note 11)		2,087			2,437			2,959			2,437
Total current liabilities		3,513			3,767			4,624			3,767

Long-term debt (Note 9)		7,650			7,816			7,025			7,816
Postretirement benefits other than pensions (Note 10)		733			727			723			727
Other liabilities (Note 8 and Note 11)		4,689			5,017			5,292			5,017
Total liabilities		16,585			17,327			17,664			17,327

Commitments and contingencies (Note 11)
Shareholders’ equity (Note 14):
Convertible preferred stock, Series A – Par value $100 per share; Shares authorized 3,100; Shares issued: 2,300		2,300			2,300
Common stock – Par value $0.50 per share; Shares authorized 3.8 billion; Shares issued: 1,729 million and 1,726 million		864			863
Convertible preferred stock, Series A – Par value $100 per share; Shares authorized 0 and 3,100; Shares issued: 0 and 2,300								0			2,300
Common stock – Par value $0.50 per share; Shares authorized 3.8 billion; Shares issued: 1.8 billion and 1.7 billion								907			863
Additional paid-in capital – common stock		14,722			14,642			16,352			14,642
Retained earnings		16,509			16,120			15,739			16,120
Treasury stock, at cost; Shares held: 961 million and 961 million		(19,934	)		(19,928	)
Treasury stock, at cost; Shares held: 962 million and 961 million								(19,986	)		(19,928	)
Accumulated other comprehensive loss		(1,092	)		(740	)		(1,052	)		(740	)
Total Corning Incorporated shareholders’ equity		13,369			13,257			11,960			13,257
Non-controlling interests		189			191			182			191
Total equity		13,558			13,448			12,142			13,448

Total Liabilities and Equity	$	30,143		$	30,775		$	29,806		$	30,775

	Three months ended						Six months ended
	March 31,						June 30,
	2021			2020			2021			2020
Cash Flows from Operating Activities:
Net income (loss)	$	599		$	(96	)	$	1,048		$	(167	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		330			356			666			680
Amortization of purchased intangibles		32			26			65			54
Loss on disposal of assets		0			60			1			75
Severance charges		0			77			1			135
Severance payments		(13	)		(75	)		(20	)		(97	)
Share-based compensation expense								78			65
Equity in earnings of affiliated companies								(15	)		(93	)
Translation (gain) loss on Japanese yen-denominated debt		(118	)		14			(123	)		11
Deferred tax provision (benefit)		121			(40	)		56			(130	)
Customer deposits and incentives		12			125
Customer deposits and government incentives								114			125
Translated earnings contract gain		(272	)		(68	)		(275	)		(105	)
Unrealized translation losses on transactions		59			33			51			11
Tax assessment refunds		0			101			0			101
Asset impairment								0			195
Changes in certain working capital items:
Trade accounts receivable		109			43			(49	)		27
Inventories		44			(67	)		18			53
Other current assets		(26	)		(10	)		(153	)		20
Accounts payable and other current liabilities		(27	)		(207	)		156			(235	)
Other, net		(127	)		(24	)		(125	)		73
Net cash provided by operating activities		723			248			1,494			798

Cash Flows from Investing Activities:
Capital expenditures		(289	)		(545	)		(613	)		(833	)
Proceeds from sale or disposal of assets								17			27
Proceeds from sale of business		24			0			102			0
Realized (losses) gains on translated earnings contract		(3	)		11
Investment in and proceeds from unconsolidated entities, net								85			(5	)
Realized gains on translated earnings contract								13			12
Other, net		(20	)		(5	)		(19	)		15
Net cash used in investing activities		(288	)		(539	)		(415	)		(784	)

Cash Flows from Financing Activities:
Repayments of short-term borrowings and current portion of long-term debt		(25	)		0			(460	)		0
Proceeds from issuance of long-term debt, net		0			200			0			209
Payment for redemption of preferred stock								(507	)		0
Payments of employee withholding tax on stock awards								(55	)		(8	)
Proceeds from exercise of stock options		51			7			82			13
Repurchases of common stock for treasury		0			(105	)
Purchases of common stock for treasury								(1	)		(105	)
Dividends paid		(208	)		(192	)		(442	)		(383	)
Other, net		(8	)		(4	)		(6	)		2
Net cash used in financing activities		(190	)		(94	)		(1,389	)		(272	)
Effect of exchange rates on cash		(49	)		(24	)		(42	)		(18	)
Net increase (decrease) in cash and cash equivalents		196			(409	)
Net decrease in cash and cash equivalents								(352	)		(276	)
Cash and cash equivalents at beginning of period		2,672			2,434			2,672			2,434
Cash and cash equivalents at end of period	$	2,868		$	2,025		$	2,320		$	2,158

(In millions)	Convertible preferred stock		Common stock		Additional paid-in capital common		Retained earnings			Treasury stock			Accumulated other comprehensive loss			Total Corning Incorporated shareholders' equity			Non-controlling interests			Total			Convertible preferred stock			Common stock		Additional paid-in capital common		Retained earnings			Treasury stock			Accumulated other comprehensive loss			Total Corning Incorporated shareholders' equity			Non-controlling interests			Total
Balance, December 31, 2020	$	2,300	$	863	$	14,642	$	16,120		$	(19,928	)	$	(740	)	$	13,257		$	191		$	13,448		$	2,300		$	863	$	14,642	$	16,120		$	(19,928	)	$	(740	)	$	13,257		$	191		$	13,448
Net income								599									599			2			601										599									599			2			601
Other comprehensive loss														(352	)		(352	)		(1	)		(353	)															(352	)		(352	)		(1	)		(353	)
Shares issued to benefit plans and for option exercises				1		80											81						81						1		80											81						81
Common dividends ($0.24 per share)								(187	)								(187	)					(187	)
Preferred dividends ($10,625 per share)								(24	)								(24	)					(24	)
Other, net								1			(6	)					(5	)		(3	)		(8	)
Common dividends ($0.24 per share)																																	(187	)								(187	)					(187	)
Preferred dividends ($10,625 per share)																																	(24	)								(24	)					(24	)
Other, net ⁽¹⁾																																	1			(6	)					(5	)		(3	)		(8	)
Balance, March 31, 2021	$	2,300	$	864	$	14,722	$	16,509		$	(19,934	)	$	(1,092	)	$	13,369		$	189		$	13,558		$	2,300		$	864	$	14,722	$	16,509		$	(19,934	)	$	(1,092	)	$	13,369		$	189		$	13,558
Net income																																	449									449			5			454
Other comprehensive income																																							40			40			1			41
Redemption of preferred stock ⁽²⁾																										(700	)						(803	)								(1,503	)					(1,503	)
Conversion of preferred stock to common stock ⁽³⁾																										(1,600	)		40		1,560											—						—
Purchase of common stock for treasury																																				(1	)					(1	)					(1	)
Shares issued to benefit plans and for option exercises																													3		70											73						73
Common dividends ($0.48 per share)																																	(416	)								(416	)					(416	)
Other, net ⁽¹⁾																																				(51	)					(51	)		(13	)		(64	)
Balance, June 30, 2021																									$	—		$	907	$	16,352	$	15,739		$	(19,986	)	$	(1,052	)	$	11,960		$	182		$	12,142

⁽¹⁾	Treasury stock includes the deemed surrender to the Company of common stock to satisfy employee tax withholding obligations.
⁽²⁾	Refer to Note 6 ((Loss) Earnings per Share) and Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.
⁽³⁾	Refer to Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.

	Three months ended
	June 30, 2020
			Selling,		Research,
			general		development
			and		and
	Gross		administrative		engineering
	margin (1)		expenses		expenses		Other		Total
Severance	$	24	$	18	$	16		0	$	58
Asset impairment		0		0		195		0		195
Capacity realignment		60		0		0		0		60
Other charges and credits		14		4		1	$	5		24
Total restructuring, impairment and other charges and credits	$	98	$	22	$	212	$	5	$	337

Fair value of previously held equity investment	$	250
Equity investment liability balance as of acquisition date		(248	)
Corning's gain on previously held equity investment	$	498

Inventory	$	503
Property, plant and equipment		651
Intangible assets		285
Other current and non-current assets ⁽¹⁾		173
Short-term borrowings		(178	)
Trade payables and other accrued liabilities		(329	)
Other liabilities		(1,261	)
Total identified net liabilities		(156	)
Non-controlling interests ⁽²⁾		(102	)
Total fair value of Corning's previously held equity investment ⁽²⁾		(250	)
Goodwill ⁽³⁾	$	508


⁽¹⁾	For the three and sixmonths ended ~~March 31,~~ June 30, 2021 and 2020,the ~~Series A preferred stock~~Preferred Stock was anti-dilutive; therefore, it was excluded from the calculation of diluted ~~loss~~(loss) earnings per share.

	Pension benefits						Postretirement benefits						Pension benefits												Postretirement benefits
	Three months ended						Three months ended						Three months ended						Six months ended						Three months ended						Six months ended
	March 31,						March 31,						June 30,						June 30,						June 30,						June 30,
	2021			2020			2021			2020			2021			2020			2021			2020			2021			2020			2021			2020
Service cost	$	32		$	29		$	2		$	2		$	32		$	29		$	64		$	58		$	3		$	3		$	5		$	5
Interest cost		22			31			4			5			21			31			43			62			4			5			8			10
Expected return on plan assets		(54	)		(49	)								(54	)		(49	)		(108	)		(98	)		0			0			0			0
Amortization of prior service cost (credit)		1			1			(1	)		(1	)		1			2			2			3			(2	)		(2	)		(3	)		(3	)
Recognition of actuarial loss (gain)														10			(2	)		10			(2	)		1			0			1			0
Total pension and postretirement benefit expense	$	1		$	12		$	5		$	6		$	10		$	11		$	11		$	23		$	6		$	6		$	11		$	12

⁽²⁾	Japanese yen-denominated option contracts include zero-cost collars, purchased call options and put options. With respect to the zero-cost collars, the gross notional amount includes the value of both the put and call options. However, due to the nature of the zero-cost collars, only the put or the call option can be exercised at maturity.
⁽³⁾	Other foreign currencies ~~denominated~~ option contracts are purchased basket options that include a basket of underlying currencies, including the Japanese yen, South Korean won, Chinese yuan, euro and British pound, and each basket option will be settled against USD.

					Asset derivatives					Liability derivatives											Asset derivatives					Liability derivatives
	Notional amount				Balance	Fair value				Balance	Fair value						Notional amount				Balance	Fair value				Balance	Fair value
	March 31,		Dec. 31,		sheet	March 31,		Dec. 31,		sheet	March 31,			Dec. 31,			June 30,		Dec. 31,		sheet	June 30,		Dec. 31,		sheet	June 30,			Dec. 31,
	2021		2020		location	2021		2020		location	2021			2020			2021		2020		location	2021		2020		location	2021			2020

Derivatives designated as hedging instruments

Foreign exchange contracts ⁽¹⁾	$	769	$	1,143	Other current assets	$	47	$	37	Other accrued liabilities	$	(2	)	$	(3	)	$	708	$	1,143	Other current assets	$	49	$	37	Other accrued liabilities		0		$	(3	)
					Other assets		24		21	Other liabilities		0			(1	)					Other assets		21		21	Other liabilities		0			(1	)

Derivatives not designated as hedging instruments

Foreign exchange and other contracts		5,781		6,144	Other current assets		71		45	Other accrued liabilities		(39	)		(76	)		5,205		6,144	Other current assets		31		45	Other accrued liabilities	$	(40	)		(76	)
					Other assets		14		41	Other liabilities		(32	)		(59	)					Other assets		16		41	Other liabilities		(31	)		(59	)
Translated earnings contracts		8,124		7,453	Other current assets		98		66	Other accrued liabilities		(11	)		(110	)		8,299		7,453	Other current assets		100		66	Other accrued liabilities		(12	)		(110	)
					Other assets		144		61	Other liabilities		(5	)		(95	)					Other assets		138		61	Other liabilities		(13	)		(95	)
Total derivatives	$	14,674	$	14,740		$	398	$	271		$	(89	)	$	(344	)	$	14,212	$	14,740		$	355	$	271		$	(96	)	$	(344	)

	Effect of derivative instruments on the consolidated financial statements for the three months ended March 31,											Effect of derivative instruments on the consolidated financial statements for the three months ended June 30,
Derivative hedging	Gain (loss) recognized in other					Location of gain (loss) reclassified from	Gain (loss) reclassified from
Derivatives in hedging												Gain (loss) recognized in other					Location of gain (loss) reclassified from	Gain (loss) reclassified from
relationships for												comprehensive income (OCI)					accumulated OCI into income	accumulated OCI into income
cash flow hedges												2021		2020			effective (ineffective)	2021		2020

																	Net sales	$	4	$	(3	)
Foreign exchange contracts												$	15	$	22		Cost of sales		10		0
Total cash flow hedges												$	15	$	22			$	14	$	(3	)


												Effect of derivative instruments on the consolidated financial statements for the six months ended June 30,
Derivatives in hedging												Gain (loss) recognized in other					Location of gain (loss) reclassified from	Gain (loss) reclassified from
relationships for	comprehensive income (OCI)					accumulated OCI into income	accumulated OCI into income					comprehensive income (OCI)					accumulated OCI into income	accumulated OCI into income
cash flow hedges	2021		2020			effective (ineffective)	2021		2020			2021		2020			effective (ineffective)	2021		2020

						Net sales	$	2	$	1							Net sales	$	6	$	(2	)
						Cost of sales		7		5							Cost of sales		17		5
Foreign exchange contracts	$	26	$	(89	)	Other expense, net ⁽¹⁾		0		(14	)	$	41	$	(67	)	Other expense, net ⁽¹⁾		0		(14	)
Total cash flow hedges	$	26	$	(89	)		$	9	$	(8	)	$	41	$	(67	)		$	23	$	(11	)

	March 31,		December 31,
	2021		2020
Finished goods	$	1,172	$	1,236
Work in process		348		357
Raw materials and accessories		369		370
Supplies and packing materials		472		475
Total inventories, net	$	2,361	$	2,438

	June 30,		December 31,
	2021		2020
Finished goods	$	1,169	$	1,236
Work in process		340		357
Raw materials and accessories		384		370
Supplies and packing materials		494		475
Total inventories, net	$	2,387	$	2,438

		Gain recognized in income (loss)
		Three months ended
	Location of gain	March 31,
Undesignated derivatives	recognized in income (loss)	2021		2020

Foreign exchange and other contracts – balance sheet, loans and other	Other income, net	$	44	$	1
Translated earnings contracts	Translated earnings contract gain, net		272		68
Total undesignated		$	316	$	69

		(Loss) gain recognized in income
		Three months ended						Six months ended
	Location of (loss) gain	June 30,						June 30,
Undesignated derivatives	recognized in income	2021			2020			2021		2020

Foreign exchange and other contracts – balance sheet, loans and other	Other income (expense), net	$	(9	)	$	(15	)	$	35	$	(14	)
Translated earnings contracts	Translated earnings contract gain, net		3			37			275		105
Total undesignated		$	(6	)	$	22		$	310	$	91

			Fair value measurements at reporting date								Fair value measurements at reporting date
	March 31, 2021		(Level 1)		(Level 2)		(Level 3)		June 30, 2021		(Level 1)		(Level 2)		(Level 3)
Current assets:
Other current assets ^(1)(2)(3)	$	329	$	109	$	216	$	4	$	205	$	16	$	180	$	9
Non-current assets:
Other assets ⁽¹⁾⁽²⁾	$	198			$	182	$	16	$	183		0	$	175	$	8
Current liabilities:
Other accrued liabilities ⁽¹⁾	$	52			$	52			$	52		0	$	52		0
Non-current liabilities:
Other liabilities ⁽¹⁾⁽⁴⁾	$	37			$	37			$	65		0	$	65		0

⁽²⁾	Included in other current assets and other assets is a contingent consideration asset for a cost adjustment contract of ~~$20~~$17 million, resulting from the HSG Transactions as of September 9, 2020, that ~~were~~was measured using unobservable (Level 3) inputs.
⁽³⁾	Equity securities with readily available fair values ~~that are~~of $16 million were measured using Level 1 inputs ~~are~~and have been included in other current assets ~~in the amount of $109 million~~ as of ~~March 31,~~ June 30, 2021. An investment was sold for $84 million during the second quarter of 2021.
⁽⁴⁾	Other liabilities include a $21 million put option from the SRA with SDC, which was measured using significant other observable (Level 2) inputs. Refer to Note 14 (Shareholders' Equity) to the consolidated financial statements for additional information.

			Fair value measurements at reporting date
	December 31, 2020		(Level 1)		(Level 2)		(Level 3)
Current assets:
Other current assets ^(1)(2)(3)	$	152			$	148	$	4
Non-current assets:
Investments ⁽⁴⁾	$	137	$	137
Other assets ^(1)(2)(3)	$	139			$	123	$	16
Current liabilities:
Other accrued liabilities ⁽¹⁾	$	189			$	189
Non-current liabilities:
Other liabilities ⁽¹⁾	$	155			$	155

⁽¹⁾	Derivative assets and liabilities include foreign exchange contracts which ~~are~~were measured using observable inputs for similar assets and liabilities.
⁽²⁾	Included in other current assets and other assets is a contingent consideration asset for a cost adjustment contract of $20 million, resulting from the HSG Transactions as of September 9, 2020, that ~~were~~was measured using unobservable (Level 3) inputs.
⁽³⁾	For the year ended December 31, 2020, assets and liabilities that were measured using unobservable (Level 3) inputs resulted in losses recognized in earnings of $21 million for a renewable energy derivative contract and $4 million for auction rate ~~securities, respectively.~~securities.
⁽⁴⁾	Included in ~~the~~ investments were equity securities with readily available fair values that were measured using Level 1 inputs. A pre-tax gain of $107 million was recognized from the initial public offering of an investment for the year ended December 31, 2020.

●	The 35 million Common Shares repurchased by Corning were excluded from the weighted-average common shares outstanding for the calculation of the Company’s basic and diluted earnings per share starting on the Initial Closing Date.
●	The Shares repurchased were accounted for as a redemption of Preferred Stock. The excess of the $1.5 billion consideration paid over the carrying value of the Preferred Stock reduced the net income available to common shareholders by $803 million and resulted in negative earnings per share in the second quarter of 2021.

						Weighted-
						average
				Weighted-		remaining		Aggregate
	Number			average		contractual		intrinsic
	of shares			exercise		term in		value
	(in thousands)			price		years		(in thousands)
Options Outstanding as of December 31, 2020		17,095		$	21.60
Granted
Exercised		(2,667	)		18.89
Forfeited and Expired		(153	)		23.39
Options Outstanding as of March 31, 2021		14,275			22.08		7.24	$	305,893
Options Expected to Vest as of March 31, 2021		14,118			22.10		7.22		302,266
Options Exercisable as of March 31, 2021		5,961			19.86		5.52		140,984

				Weighted					Weighted
	Number			average		Number			average
	of shares			grant-date		of shares			grant-date
	(in thousands)			fair value		(in thousands)			fair value
Non-vested shares and share units at December 31, 2020		12,943		$	22.87		12,943		$	22.87
Granted		316			36.42		1,384			42.11
Vested		(160	)		23.13		(3,414	)		22.61
Forfeited		(216	)		24.33		(321	)		23.45
Non-vested shares and share units at March 31, 2021		12,883		$	23.18
Non-vested shares and share units at June 30, 2021							10,592		$	25.45

	Display			Optical			Specialty			Environmental			Life			All						Display			Optical			Specialty			Environmental			Life			All
	Technologies			Communications			Materials			Technologies			Sciences			Other			Total			Technologies			Communications			Materials			Technologies			Sciences			Other			Total
Three months ended
March 31, 2021
June 30, 2021
Segment net sales	$	863		$	937		$	451		$	441		$	300		$	271		$	3,263		$	939		$	1,075		$	483		$	407		$	312		$	288		$	3,504
Depreciation ⁽¹⁾	$	148		$	58		$	41		$	36		$	12		$	32		$	327		$	149		$	58		$	42		$	35		$	14		$	34		$	332
Research, development and engineering expenses ⁽²⁾	$	22		$	51		$	45		$	27		$	8		$	34		$	187		$	26		$	52		$	49		$	29		$	8		$	36		$	200
Income tax (provision) benefit ⁽³⁾	$	(56	)	$	(31	)	$	(24	)	$	(20	)	$	(13	)	$	8		$	(136	)	$	(64	)	$	(40	)	$	(22	)	$	(21	)	$	(14	)	$	3		$	(158	)
Segment net income (loss) ⁽⁴⁾	$	213		$	111		$	91		$	74		$	48		$	(24	)	$	513		$	248		$	148		$	81		$	81		$	52		$	(15	)	$	595

●	~~Pursuant to the SRA, Corning agreed to repurchase 35 million of the Common Shares for an aggregate purchase price of approximately $1.5 billion, of which approximately $507 million was paid on~~ ~~April 8, 2021 (~~~~the “Initial Closing Date”) and approximately $507 million will be paid on each of the~~ ~~first~~ ~~and~~ ~~second~~ ~~anniversaries of the Initial Closing Date.~~

●	Higher segment net income of ~~$277~~$307 million primarily driven by higher sales and cost control; net income increases by segment were ~~$61~~$96 million, ~~$82~~$67 million, ~~$40~~$81 million, ~~$39 million, $10~~$21 million and ~~$45~~$51 million for Display Technologies, Optical Communications, Environmental Technologies, Life Sciences and "All Other", respectively; and
●	Lower charges of $252 million for severance charges, impairment and capacity realignment costs.

●	Higher segment net income of $584 million primarily driven by higher sales and cost control; net income increases by segment were $157 million, $149 million, $31 million, $120 million, $31 million and $96 million for Display Technologies, Optical Communications, Specialty Materials, Environmental Technologies, Life Sciences and "All Other", respectively;
●	The absence of ~~restructuring,~~$152 million for an after-tax asset impairment loss related to investments in research and ~~other~~development programs within our All Other segment;
●	Lower charges of $266 million, primarily driven by lower severance and ~~credits of $166 million;~~ capacity realignment costs;
●	Translated earnings contract gains in the current period were ~~$164~~$140 million higher than prior ~~year gains;~~year;
●	The absence of a negative impact of a cumulative adjustment recorded during the first quarter of 2020 to reduce revenue ~~in the amount of~~ $105 million; and
●	Higher translation gains of ~~$101~~$102 million on Japanese yen-denominated debt.

	Three months ended						%			Three months ended						%			Six months ended						%
	March 31,						change			June 30,						change			June 30,						change
	2021			2020			21 vs. 20			2021			2020			21 vs. 20			2021			2020			21 vs. 20

Net sales	$	3,290		$	2,391			38	%	$	3,501		$	2,561			37		$	6,791		$	4,952			37

Gross margin	$	1,156		$	561			106	%	$	1,315		$	756			74		$	2,471		$	1,317			88
(gross margin %)		35	%		23	%					38	%		30	%					36	%		27	%

Selling, general and administrative expenses	$	400		$	395			1	%	$	465		$	401			16		$	865		$	796			9
(as a % of net sales)		12	%		17	%					13	%		16	%					13	%		16	%

Research, development and engineering expenses	$	222		$	261			(15	%)	$	242		$	430			(44	)	$	464		$	691			(33	)
(as a % of net sales)		7	%		11	%					7	%		17	%					7	%		14	%

Translated earnings contract gain, net	$	272		$	68			300	%	$	3		$	37			(92	)	$	275		$	105			162
(as a % of net sales)		8	%		3	%					0	%		1	%					4	%		2	%

Income (loss) before income taxes	$	825		$	(108	)		*		$	516		$	(49	)		*		$	1,341		$	(157	)		*
(as a % of net sales)		25	%		(5	%)					15	%		(2	%)					20	%		(3	%)

(Provision) benefit for income taxes	$	(226	)	$	12			*
Provision for income taxes										$	(67	)	$	(22	)		205		$	(293	)	$	(10	)		*
(as a % of net sales)		(7	%)		1	%					(2	%)		(1	%)					(4	%)		(0	%)

Net income (loss) attributable to Corning Incorporated	$	599		$	(96	)		*		$	449		$	(71	)		*		$	1,048		$	(167	)		*
(as a % of net sales)		18	%		(4	%)					13	%		(3	%)					15	%		(3	%)

●	Net sales for Life Sciences increased by ~~$42~~$69 million, or ~~16%~~28%, primarily driven by ~~strong demand across all regions,~~the ongoing recovery in academic and pharmaceutical research labs and continued strong demand for bioproduction products and diagnostic-related consumables; and
●	Net sales for “All Other” increased by ~~$214~~$226 million, mainly driven by the consolidation of HSG sales.

●	Net sales for Life Sciences increased by $111 million, or 22%, primarily driven by the ongoing recovery in academic and pharmaceutical research labs and continued strong demand for bioproduction products and diagnostic-related consumables; and
●	Net sales for “All Other” increased by $440 million, mainly driven by the consolidation of HSG sales.

●	Optical Communications’ net income increased by ~~$82~~$149 million, largely driven by volume and cost ~~control;~~control measures;
●	Specialty Materials' net income increased by ~~$40~~$31 million largely driven by increased demand and volume; ~~and~~

●	Environmental Technologies’~~, Life Sciences’ and “All Other”~~ net income increased by ~~$39 million, $10~~$120 million; and
●	Life Sciences' and "All Other" net income increased by $31 million and ~~$45~~$96 million, respectively.

	Three months ended March 31, 2021																	Three months ended June 30, 2021
						Income																Income
						before						Effective										before						Effective
	Net			Equity		income			Net			tax			Per			Net		Equity		income			Net			tax			Per
	sales			earnings		taxes			income			rate (a)			share			sales		earnings		taxes			income			rate (a)			share
As reported - GAAP	$	3,290		$	8	$	825		$	599			27.4	%	$	0.67		$	3,501	$	7	$	516		$	449			13.0	%	$	(0.42	)
Preferred stock redemption (b)																																0.94
Subtotal																			3,501		7		516			449			13.0	%		0.52

Constant-currency adjustment ⁽¹⁾		(27	)				(6	)		5						0.01			3		1		20			1						0.00
Translation gain on Japanese yen-denominated debt ⁽²⁾							(118	)		(90	)					(0.10	)						(5	)		(4	)					(0.00	)
Translated earnings contract gain ⁽³⁾							(272	)		(209	)					(0.23	)						(3	)		(3	)					(0.00	)
Acquisition-related costs ⁽⁴⁾							47			35						0.04							38			30						0.04
Discrete tax items and other tax-related adjustments ⁽⁵⁾										37						0.04										(31	)					(0.04	)
Litigation, regulatory and other legal matters ⁽⁶⁾							8			8						0.01
Pension mark-to-market adjustment ⁽⁷⁾							5			4						0.00
Loss on investments ⁽⁸⁾							35			27						0.03
Gain on sale of business ⁽⁹⁾							(14	)		(14	)					(0.02	)
Pension mark-to-market adjustment ⁽⁶⁾																							19			15						0.02
Restructuring, impairment and other charges and credits ⁽⁷⁾																							2			2						0.00
Preferred stock conversion ⁽⁸⁾																							21			21						0.02
Loss on investments⁽⁹⁾																							4			3						0.00
Gain on sale of business ⁽¹⁰⁾																							(40	)		(32	)					(0.04	)
Bond redemption loss ⁽¹¹⁾																							11			8						0.01
Core performance measures	$	3,263		$	8	$	510		$	402			21.2	%	$	0.45		$	3,504	$	8	$	583		$	459			21.3	%	$	0.53

	Three months ended March 31, 2020																Three months ended June 30, 2020
					(Loss)																	(Loss)
					income																	income
					before						Effective											before						Effective
	Net		Equity		income			Net (loss)			tax			Per			Net		Equity			income			Net (loss)			tax			Per
	sales		earnings		taxes			income			rate (a)			share			sales		earnings			taxes			income			rate (a)			share
As reported - GAAP	$	2,391	$	14	$	(108	)	$	(96	)		11.1	%	$	(0.16	)	$	2,561	$	79		$	(49	)	$	(71	)		(44.9	%)	$	(0.13	)
Constant-currency adjustment ⁽¹⁾		33				19			(22	)					(0.03	)		27					6			3						0.00
Translation loss on Japanese yen-denominated debt ⁽²⁾						14			11						0.01
Translation gain on Japanese yen-denominated debt ⁽²⁾																							(3	)		(3	)					(0.00	)
Translated earnings contract gain ⁽³⁾						(58	)		(45	)					(0.06	)							(35	)		(27	)					(0.04	)
Acquisition-related costs ⁽⁴⁾						28			21						0.03								29			21						0.03
Discrete tax items and other tax-related adjustments ⁽⁵⁾									37						0.05											40						0.05
Restructuring, impairment and other charges and credits ⁽¹⁰⁾						225			166						0.22
Cumulative adjustment related to customer contract ⁽¹¹⁾		105				105			105						0.14
Pension mark-to-market adjustment ⁽⁶⁾																							(2	)		(1	)					(0.00	)
Restructuring, impairment and other charges and credits ⁽⁷⁾																							337			254						0.33
Litigation, regulatory and other legal matters ⁽¹²⁾																							25			20						0.03
Equity in earnings of affiliated companies ⁽¹³⁾																				(24	)		(24	)		(18	)					(0.02	)
Core performance measures	$	2,529	$	14	$	225		$	177			21.3	%	$	0.20		$	2,588	$	55		$	284		$	218			23.2	%	$	0.25