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 June 30, 2010

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 July 15, 2010
Corning’s Common Stock, $0.50 par value per share	1,561,628,788 shares

INDEX

PART I – FINANCIAL INFORMATION
	Page
Item 1. Financial Statements
Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2010 and 2009	3
Consolidated Balance Sheets (Unaudited) at June 30, 2010 and December 31, 2009	4
Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2010 and 2009	5
Notes to Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
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	59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 6. Exhibits	61
Signatures	62

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in millions, except per share amounts)

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
Net sales	$	1,712	$	1,395	$	3,265	$	2,384
Cost of sales		885		820		1,707		1,539
Gross margin		827		575		1,558		845
Operating expenses:
Selling, general and administrative expenses		246		211		481		418
Research, development and engineering expenses		144		136		289		287
Amortization of purchased intangibles		2		2		4		5
Restructuring, impairment and other (credits) and charges (Note 2)						(2)		165
Asbestos litigation charge (credit) (Note 3)		5		5		(47)		9
Operating income (loss)		430		221		833		(39)
Equity in earnings of affiliated companies (Note 9)		474		361		943		556
Interest income		2		5		5		12
Interest expense		(26)		(20)		(52)		(34)
Other-than-temporary impairment (OTTI) losses:
Total OTTI losses		(1)		(14)		(6)		(14)
Portion of OTTI losses recognized in other comprehensive income (before taxes)		0		13		5		13
Net OTTI losses recognized in earnings		(1)		(1)		(1)		(1)
Other income, net (Note 1)		65		41		129		61
Income before income taxes		944		607		1,857		555
(Provision) benefit for income taxes (Note 5)		(31)		4		(128)		70
Net income attributable to Corning Incorporated	$	913	$	611	$	1,729	$	625
Earnings per common share attributable to Corning Incorporated:
Basic (Note 6)	$	0.59	$	0.39	$	1.11	$	0.40
Diluted (Note 6)	$	0.58	$	0.39	$	1.09	$	0.40
Dividends declared per common share	$	0.05	$	0.05	$	0.10	$	0.10

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 per share amounts)

	June 30, 2010		December 31, 2009
Assets
Current assets:
Cash and cash equivalents	$	3,214	$	2,541
Short-term investments, at fair value (Note 7)		1,045		1,042
Total cash, cash equivalents and short-term investments		4,259		3,583
Trade accounts receivable, net of doubtful accounts and allowances - $22 and $20		938		753
Inventories (Note 8)		607		579
Deferred income taxes (Note 5)		366		235
Other current assets		290		371
Total current assets		6,460		5,521
Investments (Note 9)		4,434		3,992
Property, net of accumulated depreciation - $5,882 and $5,503 (Note 11)		8,047		7,995
Goodwill and other intangible assets, net (Note 12)		669		676
Deferred income taxes (Note 5)		2,811		2,982
Other assets		120		129
Total Assets	$	22,541	$	21,295
Liabilities and Equity
Current liabilities:
Current portion of long-term debt (Note 4)	$	24	$	74
Accounts payable		519		550
Other accrued liabilities (Notes 3 and 13)		914		915
Total current liabilities		1,457		1,539
Long-term debt (Note 4)		1,927		1,930
Postretirement benefits other than pensions		828		858
Other liabilities (Notes 3 and 13)		1,287		1,373
Total liabilities		5,499		5,700
Commitments and contingencies (Note 3)
Shareholders’ equity:
Common stock – Par value $0.50 per share; Shares authorized 3.8 billion; Shares issued: 1,623 million and 1,617 million		812		808
Additional paid-in capital		12,802		12,707
Retained earnings		5,208		3,636
Treasury stock, at cost; Shares held: 65 million and 64 million		(1,224)		(1,207)
Accumulated other comprehensive loss (Note 18)		(606)		(401)
Total Corning Incorporated shareholders’ equity		16,992		15,543
Noncontrolling interests		50		52
Total equity		17,042		15,595
Total Liabilities and Equity	$	22,541	$	21,295

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)

	Six months ended June 30,
	2010		2009
Cash Flows from Operating Activities:
Net income	$	1,729	$	625
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		412		359
Amortization of purchased intangibles		4		5
Asbestos litigation (credits) charges		(47)		9
Restructuring, impairment and other (credits) charges		(2)		165
Stock compensation charges		55		67
Undistributed earnings of affiliated companies		(658)		(137)
Deferred tax provision (benefit)		10		(139)
Restructuring payments		(50)		(54)
Credits issued against customer deposits		(68)		(165)
Employee benefit payments (in excess of) less than expense		(28)		34
Changes in certain working capital items:
Trade accounts receivable		(193)		(281)
Inventories		(62)		138
Other current assets		40		(42)
Accounts payable and other current liabilities, net of restructuring payments		1		(21)
Other, net		172		69
Net cash provided by operating activities		1,315		632
Cash Flows from Investing Activities:
Capital expenditures		(309)		(491)
Net proceeds from sale or disposal of assets				15
Short-term investments – acquisitions		(894)		(405)
Short-term investments – liquidations		894		516
Other, net		2
Net cash used in investing activities		(307)		(365)
Cash Flows from Financing Activities:
Net repayments of short-term borrowings and current portion of long-term debt		(61)		(66)
Principal payments under capital lease obligations				(9)
Proceeds from issuance of long-term debt, net				346
Proceeds from issuance of common stock, net		15		12
Proceeds from the exercise of stock options		29		4
Dividends paid		(156)		(156)
Other, net				3
Net cash (used in) provided by financing activities		(173)		134
Effect of exchange rates on cash		(162)		(40)
Net increase in cash and cash equivalents		673		361
Cash and cash equivalents at beginning of period		2,541		1,873
Cash and cash equivalents at end of period	$	3,214	$	2,234

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.

Effective September 30, 2009, the Financial Accounting Standards Board (FASB) established The FASB Accounting Standards CodificationÔ (ASC) as the source of authoritative accounting to be applied by nongovernmental entities in the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).  Except for newly issued standards which have not been codified, references to codified literature have been updated to reflect this change.

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, 2009 (2009 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.

Effective April 1, 2009, the Company adopted the following guidance which resulted from the issuance of new fair value accounting standards under U.S. GAAP:

·   We changed the method for determining whether an other-than-temporary impairment exists for debt securities and for determining the amount of an impairment charge to be recorded in earnings;

·   We adopted new guidance for addressing the determination of (a) when a market for an asset or a liability is active or inactive and (b) when a particular transaction is distressed; and

·   If applicable, we will provide required disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements.

The impact of adopting these fair value standards was not significant to Corning’s consolidated results of operations or financial condition.

Effective January 1, 2010, the Company adopted required changes to consolidation guidance for variable interest entities which require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity.  This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.  In addition, the required changes provide guidance on shared power and joint venture relationships, remove the scope exemption for qualified special purpose entities, revise the definition of a variable interest entity, and require additional disclosures.  The adoption of this standard was not material to Corning’s consolidated results of operations or financial condition.

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Since January 2006, Corning has utilized a lattice-based binomial model to estimate the fair value of its employee stock options.  Beginning in 2010, the Company moved to a multiple point Black Scholes model to value stock option awards since Corning generally grants only simple options and recently reduced the emphasis of stock options as part of its compensation program.  The multiple point Black Scholes model incorporates all assumptions required under U.S. GAAP, and provides an appropriate fair value estimate while improving transparency and efficiency.  The impact of the change in valuation models was not significant to Corning’s consolidated results of operations or financial condition.

Property, Net of Accumulated Depreciation

Land, buildings, and equipment, including precious metals, are recorded at cost.  Depreciation is based on estimated useful lives of properties using the straight-line method.  Except as described in Note 11 (Property, Net of Accumulated Depreciation), related to the depletion of precious metals, the estimated useful lives range from 10 to 40 years for buildings and 2 to 20 years for equipment.

Included in the subcategory of equipment are the following types of assets:

Asset type	Range of useful life
Computer hardware and software	3 to 7 years
Manufacturing equipment (excluding precious metals)	2 to 15 years
Furniture and fixtures	5 to 10 years
Transportation equipment	5 to 20 years

Manufacturing equipment includes certain components of production equipment that are constructed of precious metals.  These assets 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.  We treat the physical loss of precious metals in the manufacturing and reclamation process as depletion and account for these losses as a period expense based on actual units lost.  Precious metals are integral to many of our glass production processes.  They are only acquired to support our operations and are not held for trading or other purposes.

Fair Value Measurements

As prescribed by U.S. GAAP, major categories of financial assets and liabilities, including short-term investments, other assets and derivatives are measured at fair value on a recurring basis.  Certain assets and liabilities including long-lived assets, goodwill, asset retirement obligations, and cost and equity investments are measured at fair value on a nonrecurring basis.

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

Other Income, Net

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

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
Royalty income from Samsung Corning Precision	$	66	$	61	$	131	$	103
Foreign currency exchange and hedge gains/(losses), net		3		(16)		12		(35)
Net loss/(income) attributable to noncontrolling interests		1		(1)		2		(1)
Other, net		(5)		(3)		(16)		(6)
Total	$	65	$	41	$	129	$	61

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New Accounting Standards

In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force (ASU 2009-13).  ASU 2009-13 addresses the accounting for sales arrangements that include multiple products or services by revising the criteria for when deliverables may be accounted for separately rather than as a combined unit.  Specifically, this guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is necessary to separately account for each product or service.  This hierarchy provides more options for establishing selling price than did the previous guidance.  ASU 2009-13 is required to be applied prospectively to new or materially modified revenue arrangements in fiscal years beginning on or after June 15, 2010.  Corning does not expect adoption of this standard to have a material impact on its consolidated results of operations and financial condition.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (ASU 2010-06).  Corning adopted ASU 2010-06 effective January 1, 2010, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which are deferred until fiscal years beginning after December 15, 2010.  Corning believes that the disclosures will not have a material impact on its consolidated results of operations and financial condition when updated.

2.      Restructuring, Impairment and Other Charges (Credits)

2010 Activities

The following table summarizes the restructuring reserve activity for the six months ended June 30, 2010 (in millions):

	Reserve at January 1, 2010		Non-cash adjustments		Net charges/ (reversals)		Cash payments		Reserve at June 30, 2010
Restructuring:
Employee related costs	$	80	$	(4)	$	(2)	$	(45)	$	29
Other charges (credits)		20						(5)		15
Total restructuring activity	$	100	$	(4)	$	(2)	$	(50)	$	44

Cash payments for employee-related costs will be substantially complete by the end of 2010, while payments for exit activities will be substantially complete by the end of 2011.

2009 Activities

In the first quarter of 2009, we recorded a charge of $165 million associated with a corporate-wide restructuring plan to reduce our global workforce in anticipation of lower sales in 2009.  The charge included costs for severance, special termination benefits, outplacement services, and the impact of a $30 million curtailment loss for postretirement benefits.  Total cash expenditures associated with this plan are expected to be approximately $105 million.

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The following table summarizes the restructuring, impairment and other charges (credits) as of and for the six months ended June 30, 2009 (in millions):

	Reserve at Jan. 1, 2009		Charges		Non-cash settlements		Cash payments		Reserve at June 30, 2009
Restructuring:
Employee related costs	$	17	$	148	$	(46)	$	(49)	$	70
Other charges (credits)		17		5				(2)		20
Total restructuring activity	$	34	$	153	$	(46)	$	(51)	$	90
Impairment of long-lived assets:
Assets to be disposed of			$	12
Total impairment charges			$	12
Total restructuring, impairment and other charges			$	165

The cost of this plan for each of our reportable operating segments was as follows:

Operating segment	Employee-related and other costs
Display Technologies	$  34
Telecommunications	15
Environmental Technologies	19
Specialty Materials	18
Life Sciences	7
Corporate and All Other	72
Total restructuring, impairment and other charges	$ 165

3.      Commitments and Contingencies

Asbestos Litigation

Pittsburgh Corning Corporation.  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.  Corning is also currently involved in approximately 10,300 other cases (approximately 38,700 claims) alleging injuries from asbestos and similar amounts of monetary damages per case.  Those cases have been covered by insurance without material impact to Corning to date.  As described below, several of Corning’s insurance carriers have filed a legal proceeding concerning the extent of any insurance coverage for these claims.  Asbestos litigation is inherently difficult, and past trends in resolving these claims may not be indicators of future outcomes.

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On March 28, 2003, Corning announced that it had reached agreement with the representatives of asbestos claimants for the resolution of all current and future asbestos claims against it and PCC, which might arise from PCC products or operations (the 2003 Plan).  The 2003 Plan would have required Corning to relinquish its equity interest in PCC, contribute its equity interest in Pittsburgh Corning Europe N.V. (PCE), a Belgian corporation, contribute 25 million shares of Corning common stock, and pay a total of $140 million in six annual installments (present value $131 million at March 2003), beginning one year after the plan’s effective date, with 5.5 percent interest from June 2004.  In addition, the 2003 Plan provided that Corning would assign certain insurance policy proceeds from its primary insurance and a portion of its excess insurance.

On December 21, 2006, the Bankruptcy Court issued an order denying confirmation of the 2003 Plan for reasons it set out in a memorandum opinion.  Several parties, including Corning, filed motions for reconsideration.  These motions were argued on March 5, 2007, and the Bankruptcy Court reserved decision.  On January 29, 2009, a proposed plan of reorganization (the Amended PCC Plan) resolving issues raised by the Court in denying confirmation of the 2003 Plan was filed with the Bankruptcy Court.

As a result, Corning believes the Amended PCC Plan, modified as indicated below, now represents the most probable outcome of this matter and expects that the Amended PCC Plan will be confirmed by the Court.  At the same time, Corning believes the 2003 Plan no longer serves as the basis for the Company’s best estimate of liability.  Key provisions of the Amended PCC Plan address the concerns expressed by the Bankruptcy Court.  Accordingly, in the first quarter of 2008, Corning adjusted its asbestos litigation liability to reflect components of the Amended PCC Plan.  The proposed resolution of PCC asbestos claims under the Amended PCC Plan requires Corning to contribute its equity interests in PCC and PCE and to contribute a fixed series of payments, recorded at present value.  Corning will have 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 Amended PCC Plan originally required Corning to make (1) one payment of $100 million one year from the date the Amended PCC Plan becomes effective and certain conditions are met and (2) five additional payments of $50 million, 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.  Documents were filed with the Bankruptcy Court further modifying the Amended PCC Plan by reducing Corning’s initial payment by $30 million and reducing its second and fourth payments by $15 million each.  In return, Corning will relinquish its claim for reimbursement of its payments and contributions under the Amended PCC Plan from the insurance carriers involved in the bankruptcy proceeding with certain exceptions.  These modifications are expected to resolve objections to the Amended PCC Plan filed by some of the insurance carriers.  Confirmation hearings on the Amended PCC Plan were held in June 2010.

The Amended PCC Plan does not include non-PCC asbestos claims that may be or have been raised against Corning.  Corning has recorded an additional $150 million for such claims in its estimated asbestos litigation liability.  The liability for non-PCC claims was estimated based upon industry data for asbestos claims since Corning does not have recent claim history due to the injunction issued by the Bankruptcy Court.  The estimated liability represents the undiscounted projection of claims and related legal fees over the next 20 years.  The amount may need to be adjusted in future periods as more Company-specific data becomes available.

The liability for the Amended PCC Plan and the non-PCC asbestos claims was estimated to be $636 million at June 30, 2010, compared with an estimate of the liability of $682 million at December 31, 2009.  During the first quarter of 2010, Corning recorded a $54 million credit to reduce the asbestos litigation reserve related to the change in terms of the proposed settlement of the PCC asbestos claims.  In the three months and six months ended June 30, 2010, Corning recorded asbestos litigation expense of $5 million and $7 million, respectively.  The entire obligation is classified as a non-current liability as installment payments for the cash portion of the obligation are not planned to commence until more than 12 months after the Amended PCC 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).

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The Amended PCC Plan is subject to a number of contingencies.  Payment of the amounts required to fund the Amended PCC Plan from insurance and other sources are subject to a number of conditions which may not be achieved.  The approval of the Amended PCC Plan by the Bankruptcy Court is not certain and faces objections by some parties.  Any approval of the Amended PCC Plan by the Bankruptcy Court is subject to appeal.  For these and other reasons, Corning’s liability for these asbestos matters may be subject to changes in subsequent quarters.  The estimate of the cost of resolving the non-PCC asbestos claims may also be subject to change as developments occur.  Management continues to believe that the likelihood of the uncertainties surrounding these proceedings causing a material adverse impact to Corning’s financial statements is remote.

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, including rights that may be affected by the potential resolutions described above.  Corning is vigorously contesting these cases.  Management is unable to predict the outcome of this insurance litigation and therefore cannot estimate the range of any possible loss.

Other Commitments and Contingencies

In the normal course of our business, we do not routinely provide significant third-party guarantees.  When provided, these guarantees have various terms, and none of these guarantees are individually significant.  Generally, 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.  These guarantees have various terms, and none of these guarantees are individually significant.

We have agreed to provide a credit facility to Dow Corning Corporation (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.  Refer to Note 14 (Commitments, Contingencies, and Guarantees) to the consolidated financial statements in our 2009 Form 10-K for a discussion of contingent liabilities associated with Dow Corning.

As of June 30, 2010, contingent guarantees totaled a notional value of $270 million, compared with $252 million at December 31, 2009.  We believe a significant majority of these contingent guarantees will expire without being funded.  We also were contingently liable for purchase obligations of $245 million and $63 million, at June 30, 2010 and December 31, 2009, respectively.

Product warranty liability accruals were $25 million at June 30, 2010 and $24 million at December 31, 2009.

Corning is a defendant in various lawsuits, including environmental litigation, product-related suits, the Dow Corning and PCC matters, discussed in Note 7 (Investments) to the consolidated financial statements in our 2009 Form 10-K and in Part II – Item 1, Legal Proceedings, 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.

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 21 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 June 30, 2010, and December 31, 2009, Corning had accrued approximately $32 million (undiscounted) and $26 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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4.      Debt

Second Quarter

There were no significant debt transactions in the second quarter of 2010.

Based on borrowing rates currently available to us for loans with similar terms and maturities, the fair value of long-term debt was $2.1 billion at June 30, 2010 and $2.0 billion at December 31, 2009.

In the second quarter of 2009, Corning issued $250 million of 6.625% senior unsecured notes and $100 million of 7% senior unsecured notes for net proceeds of approximately $248 million and $98 million, respectively.  The 6.625% notes mature on May 15, 2019 and the 7% notes mature on May 15, 2024.  We may redeem these debentures at any time.

First Quarter

In the first quarter of 2010, Corning repaid $58 million of debt which included the redemption of $48 million principal amount of our 6.25% notes due February 18, 2010.

In the first quarter of 2009, Corning repaid $72 million of debt which included the redemption of $54 million principal amount of our 6.3% notes due March 1, 2009.

5.      Income Taxes

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

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
(Provision) benefit for income taxes	$	(31)	$	4	$	(128)	$	70
Effective tax rate		3.3%		(0.6)%		6.9%		(12.6)%

For the three months ended June 30, 2010, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following items:

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

·   The impact of equity in earnings of affiliated companies;

·   The benefit of tax holidays and investment credits in foreign jurisdictions; and

·   The benefit of excess foreign tax credits from repatriation of current year earnings of certain foreign subsidiaries.

In addition to the items noted above, the tax provision for the six months ended June 30, 2010, reflected the impact of discrete items, including a $56 million charge from the reversal of the deferred tax asset associated with a subsidy for certain retiree medical benefits.  Discrete items in the six months ended June 30, 2010 increased our effective tax rate by 3.9 percentage points.

For the three months ended June 30, 2009, the effective income tax rate differed from the U.S. statutory rate of 35% primarily due to the following items:

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

·   The impact of equity in earnings of affiliated companies; and

·   The benefit of tax holidays and investment credits in foreign jurisdictions.

In addition to the items noted above, the tax benefit for the six months ended June 30, 2009 reflected the impact of discrete items including a restructuring charge of $165 million and $29 million for our share of a restructuring charge at Dow Corning.  Refer to Note 2 (Restructuring, Impairment and Other Charges (Credits)) for additional information about Corning’s restructuring charge.  Discrete items had a favorable impact on our effective tax rate of 14.2 percentage points.

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U.S. profits of approximately $8.3 billion will be required to fully realize the deferred tax assets as of December 31, 2009.  Of that amount, $3.6 billion of U.S. profits will be required over the next 16 years to fully realize the deferred tax assets associated with federal net operating loss carry forwards.

During 2010, Corning plans to repatriate to the U.S. up to $1 billion of current year earnings from certain foreign subsidiaries.  As a result of this plan, a tax benefit from excess foreign tax credits is included in the full year effective tax rate.  The impact of this tax benefit in the three and six months ended June 30, 2010, was a reduction to our tax provision of $69 million and $143 million, respectively.  We continue to maintain our permanent reinvestment assertion with regards to the remaining unremitted earnings of our foreign subsidiaries.  At December 31, 2009, taxes had not been provided on approximately $7.3 billion of accumulated foreign unremitted earnings that are expected to remain invested indefinitely.  It is not practical to calculate the unrecognized deferred tax liability on those earnings.

Certain foreign subsidiaries in China and Taiwan are operating under tax holiday arrangements.  The nature and extent of such arrangements vary, and the benefits of such arrangements phase out through 2015 according to the specific terms and schedules of the relevant taxing jurisdictions.  The impact of the tax holidays on our effective tax rate is a reduction in the rate of 6.3 and 5.4 percentage points for the three months ended June 30, 2010 and 2009, respectively, and a reduction in the rate of 5.5 and 8.0 percentage points for the six months ended June 30, 2010 and 2009, respectively.

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 reconciliation of the amounts used in the basic and diluted earnings per common share computations follows (in millions, except per share amounts):

	Three months ended June 30,
	2010			2009
	Net income attributable to Corning Incorporated	Weighted- average shares	Per share amount	Net income attributable to Corning Incorporated	Weighted- average shares	Per share amount
Basic earnings per common share	$ 913	1,558	$ 0.59	$ 611	1,550	$ 0.39
Effect of dilutive securities:
Stock options and other dilutive securities		23			17
Diluted earnings per common share	$ 913	1,581	$ 0.58	$ 611	1,567	$ 0.39

	Six months ended June 30,
	2010			2009
	Net income attributable to Corning Incorporated	Weighted- average shares	Per share amount	Net income attributable to Corning Incorporated	Weighted- average shares	Per share amount
Basic earnings per common share	$ 1,729	1,557	$ 1.11	$ 625	1,549	$ 0.40
Effect of dilutive securities:
Stock options and other dilutive securities		23			14
Diluted earnings per common share	$ 1,729	1,580	$ 1.09	$ 625	1,563	$ 0.40

The following potential common shares were excluded from the calculation of diluted earnings per common share because their inclusion would have been anti-dilutive.  In addition, the following performance-based restricted stock awards have been excluded from the calculation of diluted earnings per common share because the number of shares ultimately issued is contingent on our performance against certain targets established for the performance period (in millions):

	Three months ended June 30,		Six months ended June 30,
	2010	2009	2010	2009
Potential common shares excluded from the calculation of diluted earnings per share:
Employee stock options and awards	42	51	46	65
Performance-based restricted stock awards		4		4
Total	42	55	46	69

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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
	June 30, 2010		December 31, 2009		June 30, 2010		December 31, 2009
Bonds, notes and other securities:
U.S. government and agencies	$	1,028	$	973	$	1,030	$	975
Other debt securities		11		66		15		67
Total short-term investments	$	1,039	$	1,039	$	1,045	$	1,042
Asset-backed securities	$	70	$	75	$	43	$	42
Total long-term investments	$	70	$	75	$	43	$	42

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 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 June 30, 2010 and December 31, 2009 (in millions):

	June 30, 2010
	Less than 12 months				12 months or greater				Total
	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
U.S. government and agencies	$	323	$	0					$	323	$	0
Total short-term investments	$	323	$	0					$	323	$	0
Asset-backed securities					$	43	$	(27)	$	43	$	(27)
Total long-term investments					$	43	$	(27)	$	43	$	(27)

	December 31,2009
	Less than 12 months				12 months or greater				Total
	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
U.S. government and agencies	$	320	$	0					$	320	$	0
Total short-term investments	$	320	$	0					$	320	$	0
Asset-backed securities					$	42	$	(33)	$	42	$	(33)
Total long-term investments					$	42	$	(33)	$	42	$	(33)

Gross realized gains and losses for the three and six months ended June 30, 2010 and 2009 were not significant.

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A rollforward of the changes in credit losses recognized in earnings for the six months ended June 30, 2010 and three months ended June 30, 2009 (in millions):

	2010	2009*
Beginning balance of credit losses, January 1	$ 2	$ 0
Additions for credit losses not previously recognized in earnings	0	0
Balance of credit losses, March 31	$ 2	$ 0
Additions for credit losses not previously recognized in earnings	1	1
Ending balance of credit losses, June 30	$ 3	$ 1

* The standard was implemented April 1, 2009.  Therefore, there were no credit losses recognized in the first quarter of 2009.

The $3 million loss represents management’s estimate of credit losses inherent in the securities considering projected cash flows using assumptions of delinquency rates, loss severities, and other estimates of future collateral performance.  These credit losses are limited to asset-backed securities in our investment portfolio.

The following table summarizes the contractual maturities of available-for-sale securities at June 30, 2010 (in millions):

Less than one year	$   911
Due in 1-5 years	125
Due in 5-10 years
Due after 10 years (1)	52
Total	$1,088

(1) Includes $43 million of asset-backed securities that mature over time and are being reported at their final maturity dates.

8.      Inventories

Inventories comprise the following (in millions):

	June 30, 2010	December 31, 2009
Finished goods	$179	$175
Work in process	140	113
Raw materials and accessories	122	114
Supplies and packing materials	166	177
Total inventories	$607	$579

9.      Investments

Investments comprise the following (in millions):

	Ownership interest (1)	June 30, 2010		December 31, 2009
Affiliated companies accounted for by the equity method
Samsung Corning Precision Materials Co., Ltd.	50%	$	3,152	$	2,772
Dow Corning Corporation	50%		1,068		992
All other	20-50%		210		224
			4,430		3,988
Other investments			4		4
Total		$	4,434	$	3,992

(1) Amounts reflect Corning’s direct ownership interests in the respective affiliated companies.  Corning does not control any of these entities.

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Related party information for these investments in affiliates follows (in millions):

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
Related Party Transactions:
Corning sales to affiliated companies	$	6	$	17	$	11	$	21
Corning purchases from affiliated companies	$	14	$	8	$	39	$	12
Corning transfers of assets, at cost, to affiliated companies	$	34	$	42	$	61	$	42
Dividends received from affiliated companies	$	57	$	16	$	285	$	419
Royalty income from affiliated companies	$	67	$	62	$	132	$	105
Corning services to affiliates	$	8	$	0	$	15	$	0

As of June 30, 2010, balances due to and due from affiliates were $3 million and $109 million, respectively.  As of December 31, 2009, balances due to and due from affiliates were $2 million and $122 million, respectively.

We have contractual agreements with several of our equity affiliates which include sales, purchasing, licensing and technology agreements.

- 17 -

Summarized results of operations for our two significant investments accounted for by the equity method follow:

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

Samsung Corning Precision is a South Korea-based manufacturer primarily of liquid crystal display (LCD) glass for flat panel displays.  In the second quarter of 2010, Samsung Corning Precision changed its name from Samsung Corning Precision Glass Co., Ltd. to Samsung Corning Precision Materials, Co., Ltd.

Samsung Corning Precision’s results of operations follow (in millions):

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
Statement of Operations:
Net sales	$	1,208	$	1,069	$	2,406	$	1,825
Gross profit	$	928	$	781	$	1,853	$	1,291
Net income attributable to Samsung Corning Precision	$	715	$	589	$	1,416	$	960
Corning’s equity in earnings of Samsung Corning Precision	$	358	$	294	$	708	$	481
Related Party Transactions:
Corning purchases from Samsung Corning Precision	$	3	$	4	$	21	$	4
Corning sales to Samsung Corning Precision	$	0	$	9	$	0	$	9
Dividends received from Samsung Corning Precision					$	173	$	181
Royalty income from Samsung Corning Precision	$	66	$	61	$	131	$	103
Corning transfers of machinery and equipment to Samsung Corning Precision at cost (1)	$	34	$	42	$	61	$	42

(1) Corning purchases machinery and equipment on behalf of Samsung Corning Precision to support its capital expansion initiatives.  The machinery and equipment are transferred to Samsung Corning Precision at our cost basis.

Corning owns 50% of Samsung Corning Precision.  Samsung Electronics Co., Ltd. owns 43% and other shareholders own the remaining 7%.

As of June 30, 2010, balances due from Samsung Corning Precision were $37 million and balances due to Samsung Corning Precision were not significant.  As of December 31, 2009, balances due from Samsung Corning Precision were $36 million and balances due to Samsung Corning Precision were $14 million.

On December 31, 2007, Samsung Corning Precision acquired all of the outstanding shares of Samsung Corning Co., Ltd. (Samsung Corning).  After the transaction, Corning retained its 50% interest in Samsung Corning Precision.  Samsung Corning Precision accounted for the transaction at fair value while Corning accounted for the transaction at historical cost.

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Prior to their merger, Samsung Corning Precision and Samsung Corning Co. Ltd. (Samsung Corning) were two of approximately thirty co-defendants in a lawsuit filed by Seoul Guarantee Insurance Co. and thirteen other creditors (SGI and Creditors) for alleged breach of an agreement that approximately twenty-eight affiliates of the Samsung group (Samsung Affiliates) entered into with SGI and Creditors on August 24, 1999 (the Agreement).  The lawsuit is pending in the courts of South Korea.  Under the Agreement it is alleged that the Samsung Affiliates agreed to sell certain shares of Samsung Life Insurance Co., Ltd. (SLI), which had been transferred to SGI and Creditors in connection with the petition for court receivership of Samsung Motors Inc.  In the lawsuit, SGI and Creditors allege a breach of the Agreement by the Samsung Affiliates and are seeking the loss of principal (approximately $1.95 billion) for loans extended to Samsung Motors Inc., default interest and a separate amount for breach.  On January 31, 2008, the Seoul District Court ordered the Samsung Affiliates: to pay approximately $1.30 billion by disposing of 2,334,045 shares of SLI less 1,165,955 shares of SLI previously sold by SGI and Creditors and paying the proceeds to SGI and Creditors; to satisfy any shortfall by participating in the purchase of equity or subordinate debentures issued by them; and pay default interest of 6% per annum.  The ruling has been appealed.  On November 10, 2009, the Appellate Court directed the parties to attempt to resolve this matter through mediation.  As a result, the parties are discussing the possibility of a settlement of this matter.  Due to the uncertainties around the financial impact to each of the respective Samsung affiliates, Samsung Corning Precision is unable to reasonably estimate the amount of potential loss, if any, associated with this case and therefore no provision for such loss is reflected in its financial statements.  Other than as described above, no claim in these matters has been asserted against Corning or any of its affiliates.

In connection with an investigation by the Commission of the European Communities, Competition DG, of alleged anticompetitive behavior relating to the worldwide production of LCD glass, Corning and Samsung Corning Precision received a request on March 30, 2009, for certain information from the Competition DG.  Corning and Samsung Corning Precision have responded to those requests for information.  On October 9, 2009, in connection with its investigation, the Competition DG made a further request for information from both Corning and Samsung Corning Precision to which each party has responded.  Samsung Corning Precision has also responded to the Competition DG and authorities in other jurisdictions, including the United States in connection with similar investigations of alleged anticompetitive behavior relating to worldwide production of cathode ray tube glass.

In September 2009, Corning and Samsung Corning Precision formed Corsam Technologies LLC (Corsam), a new equity affiliate established to provide glass technology research for future product applications.  Samsung Corning Precision invested $124 million in cash and Corning contributed intellectual property with a corresponding value.  Corning and Samsung Corning Precision each own 50% of the common stock of Corsam and Corning has agreed to provide research and development services at arms length to Corsam.  Corning does not control Corsam because Samsung Corning Precision’s other investors maintain significant participating voting rights.  In addition, Corsam has sufficient equity to finance its activities, the voting rights of investors in Corsam are considered substantive, and the risks and rewards of Corsam’s research are shared only by those investors noted.  As a result, Corsam is accounted for under the equity method of accounting for investments.

- 19 -

Dow Corning Corporation (Dow Corning)

Dow Corning is a U.S.-based manufacturer of silicone products.  Dow Corning’s results of operations follow (in millions):

	Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009
Statement of Operations:
Net sales	$	1,545	$	1,191	$	2,898	$	2,216
Gross profit	$	554	$	376	$	1,060	$	658
Net income attributable to Dow Corning	$	221	$	115	$	439	$	125
Corning’s equity in earnings of Dow Corning	$	111	$	58	$	223	$	62
Related Party Transactions:
Corning purchases from Dow Corning	$	10	$	4	$	15	$	8
Dividends received from Dow Corning	$	55	$	0	$	111	$	222

Amounts owed to Dow Corning totaled $2 million as of June 30, 2010.  At December 31, 2009, amounts owed to Dow Corning were not significant.

In response to economic challenges, Dow Corning incurred restructuring charges associated with a global workforce reduction in the first quarter of 2009.  Our share of these charges was $29 million.

At June 30, 2010, Dow Corning’s marketable securities included approximately $914 million of auction rate securities, net of a temporary impairment of $27 million.  As a result of the temporary impairment, unrealized losses of $22 million, net of $5 million for a minority interests’ share, were included in accumulated other comprehensive income in Dow Corning’s consolidated balance sheet.  Corning’s share of this unrealized loss was $11 million and is included in Corning’s accumulated other comprehensive income.

Dow Corning has borrowed the full amount under its $500 million revolving credit facility and believes it has adequate liquidity to fund operations, its capital expenditure plan, breast implant settlement liabilities, and shareholder dividends.

In 1995, Corning fully impaired its investment in Dow Corning after it filed for bankruptcy protection.  Corning did not recognize net equity earnings from the second quarter of 1995 through the end of 2002.  Corning began recognizing equity earnings in the first quarter of 2003 when management concluded that Dow Corning’s emergence from bankruptcy was probable.  Corning considers the $249 million difference between the carrying value of its investment in Dow Corning and its 50% share of Dow Corning’s equity to be permanent.

Corning and The Dow Chemical Company (Dow Chemical) each own 50% of the common stock of 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 includes releases for Corning and Dow Chemical as shareholders in exchange for contributions to the Plan.

- 20 -

Under the terms of the Plan, Dow Corning has established and is funding a Settlement Trust and a Litigation Facility to provide a means for tort claimants to settle or litigate their claims.  Inclusive of insurance, Dow Corning has paid approximately $1.7 billion to the Settlement Trust.  As of June 30, 2010, Dow Corning had recorded a reserve for breast implant litigation of $1.6 billion and anticipates insurance receivables of $15 million.  As a separate matter arising from the 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 June 30, 2010, Dow Corning has estimated the liability to commercial creditors to be within the range of $80 million to $261 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 $80 million, net of applicable tax benefits.  In addition, the London Market Insurers (the LMI Claimants) have claimed a reimbursement right with respect to a portion of insurance proceeds previously paid by the LMI Claimants to Dow Corning.  This claim is based on a theory that the LMI Claimants overestimated Dow Corning’s liability for the resolution of implant claims pursuant to the Plan.  The LMI Claimants offered two calculations of their claim amount:  $54 million and $93 million, plus minimum interest of $67 million and $116 million, respectively.  These estimates were explicitly characterized as preliminary and subject to change.  Litigation regarding this claim is in the discovery stage.  Dow Corning disputes the claim and is unable to reasonably estimate any potential liability.  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.  The remaining tort claims against Corning relating to the breast implant product lawsuits under the jurisdiction of the Bankruptcy Court will be channeled by the Plan into facilities established by the Plan or otherwise defended by the Litigation Facility.

Pittsburgh Corning Corporation (PCC)

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.  Corning also has an equity interest in Pittsburgh Corning Europe N.V. (PCE), a Belgian Corporation which is a component of the Company’s proposed settlement for asbestos litigation.  At June 30, 2010 and December 31, 2009, the fair value of PCE significantly exceeded its carrying value of $109 million and $125 million, respectively.  There have been no impairment indicators for our investment in PCE and we continue to recognize equity earnings of this affiliate.  PCC filed for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Western District of Pennsylvania on April 16, 2000.  At that time, Corning determined that it lacked the ability to recover the carrying amount of its investment in PCC and its investment was other-than-temporarily impaired.  As a result, we reduced our investment in PCC to zero.  Refer to Note 3 (Commitments and Contingencies) for additional information about PCC and PCE.

Variable Interest Entities

For variable interest entities, we routinely assess the terms of our interest in each entity to determine if we are the primary beneficiary as prescribed by U.S. GAAP.  Corning leases certain transportation equipment from three Trusts that qualify as variable interest entities.  The sole purpose of these entities is to lease transportation equipment to Corning.  None of these entities are considered significant to Corning’s consolidated financial statements.

Corning does not have retained interests in assets transferred to an unconsolidated entity that serve as credit, liquidity or market risk support to that entity.

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10.      Acquisition

On September 15, 2009, Corning acquired all of the shares of Axygen Bioscience, Inc. and its subsidiaries from American Capital Ltd. for $410 million, net of $7 million cash received.  Axygen is a leading manufacturer and distributor of high-quality life sciences plastic consumable labware, liquid handling products, and bench-top laboratory equipment.

The purchase price of the acquisition was allocated to the net tangible and other intangible assets acquired, with the remainder recorded as goodwill on the basis of fair value.  While our valuation is substantially complete, the following amounts are subject to revision until finalized (in millions):

Total current assets	$	63
Other tangible assets		49
Other intangible assets		153
Current and non-current liabilities		(80)
Net tangible and intangible assets	$	185
Purchase price, including cash received		417
Goodwill (1)	$	232

(1) None of the goodwill recognized is deductible for U.S. income tax purposes.  The goodwill was allocated to the Life Sciences segment.

Goodwill is primarily related to the value of Axygen’s product portfolio and distribution network and its combination with Corning’s existing life science platform, as well as synergies and other intangibles that do not qualify for separate recognition.  Supplemental pro forma information was not provided because Axygen is not material to Corning’s consolidated financial statements.

11.      Property, Net of Accumulated Depreciation

Property, net follows (in millions):

	June 30, 2010		December 31, 2009
Land	$	97	$	96
Buildings		3,526		3,443
Equipment		9,661		9,237
Construction in progress		645		722
		13,929		13,498
Accumulated depreciation		(5,882)		(5,503)
Total	$	8,047	$	7,995

In the three months ended June 30, 2010 and 2009, interest costs capitalized as part of property, net, were $3 million and $7 million, respectively.  In the six months ended June 30, 2010 and 2009, interest costs capitalized as part of property, net, were $8 million and $18 million, respectively.

Manufacturing equipment includes certain components of production equipment that are constructed of precious metals.  At June 30, 2010 and December 31, 2009, the recorded value of precious metals totaled $1.8 billion.  Depletion expense for precious metals in the three months ended June 30, 2010 and 2009 totaled $3 million and $2 million, respectively.  Depletion expense for precious metals in the six months ended June 30, 2010 and 2009 totaled $6 million and $3 million, respectively.

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12.      Goodwill and Other Intangible Assets

There were no significant changes in the carrying amount of goodwill for the six months ended June 30, 2010.  Balances by segment are as follows (in millions):

	Telecom- munications	Display Technologies	Specialty Materials	Life Sciences	Total
Balance at June 30, 2010	$ 118	$ 9	$ 150	$ 232	$ 509

Other intangible assets are as follows (in millions):

	June 30, 2010					December 31, 2009
	Gross		Accumulated amortization	Net		Gross		Accumulated amortization	Net
Amortized intangible assets:
Patents, trademarks, and trade names (1)	$	203	$ 122	$	81	$	206	$ 122	$	84
Non-competition agreements		95	89		6		98	93		5
Other (1)		76	3		73		80	2		78
Total	$	374	$ 214	$	160	$	384	$ 217	$	167

(1) The Company recorded other identifiable intangible assets associated with the purchase of Axygen Bioscience, Inc. in the third quarter of 2009.  Refer to Note 10 (Acquisition) for additional information.

Amortized intangible assets are primarily related to the Telecommunications and Life Sciences segments.

Amortization expense related to these intangible assets is estimated to be $8 million for 2010 and $7 million thereafter.

13.      Customer Deposits

In 2005 and 2004, several of Corning’s customers entered into long-term purchase and supply agreements in which Corning’s Display Technologies segment would supply large-size glass substrates to these customers over periods of up to six years.  As part of the agreements, these customers agreed to advance cash deposits to Corning for a portion of the contracted glass to be purchased.  Between 2004 and 2007, we received a total of $937 million for customer deposit agreements.  We do not expect to receive additional deposits related to these agreements.

Upon receipt of the cash deposits made by customers, we recorded a customer deposit liability.  This liability is reduced at the time of future product sales over the life of the agreements.  As product is shipped to a customer, Corning recognizes revenue at the selling price and issues credit memoranda for an agreed amount of the customer deposit liability.  The credit memoranda are applied against customer receivables resulting from the sale of product, thus reducing operating cash flows in later periods as these credits are applied for cash deposits received in earlier periods.

During the three and six months ended June 30, 2010, we issued $38 million and $68 million, respectively, in credit memoranda.  During the three and six months ended June 30, 2009, we issued $62 million and $165 million, respectively, in credit memoranda.  Customer deposit liabilities were $39 million and $104 million at June 30, 2010 and December 31, 2009, respectively, of which $26 million and $80 million, respectively, were recorded in the current portion of other accrued liabilities in our consolidated balance sheets.  Because these liabilities are denominated in Japanese yen, changes in the balances include the impact of movements in the Japanese yen-U.S. dollar exchange rate.

- 23 -

In the event customers do not purchase the agreed upon quantities of product, subject to specific conditions outlined in the agreements, Corning may retain certain amounts of the customer deposits.  If Corning does not deliver agreed upon product quantities, subject to specific conditions outlined in the agreements, Corning may be required to return certain amounts of customer deposits.

14.      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 June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
	2010		2009		2010		2009		2010		2009		2010		2009
Service cost	$	11	$	10	$	23	$	23	$	4	$	2	$	7	$	6
Interest cost		38		40		77		78		12		13		25		25
Expected return on plan assets		(42)		(44)		(84)		(89)
Amortization of net loss		12		8		25		15		5		2		9		5
Amortization of prior service cost		3		2		5		4		(3)				(4)		(1)
Total pension and postretirement benefit expense	$	22	$	16	$	46	$	31	$	18	$	17	$	37	$	35
Curtailment charge								22								8
Total expense	$	22	$	16	$	46	$	53	$	18	$	17	$	37	$	43

Corning and certain of its domestic subsidiaries offer postretirement plans that provide health care and life insurance benefits for retirees and eligible dependents.  Certain employees may become eligible for such postretirement benefits upon reaching retirement age and service requirements.  In response to rising health care costs, we changed our cost-sharing approach for retiree medical coverage.  For current retirees (including surviving spouses) and active employees eligible for the salaried retiree medical program, we placed a “cap” on the amount we will contribute toward retiree medical coverage in the future.  The cap equals 120% of our 2005 contributions toward retiree medical benefits.  Once our contributions toward salaried retiree medical costs reach this cap, impacted retirees will have to pay the excess amount in addition to their regular contributions for coverage.  This cap was attained for post-65 retirees in 2008 and has impacted their contribution rate in 2009 and going forward.  The pre-65 retirees are expected to trigger the cap in 2010 which will impact their contribution rate in 2011.  Employees hired or rehired on or after January 1, 2007 will be eligible for Corning retiree medical upon retirement; however, these employees will pay 100% of the cost.

On March 23, 2010, the Patient Protection and Affordable Care Act (“PPACA”) was signed into law. On March 30, 2010, a companion bill, the Health Care and Education Reconciliation Act of 2010 (“Reconciliation Act”), was also signed into law.  The PPACA and the Reconciliation Act, when taken together, represent comprehensive healthcare reform legislation.  Based on our analysis, the provisions of this legislation are not currently expected to have a significant impact on retiree medical plan costs and, therefore, a remeasurement of the Company’s retiree plan liabilities is not required at this time.

In the three months ended March 31, 2009, Corning recorded restructuring charges of $44 million for pension and postretirement benefit plans.  This included a curtailment charge of $30 million for the domestic qualified defined benefit plan (U.S. pension plan) and the domestic postretirement benefit plan.  Accordingly, we remeasured the U.S. pension and postretirement benefit plans as of March 31, 2009.  The remeasurement resulted in an increase of $115 million to the Company’s U.S. pension liability and a decrease of $12 million to the domestic postretirement benefit plan liability.  As part of the remeasurement, we updated the assumed discount rate for both plans to 6.25%, which reflects a 25 basis point increase from December 31, 2008.

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15.      Hedging Activities

Corning operates in many foreign countries and as a result is exposed to movements in foreign currency exchange rates.  The areas in which exchange rate fluctuations affect us include:

·   Financial instruments and transactions denominated in foreign currencies, which impact earnings; and

·   The translation of net assets in foreign subsidiaries for which the functional currency is not the U.S. dollar, which impacts our net equity.

Our most significant foreign currency exposures relate to the Japanese yen, Korean won, New Taiwan dollar and the Euro.  We manage our foreign currency exposure primarily by entering into foreign exchange forward contracts with durations of generally 18 months or less to hedge foreign currency risk.  The hedges are scheduled to mature coincident with the timing of the underlying foreign currency commitments and transactions.  The objective of these contracts is to neutralize the impact of exchange rate movements on our operating results.

The forward and option contracts we use in managing our foreign currency exposures contain an element of risk in that the counterparties may be unable to meet the terms of the agreements.  However, we minimize this risk by limiting the counterparties to a diverse group of highly-rated major domestic and international financial institutions with which we  have other financial relationships.  We are exposed to potential losses in the event of non-performance by these counterparties.  However, we do not expect to record any losses as a result of counterparty default.  Neither we nor our counterparties are required to post collateral for these financial instruments.

The amount of hedge ineffectiveness at June 30, 2010 and at December 31, 2009 was insignificant.

Cash Flow Hedges

Our cash flow hedging activities utilize foreign exchange forward and option contracts to reduce the risk that movements in exchange rates will adversely affect the eventual net cash flows resulting from the sale of products to foreign customers and purchases from foreign suppliers.  Corning uses a regression analysis to monitor the effectiveness of its cash flow hedges both prospectively and retrospectively.  Corning defers net gains and losses from cash flow hedges into accumulated other comprehensive income on the consolidated balance sheet until such time as the hedged item impacts earnings.  At June 30, 2010, net gains and losses expected to be reclassified into earnings within the next 12 months were not significant.

Undesignated Hedges

Corning uses other foreign exchange forward contracts that are not designated as hedging instruments for accounting purposes.  The undesignated hedges limit exposures to foreign currency fluctuations related to certain monetary assets, monetary liabilities and net earnings in foreign currencies.

Net Investment in Foreign Operations

In February 2000, we issued $500 million of Euro-denominated notes that were designated as a hedge of a net investment in foreign operations.  The effective portion of the changes in fair value of the outstanding debt balance has been included as a component of the foreign currency translation adjustment (CTA) within accumulated other comprehensive income (loss).  In February 2010, we repaid the remaining $48 million balance of this debt.  At that time, the cumulative amount of CTA related to this debt was a net loss of $140 million, which will remain in accumulated other comprehensive income until ultimate disposition of the underlying Euro investment.

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The following tables summarize the notional amounts and respective fair values of Corning’s derivative financial instruments (in millions):

			Asset derivatives			Liability derivatives
As of June 30, 2010	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Foreign exchange contracts	$	305	Other current assets	$	5	Other accrued liabilities	$	(5)
Derivatives not designated as hedging instruments
Foreign exchange contracts	$	1,349	Other current assets	$	0	Other accrued liabilities	$	(100)
Total derivatives	$	1,654		$	5		$	(105)

			Asset derivatives			Liability derivatives
As of December 31, 2009	Notional amount		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments
Foreign exchange contracts	$	424	Other current assets	$	17	Other accrued liabilities	$	(1)
Derivatives not designated as hedging instruments
Foreign exchange contracts	$	1,540	Other current assets	$	36	Other accrued liabilities	$	(13)
Total derivatives	$	1,964		$	53		$	(14)

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The following table summarizes the effect of derivative financial instruments on Corning’s consolidated financial statements for the three and six months ended June 30, 2010 (in millions):

	Gain/(loss) recognized in OCI		Gain/(loss) reclassified from accumulated OCI			Gain/(loss) related to ineffectiveness
Derivatives in hedging relationships	Three months ended June 30, 2010	Six months ended June 30, 2010	Location	Three months ended June 30, 2010	Six months ended June 30, 2010	Location	Three months ended June 30, 2010	Six months ended June 30, 2010
Cash flow hedges
			Cost of sales	$ 3	$ 5
Foreign exchange contracts	$ (11)	$ (6)	Royalties	$ 2	$ 4	Other income, net	$ 0	$ 0
Total cash flow hedges	$ (11)	$ (6)		$ 5	$ 9		$ 0	$ 0
Net investment hedges
Foreign denominated debt	$    0	$  2
Total net investment hedges	$    0	$  2
			Gain/(loss) recognized in income
Undesignated derivatives			Location	Three months ended June 30, 2010	Six months ended June 30, 2010
Foreign exchange contracts			Other income, net	$ (90)	$ (91)
Total undesignated				$ (90)	$ (91)

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The following table summarizes the effect of derivative financial instruments on Corning’s consolidated financial statements for the three and six months ended June 30, 2009 (in millions):

	Gain/(loss) recognized in OCI		Gain/(loss) reclassified from accumulated OCI			Gain/(loss) related to ineffectiveness
Derivatives in hedging relationships	Three months ended June 30, 2009	Six months ended June 30, 2009	Location	Three months ended June 30, 2009	Six months ended June 30, 2009	Location	Three months ended June 30, 2009	Six months ended June 30, 2009
Cash flow hedges
			Cost of sales	$    0	$    0
Foreign exchange contracts	$ (1)	$ 9	Royalties	(17)	(27)	Other income, net	$ 0	$ (1)
Total cash flow hedges	$ (1)	$ 9		$ (17)	$ (27)		$ 0	$ (1)
Net investment hedges
Foreign denominated debt	$ (2)	$ 0
Total net investment hedges	$ (2)	$ 0
			Gain/(loss) recognized in income
Undesignated derivatives			Location	Three months ended June 30, 2009	Six months ended June 30, 2009
Foreign exchange contracts			Other income, net	$ (15)	$ 47
Total undesignated				$ (15)	$ 47

16.      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.  As of June 30, 2010 and December 31, 2009, the Company did not have any financial assets or liabilities that were measured using unobservable (or Level 3) inputs.

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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
	June 30, 2010		Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Assets
Short-term investments	$	1,045	$ 1,030	$	15	(2)
Other assets	$	43		$	43
Derivatives (1)	$	5		$	5
Liabilities
Derivatives (1)	$	105		$	105

(1) Derivative assets and liabilities include foreign exchange contracts which are measured using observable quoted prices for similar assets and liabilities.

(2) Short-term investments are measured using observable quoted prices for similar assets.

			Fair value measurements at reporting date using
	December 31, 2009		Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Assets
Short-term investments	$	1,042	$ 969	$	73	(2)
Other assets	$	42		$	42
Derivatives (1)	$	53		$	53
Liabilities
Derivatives (1)	$	14		$	14

(1) Derivative assets and liabilities include foreign exchange contracts which are measured using observable quoted prices for similar assets and liabilities.

(2) Short-term investments are measured using observable quoted prices for similar assets.

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, including grants of employee stock options and employee stock purchases related to the Worldwide Employee Share Purchase Plan (WESPP), based on estimated fair values.  Fair values for stock options granted prior to January 1, 2010 were estimated using a lattice-based binomial valuation model.  In 2010, Corning began estimating fair values for stock options granted using a multiple point Black Scholes model.  Both models incorporate the required assumptions and meet the fair value measurement objective under U.S. GAAP.

Share-based compensation cost was approximately $26 million and $32 million for the three months ended June 30, 2010 and 2009, respectively, and approximately $55 million and $67 million for the six months ended June 30, 2010 and 2009, respectively.  Amounts for all periods presented included (1) employee stock options, (2) time-based restricted stock and restricted stock units, and (3) performance-based restricted stock and restricted stock units.  On February 3, 2010, Corning’s Board of Directors approved the recommendation to terminate on-going WESPP contributions effective March 31, 2010.  Compensation expense for the WESPP is included in periods ended prior to April 1, 2010.

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Stock Options

Our 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 options outstanding including the related transactions under the Stock Option Plans for the six months ended June 30, 2010:

	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, 2009	92,504	$25.83	4.48	$425,427
Granted	5,599	$18.52
Exercised	(3,518)	$  9.14
Forfeited and Expired	(9,759)	$66.60
Options Outstanding as of June 30, 2010	84,826	$21.35	4.78	$339,279
Options Exercisable as of June 30, 2010	67,387	$22.98	3.81	$272,406

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 June 30, 2010, which would have been received by the option holders had all option holders exercised their options as of that date.

As of June 30, 2010, there was approximately $47 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 2 years.  Compensation cost related to stock options was approximately $29 million and $35 million for the six months ended June 30, 2010 and 2009, respectively, and approximately $14 million and $17 million for the three months ended June 30, 2010 and 2009, respectively.

Proceeds received from the exercise of stock options were $29 million and $4 million for the six months ended June 30, 2010 and 2009, respectively, and $8 million and $3 million for the three months ended June 30, 2010 and 2009, 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 six months ended June 30, 2010 and 2009 was approximately $32 million and $5 million, respectively, and $10 million and $3 million for the three months ended June 30, 2010 and 2009, respectively, which is currently deductible for tax purposes.  However, these tax benefits were not realized due to net operating loss carryforwards available to the Company.  Refer to Note 5 (Income Taxes) to the consolidated financial statements.

Corning used a binomial lattice model to estimate the fair values of stock option grants through December 31, 2009.  Effective January 1, 2010, Corning began using a multiple point Black Scholes model to estimate the fair value of stock option grants.  The financial impact of the change in valuation models is insignificant.

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The following inputs were used for the valuation of option grants under our Stock Option Plans:

	Three months ended June 30,		Six months ended June 30,
	2010	2009	2010	2009
Expected volatility	49%	49-58%	48-49%	45-60%
Weighted-average volatility	49%	55%	49%	55%
Expected dividends	1.21%	1.40%	1.21-1.40%	1.40-1.50%
Risk-free rate	2.2-2.7%	0.1-5.1%	2.2-3.2%	0.1-5.1%
Average risk-free rate	2.6%	3.3%	2.6-3.2%	2.7-3.3%
Expected term (in years)	5.1-6.5		5.1-6.5
Expected time to exercise (in years)		1.8-4.7		1.8-5.4
Pre-vesting departure rate	1.4-3.6%	1.4-2.7%	1.4-3.6%	1.4-2.7%

For stock options granted in 2010, Corning utilized 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 rates used in the multiple point Black Scholes model are the implied rates for a zero-coupon U.S. Treasury bond with a term equal to the option’s expected term.  The ranges given above result from separate groups of employees exhibiting different exercise behavior.

For stock options granted in 2009, expected volatility was based on the blended short-term volatility (the arithmetic average of the implied volatility and the short-term historical volatility), and the most recent 15-year historical volatility of Corning’s stock.  The expected time to exercise of options granted in 2009 was derived using a regression model and represents the period of time that options granted are expected to be outstanding.  The risk-free rates used in the lattice-based binomial model were derived from the U.S. Treasury yield curve in effect from the grant date to the option’s expiration date.

Incentive Stock Plans

The Corning Incentive Stock Plan permits stock grants, either determined by specific performance goals or issued directly, in most instances, subject to the possibility of forfeiture and without cash consideration.  Shares under the Incentive Stock Plan are generally granted “at the money”, contingently vest over a period of 1 to 10 years, and have contractual lives of 1 to 10 years.

The fair value of each restricted stock grant under the Incentive Stock Plans was estimated on the date of grant for performance based grants assuming that performance goals will be achieved.  The expected term for grants under the Incentive Stock Plans is 1 to 10 years.

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 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.

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The following table represents a summary of the status of the Company’s nonvested time-based restricted stock and restricted stock units as of December 31, 2009, and changes during the six months ended June 30, 2010:

	Shares (000’s)	Weighted- average grant-date fair value
Nonvested shares at December 31, 2009	3,880	$18.59
Granted	203	19.17
Vested	(175)	22.74
Forfeited	(5)	17.82
Nonvested shares at June 30, 2010	3,903	$18.45

As of June 30, 2010, there was approximately $34 million of unrecognized compensation cost related to non-vested time-based restricted stock compensation arrangements granted under the Plan.  The cost is expected to be recognized over a weighted-average period of 2.5 years.  Compensation cost related to time-based restricted stock and restricted stock units was approximately $15 million and $8 million for the six months ended June 30, 2010 and 2009, respectively, and $9 million and $4 million for the three months ended June 30, 2010 and 2009, respectively.

Performance-Based Restricted Stock and Restricted Stock Units:

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

The following table represents a summary of the status of the Company’s nonvested performance-based restricted stock and restricted stock units as of December 31, 2009, and changes during the six months ended June 30, 2010:

	Shares (000’s)	Weighted- average grant-date fair value
Nonvested restricted stock and restricted stock units at December 31, 2009	6,377	$13.47
Granted	1,844	8.67
Vested	(2,028)	22.03