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 Corning's 2021 Form 10-K. The
various sections of this MD&A contain forward-looking statements that involve
risks and uncertainties. Words such as "anticipates," "expects," "intends,"
"plans," "goals," "believes," "seeks," "estimates," "continues," "may," "will,"
"should," and variations of such words and similar expressions are intended to
identify such forward-looking statements. In addition, any statements that refer
to projections of the Company's future financial performance, anticipated growth
and trends in the businesses, uncertain events or assumptions, and other
characterizations of future events or circumstances are forward-looking
statements. Such statements are based on current expectations and could be
affected by the uncertainties and risk factors described throughout this filing
and particularly in "Risk Factors" in Part I, Item 1A of Corning's 2021 Form
10-K, and as may be updated in the Forms 10-Q. Actual results may differ
materially, and these forward-looking statements do not reflect the potential
impact of any divestitures, mergers, acquisitions, or other business
combinations that had not been completed as of March 31, 2022.



MD&A includes the following sections:





? Overview
? Results of Operations
? Core Performance Measures
? Reportable Segments
? Capital Resources and Liquidity
? Critical Accounting Estimates
? Environment
? Forward-Looking Statements




OVERVIEW



The Company has and will continue to focus on three core priorities: preserving
the financial health of the Company; protecting employees and communities; and
delivering on customer commitments.  We are continuing to build a stronger, more
resilient company that is committed to rewarding shareholders and supporting all
global stakeholders.



Corning continues to act rapidly and remain resilient in the face of global
uncertainty.  We have preserved our financial strength by executing well
and advancing major innovations with industry leaders.  We have continued to
effectively leverage our focused and cohesive portfolio to create value and
outperform our underlying markets, contributing to sales and earnings growth and
strong free cash flow generation in the three months ended March 31, 2022.



Corning announced the Strategy & Growth Framework in 2019, highlighting
significant opportunities to sell more Corning content through each of our
Market-Access Platforms.  The Company is focused on our cohesive portfolio and
the utilization of our financial strength, supported by strong operating cash
flow generation, which we expect to continue.  Corning has and will continue to
use its cash to grow, extend its leadership and reward shareholders.  Our key
growth drivers remain intact, and some are accelerating as key trends converge
around Corning's capabilities.



Corning will continue to advance the objectives of the Strategy & Growth
Framework, which sets its leadership priorities and articulates opportunities
across its businesses.  Our probability of success increases as we invest in our
world-class capabilities. Corning is concentrating approximately 80% of its
research, development and engineering investment along with capital spending on
a cohesive set of three core technologies, four manufacturing and engineering
platforms, and five market-access platforms. This strategy allows us to quickly
apply our talents and repurpose our assets across the Company, as needed, to
capture high-return opportunities.



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Summary of results for the three months ended March 31, 2022

In the first quarter of 2022, net sales were $3,680 million, compared to $3,290 million during the same period in 2021, a net increase of $390 million, or 12%, primarily driven by sales increases in Optical Communications and Display Technologies.





In the first quarter of 2022, Corning generated net income of $581 million,
or $0.68 per diluted share, compared to net income of $599 million, or $0.67 per
diluted share, for the same period in 2021. The decrease in net income of
$18 million was primarily driven by lower translated earnings contract gains of
$110 million (amount presented after-tax), partially offset by higher net income
of reportable segments and Hemlock and Emerging Growth Businesses of $72 million
and a gain on the sale of a business of $41 million.



The change in diluted earnings per share for the three months ended March 31,
2022, was primarily driven by the changes in net income, outlined above, and
impacted by share repurchases of 47.6 million over the last twelve months.



The translation impact of fluctuations in foreign currency exchange rates, including the impact of hedges realized in the current quarter, adversely impacted Corning's consolidated net income by $25 million in the three months ended March 31, 2022, respectively, when compared to the same period in 2021.





2022 Corporate Outlook



We expect core net sales of approximately $3.7 to $3.9 billion for the second quarter of 2022.





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RESULTS OF OPERATIONS


Selected highlights from operations are as follows (in millions):





                                                        Three months ended                  %
                                                            March 31,                    change
                                                      2022              2021            22 vs. 21

Net sales                                         $      3,680       $     3,290                 12 %

Gross margin                                      $      1,283       $     1,156                 11 %
(gross margin %)                                            35 %              35 %

Selling, general and administrative expenses $ 434 $

  400                  9 %
(as a % of net sales)                                       12 %            

12 %

Research, development and engineering expenses $ 248 $

  222                 12 %
(as a % of net sales)                                        7 %            

7 %



Translated earnings contract gain, net            $        129       $       272                (53 %)
(as a % of net sales)                                        4 %               8 %

Provision for income taxes                        $       (180 )     $      (226 )              (20 %)
(as a % of net sales)                                       (5 %)             (7 %)

Net income attributable to Corning Incorporated $ 581 $


 599                 (3 %)
(as a % of net sales)                                       16 %              18 %




Segment Net Sales


The following table presents segment net sales by reportable segment and Hemlock and Emerging Growth Businesses (in millions):





                                             Three months ended            %
                                                  March 31,              change
                                              2022          2021       22 vs. 21
Optical Communications                     $    1,198      $   937             28 %
Display Technologies                              959          863             11 %
Specialty Materials                               493          451              9 %
Environmental Technologies                        409          441             (7 %)
Life Sciences                                     310          300              3 %
Net sales of reportable segments           $    3,744      $ 3,263             15 %
Hemlock and Emerging Growth Businesses            375          271             38 %
Impact of foreign currency movements (1)          (64 )         27           (337 %)
Consolidated net sales                     $    3,680      $ 3,290             12 %



(1) This amount primarily represents the impact of foreign currency adjustments in


    the Display Technologies segment.




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In the first quarter of 2022, net sales of reportable segments and Hemlock
and Emerging Growth Businesses were $3,744 million, compared to $3,263 million
during the same period in 2021, a net increase of $481 million, or 15%.  Changes
in net sales were as follows:



? Optical Communications' net sales increased by $261 million, or 28%,

primarily driven by higher sales of carrier products as network operators

increased capital spending to address demand for 5G, broadband, and the

cloud;

? Display Technologies' net sales increased by $96 million or 11%, largely due

to volume growth of approximately 10 percent and slightly higher pricing;

? Specialty Materials' net sales increased by $42 million, or 9%, primarily due

to strong demand for premium cover materials and advanced optics products;

? Net sales for Environmental Technologies decreased by $32 million, or 7%,

primarily driven by sales declines of heavy-duty diesel products of $8

million, or 5%, and automotive products, of $24 million, or 9%, as component


   shortages limited automotive production;


?  Net sales for Life Sciences increased by $10 million, or 3%; and
?  Net sales for Hemlock and Emerging Growth Businesses increased by

$104 million, primarily driven by increases in Hemlock's sales, with AGS and


   CPT contributing to year-over-year growth.




Movements in foreign exchange rates adversely impacted Corning's consolidated
net sales by $98 million in the three months ended March 31, 2022, when compared
to the same period in 2021.



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; freight
and logistics costs; and other production overhead.



Gross Margin



In the three months ended March 31, 2022, gross margin increased by
$127 million, or 11%, and was consistent as a percentage of sales when compared
to the prior period. The increase in gross margin was primarily driven by higher
sales and the benefit of pricing actions across all businesses.



The translation impact of fluctuations in foreign currency exchange rates, including the impact of hedges realized in the current quarter, adversely impacted Corning's consolidated gross margin by $75 million in the three months ended March 31, 2022, when compared to the same period in 2021.

Selling, General and Administrative Expenses





In the three months ended March 31, 2022, selling, general and administrative
expenses increased by $34 million, or 9%, and was consistent as a percentage of
sales, when compared to the prior period.  Increases in these costs were
primarily driven by higher compensation and benefit expenses when compared to
the same period in 2021.



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



Research, Development and Engineering Expenses





In the three months ended March 31, 2022, research, development and engineering
expenses increased by $26 million, or 12%, was consistent as a percentage of
sales when compared to the prior period.



Translated earnings contract gain, net





Included in the line item translated earnings contract gain, net, is the impact
of foreign currency contracts which hedge our translation exposure arising from
movements in the Japanese yen, South Korean won, new Taiwan dollar, euro,
Chinese yuan and British pound and the impact on net income.



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The following table provides detailed information on the impact of translated earnings contract gains and losses (in millions):





                 Three months ended              Three months ended                   Change
                   March 31, 2022                  March 31, 2021                  2022 vs. 2021
               Income                          Income                          Income
               before            Net           before            Net           before          Net
               taxes            income         taxes            income         taxes          income

Hedges
related to
translated
earnings:
Realized
gain
(loss),
net (1)      $       33       $       25     $      (12 )     $       (9 )   $       45     $       34
Unrealized
gain, net
(2)                  96               74            284              218           (188 )         (144 )
Total
translated
earnings
contract
gain, net    $      129       $       99     $      272       $      209
 $     (143 )   $     (110 )

(1) Includes before tax realized losses related to the expiration of option

contracts for the three months ended March 31, 2022 and 2021 of $7 million

and $9 million, respectively. Activity has been reflected in operating

activities in the consolidated statements of cash flows.

(2) The impact to income was primarily driven by yen-denominated hedges of


    translated earnings.




Income Before Income Taxes


The translation impact of fluctuations in foreign currency exchange rates, including the impact of hedges realized in the current quarter, adversely impacted Corning's consolidated income before income taxes by $30 million for the three months ended March 31, 2022, when compared to the same period in 2021.





Provision for Income Taxes



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



                               Three months ended
                                    March 31,
                               2022           2021
Provision for income taxes   $    (180 )     $  (226 )
Effective tax rate                23.7 %        27.4 %




For the three months ended March 31, 2022, the effective income tax rate
differed from the U.S. statutory rate of 21%, primarily due to changes in tax
reserves and the impact of changes in tax legislation, partially offset by
differences arising from foreign earnings.  For the three months ended March 31,
2021, the effective income tax rate differed from the U.S. statutory rate of
21%, primarily due to adjustments to our permanently reinvested foreign income
position and tax reform items.



Refer to Note 3 (Income Taxes) to the consolidated financial statements for additional information.





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Net Income Attributable to Corning Incorporated





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



                                                                 Three months ended
                                                                      March 31,
                                                               2022               2021
Net income attributable to Corning Incorporated            $        581

$ 599 Net income available to common shareholders used in basic earnings per common share calculation

$        581

$ 575

Net income available to common shareholders used in diluted earnings per common share calculation

$        581

$ 599



Basic earnings per common share                            $       0.69       $       0.75
Diluted earnings per common share                          $       0.68

$ 0.67



Weighted-average common shares outstanding - basic                  843                766
Weighted-average common shares outstanding - diluted                859                898




Comprehensive Income



For the three months ended March 31, 2022, comprehensive income increased by
$147 million when compared to the same period in 2021, primarily due to a net
gain on foreign currency translation adjustments of $163 million, largely driven
by the Japanese yen and South Korean won.



Refer to Note 12 (Shareholders' Equity) to the consolidated financial statements for additional information.







CORE PERFORMANCE MEASURES



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



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



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





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RESULTS OF OPERATIONS - CORE PERFORMANCE MEASURES





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



                    Three months ended            %
                         March 31,              change
                     2022          2021       22 vs. 21
Core net sales    $    3,744      $ 3,263             15 %
Core net income   $      465      $   402             16 %



Core Net Sales



Core net sales are consistent with net sales by reportable segment and Hemlock
and Emerging Growth Businesses. Core net sales are presented below (in
millions):



                                      Three months ended            %
                                           March 31,              change
                                       2022          2021       22 vs. 21
Optical Communications              $    1,198      $   937             28 %
Display Technologies                       959          863             11 %
Specialty Materials                        493          451              9 %
Environmental Technologies                 409          441             (7 )%
Life Sciences                              310          300              3 %
Net sales of reportable segments    $    3,369      $ 2,992             13 %
Net sales of Hemlock and Emerging
Growth Businesses                          375          271             38 %
Total core net sales                $    3,744      $ 3,263             15 %




Core Net Income



In the three months ended March 31, 2022, we generated core net income of
$465 million, or $0.54 per diluted share, compared to core net income generated
in the three months ended March 31, 2021 of $402 million, or $0.45 per diluted
share.  The increase of $63 million, or $0.09 per diluted share, was
primarily due to higher net income of reportable segments and Hemlock and
Emerging Growth Businesses when compared to the same period in 2021. Changes in
net income are as follows:


? Optical Communications' net income increased $55 million, largely driven by

higher volume and price; ? Display Technologies' net income increased $23 million, primarily driven by

increased volume and slightly higher pricing; and

? Hemlock and Emerging Growth Businesses net loss decreased by $16 million.






The increases to segment net income were partially offset by declines in net
income of $16 million and $6 million for Specialty Materials and Life Sciences,
respectively.


The change in diluted earnings per share was primarily driven by changes in net income, outlined above, and share repurchases of 47.6 million over the last twelve months. Refer to Note 12 (Shareholders' Equity) to the consolidated financial statements for additional information.





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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,
                                                               2022           2021

Core net income attributable to Corning Incorporated $ 465

  $   402
Less: Series A convertible preferred stock dividend                         

24


Core net income available to common shareholders - basic           465      

378


Plus: Series A convertible preferred stock dividend                         

24

Core net income available to common shareholders - diluted $ 465

$ 402



Weighted-average common shares outstanding - basic                 843      

766


Effect of dilutive securities:
Stock options and other dilutive securities                         16      

17


Series A convertible preferred stock                                        

115


Weighted-average common shares outstanding - diluted               859      

898


Core basic earnings per common share                         $    0.55       $  0.49
Core diluted earnings per common share                       $    0.54       $  0.45

Reconciliation of Non-GAAP Measures

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



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



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





                                                        Three months ended March 31, 2022
                                                               Income
                                                 Equity        before                    Effective
                                     Net        (losses)       income        Net            tax           Per
                                    sales       earnings       taxes        income       rate (a)        share
As reported - GAAP                 $ 3,680     $       (1 )   $    761     $    581            23.7 %   $  0.68
Constant-currency adjustment (1)        64              1           63           49                        0.06
Translation gain on Japanese
yen-denominated debt (2)                                           (84 )        (64 )                     (0.07 )
Translated earnings contract
gain (3)                                                          (129 )        (99 )                     (0.12 )
Acquisition-related costs (4)                                       39           32                        0.04
Discrete tax items and other
tax-related adjustments (5)                                                      11                        0.01
Pension mark-to-market
adjustment (6)                                                     (10 )         (8 )                     (0.01 )
Restructuring, impairment and
other charges and credits (7)                                       33           24                        0.03
Gain on sale of business (8)                                       (53 )        (41 )                     (0.05 )
Contingent consideration (9)                                       (26 )        (20 )                     (0.02 )
Core performance measures          $ 3,744     $        -     $    594     $    465            21.7 %   $  0.54




(a)  Based upon statutory tax rates in the specific jurisdiction for each event.




                                                        Three months ended March 31, 2021
                                                               Income
                                                               before                    Effective
                                     Net         Equity        income        Net            tax           Per
                                    sales       earnings       taxes        income       rate (a)        share
As reported - GAAP                 $ 3,290     $        8     $    825     $    599            27.4 %   $  0.67
Constant-currency adjustment (1)       (27 )                        (6 )          5                        0.01
Translation gain on Japanese
yen-denominated debt (2)                                          (118 )        (90 )                     (0.10 )
Translated earnings contract
gain (3)                                                          (272 )       (209 )                     (0.23 )
Acquisition-related costs (4)                                       47           35                        0.04
Discrete tax items and other
tax-related adjustments (5)                                                      37                        0.04
Pension mark-to-market
adjustment (6)                                                       5            4                        0.00
Gain on sale of business (8)                                       (14 )        (14 )                     (0.02 )
Litigation, regulatory and other
legal matters (10)                                                   8            8                        0.01
Loss on investments (11)                                            35           27                        0.03

Core performance measures $ 3,263 $ 8 $ 510 $ 402

            21.2 %   $  0.45

(a) Based upon statutory tax rates in the specific jurisdiction for each event.






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



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

(1) Constant-currency adjustment: Because a significant portion of segment revenues and

expenses are denominated in currencies other than the U.S. dollar, management believes it

is important to understand the impact on core net income of translating these currencies

into U.S. dollars. Our Display Technologies' segment sales and net income are primarily

denominated in Japanese yen, but also impacted by the South Korean won, Chinese yuan, and

new Taiwan dollar. Environmental Technologies and Life Science segments sales and net

income are primarily impacted by the euro and Chinese yuan. Presenting results on a

constant-currency basis mitigates the translation impact and allows management to evaluate

performance period over period, analyze underlying trends in the businesses, and establish

operational goals and forecasts. We establish constant-currency rates based on internally

derived management estimates which are closely aligned with the currencies we have hedged.

Constant-currency rates are as follows:


       Currency     Japanese yen    Korean won    Chinese yuan    New Taiwan dollar       Euro
         Rate           ¥107          ?1,175          ¥6.7              NT$31             €.81

(2) Translation gain on Japanese yen-denominated debt: We have excluded the gain or loss on the

translation of the yen-denominated debt to U.S. dollars. (3) Translated earnings contract gain: We have excluded the impact of the realized and

unrealized gains and losses of the Japanese yen, South Korean won, Chinese yuan, euro and

new Taiwan dollar-denominated foreign currency hedges related to translated earnings, as

well as the unrealized gains and losses of the British pound-denominated foreign currency

hedges related to translated earnings. (4) Acquisition-related costs: These expenses include intangible amortization, inventory

valuation adjustments, external acquisition-related deal costs, and other transaction

related costs. (5) Discrete tax items and other tax-related adjustments: These include discrete period tax

items such as changes of tax reserves and changes in our permanently reinvested foreign

income position. (6) Pension mark-to-market adjustment: Defined benefit pension mark-to-market gains and losses,

which arise from changes in actuarial assumptions and the difference between actual and

expected returns on plan assets and discount rates. (7) Restructuring, impairment and other charges and credits: This amount primarily includes

other charges and credits. A portion of the charge during the first quarter of 2022,

related to facility repairs resulting from the impact of the third quarter 2021 power

outages. The Company is pursuing recoveries under its applicable property insurance

policies.

(8) Gain on sale of business: Amount represents the gain recognized for the sale of a certain

business.

(9) Contingent consideration: This amount represents the fair value mark-to-market cost

adjustment of contingent consideration resulting from the Hemlock Transaction on September

9, 2020. (10) Litigation, regulatory and other legal matters: Includes amounts that reflect developments

in commercial litigation, intellectual property disputes, adjustments to the estimated

liability for environmental-related items and other legal matters. (11) Loss on investments: Amount represents the loss recognized due to mark-to-mark adjustments


      capturing the change in fair value based on the closing stock market price.




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REPORTABLE SEGMENTS


Reportable segments are as follows:

? Optical Communications - manufactures carrier network and enterprise network

components for the telecommunications industry. ? Display Technologies - manufactures glass substrates for flat panel liquid

crystal displays and other high-performance display panels. ? 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. ? Environmental Technologies - manufactures ceramic substrates and filters for

automotive and diesel applications. ? Life Sciences - manufactures glass and plastic labware, equipment, media,


   serum and reagents enabling workflow solutions for drug discovery and
   bioproduction.




All other businesses that do not meet the quantitative threshold for separate
reporting have been grouped as "Hemlock and Emerging Growth Businesses".  The
net sales for this group are primarily attributable to Hemlock, which is an
operating segment that produces solar and semiconductor products.  The emerging
growth businesses primarily consist of CPT, AGS and the EIG, which are also
operating segments.



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



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



Optical Communications

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





                       Three months ended            %
                            March 31,              change
                        2022           2021      22 vs. 21
Segment net sales    $     1,198       $ 937             28 %
Segment net income   $       166       $ 111             50 %




Optical Communications' net sales increased by $261 million in the three months
ended March 31, 2022, primarily driven by higher sales volumes of carrier
products as network operators increased capital spending to address demand for
5G, broadband, and the cloud.



Net income increased by $55 million for the three months ended March 31, 2022, primarily driven by the changes in sales, outlined above, and price increases offsetting increased costs.

Movements in foreign currency exchange rates did not materially impact net income in this segment in the three months ended March 31, 2022, respectively, when compared to the same period in 2021.





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Display Technologies


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





                        Three months ended             %
                             March 31,               change
                       2022            2021        22 vs. 21
Segment net sales    $     959       $     863             11 %
Segment net income   $     236       $     213             11 %




Net sales in the Display Technologies segment increased by $96 million in the
three months ended March 31, 2022, and were largely due to volume growth of
approximately 10 percent and slightly higher pricing. Net income in the Display
Technologies segment increased by $23 million in the three months ended March
31, 2022, primarily driven by the increases in sales outlined above.



Specialty Materials


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





                        Three months ended              %
                             March 31,               change
                       2022            2021         22 vs. 21
Segment net sales    $     493       $     451               9 %
Segment net income   $      75       $      91             (18 %)




Net sales in the Specialty Materials segment increased by $42 million for the
three months ended March 31, 2022, primarily due to strong demand for premium
cover materials and advanced optics products for the three months ended March
31, 2022.



Net income decreased by $16 million for the three months ended March 31, 2022,
primarily driven by increased investments in innovation programs that are moving
towards commercialization.



Environmental Technologies


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





                        Three months ended             %
                             March 31,               change
                       2022            2021        22 vs. 21
Segment net sales    $     409       $     441             (7 %)
Segment net income   $      74       $      74              -




Net sales in the Environmental Technologies segment decreased by $32 million for
the three months ended March 31, 2022.  Sales of heavy-duty diesel products
decreased $8 million, or 5%, and automotive sales declined $24 million, or 9%,
as component shortages limited automotive production.  Net income was flat when
compared to the prior period.



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Life Sciences


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





                        Three months ended              %
                             March 31,               change
                       2022            2021         22 vs. 21
Segment net sales    $     310       $     300               3 %
Segment net income   $      42       $      48             (13 %)




Net sales in the Life Sciences segment increased by $10 million in the three
months ended March 31, 2022, and net income decreased by $6 million for the
three months ended March 31, 2022, primarily due to COVID-related operational
challenges in the first half of the quarter, which impacted output.



Hemlock and Emerging Growth Businesses





All other businesses that do not meet the quantitative threshold for separate
reporting have been grouped as "Hemlock and Emerging Growth Businesses".  The
net sales for this group are primarily attributable to Hemlock, which is an
operating segment that produces solar and semiconductor products.  The emerging
growth businesses primarily consist of CPT, AGS and the EIG, which are also
operating segments.



The following table provides net sales and net loss for Hemlock and Emerging Growth Businesses (in millions):





               Three months ended             %
                    March 31,               change
              2022            2021        22 vs. 21
Net sales   $     375       $     271             38 %
Net loss    $      (8 )     $     (24 )           67 %




Net sales of this segment increased by $104 million in the three months ended
March 31, 2022, when compared to the same period in 2021. Net loss decreased by
$16 million primarily driven by Hemlock's increased sales, with AGS and CPT
contributing to year-over-year growth, partially offset by increased spending on
development projects.




CAPITAL RESOURCES AND LIQUIDITY

Financing and Capital Resources

There was no material debt activity in the first quarter of 2022 or 2021.





Share Repurchase Program



For the three months ended March 31, 2022, the Company repurchased 3.9 million
shares of common stock on the open market for approximately $151 million as part
of its 2019 Repurchase Program.



The Company made no open market share repurchases for the three months ended March 31, 2021.

Refer Note 12 (Shareholders' Equity) to the consolidated financial statements for additional information.





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Capital Spending


Capital spending totaled $383 million for the three months ended March 31, 2022. We expect our 2022 capital expenditures to be consistent with 2021.





Cash Flow


Summary of cash flow data (in millions):





                                              Three months ended
                                                   March 31,
                                              2022           2021

Net cash provided by operating activities $ 534 $ 723 Net cash used in investing activities $ (278 ) $ (288 ) Net cash used in financing activities $ (375 ) $ (190 )






Net cash provided by operating activities decreased by $189 million in the three
months ended March 31, 2022, when compared to the same period in the prior year,
primarily driven by higher cash payments for variable compensation.



Net cash used in investing activities decreased by $10 million in the three
months ended March 31, 2022, when compared to the same period last year.  The
decrease was primarily driven by higher proceeds from the sale of businesses and
realized gains on translated earnings contracts, of $50 million and $43 million,
respectively, partially offset by increased capital expenditures of $94 million.



Net cash used in financing activities increased by $185 million in the three months ended March 31, 2022, when compared to the same period last year, primarily driven by increased share repurchases of $149 million.

Defined Benefit Pension Plans

Corning has defined benefit pension plans covering certain domestic and international employees. The Company's funding policy is to contribute, over time, an amount exceeding the minimum requirements to achieve the Company's long-term funding targets. During 2022, the Company expects to make cash contributions of $30 million to our international pension plans.





Key Balance Sheet Data



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



                                                       March 31,      December 31,
                                                         2022             2021
Working capital                                       $     2,800     $       2,853
Current ratio                                               1.6:1             1.6:1

Trade accounts receivable, net of doubtful accounts $ 1,910 $


  2,004
Days sales outstanding                                         47                49
Inventories, net                                      $     2,618     $       2,481
Inventory turns                                               3.7               3.7
Days payable outstanding (1)                                   58                50
Long-term debt                                        $     6,839     $       6,989
Total debt                                            $     6,959     $       7,044
Total debt to total capital                                    36 %              36 %



(1) Includes trade payables only.






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Management Assessment of Liquidity

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





We ended the first quarter of 2022 with approximately $2.0 billion of cash and
cash equivalents. Our cash and cash equivalents are held in various locations
throughout the world and are generally unrestricted.  We utilize a variety of
strategies to ensure that our worldwide cash is available in the locations in
which it is needed.  At March 31, 2022, approximately 70% of the consolidated
amount was held outside the U.S.



Corning has a commercial paper program pursuant to which we may issue
short-term, unsecured commercial paper notes up to a maximum aggregate principal
amount outstanding at any one time of $1.5 billion. Under this program, the
Company may issue the paper from time to time and will use the proceeds for
general corporate purposes. As of March 31, 2022, Corning had no outstanding
commercial paper.


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





Other



Comprehensive reviews of significant customers and their creditworthiness are
completed by analyzing their financial strength, at least annually or more
frequently, for customers where Corning has identified an increased measure of
risk.  The Company closely monitors payments and developments which may signal
possible customer credit issues.  During the three months ended March 31, 2022
and December 31, 2021, Corning sold accounts receivable and
accelerated collections for the periods by $381 million and $197 million,
respectively.  The Company believes the accelerated collections will be, or
would have been, collected during the normal course of business in the quarter
following the respective sales. Corning has not currently identified any
potential material impact on our liquidity resulting from customer credit
issues.



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





The Revolving Credit Agreement includes affirmative and negative covenants with
which we must comply, including a leverage (debt to capital ratio) financial
covenant. The required leverage ratio is a maximum of 60%. At March 31, 2022,
the leverage using this measure was approximately 36%. As of March 31, 2022, we
were in compliance and no amounts were outstanding under the Company's Revolving
Credit Agreement.



The Company's debt instruments contain customary event of default provisions,
which allow the lenders the option of accelerating all obligations upon the
occurrence of certain events. In addition, some of the debt instruments contain
a cross default provision, whereby an uncured default of a specified amount on
one debt obligation of the Company, would be considered a default under the
terms of another debt instrument. As of March 31, 2022, we were in compliance
with all such provisions.



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


Off Balance Sheet Arrangements

There have been no material changes outside the ordinary course of business in off balance sheet arrangements as disclosed in the 2021 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 the 2021 Form 10-K under the caption
"Contractual Obligations".



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CRITICAL ACCOUNTING ESTIMATES



The preparation of financial statements requires management to make estimates
and assumptions that affect amounts reported therein. The estimates that require
management's most difficult, subjective or complex judgments are described in
the 2021 Form 10-K and remain unchanged through the first three months of 2022.
For certain items, additional details are provided below.



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 long-lived
assets in each quarter in which impairment indicators are present. We must
exercise judgment in assessing whether an event of impairment has occurred.



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



At March 31, 2022 and December 31, 2021, the carrying value of precious metals
was $3.5 billion, and significantly lower than the fair market value.  Most of
these precious metals are utilized by the Display Technologies and Specialty
Materials segments. The potential for impairment exists in the future if
negative events significantly decrease the cash flow of these segments. Such
events include, but are not limited to, a significant decrease in demand for
products or a significant decrease in profitability in our Display Technologies
or Specialty Materials segments.





NEW ACCOUNTING STANDARDS


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







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 15 active hazardous waste sites.  Under the
Superfund Act, all parties who may have contributed any waste to a hazardous
waste site, identified by the Agency, are jointly and severally liable for the
cost of cleanup unless the Agency agrees otherwise.  It is Corning's policy to
accrue for its estimated liability related to Superfund sites and other
environmental liabilities related to property owned by Corning based on expert
analysis and continual monitoring by both internal and external consultants.  At
March 31, 2022 and December 31, 2021, Corning had accrued approximately $50
million and $55 million, respectively, for the estimated undiscounted liability
for environmental cleanup and related litigation. Based upon the information
developed to date, management believes that the accrued reserve is a reasonable
estimate of the Company's liability and that the risk of an additional loss in
an amount materially higher than that accrued is remote.



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



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



- the duration and severity of the COVID-19 pandemic, and its impact across our

businesses on demand, personnel, operations, our global supply chains and

stock price;

- global economic trends, competition and geopolitical risks, or an escalation

of sanctions, tariffs or other trade tensions, and related impacts on our

businesses' global supply chains and strategies;

- changes in macroeconomic and market conditions, market volatility, interest

rates, capital markets, the value of securities and other financial assets,

precious metals, oil, natural gas and other commodities and exchange rates

(particularly between the U.S. dollar and the Japanese yen, new Taiwan dollar,

euro, Chinese yuan and South Korean won), consumer demand, and the impact of

such changes and volatility on our financial position and businesses;

- product demand and industry capacity;

- competitive products and pricing;

- availability and costs of critical components, materials, equipment, natural

resources and utilities;

- new product development and commercialization;

- order activity and demand from major customers;

- the amount and timing of our cash flows and earnings and other conditions,

which may affect our ability to pay our quarterly dividend at the planned

level or to repurchase shares at planned levels;

- disruption to Corning's, our suppliers' and manufacturers' supply chain,

logistics, equipment, facilities, IT systems, operations or commercial

activities due to terrorist activity, cyber-attack, armed conflict, political

or financial instability, natural disasters, international trade disputes or

major health concerns;

- loss of intellectual property due to theft, cyber-attack, or disruption to our


  information technology infrastructure;
- effects of acquisitions, dispositions and other similar transactions;


- effect of regulatory and legal developments;

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

- our ability to increase margins through implementation of operational changes,

pricing actions and cost reduction measures without negatively impacting

revenues;

- rate of technology change;

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




- adverse litigation;


- product and components performance issues;

- attraction and retention of key personnel;

- customer ability to maintain profitable operations and obtain financing to

fund ongoing operations and manufacturing expansions and pay receivables when

due;

- loss of significant customers;

- changes in tax laws, regulations and international tax standards;

- the impacts of audits by taxing authorities; and

- the potential impact of legislation, government regulations, and other

government action and investigations.






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