Corning (GLW) 10-K risk factor changes: FY2022 vs FY2021

We operate in rapidly changing economic, [removed: political,] [added: political] and technological environments that present numerous risks.

The ongoing COVID-19 pandemic [removed: has,] [added: has adversely impacted,] and may continue [removed: to, adversely impact] [added: to impact,] the global economy and disrupt our operations and supply chains, which may have an adverse effect on our results of operations

COVID-19 has impacted and may further impact the global economy and could have additional impacts on economic growth, the proper functioning of financial and capital markets, foreign currency exchange [removed: rates,] [added: rates] and interest rates.

These measures have impacted, and may continue to impact our workforce, operations and supply chains, and those of our customers, contract manufacturers and suppliers, particularly in the event of a significant global resurgence of the [removed: illness.][added: illness or similar global health crisis.]

Inflationary price pressures and uncertain availability of commodities, raw materials, utilities, labor or other inputs used by us and our suppliers, or instability in logistics and related costs, [added: among other factors,] could negatively impact our [removed: profitability.][added: profitability]

Increases in the price of commodities, raw materials, utilities, labor or other inputs that we or our suppliers use in manufacturing and supplying products, components and parts, along with logistics and other related costs, may lead to higher production and shipping costs for our products, [removed: parts,] [added: parts] and components.

Increasing [added: our] prices to our customers [removed: to offset the impact of higher costs,] may cause certain of our customers to push out, cancel or refrain from purchasing our products, which could materially adversely impact demand for our products, and [removed: therefore] [added: thereby] also negatively impact our operating results, future profitability and ability to successfully deliver on our strategy.

[removed: Supply] [added: Factors such as supply] chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could affect our ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory; if we are unable to obtain the necessary equipment, raw and batch materials, natural [removed: resources or] [added: resources,] utilities [added: and other essentials] required in our products or processes, our business will be negatively impacted

Corning’s business relies on [removed: its] [added: the] timely supply of materials, equipment, services and related products to meet the changing technical and volume requirements of its customers, which depends in part on the timely delivery of materials, equipment and services, from suppliers and contract manufacturers.

Significant [removed: and] [added: or] sudden increases in demand for such materials, equipment and services, as well as delays in and unpredictability of shipments due to transportation interruptions, have resulted in, and may continue to result in, a shortage of materials, equipment and services needed to manufacture Corning’s products.

Some key materials, equipment and services are subject to long lead-times or [added: are] available only from a single supplier or limited group of [removed: suppliers.][added: suppliers and we may not be able to find alternate sources in a timely manner.]

Volatility of demand for manufacturing equipment can increase capital, technical, operational and other risks for Corning and for companies throughout our supply chain, and may cause some suppliers to exit businesses, [removed: or] scale back or cease operations, which could impact our ability to meet customer demand.

Our ability to meet customer demand depends, in part, on our ability to obtain timely and adequate delivery of equipment, raw and batch materials, natural resources or utilities, equipment, [removed: parts, components] [added: parts] and [removed: raw materials] [added: components] from our suppliers.

Corning’s ability to generate profits and operating cash flow depends largely on the profitability of our display glass business, which is subject to continuous pricing pressure due to [added: factors such as] industry competition, potential over-capacity, and development of new technologies.

A relatively small number of end customers [removed: accounted] [added: account] for a high percentage of our net sales.

The following table details the number of combined customers of our [added: reportable] segments that accounted for a large percentage of segment net sales:

| | | Number of combined end customers | | % of total segment net sales in [removed: 2021] [added: 2022] |

| Display Technologies | | [removed: 3] [added: 2] | | [removed: 55%] [added: 37%] |

| Optical Communications | | 2 | | [removed: 27%] [added: 26%] |

| Specialty Materials | | 2 | | [removed: 43%] [added: 49%] |

| Environmental Technologies | | 3 | | [removed: 77%] [added: 74%] |

| Life Sciences | | 2 | | [removed: 40%] [added: 37%] |

Events outside of Corning’s control, or those of our contract manufacturers, could cause a disruption to our manufacturing operations and [removed: adversely impact] our [added: ability to serve our] customers, resulting in a negative impact to Corning’s net sales, net income, asset values and liquidity

Given the geographical concentration of certain of the [removed: Company's] [added: Company’s] and our contract [removed: manufacturers' plants,] [added: manufacturers’ plants in Asia Pacific,] the highly engineered nature of the facilities and the globally dispersed talent required to run these facilities, any event that adversely affects or restricts movement into or out of a specific geographic area where we, our contract manufacturers, [removed: our] suppliers, or [removed: our] customers have a presence, could adversely impact our results.

Due to the specialized nature of our products and single-site manufacturing locations, in the event such a location experiences disruption, it [removed: we] may not be possible to find replacement capacity or substitute production from other facilities.

These third parties often include entities that do not have the capabilities to design, manufacture, or distribute products or [added: entities] that acquire intellectual [removed: property like patents] [added: property, including patents,] for the sole purpose of monetizing their acquired intellectual property through asserting claims of infringement and misuse.

Companies that provide utilities, water, transportation, natural [removed: gas,] [added: gas] and other resources and services across our supply chain, are critical to our manufacturing operations and are vulnerable to cyber-attacks.

Any significant disruption, breakdown, intrusion, interruption or corruption, data breach, or compromise to the accessibility, security or integrity of our or our providers’ IT systems, or the misappropriation or disclosure of any confidential, proprietary or personally identifiable information, could result in the loss of data or intellectual property, equipment or systems damage, downtime, safety related issues and could have a material adverse effect on our business, including by harming our competitive position and reputation, disrupting our manufacturing, reducing the value of our investment in research and development and other strategic initiatives, impairing our ability to access suppliers, contract manufacturers, [removed: customers,] [added: customers] and cloud-based services, subjecting us to litigation or regulatory investigations or fines, increasing the costs of compliance and remediation, or otherwise adversely affecting our business.

If our investments do not provide a pipeline of products or technologies that our customers demand or lower our manufacturing costs, [added: or if our products or technologies become obsolete,] it could negatively impact our revenue and operating margins for both near- and long-term.

Our innovation model depends on our ability to attract and retain specialized [removed: experts in our core technologies][added: expertise]

Our innovation model requires us to employ highly specialized experts in glass science, ceramic [removed: science,] [added: science] and optical physics to conduct our research and development and engineer our products and design our manufacturing facilities.

We have taken steps to control [added: and reduce] the amount of greenhouse gases created by our manufacturing operations.

Changes in regulations and the regulatory environment in the U.S. and [added: the many] other [removed: countries,] [added: countries in which we operate,] such as those resulting from the regulation and impact of [removed: global warming and] [added: climate change,] CO2 [removed: abatement,] [added: abatement and emission reduction targets,] may affect our businesses and [removed: their] results in adverse ways by, among other things, substantially increasing manufacturing costs, limiting availability of scarce resources, especially energy, or requiring limitations on production [removed: and sale] [added: or sales] of our products or those of our customers.

We are subject to income taxes in the U.S. and many foreign [removed: jurisdictions,] [added: jurisdictions] and are commonly audited by various tax authorities.

The U.S., other countries and international organizations, such as Organisation for Economic Co-operation and [removed: Development (“OECD”),] [added: Development,] may change their laws or issue new international tax standards that may also impact our taxes.

We are a global company and derive a substantial portion of our revenue from, and have significant operations, outside of the U.S. Our international operations include manufacturing, assembly, sales, research and development, customer [removed: support,] [added: support] and shared administrative service centers.

Corning is exposed to risks associated with an [removed: uncertain] [added: uncertain, recessionary] and inflationary global economy

Uncertain or adverse economic and business conditions, including uncertainties and volatility in the financial markets, national debt, fiscal or monetary concerns, [added: availability of government incentives,] inflation and rising interest rates in various regions, could materially adversely impact Corning’s operating results.

Uncertain or adverse economic and [added: recessionary] business [removed: conditions] [added: conditions, among other factors,] that [added: could] result in decreases in consumer spending and demand, or cause us to pass on increased costs to our customers, may cause certain of our customers to push out, cancel or refrain from purchasing our products, which could materially adversely impact demand for our products and our operating results.

Uncertain economic and industry conditions also make it more challenging for Corning to forecast its operating results, make business [removed: decisions,] [added: decisions] and identify and prioritize the risks that may affect its businesses, sources and uses of cash, financial condition and results of operations.

| • | A worldwide shortage of semiconductor components or other issues; |

Further, these actions in conjunction with any trade tensions may restrict us from participating in a specific market or may prevent us from competing effectively.

| Manufacturing | | | 55.7 | | | | 20.7 | | | | 35.0 | |

| Research and development | | | 3.9 | | | | 1.9 | | | | 2.0 | |

| Warehouse | | | 3.8 | | | | 3.0 | | | | 0.8 | |

| Total | | | 65.8 | | | | 27.4 | | | | 38.4 | |

Certain manufacturing equipment, components and raw materials are available only from single or limited sources, and we may not be able to find alternate sources in a timely manner.

| --- | --- |

| • | A worldwide shortage of semiconductor components as a result of sharp increases in demand for semiconductor products in general; |

In addition, the COVID-19 pandemic, and transportation interruptions and other measures taken in response thereto, have had, and may continue to have, a significant adverse impact on the global and regional economic activity, as well as our ability to meet our customer demand.

None.

| Manufacturing | | | 55.8 | | | | 21.1 | | | | 34.7 | |

| Research and development | | | 2.5 | | | | 2.1 | | | | 0.4 | |

| Warehouse | | | 3.7 | | | | 3.0 | | | | 0.7 | |

| Total | | | 64.4 | | | | 28.0 | | | | 36.4 | |

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.

[](# "issuerequity")Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

| (a) | Corning Incorporated common stock is listed on the New York Stock Exchange. In addition, it is traded on the Boston, Midwest and Philadelphia stock exchanges. Common stock options are traded on the Chicago Board Options Exchange. The NYSE ticker symbol for Corning Incorporated is “GLW”. |

As of December 31, 2021, there were approximately 12,000 registered holders of common stock and approximately 680,000 beneficial shareholders.

Information with respect to securities authorized for issuance under equity compensation plans is included herein under Item 12.

_Performance Graph_

The following graph illustrates the cumulative total shareholder return over the last five years of Corning's common stock, the S&P 500 and the S&P Communications Equipment Companies.

The graph includes the capital-weighted-performance results of those companies in the communications equipment company classification that are also included in the S&P 500.


| (c) | The following table provides information about purchases of common stock by the Company during the fiscal fourth quarter of 2021: |

Issuer Purchases of Equity Securities

| Period | | Total number of shares purchased (1) | | | | Average price paid per share (2) | | | | Number of shares purchased as part of publicly announced programs | | | | Approximate dollar value of shares that may yet be purchased under the programs | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1-31, 2021 | | | 1,117,269 | | | $ | 36.83 | | | | 1,051,401 | | | | | |

| November 1-30, 2021 | | | 2,825,712 | | | $ | 37.95 | | | | 2,825,313 | | | | | |

| December 1-31, 2021 | | | 2,752,023 | | | $ | 37.45 | | | | 2,742,712 | | | | | |

| Total | | | 6,695,004 | | | $ | 37.56 | | | | 6,619,426 | | | $ | 3,522,218,861 | |

| (1) | This column reflects: (i) 24,145 shares of common stock related to the vesting of employee restricted stock units; (ii) 296 shares of common stock related to the vesting of employee performance stock units; (iii) 51,078 shares of common stock related to the vesting of employee restricted stock; (iv) 59 shares of common stock related to the exercise of employee stock options and payment of the exercise price, and (v) the purchase of 6,619,426 shares of common stock in open market repurchases under the 2019 Repurchase Program. |

| (2) | Represents the stock price at the time of surrender. |

[](# "mda")Item 6.

\[Reserved\]

For discussion of 2020 results year-over-year comparison with 2019 results refer to "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Organization of Information

Management’s Discussion and Analysis provides a historical and prospective narrative on the Company’s financial condition and results of operations.

This discussion includes the following sections:

| • | Overview |

| --- | --- |

| • | Results of Operations |

| --- | --- |

| • | Core Performance Measures |

| --- | --- |

| • | Reportable Segments |

| --- | --- |

| • | Liquidity and Capital Resources |

| --- | --- |

| • | Environment |

| --- | --- |

| • | Critical Accounting Estimates |

| --- | --- |

| • | New Accounting Standards |

| --- | --- |

| • | Forward-Looking Statements |

| --- | --- |

OVERVIEW

In response to the COVID-19 pandemic ("the pandemic") and the ensuing economic uncertainty, including changing market conditions, the Company has and will continue to focus on three core priorities: protecting employees and communities; delivering on customer commitments and preserving the financial health of the Company.

We are continuing to build a stronger, more resilient company that is committed to rewarding shareholders and supporting all global stakeholders.

Despite the pandemic and resulting global disruptions, Corning adapted rapidly and remained resilient.

We acted quickly to preserve 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 in the second half of 2020 and full year 2021.

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.

_2021 Results_

Net sales in the year ended December 31, 2021 were $14.1 billion, a net increase of $2.8 billion, or 25%, when compared to the year ended December 31, 2020, driven by higher sales for all segments.

For the year ended December 31, 2021, we generated net income of $1,906 million, or $1.28 per diluted share, compared to a net income of $512 million, or $0.54 per diluted share, for 2020.

When compared to 2020, the $1.4 billion increase in net income was primarily due to the following items (amounts presented after tax):

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| Common [removed: Stock] [added: Stock, $0.50 par value per share] | | GLW | | New York Stock Exchange (NYSE) |

[removed: As of June 30, 2021, the] [added: The] aggregate market value of the [removed: registrant’s] common stock held by non-affiliates of the registrant [added: as of June 30, 2022] was [removed: $35] [added: approximately $26] billion based on the [removed: $40.90 closing price as reported on the] New York Stock [removed: Exchange.][added: Exchange closing price on such date.]

For [added: more than] 170 years, Corning has combined its unparalleled expertise in glass science, ceramic [removed: science,] [added: science] and optical physics with deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance [removed: people's] [added: people’s] lives.

[removed: Corning’s] [added: Our] capabilities are versatile and synergistic, allowing [removed: the Company] [added: Corning] to evolve to meet changing market needs, while also helping customers capture new opportunities in dynamic industries.

[removed: Corning's] [added: Corning’s] industry-leading products include damage-resistant cover glass for mobile devices; precision glass for advanced displays; optical fiber and cable, wireless [removed: technologies,] [added: technologies] and connectivity solutions for state-of-the-art communications networks; trusted products to accelerate drug discovery and delivery; and clean-air technologies for cars and trucks.

Corning [added: manufactures products at 124 plants in 15 countries and] operates in five reportable segments: [removed: Display Technologies,] Optical Communications, [added: Display Technologies,] Specialty Materials, Environmental Technologies and Life [removed: Sciences, and manufactures products at 119 plants in 15 countries.][added: Sciences.]

[removed: Corning’s] [added: The] Display Technologies segment manufactures glass substrates for flat panel displays, including liquid crystal displays (“LCDs”) and organic light-emitting diodes (“OLEDs”) that are used primarily in televisions, notebook computers, desktop monitors, tablets and handheld devices.

This segment develops, [removed: manufactures,] [added: manufactures] and supplies high quality glass substrates using technology expertise and a proprietary fusion manufacturing process, which [removed: Corning] [added: we] invented and is the cornerstone of [removed: the Company’s] [added: our] technology leadership in the display glass industry.

[removed: Corning’s] [added: Our] fusion process is scalable and we believe it is the most cost-effective process [removed: in] [added: for] producing large size substrates.

We are recognized as a world leader in precision glass innovations that enable our customers to produce larger, thinner, more [removed: flexible,] [added: flexible] and higher-resolution displays.

| • | Corning® EAGLE XG® Slim Glass, Corning’s flagship [added: display] glass product enabling thinner televisions and monitors with larger-sized screens; it is trusted by the world’s leading panel makers for LCD displays with more than [removed: 35] [added: 30] billion square feet sold; |

| • | [removed: Corning] [added: Corning®] Astra® Glass, an innovative glass solution designed to meet the emerging needs for high-resolution displays. This glass [removed: is designed] [added: has been optimized] for oxide [added: thin-film transistor (“TFT”)] backplanes, but enables a range of [added: high-resolution] applications [removed: made using traditional aluminosilicate to specific] [added: from the top end of amorphous silicon (“s-Si”) TFT backplanes through] low temperature [removed: polysilicon processes;] [added: poly-silicon (“LTPS”) backplanes, as well as other applications requiring precision glass;] |

| • | [removed: Corning] [added: Corning®] Lotus™ NXT Glass, a high-performance display glass designed to withstand [removed: high-temperature processing requirements] [added: the harshest panel manufacturing process] enabling highest-resolution displays in smaller and flexible devices; and |

[removed: Corning has] [added: We have] display glass manufacturing operations in China, South Korea, Japan and Taiwan, and [removed: services its] [added: service our] glass customers in all regions, utilizing [removed: its] [added: our] manufacturing facilities throughout Asia.

Refer to the material under the heading “Patents and Trademarks” for [removed: information relating to patents and trademarks.][added: more information.]

The Display Technologies segment represented [removed: 26%] [added: 22%] of Corning’s [removed: consolidated] [added: total segment] net sales in [removed: 2021.][added: 2022.]

[removed: Corning] [added: We] invented the world’s first low-loss optical fiber in 1970.

[removed: This] [added: The Optical Communications] segment is divided into two main product groupings – carrier network and enterprise network.

Our carrier network product portfolio encompasses an array of optical fiber products, including Vascade® optical fibers for use in submarine networks; LEAF® optical fiber for long-haul, regional and metropolitan networks; SMF-28® ULL and TXF® fiber for more scalable long-haul and regional networks; SMF-28e+™ single-mode optical fiber providing additional transmission wavelengths in metropolitan and access [removed: networks,] [added: networks] and ClearCurve® ultra-bendable single-mode fiber for use in multiple-dwelling units and fiber-to-the-home applications.

For high performance across the range of long-haul, metro, [removed: access,] [added: access] and fiber-to-the-home network applications, SMF-28® Ultra and SMF-28® Contour fibers deliver industry-leading attenuation, [removed: compatibility,] [added: compatibility] and improved macrobend performance in one fiber.

[removed: Corning’s] [added: Our] remaining fiber production is cabled internally and sold to end users as either bulk cable or as part of an integrated optical solution.

[removed: Corning’s] [added: Our] cable products, including the RocketRibbon® and miniXtend® portfolios, support various outdoor, indoor/outdoor and indoor applications and include a broad range of loose tube, ribbon and drop cable designs with flame-retardant versions available for indoor and indoor/outdoor use including 5G networks.

In addition to optical fiber and cable, our carrier network product portfolio also includes hardware and equipment products, including cable assemblies, fiber-optic hardware, fiber-optic connectors, optical components and couplers, closures, network interface [removed: devices,] [added: devices] and other accessories.

In addition to our optical-based portfolio, [removed: Corning’s] [added: our] carrier network portfolio also contains select copper-based products including subscriber demarcation, connection and protection devices, xDSL (different variations of digital subscriber lines) passive solutions and outside plant enclosures.

[removed: Corning’s] [added: Our] hardware and equipment for enterprise network applications include cable assemblies, fiber-optic hardware, fiber-optic connectors, optical components and couplers, closures and other accessories.

Examples of enterprise network solutions include the EDGE® platform, which provides high-density pre-connectorized cabling solutions for data center applications, supporting a path to speeds of 400G and [removed: beyond,] [added: beyond] and Everon™ Network Solutions, which provide next-generation cellular connectivity products for interior spaces of all sizes.

Our optical fiber manufacturing facilities are in North Carolina, [removed: China] [added: China, India] and [removed: India, with] a new facility in Poland [removed: coming online in] [added: as of the third quarter of] 2022.

Our manufacturing operations for hardware and equipment products are in Texas, Mexico, Brazil, Germany, [removed: Poland,] [added: Poland] and China.

[removed: Corning is] [added: We are] licensed to use certain patents owned by others, which are considered important to the segment’s operations.

Refer to the material under the heading “Patents and Trademarks” for [removed: information relating to the Company’s patents and trademarks.][added: more information.]

The Optical Communications segment represented [removed: 31%] [added: 34%] of Corning’s [removed: consolidated] [added: total segment] net sales in [removed: 2021.][added: 2022.]

The Specialty Materials segment manufactures products that provide more than 150 material formulations for glass, glass [removed: ceramics,] [added: ceramics] and crystals, as well as precision metrology instruments and software to meet requirements for unique customer needs.

Consequently, this segment operates in a wide variety of commercial and industrial markets including materials optimized for mobile consumer electronics, semiconductor equipment optics and consumables, aerospace and defense optics, radiation shielding products, [removed: sunglasses,] [added: sunglasses] and telecommunications components.

Elegant and lightweight, Corning® Gorilla® Glass is durable enough to resist many real-world events that commonly cause wear or scratch damage and glass failure, while providing optical clarity, touch [removed: sensitivity,] [added: sensitivity] and RF transparency, thus enabling exciting new applications in technology and design.

[removed: ‎In 2020, Corning] [added: ‎We] invented the world’s first transparent, color-free glass-ceramic suitable for smartphone applications, which is featured as [removed: "Ceramic Shield"] [added: “Ceramic Shield”] on the front cover of the latest iPhone models.

[removed: Apple and Corning] [added: We] partnered [added: with Apple] to develop and scale the manufacturing of Ceramic Shield, which offers unparalleled durability and toughness.

[removed: Corning’s] [added: Our] semiconductor optics include high-performance optical materials including Corning® HPFS® Fused Silica and Corning® ULE® Ultra-Low Expansion Glass, optical-based metrology [removed: instruments,] [added: instruments] and custom optical assemblies for applications in the global semiconductor industry.

[removed: Corning’s] [added: Our] semiconductor optics products are manufactured in New York.

[removed: Corning] [added: We] also [removed: manufactures] [added: manufacture] ultra-flat, ultra-thin glass wafers and substrates for a variety of applications including augmented reality, advanced semiconductor packaging, 3D [removed: sensing,] [added: sensing] and more.

There were 846,563,422 shares of common stock outstanding as of January 31, 2023.

Portions of Registrant's definitive Proxy Statement for its April 27, 2023 Annual Meeting of Shareholders are incorporated by reference into Part III.

Corning is vital to progress – in the industries we help advance and in the world we share.

Our materials science and manufacturing expertise, boundless curiosity and commitment to purposeful invention place us at the center of the way the world works, learns and lives.

In addition, our sustained investment in research, development and engineering capabilities means we are always ready to solve the toughest challenges alongside our customers.

In 2022, Corning unveiled its newest glass innovation, Corning® Gorilla® Glass Victus® 2, which delivers improved cover glass drop performance on rough surfaces like concrete, while preserving the scratch resistance of Corning® Gorilla® Glass Victus®.

Refer to the material under the heading “Patents and Trademarks” for more information.

Refer to the material under the heading “Patents and Trademarks” for more information.

_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.

HSG is a leading provider of high-purity polysilicon products for the solar power and electronics industries.

HSG operates in the solar power market, as polysilicon is needed in the manufacturing process to produce sustainable solar power cell, panels and arrays, and the electronics markets, as polysilicon is used to create fabricated wafers and integrated circuit chips used by leading semiconductor manufacturers.

Hemlock and Emerging Growth Businesses also includes our pharmaceutical technologies business, which produces high-quality pharmaceutical glass tubing and vials to meet the rigorous needs of the pharmaceutical industry; our automotive glass solutions business, which enhances vehicle exteriors and interiors with innovations that enable lightweight, damage-resistant windows and displays; as well as other businesses and certain corporate investments.

Hemlock and Emerging Growth Businesses represented 11% of Corning’s total segment net sales in 2022.

| Optical Communications | | | 4,584 | | | | 2,135 | | | | 27 | |

| Display Technologies | | | 1,168 | | | | 159 | | | | 7 | |

| Specialty Materials | | | 2,645 | | | | 816 | | | | 12 | |

| Environmental Technologies | | | 965 | | | | 359 | | | | 11 | |

| Life Sciences | | | 551 | | | | 152 | | | | 2 | |

Since its creation, in addition to driving inclusive mindsets through the global deployment of a DE&I curriculum within Corning, ORESU’s external efforts have focused on building equity in education and economic development through continuous professional development, DE&I programs for educators and continued collaboration with community partners.

We conduct a climate survey each year at the enterprise level, analyzing results by business and region.

Like many other companies, 2022 yielded some recruitment and retention challenges primarily in specific locations within our US operations.

However, our Human Resource teams mobilized quickly with plans in place to address those issues.

Corning’s Total Recordable Incident Rate (“TRIR”) performance is at world class levels with a Company-wide TRIR of just 0.46 in 2022.

In addition, we encouraged COVID vaccinations and boosters among our employees and in the communities in which we operate.

Jaymin Amin  _Senior Vice President and Chief Technology Officer_

Dr. Amin joined Corning in 1997 as a senior research scientist.

He held numerous operational roles within Photonics before joining Corning Specialty Materials in 2004.

He led product and process development, product engineering and commercial technology for Gorilla Glass and later for Mobile Consumer Electronics.

In 2020, Dr. Amin was appointed vice president and general manager, Corning Gorilla Glass, Mobile Consumer Electronics, and in June 2022 he was appointed senior vice president and chief technology officer.

Age 61.

Age 64.

Li Fang  _President and General Manager, International_

Age 57.

Age 64.

Anne Mullins  _Senior Vice President_

Age 60.

Age 54.

Age 55.

Ms. Seetharam joined Corning in November 2022 as senior vice president and chief digital & information officer.

There were 845,849,498 shares of Corning’s common stock issued and outstanding as of January 31, 2022.

Part III of this Annual Report on Form 10-K will be incorporated by reference from certain portions of the definitive Proxy Statement for the Registrant’s 2022 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A or will be included in an amendment to this Report.

Corning Incorporated is a leading innovator in materials science.

We succeed through sustained investment in research and development, a unique combination of material and process innovation, and deep, trust-based relationships with customers who are global leaders in their industries.

In 2020, Corning unveiled its toughest Gorilla Glass yet, Corning® Gorilla® Glass Victus®, which significantly improves both drop and scratch performance, addressing consumer demand for improved durability.

_All Other_

This group is comprised of the results of HSG, the pharmaceutical technologies business, auto glass, new product lines and development projects, as well as other businesses and certain corporate investments.

“All Other” represented 9% of Corning’s consolidated net sales in 2021.

| Display Technologies | | | 1,176 | | | | 165 | | | | 3 | |

| Optical Communications | | | 4,562 | | | | 2,110 | | | | 33 | |

| Specialty Materials | | | 2,399 | | | | 743 | | | | 5 | |

| Environmental Technologies | | | 1,050 | | | | 362 | | | | 10 | |

| Life Sciences | | | 567 | | | | 173 | | | | 1 | |

Since its creation, in addition to launching enterprise-wide Unconscious Bias training and entering a $5.5 million strategic partnership with North Carolina A&T University, ORESU is also engaging with local communities to enhance public safety and create places where students of color can thrive.

In 2021, as a result of these objectives, our talent processes supported the net addition of approximately 11,100 employees worldwide, with significant growth in all regions.

Although 2021 yielded some recruitment and retention challenges primarily in specific locations within our US operations, our talent management approach enabled our HR teams to mobilize quickly with plans in place to address those issues.

We continue to rank within the top quartile of our ORCHSE Strategies, LLC.

(a National Safety Council membership-based workplace safety group) peer group in terms of total recordable incident rate (TRIR) performance with a Company-wide TRIR of just 0.50 in 2021.

In addition, we encouraged COVID vaccinations and boosters among our employees and in the communities in which we operate, supplying more than 100,000 vaccines to employees, families and community members in locations such as Reynosa Mexico, Asan Korea and Pune India.

Age 56.

Age 63.

Age 59.

David L.

Dr. Morse joined Corning in 1976 as a composition scientist in glass research.

In 1985, he was named senior research associate, manager of consumer products development in 1987 and director of materials research in 1990.

He served in a variety of technology leadership positions in organic materials and telecommunications before joining Corporate Research in 2001.

From 2006 to 2012, he served as senior vice president and director, Corporate Research.

Dr. Morse was appointed to his current position in 2012.

Age 69.

Age 62.

He was appointed to his current position in April 2020.

Age 53.

Schlesinger  _Senior Vice President and Corporate Controller_

On December 7, 2021, Corning's Board of Directors appointed Mr. Schlesinger as executive vice president and chief financial officer, effective February 18, 2022.

R.

Tony Tripeny  _Executive Vice President and Chief Financial Officer_

Mr. Tripeny joined Corning Cable Systems in 1985 as the corporate accounting manager and became the Keller, Texas facility’s plant controller in 1989.

In 1993, he was appointed equipment division controller and, in 1996, corporate controller.

Mr. Tripeny was appointed chief financial officer of Corning Cable Systems in July 2000 and, in 2003, he took on the additional role of group controller, Telecommunications.

Mr. Tripeny was then appointed as Corning’s senior vice president and chief financial officer in September 2015.

| (a) | Corning Incorporated common stock is listed on the New York Stock Exchange. In addition, it is traded on the Boston, Midwest and Philadelphia stock exchanges. Common stock options are traded on the Chicago Board Options Exchange. The NYSE ticker symbol for Corning Incorporated is “GLW”. |

| --- | --- |

As of December 31, 2022, there were approximately 11,500 registered holders of common stock and approximately 748,000 beneficial shareholders.

Information with respect to securities authorized for issuance under equity compensation plans is included herein under Item 12.

_Performance Graph_

The following graph illustrates the cumulative total shareholder return over the last five years of Corning’s common stock, the S&P 500 and the S&P Communications Equipment Companies.

The graph includes the capital-weighted-performance results of those companies in the communications equipment company classification that are also included in the S&P 500.


| (b) | Not applicable. |

| --- | --- |

| (c) | The following table provides information about purchases of common stock during the fourth quarter of 2022: |

| --- | --- |

Issuer Purchases of Equity Securities

| Period | | Total number of shares purchased (1) | | | | Average price paid per share (2) | | | | Number of shares purchased as part of publicly announced programs | | | | Approximate dollar value of shares that may yet be purchased under the programs | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1-31, 2022 | | | 91,941 | | | $ | 30.11 | | | | — | | | | | |

| November 1-30, 2022 | | | 38,800 | | | $ | 32.62 | | | | — | | | | | |

| December 1-31, 2022 | | | 14,832 | | | $ | 33.91 | | | | — | | | | | |

| Total | | | 145,573 | | | $ | 31.16 | | | | — | | | $ | 3,301,085,426 | |

| (1) | This column reflects: (i) 86,443 shares of common stock related to the vesting of employee restricted stock; (ii) 58,007 shares of common stock related to the vesting of employee restricted stock units; (iii) 945 shares of common stock related to the vesting of employee performance stock units; and (iv) 178 shares of common stock related to the exercise of employee stock options and payment of the exercise price. |

| --- | --- |

| (2) | Represents the stock price at the time of surrender. |

| --- | --- |

[](# "mda")Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) was prepared to provide a historical and prospective narrative on our financial condition and results of operations through the eyes of management and should be read in conjunction with our consolidated financial statements and the accompanying notes to those financial statements.

The discussion and analysis of the 2021 to 2020 year-over-year changes are not included herein and can be found in the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Our MD&A is organized as follows:

| • | Overview |

| --- | --- |

| • | Results of Operations |

| --- | --- |

| • | Segment Analysis |

| --- | --- |

| • | Core Performance Measures |

| --- | --- |

| • | Liquidity and Capital Resources |

| --- | --- |

| • | Environment |

| --- | --- |

| • | Critical Accounting Estimates |

| --- | --- |

| • | New Accounting Standards |

| --- | --- |

| • | Forward-Looking Statements |

| --- | --- |

OVERVIEW

We introduced our 2020-to-2023 Strategy & Growth Framework with a focus on capturing opportunities to sell more Corning content through each of our Market-Access Platforms.

Our goals included core sales growth at a compound annual growth rate of 6 to 8 percent.

From 2019, when we first introduced the new framework, through 2022, we grew core sales at a greater than 8 percent CAGR, even in the face of ongoing external challenges.

Over the past four years, we advanced significant strategic initiatives, including fiber-to-the-home and data center solutions in Optical Communications, delivering on our gasoline particulate filter content opportunity in Environmental Technologies, introducing Ceramic Shield with Apple in Specialty Materials and ramping our Gen 10.5 plants to extend our leadership in Display Technologies.

In addition, we made major progress on our emerging innovations; we gained significant traction in our Automotive Glass Solutions business; and our pharmaceutical packaging portfolio played a central role in combatting the global pandemic and supported the delivery of more than 8 billion COVID-19 doses.

These achievements have helped extend our leadership positions across our markets and pave the way for future growth.

Since 2020, the external environment has been characterized by the impact of the pandemic and its resulting effects including supply chain disruptions, depressed productivity, large swings in consumer spending and inflation.

Our 2022 results are a prime example of our resilience in this complex operating environment.

Building off a strong 2021, we outperformed our consumer-facing end markets, we captured growth in the solar market and we delivered record sales of $5 billion dollars in Optical Communications.

However, our profitability and cash flow have lagged sales growth as a number of pandemic-driven effects continue to ripple across the global economy.

Our core priorities throughout this period were protecting our people and delivering for our customers, and as a result, we operated with elevated staffing and higher-than-normal inventory levels during this period.

In addition, persistent inflation added to the cost of raw materials we purchased, the cost to produce and ship our products and the inventory we maintained.

In response, we took a series of actions to improve profitability and cash generation throughout 2022.

In the fourth quarter of 2022, we took multiple additional actions, including raising prices across our businesses to more appropriately share inflationary costs with our customers; adjusting our productivity ratios closer to historical metrics without impacting our ability to supply and capture future growth; and normalizing inventory levels.

Overall, we will continue to focus on operating each of our businesses well and adjusting to meet the needs of the moment while simultaneously advancing growth initiatives and capabilities that will drive continued success as the global economy stabilizes.

Our focused and cohesive portfolio provides strategic resilience that is evident in our results, even in the current environment.

The sections titled “Proposal 1 Election of Directors,” “Corporate Governance and the Board of Directors” and “Delinquent Section 16(a) Reports” in our Definitive Proxy Statement [removed: relating to our Annual Meeting of Shareholders to be held on April 28, 2022,] are incorporated by reference in this Annual Report on Form 10-K.

of this [added: Annual Report on] Form 10-K for a listing of executive officers.

Mr. Brun is chairman and chief executive officer of Sarr Group, LLC, co-founder, chairman and chief executive officer of Ariel Alternatives, LLC, [removed: vice chairman and] senior advisor of [removed: G100 Companies and] [added: G100, Council Advisors,] World 50 and a member of the Council on Foreign Relations.

He is also the founder and former chief executive officer and chairman of Hamilton Lane, where he served as chief executive officer and chairman from 1991 until 2005, former lead director of Merck & Co., [removed: Inc.; a] [added: Inc.,] former director and chairman of the board of Automatic Data Processing, [removed: Inc.,] [added: Inc.] and a former director of Hewlett Packard Enterprise Company.

In addition, Mr. Brun also served as a managing director and co-founder of the investment banking group of Fidelity [removed: Bank,] [added: Bank] and [added: as a past] vice president in the corporate finance division of E.F. Hutton & Co. Mr. Brun joined Corning’s Board in 2018.

[removed: _Stephanie] [added: Stephanie] A.

[removed: Burns_]  [added: Burns]  _Retired Chairman and Chief Executive Officer, Dow Corning Corporation_

Dr. Burns has nearly [removed: 37] [added: 38] years of global innovation and business leadership experience.

Mr. Cummings retired as vice chairman of Investment Banking at JPMorgan Chase & Co. [removed: (JPM)] in [removed: February] 2016.

He had served in that role since [removed: December] 2010, advising on client opportunities across sectors and industry groups.

Mr. Cummings began his business career in the investment banking division of Goldman, Sachs & Co. in 1973 and was a partner of that firm from 1986 [removed: until his retirement in] [added: to] 1998.

Mr. Ferguson was the President and Chief Executive Officer of TIAA from April 2008 – [removed: March] [added: April] 2021.

Ms. Henretta has over [removed: 36] [added: 37] years of business leadership experience across both developed and developing markets, as well as expertise in brand building, marketing, philanthropic program development and government relations.

She was appointed group president, P&G Asia in 2007, group president of P&G Global Beauty Sector in [removed: June 2013,] [added: 2013] and group president of P&G E-Business in [removed: February] 2015.

She retired from P&G in [removed: June] 2015.

Before Cornell, Dr. Huttenlocher worked at Xerox Palo Alto Research Center and was Chief Technology Officer at Intelligent Markets, Inc. [removed: Mr. Huttenlocher joined Corning’s Board in 2015.][added: He has also served as the Chair of the John D. and Catherine T.]

Dr. Rieman has more than 33 years of experience in the software [removed: industry.][added: and information technology industries.]

He joined Raytheon in 1999 and served as president of Raytheon International, chairman and chief executive officer of Raytheon [removed: Aircraft,] [added: Aircraft] and executive vice president of Raytheon Company.

Mr. Weeks joined [removed: Corning in 1983] [added: Corning’s Board] in [removed: the finance group.][added: 2000.]

He has [added: also] held a variety of financial, [removed: business development,] commercial, [added: business development] and general management [removed: roles.][added: positions across Corning’s Market-Access Platforms and technologies since he joined the company in 1983.]

[removed: He was named chief executive officer in] [added: Mr. Weeks has been the Chief Executive Officer of Corning Incorporated since] April 2005 and [removed: chairman] [added: Chairman] of the [removed: board in] [added: Board of Directors since] April 2007.

Wrighton  [removed: _Interim President,] [added: _President,] George Washington University_

Dr. Wrighton has [removed: more than 28] [added: nearly 30] years of leadership experience overseeing large research universities.

He currently serves as [removed: interim] president of George Washington University, on sabbatical from his position as a professor and chancellor emeritus of Washington University in St. Louis where he served 24 years as its chief executive officer and 14 years as chancellor.

He is also a past chair of the Association of American Universities, the Business Higher Education [removed: Forum,] [added: Forum] and the Consortium on Financing Higher Education.

He was elected to membership in the American Academy of Arts and Sciences and the American Philosophical [removed: Society,] [added: Society] and he is a Fellow of the American Association for the Advancement of Science.

[removed: Code] [added: Code] of [removed: Ethics][added: Ethics]

During [removed: 2021,] [added: 2022,] no amendments to or waivers of the provisions of the Code were made with respect to any of our directors or executive officers.

We will also provide a copy of the Code of Ethics to shareholders without charge upon written request to Corporate Secretary, Corning Incorporated, [added: One Riverfront Plaza,] Corning, NY 14831.

The sections titled “Compensation Discussion and [removed: Analysis”,] [added: Analysis,”] “Director Compensation” and [removed: "Compensation] [added: “Compensation and Talent Management] Committee Interlocks and Insider [removed: Participation"] [added: Participation”] in our Definitive Proxy Statement [removed: relating to the Annual Meeting of Shareholders to be held on April 28, 2022,] are incorporated by reference in this Annual Report on Form 10-K.

The section titled “Beneficial Ownership Table” in our Definitive Proxy Statement [removed: relating to the Annual Meeting of Shareholders to be held on April 28, 2022,] are incorporated by reference in this Annual Report on Form 10-K.

| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | | Weighted-average exercise price of outstanding options, warrants and rights | | | | Number of securities remaining available for future issuance under equity compensation plans [removed: (excluding securities reflected in column A)] [added: (1)] | | |

| [removed: (1)] [added: (2)] | Shares indicated are total grants under the most recent shareholder approved plans. |

The sections [removed: entitled] [added: titled] “Policy on Transactions with Related [removed: Persons”,] [added: Persons,”] “Director Independence” and “Corporate Governance and the Board of Directors-Committees” in our Definitive Proxy Statement [removed: relating to the Annual Meeting of Shareholders to be held on April 28, 2022,] are incorporated by reference [removed: in] [added: into] this Annual Report on Form 10-K.

The sections [removed: entitled] [added: titled] “Fees Paid to Independent Registered Public Accounting Firm” and “Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm” in our Definitive Proxy Statement [removed: relating to the Annual Meeting of Shareholders to be held on April 28, 2022,] are incorporated by reference in this Annual Report on Form 10-K.

[removed: In April 2021,] PricewaterhouseCoopers LLP [removed: (PwC)] [added: (“PwC”)] issued its annual Public Company Accounting Oversight Board Rule 3526 independence letter to the Audit Committee of our Board of Directors and therein reported that it is independent under applicable standards in connection with its audit opinion for the financial statements contained in this report.

| | 1. | [Financial statements](#income) | | | [removed: [65](#income)] [added: [58](#income)] |

| | [10.1](http://www.sec.gov/Archives/edgar/data/24741/000091205703000144/a2104807zdef14a.htm) | [removed: [2000 Employee] [added: [2003] Equity [removed: Participation Program and 2003 Amendments] [added: Plan for Non-Employee Directors] (Incorporated by reference to Exhibit [removed: 1] [added: 3] of Corning Proxy Statement, Definitive 14A filed March 10, 2003 for April 24, 2003 Annual Meeting of Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000091205703000144/a2104807zdef14a.htm) |

| | [removed: [10.2](http://www.sec.gov/Archives/edgar/data/24741/000091205703000144/a2104807zdef14a.htm)] [added: [10.28](http://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm)] | [removed: [2003 Variable Compensation] [added: [2021 Long-Term Incentive] Plan (Incorporated by reference to [removed: Exhibit 2] [added: Appendix B] of Corning Proxy Statement, Definitive 14A filed March [removed: 10, 2003] [added: 18, 2021,] for April [removed: 24, 2003] [added: 29, 2021] Annual Meeting of [removed: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000091205703000144/a2104807zdef14a.htm)] [added: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm)] |

| | [removed: [10.3](http://www.sec.gov/Archives/edgar/data/24741/000091205703000144/a2104807zdef14a.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/24741/000120677406000382/d17985.htm)] | [removed: [2003] [added: [Amended 2003] Equity Plan for Non-Employee Directors (Incorporated by reference to [removed: Exhibit 3] [added: Appendix K] of Corning Proxy Statement, Definitive 14A filed March [removed: 10, 2003] [added: 8, 2006] for April [removed: 24, 2003] [added: 27, 2006] Annual Meeting of [removed: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000091205703000144/a2104807zdef14a.htm)] [added: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000120677406000382/d17985.htm)] |

Age 64.

She is also actively involved in charitable organizations focused on education and on the advancement of women in business, including The Women’s Forum of New York, New York University Stern School of Business, Junior Achievement of New Jersey and is a member of the Board of Trustees of Smith College.

Age 73.

Age 71.

Age 61.

MacArthur Foundation, an independent foundation that makes grants and impact investments to support non-profit organizations addressing global social challenges.

Dr. Huttenlocher holds a Ph.D. in computer science and a Master of Science degree in Electrical Engineering, both from the Massachusetts Institute of Technology.

Dr. Huttenlocher joined Corning’s Board in 2015.

Age 64.

Age 76.

Age 56.

Age 73.

He was a Lieutenant Commander and military pilot in the United States Navy and commercial pilot with United Airlines.

He is also a former member of the National Academies Aeronautics and Space Engineering Board.

Age 73.

The following table provides information about the Company’s equity compensation plans as of December 31, 2022:

| Equity compensation plans approved by security holders (2) | | | 9,664,672 | | | $ | 22.92 | | | | 32,332,203 | |

| Total | | | 9,664,672 | | | $ | 22.92 | | | | 32,332,203 | |

| (1) | Excludes 9.6 million of securities to be issued upon exercise of outstanding options, warrants and rights. |

| | [10.40](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471388.htm) | [Corning Incorporated Supplemental Investment Plan as Amended and Restated, effective January 1, 2023.](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471388.htm) |

| | [10.41](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471389.htm) | [Corning Incorporated Executive Supplemental Pension Plan as Amended and Restated, effective January 1, 2023.](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471389.htm) |

| | [10.42](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471390.htm) | [Corning Incorporated Supplemental Pension Plan as Amended and Restated, effective January 1, 2023.](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471390.htm) |

Schlesinger, Lewis A.

| --- | --- | --- |

| Stefan Becker | | |

| --- | --- | --- |

February 13, 2023

| Income before income taxes | | | 1,797 | | | | 2,426 | | | | 634 | |

| Net income | | | 1,386 | | | | 1,935 | | | | 523 | |

| Net income | | $ | 1,386 | | | $ | 1,935 | | | $ | 523 | |

| Realized and unrealized losses on derivatives | | | (30 | ) | | | (9 | ) | | | (9 | ) |

| Comprehensive income | | | 731 | | | | 1,500 | | | | 954 | |

| Comprehensive income attributable to non-controlling interest | | | (70 | ) | | | (29 | ) | | | (11 | ) |

| Net income | | $ | 1,386 | | | $ | 1,935 | | | $ | 523 | |

| Amortization of purchased intangibles | | | 123 | | | | 129 | | | | 121 | |

| Premiums paid on hedging contracts | | | (75 | ) | | | (48 | ) | | | (9 | ) |

| Proceeds from issuance of short-term debt | | | 70 | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | 1,316 | | | | | | | | | | | | 1,316 | | | | 70 | | | | 1,386 | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | (655 | ) | | | (655 | ) | | | (2 | ) | | | (657 | ) |

| Balance as of December 31, 2022 | | $ | \- | | | $ | 910 | | | $ | 16,682 | | | $ | 16,778 | | | $ | (20,532 | ) | | $ | (1,830 | ) | | $ | 12,008 | | | $ | 267 | | | $ | 12,275 | |

Age 63.

Age 69.

Ms. Craig has extensive finance, management, operational, technology and international business expertise, including her accomplishments and executive abilities as chief financial officer at Accenture.

Age 72.

Age 60.

Age 55.

Age 74.

He was named vice president and general manager of the Optical Fiber business in 1996 and president of Corning’s Optical Communications division in 2001.

He became Corning’s president and chief operation officer in April 2002.

Mr. Weeks is a director of Amazon.com, Inc.  Mr. Weeks joined Corning’s Board in 2000.

Age 62.

The following table shows the total number of outstanding stock options and shares available for other future issuances of options under existing equity compensation plans as of December 31, 2021:

| | | A | | | | B | | | | C | | |

| Equity compensation plans approved by security holders (1) | | | 11,904,441 | | | $ | 22.31 | | | | 38,657,008 | |

| Total | | | 11,904,441 | | | $ | 22.31 | | | | 38,657,008 | |

| --- | --- |

| | [10.9](http://www.sec.gov/Archives/edgar/data/24741/000002474104000497/q310q04.txt) | [Form of Corning Incorporated Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.4 of Corning’s Form 10-Q filed October 28, 2004).](http://www.sec.gov/Archives/edgar/data/24741/000002474104000497/q310q04.txt) |

| | [10.31](http://www.sec.gov/Archives/edgar/data/24741/000129993308002172/exhibit1.htm) | [Second Amended 2005 Employee Equity Participation Program (Incorporated by reference to Exhibit 10 of Corning’s Form 8-K filed April 25, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000129993308002172/exhibit1.htm) |

| | [10.32](http://www.sec.gov/Archives/edgar/data/24741/000002474108000248/q20810q.htm) | [Amendment No. 2 to Executive Supplemental Pension Plan effective July 16, 2008 (Incorporated by reference to Exhibit 10 of Corning’s Form 10-Q filed July 30, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000002474108000248/q20810q.htm) |

| | [10.35](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1054.htm) | [Form of Officer Severance Agreement Amendment No. 2 effective December 19, 2008 (Incorporated by reference to Exhibit 10.54 of Corning’s Form 10-K filed February 24, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1054.htm) |

| | [10.36](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1055.htm) | [Amendment No. 3 dated December 19, 2008 to Letter of Understanding dated April 23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.55 of Corning’s Form 10-K filed February 24, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1055.htm) |

| | [10.37](http://www.sec.gov/Archives/edgar/data/24741/000002474109000027/q20910q.htm) | [Amendment No. 2 to Corning Incorporated Supplemental Investment Plan approved April 29, 2009 (Incorporated by reference to Exhibit 10.1 of Corning’s Form 10-Q filed July 29, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000002474109000027/q20910q.htm) |

| | [10.38](http://www.sec.gov/Archives/edgar/data/24741/000002474109000027/q20910q.htm) | [Amendment No. 2 to Deferred Compensation Plan dated April 29, 2009 (Incorporated by reference to Exhibit 10.2 of Corning’s Form 10-Q filed July 29, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000002474109000027/q20910q.htm) |

| | [10.39](http://www.sec.gov/Archives/edgar/data/24741/000119312510027165/dex1058.htm) | [Amendment No. 2 to 2006 Variable Compensation Plan dated December 2, 2009 (Incorporated by reference to Exhibit 10.58 of Corning’s Form 10-K filed February 10, 2010).](http://www.sec.gov/Archives/edgar/data/24741/000119312510027165/dex1058.htm) |

| | [10.40](http://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm) | [2010 Variable Compensation Plan (Incorporated by reference to Appendix A of Corning’s Proxy Statement, Definitive 14A filed March 15, 2010 for April 29, 2010 Annual Meeting of Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm) |

| | [10.41](http://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm) | [2010 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March 15, 2010 for April 29, 2010 Annual Meeting of Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm) |

| | [10.42](http://www.sec.gov/Archives/edgar/data/24741/000119312511030621/dex1066.htm) | [Amendment No. 2 to Corning Incorporated Supplemental Pension Plan dated December 18, 2008 (Incorporated by reference to Exhibit 10.66 of Corning’s Form 10-K filed February 10, 2011).](http://www.sec.gov/Archives/edgar/data/24741/000119312511030621/dex1066.htm) |

| | [10.44](http://www.sec.gov/Archives/edgar/data/24741/000130817913000024/exhibit_10.59.htm) | [Amendment No. 3 to Corning Incorporated Executive Supplemental Pension Plan effective December 31, 2008 (Incorporated by reference to Exhibit 10.59 of Corning’s Form 10-K filed February 13, 2013).](http://www.sec.gov/Archives/edgar/data/24741/000130817913000024/exhibit_10.59.htm) |

| | [10.45](http://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm) | [2021 Long-Term Incentive Plan (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March 18, 2021, for April 29, 2021 Annual Meeting of Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm) |

| | [10.46](http://www.sec.gov/Archives/edgar/data/24741/000130817913000024/exhibit_10.61.htm) | [Amendment No. 3 to Deferred Compensation Plan for Directors dated December 28, 2012 (Incorporated by reference to Exhibit 10.61 of Corning’s Form 10-K filed February 13, 2013).](http://www.sec.gov/Archives/edgar/data/24741/000130817913000024/exhibit_10.61.htm) |

| | [10.47](http://www.sec.gov/Archives/edgar/data/24741/000130817913000024/exhibit_10.62.htm) | [Amendment No. 4 to Corning Incorporated Executive Supplemental Pension Plan effective December 31, 2012 (Incorporated by reference to Exhibit 10.62 of Corning’s Form 10-K filed February 13, 2013).](http://www.sec.gov/Archives/edgar/data/24741/000130817913000024/exhibit_10.62.htm) |

| | [10.48](http://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.69.htm) | [Form of Corning Incorporated Cash Performance Unit Agreement, effective January 1, 2014 (Incorporated by reference to Exhibit 10.69 to Corning’s Form 10-K filed on February 10, 2014, as amended by its Form 10-K/A filed on March 21, 2014).](http://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.69.htm) |

| | [10.49](http://www.sec.gov/Archives/edgar/data/24741/000002474114000054/exhibit10.htm) | [Amendment No. 4 to Deferred Compensation Plan for Directors dated September 30, 2014 (Incorporated by reference to Exhibit 10.1 of Corning’s Form 10-Q filed on October 29, 2014).](http://www.sec.gov/Archives/edgar/data/24741/000002474114000054/exhibit10.htm) |

| | [10.50](http://www.sec.gov/Archives/edgar/data/24741/000130817914000058/lcorning2014_def14a.htm#lcorninga071) | [2014 Variable Compensation Plan (Incorporated by reference to Appendix B of Corning’s Proxy Statement, Definitive 14A filed March 13, 2014 for the April 29, 2014 Annual Meeting of Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000130817914000058/lcorning2014_def14a.htm#lcorninga071) |

| | [10.51](http://www.sec.gov/Archives/edgar/data/24741/000002474115000015/exhibit1064.htm) | [Form of Corning Incorporated Incentive Stock Rights Agreement, effective January 1, 2015 (Incorporated by reference to Exhibit 10.64 of Corning’s Form 10-K filed February 13, 2015).](http://www.sec.gov/Archives/edgar/data/24741/000002474115000015/exhibit1064.htm) |

| | [10.52](http://www.sec.gov/Archives/edgar/data/24741/000002474115000015/exhibit1065.htm) | [Form of Corning Incorporated Cash Performance Unit Agreement, effective January 1, 2015 (Incorporated by reference to Exhibit 10.65 of Corning’s Form 10-K filed February 13, 2015).](http://www.sec.gov/Archives/edgar/data/24741/000002474115000015/exhibit1065.htm) |

| | [10.56](http://www.sec.gov/Archives/edgar/data/24741/000002474116000077/rsuagreement.htm) | [Form of Corning Incorporated Incentive Stock Rights Agreement, effective January 1, 2016 (Incorporated by reference to Exhibit 10.69 of Corning’s Form 10-K filed February 12, 2016).](http://www.sec.gov/Archives/edgar/data/24741/000002474116000077/rsuagreement.htm) |

| | [10.57](http://www.sec.gov/Archives/edgar/data/24741/000002474116000077/cashperfagreement.htm) | [Form of Corning Incorporated Cash Performance Unit Agreement, effective January 1, 2016 (Incorporated by reference to Exhibit 10.70 of Corning’s Form 10-K filed February 12, 2016).](http://www.sec.gov/Archives/edgar/data/24741/000002474116000077/cashperfagreement.htm) |

| | [10.59](http://www.sec.gov/Archives/edgar/data/24741/000002474117000011/exhibit10_73.htm) | [Form of Corning Incorporated Cash Performance Unit Agreement, effective January 1, 2017 (Incorporated by reference to Exhibit 10.73 of Corning’s Form 10-K filed February 6, 2017).](http://www.sec.gov/Archives/edgar/data/24741/000002474117000011/exhibit10_73.htm) |

| | [10.61](http://www.sec.gov/Archives/edgar/data/24741/000002474118000010/glw-20171231xex10_74.htm) | [Form of Corning Incorporated Incentive Stock Rights Agreement for Employees, effective January 1, 2018 (Incorporated by reference to Exhibit 10.74 of Corning’s Form 10-K filed February 15, 2018).](http://www.sec.gov/Archives/edgar/data/24741/000002474118000010/glw-20171231xex10_74.htm) |