10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

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

For the quarterly period ended March 31, 2014

OR

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

For the transition period from to

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)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 and post such files).

Yes x No ¨

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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

Yes ¨ No x

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 15, 2014
Corning’s Common Stock, $0.50 par value per share	1,308,476,050 shares

INDEX

PART I – FINANCIAL INFORMATION
	Page
Item 1. Financial Statements
Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2014 and 2013	3
Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2014 and 2013	4
Consolidated Balance Sheets (Unaudited) at March 31, 2014 and December 31, 2013	5
Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2014 and 2013	6
Notes to Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3. Quantitative and Qualitative Disclosures About Market Risk	55
Item 4. Controls and Procedures	55
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	56
Item 1A.  Risk Factors	56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6. Exhibits	58
Signatures	59

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in millions, except per share amounts)

	Three months ended March 31,
	2014		2013
Net sales	$	2,289	$	1,814
Cost of sales		1,354		1,044
Gross margin		935		770
Operating expenses:
Selling, general and administrative expenses		395		259
Research, development and engineering expenses		198		178
Amortization of purchased intangibles		8		7
Restructuring, impairment and other charges (Note 2)		17
Asbestos litigation charge		2		2
Operating income		315		324
Equity in earnings of affiliated companies		86		173
Interest income		12		2
Interest expense		(30)		(36)
Transaction-related gain, net (Note 10)		74
Other income, net (Note 1)		24		65
Income before income taxes		481		528
Provision for income taxes (Note 5)		(180)		(34)
Net income attributable to Corning Incorporated	$	301	$	494
Earnings per common share attributable to Corning Incorporated:
Basic (Note 6)	$	0.21	$	0.33
Diluted (Note 6)	$	0.20	$	0.33
Dividends declared per common share	$	0.10	$	0.09

The accompanying notes are an integral part of these consolidated financial statements.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in millions)

	Three months ended March 31,
	2014		2013
Net income attributable to Corning Incorporated	$	301	$	494
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(132)		(505)
Net unrealized gains on investments		13		7
Unamortized gains (losses) and prior service costs for postretirement benefit plans		9		(1)
Net unrealized (losses) gains on designated hedges		(4)		11
		(114)		(488)
Comprehensive income attributable to Corning Incorporated	$	187	$	6

The accompanying notes are an integral part of these consolidated financial statements.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions, except share and per share amounts)

	March 31, 2014		December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	4,968	$	4,704
Short-term investments, at fair value (Note 7)		644		531
Total cash, cash equivalents and short-term investments		5,612		5,235
Trade accounts receivable, net of doubtful accounts and allowances - $32 and $28		1,588		1,253
Inventories (Note 8)		1,395		1,270
Deferred income taxes (Note 5)		321		278
Other current assets		697		855
Total current assets		9,613		8,891
Investments (Note 9)		1,976		5,537
Property, net of accumulated depreciation - $8,141 and $7,865 (Note 11)		13,344		9,801
Goodwill and other intangible assets, net (Note 12)		1,665		1,542
Deferred income taxes (Note 5)		2,180		2,234
Other assets		766		473
Total Assets	$	29,544	$	28,478
Liabilities and Equity
Current liabilities:
Current portion of long-term debt (Note 4)	$	468	$	21
Accounts payable		732		771
Other accrued liabilities (Note 3)		846		954
Total current liabilities		2,046		1,746
Long-term debt (Note 4)		3,224		3,272
Postretirement benefits other than pensions		766		766
Other liabilities (Note 3)		1,789		1,483
Total liabilities		7,825		7,267
Commitments and contingencies (Note 3)
Shareholders’ equity (Note 16):
Convertible preferred stock, Series A – Par value $100 per share; Shares authorized 3,100; Shares issued: 2,300		2,300
Common stock – Par value $0.50 per share; Shares authorized 3.8 billion; Shares issued: 1,667 million and 1,661 million		833		831
Additional paid-in capital – common stock		13,072		13,066
Retained earnings		11,465		11,320
Treasury stock, at cost; Shares held: 361 million and 262 million		(5,950)		(4,099)
Accumulated other comprehensive (loss) income		(70)		44
Total Corning Incorporated shareholders’ equity		21,650		21,162
Noncontrolling interests		69		49
Total equity		21,719		21,211
Total Liabilities and Equity	$	29,544	$	28,478

The accompanying notes are an integral part of these consolidated financial statements.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)

	Three months ended March 31,
	2014		2013
Cash Flows from Operating Activities:
Net income	$	301	$	494
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		289		248
Amortization of purchased intangibles		8		7
Restructuring, impairment and other charges		17
Stock compensation charges		15		11
Equity in earnings of affiliated companies		(86)		(173)
Dividends received from affiliated companies		1,610		161
Deferred tax expense (benefit) provision		22		(30)
Restructuring payments		(11)		(16)
Employee benefit payments (in excess of) less than expense		(17)		15
Gains on translated earnings contracts		(2)		(24)
Changes in certain working capital items:
Trade accounts receivable		21		17
Inventories		(3)		(138)
Other current assets		28		(2)
Accounts payable and other current liabilities		(413)		(112)
Other, net		(42)		165
Net cash provided by operating activities		1,737		623
Cash Flows from Investing Activities:
Capital expenditures		(246)		(194)
Acquisitions of business, net of cash received		66
Investment in unconsolidated entities		(109)
Short-term investments – acquisitions		(445)		(291)
Short-term investments – liquidations		338		469
Premium on purchased collars				(107)
Realized gains on translated earnings contracts		89
Other, net		6		1
Net cash used in investing activities		(301)		(122)
Cash Flows from Financing Activities:
Retirement of long-term debt				(498)
Net repayments of short-term borrowings and current portion of long-term debt		(8)		(9)
Principal payments under capital lease obligations				(1)
Proceeds from issuance of commercial paper		418
Proceeds from issuance of preferred stock		400
Proceeds from the exercise of stock options		50		12
Repurchases of common stock for treasury		(1,901)
Dividends paid		(136)		(133)
Net cash used in by financing activities		(1,177)		(629)
Effect of exchange rates on cash		5		(63)
Net increase (decrease) in cash and cash equivalents		264		(191)
Cash and cash equivalents at beginning of period		4,704		4,988
Cash and cash equivalents at end of period	$	4,968	$	4,797

In the first quarter of 2014, Corning issued 1,900 shares of Preferred Stock to Samsung Display Co., Ltd. in connection with the acquisition of their equity interests in Samsung Corning Precision Materials Co., Ltd. (Note 10).

The accompanying notes are an integral part of these consolidated financial statements.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.      Significant Accounting Policies

Basis of Presentation

In these notes, the terms “Corning,” “Company,” “we,” “us,” or “our” mean Corning Incorporated and subsidiary companies.

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with U.S. GAAP for interim financial information.  Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted or condensed.  These interim consolidated financial statements should be read in conjunction with Corning’s consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Form 10-K”).

The unaudited consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods presented.  All such adjustments are of a normal recurring nature.  The results for interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year.

Samsung Corning Precision Materials Co., Ltd. (“Samsung Corning Precision Materials”)

As further discussed in Note 10 (Acquisition), on January 15, 2014, Corning completed a series of strategic and financial agreements to acquire the common shares of Samsung Corning Precision Materials (“Acquisition”) previously held by Samsung Display Co., Ltd. (“Samsung Display”). As a result of these transactions, Corning is now the owner of 100% of the common shares of Samsung Corning Precision Materials, which we have consolidated into our results beginning in the first quarter of 2014.  Operating under the name of Corning Precision Materials Co., Ltd., (“Corning Precision Materials”), the former Samsung Corning Precision Materials organization and operations was integrated into the Display Technologies segment in the first quarter of 2014.

Other Income, Net

“Other income, net” in Corning’s consolidated statements of income includes the following (in millions):

	Three months ended March 31,
	2014		2013
Royalty income from Samsung Corning Precision Materials			$	15
Foreign currency exchange and hedge (loss) gain, net	$	(6)		31
Net loss attributable to noncontrolling interests		3		1
Other, net		27		18
Total	$	24	$	65

Beginning in the first quarter of 2014, due to the Acquisition and subsequent consolidation of Samsung Corning Precision Materials (now Corning Precision Materials), royalty income from Corning Precision Materials is no longer recognized in Corning’s consolidated statement of income.

Included in the line item Foreign currency exchange and hedge (loss) gain, net for the three months ended March 31, 2014 and 2013 is the impact of the purchased collars and average forward contracts, which hedge our exposure to movements in the Japanese yen and its impact on our net earnings, in the amount of $2 million and $24 million, respectively.

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New Accounting Standards

At March 31, 2014, there are no recently issued accounting standards that will have a material impact on Corning when adopted in a future period.

2.      Restructuring, Impairment and Other Charges

2014 Activity

In the first quarter of 2014, we recorded charges of $17 million, pre-tax, for employee related costs and assets impairment charges associated with some minor restructuring activities in the Optical Communications and Specialty Materials segments, with total cash expenditures estimated to be $3 million. Annualized savings from these actions are anticipated to be approximately $5 million and will be reflected primarily in gross margin and operating expenses.

To better align our 2014 cost position in several of our businesses, Corning implemented a global restructuring plan within several of our segments in the fourth quarter of 2013, consisting of workforce reductions, asset disposals and write-offs, and exit costs.  We recorded charges of $67 million associated with these actions, with total cash expenditures expected to be approximately $40 million.  Annualized savings from these actions are estimated to be approximately $40 million and will be reflected largely in selling, general, and administrative expenses.

The following table summarizes the restructuring, impairment and other charges for the three months ended March 31, 2014 (in millions):

	Reserve at January 1, 2014		Net Charges/ Reversals		Cash payments		Reserve at March 31, 2014
Restructuring:
Employee related costs	$	36	$	3	$	(11)	$	28
Other charges		8						8
Total restructuring activity	$	44	$	3	$	(11)	$	36
Impairment charges and disposal of long-lived assets			$	14
Total restructuring, impairment and other charges			$	17

Cash payments for employee-related costs related to the 2014 and 2013 restructuring actions are expected to be substantially completed in 2014.

2013 Activity

The following table summarizes the restructuring reserve activity related to the 2012 corporate-wide restructuring plan for the three months ended March 31, 2013 (in millions):

	Reserve at January 1, 2013		Cash payments		Reserve at March 31, 2013
Restructuring:
Employee-related costs	$	38	$	(15)	$	23
Other charges (credits)		4		(1)		3
Total restructuring activity	$	42	$	(16)	$	26

Cash payments for the above restructuring activities were substantially completed in 2013.

-8-

3.      Commitments, Contingencies, and Guarantees

Dow Corning Corporation

Corning and The Dow Chemical Company (“Dow”) each own 50% of the common stock of Dow Corning Corporation (“Dow Corning”).  In May 1995, Dow Corning filed for bankruptcy protection to address pending and claimed liabilities arising from many thousands of breast implant product lawsuits.  On June 1, 2004, Dow Corning emerged from Chapter 11 with a Plan of Reorganization (the “Plan”) which provided for the settlement or other resolution of implant claims.  The Plan also included releases for Corning and Dow as shareholders in exchange for contributions to the Plan.

As a separate matter arising from its bankruptcy proceedings, Dow Corning is defending claims asserted by a number of commercial creditors who claim additional interest at default rates and enforcement costs, during the period from May 1995 through June 2004.  As of March 31, 2014, Dow Corning has estimated the liability to commercial creditors to be within the range of $94 million to $309 million.  As Dow Corning management believes no single amount within the range appears to be a better estimate than any other amount within the range, Dow Corning has recorded the minimum liability within the range.  Should Dow Corning not prevail in this matter, Corning’s equity earnings would be reduced by its 50% share of the amount in excess of $94 million, net of applicable tax benefits.  There are a number of other claims in the bankruptcy proceedings against Dow Corning awaiting resolution by the U.S. District Court, and it is reasonably possible that Dow Corning may record bankruptcy-related charges in the future.

Pittsburgh Corning Corporation and Other Asbestos Litigation

Corning and PPG Industries, Inc. (“PPG”) each own 50% of the capital stock of Pittsburgh Corning Corporation (“PCC”).  Over a period of more than two decades, PCC and several other defendants have been named in numerous lawsuits involving claims alleging personal injury from exposure to asbestos.  On April 16, 2000, PCC filed for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Western District of Pennsylvania.  At the time PCC filed for bankruptcy protection, there were approximately 11,800 claims pending against Corning in state court lawsuits alleging various theories of liability based on exposure to PCC’s asbestos products and typically requesting monetary damages in excess of one million dollars per claim.  Corning has defended those claims on the basis of the separate corporate status of PCC and the absence of any facts supporting claims of direct liability arising from PCC’s asbestos products.

PCC Plan of Reorganization

Corning, with other relevant parties, has been involved in ongoing efforts to develop a Plan of Reorganization that would resolve the concerns and objections of the relevant courts and parties.  On November 12, 2013, the Bankruptcy Court issued a decision finally confirming an Amended PCC Plan of Reorganization (the “Amended PCC Plan” or the “Plan”). 

Under this Plan, Corning is required to contribute its equity interests in PCC and Pittsburgh Corning Europe N.V. (“PCE”), a Belgian corporation, and to contribute $290 million in a fixed series of payments, recorded at present value.  Corning has the option to use its shares rather than cash to make these payments, but the liability is fixed by dollar value and not the number of shares.  The Plan requires Corning to make: (1) one payment of $70 million one year from the date the Plan becomes effective and certain conditions are met; and (2) five additional payments of $35 million, $50 million, $35 million, $50 million, and $50 million, respectively, on each of the five subsequent anniversaries of the first payment, the final payment of which is subject to reduction based on the application of credits under certain circumstances.

-9-

The Bankruptcy Court’s confirmation of the Plan must be affirmed by the District Court, and one objector to the Plan continues to appeal the Bankruptcy Court’s confirmation of the Plan to the District Court.  Assuming the District Court affirms the confirmation, that decision may be appealed.  If that occurs, it could take many months for the confirmation of the Plan to be finally affirmed. 

Other Asbestos Litigation

In addition to the claims against Corning related to its ownership interest in PCC, Corning is also the defendant in approximately 9,700 other cases (approximately 37,400 claims) alleging injuries from asbestos related to its Corhart business and similar amounts of monetary damages per case.  When PCC filed for bankruptcy protection, the Court granted a preliminary injunction to suspend all asbestos cases against PCC, PPG and Corning – including these non-PCC asbestos cases (the “stay”).  The stay remains in place as of the date of this filing.  Under the Bankruptcy Court’s order confirming the Amended PCC Plan, the stay will remain in place until the Amended PCC Plan is finally affirmed.  These non-PCC asbestos cases have been covered by insurance without material impact to Corning to date.  As of March 31, 2014, Corning had received for these cases approximately $19 million in insurance payments related to those claims.  If and when the Bankruptcy Court’s confirmation of the Amended PCC Plan is affirmed, these non-PCC asbestos claims would be allowed to proceed against Corning.  Corning has recorded in its estimated asbestos litigation liability an additional $150 million for these and any future non-PCC asbestos cases.

Total Estimated Liability for the Amended PCC Plan and the Other Asbestos Litigation

The liability for the Amended PCC Plan and the other asbestos litigation was estimated to be $692 million at March 31, 2014, compared with an estimate of liability of $690 million at December 31, 2013.  The entire obligation is classified as a non-current liability as installment payments for the cash portion of the obligation under the Amended PCC Plan are not scheduled to commence until more than 12 months after the Plan becomes effective and the PCE portion of the obligation will be fulfilled through the direct contribution of Corning’s investment in PCE (currently recorded as a non-current other equity method investment).

Non-PCC Asbestos Cases Insurance Litigation

Several of Corning’s insurers have commenced litigation in state courts for a declaration of the rights and obligations of the parties under insurance policies affecting the non-PCC asbestos cases, including rights that may be affected by the potential resolutions described above.  Corning is vigorously contesting these cases, and management is unable to predict the outcome of the litigation.

Other Commitments and Contingencies

We are required, at the time a guarantee is issued, to recognize a liability for the fair value or market value of the obligation it assumes.  In the normal course of our business, we do not routinely provide significant third-party guarantees.  Generally, any third party guarantees provided by Corning are limited to certain financial guarantees including stand-by letters of credit and performance bonds, and the incurrence of contingent liabilities in the form of purchase price adjustments related to attainment of milestones.  When provided, these guarantees have various terms, and none of these guarantees are individually significant.

As of March 31, 2014 and December 31, 2013, contingent guarantees totaled a notional value of $174 million and $152 million, respectively.  We believe a significant majority of these contingent guarantees will expire without being funded.  Included in these contingent guarantees is a credit facility of $25 million to Dow Corning.  The funding of the Dow Corning credit facility will be required only if Dow Corning is not otherwise able to meet its scheduled funding obligations in its confirmed Bankruptcy Plan.  We also were contingently liable for purchase obligations of $123 million and $126 million, at March 31, 2014 and December 31, 2013, respectively.

Product warranty liability accruals were considered insignificant at March 31, 2014 and December 31, 2013.

-10-

Corning is a defendant in various lawsuits, including environmental litigation, product-related suits, the Dow Corning and PCC matters, and is subject to various claims which arise in the normal course of business.  In the opinion of management, the likelihood that the ultimate disposition of these matters will have a material adverse effect on Corning’s consolidated financial position, liquidity, or results of operations, is remote.  Other than certain asbestos related claims, there are no other material loss contingencies related to litigation.

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 16 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, 2014, and December 31, 2013, Corning had accrued approximately $34 million (undiscounted) and $15 million (undiscounted), respectively, for the estimated 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.

4.      Debt

Based on borrowing rates currently available to us for loans with similar terms and maturities, the fair value of long-term debt was $3.5 billion at March 31, 2014 and December 31, 2013, compared to recorded book values of $3.2 billion at March 31, 2014 and $3.3 billion at December 31, 2013.  The Company measures the fair value of its long-term debt using Level 2 inputs based primarily on current market yields for its existing debt traded in the secondary market.

2014

At March 31, 2014, Corning had $418 million in outstanding commercial paper as part of the Company’s commercial paper program established in the second quarter of 2013.  The estimated fair value of this commercial paper approximates its carrying value due to the short-term maturities.

2013

In the first quarter of 2013, we amended and restated our existing revolving credit facility.  The amended facility provides a $1.0 billion unsecured multi-currency line of credit that expires in March 2018.  The facility includes a leverage test (debt to capital ratio) financial covenant.  As of March 31, 2014, we were in compliance with this covenant.

In the first quarter of 2013, Corning repaid the aggregate principal amount and accrued interest outstanding on the credit facility entered into in the second quarter of 2011 that allowed Corning to borrow up to Chinese Renminbi (RMB) 4.0 billion.  The total amount repaid was approximately $500 million.  Upon repayment, this facility was terminated.

5.      Income Taxes

Our provision for income taxes and the related effective income tax rates were as follows (in millions):

	Three months ended March 31,
	2014		2013
Provision for income taxes	$	(180)	$	(34)
Effective tax rate		37.4%		6.4%

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For the three months ended March 31, 2014, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following benefits:

·   Rate differences on income (loss) of consolidated foreign companies, including the benefit of excess foreign tax credits attributable to a deemed distribution to the U.S. of a portion of foreign current year earnings;

·   Equity in earnings of nonconsolidated affiliates reported in the financials net of tax; and

·   Tax incentives in foreign jurisdictions, primarily Taiwan.

These benefits were more than offset principally by a discrete tax charge in the first quarter of 2014 in the amount of $102 million related to South Korean withholding tax on a dividend paid by Samsung Corning Precision Materials to Corning wholly owned foreign subsidiaries.

For the three months ended March 31, 2013, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following benefits:

·   Rate differences on income (loss) of consolidated foreign companies;

·   Equity in earnings of nonconsolidated affiliates reported in the financials net of tax;

·   $54 million to record the impact of the American Taxpayer Relief Act enacted on January 3, 2013 retroactive to 2012; and

·   Tax incentives in foreign jurisdictions, primarily Taiwan.

Corning’s subsidiary in Taiwan is operating under tax holiday arrangements.  The benefit of the arrangement phases out through 2018.  The impact of the tax holiday on our effective tax rate is a reduction in the rate of 1.2 and 1.5 percentage points for the three months ended March 31, 2014 and 2013, respectively.

Corning continues to indefinitely reinvest substantially all of its foreign earnings, with the exception of approximately $7 million of current earnings in 2014 that have very low or no tax cost associated with their repatriation.  Our current analysis indicates that we have sufficient U.S. liquidity, including borrowing capacity, to fund foreseeable U.S. cash needs without requiring the repatriation of foreign cash.  One time or unusual items that may impact our ability or intent to keep our foreign earnings and cash indefinitely reinvested include significant U.S. acquisitions, stock repurchases, shareholder dividends, changes in tax laws or the development of tax planning ideas that allow us to repatriate earnings at little or no tax cost, and/or a change in our circumstances or economic conditions that negatively impact our ability to borrow or otherwise fund U.S. needs from existing U.S. sources.  While it remains impracticable to calculate the tax cost of repatriating our total unremitted foreign earnings, such cost could be material to the results of operations of Corning in a particular period.

While we expect the amount of unrecognized tax benefits to change in the next 12 months, we do not expect the change to have a significant impact on the results of operations or our financial position.

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6.      Earnings per Common Share

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

	Three months ended March 31,
	2014		2013
Net income attributable to Corning Incorporated	$	301	$	494
Less:  Series A convertible preferred stock dividend		(21)
Net income available to common stockholders - basic		280		494
Net income available to common stockholders - diluted	$	280	$	494
Weighted-average common shares outstanding - basic		1,359		1,472
Effect of dilutive securities:
Stock options and other dilutive securities		11		9
Weighted-average common shares outstanding - diluted		1,370		1,481
Basic earnings per common share	$	0.21	$	0.33
Diluted earnings per common share	$	0.20	$	0.33
Antidilutive potential shares excluded from diluted earnings per common share:
Series A convertible preferred stock		97
Employee stock options and awards		29		47
Accelerated share repurchase forward contract		12
Total		138		47

7.      Available-for-Sale Investments

The following is a summary of the fair value of available-for-sale investments (in millions):

	Amortized cost				Fair value
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Bonds, notes and other securities:
U.S. government and agencies	$	637	$	530	$	637	$	531
Equity securities	$	6			$	7
Total short-term investments	$	643	$	530	$	644	$	531
Asset-backed securities	$	45	$	46	$	40	$	38
Total long-term investments	$	45	$	46	$	40	$	38

We do not intend to sell, nor do we believe it is more likely than not that we would be required to sell, the long-term investment asset-backed securities (which are collateralized by mortgages) before recovery of their amortized cost basis.  It is possible that a significant degradation in the delinquency or foreclosure rates in the underlying assets could cause further temporary or other-than-temporary impairments in the future.

-13-

The following table summarizes the contractual maturities of available-for-sale securities at March 31, 2014 (in millions):

Less than one year	$468
Due in 1-5 years	169
Due in 5-10 years
Due after 10 years (1)	40
Total	$677

(1) Includes $40 million of asset-based securities that mature over time and are being reported at their final maturity dates.

Unrealized gains and losses, net of tax, are computed on a specific identification basis and are reported as a separate component of accumulated other comprehensive (loss) income in shareholders’ equity until realized.

The following tables provide the fair value and gross unrealized losses of the Company’s investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2014 and December 31, 2013 (dollars in millions):

		March 31, 2014
		12 months or greater				Total
	Number of securities in a loss position	Fair value		Unrealized losses (1)		Fair value		Unrealized losses
Asset-backed securities	20	$	39	$	(5)	$	39	$	(5)
Total long-term investments	20	$	39	$	(5)	$	39	$	(5)

(1) Unrealized losses in securities less than 12 months were not significant.

		December 31, 2013
		12 months or greater				Total
	Number of securities in a loss position	Fair value		Unrealized losses (1)		Fair value		Unrealized losses
Asset-backed securities	20	$	38	$	(8)	$	38	$	(8)
Total long-term investments	20	$	38	$	(8)	$	38	$	(8)

(1) Unrealized losses in securities less than 12 months were not significant.

As of March 31, 2014 and December 31, 2013, for securities that have credit losses, an other than temporary impairment loss of $4 and $6 million, respectively, is recognized in accumulated other comprehensive (loss) income.

Proceeds from sales and maturities of short-term investments totaled approximately $0.3 billion and $0.5 billion for the three months ended March 31, 2014 and 2013, respectively.

-14-

8.      Inventories

Inventories comprise the following (in millions):

	March 31, 2014		December 31, 2013
Finished goods	$	535	$	486
Work in process		238		234
Raw materials and accessories		317		311
Supplies and packing materials		305		239
Total inventories	$	1,395	$	1,270

9.      Investments

Samsung Corning Precision Materials

Prior to December 2013, Corning owned 50% of its equity affiliate, Samsung Corning Precision Materials, Samsung Display owned 42.5% and three shareholders owned the remaining 7%. In the fourth quarter of 2013, in connection with a series of strategic and financial agreements with Samsung Display announced in October 2013, Corning acquired the minority interests of three shareholders in Samsung Corning Precision Materials for $506 million, which included payment for the transfer of non-operating assets and the pro-rata portion of cash on the Samsung Corning Precision Materials balance sheet at September 30, 2013. The resulting transfer of shares to Corning increased Corning’s ownership percentage of Samsung Corning Precision Materials from 50% to 57%. Because this transaction did not result in a change in control based on the governing articles of this entity, Corning did not consolidate this entity as of December 31, 2013.

As further discussed in Note 10 (Acquisition), on January 15, 2014, Corning completed the series of strategic and financial agreements to acquire the common shares of Samsung Corning Precision Materials previously held by Samsung Display. As a result of these transactions, Corning is now the owner of 100% of the common shares of Samsung Corning Precision Materials, which we have consolidated into our results beginning in the first quarter of 2014.  Operating under the name of Corning Precision Materials, the former Samsung Corning Precision Materials organization and operations was integrated into the Display Technologies segment in the first quarter of 2014.

Dow Corning Corporation (“Dow Corning”)

Summarized income statement information for Dow Corning is as follows for the three months ended March 31, 2014 and prior year comparative period: net sales $1,524 million (2013: $1,264 million), gross profit $483 million (2013: $324 million) and net income attributable to Dow Corning $191 million (2013: $62 million).  Dow Corning’s net income in the first quarter of 2014 includes a pre-tax gain on a derivative instrument of $99 million (after tax and non-controlling interests, Corning’s share was approximately $32 million).

10.      Acquisition

On January 15, 2014, Corning entered into a series of strategic and financial agreements pursuant to the Framework Agreement with Samsung Display, previously announced on October 22, 2013, to acquire the remaining common shares of Samsung Corning Precision Materials. The transaction is expected to strengthen product and technology collaborations between the two companies and allow Corning to extend its leadership in specialty glass and drive earnings growth.

-15-

The Acquisition was accounted for under the purchase method of accounting in accordance with business combination accounting guidance.  Accordingly, the preliminary purchase price was allocated to the assets acquired and liabilities assumed based on their fair value on the date of Acquisition.  The fair value was determined based on the fair value of consideration transferred for the 42.5% of Samsung Display’s shares.  Corning recognized a gain in the amount of $394 million in current period earnings, which was calculated from the pre-acquisition fair value of its previously held equity investment.

The following table summarizes the consideration transferred to acquire Samsung Corning Precision Materials, as well as the fair value of the non-controlling interest in Samsung Corning Precision Materials at the acquisition date.

Fair Value of Samsung Corning Precision Materials on Acquisition Date (in millions):

Corning Preferred Shares	$	1,911
Settlement of pre-existing contract		(136)
Contingent consideration		(196)
Total consideration transferred		1,579
Fair value of equity investment		2,139
Total	$	3,718

In connection with the purchase of Samsung Display’s equity interest in Samsung Corning Precision Materials pursuant to the Framework Agreement, the Company designated a new series of its preferred stock as Fixed Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share (“Preferred Stock”).  As contemplated by the Framework Agreement, Samsung Display became the owner of 2,300 shares of Preferred Stock (with an issue price of $1 million per share), of which 1,900 shares were issued in connection with the Acquisition and 400 shares were issued for cash.

Corning issued 1,900 Preferred Shares as consideration in the Acquisition of Samsung Corning Precision Materials which had a fair value of $1.9 billion on the acquisition date. The fair value was determined using an option pricing model based on the features of the instrument.  That measure is based on Level 2 inputs observable in the market such as Corning’s common stock price and dividend yield.

At Acquisition, in addition to the $394 million gain on our previously held equity investment, the Company also recorded the effective settlement of a pre-existing contract with Samsung Corning Precision Materials related to a technology license agreement.  The contract was valued using the Income Approach, specifically a relief from royalty method.  As a result, a loss of $320 million was recorded in the first quarter of 2014.

The Acquisition also includes a contingent consideration arrangement that potentially requires additional consideration to be paid between the parties in 2018: one based on projections of future revenues generated by the business of Samsung Corning Precision Materials for the period between acquisition date and December 31, 2017, which is subject to a cap of $665 million; and another based on the volumes of certain sales during the same period, which is subject to a separate cap of $100 million. The fair value of the potential receipt of the contingent consideration in 2018 in the amount of $196 million recognized on the acquisition date was estimated by applying an option pricing model using the Company’s projections of future revenues generated by Corning Precision Materials.

As of March 31, 2014, there were no significant changes in the recognized amounts or range of outcomes for the contingent consideration recognized as a result of the Acquisition of Samsung Corning Precision Materials.

The following table summarizes the amounts of identified assets acquired and liabilities assumed at acquisition date.  Corning has not completed its accounting for the Acquisition and its review of deferred taxes; therefore, amounts are subject to change.

-16-

Recognized amounts of identified assets acquired and liabilities assumed (in millions):

Cash and cash equivalents (1)	$	133
Trade Receivables		353
Inventory		119
Property, plant and equipment		3,603
Other current and non-current assets		80
Debt – current		(32)
Accounts payable and accrued expenses		(343)
Other current and non-current liabilities		(278)
Total identified net assets		3,635
Non-controlling interests		15
Fair value of Samsung Corning Precision Materials on acquisition date		(3,718)
Goodwill (2)	$	68

(1) Cash and cash equivalents acquired is presented net of the 2014 dividend distribution subsequent to the Acquisition, in the amount of $2.8 billion.

(2) The goodwill recognized is not deductible for U.S. income tax purposes.  The goodwill was allocated to the Display segment.

The goodwill is primarily attributable to the workforce of the acquired business and the synergies expected to arise after the Acquisition of Samsung Corning Precision Materials. Acquisition-related costs of $90 million in the three months ended March 31, 2014 included costs for post combination compensation expense, legal, accounting, valuation and other professional services and were included in selling, general and administrative expenses in the Consolidated Statements of Income.  In the first quarter of 2014, the consolidation of Corning Precision Materials added $428 million to Net sales and $113 million to Net income attributable to Corning Incorporated.

Unaudited Pro Forma Financial Information

The unaudited pro forma combined consolidated statement of income for the quarter ended March 31, 2013, was derived from the unaudited financial statements of Corning and Samsung Corning Precision Materials for the quarter ended March 31, 2013, and is presented to show how Corning might have looked had the Acquisition occurred as of January 1, 2013.

The unaudited pro forma combined consolidated financial information was prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  The unaudited pro forma adjustments reflecting the Acquisition have been prepared in accordance with the business combination accounting guidance and reflect the preliminary allocation of the purchase price to the acquired assets and liabilities based upon the preliminary estimate of fair values, using the assumptions set forth above.

(in millions, except per share data)	Three months ended March 31, 2013
Net sales	$	2,388
Net income from continuing operations - basic	$	620
Net income from continuing operations - diluted	$	644
Earnings per common share attributable to common shareholders
Basic	$	0.42
Diluted	$	0.40
Shares used in computing per share amounts
Basic		1,472
Diluted		1,596

There were no other significant acquisitions for the three months ended March 31, 2014, and for the year ended December 31, 2013.

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11.      Property, Net of Accumulated Depreciation

Property, net of accumulated depreciation follows (in millions):

	March 31, 2014		December 31, 2013
Land	$	496	$	121
Buildings		5,619		4,175
Equipment		13,683		12,286
Construction in progress		1,687		1,084
		21,485		17,666
Accumulated depreciation		(8,141)		(7,865)
Total	$	13,344	$	9,801

The increase in Property, net of accumulated depreciation, in the first quarter of 2014 is entirely driven by the Acquisition of Samsung Corning Precision Materials, which added $3.6 billion to this balance.

In the three months ended March 31, 2014 and 2013, interest costs capitalized as part of Property, net of accumulated depreciation, were $10 million and $9 million, respectively.

Manufacturing equipment includes certain components of production equipment that are constructed of precious metals.  At March 31, 2014 and December 31, 2013, the recorded value of precious metals each totaled $3.3 billion and $2.2 billion, respectively.  Depletion expense for precious metals in the three months ended March 31, 2014 and 2013 totaled $8 million and $6 million, respectively.  The consolidation of Corning Precision Materials added approximately $1.1 billion in precious metals and approximately $2 million of depletion expense in the first quarter of 2014.

12.      Goodwill and Other Intangible Assets

The carrying amount of goodwill by segment for the periods ended March 31, 2014 and December 31, 2013 is as follows (in millions):

	Optical Communications		Display Technologies		Specialty Materials		Life Sciences		Total
Balance at December 31, 2013	$	240	$	9	$	150	$	603	$	1,002
Acquired goodwill (1)				68		54				122
Foreign currency translation adjustment								1		1
Balance at March 31, 2014	$	240	$	77	$	204	$	604	$	1,125

(1)   The Company recorded the acquisition of Samsung Corning Precision Materials and a small acquisition in the Specialty Materials segment in the first quarter of 2014.  Refer to Note 10 (Acquisition) to the Consolidated Financial Statements for additional information on the Acquisition of Samsung Corning Precision Materials.

Corning’s gross goodwill balances for the periods ended March 31, 2014 and December 31, 2013 were $7.6 billion and $7.5 billion, respectively.  Accumulated impairment losses were $6.5 billion for the periods ended March 31, 2014 and December 31, 2013, and were generated entirely through goodwill impairments related to the Optical Communications segment recorded primarily in 2001.

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Other intangible assets are as follows (in millions):

	March 31, 2014						December 31, 2013
	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Amortized intangible assets:
Patents, trademarks, and trade names	$	307	$	141	$	166	$	290	$	138	$	152
Customer lists and other		427		53		374		436		48		388
Total	$	734	$	194	$	540	$	726	$	186	$	540

Corning’s amortized intangible assets are primarily related to the Optical Communications and Life Sciences segments.  The net carrying amount of intangible assets remained the same during the first three months of 2014, primarily due to amortization of $8 million offset by a small acquisition and foreign currency translation adjustments.

Amortization expense related to these intangible assets is estimated to be $34 million for 2014, $33 million for 2015 and $32 million annually from 2016 to 2019.

13.      Employee Retirement Plans

The following table summarizes the components of net periodic benefit cost for Corning’s defined benefit pension and postretirement health care and life insurance plans (in millions):

	Pension benefits				Postretirement benefits
	Three months ended March 31,				Three months ended March 31,
	2014		2013		2014		2013
Service cost	$	16	$	19	$	3	$	4
Interest cost		38		34		9		10
Expected return on plan assets		(43)		(42)
Amortization of net loss								4
Amortization of prior service cost (credit)		2		1		(1)		(2)
Total pension and postretirement benefit expense	$	13	$	12	$	11	$	16

14.      Hedging Activities

Undesignated Hedges

The table below includes a total gross notional value for the translated earnings contracts of $11.6 billion at March 31, 2014 (at December 31, 2013: $6.8 billion), comprising purchased collars of $4.5 billion (at December 31, 2013: $5.9 billion) and average rate forwards of $7.1 billion (at December 31, 2013: $0.9 billion).  With respect to the purchased collars, the gross notional amount includes the value of both the put and call options.  However, due to the nature of the purchased collar instruments, either the put or the call option can be exercised at maturity.  As of March 31, 2014, the total net notional value of the purchased collars was $2 billion (at December 31, 2013: $3 billion). 

-19-

The following tables summarize the notional amounts and respective fair values of Corning’s derivative financial instruments on a gross basis for March 31, 2014 and December 31, 2013 (in millions):

	U.S. Dollar		Asset derivatives			Liability derivatives
	Gross notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
	2014	2013		2014	2013		2014	2013
Derivatives designated as hedging instruments
Foreign exchange contracts	$   388	$   433	Other current assets	$    2	$    8	Other accrued liabilities	$ (3)	$ (3)
Interest rate contracts	$   550	$   550				Other liabilities	$(23)	$(28)
Derivatives not designated as hedging instruments
Foreign exchange contracts	$  1,100	$   804	Other current assets	$    9	$  20	Other accrued liabilities	$ (4)	$ (3)
Translated earnings contracts	$11,615	$6,826	Other current assets	$248	$344	Other accrued liabilities	$ (1)	$ (3)
			Other assets	$120	$  90
Total derivatives	$13,653	$8,613		$379	$462		$(31)	$(37)

-20-

The following tables summarize the effect of derivative financial instruments on Corning’s consolidated financial statements for the three months ended March 31, 2014 and 2013 (in millions):

	Effect of derivative instruments on the consolidated financial statements for the quarter ended March 31
Derivatives in hedging relationships	Gain/(loss) recognized in other comprehensive income (OCI)		Location of gain/(loss) reclassified from accumulated OCI into income (effective)	Gain reclassified from accumulated OCI into income (effective) (1)
	2014	2013		2014	2013
Interest rate hedges			Cost of sales	$0	$  8
Foreign exchange contracts	$(7)	$37	Other income, net	$0	$13
Total cash flow hedges	$(7)	$37		$0	$21

(1) The amount of hedge ineffectiveness at March 31, 2014 and 2013 was insignificant.

		Gain (loss) recognized in income (1)
Undesignated derivatives	Location	2014		2013
Foreign exchange contracts – balance sheet	Other income, net	$	(12)	$	47
Foreign exchange contracts – loans	Other income, net		4		58
Translated earnings contracts	Other income, net		2		24
Total undesignated		$	(6)	$	129

(1) Certain amounts for prior periods were reclassified to conform to the current presentation.  The gain (loss) on foreign exchange contracts is now disclosed in two categories, Foreign exchange contracts – balance sheet, and Foreign exchange contracts – loans.

15.      Fair Value Measurements

Fair value standards under U.S. GAAP define fair value, establish a framework for measuring fair value in applying generally accepted accounting principles, and require disclosures about fair value measurements.  The standards also identify two kinds of inputs that are used to determine the fair value of assets and liabilities: observable and unobservable.  Observable inputs are based on market data or independent sources while unobservable inputs are based on the Company’s own market assumptions.  Once inputs have been characterized, the inputs are prioritized into one of three broad levels (provided in the table below) used to measure fair value.  Fair value standards apply whenever an entity is measuring fair value under other accounting pronouncements that require or permit fair value measurement and require the use of observable market data when available.

-21-

The following tables provide fair value measurement information for the Company’s major categories of financial assets and liabilities measured on a recurring basis (in millions):

			Fair value measurements at reporting date using
	March 31, 2014		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Current assets:
Short-term investments	$	644	$	644
Other current assets (1)	$	259			$	259
Non-current assets:
Other assets (1)(2)	$	160			$	160
Current liabilities:
Other accrued liabilities (1)	$	8			$	8
Non-current liabilities:
Other liabilities (1)	$	23			$	23

(1) Derivative assets and liabilities include foreign exchange forward and purchased collar contracts, and interest rate swaps which are measured using observable quoted prices for similar assets and liabilities.

(2) Other assets include asset backed securities which are measured using observable quoted prices for similar assets.

			Fair value measurements at reporting date using
	December 31, 2013		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Current assets:
Short-term investments	$	531	$	531
Other current assets (1)	$	372			$	372
Non-current assets:
Other assets (1)(2)	$	128			$	128
Current liabilities:
Other accrued liabilities (1)	$	9			$	9
Non-current liabilities:
Other liabilities (1)	$	28			$	28

(1) Derivative assets and liabilities include foreign exchange forward and purchased collar contracts, and interest rate swaps which are measured using observable quoted prices for similar assets and liabilities.

(2) Other assets include asset backed securities which are measured using observable quoted prices for similar assets.

-22-

As a result of the Acquisition of Samsung Corning Precision Materials, the Company has contingent consideration that was measured using unobservable (Level 3) inputs.  This contingent consideration arrangement potentially requires additional consideration to be paid between the parties in 2018: one based on projections of future revenues generated by the business of Samsung Corning Precision Materials for the period between acquisition date and December 31, 2017, which is subject to a cap of $665 million; and another based on the volumes of certain sales during the same period, which is subject to a separate cap of $100 million.  The fair value of the potential receipt of the contingent consideration in 2018 in the amount of $196 million recognized on the acquisition date was estimated by applying an option pricing model using the Company’s projection of future revenues generated by Corning Precision Materials.  Changes in the fair value of the contingent consideration in future periods will be valued using an option pricing model and will be recorded in Corning’s results in the period of the change.  As of March 31, 2014, there were no significant changes in the recognized amounts or range of outcomes for the contingent consideration recognized as a result of the Acquisition of Samsung Corning Precision Materials.  As of December 31, 2013, the Company did not have any financial assets or liabilities that were measured on a recurring basis using unobservable (or Level 3) inputs.

16.      Shareholders’ Equity

Fixed Rate Cumulative Convertible Preferred Stock, Series A

On January 15, 2014, Corning designated a new series of its preferred stock as Fixed Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share, and issued 1,900 shares of Preferred Stock at an issue price of $1 million per share, for an aggregate issue price of $1.9 billion, to Samsung Display in connection with the Acquisition of their equity interests in Samsung Corning Precision Materials.  Corning also issued to Samsung Display an additional amount of Preferred Stock at closing, for an aggregate issue price of $400 million in cash.

Dividends on the Preferred Stock are cumulative and accrue at the annual rate of 4.25% on the per share issue price of $1 million.  The dividends are payable quarterly as and when declared by the Company’s board of directors.  The Preferred Stock ranks senior to our common stock with respect to payment of dividends and rights upon liquidation.  The Preferred Stock is not redeemable except in the case of a certain deemed liquidation event, the occurrence of which is under the control of the Company.  The Preferred Stock is convertible at the option of the holder and the Company upon certain events, at a conversion rate of 50,000 shares of Corning’s common stock per one share of Preferred Stock, subject to certain anti-dilution provisions.  Following the seventh anniversary of the closing of the Acquisition, the Preferred Stock will be convertible, in whole or in part, at the option of the holder.  The Company has the right, at its option, to cause some or all of the shares of Preferred Stock to be converted into Common Stock, if, for 25 trading days (whether or not consecutive) within any period of 40 consecutive trading days, the closing price of Common Stock exceeds $35 per share.  If the aforementioned right becomes exercisable before the seventh anniversary of the closing, the Company must first obtain the written approval of the holders of a majority of the Preferred Stock before exercising its conversion right.  The Preferred Stock does not have any voting rights except as may be required by law.

Share Repurchases

On October 31, 2013, as part of the previously authorized share repurchase program announced on April 24, 2013, Corning entered into an accelerated share repurchase (“ASR”) agreement with JP Morgan Chase Bank, National Association, London Branch (“JPMC”).  Under the ASR agreement with JPMC, Corning agreed to purchase $1 billion of its common stock, in total, with an initial delivery by JPMC of 47.1 million shares based on the current market price, and payment of $1 billion made by Corning to JPMC.  The payment to JPMC was recorded as a reduction to shareholders’ equity, consisting of an $800 million increase in treasury stock, which reflects the value of the initial 47.1 million shares received upon execution, and a $200 million decrease in other-paid-in capital, which reflects the value of the stock held back by JPMC pending final settlement.  On January 28, 2014, the ASR agreement with JPMC was completed.  Corning received an additional 10.5 million shares on January 31, 2014 to settle the ASR agreement.  In total, Corning purchased 57.6 million shares based on the average daily volume weighted-average price of Corning’s common stock during the term of the ASR agreement with JPMC, less a discount.  The program announced on April 24, 2013 was finalized in the first quarter of 2014.

-23-

On March 3, 2014, as part of the $2.0 billion share repurchase program announced on October 22, 2013 and made effective concurrent with the closing of Corning’s Acquisition of Samsung Corning Precision Materials on January 15, 2014, Corning entered into an ASR agreement with Citibank N.A. (“Citi”).  Under the ASR agreement with Citi, Corning agreed to purchase $1.25 billion of its common stock, in total, with an initial delivery by Citi of 52.5 million shares based on the current market price, and payment of $1.25 billion made by Corning to Citi.  The payment to Citi was recorded as a reduction to shareholders’ equity, consisting of a $1.0 billion increase in treasury stock, which reflects the value of the initial 52.5 million shares received upon execution, and a $250 million decrease in other-paid-in capital, which reflects the value of the stock held back by Citi pending final settlement.  The ASR agreement with Citi is expected to be completed in the second quarter of 2014.

In addition to the ASR agreements, during the first quarter of 2014, we repurchased 26.7 million shares of common stock on the open market for approximately $484 million as part of the share repurchase program announced on April 24, 2013, and 8.7 million shares of common stock on the open market for approximately $167 million as part of the share repurchase program made effective on January 15, 2014.

Accumulated Other Comprehensive Income

In the first three months of 2014 and 2013, the primary changes in accumulated other comprehensive income (“AOCI”) were related to the foreign currency translation component.  In the first three months of 2014, a $136 million cumulative foreign currency translation gain was released to income as a result of the step acquisition of Samsung Corning Precision Materials and included in the gain on previously held equity investment.  In the first three months of 2013, foreign currency translation losses of $505 million were recognized in AOCI (Corning: $329 million; equity method affiliates: $176 million).  There are no material tax effects related to foreign currency translation gain and losses.

17.      Share-based Compensation

Stock Compensation Plans

The Company measures and recognizes compensation cost for all share-based payment awards made to employees and directors based on estimated fair values.  Fair values for stock options were estimated using a multiple-point Black-Scholes valuation model.  Share-based compensation cost was approximately $15 million and $11 million for the three months ended March 31, 2014 and 2013, respectively.  Amounts for all periods presented included compensation expense for employee stock options and time-based restricted stock and restricted stock units.

Stock Options

Corning’s stock option plans provide non-qualified and incentive stock options to purchase authorized but unissued shares, or treasury shares, at the market price on the grant date and generally become exercisable in installments from one to five years from the grant date.  The maximum term of non-qualified and incentive stock options is 10 years from the grant date.

-24-

The following table summarizes information concerning stock options outstanding including the related transactions under the stock option plans for the three months ended March 31, 2014:

	Number of Shares (in thousands)	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value (in thousands)
Options Outstanding as of December 31, 2013	57,139	$17.83
Granted	528	20.80
Exercised	(4,571)	11.75
Forfeited and Expired	(161)	15.85
Options Outstanding as of March 31, 2014	52,935	18.39	4.95	$201,401
Options Expected to Vest as of March 31, 2014	52,817	18.40	4.95	200,454
Options Exercisable as of March 31, 2014	40,470	19.78	3.90	114,511

The aggregate intrinsic value (market value of stock less option exercise price) in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price on March 31, 2014, which would have been received by the option holders had all option holders exercised their “in-the-money” options as of that date.

As of March 31, 2014, there was approximately $17 million of unrecognized compensation cost related to stock options granted under the plans.  The cost is expected to be recognized over a weighted-average period of 1.4 years.  Compensation cost related to stock options was approximately $6 million and $5 million for the three months ended March 31, 2014 and 2013, respectively.

Proceeds received from the exercise of stock options were $50 million and $12 million for the three months ended March 31, 2014 and 2013, respectively.  Proceeds received from the exercise of stock options were included in financing activities on the Company’s Consolidated Statements of Cash Flows.  The total intrinsic value of options exercised for the three months ended March 31, 2014 and 2013 was approximately $32 million and $13 million, respectively, which is currently deductible for tax purposes.  However, these tax benefits were not fully recognized due to net operating loss carryforwards available to the Company.  Refer to Note 5 (Income Taxes) to the consolidated financial statements.

The following inputs were used for the valuation of option grants under our stock option plans:

	Three months ended March 31,
	2014			2013
Expected volatility	46.2	-	46.2%	47.1	-	47.4%
Weighted-average volatility	46.2	-	46.2%	47.1	-	47.4%
Expected dividends	2.09	-	2.09%	3.02	-	3.02%
Risk-free rate	2.2	-	2.2%	1.1	-	1.5%
Average risk-free rate	2.2	-	2.2%	1.4	-	1.4%
Expected term (in years)	7.2	-	7.2	5.8	-	7.2
Pre-vesting departure rate	0.5	-	0.5%	0.4	-	4.1%

Expected volatility is based on a blended approach 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 assumption is the period of time 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 rate assumption is the implied rate for a zero-coupon U.S. Treasury bond with a term equal to the option’s expected term.  The ranges in the table above reflect results from separate groups of employees exhibiting different exercise behavior.

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Incentive Stock Plans

The Corning Incentive Stock Plan permits 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 are granted at the closing market price on the grant date, contingently vest over a period of generally one to ten years, and generally have contractual lives of one to ten years.  The fair value of each restricted stock grant or restricted stock unit awarded under the Incentive Stock Plan was estimated on the date of grant.

Time-Based Restricted Stock and Restricted Stock Units:

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.

The following table represents a summary of the status of the Company’s non-vested time-based restricted stock and restricted stock units as of December 31, 2013, and changes which occurred during the three months ended March 31, 2014:

	Shares (000’s)	Weighted Average Grant-Date Fair Value
Non-vested shares and share units at December 31, 2013	6,108	$	14.58
Granted	1,270		20.28
Vested	(1,011)		18.57
Forfeited	(7)		14.91
Non-vested shares and share units at March 31, 2014	6,360	$	15.08

As of March 31, 2014, there was approximately $44 million of unrecognized compensation cost related to non-vested time-based restricted stock and restricted stock units compensation arrangements granted under the Plan.  The cost is expected to be recognized over a weighted-average period of 1.8 years.  Compensation cost related to time-based restricted stock and restricted stock units was approximately $9 million and $6 million for the three months ended March 31, 2014 and 2013, respectively.

18.      Significant Customers

For the three months ended March 31, 2014, Corning had one customer that individually accounted for 10% or more of the Company’s consolidated net sales.  For the three months ended March 31, 2013, Corning had no customers that individually accounted for 10% or more of the Company’s consolidated net sales.

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19.      Reportable Segments

Our reportable segments are as follows:

·   Display Technologies – manufactures liquid crystal display (“LCD”) glass for flat panel displays.

·   Optical Communications – manufactures carrier network and enterprise network components for the telecommunications industry.

·   Environmental Technologies – manufactures ceramic substrates and filters for automotive and diesel applications.  This reportable segment is an aggregation of our Automotive and Diesel operating segments as these two segments share similar economic characteristics, products, customer types, production processes and distribution methods.

·   Specialty Materials – manufactures products that provide more than 150 material formulations for glass, glass ceramics and fluoride crystals to meet demand for unique customer needs.

·   Life Sciences – manufactures glass and plastic labware, equipment, media and reagents to provide workflow solutions for scientific applications.

All other reportable segments that do not meet the quantitative threshold for separate reporting are grouped as “All Other.”  This group is primarily comprised of development projects and results for new product lines.

We prepared the financial results for our reportable segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions.  We included the earnings of equity affiliates that are closely associated with our reportable segments in the respective segment’s net income.  We have allocated certain common expenses among segments differently than we would for stand-alone financial information prepared in accordance with U.S. GAAP.  Segment net income may not be consistent with measures used by other companies.  The accounting policies of our reportable segments are the same as those applied in the consolidated financial statements.

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Reportable Segments (in millions)

		Display Technologies		Optical Communications		Environmental Technologies		Specialty Materials		Life Sciences		All Other		Total
Three months ended   March 31, 2014
	Net sales	$	929	$	593	$	275	$	261	$	210	$	21	$	2,289
	Depreciation (1)	$	173	$	36	$	30	$	27	$	15	$	5	$	286
	Amortization of purchased intangibles			$	2					$	6			$	8
	Research, development and engineering expenses (2)	$	45	$	37	$	21	$	33	$	5	$	28	$	169
	Restructuring, impairment and other charges	$	5	$	12									$	17
	Equity in earnings of affiliated companies	$	(9)			$	1					$	2	$	(6)
	Income tax (provision) benefit	$	(198)	$	(19)	$	(21)	$	(16)	$	(8)	$	16	$	(246)
	Net income (loss) (3)	$	209	$	27	$	43	$	31	$	17	$	(40)	$	287
Three months ended   March 31, 2013
	Net sales	$	650	$	470	$	228	$	258	$	207	$	1	$	1,814
	Depreciation (1)	$	124	$	34	$	31	$	39	$	14	$	4	$	246
	Amortization of purchased intangibles			$	2					$	5			$	7
	Research, development and engineering expenses (2)	$	19	$	35	$	23	$	35	$	5	$	36	$	153
	Equity in earnings of affiliated companies	$	133	$	1							$	5	$	139
	Income tax (provision) benefit	$	(80)	$	(17)	$	(13)	$	(19)	$	(5)	$	15	$	(119)
	Net income (loss) (3)	$	349	$	35	$	27	$	39	$	12	$	(28)	$	434

(1) Depreciation expense for Corning’s reportable segments includes an allocation of depreciation of corporate property not specifically identifiable to a segment.

(2) Research, development, and engineering expenses include direct project spending that is identifiable to a segment.

(3) Many of Corning’s administrative and staff functions are performed on a centralized basis.  Where practicable, Corning charges these expenses to segments based upon the extent to which each business uses a centralized function.  Other staff functions, such as corporate finance, human resources and legal, are allocated to segments, primarily as a percentage of sales.

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

	Three months ended March 31,
	2014		2013
Net income of reportable segments	$	327	$	462
Non-reportable segments		(40)		(28)
Unallocated amounts:
Net financing costs (1)		(29)		(34)
Stock-based compensation expense		(15)		(11)
Exploratory research		(27)		(24)
Corporate contributions		(5)		(13)
Equity in earnings of affiliated companies, net of impairments (2)		92		34
Asbestos settlement		(2)		(2)
Purchased collars and average forward contracts		2		24
Other corporate items (3)		(2)		86
Net income	$	301	$	494

(1) Net financing costs include interest income, interest expense, and interest costs and investment gains associated with benefit plans.

(2) Primarily represents the equity earnings of Dow Corning, which includes our portion of a mark-to-market gain on a derivative instrument, totaling $32 million, for the three months ended March 31, 2014 and a $2 million restructuring charge for our share of costs for headcount reductions and asset write-offs for the three months ended March 31, 2013.

(3) For the three months ended March 31, 2013, Corning recorded a $54 million tax benefit for the impact of the American Taxpayer Relief Act enacted on January 3, 2013 retroactive to 2012.

The sales of each of our reportable segments are concentrated across a relatively small number of customers.  In the first quarter of 2014, the following number of customers, which individually accounted for 10% or more of each segment’s sales, represented the following concentration of segment sales:

·   In the Display Technologies segment, four customers accounted for 72% of total segment sales.

·   In the Optical Communications segment, no customer accounted for 10% of total segment sales.

·   In the Environmental Technologies segment, three customers accounted for 88% of total segment sales.

·   In the Specialty Materials segment, three customers accounted for 50% of total segment sales.

·   In the Life Sciences segment, two customers accounted for 43% of total segment sales.

A significant amount of specialized manufacturing capacity for our Display Technologies segment is concentrated in Asia.  It is at least reasonably possible that the operation of a facility could be disrupted.  Due to the specialized nature of the assets, it would not be possible to find replacement capacity quickly.  Accordingly, loss of these facilities could produce a near-term severe impact on our display business and the Company as a whole.

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

ORGANIZATION OF INFORMATION

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 our 2013 Form 10-K. The various sections of this MD&A contain a number of forward-looking statements that involve a number of 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 our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our 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 our 2013 Form 10-K, and as may be updated in our Forms 10-Q. Our 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, 2014.

Our MD&A includes the following sections:

·   Overview

·   Results of Operations

·   Core Performance Measures

·   Reportable Segments

·   Capital Resources and Liquidity

·   Critical Accounting Estimates

·   New Accounting Standards

·   Environment

·   Forward-Looking Statements

OVERVIEW

Although Corning’s net sales increased by 26% in the first quarter of 2014 when compared to the same period last year, net income declined by 39% driven largely by the impacts of withholding tax on a dividend from Samsung Corning Precision Materials, the depreciation of the Japanese yen versus the U.S. dollar and price declines in our Display Technologies segment, slightly offset by higher net income in the Environmental Technologies segment and higher equity earnings from our equity affiliate Dow Corning.

Net sales in the first quarter of 2014 increased by $475 million to $2,289 million, when compared to the first quarter of 2013.  The increase in net sales was due to the following items:

·   Higher sales in the Display Technologies segment, driven by the acquisition of the remaining equity interests in our affiliate Samsung Corning Precision Materials, now known as Corning Precision Materials, resulting in consolidation of this entity beginning in the first quarter of 2014, which increased sales by $428 million.  Price declines in the mid-teens in percentage terms somewhat offset the increase from Corning Precision Materials;

·   An increase in net sales in the Optical Communications segment in the amount of $123 million, driven by an increase in sales of carrier network products in the amount of $98 million, largely due to growth in North America, China and Europe, and an increase of $25 million in enterprise network products; and

·   An increase of $47 million in the Environmental Technologies segment, due mainly to an increase in demand for our heavy duty diesel products, driven by new governmental regulations in Europe and China and increased demand for Class 8 vehicles in North America.

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In the first quarter of 2014, we generated net income of $301 million or $0.20 per share, compared to net income of $494 million or $0.33 per share for the same period in 2013.  When compared to the same period last year, the decrease in net income in the three months ended March 31, 2014 was due largely to the following items:

·   A dividend withholding tax in the amount of $102 million on Corning’s share of the dividend from Samsung Corning Precision Materials distributed subsequent to the Acquisition of the remaining equity interests of the affiliate;

·   Price declines in the Display Technologies segment in the mid-teens in percentage terms;

·   The negative impact from the depreciation of the Japanese-yen versus the U.S. dollar in the amount of $89 million;

·   Higher operating expenses, driven by the consolidation of Corning Precision Materials, an increase in acquisition-related costs and an increase in share-based and performance-based compensation expenses; and

·   The absence of a tax benefit in the amount of $54 million recorded in the first quarter of 2013 related to the impact of the American Taxpayer Relief Act enacted on January 3, 2013 retroactive to 2012.

The decrease in net income for the three months ended March 31, 2014 was offset somewhat by the following:

·   Higher net income in the Environmental Technologies segment, driven by an increase in demand for our diesel products; and

·   An increase in equity earnings from Dow Corning, due to a mark-to-market gain on a derivative instrument in the amount of $32 million, and an increase in volume and the settlement of a long-term sales agreement in the amount of $9 million in their polysilicon segment.

Our key priorities for 2014 remain similar to those from previous years:  protect our financial health and invest in the future.  During the first quarter of 2014, we made the following progress toward these priorities:

Protecting Financial Health

Our balance sheet remains strong, and we generated positive cash flow from operating activities:

We ended the first quarter of 2014 with $5.6 billion of cash, cash equivalents and short-term investments, an increase from the balance at December 31, 2013 of $5.2 billion, and well above our debt balance at March 31, 2014 of $3.7 billion.  The increase in cash was driven by the consolidation of Corning Precision Materials beginning in the first quarter of 2014, and the cash received from Samsung Display for the additional issuance of Preferred Stock in connection with the Acquisition, offset by the cash paid for our share repurchases.

·   Our debt to capital ratio increased from 13% reported at December 31, 2013 to 15% at March 31, 2014, driven by an increase in the amount of outstanding commercial paper and our share repurchase program.

·   Operating cash flow in the three months ended March 31, 2014 was $1,737, an increase of $1,114 million when compared to the first quarter of 2013, driven by a dividend from Samsung Corning Precision Materials distributed subsequent to the Acquisition of the remaining equity interests of the affiliate.

Investing In Our Future

Corning is one of the world’s leading innovators in materials science.  For more than 160 years, Corning has applied its unparalleled expertise in specialty glass, ceramics, and optical physics to develop products that have created new industries and transformed people’s lives.  During 2014, we will maintain our innovation strategy focused on growing our existing businesses, developing opportunities adjacent or closely related to our existing technical and manufacturing capabilities, and investing in long range opportunities in each of our market segments.  Our spending levels for research, development, and engineering declined slightly in the first quarter of 2014, from 10% to 9% of sales, when compared to the same period last year.

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We continue to work on new products, including glass substrates for high performance displays and LCD applications, diesel filters and substrates, and the optical fiber, cable and hardware and equipment that enable fiber-to-the-premises, and next generation data centers.  In addition, we are focusing on wireless solutions for diverse venue applications, such as distributed antenna systems, fiber to the cell site and fiber to the antenna.  We have focused our research, development and engineering spending to support the advancement of new product attributes for our Corning® Gorilla® Glass suite of products.  We will continue to focus on adjacent glass opportunities which leverage existing materials or manufacturing processes, including Corning® Willow™ Glass, our ultra-slim flexible glass substrate for use in next-generation consumer electronic technologies.

Capital spending totaled $246 million and $194 million for the three months ended March 31, 2014 and 2013, respectively.  Spending in the first three months of 2014 was driven primarily by the Display Technologies segment, and focused on finishing line optimization and tank rebuilds.  We expect our 2014 capital spending to be approximately $1.5 billion.  We expect that approximately $560 million will be directed toward our Display Technologies segment, of which approximately $107 million is related to capital projects started in 2012 and 2013.

Corporate Outlook

Our recent acquisition of the remaining interest in our equity affiliate Samsung Corning Precision Materials will drive growth in 2014.  We also expect sales to grow in our Optical Communications, Life Sciences, Specialty Materials and Environmental Technologies segments, and, in our Display Technologies segment, for our market share to stabilize and for price declines to be moderate.  We anticipate a rise in global demand for Corning’s carrier network products, combined with growth of enterprise network products, that will increase sales in our Optical Communications segment.  We believe the overall LCD glass retail market in 2014 will increase in the mid-to-high single digits in percentage terms, driven by the combination of an increase in retail sales of LCD televisions and the demand for larger television screen sizes.  Net income may be negatively impacted by the impact of movements in foreign exchange rates.  We may take advantage of acquisition opportunities that support the long-term strategies of our businesses.  We remain confident that our strategy to grow through global innovation, while preserving our financial stability, will enable our continued long-term success.

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RESULTS OF OPERATIONS

Selected highlights for the first quarter follow (dollars in millions):

	Three months ended March 31,				% change
	2014		2013		14 vs. 13
Net sales	$	2,289	$	1,814	26
Gross margin	$	935	$	770	21
(gross margin %)		41%		42%
Selling, general and administrative expenses	$	395	$	259	53
(as a % of net sales)		17%		14%
Research, development and engineering expenses	$	198	$	178	11
(as a % of net sales)		9%		10%
Equity in earnings of affiliated companies	$	86	$	173	(50)
(as a % of net sales)		4%		10%
Transaction-related gain, net	$	74			*
(as a % of net sales)		3%
Income before income taxes	$	481	$	528	(9)
(as a % of net sales)		21%		29%
Provision for income taxes	$	(180)	$	(34)	(429)
(as a % of net sales)		(8)%		(2)%
Net income attributable to Corning Incorporated	$	301	$	494	(39)
(as a % of net sales)		13%		27%

* Percent change not meaningful

Net Sales

For the three months ended March 31, 2014, net sales increased in all of our segments, improving by $475 million, when compared to the same period in 2013.  Driving the growth in net sales are the following items:

·   The impact of the acquisition of the remaining equity interests of our affiliate Samsung Corning Precision Materials, and the subsequent consolidation of this entity, which added approximately $428 million in net sales;

·   An increase of net sales in the Optical Communications segment of $123 million, or 26%, driven by an increase of $98 million for our carrier network products and an increase of $25 million for our enterprise network products.  Driving the growth in carrier network products are the following items:

o   Higher sales of cable products in North America and Europe, up $31 million and $32 million, respectively;

o   The impact of a small acquisition and the consolidation of an investment due to a change in control which occurred in the second quarter of 2013, which added approximately $22 million;

o   An increase of $5 million in sales of wireless products; and

o   An increase in sales of optical fiber, driven by higher demand for single-mode fiber in Europe and North America.

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·   An increase in Environmental Technologies segment net sales in the amount of $47 million, or 21%, driven by higher demand for our heavy duty diesel products, which increased by $33 million, propelled by new governmental regulations in Europe and China and increased demand for Class 8 vehicles in North America, and an increase of $6 million in net sales of light duty diesel products, driven by higher volume in Europe.

·   An increase in net sales of $3 million in both the Specialty Materials and Life Sciences segments.

Although the impact of fluctuations in foreign currency exchange rates did not materially impact net sales in our Optical Communications, Environmental Technologies, Life Sciences and Specialty Materials segments, the impact of the fluctuation in the Japanese yen had a negative impact of approximately $60 million on net sales in our Display Technologies segment in the first quarter, when compared to the first quarter of 2013.

Cost of Sales

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; and other production overhead.

Gross Margin

Gross margin dollars increased by $165 million, driven largely by the consolidation of Corning Precision Materials.  As a percentage of net sales, gross margin for the three months ended March 31, 2014 decreased slightly when compared to the same period last year, due primarily by the impact of the weakening of the Japanese yen in the amount of $45 million and price declines in our Display Technologies segment in the mid-teens in percentage terms, offset somewhat by the positive impact of Corning Precision Materials and improvements in manufacturing performance in the Environmental Technologies segment.

Selling, General and Administrative Expenses

For the three months ended March 31, 2014, selling, general and administrative expenses increased by $136 million, driven largely by the consolidation of Corning Precision Materials, which increased selling, general and administrative expenses by approximately $25 million, an increase of $10 million in share-based and performance-based compensation expenses and an increase of approximately $90 million in acquisition-related costs, including $72 million of post-combination compensation expense, offset somewhat by cost control measures implemented by our segments.  As a percentage of net sales, selling, general and administrative expenses increased by 3% when compared to the first quarter of 2013, driven by expenses related to the Acquisition.

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

Research, Development and Engineering Expenses

For the three months ended March 31, 2014, research, development and engineering expenses increased by $20 million, when compared to the same period last year, driven by the consolidation of Corning Precision Materials, offset slightly by lower spending in the Specialty Materials segment.  As a percentage of net sales, research, development and engineering expenses decreased slightly when compared to the same period in 2013.

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Equity in Earnings of Affiliated Companies

The following provides a summary of equity in earnings of affiliated companies (in millions):

	Three months ended March 31,
	2014		2013
Samsung Corning Precision Materials			$	133
Dow Corning Corporation	$	92		35
All other		(6)		5
Total equity earnings	$	86	$	173

Equity earnings of affiliated companies decreased in the three months ended March 31, 2014, when compared to the same period last year, reflecting the Acquisition and subsequent consolidation of Samsung Corning Precision Materials, offset somewhat by a substantial increase in equity earnings from Dow Corning.  Equity earnings from Dow Corning were positively impacted by the following items:

·   Corning’s share of a mark-to-market gain on a derivative instrument in the amount of $32 million;

·   An increase in equity earnings of $29 million in the polysilicon segment, driven by higher volume and the settlement of a long-term sales agreement in the amount of $9 million.

Other Income, Net

“Other income, net” in Corning’s consolidated statements of income includes the following (in millions):

	Three months ended March 31,
	2014		2013
Royalty income from Samsung Corning Precision Materials			$	15
Foreign currency exchange and hedge (losses) gains, net	$	(6)		31
Net loss attributable to noncontrolling interests		3		1
Other, net		27		18
Total	$	24	$	65

Beginning in the first quarter of 2014, due to the Acquisition and subsequent consolidation of Samsung Corning Precision Materials (now Corning Precision Materials), royalty income from Corning Precision Materials is no longer recognized in Corning’s consolidated statement of income.

Included in the line item Foreign currency exchange and hedge (losses) gains, net for the three months ended March 31, 2014 and 2013 is the positive impact of the purchased collars and average forward contracts, which hedge our exposure to movements in the Japanese yen and its impact on our net earnings, in the amount of $2 million and $24 million, respectively.

Income Before Income Taxes

Income before income taxes for the three months ended March 31, 2014, was negatively impacted in the approximate amount of $100 million by the significant depreciation of the Japanese yen versus the U.S. dollar when compared to the same period last year.

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Provision for Income Taxes

Our provision for income taxes and the related effective income tax rates were as follows (in millions):

	Three months ended March 31,
	2014		2013
Provision for income taxes	$	(180)	$	(34)
Effective tax rate		37.4%		6.4%

For the three months ended March 31, 2014, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following benefits:

·   Rate differences on income (loss) of consolidated foreign companies, including the benefit of excess foreign tax credits attributable to a deemed distribution to the U.S. of a portion of foreign current year earnings;

·   Equity in earnings of nonconsolidated affiliates reported in the financials net of tax; and

·   Tax incentives in foreign jurisdictions, primarily Taiwan.

These benefits were more than offset principally by a discrete tax charge in the first quarter of 2014 in the amount of $102 million related to South Korean withholding tax on a dividend paid by Samsung Corning Precision Materials to Corning wholly owned foreign subsidiaries.

For the three months ended March 31, 2013, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following benefits:

·   Rate differences on income (loss) of consolidated foreign companies;

·   Equity in earnings of nonconsolidated affiliates reported in the financials net of tax;

·   $54 million to record the impact of the American Taxpayer Relief Act enacted on January 3, 2013 retroactive to 2012; and

·   Tax incentives in foreign jurisdictions, primarily Taiwan.

Refer to Note 5 (Income Taxes) to the consolidated financial statements for additional information.

Net Income Attributable to Corning Incorporated

As a result of the above, our net income and per share data is as follows (in millions, except per share amounts):

	Three months ended March 31,
	2014		2013
Net income attributable to Corning Incorporated – basic	$	280	$	494
Net income attributable to Corning Incorporated – diluted	$	280	$	494
Basic earnings per common share	$	0.21	$	0.33
Diluted earnings per common share	$	0.20	$	0.33
Shares used in computing per share amounts
Basic earnings per common share		1,359		1,472
Diluted earnings per common share		1,370		1,481

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CORE PERFORMANCE MEASURES

In managing the Company and assessing our financial performance, we supplement certain measures provided by our consolidated financial statements with measures adjusted to exclude certain items, to arrive at Core Performance measures.  We believe reporting Core Performance measures provides investors greater transparency to the information used by our management team to make financial and operational decisions.  Net sales, equity in earnings of affiliated companies, and net income are adjusted to exclude the impacts of changes in the Japanese yen, the impact of the purchased collars, average forward contracts and other yen-related transactions, acquisition-related costs, discrete tax items, restructuring and restructuring-related charges, certain litigation-related expenses, pension mark-to-market adjustments, and other items which do not reflect on-going operating results of the Company or our equity affiliates.  Management discussion and analysis on our reportable segments has also been adjusted for these items, as appropriate.  These measures are not prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).  We believe investors should consider these non-GAAP measures in evaluating our results as they are more indicative of our core operating performance and how management evaluates our operational results and trends.  These measures are not, and should not be viewed as a substitute for U.S. GAAP reporting measures.  For a reconciliation of non-GAAP performance measures and a further discussion of the measures, please see “Reconciliation of Non-GAAP Measures” below.

RESULTS OF OPERATIONS – CORE PERFORMANCE MEASURES

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

	Three months ended March 31,				% change
	2014		2013		14 vs. 13
Core net sales	$	2,389	$	1,814	32%
Core equity in earnings of affiliated companies	$	61	$	180	(66)%
Core net income	$	461	$	431	7%

Core Net Sales

Core net sales in the first quarter of 2014 and 2013, which excludes the impact of changes in the Japanese yen, totaled $2,389 million and $1,814 million, respectively, an increase of $575 million, or 32%.  Driving the growth in core net sales are the following items:

·   The impact of the acquisition of the remaining equity interests of our affiliate Samsung Corning Precision Materials, and the subsequent consolidation of this entity, which added approximately $450 million in core net sales;

·   An increase of core net sales in the Optical Communications segment of $123 million, or 26%, driven by an increase of $98 million for our carrier network products and an increase of $25 million for our enterprise network products.  Driving the growth in carrier network products are the following items:

o   Higher sales of cable products in North America and Europe, up $31 million and $32 million, respectively;

o   The impact of a small acquisition and the consolidation of an investment due to a change in control which occurred in the second quarter of 2013, which added approximately $22 million;

o   An increase of $5 million in sales of wireless products; and

o   An increase in sales of optical fiber, driven by higher demand for single-mode fiber in Europe and North America.

·   An increase in Environmental Technologies segment core net sales in the amount of $47 million, or 21%, driven by higher demand for our heavy duty diesel products, which increased by $33 million, propelled by new governmental regulations in Europe and China and increased demand for Class 8 vehicles in North America, and an increase of $6 million in core net sales of light duty diesel products, driven by higher volume in Europe.

·   An increase in core net sales of $3 million in both the Specialty Materials and Life Sciences segments.

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Core Equity in Earnings of Affiliated Companies

The following provides a summary of core equity in earnings of affiliated companies (in millions):

	Three months ended March 31,
	2014		2013
Samsung Corning Precision Materials			$	133
Dow Corning Corporation *	$	59		42
All other		2		5
Total equity earnings	$	61	$	180

* In 2013, we excluded the operating results of Dow Corning’s consolidated subsidiary Hemlock Semiconductor, a producer of polycrystalline silicon to remove the impact of the severe unpredictability and instability in the polysilicon market.

Core equity earnings of affiliated companies decreased in the three months ended March 31, 2014, when compared to the same period last year, reflecting the Acquisition and subsequent consolidation of Samsung Corning Precision Materials, offset somewhat by an increase in equity earnings from Dow Corning.  Core equity earnings from Dow Corning in the first quarter of 2014 were positively impacted by the following item:

·   An increase in equity earnings of $22 million from Dow Corning’s consolidated subsidiary Hemlock Semiconductor, a producer of polycrystalline silicon, driven by higher volume and the settlement of a long-term sales agreement in the amount of $9 million.  We excluded the operating results of Hemlock Semiconductor in 2013 to remove the impact of the severe unpredictability and instability in the polysilicon market.  Beginning in 2014, due to the stabilization of the market, Hemlock’s operating results are included in core equity earnings.

Slightly offsetting the positive impact from Hemlock Semiconductor is a decline in equity earnings in the amount of $5 million from the silicones segment, driven by the absence of contract settlements in the first quarter of 2013.

Core Net Income

When compared to the same period last year, core net income increased in the three months ended March 31, 2014 by $30 million, or 7%, driven by the following items:

·   An increase in core net income of $16 million, or 59%, in the Environmental Technologies segment, driven by an increase in demand for our diesel products;

·   An increase in core net income of $4 million, or 11%, in the Optical Communications segment, driven by an increase in demand carrier network products; and

·   An increase in core equity earnings from Dow Corning.

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Core Earnings per Common Share

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

	Three months ended March 31,
	2014		2013
Core net income attributable to Corning Incorporated	$	461	$	431
Less:  Series A convertible preferred stock dividend		(21)
Core net income available to common stockholders - basic		440		431
Add:  Series A convertible preferred stock dividend		21
Core net income available to common stockholders - diluted	$	461	$	431
Weighted-average common shares outstanding - basic		1,359		1,472
Effect of dilutive securities:
Stock options and other dilutive securities		11		9
Series A convertible preferred stock		97
Weighted-average common shares outstanding - diluted		1,467		1,481
Core basic earnings per common share	$	0.32	$	0.29
Core diluted earnings per common share	$	0.31	$	0.29

Reconciliation of Non-GAAP Measures

We utilize certain financial measures and key performance indicators that are not calculated in accordance with GAAP to assess our 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 statement of income or statement 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 statement of income or statement of cash flows.

Core net sales, core equity earnings of affiliated companies and core net income are non-GAAP financial measures utilized by our 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.

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The following tables reconcile our non-GAAP financial measures to their most directly comparable GAAP financial measure.

	Three months ended March 31, 2014
	Net sales		Equity earnings		Income before income taxes		Net income		Effective tax rate	Per share
As reported	$	2,289	$	86	$	481	$	301	37.4%	0.20
Constant-yen (1)		100				82		61		0.04
Purchased collars and average forward contracts (2)						(2)		(10)		(0.01)
Acquisition-related costs (4)						48		40		0.03
Discrete tax items (5)								21		0.01
Asbestos settlement (6)						2		1
Restructuring, impairment and other charges (7)						17		15		0.01
Liquidation of subsidiary (8)								(3)
Equity in earnings of affiliated companies (9)				(25)		(25)		(24)		(0.02)
Gain on previously held equity investment (10)						(394)		(292)		(0.20)
Settlement of pre-existing contract (10)						320		320		0.22
Post-combination expenses (10)						72		55		0.04
Other items related to the Acquisition of Samsung Corning Precision Materials (10)						(24)		(24)		(0.02)
Core Performance measures	$	2,389	$	61	$	577	$	461	20.1%	0.31

	Three months ended March 31, 2013
	Net sales		Equity earnings		Income before income taxes		Net income		Effective tax rate	Per share
As reported	$	1,814	$	173	$	528	$	494	6.4%	0.33
Purchased collars (2)						(23)		(16)		(0.01)
Other yen-related transactions (2)						(19)		(13)		(0.01)
Hemlock Semiconductor operating results (3)				5		5		4
Hemlock Semiconductor non-operating results (3)				2		2		2
Acquisition-related costs (4)						18		13		0.01
Discrete tax items (5)								(54)		(0.04)
Asbestos settlement (6)						2		1
Core Performance measures	$	1,814	$	180	$	513	$	431	16.0%	0.29

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Items which we exclude from GAAP measures to arrive at Core Performance measures are as follows:

(1) Constant-yen:  Because a significant portion of Corning’s LCD glass business revenues and manufacturing costs are denominated in Japanese yen, management believes it is important to understand the impact on core net income from translating yen into dollars.  Presenting results on a constant-yen basis eliminates the translation impact of the Japanese yen, and allows management to evaluate performance period over period, analyze underlying trends in our businesses, and to establish operational goals and forecasts.  We use an internally derived management rate of ¥93, which is closely aligned to our yen portfolio of purchased collars, and have restated all periods presented based on this rate in order to effectively remove the impact of changes in the Japanese yen.

(2) Purchased collars, average forward contracts and other yen-related transactions:  We have excluded the impact of our purchased collars, average forward contracts, and other yen-related transactions for each period presented.  By aligning an internally derived rate with our portfolio of purchased collars and average forward contracts, and excluding other yen-related transactions and the constant-yen adjustments, we have effectively eliminated the impact of changes in the Japanese yen on our results.

(3) Results of Dow Corning’s consolidated subsidiary, Hemlock Semiconductor: In 2013, we excluded the results of Dow Corning’s consolidated subsidiary, Hemlock Semiconductor, a producer of polycrystalline silicon, to remove the operating and non-operating items and events which have caused severe unpredictability and instability in earnings beginning in 2012.  These events were primarily driven by the macro-economic environment.  Specifically, the negative impact of the determination by MOFCOM, which imposes provisional anti-dumping duties on solar-grade polysilicon imports from the United States, and the impact of asset write-offs, offset by the benefit of large payments required under Hemlock customers’ “take-or-pay” contracts, are events that are unrelated to Dow Corning’s core operations, and that have, or could have, significant impacts to this business. Beginning in 2014, due to the stabilization of the polycrystalline silicon industry, we will no longer exclude the operating results of Hemlock Semiconductor from core performance measures.

(4) Acquisition-related costs:  These expenses include intangible amortization, inventory valuation adjustments and external acquisition-related deal costs.

(5) Discrete tax items:  This represents the removal of discrete adjustments attributable to changes in tax law and changes in judgment about the realizability of certain deferred tax assets.  This item also includes the income tax effects of adjusting from a GAAP tax rate to a core net income tax rate.

(6) Certain litigation-related charges:  These adjustments relate to the Pittsburgh Corning Corporation (PCC) asbestos litigation.

(7) Restructuring, impairment and other charges.

(8) Liquidation of subsidiary:  The partial impact of non-restructuring related items due to the decision to liquidate a consolidated subsidiary that is not significant.

(9) Equity in earnings of affiliated companies:  These adjustments relate to items which do not reflect expected on-going operating results of our affiliated companies, such as restructuring, impairment and other charges and settlements under “take-or-pay” contracts.

(10) Impacts from the Acquisition of Samsung Corning Precision Materials: Pre-acquisition gains and losses on previously held equity investment and other gains and losses related to the Acquisition, including the impact of the withholding tax on a dividend from Samsung Corning Precision Materials.

REPORTABLE SEGMENTS

Our reportable segments are as follows:

·   Display Technologies – manufactures liquid crystal display glass for flat panel displays.

·   Optical Communications – manufactures carrier network and enterprise network components for the telecommunications industry.

·   Environmental Technologies – manufactures ceramic substrates and filters for automotive and diesel applications.  This reportable segment is an aggregation of our Automotive and Diesel operating segments, as these two segments share similar economic characteristics, products, customer types, production processes and distribution methods.

·   Specialty Materials – manufactures products that provide more than 150 material formulations for glass, glass ceramics and fluoride crystals to meet demand for unique customer needs.

·   Life Sciences – manufactures glass and plastic labware, equipment, media and reagents to provide workflow solutions for scientific applications.

All other reportable segments that do not meet the quantitative threshold for separate reporting are grouped as “All Other.”  This group is primarily comprised of development projects and results for new product lines.

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We prepared the financial results for our reportable segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions.  We included the earnings of equity affiliates that are closely associated with our reportable segments in the respective segment’s net income.  We have allocated certain common expenses among segments differently than we would for stand-alone financial information prepared in accordance with U.S. GAAP.  The Display Technologies, Optical Communications, Specialty Materials and Life Sciences segments include non-GAAP measures which are not prepared in accordance with GAAP.  We believe investors should consider these non-GAAP measures in evaluating our results as they are more indicative of our core operating performance and with how management evaluates our operational results and trends.  These measures are not, and should not be viewed as a substitute for GAAP reporting measures.  For a reconciliation of non-GAAP performance measures to the most directly comparable GAAP financial measure, please see “Reconciliation of non-GAAP Measures” below.  Segment net income may not be consistent with measures used by other companies.  The accounting policies of our reportable segments are the same as those applied in the consolidated financial statements.

Display Technologies

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

As Reported	Three months ended March 31,				% change
	2014		2013		14 vs. 13
Net sales	$	929	$	650	43%
Equity earnings of affiliated companies	$	(9)	$	133	(107)%
Net income	$	209	$	349	(40)%

Core Performance	Three months ended March 31,				% change
	2014		2013		14 vs. 13
Core net sales	$	1,029	$	650	58%
Core equity earnings of affiliated companies	$	(2)	$	133	(102)%
Core net income	$	323	$	336	(4)%

The following tables reconcile the non-GAAP financial measures for the Display Technologies segment with our financial statements presented in accordance with GAAP (in millions).

	Three months ended March 31, 2014
(in millions)	Sales		Equity earnings		Net income
As reported	$	929	$	(9)	$	209
Constant-yen (1)		100				63
Other yen-related transactions (2)						(56)
Acquisition-related costs (4)						35
Restructuring, impairment and other charges (7)						3
Equity earnings of affiliated companies (9)				7		6
Impacts from the Acquisition of Samsung Corning Precision Materials (10)						63
Core performance	$	1,029	$	(2)	$	323

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

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	Three months ended March 31, 2013
(in millions)	Sales		Equity earnings		Net income
As reported	$	650	$	133	$	349
Other yen-related transactions (2)						(13)
Core performance	$	650	$	133	$	336

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

When compared to the first quarter of 2013, the increase in core net sales in the first quarter of 2014 was due to the impact of the Acquisition of the remaining equity interests of our affiliate Samsung Corning Precision Materials, and the subsequent consolidation of this entity, which added $445 million in core net sales.  Also contributing to the sales growth was a slight increase in volume in the low single-digits.  Year-over-year segment price declines in the mid-teens in percentage terms in the first quarter of 2014 were higher than those we experienced during 2013.  These higher price declines are not related to the Acquisition of Samsung Corning Precision Materials, nor are they a result of recent supply contract renewals, and we expect to return to more moderate levels of price declines during the remainder of 2014.

Core net income in the Display Technologies segment decreased slightly in the three months ended March 31, 2014, when compared to the same period last year.  The positive impact of the consolidation of Corning Precision Materials beginning in the first quarter of 2014 was more than offset by the impact of price declines in the mid-teens in percentage terms, the absence of a subsidy received from the Chinese government in the first quarter of 2013 and the absence of royalty income from Samsung Corning Precision Materials.  Prior to the acquisition of Corning Precision Materials in January 2014, Corning licensed patents to and recorded third-party royalty income from Samsung Corning Precision Materials.  Beginning in the first quarter of 2014, Corning began consolidating Corning Precision Materials into its results, resulting in the elimination of royalty income upon consolidation.

The Display Technologies segment has a concentrated customer base comprised of LCD panel and color filter makers primarily located in China, Japan and Taiwan.  For the three months ended March 31, 2014, four customers of the Display Technologies segment that individually accounted for more than 10% of segment net sales, accounted for approximately 72% of total segment sales when combined.  Our customers face the same global economic dynamics as we do in this market.  Our near-term sales and profitability would be impacted if any individual customers were unable to continue to purchase our products.

Outlook:

We believe the overall LCD glass retail market in 2014 will increase in the mid-to-high single digits in percentage terms, driven by the combination of an increase in retail sales of LCD televisions and the demand for larger television screen sizes.  We expect Corning’s share of the market in 2014 will remain consistent with our share in 2013.

In the second quarter, Corning expects its LCD glass volume to be up by a high single-digit percentage sequentially. Price declines in the second quarter are expected to be significantly less than those in the first quarter.

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The end market demand for LCD televisions, monitors and notebooks is dependent on consumer retail spending, among other things.  We are cautious about the potential negative impacts that economic conditions, particularly a global economic recession, excess market capacity and world political tensions could have on consumer demand.  While the LCD industry has grown rapidly in recent years, economic volatility along with consumer preferences for panels of differing sizes, prices, or other factors may lead to pauses in market growth.  Therefore, it is possible that glass manufacturing capacity may exceed demand from time to time but we believe that we have levers to proactively manage our capacity to adjust to fluctuations in demand.  We may incur further charges in this segment to reduce our workforce and consolidate capacity.  In addition, changes in foreign exchange rates, principally the Japanese yen, will continue to impact the sales and profitability of this segment.  In order to mitigate this risk, Corning entered into a series of foreign exchange contracts to hedge our exposure to movements in the Japanese yen and its impact on our earnings.

Optical Communications

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

	Three months ended March 31,				% change
As Reported	2014		2013		14 vs. 13
Net sales:
Carrier network	$	451	$	353	28%
Enterprise network		142		117	21%
Total net sales	$	593	$	470	26%
Net income	$	27	$	35	(23)%

	Three months ended March 31,				% change
Core Performance	2014		2013		14 vs. 13
Core net sales:
Carrier network	$	451	$	353	28%
Enterprise network		142		117	21%
Total net sales	$	593	$	470	26%
Core net income	$	39	$	35	11%

The following table reconciles the non-GAAP financial measures for the Optical Communications segment with our financial statements presented in accordance with GAAP (in millions).

	Three months ended March 31, 2014
(in millions)	Sales		Net income
As reported	$	593	$	27
Acquisition-related costs (4)				2
Restructuring, impairment and other charges (7)				12
Liquidation of subsidiary (8)				(2)
Core performance	$	593	$	39

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

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In the first quarter of 2014, core net sales of the Optical Communications segment increased by $123 million, or 26%, when compared to the first quarter of 2013, driven by an increase of $98 million for our carrier network products.  Driving the growth in carrier network products are the following items:

·   Higher sales of cable products in North America and Europe, up $31 million and $32 million, respectively;

·   The impact of a small acquisition and the consolidation of an investment due to a change in control which occurred in the second quarter of 2013, which added approximately $22 million;

·   An increase of $5 million in sales of wireless products; and

·   An increase in sales of optical fiber, driven by higher demand for single-mode fiber in Europe and North America.

Sales in the enterprise network market increased by $25 million in the three months ended March 31, 2014, when compared to the same period in 2013, driven by higher sales of data center products in China, North America and Europe.

Although core net income increased in the first quarter of 2014 by 11%, growth was more moderate than the sales growth in this segment.  When compared to the first quarter of 2013, strong volume growth in both carrier network and enterprise network products was partially offset by fiber price declines in China, unfavorable mix in carrier products, an increase in operating expenses driven by a small acquisition and the consolidation of an investment due to a change in control and the absence of the inventory build we experienced in the first quarter of 2013.

Movements in foreign exchange rates did not significantly impact the results of this segment in the first quarter of 2014.

For the three months ended March 31, 2014, no customers of the Optical Communications segment represented 10% or more of total segment sales.

Outlook:

In the second quarter of 2014, Optical Communications segment second-quarter sales are expected to increase year-over-year by a mid-to-high single-digit percentage, driven by continued strong sales with carrier networks in North America and Europe, and by increasing demand for the company’s wireless solutions.

Environmental Technologies

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

	Three months ended March 31,				% change
As Reported and Core Performance	2014		2013		14 vs. 13
Net sales:
Automotive	$	133	$	125	6%
Diesel		142		103	38%
Total net sales	$	275	$	228	21%
Net income	$	43	$	27	59%

In the three months ended March 31, 2014, net sales of this segment increased by $47 million, or 21% when compared to the same period in 2013.  Driving the increase was higher demand for our heavy duty diesel products, which increased by $33 million, propelled by new governmental regulations in Europe and China and increased demand for Class 8 vehicles in North America.  Sales of light duty diesel products also improved, increasing $6 million, driven by higher volume in Europe.

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Net income in the three months ended March 31, 2014 improved significantly, driven by improvements in manufacturing efficiency and strong volume gains across both automotive and diesel product lines.  Improving market conditions for heavy duty diesel products and higher European sales of light duty diesel products, combined with an increase in automotive substrate vehicle builds, drove the increase.

Movements in foreign exchange rates did not significantly impact the results of this segment in the first quarter of 2014.

The Environmental Technologies segment sells to a concentrated customer base of catalyzer and emission control systems manufacturers.  Although our sales are to the emission control systems manufacturers, who then sell to automotive and diesel engine manufacturers, the use of our substrates and filters is generally required by the specifications of the automotive and diesel engine manufacturers.  For the three months ended March 31, 2014, three customers of the Environmental Technologies segment, which individually accounted for more than 10% of segment net sales, accounted for approximately 88% of total segment sales when combined.  While we are not aware of any significant customer credit issues with our direct customers, our near-term sales and profitability would be impacted if any individual customers were unable to continue to purchase our products.

Outlook:

For the Environmental Technologies segment, second-quarter sales are anticipated to grow by a low-to-mid teen percentage on a year-over-year basis. Demand for Corning’s heavy-duty diesel emissions products is expected to remain strong, driven by new government emissions standards in Europe and China, and by renewed demand in North America.

Specialty Materials

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

	Three months ended March 31,				% change
As Reported	2014		2013		14 vs. 13
Net sales	$	261	$	258	1%
Net income	$	31	$	39	(21)%

Core Performance	Three months ended March 31,				% change
	2014		2013		14 vs. 13
Core net sales	$	261	$	258	1%
Core net income	$	32	$	39	(18)%

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The following table reconciles the non-GAAP financial measures for the Specialty Materials segment with our financial statements presented in accordance with GAAP (in millions).

	Three months ended March 31, 2014
(in millions)	Sales		Net income
As reported	$	261	$	31
Constant-yen (1)				(1)
Other yen-related transactions (2)				3
Acquisition-related costs (4)				(1)
Core performance	$	261	$	32

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

Net sales for the three months ended March 31, 2014 in the Specialty Materials segment increased slightly when compared to the same period in 2013, driven primarily by an increase in our advanced optics products in the amount of $15 million.  Corning Gorilla Glass sales were lower by $12 million, with volume gains more than offset by price declines.

When compared to the same period last year, the decrease in core net income for the three months ended March 31, 2014 was driven by the absence of the inventory build which occurred in the first quarter of 2013 and lower prices for Corning Gorilla Glass, offset partially by Corning Gorilla Glass and advanced optics product volume improvements and lower research and development expenses.

Movements in foreign exchange rates did not significantly impact the results of this segment in the first quarter of 2014.

For the three months ended March 31, 2014, three customers of the Specialty Materials segment, which individually accounted for more than 10% of segment net sales, accounted for 50% of total segment sales when combined.

Outlook:

In the second quarter of 2014, Specialty Materials segment sales are expected to increase by 20% to 25% sequentially, driven by significant growth in Corning Gorilla Glass demand. The company believes that the customer inventory buildup, which occurred late in 2012 and impacted Gorilla Glass sales throughout 2013, has now worked its way through the supply chain.

Life Sciences

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

	Three months ended March 31,				% change
As Reported	2014		2013		14 vs. 13
Net sales	$	210	$	207	1%
Net income	$	17	$	12	42%

Core Performance	Three months ended March 31,				% change
	2014		2013		14 vs. 13
Core net sales	$	210	$	207	1%
Core net income	$	21	$	24	(13)%

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The following table reconciles the non-GAAP financial measures for the Life Sciences segment with our financial statements presented in accordance with GAAP (in millions).

	Three months ended March 31, 2014				Three months ended March 31, 2013
(in millions)	Sales		Net income		Sales		Net income
As reported	$	210	$	17	$	207	$	12
Acquisition-related costs (4)				4				12
Core performance	$	210	$	21	$	207	$	24

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

Net sales for the three months ended March 31, 2014 increased slightly when compared to the same period last year, due to volume growth in international markets.

When compared to the same period in 2013, core net income in the three months ended March 31, 2014 decreased driven by higher operating expenses, offset slightly by higher volume.

Movements in foreign exchange rates did not significantly impact the results of this segment in the first quarter of 2014.

For the three months ended March 31, 2014, two customers of the Life Sciences segment, which individually accounted for more than 10% of net sales, accounted for 43% of net sales when combined.

Outlook:

In the second quarter of 2014, we expect net sales in the Life Sciences segment to remain consistent with the second quarter of 2013.

All Other

All other segments that do not meet the quantitative threshold for separate reporting have been grouped as “All Other.”  This group is primarily comprised of development projects and results for new product lines.

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

	Three months ended March 31,				% change
As Reported	2014		2013		14 vs. 13
Net sales	$	21	$	1	2000%
Research, development and engineering expenses	$	28	$	36	(22)%
Equity earnings of affiliated companies	$	2	$	5	(60)%
Net loss	$	(40)	$	(28)	*

*The percentage change calculation is not meaningful.

This group is primarily comprised of development projects that involve the use of various technologies for new products such as advanced flow reactors, thin-film photovoltaics and adjacency businesses in pursuit of thin, strong glass.  This segment also includes results for certain corporate investments such as Eurokera and Keraglass equity affiliates, which manufacture smooth cooktop glass/ceramic products.

The results of this segment in the three months ended March 31, 2014 reflect the net sales and net loss incurred for a development project which was not part of segment results in the first quarter of 2013.

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CAPITAL RESOURCES AND LIQUIDITY

Financing and Capital Resources

The following items impacted Corning’s financing and capital structure in the three months ended March 31, 2014 and 2013:

2014

At March 31, 2014, Corning had $418 million in outstanding commercial paper as part of the Company’s commercial paper program established in the second quarter of 2013.  The estimated fair value of this commercial paper approximates its carrying value due to the short-term maturities.

2013

In the first quarter of 2013, we amended and restated our existing revolving credit facility.  The amended facility provides a $1.0 billion unsecured multi-currency line of credit that expires in March 2018.  The facility includes a leverage test (debt to capital ratio) financial covenant.  As of March 31, 2014, we were in compliance with this covenant.

In the first quarter of 2013, Corning repaid the aggregate principal amount and accrued interest outstanding on the credit facility entered into in the second quarter of 2011 that allowed Corning to borrow up to Chinese Renminbi (RMB) 4.0 billion.  The total amount repaid was approximately $500 million.  Upon repayment, this facility was terminated.

Share Repurchase Program

In the first quarter of 2014, the share repurchase program announced on October 22, 2013 was made effective concurrent with the closing of Corning’s Acquisition of Samsung Corning Precision Materials on January 15, 2014.  This program authorizes the Company to repurchase up to $2 billion of our common stock by December 31, 2015.

Fixed Rate Cumulative Convertible Preferred Stock, Series A

On January 15, 2014, Corning designated a new series of its preferred stock as Fixed Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share, and issued 1,900 shares of Preferred Stock at an issue price of $1 million per share, for an aggregate issue price of $1.9 billion, to Samsung Display in connection with the acquisition of their equity interests in Samsung Corning Precision Materials.  Corning also issued to Samsung Display an additional amount of Preferred Stock at closing, for an aggregate issue price of $400 million in cash.

Dividends on the Preferred Stock are cumulative and accrue at the annual rate of 4.25% on the per share issue price of $1 million.  The dividends are payable quarterly as and when declared by the Company’s board of directors.  The Preferred Stock ranks senior to our common stock with respect to payments of dividends and rights upon liquidation.  The Preferred Stock is not redeemable except in the case of a certain deemed liquidation event, the occurrence of which is under the control of the Company.  The Preferred Stock is convertible at the option of the holder and the Company upon certain events, at a conversion rate of 50,000 shares of Corning’s common stock per one share of Preferred Stock, subject to certain anti-dilution provisions.  Following the seventh anniversary of the closing of the Acquisition, the Preferred Stock will be convertible, in whole or in part, at the option of the holder.  The Company has the right, at its option, to cause some or all of the shares of Preferred Stock to be converted into Common Stock, if, for 25 trading days (whether or not consecutive) within any period of 40 consecutive trading days, the closing price of Common Stock exceeds $35 per share.  If the aforementioned right becomes exercisable before the seventh anniversary of the closing, the Company must first obtain the written approval of the holders of a majority of the Preferred Stock before exercising its conversion right.  The Preferred Stock does not have any voting rights except as may be required by law.

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Capital Spending

Capital spending totaled $246 million and $194 million for the three months ended March 31, 2014 and 2013, respectively.  Spending in the first three months of 2014 was driven primarily by the Display Technologies segment, and focused on finishing line optimization and tank rebuilds.  We expect our 2014 capital spending to be approximately $1.5 billion.  We expect that approximately $560 million will be directed toward our Display Technologies segment, of which approximately $107 million is related to capital projects started in 2012 and 2013.

Cash Flow

Summary of cash flow data (in millions):

	Three months ended March 31,
	2014		2013
Net cash provided by operating activities	$	1,737	$	623
Net cash used in investing activities	$	(301)	$	(122)
Net cash used in financing activities	$	(1,177)	$	(629)

Net cash provided by operating activities increased significantly in the three months ended March 31, 2014, when compared to the same period last year, due to a dividend of approximately $1.6 billion received from Samsung Corning Precision Materials, offset somewhat by lower net income and the negative impact of changes in working capital, driven by the tax payment on the $1.6 billion dividend.

Net cash used in investing activities was higher in the three months ended March 31, 2014, when compared to the same period last year, due to an increase in short term investments, an investment in an unconsolidated subsidiary and higher capital spending, offset partially by the absence of the premium paid in the first quarter of 2013 related to our purchased collars.

Net cash used in financing activities in the three months ended March 31, 2014 increased when compared to the same period last year, driven by our share repurchase programs, somewhat offset by the issuance of commercial paper, cash received from the issuance of preferred stock and the absence of the retirement of long-term debt in the first quarter of 2013.

Key Balance Sheet Data

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

	As of March 31, 2014		As of December 31, 2013
Working capital	$	7,567	$	7,145
Current ratio		4.7:1		5.1:1
Trade accounts receivable, net of allowances	$	1,588	$	1,253
Days sales outstanding		62		58
Inventories	$	1,395	$	1,270
Inventory turns		3.7		3.6
Days payable outstanding (1)		41		47
Long-term debt	$	3,224	$	3,272
Total debt to total capital		15%		13%

(1) Includes trade payables only.

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Credit Rating

Our credit ratings remain the same as those disclosed in our 2013 Form 10-K.

RATING AGENCY	Rating Long-Term Debt	Outlook last update
Fitch	A-	Stable
		May 17, 2011
Standard & Poor’s	A-	Stable
		December 16, 2013
Moody’s	A3	Stable
		September 12, 2011

Management Assessment of Liquidity

We ended the first quarter of 2014 with approximately $5.6 billion of cash, cash equivalents, and short-term investments.  The Company has adequate sources of liquidity and we are confident in our ability to generate cash to meet existing or reasonably likely future cash requirements.  Our cash, cash equivalents, and short-term investments are held in various locations throughout the world and are generally unrestricted.  At March 31, 2014, approximately 76% of the consolidated amount was held outside of the U.S.  Almost all of the amounts held outside the U.S. are indefinitely reinvested in our foreign operations but are available for repatriation, subject to relevant tax consequences, which may be significant in a particular period.  We utilize a variety of tax planning and financing strategies in an effort to ensure that our worldwide cash is available in those locations where it is needed.

From time to time, we may issue debt, the proceeds of which may be used to refinance certain debt maturities and for general corporate purposes.

Share Repurchases

On October 31, 2013, as part of the previously authorized share repurchase program announced on April 24, 2013, Corning entered into an ASR agreement with JP Morgan Chase Bank, National Association, London Branch (“JPMC”).  Under the ASR agreement with JPMC, Corning agreed to purchase $1 billion of its common stock, in total, with an initial delivery by JPMC of 47.1 million shares based on the current market price, and payment of $1 billion made by Corning to JPMC.  The payment to JPMC was recorded as a reduction to shareholders’ equity, consisting of an $800 million increase in treasury stock, which reflects the value of the initial 47.1 million shares received upon execution, and a $200 million decrease in other-paid-in capital, which reflects the value of the stock held back by JPMC pending final settlement.  On January 28, 2014, the ASR agreement with JPMC was completed.  Corning received an additional 10.5 million shares on January 31, 2014 to settle the ASR agreement.  In total, Corning purchased 57.6 million shares based on the average daily volume weighted-average price of Corning’s common stock during the term of the ASR agreement with JPMC, less a discount.  The program announced on April 24, 2013 was finalized in the first quarter of 2014.

On March 3, 2014, as part of the $2 billion share repurchase program announced on October 22, 2013 and made effective concurrent with the closing of Corning’s Acquisition of Samsung Corning Precision Materials on January 15, 2014, Corning entered into an ASR agreement with Citibank N.A. (“Citi”).  Under the ASR agreement with Citi, Corning agreed to purchase $1.25 billion of its common stock, in total, with an initial delivery by Citi of 52.5 million shares based on the current market price, and payment of $1.25 billion made by Corning to Citi.  The payment to Citi was recorded as a reduction to shareholders’ equity, consisting of a $1.0 billion increase in treasury stock, which reflects the value of the initial 52.5 million shares received upon execution, and a $250 million decrease in other-paid-in capital, which reflects the value of the stock held back by Citi pending final settlement.  The ASR agreement with Citi is expected to be completed in the second quarter of 2014.

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In addition to the ASR agreements, during the first quarter of 2014, we repurchased 26.7 million shares of common stock on the open market for approximately $484 million as part of the share repurchase program announced on April 24, 2013, and 8.7 million shares of common stock on the open market for approximately $167 million as part of the share repurchase program made effective on January 15, 2014.

Other

We complete comprehensive reviews of our significant customers and their creditworthiness by analyzing their financial statements at least annually, and more frequently for customers where we have identified the potential for increased risk.  We closely monitor customer payment patterns and business developments that may signal possible customer credit issues.  We have not identified any customer credit issues that would have a material impact on our liquidity.

Our major source of funding for the remainder of 2014 and beyond will be our operating cash flow and our existing balances of cash, cash equivalents, short term investments, and proceeds from any issuances of debt.  We believe we have sufficient liquidity for the next several years to fund operations, share repurchase programs, acquisitions, the asbestos litigation, research and development, capital expenditures, scheduled debt repayments, and dividend payments.

Corning also has access to a $1.0 billion unsecured committed revolving credit facility.  This credit facility includes a leverage ratio financial covenant.  The required leverage ratio, which measures debt to total capital, is a maximum of 50%.  At March 31, 2014, our leverage using this measure was 15% and we are in compliance with the financial covenant.

In the first quarter of 2013, Corning repaid the aggregate principal amount and accrued interest outstanding on the credit facility entered into in the second quarter of 2011 that allowed Corning to borrow up to Chinese Renminbi (RMB) 4.0 billion.  The total amount repaid was approximately $500 million.  Upon repayment, this facility was terminated.

Our 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, the majority of our debt instruments contain a cross default provision, whereby a default in excess 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, 2014, we were in compliance with all such provisions.

Management is not aware of any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in our liquidity.  In addition, other than items discussed, there are no known material trends, favorable or unfavorable, in our capital resources and no expected material changes in the mix and relative cost of such resources.

Off Balance Sheet Arrangements

There have been no material changes outside the ordinary course of business in our off balance sheet arrangements as disclosed in our 2013 Form 10-K under the caption “Off Balance Sheet Arrangements.”

Contractual Obligations

There have been no material changes outside the ordinary course of business in the contractual obligations disclosed in our 2013 Form 10-K under the caption “Contractual Obligations.”

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein.  The estimates that required management’s most difficult, subjective or complex judgments are described in our 2013 Form 10-K and remain unchanged through the first three months of 2014.  For certain items, additional details are provided below.

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Impairment of Assets Held for Use

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 our 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 our manufacturing process over a very long useful life.  Precious metals are reviewed for impairment as part of our assessment of long-lived assets.  This review considers all of 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 only acquired to support our operations and are not held for trading or other purposes.

At March 31, 2014, the carrying value of precious metals was higher than the fair market value by $76 million.  At December 31, 2013, the carrying value of precious metals was higher than the fair value by $164 million.  These precious metals are utilized by the Display and Specialty Materials segments.  Corning believes these precious metal assets to be recoverable due to the significant positive cash flow in both 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 our Display Technologies or Specialty Materials segments.

NEW ACCOUNTING STANDARDS

At March 31, 2014, there are no recently issued accounting standards that will have a material impact on Corning when adopted in a future period.

ENVIRONMENT

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 16 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, 2014, and December 31, 2013, Corning had accrued approximately $34 million (undiscounted) and $15 million (undiscounted), respectively, for the estimated 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.

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FORWARD-LOOKING STATEMENTS

The statements in this Quarterly Report on Form 10-Q, in reports subsequently filed by Corning with the Securities and Exchange Commission (“SEC”) on Forms 8-K, and related comments by management that are not historical facts or information and contain words such as “anticipates,” “expects,” “intends,” “plans,” “goals,” “believes,” “seeks,” “estimates,” “continues,” “forecasts,” “likely,” and similar expressions are forward-looking statements.  Forward-looking statements involve risks and uncertainties that may cause the actual outcome to be materially different.  Such risks and uncertainties include, but are not limited to:

·   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, Euro, New Taiwan dollar, and 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;

·   fluctuations in capital spending by customers;

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

·   effect on our operations, including commercial disruption, resulting from cyber-attacks and theft of intellectual property or commercial information;

·   unanticipated disruption to equipment, facilities, or operations;

·   facility expansions and new plant start-up costs;

·   effect of regulatory and legal developments;

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

·   credit rating and ability to obtain financing and capital on commercially reasonable terms;

·   adequacy and availability of insurance;

·   financial risk management;

·   acquisition and divestiture activities;

·   rate of technology change;

·   level of excess or obsolete inventory;

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

·   adverse litigation;

·   product and components performance issues;

·   retention of key personnel;

·   stock price fluctuations;

·   trends for the continued growth of the Company’s businesses;

·   the ability of research and development projects to produce revenues in future periods;

·   a downturn in demand or decline in growth rates for LCD glass substrates;

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

·   loss of significant customers;

·   fluctuations in supply chain inventory levels;

·   equity company activities, principally at Dow Corning Corporation;

·   changes to our assessments about the realizability of our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic environments in which we do business;

·   changes in tax laws and regulations;

·   changes in accounting rules and standards;

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

·   temporary idling of capacity or delaying expansion;

·   the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits;

·   restructuring actions and charges; 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 our 2013 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 our sales and net income.  For a discussion of our 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 our 2013 Form 10-K.

During the first quarter of 2014 the Company entered into a series of average rate forwards with no associated premium, which partially hedge the impact of Japanese yen translation on the Company’s projected 2015, 2016 and 2017 net income.  At March 31, 2014 the total gross notional value for the translated earnings contracts was $11.6 billion (at December 31, 2013: $6.8 billion), comprising purchased collars of $4.5 billion (at December 31, 2013: $5.9 billion) and average rate forwards of $7.1 billion (at December 31, 2013: $0.9 billion).  With respect to the purchased collars, the gross notional amount includes the value of both the put and call options.  However, due to the nature of the purchased collar instruments, either the put or the call option can be exercised at maturity.  As of March 31, 2014, the total net notional value of the purchased collars was $2 billion (at December 31, 2013: $3 billion). 

The fair value of our open foreign exchange forward and option contracts is most significantly impacted by fluctuations in the Japanese yen.  At March 31, 2014, a hypothetical 10% adverse movement in Japanese yen exchange rates could result in an unrealized loss in fair value of these instruments of $989 million (at December 31, 2013: $398 million).  Changes in fair values of these instruments are ultimately offset in the period of settlement by changes in the fair value of the underlying exposure.  Prior to settlement, the unrealized fair value changes could cause material volatility in our earnings. 

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision of and with the participation of Corning’s management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our 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, 2014, 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 our 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, our internal control over financial reporting.  On January 15, 2014, the Company completed the acquisition of the remaining equity interests of our equity affiliate Samsung Corning Precision Materials (now Corning Precision Materials).  The Company is in the process of reviewing Corning Precision Materials’ operations and evaluating the impact of Corning Precision Materials on Corning’s internal controls over financial reporting.  See Note 10 (Acquisition) to the unaudited interim consolidated financial statements included in this quarterly report on Form 10-Q for a discussion of the acquisition and related financial data.  Excluding the acquisition of Corning Precision Materials, 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

Pittsburgh Corning Corporation and Other Asbestos Litigation.  See our 2013 Form 10-K.  For updates to estimated liabilities as of March 31, 2014, see Part I, Item 1, Financial Statements, Note 3 (Commitments and Contingencies) of the Notes to Unaudited Consolidated Financial Statements included under Item 1 of this quarterly report, which is incorporated herein by reference.

Environmental Litigation.  See our 2013 Form 10-K.

Chinese Anti-dumping Investigation Involving Single-Mode Optical Fiber Produced in India.See our 2013 Form 10-K.

Chinese/U.S. Anti-dumping Involving Optical Fiber Preforms.  On March 19, 2014, China’s MOFCOM initiated an anti-dumping investigation involving optical fiber preforms originating in the United States and Japan.  The petition was submitted by China’s domestic industry who is seeking to have anti-dumping duties in the range of 15-24% assessed against subject merchandise.  Corning exports optical fiber preforms to China primarily for use by its wholly-owned subsidiary in China.  There are a number of substantive and procedural issues with the case which Corning intends to bring to MOFCOM’s attention in an effort to persuade MOFCOM to dismiss the investigation.  This investigation represents the fourth anti-dumping investigation initiated by MOFCOM at the request of China’s fiber producers.  Because China is currently the world’s largest consumer of optical fiber, Corning will defend itself aggressively in these proceedings.  A final determination is expected in the March 2015 - September 2015 time period.  A negative determination would result in the imposition of an anti-dumping margin on all optical fiber preforms exported from the U.S. to China for a period of at least 5 years.

Seoul Guarantee Insurance Co. and other creditors against Samsung Group and affiliates.  See our 2013 Form 10-K.

Demodulation, Inc.  See our 2013 Form 10-K.

Trade Secret Misappropriation Suits Concerning LCD Glass Technology.  See our 2013 Form 10-K.

Grand Jury Subpoena.  See our 2013 Form 10-K.  Also, in February 2014, Corning received a summons from the Competition Commission of South Africa seeking information similar to that sought by the U.S. Department of Justice in its subpoena.For updates to estimated liabilities as of March 31, 2014, see Part I, Item 1, Financial Statements, Note 3 (Commitments and Contingencies) of the Notes to Unaudited 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 our 2013 Form 10-K for the year ended December 31, 2013, which could materially impact our business, financial condition or future results.  Risks disclosed in our 2013 Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem immaterial may materially adversely impact our business, financial condition or operating results.

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

This table provides information about our purchases of our common stock during the first quarter of 2014:

Issuer Purchases of Equity Securities

Period	Total number of shares purchased (1)	Average price paid per share (1)	Number of shares purchased as part of publicly announced plan or program (2)	Approximate dollar value of shares that may yet be purchased under the plan or program (2)
January 1-31, 2014	12,337,420	$18.74	12,280,627	$2,453,502,178
February 1-28, 2014	33,333,206	$18.39	32,996,362	$1,846,937,823
March 1-31, 2014	53,279,852	$19.04	53,261,708	$   832,847,116
Total	98,950,478	$18.78	98,538,697	$   832,847,116

(1) This column reflects the following transactions during the first quarter of 2014:  (i) the deemed surrender to us of 390,818 shares of common stock to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units; (ii) the surrender to us of 20,863 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees; and (iii) the purchase of 37,284,093 shares of common stock (26,749,349 shares in open market repurchases and 10,534,744 shares as part of the finalization of the ASR agreement announced in the fourth quarter of 2013) in conjunction with the repurchase program announced on April 24, 2013; and 61,254,604 shares of common stock (8,733,596 shares in open market repurchases and 52,521,008 shares as part of the ASR agreement announced in the first quarter of 2014) in conjunction with the repurchase program made effective concurrent with the closing of Corning’s Acquisition of Samsung Corning Precision Materials on January 15, 2014.

(2) On April 24, 2013, we publicly announced authorization to repurchase up to $2 billion of our common stock by December 31, 2014.  This program was finalized in the first quarter of 2014.  On October 22, 2013, we publicly announced authorization to repurchase up to $2 billion of our common stock by December 31, 2015, through a repurchase program made effective concurrent with the closing of Corning’s Acquisition of Samsung Corning Precision Materials.

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ITEM 6.  EXHIBITS

(a)	Exhibits
	Exhibit Number	Exhibit Name
	10	Master Confirmation—Uncollared Accelerated Share Repurchase
	12	Computation of Ratio of Earnings to Fixed Charges
	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	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Calculation Linkbase Document
	101.LAB	XBRL Taxonomy Label Linkbase Document
	101.PRE	XBRL Taxonomy Presentation Linkbase Document
	101.DEF	XBRL Taxonomy Definition Document

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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 28, 2014	/s/ JAMES B. FLAWS
Date	James B. Flaws
	Vice Chairman and Chief Financial Officer
	(Principal Financial Officer)
April 28, 2014	/s/ R. TONY TRIPENY
Date	R. Tony Tripeny
	Senior Vice President and Corporate Controller
	(Principal Accounting Officer)

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EX-10

Exhibit 10

March 3, 2014

CITIBANK, N.A.

390 Greenwich Street

1st Floor

New York, NY 10013

To:	Corning Incorporated
	One Riverfront Plaza
	Corning, NY 14831
	Attention:	Robert Vanni, Assistant Treasurer, Corporate Finance
	Telephone No.:	(607) 974-8023
	Facsimile No.:	(607) 974-4375

Re:           Master Confirmation—Uncollared Accelerated Share Repurchase

This master confirmation (this “Master Confirmation”), dated as of March 3, 2014, is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Citibank N.A. (“Citi”), and Corning Incorporated, a New York corporation (“Counterparty”).  This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction.  The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation.  This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation.  This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and Citibank N.A. as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Citibank N.A. and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of New York law as the governing law (without reference to its choice of law provisions) and (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transactions.

The Transactions shall be the sole Transactions under the Agreement.  If there exists any ISDA Master Agreement between Citibank N.A. and Counterparty or any confirmation or other agreement between Citibank N.A. and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Citibank N.A. and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Citibank N.A. and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement, and the occurrence of any Event of Default or Termination Event under the Agreement with respect to either party or any Transaction shall not, by itself, give rise to any right or obligation under any such other agreement or deemed agreement.  Notwithstanding anything to the contrary in any other agreement between the parties or their Affiliates, the Transactions shall not be “Specified Transactions” (or similarly treated) under any other agreement between the parties or their Affiliates.

All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation and each Supplemental Confirmation except as expressly modified herein or in the related Supplemental Confirmation.

If, in relation to any Transaction to which this Master Confirmation and a Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement.

1.Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions.  Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such Transaction.

General Terms.

Trade Date: For each Transaction, as set forth in the related Supplemental Confirmation.

Buyer: Counterparty

Seller: Citibank N.A.

Shares: The common stock of Counterparty, par value USD 0.50 per share (Exchange symbol “GLW”).

Exchange: The New York Stock Exchange

Related Exchange(s): All Exchanges.

Prepayment/Variable Obligation: Applicable

Prepayment Amount: For each Transaction, as set forth in the related Supplemental Confirmation.

Prepayment Date: For each Transaction, as set forth in the related Supplemental Confirmation.

Contract Fee: For each Transaction, as set forth in the related Supplemental Confirmation.  On the Prepayment Date, Buyer shall pay Seller an amount in USD equal to the Contract Fee in immediately available funds by wire transfer to an account specified by Seller.

    Valuation.

VWAP Price: For any Exchange Business Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for United States exchanges and quotation systems, during the regular trading session for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined in good faith by the Calculation Agent (all such trades other than any trades described in clauses (i) to (iv) above, “Rule 10b-18 Eligible Transactions”).  Counterparty acknowledges that the Calculation Agent may refer to the Bloomberg Page “GLW US <Equity> AQR SEC” (or any successor thereto), in its judgment, for such Exchange Business Day to determine the VWAP Price.

Forward Price: For each Transaction, the arithmetic average of the VWAP Prices for all of the Exchange Business Days in the Calculation Period for such Transaction, subject to “Valuation Disruption” below.

Exchange Business Day: As set forth in the Equity Definitions; provided that any Excluded Days for a Transaction shall not be Exchange Business Days for such Transaction.

2

Excluded Days: For each Transaction, as set forth in the related Supplemental Confirmation.

Forward Price Adjustment Amount: For each Transaction, as set forth in the related Supplemental Confirmation.

Calculation Period: For each Transaction, the period from, and including, the Calculation Period Start Date for such Transaction to, and including, the Termination Date for such Transaction.

Calculation Period Start Date: For each Transaction, as set forth in the related Supplemental Confirmation.

Termination Date: For each Transaction, the Scheduled Termination Date for such Transaction; provided that Citibank N.A. shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date for all of such Transaction (an “Accelerated Termination Date”) by delivering notice (an “Acceleration Notice”) to Counterparty of any such designation prior to 5:00 p.m. (New York City time) on the Exchange Business Day immediately following the designated Accelerated Termination Date.

Scheduled Termination Date: For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below.

First Acceleration Date: For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation Disruption: The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

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Notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Scheduled Termination Date, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period.  The Calculation Agent may also determine that (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price for the relevant Exchange Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares; provided, however, that any Market Disruption Event due to a Regulatory Disruption shall be a Disrupted Day in full.  Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.

If a Disrupted Day occurs during the Calculation Period for any Transaction or the Settlement Valuation Period for any Transaction, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day (a “Disruption Event”), then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem such Disruption Event (and each consecutive Disrupted Day thereafter) to be either (x) a Potential Adjustment Event in respect of such Transaction or (y) an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction.

    Settlement Terms.

Settlement Procedures: For each Transaction:

(i) if the Number of Shares to be Delivered for such Transaction is positive, Physical Settlement shall be applicable to such Transaction; provided that Citibank N.A. does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by Citibank N.A. to Counterparty under any Transaction; or

(ii) if the Number of Shares to be Delivered for such Transaction is negative, then the Counterparty Settlement Provisions in Annex A hereto shall apply to such Transaction.

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Number of Shares to be Delivered: For each Transaction, a number of Shares (rounded down to the nearest whole number) equal to (a)(i) the Prepayment Amount for such Transaction, divided by (ii)(A) the Forward Price for such Transaction minus (B) the Forward Price Adjustment Amount for such Transaction, minus (b) the number of Initial Shares for such Transaction; provided that if the result of the calculation in clause (a)(ii) is equal to or less than the Floor Price for such Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if clause (a)(ii) were replaced with “(ii) the Floor Price for such Transaction”.  For the avoidance of doubt, if the Forward Price Adjustment Amount for any Transaction is a negative number, clause (a)(ii) of the immediately preceding sentence shall be equal to (A) the Forward Price for such Transaction, plus (B) the absolute value of the Forward Price Adjustment Amount.

Floor Price: For each Transaction, as set forth in the related Supplemental Confirmation.

Excess Dividend Amount: For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.

Settlement Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is positive, the date that is one Settlement Cycle immediately following the Termination Date for such Transaction.

Settlement Currency: USD

Initial Share Delivery: For each Transaction, Citibank N.A. shall deliver a number of Shares equal to the Initial Shares for such Transaction to Counterparty on the Initial Share Delivery Date for such Transaction in accordance with Section 9.4 of the Equity Definitions, with such Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

Initial Share Delivery Date: For each Transaction, as set forth in the related Supplemental Confirmation.

Initial Shares: For each Transaction, as set forth in the related Supplemental Confirmation.

    Share Adjustments.

Potential Adjustment Event: In addition to the events described in Section 11.2(e) of the Equity Definitions, it shall constitute an additional Potential Adjustment Event if (x) the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above (including, for the avoidance of doubt, pursuant to Section 7 hereof), (y) a Regulatory Disruption as described in Section 7 occurs or (z) a Disruption Event occurs.  In the case of any event described in clause (x), (y) or (z) above occurs, the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction to Citibank N.A. prior to such postponement, Regulatory Disruption or Disruption Event, as the case may be.

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Excess Dividend: For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or any Extraordinary Dividend) (a “Dividend”) the amount or value of which per Share (as determined by the Calculation Agent), when aggregated with the amount or value (as determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. “Extraordinary Dividend” means the per Share cash dividend or distribution, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of directors of Counterparty as an “extraordinary” dividend.  For the avoidance of doubt, no dividend paid on Counterparty’s Fixed Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share, shall be considered a Dividend, Excess Dividend or Extraordinary Dividend under this Master Confirmation or any Supplemental Confirmation.

Consequences of Excess Dividend: The declaration by the Issuer of any Excess Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Citibank N.A.’s election in its sole discretion, either (x) constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction or (y) result in an adjustment, by the Calculation Agent, to the Floor Price as the Calculation Agent determines appropriate to preserve the fair value of such Transaction after taking into account such Excess Dividend.

Ordinary Dividend Amount: For each Transaction, as set forth in the related Supplemental Confirmation.

Method of Adjustment: Calculation Agent Adjustment

Early Ordinary Dividend Payment: For each Transaction, if an ex-dividend date for any Dividend that is not (x) an Excess Dividend, (y) a dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions and (z) an Extraordinary Dividend, occurs during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period for such Transaction and is prior to the Scheduled Ex-Dividend Date for such Transaction for the relevant calendar quarter (as determined by the Calculation Agent), the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines appropriate to preserve the fair value of such Transaction after taking into account such Dividend.

Scheduled Ex-Dividend Dates: For each Transaction, as set forth in the related Supplemental Confirmation for each calendar quarter.

Relevant Dividend Period: For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction.

Relevant Dividend Period End Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.

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Extraordinary Events.

Consequences of Merger Events:

(a) Share-for-Share: Cancellation and Payment

(b) Share-for-Other: Cancellation and Payment

(c) Share-for-Combined: Cancellation and Payment

Tender Offer: Applicable; provided that (a) Section 12.1(l) of the Equity Definitions shall be amended (i) by deleting the parenthetical in the fifth line thereof, (ii) by replacing “that” in the fifth line thereof with “whether or not such announcement” and (iii) by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including, without limitation, the announcement of an abandonment of such intention)” and (b) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement Date.”

Consequences of Tender Offers:

(a) Share-for-Share: Cancellation and Payment

(b) Share-for-Other: Cancellation and Payment

(c) Share-for-Combined: Cancellation and Payment

Nationalization, Insolvency or Delisting: Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Additional Disruption Events:

(a) Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions” and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.

(b) Failure to Deliver: Applicable

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(c) Insolvency Filing: Applicable

(d) Loss of Stock Borrow: Applicable

Maximum Stock Loan Rate: For each Transaction, as set forth in the related Supplemental Confirmation.

Hedging Party: Citibank N.A.

Determining Party: Citibank N.A.

(e) Increased Cost of Stock Borrow: Applicable

Initial Stock Loan Rate: For each Transaction, as set forth in the related Supplemental Confirmation.

Hedging Party: Citibank N.A.

Determining Party: Citibank N.A.

Hedging Adjustments: For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent shall make such adjustment by reference to the effect of such event on Citibank N.A., assuming that Citibank N.A. maintains a commercially reasonable Hedge Position.

Non-Reliance/Agreements and

  Acknowledgements Regarding

  Hedging Activities/Additional

  Acknowledgements: Applicable

2.  Calculation Agent.  Citibank N.A., acting in good faith and in a commercially reasonable manner, and whose determinations and calculations will be binding in the absence of manifest error.  If an Event of Default has occurred and is continuing with respect to Citibank N.A., then the Counterparty will act as Calculation Agent or will appoint a third party to act as Calculation Agent.

3.   Account Details.

(a)   Account for payments to Counterparty:

Bank:	JPMorgan Chase Bank, NA
ABA#:	021000021
Acct No.:	964256911
Beneficiary:	Corning Incorporated
Account for delivery of Shares to Counterparty:
DTC 50108

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(b)   Account for payments to Citibank N.A.:

USD CITIBANK NA NEW YORK PAYMENT INSTRUCTIONS:

Bank: Citibank NA New York

BIC: CITIUS33 (or ABA: 021000089)

F/O: Citibank New York

A/C: 00167679

Ref: NY Swap Operations

Account for delivery of Shares to Citibank N.A.:

DTC 0418

4.   Offices.

(a)   The Office of Counterparty for each Transaction is:  Inapplicable, Counterparty is not a Multibranch Party.

(b)   The Office of Citibank N.A. for each Transaction is:

5.   Notices.

(a)   Address for notices or communications to Counterparty:

Corning Incorporated
Attention:	Robert P. Vanni
Telephone No.:	607-974-8023
Facsimile No.:	607-974-4375
Email Address:	vannirp@corning.com

(b)   Address for notices or communications to Citibank N.A.:

Email:  Peter.Barna@citi.com, Sean.Murphy@citi.com

With a copy to: Corporate Equity Derivatives

390 Greenwich Street

1st Floor

New York, NY 10013

Attention:  Sean Murphy

Telephone No: 212-723-7310

Email Address: Sean.Murphy@citi.com

6.   Representations, Warranties and Agreements.

(a)  Additional Representations, Warranties and Covenants of Each Party.  In addition to the representations, warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that:

(i) It is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as amended).

(ii) Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof.  Accordingly, each party represents and warrants to the other that (A) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (B) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (C) the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws.

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(b)  Additional Representations, Warranties and Covenants of Counterparty.  In addition to the representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to Citibank N.A. that:

(i) As of the Trade Date for each Transaction hereunder, (A) such Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of derivatives to effect the Share buy-back program, and (B) there is no internal policy of Counterparty, whether written or oral, that would prohibit Counterparty from entering into any aspect of such Transaction, including, without limitation, the purchases of Shares to be made pursuant to such Transaction.

(ii) As of the Trade Date for each Transaction hereunder, the purchase or writing of such Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.

(iii) As of the Trade Date for each Transaction hereunder, it is not entering into such Transaction, in each case (A) on the basis of, and is not aware of, any material non-public information regarding Counterparty or the Shares, (B) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer in violation of the Exchange Act or (C) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares).

(iv) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof.

(v) As of the Trade Date for each Transaction hereunder, Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports filed by it through the Trade Date pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(vi) Counterparty shall report each Transaction as required under the Exchange Act and the rules and regulations thereunder.

(vii) The Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has provided written notice to Citibank N.A. of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 7 below; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 8 below.  Counterparty is not currently contemplating any “distribution” (as defined in Regulation M promulgated under the Exchange Act) of Shares, or any security for which Shares are a “reference security” (as defined in Regulation M promulgated under the Exchange Act).  “Regulation M Period” means, for any Transaction, (A) the Relevant Period (as defined below) for such Transaction, (B) the Settlement Valuation Period, if any, for such Transaction and (C) the Seller Termination Purchase Period (as defined below), if any, for such Transaction.  “Relevant Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction and ending on the later of (1) the earlier of (x) the Scheduled Termination Date and (y) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by Citibank N.A. and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below) and (2) if Section 14 is applicable to such Transaction, the date on which all deliveries owed pursuant to Section 14 have been made.

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(viii) As of the Trade Date, the Prepayment Date, the Initial Share Delivery Date, the Settlement Date, any Cash Settlement Payment Date and any Settlement Method Election Date for each Transaction, Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S.  Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s incorporation.

(ix) Counterparty is not, and after giving effect to each Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(x) Counterparty has not entered, and will not enter, into any repurchase transaction with respect to the Shares (or any security convertible into or exchangeable for the Shares) (including, without limitation, any agreements similar to the Transactions described herein), except with Citibank N.A. or any of its affiliates, where any initial hedge period, calculation period, relevant period, settlement valuation period or seller termination purchase period (each however defined) in such other transaction will overlap at any time (including, without limitation, as a result of extensions in such initial hedge period, calculation period, relevant period, settlement valuation period or seller termination purchase period as provided in the relevant agreements) with any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable) under this Master Confirmation.  In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other transaction overlaps with any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable) under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above or any analogous provision in such other transaction, Counterparty shall promptly amend such other transaction to avoid any such overlap.

(xi) Counterparty shall, at least one day prior to the first day of the Calculation Period, the Settlement Valuation Period, if any, or the Seller Termination Purchase Period, if any, for any Transaction, notify Citibank N.A. of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in paragraph (b)(4) of Rule 10b-18 under the Exchange Act (“Rule 10b-18”) by or for Counterparty or any of its “affiliated purchasers” (as defined in Rule 10b-18) during each of the four calendar weeks preceding such day and during the calendar week in which such day occurs (“Rule 10b-18 purchase” and “blocks” each being used as defined in Rule 10b-18), which notice shall be substantially in the form set forth in Schedule B hereto.

(xii) As of the Trade Date for each Transaction hereunder, and as of the date of any election with respect to any Transaction hereunder, there has not been any Merger Announcement (as defined below).

(c)   Additional Representations, Warranties and Covenants of Citibank N.A..  In addition to the representations, warranties and covenants in the Agreement, Citibank N.A. represents, warrants and covenants to Counterparty that it has implemented policies and procedures, taking into consideration the nature of its business, reasonably designed to ensure that individuals making investment decisions related to any Transaction would not violate the laws prohibiting trading on the basis of material nonpublic information regarding Issuer.

7.   Regulatory Disruption.  In the event that Citibank N.A. concludes, in its good faith and commercialy reasonable discretion based on the advice of counsel that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Citibank N.A., and provided that such policies or procedures are related to legal or regulatory issues and are generally applicable in similar situations and applied to any Transaction hereunder in a non-discriminatory manner), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period, Citibank N.A. may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days.

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8.   10b5-1 Plan.  Counterparty represents, warrants and covenants to Citibank N.A. that:

(a)   Counterparty is entering into this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares.  Counterparty acknowledges that it is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).

(b)   During the Calculation Period and the Settlement Valuation Period, if any, for any Transaction and in connection with the delivery of any Alternative Delivery Units for any Transaction, Citibank N.A. (or its agent or Affiliate) may effect transactions in Shares in connection with such Transaction.  The timing of such transactions by Citibank N.A., the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of Citibank N.A..  Counterparty acknowledges and agrees that all such transactions shall be made in Citibank N.A.’s sole judgment and for Citibank N.A.’s own account.

(c)   Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether Citibank N.A. (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with any Transaction, including, without limitation, over how, when or whether Citibank N.A. (or its agent or Affiliate) enters into any hedging transactions.  Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule 10b5-1.

(d)   Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or any Supplemental Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c).  Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

(e)   Counterparty shall not, directly or indirectly, communicate any information relating to the Shares or any Transaction (including, without limitation, any notices required by Section 10(a)) to any employee of Citibank N.A., other than as set forth in the Communications Procedures attached as Annex C hereto.

9.   Counterparty Purchases.  Counterparty (or any “affiliate” or “affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of Citibank N.A., directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable) except through Citibank N.A. or an Affiliate of Citibank N.A., and, if Citibank N.A. is requested to make any such purchases, Citibank N.A. will endeavor in good faith and in a commercially reasonable manner to fulfill such request, taking into account such factors as it deems appropriate at such time in light of this Transaction and existing liquidity conditions at such time.

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10.   Special Provisions for Merger Transactions.  Notwithstanding anything to the contrary herein or in the Equity Definitions:

(a)   Counterparty agrees that it:

(i) will not during the period commencing on the Trade Date for any Transaction and ending on the last day of the Relevant Period or, if applicable, the later of the last day of the Settlement Valuation Period and the last day of the Seller Termination Purchase Period, for such Transaction make, or to the extent it is within its reasonable control, permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Merger Announcement”) unless such Merger Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares;

(ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Citibank N.A. following any such Merger Announcement that such Merger Announcement has been made; and

(iii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Citibank N.A. with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date of any Merger Transaction or potential Merger Transaction that were not effected through Citibank N.A. or its Affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date of any Merger Transaction or potential Merger Transaction.  Such written notice shall be deemed to be a certification by Counterparty to Citibank N.A. that such information is true and correct.  In addition, Counterparty shall promptly notify Citibank N.A. of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders.

(b)   Counterparty acknowledges that any such Merger Announcement or delivery of a notice with respect thereto may cause the terms of any Transaction to be adjusted or such Transaction to be terminated; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 8 above.

(c)   Upon the occurrence of any Merger Announcement (whether made by Counterparty or a third party), Citibank N.A. in its sole discretion may (i) make commercially reasonable adjustments to the terms of any Transaction including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or suspend the Calculation Period and/or any Settlement Valuation Period or (ii) treat the occurrence of such Merger Announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally anticipated.

“Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

11.   Special Provisions for Acquisition Transaction Announcements.  Notwithstanding anything to the contrary herein or in the Equity Definitions:

(a)   If an Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if clause (a)(ii) of the definition thereof were replaced with “(ii) the Forward Price for such Transaction.”  If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement.  If the Number of Shares to be Delivered for any settlement of any Transaction is a negative number, then the terms of the Counterparty Settlement Provisions in Annex A hereto shall apply.

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(b)   “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent is reasonably likely to result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention).  For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

(c)   “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and references to “50%” being replaced by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction with respect to Counterparty, (iv) any acquisition by Counterparty or any of its subsidiaries where the aggregate consideration transferable by Counterparty or its subsidiaries exceeds 50% of the market capitalization of Counterparty, (v) any lease, exchange, transfer, disposition (including, without limitation, by way of spin-off or distribution) of assets (including, without limitation, any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 15% of the market capitalization of Counterparty or (vi) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

12.   Acknowledgments.

(a)   The parties hereto intend for:

(i) each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code;

(ii) the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code;

(iii) a party’s right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and

(iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code).

(b)   Counterparty acknowledges that:

(i) during the term of any Transaction, Citibank N.A. and its Affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction;

(ii) Citibank N.A. and its Affiliates may also be active in the market for the Shares and Share-linked transactions other than in connection with hedging activities in relation to any Transaction;

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(iii) Citibank N.A. shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price;

(iv) any market activities of Citibank N.A. and its Affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and

(v) each Transaction is a derivatives transaction in which it has granted Citibank N.A. an option; Citibank N.A. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction.

13.   No Collateral, Netting or Setoff.  Notwithstanding any provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral.  Obligations under any Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Master Confirmation or any Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against obligations under any Transaction, whether arising under the Agreement, this Master Confirmation or any Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment.

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14.   Alternative Termination Settlement.  In the event that (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction or (b) any Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, unless Counterparty makes an election to the contrary no later than the Early Termination Date or the date on which such Transaction is terminated or cancelled, Counterparty or Citibank N.A., as the case may be, shall deliver to the other party a number of Shares (or, in the case of a Nationalization, Insolvency or Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Nationalization, Insolvency or Merger Event, as the case may be (each such unit, an “Alternative Delivery Unit”) with a value equal to the Payment Amount, as determined by the Calculation Agent over a commercially reasonable period of time (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including, without limitation, the market price of the Shares or Alternative Delivery Units on the Early Termination Date or the date of early cancellation or termination, as the case may be, and, if such delivery is made by Citibank N.A., the prices at which Citibank N.A. purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 14); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Nationalization, Insolvency or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty may elect that the provisions of this Section 15 above providing for the delivery of Shares or Alternative Delivery Units, as the case may be, shall not apply only if Counterparty represents and warrants to Citibank N.A., in writing on the date it notifies Citibank N.A. of such election, that, as of such date, Counterparty is not aware of any material non-public information regarding Counterparty or the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.  If delivery of Shares or Alternative Delivery Units, as the case may be, pursuant to this Section 15 is to be made by Counterparty, paragraphs 2 through 7 of Annex A hereto shall apply as if (A) such delivery were a settlement of such Transaction to which Net Share Settlement applied, (B) the Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and (C) the Forward Cash Settlement Amount were equal to (x) zero minus (y) the Payment Amount owed by Counterparty.  For the avoidance of doubt, if Counterparty validly elects for the provisions of this Section 15 relating to the delivery of Shares or Alternative Delivery Units, as the case may be, not to apply to any Payment Amount, the provisions of Article 12 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.  If delivery of Shares or Alternative Delivery Units, as the case may be, is to be made by Citibank N.A. pursuant to this Section 14, the period during which Citibank N.A. purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 14 shall be referred to as the “Seller Termination Purchase Period”.

15.   Calculations and Payment Date upon Early Termination.  The parties acknowledge and agree that in calculating (a) the Close-Out Amount pursuant to Section 6 of the Agreement and (b) the amount due upon cancellation or termination of any Transaction (whether in whole or in part) pursuant to Article 12 of the Equity Definitions as a result of an Extraordinary Event, Citibank N.A. may (but need not) determine such amount based on (i) expected losses assuming a commercially reasonable (including, without limitation, with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss or (ii) the price at which one or more market participants would offer to sell to the Seller a block of shares of Common Stock equal in number to the Seller’s hedge position in relation to the Transaction.  Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement or Article 12 of the Equity Definitions, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement or upon cancellation or termination of the relevant Transaction under Article 12 of the Equity Definitions will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive or deliver Shares or Alternative Delivery Units in accordance with Section 14, such Shares or Alternative Delivery Units shall be delivered on a date selected by Citibank N.A. as promptly as practicable.

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16.   Limit on Beneficial Ownership.  Notwithstanding anything to the contrary in this Master Confirmation, Counterparty acknowledges and agrees that, on any day, Citibank N.A. shall not be obligated to receive from Counterparty any Shares, and Counterparty shall not be entitled to deliver to Citibank N.A. any Shares, to the extent (but only to the extent) that after such transactions Citibank N.A.’s ultimate parent entity would directly or indirectly “beneficially own” (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time on such day in excess of 8% of the outstanding Shares.  Any purported receipt of Shares shall be void and have no effect to the extent (but only to the extent) that after such receipt, Citibank N.A.’s ultimate parent entity would directly or indirectly so beneficially own in excess of 8% of the outstanding Shares.  If, on any day, any receipt of Shares by Citibank N.A. is not effected, in whole or in part, as a result of this Section 16, Counterparty’s obligations to deliver such Shares shall not be extinguished and any such delivery shall be effected over time by Counterparty as promptly as Citibank N.A. determines, such that after any such delivery, Citibank N.A.’s ultimate parent entity would not directly or indirectly beneficially own in excess of 8% of the outstanding Shares.

17.   Maximum Share Delivery.  Notwithstanding anything to the contrary in this Master Confirmation, in no event shall Citibank N.A. be required to deliver any Shares, or any Shares or other securities comprising Alternative Delivery Units, in respect of any Transaction in excess of the Maximum Number of Shares set forth in the Supplemental Confirmation for such Transaction.

18.   Additional Termination Events.

(a)   Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price is specified in the Supplemental Confirmation for any Transaction, then an Additional Termination Event will occur without any notice or action by Citibank N.A. or Counterparty if the closing price of the Shares on the Exchange for any two consecutive Exchange Business Days falls below such Termination Price and for the purposes of the Agreement, such second consecutive Exchange Business Day will be the “Early Termination Date”; and

(b)   The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction shall constitute an Additional Termination Event in respect of such Transaction, with the Counterparty being the sole Affected Party with respect to such Additional Termination Event.

19.   Non-confidentiality.  Notwithstanding any provision in this Master Confirmation to the contrary, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

20.   Counterparty Indemnification.  Counterparty agrees to indemnify and hold harmless Citibank N.A. and its officers, directors, employees, Affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities, joint or several (collectively, “Obligations”), to which an Indemnified Person may become subject arising out of or attributable to: (a) any breach by Counterparty of its obligations under this Master Confirmation; (b) the incorrectness or inaccuracy of any of Counterparty’s representations or warranties; or (c) any violation by Counterparty of applicable laws or regulations relating to this Master Confirmation or any Transaction, or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Person is a party thereto, and to reimburse, upon written request, each such Indemnified Person for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any of the foregoing; provided, however, that Counterparty shall not have any liability to any Indemnified Person to the extent that such Obligations (a) are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Counterparty any amounts previously expended by Counterparty hereunder) or (b) are trading losses incurred by Citibank N.A. as part of its purchases or sales of Shares pursuant to this Master Confirmation or any Supplemental Confirmation (unless such trading losses are a direct result of the breach of any agreement, term or covenant herein).

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21.   Assignment and Transfer.  Notwithstanding anything to the contrary in the Agreement, Citibank N.A. may assign any of its rights or duties hereunder to any one or more of its Affiliates without the prior written consent of Counterparty.  Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing Citibank N.A. to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Citibank N.A. may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank N.A.’s obligations in respect of any Transaction and any such designee may assume such obligations.  Citibank N.A. may assign the right to receive Settlement Shares to any third party who may legally receive Settlement Shares.  Citibank N.A. shall be discharged of its obligations to Counterparty only to the extent of any such performance.  For the avoidance of doubt, Citibank N.A. hereby acknowledges that notwithstanding any such designation hereunder, to the extent any of Citibank N.A.’s obligations in respect of any Transaction are not completed by its designee, Citibank N.A. shall be obligated to continue to perform or to cause any other of its designees to perform in respect of such obligations.

22.   Amendments to the Equity Definitions.

(a)   Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Citibank N.A.’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.”

(b)   Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

(i) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and

(ii) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.

(c)   Section 11.2(e) of the Equity Definitions is hereby amended by deleting items (iii) and  (v) in their entirety.

(d)   Section 12.9(b)(v) of the Equity Definitions is hereby amended by:

(i) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other” and (ii) deleting clause (X) in the final sentence.

23.   Status of Claims in Bankruptcy.  Citibank N.A. acknowledges and agrees that neither this Master Confirmation nor any Supplemental Confirmation is intended to convey to Citibank N.A. rights against Counterparty with respect to any Transaction that are senior to the claims of common stockholders of Counterparty in any United States bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Citibank N.A.’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to any Transaction; provided further that nothing herein shall limit or shall be deemed to limit Citibank N.A.’s rights in respect of any transactions other than any Transaction.

24.   Wall Street Transparency and Accountability Act.  In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date of this Master Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement any Supplemental Confirmation, this Master Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under any Supplemental Confirmation, this Master Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, without limitation, rights arising from Change in Law, Loss of Stock Borrow, Increased Cost of Stock Borrow, or Illegality).

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25.   Waiver of Jury Trial.   EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THE AGREEMENT, THIS MASTER CONFIRMATION, EACH SUPPLEMENTAL CONFIRMATION, THE TRANSACTIONS HEREUNDER AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT, THIS MASTER CONFIRMATION AND ANY SUPPLEMENTAL CONFIRMATION AND THE TRANSACTIONS HEREUNDER.EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

26.   Counterparts.  This Master Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts.

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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Master Confirmation and returning it to us.

Very truly yours,
	CITIBANK, N.A.
	By:	/s/ Herman Hirsch
	Authorized Signatory
	Name:	Herman Hirsch

Accepted and confirmed
as of the date first set
forth above:
CORNING INCORPORATED
By:	/s/ Robert Vanni
Authorized Signatory
Name:	Robert Vanni

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SCHEDULE A

FORM OF SUPPLEMENTAL CONFIRMATION

CITIBANK, N.A.

			[__________], 20[__]
To:	Corning Incorporated
	[_______________]
	[_______________]
	Attention:	[Title of contact]
	Telephone No.:	[____________]
	Facsimile No.:	[____________]

Re: Supplemental Confirmation—Uncollared Accelerated Share Repurchase

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citibank N.A. (“Citi”), and Corning Incorporated, a New York corporation (“Counterparty”) on the Trade Date specified below.  This Supplemental Confirmation is a binding contract between Citibank N.A. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1.           This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation, dated as of [February , 2014] (the “Master Confirmation”), between Citibank N.A. and Counterparty, as amended and supplemented from time to time.  All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.           The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date: [__________], 20[__]

Forward Price Adjustment Amount: USD [___]

Calculation Period Start Date: The [__]th Scheduled Trading Day immediately following the Trade Date.

Scheduled Termination Date: The [__]th Scheduled Trading Day immediately following the Trade Date.

First Acceleration Date: The [__]th Scheduled Trading Day immediately following the Trade Date.

Prepayment Amount: USD [___]

Prepayment Date: [__________], 20[__]

A-1

Initial Shares: [___] Shares; provided that if, in connection with the Transaction, Citibank N.A. is unable, after using commercially reasonable efforts, to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that Citibank N.A. is able to so borrow or otherwise acquire provided further that (i) if the Initial Shares are reduced as provided in the preceding proviso, then Citibank N.A. shall use commercially reasonable efforts to borrow or otherwise acquire an additional number of Shares equal to the shortfall in the Initial Shares delivered on the Initial Share Delivery Date and shall deliver such additional Shares as promptly as practicable, and all Shares so delivered shall be considered Initial Shares, and (ii) if fewer than [same number as above] Initial Shares are so delivered in the aggregate on or prior to the second Exchange Business Day following the Initial Share Delivery Date, then (A) the Prepayment Amount shall be reduced by an amount equal to (x)(I) [same number as above] minus (II) the aggregate number of Initial Shares so delivered on or prior to such second Exchange Business Day multiplied by (y) USD [insert closing price on the Trade Date] divided by (z) [   ], and (B) Citibank N.A. shall return to Counterparty on such second Exchange Business Day the amount by which the Prepayment Amount is so reduced.  All Shares delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.

Initial Share Delivery Date: [__________], 20[__]

Ordinary Dividend Amount: For any Dividend before the Termination Date, USD [___] per Share

For any Dividend after the Termination Date, USD 0.00 per Share

Scheduled Ex-Dividend Dates: [__________]

Maximum Stock Loan Rate: 400 basis points per annum

Initial Stock Loan Rate: 60 basis points per annum

Maximum Number of Shares: [___]Shares

Floor Price: USD 0.01 per Share

Termination Price: USD [___] per Share

Excluded Days: N/A

Additional Relevant Days: N/A

Reserved Shares: Notwithstanding anything to the contrary in the Master Confirmation, as of the date of this Supplemental Confirmation, the Reserved Shares shall be equal to [___] Shares.

3.           Counterparty represents and warrants to Citibank N.A. that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs, except as set forth in any notice delivered pursuant to Section 6(b)(xv) of the Master Confirmation.

A-2

4.           This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Supplemental Confirmation and returning it to us.

Very truly yours,
	CITIBANK N.A.
	By:
	Authorized Signatory
	Name:

Accepted and confirmed

as of the Trade Date:

CORNING INCORPORATED

By:

Authorized Signatory

Name:

A-3

SCHEDULE B

FORM OF CERTIFICATE OF RULE 10B-18 PURCHASES

[Letterhead of Counterparty]

Citibank N.A.

Re:           Uncollared Accelerated Share Repurchase

Ladies and Gentlemen:

In connection with our entry into the Master Confirmation, dated as of October 13, 2013, between Citibank N.A. and Corning Incorporated, a New York corporation, as amended and supplemented from time to time (the “Master Confirmation”), we hereby represent that set forth below is the total number of shares of our common stock purchased by or for us or any of our affiliated purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Securities Exchange Act of 1934) pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the first day of the [Calculation Period][Settlement Valuation Period][Seller Termination Purchase Period] (as defined in the Master Confirmation) and the week during which the first day of such [Calculation Period][Settlement Valuation Period][Seller Termination Purchase Period] occurs.

Number of Shares:   __________________

We understand that you will use this information in calculating trading volume for purposes of Rule 10b-18.

Very truly yours,

CORNING INCORPORATED

By:

Authorized Signatory

Name:

B-1

ANNEX A

COUNTERPARTY SETTLEMENT PROVISIONS

1.           The following Counterparty Settlement Provisions shall apply to any Transaction to the extent indicated under the Master Confirmation:

Settlement Currency: USD

Settlement Method Election: Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and (ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to Citibank N.A. in writing on the date it notifies Citibank N.A. of its election that, as of such date, the Electing Party is not aware of any material non-public information regarding Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

Electing Party: Counterparty

Settlement Method Election Date: Subsequent to the expiration of the Settlement Valuation Period, the earlier of (i) the date on which Counterparty is able to make the representation and warranty required for such election, as provided under “Settlement Method Election”, and (ii) the 45th calendar day following the conclusion of the Settlement Valuation Period.

Default Settlement Method: Cash Settlement

Forward Cash Settlement Amount: An amount equal to (a) the Number of Shares to be Delivered, multiplied by (b) the Settlement Price.

Settlement Price: An amount equal to the sum of the average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, plus USD 0.01, subject to Valuation Disruption as specified in the Master Confirmation (in each case, plus interest on such amount during the period beginning with the commencement of the Settlement Valuation Period and ending with the Cash Settlement Payment Date at the rate of interest for Counterparty’s long term, unsecured and unsubordinated indebtedness, as determined by the Calculation Agent).

Settlement Valuation Period: A number of Scheduled Trading Days selected by Citibank N.A. in its reasonable discretion by notice to Counterparty on or prior to the second Schedule Trading Day prior to the last Scheduled Trading Day thereof, beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the Termination Date.

Cash Settlement: If Cash Settlement is applicable, then Buyer shall pay to Citibank N.A. the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.

Cash Settlement Payment Date: The Exchange Business Day immediately following the date of Counterparty’s Settlement Method Election or, if no election is made, the Settlement Method Election Date.

Annex B-1

Net Share Settlement Procedures: If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

2.           Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the “Unregistered Settlement Shares”), in either case with a value equal to 101% (in the case of Registered Settlement Shares) or 105% (in the case of Unregistered Settlement Shares) of the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof to Citibank N.A. (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable illiquidity discount), in each case as determined by the Calculation Agent.  If all of the conditions for delivery of either Registered Settlement Shares or Unregistered Settlement Shares have not been satisfied, Cash Settlement shall be applicable in accordance with paragraph 1 above notwithstanding Counterparty’s election of Net Share Settlement.

3.           Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if:

(a)           a registration statement covering public resale of the Registered Settlement Shares by Citibank N.A. (the “Registration Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including, without limitation, any prospectus supplement thereto, the “Prospectus”) shall have been delivered to Citibank N.A., in such quantities as Citibank N.A. shall reasonably have requested, on or prior to the date of delivery;

(b)           the form and content of the Registration Statement and the Prospectus (including, without limitation, any sections describing the plan of distribution) shall be satisfactory to Citibank N.A.;

(c)           as of or prior to the date of delivery, Citibank N.A. and its agents shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities and the results of such investigation are satisfactory to Citibank N.A., in its discretion; and

(d)           as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with Citibank N.A. in connection with the public resale of the Registered Settlement Shares by Citibank N.A. substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance satisfactory to Citibank N.A., which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Citibank N.A. and its Affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters.

4.           If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above:

(a)           all Unregistered Settlement Shares shall be delivered to Citibank N.A. (or any Affiliate of Citibank N.A. designated by Citibank N.A.) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof;

(b)           as of or prior to the date of delivery, Citibank N.A. and any potential purchaser of any such shares from Citibank N.A. (or any Affiliate of Citibank N.A. designated by Citibank N.A.) identified by Citibank N.A. shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for similar size of private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); provided that prior to receiving or being granted access to any such information, any such potential purchaser may be required by Counterparty to enter into a customary nondisclosure agreement with Counterparty in respect of any such due diligence investigation;

Annex B-2

(c)           as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Citibank N.A. (or any Affiliate of Citibank N.A. designated by Citibank N.A.) in connection with the private placement of such shares by Counterparty to Citibank N.A. (or any such Affiliate) and the private resale of such shares by Citibank N.A. (or any such Affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Citibank N.A., which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Citibank N.A. and its Affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all reasonable fees and actual, documented out-of-pocket expenses of Citibank N.A. (and any such Affiliate) in connection with such resale, including, without limitation, all reasonable fees and actual, documented out-of-pocket expenses of counsel for Citibank N.A., and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

(d)           in connection with the private placement of such shares by Counterparty to Citibank N.A. (or any such Affiliate) and the private resale of such shares by Citibank N.A. (or any such Affiliate), Counterparty shall, if so requested by Citibank N.A., prepare, in cooperation with Citibank N.A., a private placement memorandum in form and substance reasonably satisfactory to Citibank N.A..

5.           Citibank N.A., itself or through an Affiliate (the “Selling Agent”) or any underwriter(s), will sell all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to Citibank N.A. pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by Citibank N.A., is equal to the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”).  If Counterparty is prohibited by law or by contract from disclosing all material information known to Counterparty with respect to Counterparty and the Shares to any potential purchasers of such Settlement Shares, then the sale of such Settlement Shares shall not be required to commence or may be suspended until Counterparty is able to so disclose such information.  If the proceeds of any sale(s) made by Citibank N.A., the Selling Agent or any underwriter(s), net of any fees and commissions (including, without limitation, underwriting or placement fees) customary for similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, without limitation, the covering of any over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, Citibank N.A. will refund, in USD, such excess to Counterparty on the date that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, Citibank N.A. shall return to Counterparty on that date such unsold Shares.

6.           If the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of the Forward Cash Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to Citibank N.A., through the Selling Agent, a notice of Counterparty’s election that Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the day that is one Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares.  If Counterparty elects to deliver to Citibank N.A. additional Shares, then Counterparty shall deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall.  Such Makewhole Shares shall be sold by Citibank N.A. in accordance with the provisions above; provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute value of the Forward Cash Settlement Amount then Counterparty shall, at its election, either make such cash payment or deliver to Citibank N.A. further Makewhole Shares until such Shortfall has been reduced to zero.

Annex B-3

7.           Notwithstanding the foregoing, in no event shall the aggregate number of Settlement Shares for any Transaction be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction under this Master Confirmation (the result of such calculation, the “Capped Number”).  Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula:

A – B

Where	A	=	the number of authorized but unissued shares of Counterparty that are not reserved for future issuance on the date of the determination of the Capped Number; and
	B	=	the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised.

“Reserved Shares” means initially, 115,000,000 Shares.  The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

If at any time, as a result of this paragraph 7, Counterparty fails to deliver to Citibank N.A. any Settlement Shares, Counterparty shall, to the extent that Counterparty has at such time authorized but unissued Shares not reserved for other purposes, promptly notify Citibank N.A. thereof and deliver to Citibank N.A. a number of Shares not previously delivered as a result of this paragraph 7.

Annex B-4

EX-12

Exhibit 12

CORNING INCORPORATED AND SUBSIDIARY COMPANIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratios)

	Three months ended March 31, 2014
Income from continuing operations before taxes on income	$	481
Adjustments:
Equity in earnings of equity affiliates		(86)
Distributed income of equity affiliates (a)		1,637
Net income attributable to noncontrolling interests		(3)
Fixed charges net of capitalized interest		40
Earnings before taxes and fixed charges as adjusted	$	2,069
Fixed charges:
Interest incurred (b)	$	40
Portion of rent expense which represents an appropriate interest factor (c)		9
Amortization of debt costs		1
Total fixed charges	$	50
Ratio of earnings to fixed charges		41.4x

(a) Includes a $1.6 billion dividend received from Samsung Corning Precision Materials related to the Acquisition.  See Note 10 (Acquisition) for more details.

(b) Interest incurred includes capitalized interest and amortization expense for debt costs.

(c) One-third of net rent expense is the portion deemed representative of the interest factor.

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Wendell P. Weeks, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Corning Incorporated (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

April 28, 2014

/s/ Wendell P. Weeks

Wendell P. Weeks

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, James B. Flaws, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Corning Incorporated (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

April 28, 2014

/s/ James B. Flaws

James B. Flaws

Vice Chairman and Chief Financial Officer

(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Corning Incorporated (the Company) on Form 10-Q for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), we, Wendell P. Weeks, Chairman, Chief Executive Officer and President and James B. Flaws, Vice Chairman and Chief Financial Officer, of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  April 28, 2014

/s/ Wendell P. Weeks

Wendell P. Weeks

Chairman, Chief Executive Officer and President

/s/ James B. Flaws

James B. Flaws

Vice Chairman and Chief Financial Officer

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Note 15 - Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

			Fair value measurements at reporting date using
	March 31, 2014		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Current assets:
Short-term investments	$	644	$	644
Other current assets (1)	$	259			$	259
Non-current assets:
Other assets (1)(2)	$	160			$	160
Current liabilities:
Other accrued liabilities (1)	$	8			$	8
Non-current liabilities:
Other liabilities (1)	$	23			$	23

			Fair value measurements at reporting date using
	December 31, 2013		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Current assets:
Short-term investments	$	531	$	531
Other current assets (1)	$	372			$	372
Non-current assets:
Other assets (1)(2)	$	128			$	128
Current liabilities:
Other accrued liabilities (1)	$	9			$	9
Non-current liabilities:
Other liabilities (1)	$	28			$	28

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Note 7 - Available-for-Sale Investments (Details) - Summary of Fair Value of Available-for-Sale Investments (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
US Government Agencies Debt Securities [Member]
Bonds, notes and other securities:
Amortized cost	$ 637	$ 530
Fair value	637	531
Equity Securities [Member]
Bonds, notes and other securities:
Amortized cost	6
Fair value	7
Total Short-Term Investments [Member]
Bonds, notes and other securities:
Amortized cost	643	530
Fair value	644	531
Asset-backed Securities [Member]
Bonds, notes and other securities:
Amortized cost	45	46
Fair value	40	38
Total Long-Term Investments [Member]
Bonds, notes and other securities:
Amortized cost	45	46
Fair value	$ 40	$ 38

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Note 3 - Commitments, Contingencies, and Guarantees (Details) (USD $) In Millions, unless otherwise specified																			3 Months Ended			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Credit Facility [Member] Dow Corning Corporation [Member]	Dec. 31, 2013 Credit Facility [Member] Dow Corning Corporation [Member]	Mar. 31, 2014 Contingent Guarantees [Member]	Dec. 31, 2013 Contingent Guarantees [Member]	Nov. 12, 2013 First Payment [Member] Pittsburgh Corning Corporation (PCC) [Member] Amended Pittsburgh Corning Corporation Plan [Member] Asbestos Litigation [Member]	Nov. 12, 2013 First Subsequent Anniversary [Member] Pittsburgh Corning Corporation (PCC) [Member] Amended Pittsburgh Corning Corporation Plan [Member] Asbestos Litigation [Member]	Nov. 12, 2013 Second Subsequent Anniversary [Member] Pittsburgh Corning Corporation (PCC) [Member] Amended Pittsburgh Corning Corporation Plan [Member] Asbestos Litigation [Member]	Nov. 12, 2013 Third Subsequent Anniversary [Member] Pittsburgh Corning Corporation (PCC) [Member] Amended Pittsburgh Corning Corporation Plan [Member] Asbestos Litigation [Member]	Nov. 12, 2013 Fourth Subsequent Anniversary [Member] Pittsburgh Corning Corporation (PCC) [Member] Amended Pittsburgh Corning Corporation Plan [Member] Asbestos Litigation [Member]	Nov. 12, 2013 Fifth Subsequent Anniversary [Member] Pittsburgh Corning Corporation (PCC) [Member] Amended Pittsburgh Corning Corporation Plan [Member] Asbestos Litigation [Member]	Mar. 31, 2014 Dow Corning Corporation [Member] Corning Inc. [Member]	Mar. 31, 2014 Dow Corning Corporation [Member] Dow Chemical Company [Member]	Apr. 16, 2000 Pittsburgh Corning Corporation (PCC) [Member] Corning Inc. [Member] Asbestos Litigation [Member]	Mar. 31, 2014 Pittsburgh Corning Corporation (PCC) [Member] Corning Inc. [Member]	Mar. 31, 2014 Pittsburgh Corning Corporation (PCC) [Member] PPG Industries, Inc. [Member]	Nov. 12, 2013 Pittsburgh Corning Corporation (PCC) [Member] Amended Pittsburgh Corning Corporation Plan [Member] Asbestos Litigation [Member]	Mar. 31, 2014 Non-PCC [Member] Asbestos Litigation [Member]	Mar. 31, 2014 Environmental Cleanup And Related Litigation [Member]	Dec. 31, 2013 Environmental Cleanup And Related Litigation [Member]	Mar. 31, 2014 Corning Inc. [Member] Asbestos Litigation [Member]	Mar. 31, 2014 Dow Corning Corporation [Member] Minimum [Member] Bankruptcy Proceedings [Member]	Mar. 31, 2014 Dow Corning Corporation [Member] Maximum [Member] Bankruptcy Proceedings [Member]	Mar. 31, 2014 Asbestos Litigation [Member]	Dec. 31, 2013 Asbestos Litigation [Member]
Note 3 - Commitments, Contingencies, and Guarantees (Details) [Line Items]
Equity Method Investment, Ownership Percentage													50.00%	50.00%		50.00%	50.00%
Loss Contingency, Estimate of Possible Loss																							$ 94	$ 309	$ 692	$ 690
Loss Contingency, Pending Claims, Number															11,800
Loss Contingency, Required Payments Per Reorganization Plan							70	35	50	35	50	50						290
Number Of Other Cases Currently Involved Alleging Injuries From Asbestos And Similar Amounts Of Monetary Damages Per Case																						9,700
Number Of Claims In Other Cases Currently Involved Alleging Injuries From Asbestos And Similar Amounts Of Monetary Damages Per Case																						37,400
Insurance Recoveries																						19
Loss Contingency Accrual, Period Increase (Decrease)																			150
Guarantor Obligations, Maximum Exposure, Undiscounted			25	25	174	152
Recorded Unconditional Purchase Obligation	123	126
Number of Hazardous Waste Sites	16
Accrual for Environmental Loss Contingencies																				$ 34	$ 15

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Note 14 - Hedging Activities (Details) - Summary of Notional Amounts and Respective Fair Values of Derivative Financial Instruments (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Note 14 - Hedging Activities (Details) - Summary of Notional Amounts and Respective Fair Values of Derivative Financial Instruments [Line Items]
Notional amount	$ 13,653	$ 8,613
Asset derivatives, fair value	379	462
Liability derivatives, fair value	(31)	(37)
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Note 14 - Hedging Activities (Details) - Summary of Notional Amounts and Respective Fair Values of Derivative Financial Instruments [Line Items]
Notional amount	388	433
Asset derivatives, fair value	2	8
Liability derivatives, fair value	(3)	(3)
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Note 14 - Hedging Activities (Details) - Summary of Notional Amounts and Respective Fair Values of Derivative Financial Instruments [Line Items]
Notional amount	550	550
Liability derivatives, fair value	(23)	(28)
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Note 14 - Hedging Activities (Details) - Summary of Notional Amounts and Respective Fair Values of Derivative Financial Instruments [Line Items]
Notional amount	1,100	804
Asset derivatives, fair value	9	20
Liability derivatives, fair value	(4)	(3)
Not Designated as Hedging Instrument [Member] | Translated Earnings Contracts [Member]
Note 14 - Hedging Activities (Details) - Summary of Notional Amounts and Respective Fair Values of Derivative Financial Instruments [Line Items]
Notional amount	11,615	6,826
Asset derivatives, fair value	248	344
Liability derivatives, fair value	(1)	(3)
Not Designated as Hedging Instrument [Member]
Note 14 - Hedging Activities (Details) - Summary of Notional Amounts and Respective Fair Values of Derivative Financial Instruments [Line Items]
Asset derivatives, fair value	$ 120	$ 90

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Note 7 - Available-for-Sale Investments (Details) - Summary of Maturities of Available-for-Sale Securities (USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Summary of Maturities of Available-for-Sale Securities [Abstract]
Less than one year	$ 468
Due in 1-5 years	169
Due in 5-10 years	0
Due after 10 years (1)	40	[1]
Total	$ 677

[1] Includes $40 million of asset-based securities that mature over time and are being reported at their final maturity dates.

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Note 17 - Share-based Compensation (Details) - Inputs Used for Valuation of Option Grants under Stock Option Plans	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Minimum [Member]
Note 17 - Share-based Compensation (Details) - Inputs Used for Valuation of Option Grants under Stock Option Plans [Line Items]
Expected volatility	46.20%	47.10%
Weighted-average volatility	46.20%	47.10%
Expected dividends	2.09%	3.02%
Risk-free rate	2.20%	1.10%
Average risk-free rate	2.20%	1.40%
Expected term (in years)	7 years 73 days	5 years 292 days
Pre-vesting departure rate	0.50%	0.40%
Maximum [Member]
Note 17 - Share-based Compensation (Details) - Inputs Used for Valuation of Option Grants under Stock Option Plans [Line Items]
Expected volatility	46.20%	47.40%
Weighted-average volatility	46.20%	47.40%
Expected dividends	2.09%	3.02%
Risk-free rate	2.20%	1.50%
Average risk-free rate	2.20%	1.40%
Expected term (in years)	7 years 73 days	7 years 73 days
Pre-vesting departure rate	0.50%	4.10%

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Note 2 - Restructuring, Impairment and Other Charges (Details) - Restructuring, Impairment and Other Charges (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Employee Severance [Member]	Mar. 31, 2013 Employee Severance [Member]	Mar. 31, 2013 Other Restructuring [Member]	Mar. 31, 2014 Other Restructuring [Member]	Dec. 31, 2013 Other Restructuring [Member]
Note 2 - Restructuring, Impairment and Other Charges (Details) - Restructuring, Impairment and Other Charges [Line Items]
Reserve	$ 44	$ 42	$ 36	$ 38	$ 4	$ 8	$ 8
Net charges/reversals	3		3
Cash payments	(11)	(16)	(11)	(15)	(1)
Reserve	36	26	28	23	3	8	8
Impairment charges and disposal of long-lived assets	14
Total restructuring, impairment and other charges	$ 17

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Note 8 - Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

	March 31, 2014		December 31, 2013
Finished goods	$	535	$	486
Work in process		238		234
Raw materials and accessories		317		311
Supplies and packing materials		305		239
Total inventories	$	1,395	$	1,270

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Note 17 - Share-based Compensation (Details) - Summary of the Status of Non-Vested Time-Based Restricted Stock and Restricted Stock Units (Time-Based Restricted Stock and Restricted Stock Units [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Time-Based Restricted Stock and Restricted Stock Units [Member]
Note 17 - Share-based Compensation (Details) - Summary of the Status of Non-Vested Time-Based Restricted Stock and Restricted Stock Units [Line Items]
Non-vested shares and share units at December 31, 2013	6,108
Non-vested shares and share units at December 31, 2013	$ 14.58
Granted	1,270
Granted	$ 20.28
Vested	(1,011)
Vested	$ 18.57
Forfeited	(7)
Forfeited	$ 14.91
Non-vested shares and share units at March 31, 2014	6,360
Non-vested shares and share units at March 31, 2014	$ 15.08

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Note 15 - Fair Value Measurements (Details) (Samsung Corning Precision Materials Co., Ltd. [Member], USD $) In Millions, unless otherwise specified	Jan. 15, 2014
Note 15 - Fair Value Measurements (Details) [Line Items]
Business Combination, Contingent Consideration, Liability	$ 196
Revenues Generated by Samsung Corning Precision Materials [Member]
Note 15 - Fair Value Measurements (Details) [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	665
Volume of Certain Sales [Member]
Note 15 - Fair Value Measurements (Details) [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	$ 100

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Note 8 - Inventories (Details) - Inventories (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Inventories [Abstract]
Finished goods	$ 535	$ 486
Work in process	238	234
Raw materials and accessories	317	311
Supplies and packing materials	305	239
Total inventories	$ 1,395	$ 1,270

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Note 17 - Share-based Compensation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Note 17 - Share-based Compensation (Details) [Line Items]
Share-based Compensation	$ 15	$ 11
Maximum Term for Non-Qualified and Incentive Stock Options	10 years
Proceeds from Stock Options Exercised	50	12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	32	13
Years of Historical Volatility Included in Most Recent Volatility	15 years
Employee Stock Option [Member]
Note 17 - Share-based Compensation (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	17
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 146 days
Allocated Share-based Compensation Expense	6	5
Restricted Stock [Member]
Note 17 - Share-based Compensation (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	44
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 292 days
Allocated Share-based Compensation Expense	$ 9	$ 6
Restricted Stock [Member] | Minimum [Member]
Note 17 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	1 year
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	1 year
Restricted Stock [Member] | Maximum [Member]
Note 17 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	10 years
Minimum [Member]
Note 17 - Share-based Compensation (Details) [Line Items]
Stock Options Exercisable Period from Date of Grant	1 year
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	7 years 73 days	5 years 292 days
Maximum [Member]
Note 17 - Share-based Compensation (Details) [Line Items]
Stock Options Exercisable Period from Date of Grant	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	7 years 73 days	7 years 73 days

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Note 19 - Reportable Segments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Note 19 - Reportable Segments (Details) [Line Items]
Restructuring Costs and Asset Impairment Charges (in Dollars)	$ 17
Tax Adjustments, Settlements, and Unusual Provisions (in Dollars)		(54)
Other Segments [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Tax Adjustments, Settlements, and Unusual Provisions (in Dollars)		(54)
Display Technologies [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Restructuring Costs and Asset Impairment Charges (in Dollars)	5
Number of Customers Individually Accounting for 10% or More of Each Segment's Sales	4
Percent of Total Segment Sales	72.00%
Optical Communications [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Restructuring Costs and Asset Impairment Charges (in Dollars)	12
Number of Customers Individually Accounting for 10% or More of Each Segment's Sales	0
Environmental Technologies [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Number of Customers Individually Accounting for 10% or More of Each Segment's Sales	3
Percent of Total Segment Sales	88.00%
Specialty Materials [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Number of Customers Individually Accounting for 10% or More of Each Segment's Sales	3
Percent of Total Segment Sales	50.00%
Life Sciences [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Number of Customers Individually Accounting for 10% or More of Each Segment's Sales	2
Percent of Total Segment Sales	43.00%
Dow Corning Corporation [Member] | Equity Investment [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Restructuring Costs and Asset Impairment Charges (in Dollars)	2
Dow Corning Corporation [Member]
Note 19 - Reportable Segments (Details) [Line Items]
Derivative, Gain on Derivative (in Dollars)	$ 32

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Note 17 - Share-based Compensation (Details) - Summary of Information Concerning Stock Options Outstanding Including the Related Transactions under the Stock Option Plans (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Sep. 30, 2013
Summary of Information Concerning Stock Options Outstanding Including the Related Transactions under the Stock Option Plans [Abstract]
Options Outstanding as of December 31, 2013		57,139
Options Outstanding as of December 31, 2013		$ 17.83
Granted	528
Granted	$ 20.80
Exercised	(4,571)
Exercised	$ 11.75
Forfeited and Expired	(161)
Forfeited and Expired	$ 15.85
Options Outstanding as of March 31, 2014	52,935	57,139
Options Outstanding as of March 31, 2014	$ 18.39	$ 17.83
Options Outstanding as of March 31, 2014	4 years 346 days
Options Outstanding as of March 31, 2014	$ 201,401
Options Expected to Vest as of March 31, 2014	52,817
Options Expected to Vest as of March 31, 2014	$ 18.40
Options Expected to Vest as of March 31, 2014	4 years 346 days
Options Expected to Vest as of March 31, 2014	200,454
Options Exercisable as of March 31, 2014	40,470
Options Exercisable as of March 31, 2014	$ 19.78
Options Exercisable as of March 31, 2014	3 years 328 days
Options Exercisable as of March 31, 2014	$ 114,511

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Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flow Hedging [Member]
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain/(loss) recognized in other comprehensive income (OCI)	$ (7)	$ 37
Gain/(loss) reclassified from accumulated OCI into income (effective)	0	21	[1]
Cost of Sales [Member] | Interest Rate Hedges [Member]
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain/(loss) reclassified from accumulated OCI into income (effective)	0	8	[1]
Other Income [Member] | Foreign Exchange Contract [Member]
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain/(loss) recognized in other comprehensive income (OCI)	(7)	37
Gain/(loss) reclassified from accumulated OCI into income (effective)	$ 0	$ 13	[1]

[1] The amount of hedge ineffectiveness at March 31, 2014 and 2013 was insignificant.

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Note 18 - Significant Customers

3 Months Ended

Mar. 31, 2014

Significant Customers [Abstract]

Significant Customers [Text Block]

18.      Significant Customers

For the three months ended March 31, 2014, Corning had one customer that individually accounted for 10% or more of the Company’s consolidated net sales.  For the three months ended March 31, 2013, Corning had no customers that individually accounted for 10% or more of the Company’s consolidated net sales.

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Note 5 - Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Note 5 - Income Taxes (Details) [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%	35.00%
Tax Adjustments, Settlements, and Unusual Provisions (in Dollars)		$ (54)
Effective Income Tax Rate Reconciliation, Tax Holiday, Percent	1.20%	1.50%
Korean Withholding Tax [Member]
Note 5 - Income Taxes (Details) [Line Items]
Income Tax Expense (Benefit), Continuing Operations, Adjustment for Equity Investment Dividend (in Dollars)	102
Low Or No Tax Cost [Member]
Note 5 - Income Taxes (Details) [Line Items]
Undistributed Earnings of Foreign Subsidiaries (in Dollars)	$ 7

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Supplemental Cash Flow Information (Details) (Convertible Preferred Stock, Series A [Member], Samsung Display Co., Ltd. [Member])	0 Months Ended	3 Months Ended
	Jan. 15, 2014	Mar. 31, 2014
Convertible Preferred Stock, Series A [Member] | Samsung Display Co., Ltd. [Member]
Supplemental Cash Flow Information (Details) [Line Items]
Stock Issued During Period, Shares, Acquisitions	1,900	1,900

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Note 16 - Shareholders' Equity (Details) (USD $)	3 Months Ended		0 Months Ended		0 Months Ended	3 Months Ended	0 Months Ended	1 Months Ended	0 Months Ended		3 Months Ended				1 Months Ended		4 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Jan. 15, 2014 Additional Amount Issued at Closing [Member] Convertible Preferred Stock, Series A [Member] Samsung Display Co., Ltd. [Member]	Mar. 31, 2014 Common Stock [Member]	Jan. 15, 2014 Convertible Preferred Stock, Series A [Member] Samsung Display Co., Ltd. [Member]	Mar. 31, 2014 Convertible Preferred Stock, Series A [Member] Samsung Display Co., Ltd. [Member]	Jan. 15, 2014 Convertible Preferred Stock, Series A [Member]	Oct. 22, 2013 Oct. 22, 2013 [Member]	Mar. 03, 2014 March 3, 2014 [Member] Citibank [Member]	Mar. 03, 2014 April 24, 2013 [Member] Open Market [Member]	Mar. 31, 2014 April 24, 2013 [Member] Open Market [Member]	Mar. 31, 2014 Jan 15, 2014 [Member] Open Market [Member]	Mar. 31, 2013 Corning Inc. [Member]	Mar. 31, 2013 Equity Method Investee [Member]	Jan. 31, 2014 JP Morgan Chase [Member] April 24, 2013 [Member]	Oct. 31, 2013 JP Morgan Chase [Member] April 24, 2013 [Member]	Jan. 31, 2014 JP Morgan Chase [Member] April 24, 2013 [Member]
Note 16 - Shareholders' Equity (Details) [Line Items]
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 100						$ 100
Stock Issued During Period, Shares, Acquisitions (in Shares)					1,900	1,900
Share Price (in Dollars per share)					$ 1,000,000
Stock Issued During Period, Value, Acquisitions					$ 1,900,000,000
Stock Issued During Period, Value, New Issues			400,000,000
Preferred Stock, Dividend Rate, Percentage							4.25%
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares)				50,000
Minimum Closing Price of Common Stock for the Company to Exercise Option to Convert Preferred Stock (in Dollars per share)	$ 35
Stock Repurchase Program, Authorized Amount								2,000,000,000	1,250,000,000							1,000,000,000
Treasury Stock, Shares, Acquired (in Shares)									52,500,000		26,700,000	8,700,000			10,500,000	47,100,000	57,600,000
Accelerated Share Repurchases, Settlement (Payment) or Receipt									(1,250,000,000)							(1,000,000,000)
Treasury Stock, Value, Acquired, Cost Method										1,000,000,000	484,000,000	167,000,000				800,000,000
Adjustments to Additional Paid in Capital, Other									(250,000,000)							(200,000,000)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax	136,000,000
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	$ (132,000,000)	$ (505,000,000)											$ (329,000,000)	$ (176,000,000)

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Note 13 - Employee Retirement Plans (Tables)

3 Months Ended

Mar. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

	Pension benefits				Postretirement benefits
	Three months ended March 31,				Three months ended March 31,
	2014		2013		2014		2013
Service cost	$	16	$	19	$	3	$	4
Interest cost		38		34		9		10
Expected return on plan assets		(43)		(42)
Amortization of net loss								4
Amortization of prior service cost (credit)		2		1		(1)		(2)
Total pension and postretirement benefit expense	$	13	$	12	$	11	$	16

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Note 6 - Earnings Per Common Share (Details) - Computation of Basic and Diluted Earnings per Common Share (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Note 6 - Earnings Per Common Share (Details) - Computation of Basic and Diluted Earnings per Common Share [Line Items]
Net income attributable to Corning Incorporated (in Dollars)	$ 301	$ 494
Net income available to common stockholders - basic (in Dollars)	280	494
Net income available to common stockholders - diluted (in Dollars)	280	494
Weighted-average common shares outstanding - basic	1,359	1,472
Effect of dilutive securities:
Stock options and other dilutive securities	11	9
Weighted-average common shares outstanding - diluted	1,370	1,481
Basic earnings per common share (in Dollars per share)	$ 0.21	$ 0.33
Diluted earnings per common share (in Dollars per share)	$ 0.20	$ 0.33
Antidilutive potential shares excluded from diluted earnings per common share:
Antidilutive shares	138	47
Stock Compensation Plan [Member]
Antidilutive potential shares excluded from diluted earnings per common share:
Antidilutive shares	29	47
Forward Contracts [Member]
Antidilutive potential shares excluded from diluted earnings per common share:
Antidilutive shares	12
Convertible Preferred Stock, Series A [Member]
Note 6 - Earnings Per Common Share (Details) - Computation of Basic and Diluted Earnings per Common Share [Line Items]
Less: Series A convertible preferred stock dividend (in Dollars)	$ (21)
Antidilutive potential shares excluded from diluted earnings per common share:
Antidilutive shares	97

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Note 12 - Goodwill and Other Intangible Assets (Details) - Other Intangible Assets (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Other intangible assets, gross	$ 734	$ 726
Other intangible assets, accumulated amortization	194	186
Other intangible assets, net	540	540
Patents, Trademarks, and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets, gross	307	290
Other intangible assets, accumulated amortization	141	138
Other intangible assets, net	166	152
Customer Lists and Other [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets, gross	427	436
Other intangible assets, accumulated amortization	53	48
Other intangible assets, net	$ 374	$ 388

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Note 10 - Acquisition (Details) - Recognized Amounts of Identified Assets Acquired and Liabilities Assumed (USD $) In Millions, unless otherwise specified	0 Months Ended
	Jan. 15, 2014		Mar. 31, 2014	Dec. 31, 2013
Note 10 - Acquisition (Details) - Recognized Amounts of Identified Assets Acquired and Liabilities Assumed [Line Items]
Fair value of Samsung Corning Precision Materials on acquisition date	$ (3,718)
Goodwill (2)			1,125	1,002
Samsung Corning Precision Materials Co., Ltd. [Member]
Note 10 - Acquisition (Details) - Recognized Amounts of Identified Assets Acquired and Liabilities Assumed [Line Items]
Cash and cash equivalents (1)	133	[1]
Trade Receivables	353
Inventory	119
Property, plant and equipment	3,603		3,600
Other current and non-current assets	80
Debt – current	(32)
Accounts payable and accrued expenses	(343)
Other current and non-current liabilities	(278)
Total identified net assets	3,635
Non-controlling interests	15
Fair value of Samsung Corning Precision Materials on acquisition date	(3,718)
Goodwill (2)	$ 68	[2]

[1] Cash and cash equivalents acquired is presented net of the 2014 dividend distribution subsequent to the Acquisition, in the amount of $2.8 billion.

[2] The goodwill recognized is not deductible for U.S. income tax purposes. The goodwill was allocated to the Display segment.

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Note 2 - Restructuring, Impairment and Other Charges (Details) - Restructuring Reserve Activity Related to the 2012 Restructuring Plan (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Employee Severance [Member]	Mar. 31, 2013 Employee Severance [Member]	Mar. 31, 2013 Other Restructuring [Member]	Mar. 31, 2014 Other Restructuring [Member]	Dec. 31, 2013 Other Restructuring [Member]
Note 2 - Restructuring, Impairment and Other Charges (Details) - Restructuring Reserve Activity Related to the 2012 Restructuring Plan [Line Items]
Reserve	$ 44	$ 42	$ 36	$ 38	$ 4	$ 8	$ 8
Cash payments	(11)	(16)	(11)	(15)	(1)
Reserve	$ 36	$ 26	$ 28	$ 23	$ 3	$ 8	$ 8

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Note 2 - Restructuring, Impairment and Other Charges

3 Months Ended

Mar. 31, 2014

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

2.      Restructuring, Impairment and Other Charges

2014 Activity

In the first quarter of 2014, we recorded charges of $17 million, pre-tax, for employee related costs and assets impairment charges associated with some minor restructuring activities in the Optical Communications and Specialty Materials segments, with total cash expenditures estimated to be $3 million. Annualized savings from these actions are anticipated to be approximately $5 million and will be reflected primarily in gross margin and operating expenses.

To better align our 2014 cost position in several of our businesses, Corning implemented a global restructuring plan within several of our segments in the fourth quarter of 2013, consisting of workforce reductions, asset disposals and write-offs, and exit costs.  We recorded charges of $67 million associated with these actions, with total cash expenditures expected to be approximately $40 million.  Annualized savings from these actions are estimated to be approximately $40 million and will be reflected largely in selling, general, and administrative expenses.

The following table summarizes the restructuring, impairment and other charges for the three months ended March 31, 2014 (in millions):

	Reserve at January 1, 2014		Net Charges/ Reversals		Cash payments		Reserve at March 31, 2014
Restructuring:
Employee related costs	$	36	$	3	$	(11)	$	28
Other charges		8						8
Total restructuring activity	$	44	$	3	$	(11)	$	36
Impairment charges and disposal of long-lived assets			$	14
Total restructuring, impairment and other charges			$	17

Cash payments for employee-related costs related to the 2014 and 2013 restructuring actions are expected to be substantially completed in 2014.

2013 Activity

The following table summarizes the restructuring reserve activity related to the 2012 corporate-wide restructuring plan for the three months ended March 31, 2013 (in millions):

	Reserve at January 1, 2013		Cash payments		Reserve at March 31, 2013
Restructuring:
Employee-related costs	$	38	$	(15)	$	23
Other charges (credits)		4		(1)		3
Total restructuring activity	$	42	$	(16)	$	26

Cash payments for the above restructuring activities were substantially completed in 2013.

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Note 10 - Acquisition (Details) - Unaudited Pro Forma Combined Consolidated Financial Information (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Unaudited Pro Forma Combined Consolidated Financial Information [Abstract]
Net sales	$ 2,388
Net income from continuing operations - basic	620
Net income from continuing operations - diluted	$ 644
Earnings per common share attributable to common shareholders
Basic (in Dollars per share)	$ 0.42
Diluted (in Dollars per share)	$ 0.40
Shares used in computing per share amounts
Basic (in Shares)	1,472
Diluted (in Shares)	1,596

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Note 1 - Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Other Income [Member] Foreign Exchange Contract [Member]	Mar. 31, 2013 Other Income [Member] Foreign Exchange Contract [Member]	Jan. 15, 2014 Samsung Corning Precision Materials Co., Ltd. [Member]
Note 1 - Significant Accounting Policies (Details) [Line Items]
Sale of Stock, Percentage of Ownership after Transaction					100.00%
Derivative, Gain (Loss) on Derivative, Net	$ 2	$ 24	$ 2	$ 24

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Note 2 - Restructuring, Impairment and Other Charges (Tables)

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

	Reserve at January 1, 2014		Net Charges/ Reversals		Cash payments		Reserve at March 31, 2014
Restructuring:
Employee related costs	$	36	$	3	$	(11)	$	28
Other charges		8						8
Total restructuring activity	$	44	$	3	$	(11)	$	36
Impairment charges and disposal of long-lived assets			$	14
Total restructuring, impairment and other charges			$	17

	Reserve at January 1, 2013		Cash payments		Reserve at March 31, 2013
Restructuring:
Employee-related costs	$	38	$	(15)	$	23
Other charges (credits)		4		(1)		3
Total restructuring activity	$	42	$	(16)	$	26

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Note 1 - Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Schedule of Other Nonoperating Income, by Component [Table Text Block]

	Three months ended March 31,
	2014		2013
Royalty income from Samsung Corning Precision Materials			$	15
Foreign currency exchange and hedge (loss) gain, net	$	(6)		31
Net loss attributable to noncontrolling interests		3		1
Other, net		27		18
Total	$	24	$	65

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Note 7 - Available-for-Sale Investments (Details) - Fair Value and Gross Unrealized Losses of Investments by Length of Time in Continuous Unrealized Loss Position (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014		Dec. 31, 2013
Fair Value and Gross Unrealized Losses of Investments by Length of Time in Continuous Unrealized Loss Position [Abstract]
Number of Securities in A Loss Position	20		20
12 months or Greater, Fair Value	$ 39		$ 38
12 months or Greater, Unrealized Losses	(5)	[1]	(8)	[1]
Total, Fair Value	39		38
Total, Unrealized Losses	$ (5)		$ (8)

[1] Unrealized losses in securities less than 12 months were not significant.

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Note 1 - Significant Accounting Policies (Details) - Other Income, Net (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Note 1 - Significant Accounting Policies (Details) - Other Income, Net [Line Items]
Foreign currency exchange and hedge (loss) gain, net	$ (6)	$ 31
Net loss attributable to noncontrolling interests	3	1
Other, net	27	18
Total	24	65
Samsung Corning Precision Materials Co., Ltd. [Member]
Note 1 - Significant Accounting Policies (Details) - Other Income, Net [Line Items]
Royalty income from Samsung Corning Precision Materials		$ 15

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Note 5 - Income Taxes (Tables)

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Income Tax Provisions and Rates [Table Text Block]

	Three months ended March 31,
	2014		2013
Provision for income taxes	$	(180)	$	(34)
Effective tax rate		37.4%		6.4%

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Note 6 - Earnings Per Common Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three months ended March 31,
	2014		2013
Net income attributable to Corning Incorporated	$	301	$	494
Less:  Series A convertible preferred stock dividend		(21)
Net income available to common stockholders - basic		280		494
Net income available to common stockholders - diluted	$	280	$	494
Weighted-average common shares outstanding - basic		1,359		1,472
Effect of dilutive securities:
Stock options and other dilutive securities		11		9
Weighted-average common shares outstanding - diluted		1,370		1,481
Basic earnings per common share	$	0.21	$	0.33
Diluted earnings per common share	$	0.20	$	0.33
Antidilutive potential shares excluded from diluted earnings per common share:
Series A convertible preferred stock		97
Employee stock options and awards		29		47
Accelerated share repurchase forward contract		12
Total		138		47

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Note 1 - Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

1.      Significant Accounting Policies

Basis of Presentation

In these notes, the terms “Corning,” “Company,” “we,” “us,” or “our” mean Corning Incorporated and subsidiary companies.

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with U.S. GAAP for interim financial information.  Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted or condensed.  These interim consolidated financial statements should be read in conjunction with Corning’s consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Form 10-K”).

The unaudited consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods presented.  All such adjustments are of a normal recurring nature.  The results for interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year.

Samsung Corning Precision Materials Co., Ltd. (“Samsung Corning Precision Materials”)

As further discussed in Note 10 (Acquisition), on January 15, 2014, Corning completed a series of strategic and financial agreements to acquire the common shares of Samsung Corning Precision Materials (“Acquisition”) previously held by Samsung Display Co., Ltd. (“Samsung Display”). As a result of these transactions, Corning is now the owner of 100% of the common shares of Samsung Corning Precision Materials, which we have consolidated into our results beginning in the first quarter of 2014.  Operating under the name of Corning Precision Materials Korea Co., Ltd., (“Corning Precision Materials”), the former Samsung Corning Precision Materials organization and operations was integrated into the Display Technologies segment in the first quarter of 2014.

Other Income, Net

“Other income, net” in Corning’s consolidated statements of income includes the following (in millions):

	Three months ended March 31,
	2014		2013
Royalty income from Samsung Corning Precision Materials			$	15
Foreign currency exchange and hedge (loss) gain, net	$	(6)		31
Net loss attributable to noncontrolling interests		3		1
Other, net		27		18
Total	$	24	$	65

Beginning in the first quarter of 2014, due to the Acquisition and subsequent consolidation of Samsung Corning Precision Materials (now Corning Precision Materials), royalty income from Corning Precision Materials is no longer recognized in Corning’s consolidated statement of income.

Included in the line item Foreign currency exchange and hedge (loss) gain, net for the three months ended March 31, 2014 and 2013 is the impact of the purchased collars and average forward contracts, which hedge our exposure to movements in the Japanese yen and its impact on our net earnings, in the amount of $2 million and $24 million, respectively.

New Accounting Standards

At March 31, 2014, there are no recently issued accounting standards that will have a material impact on Corning when adopted in a future period.

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Note 7 - Available-for-Sale Investments (Tables)

3 Months Ended

Mar. 31, 2014

Available For Sale Investments [Abstract]

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

	Amortized cost				Fair value
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Bonds, notes and other securities:
U.S. government and agencies	$	637	$	530	$	637	$	531
Equity securities	$	6			$	7
Total short-term investments	$	643	$	530	$	644	$	531
Asset-backed securities	$	45	$	46	$	40	$	38
Total long-term investments	$	45	$	46	$	40	$	38

Investments Classified by Contractual Maturity Date [Table Text Block]

Less than one year	$468
Due in 1-5 years	169
Due in 5-10 years
Due after 10 years (1)	40
Total	$677

Schedule of Fair Value and Gross Unrealized Losses of Investments by Category and Length of Time in Continuous Unrealized Loss Position [Table Text Block]

		March 31, 2014
		12 months or greater				Total
	Number of securities in a loss position	Fair value		Unrealized losses (1)		Fair value		Unrealized losses
Asset-backed securities	20	$	39	$	(5)	$	39	$	(5)
Total long-term investments	20	$	39	$	(5)	$	39	$	(5)

		December 31, 2013
		12 months or greater				Total
	Number of securities in a loss position	Fair value		Unrealized losses (1)		Fair value		Unrealized losses
Asset-backed securities	20	$	38	$	(8)	$	38	$	(8)
Total long-term investments	20	$	38	$	(8)	$	38	$	(8)

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Note 19 - Reportable Segments (Details) - Reconciliation of Reportable Segment Net Income (Loss) to Consolidated Net Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Income	$ 301		$ 494
Unallocated amounts:
Net financing costs (1)	(29)	[1]	(34)	[1]
Stock-based compensation expense	(15)		(11)
Exploratory research	(27)		(24)
Corporate contributions	(5)		(13)
Equity in earnings of affiliated companies, net of impairments (2)	92	[2]	34	[2]
Asbestos settlement	(2)		(2)
Purchased collars and average forward contracts	2		24
Other corporate items (3)	(2)	[3]	86	[3]
Reportable Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Income	327		462
Non Reportable Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Income	$ (40)		$ (28)

[1] Net financing costs include interest income, interest expense, and interest costs and investment gains associated with benefit plans.

[2] Primarily represents the equity earnings of Dow Corning, which includes our portion of a mark-to-market gain on a derivative instrument, totaling $32 million, for the three months ended March 31, 2014 and a $2 million restructuring charge for our share of costs for headcount reductions and asset write-offs for the three months ended March 31, 2013.

[3] For the three months ended March 31, 2013, Corning recorded a $54 million tax benefit for the impact of the American Taxpayer Relief Act enacted on January 3, 2013 retroactive to 2012.

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Note 17 - Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of Shares (in thousands)	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value (in thousands)
Options Outstanding as of December 31, 2013	57,139	$17.83
Granted	528	20.80
Exercised	(4,571)	11.75
Forfeited and Expired	(161)	15.85
Options Outstanding as of March 31, 2014	52,935	18.39	4.95	$201,401
Options Expected to Vest as of March 31, 2014	52,817	18.40	4.95	200,454
Options Exercisable as of March 31, 2014	40,470	19.78	3.90	114,511

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Three months ended March 31,
	2014			2013
Expected volatility	46.2	-	46.2%	47.1	-	47.4%
Weighted-average volatility	46.2	-	46.2%	47.1	-	47.4%
Expected dividends	2.09	-	2.09%	3.02	-	3.02%
Risk-free rate	2.2	-	2.2%	1.1	-	1.5%
Average risk-free rate	2.2	-	2.2%	1.4	-	1.4%
Expected term (in years)	7.2	-	7.2	5.8	-	7.2
Pre-vesting departure rate	0.5	-	0.5%	0.4	-	4.1%

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

	Shares (000’s)	Weighted Average Grant-Date Fair Value
Non-vested shares and share units at December 31, 2013	6,108	$	14.58
Granted	1,270		20.28
Vested	(1,011)		18.57
Forfeited	(7)		14.91
Non-vested shares and share units at March 31, 2014	6,360	$	15.08

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Note 7 - Available-for-Sale Investments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Mar. 31, 2014		Mar. 31, 2013	Dec. 31, 2013
Available For Sale Investments [Abstract]
Available-for-sale Securities, Debt Maturities, after Ten Years, Fair Value	$ 40	[1]
Marketable Securities, Realized Loss, Other than Temporary Impairments, Amount	4			6
Proceeds from Sale of Short-term Investments	$ 338		$ 469

[1] Includes $40 million of asset-based securities that mature over time and are being reported at their final maturity dates.

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Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain (loss) recognized in income	$ 2		$ 24
Undesignated [Member]
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain (loss) recognized in income	(6)	[1]	129	[1]
Other Income [Member] | Foreign Exchange Contracts, Balance Sheet [Member]
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain (loss) recognized in income	(12)	[1]	47	[1]
Other Income [Member] | Foreign Exchange Contracts, Loans [Member]
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain (loss) recognized in income	4	[1]	58	[1]
Other Income [Member] | Translated Earnings Contracts [Member]
Note 14 - Hedging Activities (Details) - Effect on Consolidated financial statements [Line Items]
Gain (loss) recognized in income	$ 2	[1]	$ 24	[1]

[1] Certain amounts for prior periods were reclassified to conform to the current presentation. The gain (loss) on foreign exchange contracts is now disclosed in two categories, Foreign exchange contracts - balance sheet, and Foreign exchange contracts - loans.

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Consolidated Statements of Income (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net sales	$ 2,289	$ 1,814
Cost of sales	1,354	1,044
Gross margin	935	770
Operating expenses:
Selling, general and administrative expenses	395	259
Research, development and engineering expenses	198	178
Amortization of purchased intangibles	8	7
Restructuring, impairment and other charges (Note 2)	17
Asbestos litigation charge	2	2
Operating income	315	324
Equity in earnings of affiliated companies	86	173
Interest income	12	2
Interest expense	(30)	(36)
Transaction-related gain, net (Note 10)	74
Other income, net (Note 1)	24	65
Income before income taxes	481	528
Provision for income taxes (Note 5)	(180)	(34)
Net income attributable to Corning Incorporated	$ 301	$ 494
Basic (Note 6) (in Dollars per share)	$ 0.21	$ 0.33
Diluted (Note 6) (in Dollars per share)	$ 0.20	$ 0.33
Dividends declared per common share (in Dollars per share)	$ 0.10	$ 0.09

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Note 2 - Restructuring, Impairment and Other Charges (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Restructuring and Related Activities [Abstract]
Restructuring and Related Cost, Incurred Cost	$ 17	$ 67
Expected Cash Expenditures for Restructuring Costs	3	40
Savings from Restructuring	$ 5	$ 40

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities:
Net income	$ 301	$ 494
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	289	248
Amortization of purchased intangibles	8	7
Restructuring, impairment and other charges	17
Stock compensation charges	15	11
Equity in earnings of affiliated companies	(86)	(173)
Dividends received from affiliated companies	1,610	161
Deferred tax expense (benefit) provision	22	(30)
Restructuring payments	(11)	(16)
Employee benefit payments (in excess of) less than expense	(17)	15
Gains on translated earnings contracts	(2)	(24)
Changes in certain working capital items:
Trade accounts receivable	21	17
Inventories	(3)	(138)
Other current assets	28	(2)
Accounts payable and other current liabilities	(413)	(112)
Other, net	(42)	165
Net cash provided by operating activities	1,737	623
Cash Flows from Investing Activities:
Capital expenditures	(246)	(194)
Acquisitions of business, net of cash received	66
Investment in unconsolidated entities	(109)
Short-term investments – acquisitions	(445)	(291)
Short-term investments – liquidations	338	469
Premium on purchased collars		(107)
Realized gains on translated earnings contracts	89
Other, net	6	1
Net cash used in investing activities	(301)	(122)
Cash Flows from Financing Activities:
Retirement of long-term debt		(498)
Net repayments of short-term borrowings and current portion of long-term debt	(8)	(9)
Principal payments under capital lease obligations		(1)
Proceeds from issuance of commercial paper	418
Proceeds from issuance of preferred stock	400
Proceeds from the exercise of stock options	50	12
Repurchases of common stock for treasury	(1,901)
Dividends paid	(136)	(133)
Net cash used in by financing activities	(1,177)	(629)
Effect of exchange rates on cash	5	(63)
Net increase (decrease) in cash and cash equivalents	264	(191)
Cash and cash equivalents at beginning of period	4,704	4,988
Cash and cash equivalents at end of period	$ 4,968	$ 4,797

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Note 10 - Acquisition (Details) (USD $)				0 Months Ended		3 Months Ended			0 Months Ended	3 Months Ended		3 Months Ended
	Mar. 31, 2014	Jan. 15, 2014 Revenues Generated by Samsung Corning Precision Materials [Member] Samsung Corning Precision Materials Co., Ltd. [Member]	Jan. 15, 2014 Volume of Certain Sales [Member] Samsung Corning Precision Materials Co., Ltd. [Member]	Jan. 15, 2014 Additional Amount Issued at Closing [Member] Convertible Preferred Stock, Series A [Member] Samsung Display Co., Ltd. [Member]	Sep. 30, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Samsung Display Co., Ltd. [Member]	Mar. 31, 2014 Samsung Corning Precision Materials Co., Ltd. [Member] Corning Inc. [Member]	Dec. 31, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Corning Inc. [Member]	Sep. 30, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Corning Inc. [Member]	Jan. 15, 2014 Convertible Preferred Stock, Series A [Member] Samsung Display Co., Ltd. [Member]	Mar. 31, 2014 Convertible Preferred Stock, Series A [Member] Samsung Display Co., Ltd. [Member]	Jan. 15, 2014 Convertible Preferred Stock, Series A [Member]	Mar. 31, 2014 Samsung Corning Precision Materials Co., Ltd. [Member]	Jan. 15, 2014 Samsung Corning Precision Materials Co., Ltd. [Member]
Note 10 - Acquisition (Details) [Line Items]
Equity Method Investment, Ownership Percentage					42.50%		57.00%	50.00%
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain						$ 394,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 100										$ 100
Preferred Stock, Shares Issued (in Shares)	2,300								2,300
Share Price (in Dollars per share)									$ 1,000,000
Stock Issued During Period, Shares, Acquisitions (in Shares)									1,900	1,900
Stock Issued During Period, Shares, New Issues (in Shares)				400
Stock Issued During Period, Value, Acquisitions									1,900,000,000
Settlement of Pre-Existing Customer Relationship												320,000,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High		665,000,000	100,000,000
Business Combination, Contingent Consideration, Liability													196,000,000
Cash Dividends Paid by Consolidated Subsidiaries												2,800,000,000
Business Combination, Acquisition Related Costs												90,000,000
Business Combination, Increase in Net Sales from Consolidation of the Acquiree												428,000,000
Business Combination, Increase in Net Income from Consolidation of the Acquiree												$ 113,000,000

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Note 11 - Property, Net of Accumulated Depreciation (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

	March 31, 2014		December 31, 2013
Land	$	496	$	121
Buildings		5,619		4,175
Equipment		13,683		12,286
Construction in progress		1,687		1,084
		21,485		17,666
Accumulated depreciation		(8,141)		(7,865)
Total	$	13,344	$	9,801

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Note 12 - Goodwill and Other Intangible Assets (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Note 12 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill, Gross	$ 7,600,000,000		$ 7,500,000,000
Amortization of Intangible Assets	8,000,000	7,000,000
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	34,000,000
Finite-Lived Intangible Assets, Amortization Expense, Year Two	33,000,000
Finite-Lived Intangible Assets, Amortization Expense, Year Three	32,000,000
Finite-Lived Intangible Assets, Amortization Expense, Year Four	32,000,000
Finite-Lived Intangible Assets, Amortization Expense, Year Five	32,000,000
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	32,000,000
Optical Communications [Member]
Note 12 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill, Impaired, Accumulated Impairment Loss	$ 6,500,000,000		$ 6,500,000,000

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Note 15 - Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

15.      Fair Value Measurements

Fair value standards under U.S. GAAP define fair value, establish a framework for measuring fair value in applying generally accepted accounting principles, and require disclosures about fair value measurements.  The standards also identify two kinds of inputs that are used to determine the fair value of assets and liabilities: observable and unobservable.  Observable inputs are based on market data or independent sources while unobservable inputs are based on the Company’s own market assumptions.  Once inputs have been characterized, the inputs are prioritized into one of three broad levels (provided in the table below) used to measure fair value.  Fair value standards apply whenever an entity is measuring fair value under other accounting pronouncements that require or permit fair value measurement and require the use of observable market data when available.

The following tables provide fair value measurement information for the Company’s major categories of financial assets and liabilities measured on a recurring basis (in millions):

			Fair value measurements at reporting date using
	March 31, 2014		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Current assets:
Short-term investments	$	644	$	644
Other current assets (1)	$	259			$	259
Non-current assets:
Other assets (1)(2)	$	160			$	160
Current liabilities:
Other accrued liabilities (1)	$	8			$	8
Non-current liabilities:
Other liabilities (1)	$	23			$	23

(1) Derivative assets and liabilities include foreign exchange forward and purchased collar contracts, and interest rate swaps which are measured using observable quoted prices for similar assets and liabilities.

(2) Other assets include asset backed securities which are measured using observable quoted prices for similar assets.

			Fair value measurements at reporting date using
	December 31, 2013		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Current assets:
Short-term investments	$	531	$	531
Other current assets (1)	$	372			$	372
Non-current assets:
Other assets (1)(2)	$	128			$	128
Current liabilities:
Other accrued liabilities (1)	$	9			$	9
Non-current liabilities:
Other liabilities (1)	$	28			$	28

(1) Derivative assets and liabilities include foreign exchange forward and purchased collar contracts, and interest rate swaps which are measured using observable quoted prices for similar assets and liabilities.

(2) Other assets include asset backed securities which are measured using observable quoted prices for similar assets.

As a result of the Acquisition of Samsung Corning Precision Materials, the Company has contingent consideration that was measured using unobservable (Level 3) inputs.  This contingent consideration arrangement potentially requires additional consideration to be paid between the parties in 2018: one based on projections of future revenues generated by the business of Samsung Corning Precision Materials for the period between acquisition date and December 31, 2017, which is subject to a cap of $665 million; and another based on the volumes of certain sales during the same period, which is subject to a separate cap of $100 million.  The fair value of the potential receipt of the contingent consideration in 2018 in the amount of $196 million recognized on the acquisition date was estimated by applying an option pricing model using the Company’s projection of future revenues generated by Corning Precision Materials.  Changes in the fair value of the contingent consideration in future periods will be valued using an option pricing model and will be recorded in Corning’s results in the period of the change.  As of March 31, 2014, there were no significant changes in the recognized amounts or range of outcomes for the contingent consideration recognized as a result of the Acquisition of Samsung Corning Precision Materials.  As of December 31, 2013, the Company did not have any financial assets or liabilities that were measured on a recurring basis using unobservable (or Level 3) inputs.

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Note 12 - Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

	Optical Communications		Display Technologies		Specialty Materials		Life Sciences		Total
Balance at December 31, 2013	$	240	$	9	$	150	$	603	$	1,002
Acquired goodwill (1)				68		54				122
Foreign currency translation adjustment								1		1
Balance at March 31, 2014	$	240	$	77	$	204	$	604	$	1,125

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	March 31, 2014						December 31, 2013
	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Amortized intangible assets:
Patents, trademarks, and trade names	$	307	$	141	$	166	$	290	$	138	$	152
Customer lists and other		427		53		374		436		48		388
Total	$	734	$	194	$	540	$	726	$	186	$	540

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Note 17 - Share-based Compensation

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

17.      Share-based Compensation

Stock Compensation Plans

The Company measures and recognizes compensation cost for all share-based payment awards made to employees and directors based on estimated fair values.  Fair values for stock options were estimated using a multiple-point Black-Scholes valuation model.  Share-based compensation cost was approximately $15 million and $11 million for the three months ended March 31, 2014 and 2013, respectively.  Amounts for all periods presented included compensation expense for employee stock options and time-based restricted stock and restricted stock units.

Stock Options

Corning’s stock option plans provide non-qualified and incentive stock options to purchase authorized but unissued shares, or treasury shares, at the market price on the grant date and generally become exercisable in installments from one to five years from the grant date.  The maximum term of non-qualified and incentive stock options is 10 years from the grant date.

The following table summarizes information concerning stock options outstanding including the related transactions under the stock option plans for the three months ended March 31, 2014:

	Number of Shares (in thousands)	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value (in thousands)
Options Outstanding as of December 31, 2013	57,139	$17.83
Granted	528	20.80
Exercised	(4,571)	11.75
Forfeited and Expired	(161)	15.85
Options Outstanding as of March 31, 2014	52,935	18.39	4.95	$201,401
Options Expected to Vest as of March 31, 2014	52,817	18.40	4.95	200,454
Options Exercisable as of March 31, 2014	40,470	19.78	3.90	114,511

The aggregate intrinsic value (market value of stock less option exercise price) in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price on March 31, 2014, which would have been received by the option holders had all option holders exercised their “in-the-money” options as of that date.

As of March 31, 2014, there was approximately $17 million of unrecognized compensation cost related to stock options granted under the plans.  The cost is expected to be recognized over a weighted-average period of 1.4 years.  Compensation cost related to stock options was approximately $6 million and $5 million for the three months ended March 31, 2014 and 2013, respectively.

Proceeds received from the exercise of stock options were $50 million and $12 million for the three months ended March 31, 2014 and 2013, respectively.  Proceeds received from the exercise of stock options were included in financing activities on the Company’s Consolidated Statements of Cash Flows.  The total intrinsic value of options exercised for the three months ended March 31, 2014 and 2013 was approximately $32 million and $13 million, respectively, which is currently deductible for tax purposes.  However, these tax benefits were not fully recognized due to net operating loss carryforwards available to the Company.  Refer to Note 5 (Income Taxes) to the consolidated financial statements.

The following inputs were used for the valuation of option grants under our stock option plans:

	Three months ended March 31,
	2014			2013
Expected volatility	46.2	-	46.2%	47.1	-	47.4%
Weighted-average volatility	46.2	-	46.2%	47.1	-	47.4%
Expected dividends	2.09	-	2.09%	3.02	-	3.02%
Risk-free rate	2.2	-	2.2%	1.1	-	1.5%
Average risk-free rate	2.2	-	2.2%	1.4	-	1.4%
Expected term (in years)	7.2	-	7.2	5.8	-	7.2
Pre-vesting departure rate	0.5	-	0.5%	0.4	-	4.1%

Expected volatility is based on a blended approach 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 assumption is the period of time 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 rate assumption is the implied rate for a zero-coupon U.S. Treasury bond with a term equal to the option’s expected term.  The ranges in the table above reflect results from separate groups of employees exhibiting different exercise behavior.

Incentive Stock Plans

The Corning Incentive Stock Plan permits 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 are granted at the closing market price on the grant date, contingently vest over a period of generally one to ten years, and generally have contractual lives of one to ten years.  The fair value of each restricted stock grant or restricted stock unit awarded under the Incentive Stock Plan was estimated on the date of grant.

Time-Based Restricted Stock and Restricted Stock Units:

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.

The following table represents a summary of the status of the Company’s non-vested time-based restricted stock and restricted stock units as of December 31, 2013, and changes which occurred during the three months ended March 31, 2014:

	Shares (000’s)	Weighted Average Grant-Date Fair Value
Non-vested shares and share units at December 31, 2013	6,108	$	14.58
Granted	1,270		20.28
Vested	(1,011)		18.57
Forfeited	(7)		14.91
Non-vested shares and share units at March 31, 2014	6,360	$	15.08

As of March 31, 2014, there was approximately $44 million of unrecognized compensation cost related to non-vested time-based restricted stock and restricted stock units compensation arrangements granted under the Plan.  The cost is expected to be recognized over a weighted-average period of 1.8 years.  Compensation cost related to time-based restricted stock and restricted stock units was approximately $9 million and $6 million for the three months ended March 31, 2014 and 2013, respectively.

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Note 13 - Employee Retirement Plans (Details) - Summary of Net Periodic Benefit Cost (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Pension Plan, Defined Benefit [Member]
Note 13 - Employee Retirement Plans (Details) - Summary of Net Periodic Benefit Cost [Line Items]
Service cost	$ 16	$ 19
Interest cost	38	34
Expected return on plan assets	(43)	(42)
Amortization of prior service cost (credit)	2	1
Total pension and postretirement benefit expense	13	12
Other Pension Plan, Postretirement or Supplemental Plans, Defined Benefit [Member]
Note 13 - Employee Retirement Plans (Details) - Summary of Net Periodic Benefit Cost [Line Items]
Service cost	3	4
Interest cost	9	10
Amortization of net loss		4
Amortization of prior service cost (credit)	(1)	(2)
Total pension and postretirement benefit expense	$ 11	$ 16

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

In the first quarter of 2014, Corning issued 1,900 shares of Preferred Stock to Samsung Display Co., Ltd. in connection with the acquisition of their equity interests in Samsung Corning Precision Materials Co., Ltd. (Note 10).

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income attributable to Corning Incorporated	$ 301	$ 494
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(132)	(505)
Net unrealized gains on investments	13	7
Unamortized gains (losses) and prior service costs for postretirement benefit plans	9	(1)
Net unrealized (losses) gains on designated hedges	(4)	11
	(114)	(488)
Comprehensive income attributable to Corning Incorporated	$ 187	$ 6

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Note 10 - Acquisition

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

10.      Acquisition

On January 15, 2014, Corning entered into a series of strategic and financial agreements pursuant to the Framework Agreement with Samsung Display, previously announced on October 22, 2013, to acquire the remaining common shares of Samsung Corning Precision Materials. The transaction is expected to strengthen product and technology collaborations between the two companies and allow Corning to extend its leadership in specialty glass and drive earnings growth.

The Acquisition was accounted for under the purchase method of accounting in accordance with business combination accounting guidance.  Accordingly, the preliminary purchase price was allocated to the assets acquired and liabilities assumed based on their fair value on the date of Acquisition.  The fair value was determined based on the fair value of consideration transferred for the 42.5% of Samsung Display’s shares.  Corning recognized a gain in the amount of $394 million in current period earnings, which was calculated from the pre-acquisition fair value of its previously held equity investment.

The following table summarizes the consideration transferred to acquire Samsung Corning Precision Materials, as well as the fair value of the non-controlling interest in Samsung Corning Precision Materials at the acquisition date.

Fair Value of Samsung Corning Precision Materials on Acquisition Date (in millions):

Corning Preferred Shares	$	1,911
Settlement of pre-existing contract		(136)
Contingent consideration		(196)
Total consideration transferred		1,579
Fair value of equity investment		2,139
Total	$	3,718

In connection with the purchase of Samsung Display’s equity interest in Samsung Corning Precision Materials pursuant to the Framework Agreement, the Company designated a new series of its preferred stock as Fixed Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share (“Preferred Stock”).  As contemplated by the Framework Agreement, Samsung Display became the owner of 2,300 shares of Preferred Stock (with an issue price of $1 million per share), of which 1,900 shares were issued in connection with the Acquisition and 400 shares were issued for cash.

Corning issued 1,900 Preferred Shares as consideration in the Acquisition of Samsung Corning Precision Materials which had a fair value of $1.9 billion on the acquisition date. The fair value was determined using an option pricing model based on the features of the instrument.  That measure is based on Level 2 inputs observable in the market such as Corning’s common stock price and dividend yield.

At Acquisition, in addition to the $394 million gain on our previously held equity investment, the Company also recorded the effective settlement of a pre-existing contract with Samsung Corning Precision Materials related to a technology license agreement.  The contract was valued using the Income Approach, specifically a relief from royalty method.  As a result, a loss of $320 million was recorded in the first quarter of 2014.

The Acquisition also includes a contingent consideration arrangement that potentially requires additional consideration to be paid between the parties in 2018: one based on projections of future revenues generated by the business of Samsung Corning Precision Materials for the period between acquisition date and December 31, 2017, which is subject to a cap of $665 million; and another based on the volumes of certain sales during the same period, which is subject to a separate cap of $100 million. The fair value of the potential receipt of the contingent consideration in 2018 in the amount of $196 million recognized on the acquisition date was estimated by applying an option pricing model using the Company’s projections of future revenues generated by Corning Precision Materials.

As of March 31, 2014, there were no significant changes in the recognized amounts or range of outcomes for the contingent consideration recognized as a result of the Acquisition of Samsung Corning Precision Materials.

The following table summarizes the amounts of identified assets acquired and liabilities assumed at acquisition date.  Corning has not completed its accounting for the Acquisition and its review of deferred taxes; therefore, amounts are subject to change.

Recognized amounts of identified assets acquired and liabilities assumed (in millions):

Cash and cash equivalents (1)	$	133
Trade Receivables		353
Inventory		119
Property, plant and equipment		3,603
Other current and non-current assets		80
Debt – current		(32)
Accounts payable and accrued expenses		(343)
Other current and non-current liabilities		(278)
Total identified net assets		3,635
Non-controlling interests		15
Fair value of Samsung Corning Precision Materials on acquisition date		(3,718)
Goodwill (2)	$	68

(1) Cash and cash equivalents acquired is presented net of the 2014 dividend distribution subsequent to the Acquisition, in the amount of $2.8 billion.

(2) The goodwill recognized is not deductible for U.S. income tax purposes.  The goodwill was allocated to the Display segment.

The goodwill is primarily attributable to the workforce of the acquired business and the synergies expected to arise after the Acquisition of Samsung Corning Precision Materials. Acquisition-related costs of $90 million in the three months ended March 31, 2014 included costs for post combination compensation expense, legal, accounting, valuation and other professional services and were included in selling, general and administrative expenses in the Consolidated Statements of Income.  In the first quarter of 2014, the consolidation of Corning Precision Materials added $428 million to Net sales and $113 million to Net income attributable to Corning Incorporated.

Unaudited Pro Forma Financial Information

The unaudited pro forma combined consolidated statement of income for the quarter ended March 31, 2013, was derived from the unaudited financial statements of Corning and Samsung Corning Precision Materials for the quarter ended March 31, 2013, and is presented to show how Corning might have looked had the Acquisition occurred as of January 1, 2013.

The unaudited pro forma combined consolidated financial information was prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  The unaudited pro forma adjustments reflecting the Acquisition have been prepared in accordance with the business combination accounting guidance and reflect the preliminary allocation of the purchase price to the acquired assets and liabilities based upon the preliminary estimate of fair values, using the assumptions set forth above.

(in millions, except per share data)	Three months ended March 31, 2013
Net sales	$	2,388
Net income from continuing operations - basic	$	620
Net income from continuing operations - diluted	$	644
Earnings per common share attributable to common shareholders
Basic	$	0.42
Diluted	$	0.40
Shares used in computing per share amounts
Basic		1,472
Diluted		1,596

There were no other significant acquisitions for the three months ended March 31, 2014, and for the year ended December 31, 2013.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 15, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	CORNING INC /NY
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,308,476,050
Amendment Flag	false
Entity Central Index Key	0000024741
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

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Note 11 - Property, Net of Accumulated Depreciation

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

11.      Property, Net of Accumulated Depreciation

Property, net of accumulated depreciation follows (in millions):

	March 31, 2014		December 31, 2013
Land	$	496	$	121
Buildings		5,619		4,175
Equipment		13,683		12,286
Construction in progress		1,687		1,084
		21,485		17,666
Accumulated depreciation		(8,141)		(7,865)
Total	$	13,344	$	9,801

The increase in Property, net of accumulated depreciation, in the first quarter of 2014 is entirely driven by the Acquisition of Samsung Corning Precision Materials, which added $3.6 billion to this balance.

In the three months ended March 31, 2014 and 2013, interest costs capitalized as part of Property, net of accumulated depreciation, were $10 million and $9 million, respectively.

Manufacturing equipment includes certain components of production equipment that are constructed of precious metals.  At March 31, 2014 and December 31, 2013, the recorded value of precious metals each totaled $3.3 billion and $2.2 billion, respectively.  Depletion expense for precious metals in the three months ended March 31, 2014 and 2013 totaled $8 million and $6 million, respectively.  The consolidation of Corning Precision Materials added approximately $1.1 billion in precious metals and approximately $2 million of depletion expense in the first quarter of 2014.

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Note 18 - Significant Customers (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Significant Customers [Abstract]
Number of Significant Customers	1	0

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Consolidated Balance Sheets (Unaudited) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 4,968	$ 4,704
Short-term investments, at fair value (Note 7)	644	531
Total cash, cash equivalents and short-term investments	5,612	5,235
Trade accounts receivable, net of doubtful accounts and allowances - $32 and $28	1,588	1,253
Inventories (Note 8)	1,395	1,270
Deferred income taxes (Note 5)	321	278
Other current assets	697	855
Total current assets	9,613	8,891
Investments (Note 9)	1,976	5,537
Property, net of accumulated depreciation - $8,141 and $7,865 (Note 11)	13,344	9,801
Goodwill and other intangible assets, net (Note 12)	1,665	1,542
Deferred income taxes (Note 5)	2,180	2,234
Other assets	766	473
Total Assets	29,544	28,478
Current liabilities:
Current portion of long-term debt (Note 4)	468	21
Accounts payable	732	771
Other accrued liabilities (Note 3)	846	954
Total current liabilities	2,046	1,746
Long-term debt (Note 4)	3,224	3,272
Postretirement benefits other than pensions	766	766
Other liabilities (Note 3)	1,789	1,483
Total liabilities	7,825	7,267
Commitments and contingencies (Note 3)
Shareholders’ equity (Note 16):
Convertible preferred stock, Series A – Par value $100 per share; Shares authorized 3,100; Shares issued: 2,300	2,300
Common stock – Par value $0.50 per share; Shares authorized 3.8 billion; Shares issued: 1,667 million and 1,661 million	833	831
Additional paid-in capital – common stock	13,072	13,066
Retained earnings	11,465	11,320
Treasury stock, at cost; Shares held: 361 million and 262 million	(5,950)	(4,099)
Accumulated other comprehensive (loss) income	(70)	44
Total Corning Incorporated shareholders’ equity	21,650	21,162
Noncontrolling interests	69	49
Total equity	21,719	21,211
Total Liabilities and Equity	$ 29,544	$ 28,478

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Note 5 - Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

5.      Income Taxes

Our provision for income taxes and the related effective income tax rates were as follows (in millions):

	Three months ended March 31,
	2014		2013
Provision for income taxes	$	(180)	$	(34)
Effective tax rate		37.4%		6.4%

For the three months ended March 31, 2014, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following benefits:

·   Rate differences on income (loss) of consolidated foreign companies, including the benefit of excess foreign tax credits attributable to a deemed distribution to the U.S. of a portion of foreign current year earnings;

·   Equity in earnings of nonconsolidated affiliates reported in the financials net of tax; and

·   Tax incentives in foreign jurisdictions, primarily Taiwan.

These benefits were more than offset principally by a discrete tax charge in the first quarter of 2014 in the amount of $102 million related to South Korean withholding tax on a dividend paid by Samsung Corning Precision Materials to Corning wholly owned foreign subsidiaries.

For the three months ended March 31, 2013, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following benefits:

·   Rate differences on income (loss) of consolidated foreign companies;

·   Equity in earnings of nonconsolidated affiliates reported in the financials net of tax;

·   $54 million to record the impact of the American Taxpayer Relief Act enacted on January 3, 2013 retroactive to 2012; and

·   Tax incentives in foreign jurisdictions, primarily Taiwan.

Corning’s subsidiary in Taiwan is operating under tax holiday arrangements.  The benefit of the arrangement phases out through 2018.  The impact of the tax holiday on our effective tax rate is a reduction in the rate of 1.2 and 1.5 percentage points for the three months ended March 31, 2014 and 2013, respectively.

Corning continues to indefinitely reinvest substantially all of its foreign earnings, with the exception of approximately $7 million of current earnings in 2014 that have very low or no tax cost associated with their repatriation.  Our current analysis indicates that we have sufficient U.S. liquidity, including borrowing capacity, to fund foreseeable U.S. cash needs without requiring the repatriation of foreign cash.  One time or unusual items that may impact our ability or intent to keep our foreign earnings and cash indefinitely reinvested include significant U.S. acquisitions, stock repurchases, shareholder dividends, changes in tax laws or the development of tax planning ideas that allow us to repatriate earnings at little or no tax cost, and/or a change in our circumstances or economic conditions that negatively impact our ability to borrow or otherwise fund U.S. needs from existing U.S. sources.  While it remains impracticable to calculate the tax cost of repatriating our total unremitted foreign earnings, such cost could be material to the results of operations of Corning in a particular period.

While we expect the amount of unrecognized tax benefits to change in the next 12 months, we do not expect the change to have a significant impact on the results of operations or our financial position.

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Note 4 - Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

4.      Debt

Based on borrowing rates currently available to us for loans with similar terms and maturities, the fair value of long-term debt was $3.5 billion at March 31, 2014 and December 31, 2013, compared to recorded book values of $3.2 billion at March 31, 2014 and $3.3 billion at December 31, 2013.  The Company measures the fair value of its long-term debt using Level 2 inputs based primarily on current market yields for its existing debt traded in the secondary market.

2014

At March 31, 2014, Corning had $418 million in outstanding commercial paper as part of the Company’s commercial paper program established in the second quarter of 2013.  The estimated fair value of this commercial paper approximates its carrying value due to the short-term maturities.

2013

In the first quarter of 2013, we amended and restated our existing revolving credit facility.  The amended facility provides a $1.0 billion unsecured multi-currency line of credit that expires in March 2018.  The facility includes a leverage test (debt to capital ratio) financial covenant.  As of March 31, 2014, we were in compliance with this covenant.

In the first quarter of 2013, Corning repaid the aggregate principal amount and accrued interest outstanding on the credit facility entered into in the second quarter of 2011 that allowed Corning to borrow up to Chinese Renminbi (RMB) 4.0 billion.  The total amount repaid was approximately $500 million.  Upon repayment, this facility was terminated.

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Note 16 - Shareholders' Equity

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

16.      Shareholders’ Equity

Fixed Rate Cumulative Convertible Preferred Stock, Series A

On January 15, 2014, Corning designated a new series of its preferred stock as Fixed Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share, and issued 1,900 shares of Preferred Stock at an issue price of $1 million per share, for an aggregate issue price of $1.9 billion, to Samsung Display in connection with the Acquisition of their equity interests in Samsung Corning Precision Materials.  Corning also issued to Samsung Display an additional amount of Preferred Stock at closing, for an aggregate issue price of $400 million in cash.

Dividends on the Preferred Stock are cumulative and accrue at the annual rate of 4.25% on the per share issue price of $1 million.  The dividends are payable quarterly as and when declared by the Company’s board of directors.  The Preferred Stock ranks senior to our common stock with respect to payment of dividends and rights upon liquidation.  The Preferred Stock is not redeemable except in the case of a certain deemed liquidation event, the occurrence of which is under the control of the Company.  The Preferred Stock is convertible at the option of the holder and the Company upon certain events, at a conversion rate of 50,000 shares of Corning’s common stock per one share of Preferred Stock, subject to certain anti-dilution provisions.  Following the seventh anniversary of the closing of the Acquisition, the Preferred Stock will be convertible, in whole or in part, at the option of the holder.  The Company has the right, at its option, to cause some or all of the shares of Preferred Stock to be converted into Common Stock, if, for 25 trading days (whether or not consecutive) within any period of 40 consecutive trading days, the closing price of Common Stock exceeds $35 per share.  If the aforementioned right becomes exercisable before the seventh anniversary of the closing, the Company must first obtain the written approval of the holders of a majority of the Preferred Stock before exercising its conversion right.  The Preferred Stock does not have any voting rights except as may be required by law.

Share Repurchases

On October 31, 2013, as part of the previously authorized share repurchase program announced on April 24, 2013, Corning entered into an accelerated share repurchase (“ASR”) agreement with JP Morgan Chase Bank, National Association, London Branch (“JPMC”).  Under the ASR agreement with JPMC, Corning agreed to purchase $1 billion of its common stock, in total, with an initial delivery by JPMC of 47.1 million shares based on the current market price, and payment of $1 billion made by Corning to JPMC.  The payment to JPMC was recorded as a reduction to shareholders’ equity, consisting of an $800 million increase in treasury stock, which reflects the value of the initial 47.1 million shares received upon execution, and a $200 million decrease in other-paid-in capital, which reflects the value of the stock held back by JPMC pending final settlement.  On January 28, 2014, the ASR agreement with JPMC was completed.  Corning received an additional 10.5 million shares on January 31, 2014 to settle the ASR agreement.  In total, Corning purchased 57.6 million shares based on the average daily volume weighted-average price of Corning’s common stock during the term of the ASR agreement with JPMC, less a discount.  The program announced on April 24, 2013 was finalized in the first quarter of 2014.

On March 3, 2014, as part of the $2.0 billion share repurchase program announced on October 22, 2013 and made effective concurrent with the closing of Corning’s Acquisition of Samsung Corning Precision Materials on January 15, 2014, Corning entered into an ASR agreement with Citibank N.A. (“Citi”).  Under the ASR agreement with Citi, Corning agreed to purchase $1.25 billion of its common stock, in total, with an initial delivery by Citi of 52.5 million shares based on the current market price, and payment of $1.25 billion made by Corning to Citi.  The payment to Citi was recorded as a reduction to shareholders’ equity, consisting of a $1.0 billion increase in treasury stock, which reflects the value of the initial 52.5 million shares received upon execution, and a $250 million decrease in other-paid-in capital, which reflects the value of the stock held back by Citi pending final settlement.  The ASR agreement with Citi is expected to be completed in the second quarter of 2014.

In addition to the ASR agreements, during the first quarter of 2014, we repurchased 26.7 million shares of common stock on the open market for approximately $484 million as part of the share repurchase program announced on April 24, 2013, and 8.7 million shares of common stock on the open market for approximately $167 million as part of the share repurchase program made effective on January 15, 2014.

Accumulated Other Comprehensive Income

In the first three months of 2014 and 2013, the primary changes in accumulated other comprehensive income (“AOCI”) were related to the foreign currency translation component.  In the first three months of 2014, a $136 million cumulative foreign currency translation gain was released to income as a result of the step acquisition of Samsung Corning Precision Materials and included in the gain on previously held equity investment.  In the first three months of 2013, foreign currency translation losses of $505 million were recognized in AOCI (Corning: $329 million; equity method affiliates: $176 million).  There are no material tax effects related to foreign currency translation gain and losses.

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Note 12 - Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

12.      Goodwill and Other Intangible Assets

The carrying amount of goodwill by segment for the periods ended March 31, 2014 and December 31, 2013 is as follows (in millions):

	Optical Communications		Display Technologies		Specialty Materials		Life Sciences		Total
Balance at December 31, 2013	$	240	$	9	$	150	$	603	$	1,002
Acquired goodwill (1)				68		54				122
Foreign currency translation adjustment								1		1
Balance at March 31, 2014	$	240	$	77	$	204	$	604	$	1,125

(1)   The Company recorded the acquisition of Samsung Corning Precision Materials and a small acquisition in the Specialty Materials segment in the first quarter of 2014.  Refer to Note 10 (Acquisition) to the Consolidated Financial Statements for additional information on the Acquisition of Samsung Corning Precision Materials.

Corning’s gross goodwill balances for the periods ended March 31, 2014 and December 31, 2013 were $7.6 billion and $7.5 billion, respectively.  Accumulated impairment losses were $6.5 billion for the periods ended March 31, 2014 and December 31, 2013, and were generated entirely through goodwill impairments related to the Optical Communications segment recorded primarily in 2001.

Other intangible assets are as follows (in millions):

	March 31, 2014						December 31, 2013
	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Amortized intangible assets:
Patents, trademarks, and trade names	$	307	$	141	$	166	$	290	$	138	$	152
Customer lists and other		427		53		374		436		48		388
Total	$	734	$	194	$	540	$	726	$	186	$	540

Corning’s amortized intangible assets are primarily related to the Optical Communications and Life Sciences segments.  The net carrying amount of intangible assets remained the same during the first three months of 2014, primarily due to amortization of $8 million offset by a small acquisition and foreign currency translation adjustments.

Amortization expense related to these intangible assets is estimated to be $34 million for 2014, $33 million for 2015 and $32 million annually from 2016 to 2019.

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Note 8 - Inventories

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

8.      Inventories

Inventories comprise the following (in millions):

	March 31, 2014		December 31, 2013
Finished goods	$	535	$	486
Work in process		238		234
Raw materials and accessories		317		311
Supplies and packing materials		305		239
Total inventories	$	1,395	$	1,270

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Note 10 - Acquisition (Details) - Fair Value of Consideration Transferred (USD $) In Millions, unless otherwise specified	0 Months Ended
	Jan. 15, 2014
Fair Value of Consideration Transferred [Abstract]
Corning Preferred Shares	$ 1,911
Settlement of pre-existing contract	(136)
Contingent consideration	(196)
Total consideration transferred	1,579
Fair value of equity investment	2,139
Total	$ 3,718

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Note 6 - Earnings Per Common Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

6.      Earnings per Common Share

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

	Three months ended March 31,
	2014		2013
Net income attributable to Corning Incorporated	$	301	$	494
Less:  Series A convertible preferred stock dividend		(21)
Net income available to common stockholders - basic		280		494
Net income available to common stockholders - diluted	$	280	$	494
Weighted-average common shares outstanding - basic		1,359		1,472
Effect of dilutive securities:
Stock options and other dilutive securities		11		9
Weighted-average common shares outstanding - diluted		1,370		1,481
Basic earnings per common share	$	0.21	$	0.33
Diluted earnings per common share	$	0.20	$	0.33
Antidilutive potential shares excluded from diluted earnings per common share:
Series A convertible preferred stock		97
Employee stock options and awards		29		47
Accelerated share repurchase forward contract		12
Total		138		47

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Note 7 - Available-for-Sale Investments

3 Months Ended

Mar. 31, 2014

Available For Sale Investments [Abstract]

Available For Sale Investments [Text Block]

7.      Available-for-Sale Investments

The following is a summary of the fair value of available-for-sale investments (in millions):

	Amortized cost				Fair value
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Bonds, notes and other securities:
U.S. government and agencies	$	637	$	530	$	637	$	531
Equity securities	$	6			$	7
Total short-term investments	$	643	$	530	$	644	$	531
Asset-backed securities	$	45	$	46	$	40	$	38
Total long-term investments	$	45	$	46	$	40	$	38

We do not intend to sell, nor do we believe it is more likely than not that we would be required to sell, the long-term investment asset-backed securities (which are collateralized by mortgages) before recovery of their amortized cost basis.  It is possible that a significant degradation in the delinquency or foreclosure rates in the underlying assets could cause further temporary or other-than-temporary impairments in the future.

The following table summarizes the contractual maturities of available-for-sale securities at March 31, 2014 (in millions):

Less than one year	$468
Due in 1-5 years	169
Due in 5-10 years
Due after 10 years (1)	40
Total	$677

(1) Includes $40 million of asset-based securities that mature over time and are being reported at their final maturity dates.

Unrealized gains and losses, net of tax, are computed on a specific identification basis and are reported as a separate component of accumulated other comprehensive (loss) income in shareholders’ equity until realized.

The following tables provide the fair value and gross unrealized losses of the Company’s investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2014 and December 31, 2013 (dollars in millions):

		March 31, 2014
		12 months or greater				Total
	Number of securities in a loss position	Fair value		Unrealized losses (1)		Fair value		Unrealized losses
Asset-backed securities	20	$	39	$	(5)	$	39	$	(5)
Total long-term investments	20	$	39	$	(5)	$	39	$	(5)

(1) Unrealized losses in securities less than 12 months were not significant.

		December 31, 2013
		12 months or greater				Total
	Number of securities in a loss position	Fair value		Unrealized losses (1)		Fair value		Unrealized losses
Asset-backed securities	20	$	38	$	(8)	$	38	$	(8)
Total long-term investments	20	$	38	$	(8)	$	38	$	(8)

(1) Unrealized losses in securities less than 12 months were not significant.

As of March 31, 2014 and December 31, 2013, for securities that have credit losses, an other than temporary impairment loss of $4 and $6 million, respectively, is recognized in accumulated other comprehensive (loss) income.

Proceeds from sales and maturities of short-term investments totaled approximately $0.3 billion and $0.5 billion for the three months ended March 31, 2014 and 2013, respectively.

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Note 9 - Investments

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

9.      Investments

Samsung Corning Precision Materials

Prior to December 2013, Corning owned 50% of its equity affiliate, Samsung Corning Precision Materials, Samsung Display owned 42.5% and three shareholders owned the remaining 7%. In the fourth quarter of 2013, in connection with a series of strategic and financial agreements with Samsung Display announced in October 2013, Corning acquired the minority interests of three shareholders in Samsung Corning Precision Materials for $506 million, which included payment for the transfer of non-operating assets and the pro-rata portion of cash on the Samsung Corning Precision Materials balance sheet at September 30, 2013. The resulting transfer of shares to Corning increased Corning’s ownership percentage of Samsung Corning Precision Materials from 50% to 57%. Because this transaction did not result in a change in control based on the governing articles of this entity, Corning did not consolidate this entity as of December 31, 2013.

As further discussed in Note 10 (Acquisition), on January 15, 2014, Corning completed the series of strategic and financial agreements to acquire the common shares of Samsung Corning Precision Materials previously held by Samsung Display. As a result of these transactions, Corning is now the owner of 100% of the common shares of Samsung Corning Precision Materials, which we have consolidated into our results beginning in the first quarter of 2014.  Operating under the name of Corning Precision Materials, the former Samsung Corning Precision Materials organization and operations was integrated into the Display Technologies segment in the first quarter of 2014.

Dow Corning Corporation (“Dow Corning”)

Summarized income statement information for Dow Corning is as follows for the three months ended March 31, 2014 and prior year comparative period: net sales $1,524 million (2013: $1,264 million), gross profit $483 million (2013: $324 million) and net income attributable to Dow Corning $191 million (2013: $62 million).  Dow Corning’s net income in the first quarter of 2014 includes a pre-tax gain on a derivative instrument of $99 million (after tax and non-controlling interests, Corning’s share was approximately $32 million).

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Note 11 - Property, Net of Accumulated Depreciation (Details) - Property, Net (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 21,485	$ 17,666
Accumulated depreciation	(8,141)	(7,865)
Total	13,344	9,801
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	496	121
Building [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5,619	4,175
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13,683	12,286
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,687	$ 1,084

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Note 12 - Goodwill and Other Intangible Assets (Details) - Carrying Amount of Goodwill by Segment (USD $) In Millions, unless otherwise specified	3 Months Ended				3 Months Ended
	Mar. 31, 2014		Mar. 31, 2014 Optical Communications [Member]	Dec. 31, 2013 Optical Communications [Member]	Mar. 31, 2014 Display Technologies [Member]		Mar. 31, 2014 Specialty Materials [Member]		Mar. 31, 2014 Life Sciences [Member]
Goodwill [Line Items]
Balance	$ 1,002		$ 240	$ 240	$ 9		$ 150		$ 603
Acquired goodwill (1)	122	[1]			68	[1]	54	[1]
Foreign currency translation adjustment	1								1
Balance	$ 1,125		$ 240	$ 240	$ 77		$ 204		$ 604

[1] The Company recorded the acquisition of Samsung Corning Precision Materials and a small acquisition in the Specialty Materials segment in the first quarter of 2014. Refer to Note 10 (Acquisition) to the Consolidated Financial Statements for additional information on the Acquisition of Samsung Corning Precision Materials.

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Note 11 - Property, Net of Accumulated Depreciation (Details) (USD $)	3 Months Ended			3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014 Increase from Consolidation of Samsung Corning Precision Materials [Member]	Mar. 31, 2014 Samsung Corning Precision Materials Co., Ltd. [Member]	Jan. 15, 2014 Samsung Corning Precision Materials Co., Ltd. [Member]
Note 11 - Property, Net of Accumulated Depreciation (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment					$ 3,600,000,000	$ 3,603,000,000
Interest Costs Capitalized	10,000,000	9,000,000
Precious Metals	3,300,000,000		2,200,000,000	1,100,000,000
Depletion	$ 8,000,000	$ 6,000,000		$ 2,000,000

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Note 10 - Acquisition (Tables)

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Corning Preferred Shares	$	1,911
Settlement of pre-existing contract		(136)
Contingent consideration		(196)
Total consideration transferred		1,579
Fair value of equity investment		2,139
Total	$	3,718

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash and cash equivalents (1)	$	133
Trade Receivables		353
Inventory		119
Property, plant and equipment		3,603
Other current and non-current assets		80
Debt – current		(32)
Accounts payable and accrued expenses		(343)
Other current and non-current liabilities		(278)
Total identified net assets		3,635
Non-controlling interests		15
Fair value of Samsung Corning Precision Materials on acquisition date		(3,718)
Goodwill (2)	$	68

Business Acquisition, Pro Forma Information [Table Text Block]

(in millions, except per share data)	Three months ended March 31, 2013
Net sales	$	2,388
Net income from continuing operations - basic	$	620
Net income from continuing operations - diluted	$	644
Earnings per common share attributable to common shareholders
Basic	$	0.42
Diluted	$	0.40
Shares used in computing per share amounts
Basic		1,472
Diluted		1,596

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Note 5 - Income Taxes (Details) - Provision for Income Taxes (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Provision for Income Taxes [Abstract]
Provision for income taxes	$ (180)	$ (34)
Effective tax rate	37.40%	6.40%

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Note 14 - Hedging Activities

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

14.      Hedging Activities

Undesignated Hedges

The table below includes a total gross notional value for the translated earnings contracts of $11.6 billion at March 31, 2014 (at December 31, 2013: $6.8 billion), comprising purchased collars of $4.5 billion (at December 31, 2013: $5.9 billion) and average rate forwards of $7.1 billion (at December 31, 2013: $0.9 billion).  With respect to the purchased collars, the gross notional amount includes the value of both the put and call options.  However, due to the nature of the purchased collar instruments, either the put or the call option can be exercised at maturity.  As of March 31, 2014, the total net notional value of the purchased collars was $2 billion (at December 31, 2013: $3 billion). 

The following tables summarize the notional amounts and respective fair values of Corning’s derivative financial instruments on a gross basis for March 31, 2014 and December 31, 2013 (in millions):

	U.S. Dollar		Asset derivatives			Liability derivatives
	Gross notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
	2014	2013		2014	2013		2014	2013
Derivatives designated as hedging instruments
Foreign exchange contracts	$   388	$   433	Other current assets	$    2	$    8	Other accrued liabilities	$ (3)	$ (3)
Interest rate contracts	$   550	$   550				Other liabilities	$(23)	$(28)
Derivatives not designated as hedging instruments
Foreign exchange contracts	$  1,100	$   804	Other current assets	$    9	$  20	Other accrued liabilities	$ (4)	$ (3)
Translated earnings contracts	$11,615	$6,826	Other current assets	$248	$344	Other accrued liabilities	$ (1)	$ (3)
			Other assets	$120	$  90
Total derivatives	$13,653	$8,613		$379	$462		$(31)	$(37)

The following tables summarize the effect of derivative financial instruments on Corning’s consolidated financial statements for the three months ended March 31, 2014 and 2013 (in millions):

	Effect of derivative instruments on the consolidated financial statements for the quarter ended March 31
Derivatives in hedging relationships	Gain/(loss) recognized in other comprehensive income (OCI)		Location of gain/(loss) reclassified from accumulated OCI into income (effective)	Gain reclassified from accumulated OCI into income (effective) (1)
	2014	2013		2014	2013
Interest rate hedges			Cost of sales	$0	$  8
Foreign exchange contracts	$(7)	$37	Other income, net	$0	$13
Total cash flow hedges	$(7)	$37		$0	$21

(1) The amount of hedge ineffectiveness at March 31, 2014 and 2013 was insignificant.

		Gain (loss) recognized in income (1)
Undesignated derivatives	Location	2014		2013
Foreign exchange contracts – balance sheet	Other income, net	$	(12)	$	47
Foreign exchange contracts – loans	Other income, net		4		58
Translated earnings contracts	Other income, net		2		24
Total undesignated		$	(6)	$	129

(1) Certain amounts for prior periods were reclassified to conform to the current presentation.  The gain (loss) on foreign exchange contracts is now disclosed in two categories, Foreign exchange contracts – balance sheet, and Foreign exchange contracts – loans.

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Note 19 - Reportable Segments

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

19.      Reportable Segments

Our reportable segments are as follows:

·   Display Technologies – manufactures liquid crystal display (“LCD”) glass for flat panel displays.

·   Optical Communications – manufactures carrier network and enterprise network components for the telecommunications industry.

·   Environmental Technologies – manufactures ceramic substrates and filters for automotive and diesel applications.  This reportable segment is an aggregation of our Automotive and Diesel operating segments as these two segments share similar economic characteristics, products, customer types, production processes and distribution methods.

·   Specialty Materials – manufactures products that provide more than 150 material formulations for glass, glass ceramics and fluoride crystals to meet demand for unique customer needs.

·   Life Sciences – manufactures glass and plastic labware, equipment, media and reagents to provide workflow solutions for scientific applications.

All other reportable segments that do not meet the quantitative threshold for separate reporting are grouped as “All Other.”  This group is primarily comprised of development projects and results for new product lines.

We prepared the financial results for our reportable segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions.  We included the earnings of equity affiliates that are closely associated with our reportable segments in the respective segment’s net income.  We have allocated certain common expenses among segments differently than we would for stand-alone financial information prepared in accordance with U.S. GAAP.  Segment net income may not be consistent with measures used by other companies.  The accounting policies of our reportable segments are the same as those applied in the consolidated financial statements.

Reportable Segments (in millions)

		Display Technologies		Optical Communications		Environmental Technologies		Specialty Materials		Life Sciences		All Other		Total
Three months ended   March 31, 2014
	Net sales	$	929	$	593	$	275	$	261	$	210	$	21	$	2,289
	Depreciation (1)	$	173	$	36	$	30	$	27	$	15	$	5	$	286
	Amortization of purchased intangibles			$	2					$	6			$	8
	Research, development and engineering expenses (2)	$	45	$	37	$	21	$	33	$	5	$	28	$	169
	Restructuring, impairment and other charges	$	5	$	12									$	17
	Equity in earnings of affiliated companies	$	(9)			$	1					$	2	$	(6)
	Income tax (provision) benefit	$	(198)	$	(19)	$	(21)	$	(16)	$	(8)	$	16	$	(246)
	Net income (loss) (3)	$	209	$	27	$	43	$	31	$	17	$	(40)	$	287
Three months ended   March 31, 2013
	Net sales	$	650	$	470	$	228	$	258	$	207	$	1	$	1,814
	Depreciation (1)	$	124	$	34	$	31	$	39	$	14	$	4	$	246
	Amortization of purchased intangibles			$	2					$	5			$	7
	Research, development and engineering expenses (2)	$	19	$	35	$	23	$	35	$	5	$	36	$	153
	Equity in earnings of affiliated companies	$	133	$	1							$	5	$	139
	Income tax (provision) benefit	$	(80)	$	(17)	$	(13)	$	(19)	$	(5)	$	15	$	(119)
	Net income (loss) (3)	$	349	$	35	$	27	$	39	$	12	$	(28)	$	434

(1) Depreciation expense for Corning’s reportable segments includes an allocation of depreciation of corporate property not specifically identifiable to a segment.

(2) Research, development, and engineering expenses include direct project spending that is identifiable to a segment.

(3) Many of Corning’s administrative and staff functions are performed on a centralized basis.  Where practicable, Corning charges these expenses to segments based upon the extent to which each business uses a centralized function.  Other staff functions, such as corporate finance, human resources and legal, are allocated to segments, primarily as a percentage of sales.

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

	Three months ended March 31,
	2014		2013
Net income of reportable segments	$	327	$	462
Non-reportable segments		(40)		(28)
Unallocated amounts:
Net financing costs (1)		(29)		(34)
Stock-based compensation expense		(15)		(11)
Exploratory research		(27)		(24)
Corporate contributions		(5)		(13)
Equity in earnings of affiliated companies, net of impairments (2)		92		34
Asbestos settlement		(2)		(2)
Purchased collars and average forward contracts		2		24
Other corporate items (3)		(2)		86
Net income	$	301	$	494

(1) Net financing costs include interest income, interest expense, and interest costs and investment gains associated with benefit plans.

(2) Primarily represents the equity earnings of Dow Corning, which includes our portion of a mark-to-market gain on a derivative instrument, totaling $32 million, for the three months ended March 31, 2014 and a $2 million restructuring charge for our share of costs for headcount reductions and asset write-offs for the three months ended March 31, 2013.

(3) For the three months ended March 31, 2013, Corning recorded a $54 million tax benefit for the impact of the American Taxpayer Relief Act enacted on January 3, 2013 retroactive to 2012.

The sales of each of our reportable segments are concentrated across a relatively small number of customers.  In the first quarter of 2014, the following number of customers, which individually accounted for 10% or more of each segment’s sales, represented the following concentration of segment sales:

·   In the Display Technologies segment, four customers accounted for 72% of total segment sales.

·   In the Optical Communications segment, no customer accounted for 10% of total segment sales.

·   In the Environmental Technologies segment, three customers accounted for 88% of total segment sales.

·   In the Specialty Materials segment, three customers accounted for 50% of total segment sales.

·   In the Life Sciences segment, two customers accounted for 43% of total segment sales.

A significant amount of specialized manufacturing capacity for our Display Technologies segment is concentrated in Asia.  It is at least reasonably possible that the operation of a facility could be disrupted.  Due to the specialized nature of the assets, it would not be possible to find replacement capacity quickly.  Accordingly, loss of these facilities could produce a near-term severe impact on our display business and the Company as a whole.

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Note 4 - Debt (Details)	3 Months Ended
	Mar. 31, 2013 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Mar. 31, 2014 Commercial Paper [Member] USD ($)	Mar. 31, 2013 Amended Credit Facility [Member] USD ($)	Mar. 31, 2013 Foreign Line of Credit [Member] CNY
Note 4 - Debt (Details) [Line Items]
Debt Instrument, Fair Value Disclosure		$ 3,500,000,000	$ 3,500,000,000
Long-term Debt and Capital Lease Obligations		3,224,000,000	3,272,000,000
Line of Credit Facility, Amount Outstanding				418,000,000
Line of Credit Facility, Maximum Borrowing Capacity					1,000,000,000	4,000,000,000
Repayments of Lines of Credit	$ 500,000,000

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Note 19 - Reportable Segments (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

		Display Technologies		Optical Communications		Environmental Technologies		Specialty Materials		Life Sciences		All Other		Total
Three months ended   March 31, 2014
	Net sales	$	929	$	593	$	275	$	261	$	210	$	21	$	2,289
	Depreciation (1)	$	173	$	36	$	30	$	27	$	15	$	5	$	286
	Amortization of purchased intangibles			$	2					$	6			$	8
	Research, development and engineering expenses (2)	$	45	$	37	$	21	$	33	$	5	$	28	$	169
	Restructuring, impairment and other charges	$	5	$	12									$	17
	Equity in earnings of affiliated companies	$	(9)			$	1					$	2	$	(6)
	Income tax (provision) benefit	$	(198)	$	(19)	$	(21)	$	(16)	$	(8)	$	16	$	(246)
	Net income (loss) (3)	$	209	$	27	$	43	$	31	$	17	$	(40)	$	287
Three months ended   March 31, 2013
	Net sales	$	650	$	470	$	228	$	258	$	207	$	1	$	1,814
	Depreciation (1)	$	124	$	34	$	31	$	39	$	14	$	4	$	246
	Amortization of purchased intangibles			$	2					$	5			$	7
	Research, development and engineering expenses (2)	$	19	$	35	$	23	$	35	$	5	$	36	$	153
	Equity in earnings of affiliated companies	$	133	$	1							$	5	$	139
	Income tax (provision) benefit	$	(80)	$	(17)	$	(13)	$	(19)	$	(5)	$	15	$	(119)
	Net income (loss) (3)	$	349	$	35	$	27	$	39	$	12	$	(28)	$	434

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	Three months ended March 31,
	2014		2013
Net income of reportable segments	$	327	$	462
Non-reportable segments		(40)		(28)
Unallocated amounts:
Net financing costs (1)		(29)		(34)
Stock-based compensation expense		(15)		(11)
Exploratory research		(27)		(24)
Corporate contributions		(5)		(13)
Equity in earnings of affiliated companies, net of impairments (2)		92		34
Asbestos settlement		(2)		(2)
Purchased collars and average forward contracts		2		24
Other corporate items (3)		(2)		86
Net income	$	301	$	494

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Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Doubtful accounts and allowances (in Dollars)	$ 32	$ 28
Accumulated depreciation (in Dollars)	$ 8,141	$ 7,865
Convertible preferred stock, par value (in Dollars per share)	$ 100
Convertible preferred stock, shares authorized	3,100
Convertible preferred stock, shares issued	2,300
Common stock par value (in Dollars per share)	$ 0.50	$ 0.50
Common stock, shares authorized	3,800,000,000	3,800,000,000
Common stock, shares issued	1,667,000,000	1,661,000,000
Treasury stock, at cost, shares held	361,000,000	262,000,000

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Note 3 - Commitments, Contingencies, and Guarantees

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

3.      Commitments, Contingencies, and Guarantees

Dow Corning Corporation

Corning and The Dow Chemical Company (“Dow”) each own 50% of the common stock of Dow Corning Corporation (“Dow Corning”).  In May 1995, Dow Corning filed for bankruptcy protection to address pending and claimed liabilities arising from many thousands of breast implant product lawsuits.  On June 1, 2004, Dow Corning emerged from Chapter 11 with a Plan of Reorganization (the “Plan”) which provided for the settlement or other resolution of implant claims.  The Plan also included releases for Corning and Dow as shareholders in exchange for contributions to the Plan.

As a separate matter arising from its bankruptcy proceedings, Dow Corning is defending claims asserted by a number of commercial creditors who claim additional interest at default rates and enforcement costs, during the period from May 1995 through June 2004.  As of March 31, 2014, Dow Corning has estimated the liability to commercial creditors to be within the range of $94 million to $309 million.  As Dow Corning management believes no single amount within the range appears to be a better estimate than any other amount within the range, Dow Corning has recorded the minimum liability within the range.  Should Dow Corning not prevail in this matter, Corning’s equity earnings would be reduced by its 50% share of the amount in excess of $94 million, net of applicable tax benefits.  There are a number of other claims in the bankruptcy proceedings against Dow Corning awaiting resolution by the U.S. District Court, and it is reasonably possible that Dow Corning may record bankruptcy-related charges in the future.

Pittsburgh Corning Corporation and Other Asbestos Litigation

Corning and PPG Industries, Inc. (“PPG”) each own 50% of the capital stock of Pittsburgh Corning Corporation (“PCC”).  Over a period of more than two decades, PCC and several other defendants have been named in numerous lawsuits involving claims alleging personal injury from exposure to asbestos.  On April 16, 2000, PCC filed for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Western District of Pennsylvania.  At the time PCC filed for bankruptcy protection, there were approximately 11,800 claims pending against Corning in state court lawsuits alleging various theories of liability based on exposure to PCC’s asbestos products and typically requesting monetary damages in excess of one million dollars per claim.  Corning has defended those claims on the basis of the separate corporate status of PCC and the absence of any facts supporting claims of direct liability arising from PCC’s asbestos products.

PCC Plan of Reorganization

Corning, with other relevant parties, has been involved in ongoing efforts to develop a Plan of Reorganization that would resolve the concerns and objections of the relevant courts and parties.  On November 12, 2013, the Bankruptcy Court issued a decision finally confirming an Amended PCC Plan of Reorganization (the “Amended PCC Plan” or the “Plan”). 

Under this Plan, Corning is required to contribute its equity interests in PCC and Pittsburgh Corning Europe N.V. (“PCE”), a Belgian corporation, and to contribute $290 million in a fixed series of payments, recorded at present value.  Corning has the option to use its shares rather than cash to make these payments, but the liability is fixed by dollar value and not the number of shares.  The Plan requires Corning to make: (1) one payment of $70 million one year from the date the Plan becomes effective and certain conditions are met; and (2) five additional payments of $35 million, $50 million, $35 million, $50 million, and $50 million, respectively, on each of the five subsequent anniversaries of the first payment, the final payment of which is subject to reduction based on the application of credits under certain circumstances.

The Bankruptcy Court’s confirmation of the Plan must be affirmed by the District Court, and one objector to the Plan continues to appeal the Bankruptcy Court’s confirmation of the Plan to the District Court.  Assuming the District Court affirms the confirmation, that decision may be appealed.  If that occurs, it could take many months for the confirmation of the Plan to be finally affirmed. 

Other Asbestos Litigation

In addition to the claims against Corning related to its ownership interest in PCC, Corning is also the defendant in approximately 9,700 other cases (approximately 37,400 claims) alleging injuries from asbestos related to its Corhart business and similar amounts of monetary damages per case.  When PCC filed for bankruptcy protection, the Court granted a preliminary injunction to suspend all asbestos cases against PCC, PPG and Corning – including these non-PCC asbestos cases (the “stay”).  The stay remains in place as of the date of this filing.  Under the Bankruptcy Court’s order confirming the Amended PCC Plan, the stay will remain in place until the Amended PCC Plan is finally affirmed.  These non-PCC asbestos cases have been covered by insurance without material impact to Corning to date.  As of March 31, 2014, Corning had received for these cases approximately $19 million in insurance payments related to those claims.  If and when the Bankruptcy Court’s confirmation of the Amended PCC Plan is affirmed, these non-PCC asbestos claims would be allowed to proceed against Corning.  Corning has recorded in its estimated asbestos litigation liability an additional $150 million for these and any future non-PCC asbestos cases.

Total Estimated Liability for the Amended PCC Plan and the Other Asbestos Litigation

The liability for the Amended PCC Plan and the other asbestos litigation was estimated to be $692 million at March 31, 2014, compared with an estimate of liability of $690 million at December 31, 2013.  The entire obligation is classified as a non-current liability as installment payments for the cash portion of the obligation under the Amended PCC Plan are not scheduled to commence until more than 12 months after the Plan becomes effective and the PCE portion of the obligation will be fulfilled through the direct contribution of Corning’s investment in PCE (currently recorded as a non-current other equity method investment).

Non-PCC Asbestos Cases Insurance Litigation

Several of Corning’s insurers have commenced litigation in state courts for a declaration of the rights and obligations of the parties under insurance policies affecting the non-PCC asbestos cases, including rights that may be affected by the potential resolutions described above.  Corning is vigorously contesting these cases, and management is unable to predict the outcome of the litigation.

Other Commitments and Contingencies

We are required, at the time a guarantee is issued, to recognize a liability for the fair value or market value of the obligation it assumes.  In the normal course of our business, we do not routinely provide significant third-party guarantees.  Generally, any third party guarantees provided by Corning are limited to certain financial guarantees including stand-by letters of credit and performance bonds, and the incurrence of contingent liabilities in the form of purchase price adjustments related to attainment of milestones.  When provided, these guarantees have various terms, and none of these guarantees are individually significant.

As of March 31, 2014 and December 31, 2013, contingent guarantees totaled a notional value of $174 million and $152 million, respectively.  We believe a significant majority of these contingent guarantees will expire without being funded.  Included in these contingent guarantees is a credit facility of $25 million to Dow Corning.  The funding of the Dow Corning credit facility will be required only if Dow Corning is not otherwise able to meet its scheduled funding obligations in its confirmed Bankruptcy Plan.  We also were contingently liable for purchase obligations of $123 million and $126 million, at March 31, 2014 and December 31, 2013, respectively.

Product warranty liability accruals were considered insignificant at March 31, 2014 and December 31, 2013.

Corning is a defendant in various lawsuits, including environmental litigation, product-related suits, the Dow Corning and PCC matters, and is subject to various claims which arise in the normal course of business.  In the opinion of management, the likelihood that the ultimate disposition of these matters will have a material adverse effect on Corning’s consolidated financial position, liquidity, or results of operations, is remote.  Other than certain asbestos related claims, there are no other material loss contingencies related to litigation.

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 16 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, 2014, and December 31, 2013, Corning had accrued approximately $34 million (undiscounted) and $15 million (undiscounted), respectively, for the estimated 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.

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Note 9 - Investments (Details) (USD $) In Millions, unless otherwise specified				1 Months Ended		0 Months Ended		3 Months Ended
	Dec. 31, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Corning Inc. [Member]	Sep. 30, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Corning Inc. [Member]	Sep. 30, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Samsung Display Co., Ltd. [Member]	Oct. 31, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Three Minority Shareholders [Member]	Sep. 30, 2013 Samsung Corning Precision Materials Co., Ltd. [Member] Three Minority Shareholders [Member]	Jan. 15, 2014 Samsung Corning Precision Materials Co., Ltd. [Member]	Mar. 31, 2014 Dow Corning Corporation [Member] Corning Inc. [Member]	Mar. 31, 2014 Dow Corning Corporation [Member]	Mar. 31, 2013 Dow Corning Corporation [Member]
Note 9 - Investments (Details) [Line Items]
Equity Method Investment, Ownership Percentage	57.00%	50.00%	42.50%		7.00%		50.00%
Payments to Noncontrolling Interests				$ 506
Sale of Stock, Percentage of Ownership after Transaction						100.00%
Equity Method Investment, Summarized Financial Information, Revenue								1,524	1,264
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)								483	324
Equity Method Investment, Summarized Financial Information, Net Income (Loss)								191	62
Equity Method Investment, Summarized Financial Information, Derivative, Gain on Derivative								99
Derivative, Gain on Derivative								$ 32

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Note 19 - Reportable Segments (Details) - Reportable Segments (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Segment Reporting Information [Line Items]
Net sales	$ 2,289		$ 1,814
Restructuring, impairment and other charges	17
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	2,289		1,814
Depreciation	286	[1]	246	[1]
Amortization of purchased intangibles	8		7
Research, development and engineering expenses	169	[2]	153	[2]
Restructuring, impairment and other charges	17
Equity in earnings of affiliated companies	(6)		139
Income tax (provision) benefit	(246)		(119)
Net income (loss)	287	[3]	434	[3]
Display Technologies [Member]
Segment Reporting Information [Line Items]
Net sales	929		650
Depreciation	173	[1]	124	[1]
Research, development and engineering expenses	45	[2]	19	[2]
Restructuring, impairment and other charges	5
Equity in earnings of affiliated companies	(9)		133
Income tax (provision) benefit	(198)		(80)
Net income (loss)	209	[3]	349	[3]
Optical Communications [Member]
Segment Reporting Information [Line Items]
Net sales	593		470
Depreciation	36	[1]	34	[1]
Amortization of purchased intangibles	2		2
Research, development and engineering expenses	37	[2]	35	[2]
Restructuring, impairment and other charges	12
Equity in earnings of affiliated companies			1
Income tax (provision) benefit	(19)		(17)
Net income (loss)	27	[3]	35	[3]
Environmental Technologies [Member]
Segment Reporting Information [Line Items]
Net sales	275		228
Depreciation	30	[1]	31	[1]
Research, development and engineering expenses	21	[2]	23	[2]
Equity in earnings of affiliated companies	1
Income tax (provision) benefit	(21)		(13)
Net income (loss)	43	[3]	27	[3]
Specialty Materials [Member]
Segment Reporting Information [Line Items]
Net sales	261		258
Depreciation	27	[1]	39	[1]
Research, development and engineering expenses	33	[2]	35	[2]
Income tax (provision) benefit	(16)		(19)
Net income (loss)	31	[3]	39	[3]
Life Sciences [Member]
Segment Reporting Information [Line Items]
Net sales	210		207
Depreciation	15	[1]	14	[1]
Amortization of purchased intangibles	6		5
Research, development and engineering expenses	5	[2]	5	[2]
Income tax (provision) benefit	(8)		(5)
Net income (loss)	17	[3]	12	[3]
All Other [Member]
Segment Reporting Information [Line Items]
Net sales	21		1
Depreciation	5	[1]	4	[1]
Research, development and engineering expenses	28	[2]	36	[2]
Equity in earnings of affiliated companies	2		5
Income tax (provision) benefit	16		15
Net income (loss)	$ (40)	[3]	$ (28)	[3]

[1] Depreciation expense for Corning's reportable segments includes an allocation of depreciation of corporate property not specifically identifiable to a segment.

[2] Research, development, and engineering expenses include direct project spending that is identifiable to a segment.

[3] Many of Corning's administrative and staff functions are performed on a centralized basis. Where practicable, Corning charges these expenses to segments based upon the extent to which each business uses a centralized function. Other staff functions, such as corporate finance, human resources and legal, are allocated to segments, primarily as a percentage of sales.

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Note 14 - Hedging Activities (Details) (Not Designated as Hedging Instrument [Member], USD $) In Billions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Gross Notional Value [Member] | Translated Earnings Contracts [Member]
Note 14 - Hedging Activities (Details) [Line Items]
Derivative, Notional Amount	$ 11.6	$ 6.8
Gross Notional Value [Member] | Collar Options [Member]
Note 14 - Hedging Activities (Details) [Line Items]
Derivative, Notional Amount	4.5	5.9
Gross Notional Value [Member] | Foreign Exchange Forward [Member]
Note 14 - Hedging Activities (Details) [Line Items]
Derivative, Notional Amount	7.1	0.9
Net Notional Value [Member] | Collar Options [Member]
Note 14 - Hedging Activities (Details) [Line Items]
Derivative, Notional Amount	$ 2.0	$ 3.0

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Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Basis of Presentation

In these notes, the terms “Corning,” “Company,” “we,” “us,” or “our” mean Corning Incorporated and subsidiary companies.

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with U.S. GAAP for interim financial information.  Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted or condensed.  These interim consolidated financial statements should be read in conjunction with Corning’s consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Form 10-K”).

The unaudited consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods presented.  All such adjustments are of a normal recurring nature.  The results for interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year.

Business Combinations Policy [Policy Text Block]

Samsung Corning Precision Materials Co., Ltd. (“Samsung Corning Precision Materials”)

As further discussed in Note 10 (Acquisition), on January 15, 2014, Corning completed a series of strategic and financial agreements to acquire the common shares of Samsung Corning Precision Materials (“Acquisition”) previously held by Samsung Display Co., Ltd. (“Samsung Display”). As a result of these transactions, Corning is now the owner of 100% of the common shares of Samsung Corning Precision Materials, which we have consolidated into our results beginning in the first quarter of 2014.  Operating under the name of Corning Precision Materials Korea Co., Ltd., (“Corning Precision Materials”), the former Samsung Corning Precision Materials organization and operations was integrated into the Display Technologies segment in the first quarter of 2014

Other Income and Other Expense Disclosure [Text Block]

Other Income, Net

“Other income, net” in Corning’s consolidated statements of income includes the following (in millions):

	Three months ended March 31,
	2014		2013
Royalty income from Samsung Corning Precision Materials			$	15
Foreign currency exchange and hedge (loss) gain, net	$	(6)		31
Net loss attributable to noncontrolling interests		3		1
Other, net		27		18
Total	$	24	$	65

Beginning in the first quarter of 2014, due to the Acquisition and subsequent consolidation of Samsung Corning Precision Materials (now Corning Precision Materials), royalty income from Corning Precision Materials is no longer recognized in Corning’s consolidated statement of income.

Included in the line item Foreign currency exchange and hedge (loss) gain, net for the three months ended March 31, 2014 and 2013 is the impact of the purchased collars and average forward contracts, which hedge our exposure to movements in the Japanese yen and its impact on our net earnings, in the amount of $2 million and $24 million, respectively.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Standards

At March 31, 2014, there are no recently issued accounting standards that will have a material impact on Corning when adopted in a future period.

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Note 15 - Fair Value Measurements (Details) - Major Categories of Financial Assets and Liabilities Measured on a Recurring Basis (USD $) In Millions, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Non-current assets:
Other assets	$ 766		$ 473
Current Assets [Member] | Fair Value, Inputs, Level 1 [Member]
Current assets:
Short-term investments	644		531
Current Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Current assets:
Other current assets	259	[1]	372	[1]
Current Assets [Member]
Current assets:
Short-term investments	644		531
Other current assets	259	[1]	372	[1]
Non Current Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Non-current assets:
Other assets	160	[1],[2]	128	[1],[2]
Non Current Assets [Member]
Non-current assets:
Other assets	160	[1],[2]	128	[1],[2]
Current Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Current liabilities:
Other liabilities	8	[1]	9	[1]
Current Liabilities [Member]
Current liabilities:
Other liabilities	8	[1]	9	[1]
Non Current Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Current liabilities:
Other liabilities	23	[1]	28	[1]
Non Current Liabilities [Member]
Current liabilities:
Other liabilities	$ 23	[1]	$ 28	[1]

[1] Derivative assets and liabilities include foreign exchange forward and purchased collar contracts, and interest rate swaps which are measured using observable quoted prices for similar assets and liabilities.

[2] Other assets include asset backed securities which are measured using observable quoted prices for similar assets.

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Note 14 - Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2014

Note 14 - Hedging Activities (Tables) [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

	U.S. Dollar		Asset derivatives			Liability derivatives
	Gross notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
	2014	2013		2014	2013		2014	2013
Derivatives designated as hedging instruments
Foreign exchange contracts	$   388	$   433	Other current assets	$    2	$    8	Other accrued liabilities	$ (3)	$ (3)
Interest rate contracts	$   550	$   550				Other liabilities	$(23)	$(28)
Derivatives not designated as hedging instruments
Foreign exchange contracts	$  1,100	$   804	Other current assets	$    9	$  20	Other accrued liabilities	$ (4)	$ (3)
Translated earnings contracts	$11,615	$6,826	Other current assets	$248	$344	Other accrued liabilities	$ (1)	$ (3)
			Other assets	$120	$  90
Total derivatives	$13,653	$8,613		$379	$462		$(31)	$(37)

Designated as Hedging Instrument [Member]

Note 14 - Hedging Activities (Tables) [Line Items]

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]

	Effect of derivative instruments on the consolidated financial statements for the quarter ended March 31
Derivatives in hedging relationships	Gain/(loss) recognized in other comprehensive income (OCI)		Location of gain/(loss) reclassified from accumulated OCI into income (effective)	Gain reclassified from accumulated OCI into income (effective) (1)
	2014	2013		2014	2013
Interest rate hedges			Cost of sales	$0	$  8
Foreign exchange contracts	$(7)	$37	Other income, net	$0	$13
Total cash flow hedges	$(7)	$37		$0	$21

Not Designated as Hedging Instrument [Member]

Note 14 - Hedging Activities (Tables) [Line Items]

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]

		Gain (loss) recognized in income (1)
Undesignated derivatives	Location	2014		2013
Foreign exchange contracts – balance sheet	Other income, net	$	(12)	$	47
Foreign exchange contracts – loans	Other income, net		4		58
Translated earnings contracts	Other income, net		2		24
Total undesignated		$	(6)	$	129

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Note 13 - Employee Retirement Plans

3 Months Ended

Mar. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

13.      Employee Retirement Plans

The following table summarizes the components of net periodic benefit cost for Corning’s defined benefit pension and postretirement health care and life insurance plans (in millions):

	Pension benefits				Postretirement benefits
	Three months ended March 31,				Three months ended March 31,
	2014		2013		2014		2013
Service cost	$	16	$	19	$	3	$	4
Interest cost		38		34		9		10
Expected return on plan assets		(43)		(42)
Amortization of net loss								4
Amortization of prior service cost (credit)		2		1		(1)		(2)
Total pension and postretirement benefit expense	$	13	$	12	$	11	$	16