Corning (GLW) 10-K risk factor changes: FY2023 vs FY2022

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

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

[removed: COVID-19 has] [added: Health crisis events, including epidemics or pandemics, such as COVID-19, have] impacted and may further impact the [removed: global] economy and could have additional impacts on economic growth, [added: supply chains,] the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates.

[removed: The] [added: Recently, the COVID-19] pandemic [removed: has] resulted in authorities around the world implementing numerous unprecedented measures such as travel restrictions, quarantines, shelter in place orders, vaccine mandates and facility shutdowns.

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

There is considerable uncertainty regarding the duration, scope and severity of [removed: the pandemic] [added: a health crisis event] and the impacts on our business and the [removed: global] economy from the effects of [removed: the ongoing pandemic] [added: such an event] and response measures.

Corning’s business relies on the timely supply of [added: raw] materials, [added: precious metals, natural resources or utilities including energy and industrial water,] equipment, [added: parts and components,] 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.

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, scale back or cease operations, which could impact our ability to meet customer [removed: demand.][added: demand and could have a material adverse effect on our business.]

| • | Natural disasters, the impacts of climate change, or other events beyond Corning’s control (such as earthquakes, utility interruptions, tsunamis, hurricanes, typhoons, floods, storms or extreme weather conditions, fires, regional economic downturns, regional or global health [removed: epidemics, including the ongoing COVID-19 pandemic,] [added: crisis events,] geopolitical turmoil, increased trade restrictions between the U.S. and China and other countries, social unrest, political instability, terrorism, or acts of war) in locations where it or its customers or suppliers have manufacturing, research, engineering or other operations. |

Corning’s Display Technologies segment generates a significant amount of the Company’s profits and cash flow; any significant decrease in display glass [removed: pricing] [added: pricing, volume] or market share could have a material and negative impact on our financial results

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

If we are not able to achieve proportionate reductions in costs and/or increases in volume [added: or price] to offset [removed: ongoing pricing pressure,] [added: the aforementioned factors,] it could have a material adverse impact on our financial results.

| | | Number of combined end customers | | [added: | |] % of total segment net sales in [removed: 2022] [added: 2023] | [added: | |]

| Optical Communications | | [added: |] 2 | | [removed: 26%] | [added: | 21 | % |]

| Display Technologies | | [removed: 2] | [added: 3] | [removed: 37%] | [added: | | 44 | % |]

| Specialty Materials | | [added: |] 2 | | [removed: 49%] | [added: | 44 | % |]

| Environmental Technologies | | [added: |] 3 | | [removed: 74%] | [added: | 68 | % |]

| Life Sciences | | [added: |] 2 | | [removed: 37%] | [added: | 41 | % |]

We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market [removed: share,] [added: share] and [added: decreased sales and profits, and] we may be subject to claims of infringement of the intellectual property rights of others

We cannot provide assurance that the patents [removed: that] we hold or may obtain will provide meaningful protection against our competitors.

We periodically receive notices from, or have lawsuits filed against [removed: us] [added: us,] by third parties claiming infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements with them.

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

Compliance with [removed: laws] [added: multiple legal] and [removed: regulations] [added: regulatory requirements] increases our costs.

| • | [removed: Periodic health] [added: Health crisis events, including] epidemic or pandemic [removed: concerns, such as COVID-19;] [added: concerns;] |

A large portion of our sales, profit and cash flows are transacted in non-U.S. dollar [removed: currencies.][added: currencies, primarily the Japanese yen, South Korean won, New Taiwan dollar, Chinese yuan and euro.]

These [removed: factors, which are variable and generally outside of our control,] [added: factors] could materially impact our results of operations, anticipated future results, financial position and cash flows.

We operate 124 manufacturing plants and processing facilities in 15 countries, of which approximately [removed: 32%] [added: 33%] are in the U.S. We own approximately 53% of our executive and corporate buildings, with 93% located in and around Corning, New York.

We also own approximately [removed: 64%] [added: 63%] of our sales and administrative office square footage, [removed: 81%] [added: 80%] of our research and development square footage, [removed: 66%] [added: 60%] of our manufacturing square footage and [removed: 7%] [added: 8%] of our warehousing square footage.

Manufacturing, sales and administrative, research and development facilities and warehouse facilities have an aggregate floor space of approximately [removed: 65.8] [added: 65.5] million square feet.

Total assets and capital expenditures by reportable segment are included in Note [removed: 19] [added: 17] (Reportable Segments) in the accompanying notes to the consolidated financial statements.

Information concerning lease commitments is included in Note [removed: 6] [added: 5] (Leases) in the accompanying notes to the consolidated financial statements.

Corning is a defendant in various lawsuits and is subject to various claims that arise in the normal course of business, the most significant of which are summarized in Note [removed: 13] [added: 12] (Commitments, Contingencies and Guarantees) in the accompanying notes to the consolidated financial statements.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] Corning had accrued approximately [removed: $109] [added: $88] million and [removed: $55] [added: $109] million, respectively, for the estimated undiscounted liability for environmental cleanup and related litigation.

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

Inadequate account security or organizational security practices may also result in unauthorized access.

[](# "cybersecurity")Item 1C.

Cybersecurity

Cybersecurity Risk Management

We developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical information technology (“IT”) systems and information.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, incident reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.

We designed and continue to assess our cybersecurity program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), which we use as a guide to help us identify, prioritize and manage the cybersecurity risks that could materially affect our business, financial condition or results of operations.

Our cybersecurity risk management program includes a cybersecurity incident response plan (“CIRP”).

Corning’s CIRP provides the Company with the capability for responding, reporting and remediating cybersecurity incidents.

It has been established to reduce or minimize the impact of cybersecurity incidents on the Company’s networks, IT systems, users or business processes.

Corning’s Cyber Security Incident Response Team, led by the Chief Information Security Officer (“CISO”), handles the response process for all cybersecurity incidents and Corning’s Corporate Crisis Response Team (“CCRT”) is mobilized and involved in any significant incidents.

Our cybersecurity risk management program also includes:

| ● | a continuous vulnerability management process to monitor and identify threats in our environment, including our IT networks and legacy systems, that could potentially have a materially adverse impact on our critical systems, information and broader enterprise IT environment; |

| --- | --- |

| ● | the use of reputable cybersecurity consultants and other third-party experts to enhance our cybersecurity posture, assist us in evaluating risks, conduct security assessments and provide guidance so the Company can maintain a posture of continual enhancement of our cybersecurity management and strategy; |

| ● | cybersecurity awareness training for our employees, incident response personnel and senior management; and |

| ● | a risk management process for critical third-party service providers, suppliers and vendors that includes due diligence in selection and periodic monitoring to ensure that they adhere to applicable cybersecurity standards. |

Cybersecurity Governance

Corning’s Board of Directors (“Board”) plays a role in overseeing risks associated with cybersecurity threats.

In particular, the IT Committee of the Board is responsible for cybersecurity governance and has information security oversight as a key component of its charter.

In all meetings, the IT Committee reviews the Company’s cybersecurity posture as well as significant cybersecurity events.

Corning’s Chief Digital and Information Officer (“CDIO”), in combination with Corning’s CISO, briefs the IT Committee on cybersecurity activities and long-term cybersecurity strategies, as well as general cybersecurity trends that could have a material impact on the Company.

On an annual basis, the CISO provides a cybersecurity update to the Board and participates in a joint meeting of the IT and Audit Committees to review significant cybersecurity risks and their impact, if any, on internal controls.

At any time, Board members may raise concerns regarding the Company’s cybersecurity posture and recommend future changes to controls or procedures.

Should a cybersecurity incident rise to the level of a corporate crisis, consistent with the Company’s CCRT escalation protocols, the Board would be engaged.

Our CDIO and our CISO lead our management team in assessing and managing our response to cybersecurity threats and incidents.

Our CDIO and CISO together have over 50 years of combined experience in information technology, digital and systems transformation, cybersecurity and related risk management and governance.

This team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants, and works with all divisional, manufacturing and functional teams within Corning on cybersecurity issues.

The team’s efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents are enhanced by briefings from internal security personnel, by receipt of threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, periodic assessments against the NIST CSF and through alerts and reports produced by security tools deployed in our IT environment.

While Corning has had to address various cybersecurity threats in the ordinary course of its business, we have not identified risks from cybersecurity threats, including as a result of any prior cybersecurity incidents, that have or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

| Manufacturing | | | 55.8 | | | | 22.5 | | | | 33.3 | |

| Warehouse | | | 3.4 | | | | 2.6 | | | | 0.8 | |

| Total | | | 65.5 | | | | 28.8 | | | | 36.7 | |

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, parts and components from our suppliers.

We may experience shortages that could adversely affect our operations.

A reduction, interruption or delay of supply, or a significant increase in the price for supplies, such as manufacturing equipment, precious metals, raw materials, utilities including energy and industrial water, could have a material adverse effect on our business.

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

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

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

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was approximately [removed: $26] [added: $30] billion based on the New York Stock Exchange closing price on such date.

There were [removed: 846,563,422] [added: 853,474,317] shares of common stock outstanding as of January 31, [removed: 2023.][added: 2024.]

Portions of Registrant's definitive Proxy Statement for its [removed: April 27, 2023] [added: May 2, 2024] Annual Meeting of Shareholders are incorporated by reference into Part III.

These statements relate to plans, objectives, expectations and estimates and may contain words such as [removed: “believes,” “expects,” “anticipates,” “estimates,” “forecasts,”] [added: “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “seek,” “see,” “would,” “target,” “estimate,” “forecast,”] or similar expressions.

Today, Corning’s markets include optical communications, mobile consumer electronics, [removed: display technology, automotive emissions control, laboratory products] [added: display, automotive, solar, semiconductor] and [removed: other glass products.][added: life sciences.]

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

The Optical Communications segment represented [removed: 34%] [added: 30%] of Corning’s total segment net sales in [removed: 2022.][added: 2023.]

The Display Technologies segment represented [removed: 22%] [added: 26%] of Corning’s total segment net sales in [removed: 2022.][added: 2023.]

The Specialty Materials segment represented 14% of Corning’s total segment net sales in [removed: 2022.][added: 2023.]

The Environmental Technologies segment represented [removed: 11%] [added: 13%] of Corning’s total segment net sales in [removed: 2022.][added: 2023.]

The Life Sciences segment represented [removed: 8%] [added: 7%] of Corning’s total segment net sales in [removed: 2022.][added: 2023.]

Hemlock and Emerging Growth Businesses represented [removed: 11%] [added: 10%] of Corning’s total segment net sales in [removed: 2022.][added: 2023.]

Additional explanation regarding Corning and its five reportable segments, as well as financial information about geographic areas, is presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note [removed: 19] [added: 17] (Reportable Segments) in the accompanying notes to the consolidated financial statements.

Some of these competitors are larger than [removed: us,] [added: we are,] and some have broader product lines.

Our principal competitors include [removed: CommScope,] [added: CommScope Holding Company,] Inc. and Prysmian Group S.p.A.

The environment for high-performance display glass substrate products is very competitive and we have maintained our competitive advantages by investing in new products, continually improving our proprietary fusion manufacturing process and providing a consistent and reliable supply of [removed: high quality] [added: high-quality] products.

Our principal competitors include Thermo Fisher [removed: Scientific,] [added: Scientific] Inc., Avantor, Inc., Greiner AG, Eppendorf [removed: AG,] [added: SE,] Sarstedt AG [added: & Co. KG] and Danaher Corporation.

In [removed: 2022,] [added: 2023,] we were granted about [removed: 470] [added: 520] patents in the U.S. and over [removed: 1,450] [added: 1,510] patents in countries outside the U.S.

At the end of [removed: 2022,] [added: 2023,] we owned about [removed: 12,465] [added: 12,975] unexpired patents in various countries, of which about [removed: 4,470] [added: 4,660] were U.S. patents.

Between [removed: 2023] [added: 2024] and [removed: 2025,] [added: 2026,] approximately [removed: 650,] [added: 730,] or [removed: 5%,] [added: 6%,] of these worldwide patents will expire, while at the same time we intend to seek patents protecting our newer innovations.

Worldwide, we have about [removed: 8,480] [added: 8,370] patent applications in process, with about [removed: 2,170] [added: 2,130] in process in the U.S. Our patent portfolio will continue to provide a competitive advantage in protecting our [removed: innovation,] [added: innovations,] although our competitors in each of our businesses are actively seeking patent protection as well.

Important [removed: U.S.-issued] [added: issued] patents in our reportable segments include the following:

| | | Number of patents worldwide | | | | U.S. patents | | | | Important U.S. patents expiring between [removed: 2023] [added: 2024] and [removed: 2025] [added: 2026] | | |

To maintain compliance with such regulations, capital expenditures for pollution control in operations were approximately [removed: $20.5] [added: $21.8] million in [removed: 2022] [added: 2023] and are estimated to be [removed: $29.7] [added: $20.1] million in [removed: 2023.][added: 2024.]

Our [removed: 2022] [added: 2023] consolidated operating results [removed: were charged with] [added: reflect] approximately [removed: $60.2] [added: $69.6] million for depreciation, maintenance, waste disposal and other operating expenses associated with pollution control.

Our unparalleled expertise in our core technologies along with deep manufacturing and engineering capabilities require a talent strategy focused on attracting and retaining exceptional people, [removed: fostering] [added: building] a culture that enables innovation and collaboration and supporting long and successful careers.

Each of our [removed: 57,500] [added: 49,800] full- and part-time employees in 44 countries make an important contribution, whether in one of our manufacturing or processing facilities, research labs, sales offices or other facilities.

Approximately [removed: 65%] [added: 60%] of all employees are in production and maintenance roles and [removed: an estimated 58%] [added: more than 60%] of [removed: those] [added: all] employees are represented by a [removed: union or] [added: union,] works [removed: council.][added: council or other representative group.]

We measure how we live our Values through [removed: the] [added: our] annual [removed: Corporate Values Survey.][added: “Voice to Action” workplace culture survey.]

We are focused on [removed: leveraging] [added: building] globally diverse teams and creating an inclusive environment for all.

Our global workforce is comprised of [removed: 62%] [added: 64%] men and [removed: 38%] [added: 36%] women.

In all regions of the world, we are continuing to invest in building our [added: talent] pipeline of [removed: female and minority talent] [added: women] through targeted recruitment efforts, mentoring and coaching programs, networking opportunities, personalized development plans and proactive career management.

Since [removed: 2010,] [added: 2013,] gender and ethnic diversity among members of the Corporate Management Group, which includes [removed: about 230] [added: approximately 240] of the Company’s top global leaders, increased from [removed: 28%] [added: 30%] to 51%; corporate officer diverse representation has increased from [removed: 21%] [added: 23%] to 42%.

As [removed: businesses grow organically or through acquisition,] [added: business needs change,] we create human capital objectives to ensure we have the right people with the right skills in place to deliver that growth.

In addition, we collaborate with organizations such as the Society of Women Engineers, [removed: The Association] [added: the Society] of [removed: Latino Professionals for America,] [added: Hispanic Professional Engineers,] National Society of Black Engineers and military veterans’ groups to introduce us to [removed: qualified,] [added: talented,] diverse candidates.

It is important to Corning that employees continue to grow and [removed: develop, pursuing their careers at the Company over the long-term.][added: develop.]

We offer a variety of [added: enterprise and on-demand] developmental programs and [removed: experiences] [added: experiences,] targeted to all levels in the organization.

Talent retention is an ongoing [removed: important] focus area which aligns with our strategy of encouraging and supporting longer-term careers with Corning.

| 3.875% Notes due 2026 | | GLW26 | | New York Stock Exchange |

| 4.125% Notes due 2031 | | GLW31 | | New York Stock Exchange |

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

We collaborated with Apple to deliver durable glass with infused color for the back of Apple's iPhone 15 and iPhone 15 Plus devices.

These devices also feature Ceramic Shield, a highly transparent, color-free glass-ceramic, which offers unparalleled durability and toughness for smartphones.

This group is primarily comprised of the results of Hemlock Semiconductor Group (“HSG”).

| Optical Communications | | | 4,824 | | | | 2,213 | | | | 31 | |

| Display Technologies | | | 1,135 | | | | 154 | | | | 9 | |

| Specialty Materials | | | 2,837 | | | | 866 | | | | 14 | |

| Environmental Technologies | | | 936 | | | | 346 | | | | 9 | |

| Life Sciences | | | 564 | | | | 158 | | | | 4 | |

In 2023, we had an 85% response rate with survey participation worldwide.

We use the results to pinpoint recurring global themes and develop plans to drive action based on employee feedback.

In 2021, we achieved 100% pay equity for all salaried men and women in our worldwide operations, having achieved it in the U.S. since 2017.

Our U.S. analysis also includes minority groups compared with white employees.

We continue to monitor regularly and make adjustments where appropriate to maintain our global gender pay equity.

The Office of Racial Equality and Social Unity (“ORESU”) extends our longstanding commitment to diversity, equity and inclusion at Corning into the communities in which our employees live and work.

Since its creation in 2020, in addition to driving inclusive mindsets within Corning, the office leads the development and execution of programs that address racial inequalities and socioeconomic disparities in communities at the local, state and national levels.

Our programs drive equity and help communities thrive by investing in education, economic growth and access to healthcare.

Corning also promotes healthy behaviors with its employees including flu and COVID vaccinations and has introduced global programs emphasizing mental health and wellness programs.

Age 65.

Li Fang _Senior Vice_ _President, Corning International and New Business Development, Solar_

In 2021 he was appointed as president and general manager, International, Corning Incorporated and in 2023 he was appointed senior vice president, Corning International and new business development, Solar.

Jordana D.

Ms. Kammerud joined Corning in 2023 with more than 20 years of experience leading progressive HR functions and has deep expertise in people, technology, and change on a global scale and across multiple industries.

Prior to joining Corning, she served as executive vice president and chief human resources officer at Claire’s, where she was responsible for global human resources, as well as corporate strategy, and enterprise transformation management.

Additionally, she led numerous technology, capability, and culture investments.

Prior to that role, Ms. Kammerud served as senior vice president, chief human resources officer, at Core-Mark.

She has also held human resources leadership positions with SC Johnson, American Express, and DaimlerChrysler.

Mr. McRae retired on December 31, 2023 after 38 years of service.

Age 65.

Age 55.

Age 48.

Age 53.

In 2020, he was appointed senior vice president and general manager, Corning Display and was appointed as senior vice president and general manager, Display & Corning Asia in 2023.

‎We invented the world’s first transparent, color-free glass-ceramic suitable for smartphone applications, which is featured as “Ceramic Shield” on the front cover of the latest iPhone models.

We partnered with Apple to develop and scale the manufacturing of Ceramic Shield, which offers unparalleled durability and toughness.

This group is primarily comprised of the results of Hemlock Semiconductor Group (“HSG”), which we obtained a controlling interest in during the third quarter of 2020 and have consolidated its results beginning on September 9, 2020.

Refer to Note 3 (HSG Transactions and Acquisitions) in the accompanying notes to the consolidated financial statements for additional information on this transaction.

| 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 | |

Our global workforce is concentrated in North America, the Asia Pacific region and EMEA.

We use the results to see what actions can be taken to improve living the Values.

In 2022, we continued to maintain 100% pay equity for all salaried men and women in our worldwide operations and pay equity across minority groups compared with white salaried employees in the U.S. We furthered our longstanding commitment to diversity, equity and inclusion (“DE&I”) in 2020 by creating the Office of Racial Equality and Social Unity (“ORESU”) to further our goal of a more equitable and inclusive culture at Corning and beyond.

The efforts of this office have not only impacted policies, practices, communications and our corporate culture, but have championed diversity and inclusion in the communities in which our employees live and work.

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.

Corning proudly sponsors 15 different Employee Resource Groups (“ERGs”) with 51 chapters worldwide.

They represent employees who are women, Black, Asian, Latino, Native American, people with disabilities, members of the LGBTQ+ community and veterans, among others.

The ERGs are vital in raising awareness, recruiting and retaining diverse talent and inspiring corporate leadership to adopt new policies, practices and services.

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

Businesses also conduct pulse surveys as needed, to measure engagement, satisfaction and alignment with our Values.

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.

With the continuation of the pandemic in 2022, we continued our Responsible Corning program initiated in 2020.

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

Age 54.

Cheryl C.

Ms. Capps joined Corning in 2011 as vice president, procurement and transportation and in 2018 she was appointed senior vice president, global supply chain.

Since joining Corning, Ms. Capps has worked to develop the capabilities within the global supply management function and across the corporation to transform supply chain into a competitive advantage for enabling innovation, growth and financial success.

She has many years of diverse leadership experience in business management, strategic planning, manufacturing, supply chain, quality, research and development.

Ms. Capps was appointed senior vice president and chief supply chain officer in 2020.

Age 64.

Age 57.

Li Fang  _President and General Manager, International_

Age 60.

Robert P.

France  _Senior Vice President, Human Resources_

Mr. France joined Corning in 2000 as a commercial Human Resources manager for Optical Fiber.

He moved to Display Technologies in 2004 as the division Human Resources manager.

He was Human Resources director for Corning Glass Technologies and Asia from 2004 to 2016.

From 2016 to 2018, Mr. France was Human Resources senior vice president for Corning Optical Communications, responsible for leading all aspects of the Human Resources function across several businesses and had HR Generalist responsibility for the Corning China organization.

Anne Mullins  _Senior Vice President_

As of December 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 11,500] [added: 11,000] registered holders of common stock and approximately [removed: 748,000] [added: 777,000] beneficial shareholders.

The following graph illustrates the cumulative total shareholder return over the last five years of Corning’s common [removed: stock,] [added: stock compared with] the [removed: S&P] [added: cumulative total return of companies on the Standard & Poor's (“S&P’s”)] 500 [added: Stock Index] and the S&P Communications Equipment [removed: Companies.][added: companies.]

[removed: ][added: ]

| (c) | The following table provides information about purchases of common stock during the fourth quarter of [removed: 2022:] [added: 2023:] |

| [removed: Period] [added: Execution date] | | 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 [removed: yet] be purchased under the [added: publicly announced] programs | | |

| Total | | | [removed: 145,573] [added: 125,097] | | | $ | [removed: 31.16] [added: 29.38] | | | | — | | | $ | 3,301,085,426 | |

| (1) | This column reflects: (i) [removed: 86,443] [added: 94,437] shares of common stock related to the vesting of employee restricted stock; (ii) [removed: 58,007] [added: 29,894] shares of common stock related to the vesting of employee restricted stock units; [added: and] (iii) [removed: 945] [added: 766] shares of common stock related to the vesting of employee performance stock [removed: units; and (iv) 178 shares of common stock related to the exercise of employee stock options and payment of the exercise price.] [added: units.] |

This graph assumes the investment of $100 on December 31, 2018 and the reinvestment of all dividends since that date.

| October 1-31, 2023 | | | 78,098 | | | $ | 29.94 | | | | — | | | | | |

| November 1-30, 2023 | | | 11,783 | | | $ | 26.70 | | | | — | | | | | |

| December 1-31, 2023 | | | 35,216 | | | $ | 29.02 | | | | — | | | | | |

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.

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

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

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

The discussion and analysis of the [removed: 2021] [added: 2022] to [removed: 2020] [added: 2021] year-over-year changes are not included herein and can be found in [removed: 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, [removed: 2021.][added: 2022.]

[removed: Net sales for] [added: For] the year ended December 31, [removed: 2022 were $14.2 billion, a] [added: 2023, we generated core] net [removed: increase] [added: sales] of [removed: $107 million, or 1%, when] [added: $13.6 billion] compared to [added: core net sales for] the year ended December 31, [removed: 2021.][added: 2022 of $14.8 billion.]

For the year ended December 31, [removed: 2022,] [added: 2023,] we generated [added: core] net income [removed: attributable to Corning Incorporated] of [removed: $1,316 million,] [added: $1.5 billion,] or [removed: $1.54] [added: $1.70] per [removed: diluted] share, compared to [added: core] net income [removed: attributable to Corning Incorporated of $1,906 million, or $1.28 per diluted share,] [added: generated] for the year ended December 31, [removed: 2021.][added: 2022 of $1.8 billion, or $2.09 per share.]

Refer to Note [removed: 16] [added: 14] (Shareholders’ Equity) [removed: and Note 17 (Earnings per Common Share)] in the accompanying notes to the consolidated financial statements for additional information.

[removed: _2023] [added: _2024] Corporate Outlook_

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 22] [added: 23] vs. [removed: 21] [added: 22] | | |

| Net sales | | $ | [removed: 14,189] [added: 12,588] | | | $ | [removed: 14,082] [added: 14,189] | | | | [removed: 1] [added: (11] | [removed: %] [added: %)] |

| Gross margin | | $ | [removed: 4,506] [added: 3,931] | | | $ | [removed: 5,063] [added: 4,506] | | | | [removed: (11] [added: (13] | %) |

| [removed: (gross] [added: Gross] margin [removed: %)] [added: %] | | | [removed: 32] [added: 31] | % | | | [removed: 36] [added: 32] | % | | | | |

| Selling, general and administrative expenses | | $ | [removed: 1,898] [added: 1,843] | | | $ | [removed: 1,827] [added: 1,898] | | | | [removed: 4] [added: (3] | [removed: %] [added: %)] |

| [removed: (as] [added: as] a % of net [removed: sales)] [added: sales] | | | [removed: 13] [added: 15] | % | | | 13 | % | | | | |

| Research, development and engineering expenses | | $ | [removed: 1,047] [added: 1,076] | | | $ | [removed: 995] [added: 1,047] | | | | [removed: 5] [added: 3] | % |

| [removed: (as] [added: as] a % of net [removed: sales)] [added: sales] | | | [removed: 7] [added: 9] | % | | | 7 | % | | | | |

| Translated earnings contract gain, net | | $ | [removed: 351] [added: 161] | | | $ | [removed: 354] [added: 351] | | | | [removed: (1] [added: (54] | %) |

| [removed: (as a % of] [added: Core] net [removed: sales)] [added: sales] | | [added: $] | [removed: 2] [added: 13,580] | [removed: %] | | [added: $] | [removed: 3] [added: 14,805] | [removed: %] | | | [added: (8] | [added: )%] |

| Income before income taxes | | $ | [removed: 1,797] [added: 816] | | | $ | [removed: 2,426] [added: 1,797] | | | | [removed: (26] [added: (55] | %) |

| Provision for income taxes | | $ | [removed: (411] [added: (168] | ) | | $ | [removed: (491] [added: (411] | ) | | | [removed: 16] [added: 59] | % |

| Effective tax rate | | | [removed: 23] [added: 20.6] | % | | | [removed: 20] [added: 22.9] | % | | | | |

| Net income attributable to Corning Incorporated | | $ | [removed: 1,316] [added: 581] | | | $ | [removed: 1,906] [added: 1,316] | | | | [removed: (31] [added: (56] | %) |

| Comprehensive income attributable to Corning Incorporated | | $ | [removed: 661] [added: 363] | | | $ | [removed: 1,471] [added: 661] | | | | [removed: (55] [added: (45] | %) |

Net sales for the year ended December 31, [removed: 2022 increased] [added: 2023 decreased] by [removed: $107 million,] [added: $1.6 billion,] or [removed: 1%,] [added: 11%,] when compared to the same period in [removed: 2021.][added: 2022.]

The [removed: increase] [added: decrease] was primarily driven by [removed: sales growth] [added: a decline] in [added: segment sales for] Optical Communications of [removed: $674 million] [added: $1.0 billion, Life Sciences of $0.3 billion] and Hemlock and Emerging Growth Businesses of [removed: $419 million,] [added: $0.2 billion, partially] offset by [removed: the adverse impact of volume declines in Display Technologies resulting in a decrease] [added: an increase] in segment [removed: net] sales [added: for Environmental Technologies] of [removed: $394 million.][added: $0.2 billion.]

In [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] sales in international markets accounted for [removed: 65%] [added: 67%] and [removed: 68%] [added: 65%] of total net sales, respectively.

Gross margin decreased by [removed: $557] [added: $575] million, or [removed: 11%] [added: 13%] and gross margin as a percentage of [added: net] sales decreased by [removed: 4] [added: 1] percentage [removed: points] [added: point] when compared to [removed: 2021.][added: 2022.]

Selling, general and administrative expenses [removed: increased] [added: decreased] by [removed: $71] [added: $55] million, or [removed: 4%,] [added: 3%,] and [removed: were consistent] [added: increased] as a percentage of [added: net] sales when compared to [removed: 2021.][added: 2022, primarily due to the decline in net sales.]

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

Research, development and engineering expenses increased by [removed: $52] [added: $29] million, or [removed: 5%,] [added: 3%,] and [removed: were consistent] [added: increased] as a percentage of [added: net] sales when compared to [removed: 2021.][added: 2022, primarily due to the decline in net sales.]

The following table provides detailed information on the impact of translated earnings [removed: contracts] [added: contract] gain, net [removed: for the years ended December 31, 2022 and 2021] (in millions):

| | | [removed: 2022] [added: 2023] | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | |

| Realized gain, net (1) [added: (2)] | | $ | [removed: 320] [added: 247] | | | $ | [removed: 245] [added: 198] | | | $ | [removed: 47] [added: 320] | | | $ | [removed: 36] [added: 245] | | | $ | [removed: 273] [added: (73] | [added: )] | | $ | [removed: 209] [added: (47] | [added: )] |

| Total translated earnings contract gain, net | | $ | [removed: 351] [added: 161] | | | $ | [removed: 269] [added: 130] | | | $ | [removed: 354] [added: 351] | | | $ | [removed: 273] [added: 269] | | | $ | [removed: (3] [added: (190] | ) | | $ | [removed: (4] [added: (139] | ) |

| (1) | For the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022, amount] includes pre-tax realized [removed: gains] [added: losses] of [removed: $20] [added: $68] million and pre-tax realized [removed: losses] [added: gains] of $20 million, respectively, related to the expiration of option contracts. These amounts were reflected within operating activities in the consolidated statements of cash flows. |

| [removed: (2)] [added: (3)] | The impact to income [added: for the years ended December 31, 2023 and 2022] was primarily driven by Japanese yen, South Korean won and euro-denominated hedges of translated earnings. |

For the year ended December 31, 2022, the effective tax rate differed from the U.S. statutory rate of 21% primarily due to [removed: the following:][added: changes in tax reserves, foreign earnings and valuation allowance assessments, partially offset by changes in tax credits generated and foreign derived intangible income.]

Refer to Note [removed: 7] [added: 6] (Income Taxes) in the accompanying notes to the consolidated financial statements for further details regarding income tax matters.

| | | [removed: 2022] [added: 2023] | | | | [added: 2022 | | | |] 2021 | | |

| Net income attributable to Corning Incorporated | | $ | [removed: 1,316] [added: 581] | | | $ | [removed: 1,906] [added: 1,316] | |

| Basic earnings per common share | | $ | [removed: 1.56] [added: 0.69] | | | $ | [removed: 1.30] [added: 1.56] | |

| Diluted earnings per common share | | $ | [removed: 1.54] [added: 0.68] | | | $ | [removed: 1.28] [added: 1.54] | |

| Weighted-average common shares outstanding - basic | | | [removed: 843] [added: 848] | | | | [removed: 828] [added: 843] | |

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

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

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.

Our capabilities are versatile and synergistic, allowing Corning to evolve to meet changing market needs, while also helping customers capture new opportunities in dynamic industries.

Corning strives to be a catalyst for positive change and to help move the world forward.

The Company drives profitable multiyear growth by inventing, making and selling life-changing products – all of which is based on a set of vital capabilities that are increasingly relevant to profound transformations that touch many facets of daily life.

Today, Corning's markets include optical communications, mobile consumer electronics, display, automotive, solar, semiconductor and life sciences.

At the start of 2023, we introduced plans to improve profitability and cash flow.

Throughout the year, we took action to restore our productivity ratios to historical levels and to raise price to more appropriately share inflation with our customers.

Our results demonstrated that we continue to make solid progress advancing market leadership, strengthening our profitability, and improving our cash flow generation even in the lower-demand environment that we are experiencing.

Although demand in most of our markets is temporarily depressed due to supply chain corrections and macroeconomic factors, we are entering 2024 operationally strong and we remain confident that key industry growth drivers are intact: specifically, wireless, broadband, 5G, cloud computing and advanced artificial intelligence in Optical communications, increased screen sizes in Display Technologies, tighter emission regulations that drive more and better filtration in Environmental Technologies and the need for more and more advanced cover materials in Mobile Consumer Electronics.

Additionally, we have built competitively-advantaged positions in the markets in which we participate and we believe we are the technology leader, as well as the lowest-cost producer, in those markets.

Therefore, as we expect our markets to normalize in the midterm, we believe we are well-positioned with the production capacity and technical capabilities necessary to capture this growth opportunity and deliver powerful incremental profit and cash to our shareholders.

We expect core net sales of approximately $3.1 billion for the first quarter of 2024.

| Cost of sales | | $ | 8,657 | | | $ | 9,683 | | | | (11 | %) |

The decrease in gross margin is primarily driven by the decrease in net sales, as discussed above.

Throughout 2023, actions were taken by management to improve profitability, including raising prices, restoring our productivity levels and normalizing inventory levels, which has resulted in improvements in gross margin as a percentage of net sales throughout the year despite the decline in sales.

| Unrealized (loss) gain, net (3) | | | (86 | ) | | | (68 | ) | | | 31 | | | | 24 | | | | (117 | ) | | | (92 | ) |

| (2) | For the year ended December 31, 2023, amount excludes $11 million gain related to a forward contract designated as a net investment hedge, which was reflected within investing activities in the consolidated statements of cash flows. |

Corning’s income before income taxes decreased by $981 million for the year ended December 31, 2023, when compared to the same period in 2022, which is primarily driven by a $575 million decline in gross margin, as discussed above, and $190 million less in translated earnings contract gain, net.

For the year ended December 31, 2023, the effective tax rate differed from the U.S. statutory rate of 21% primarily due to tax credits generated, non-taxable items, foreign derived intangible income and stock compensation windfall deductions, partially offset by changes in valuation allowance assessments, non-deductible items and tax reserves.

The effective tax rate for the year ended December 31, 2023 decreased compared to the year ended December 31, 2022 primarily due to changes in pretax earnings, non-taxable items and tax reserves, partially offset by changes in valuation allowance assessments, non-deductible items and foreign derived intangible income.

The IRA also provides credit incentives to taxpayers based on the type and amount of manufacturing activity performed.

None of the provisions within the IRA are expected to have a material impact on our results of operations, financial position or cash flow.

In December 2022, the European Union (“EU”) Member States formally adopted the EU Pillar Two Framework (“Pillar Two Framework”), which generally provides for a 15% global minimum effective tax rate, based on the Organization for Economic Cooperation and Development guidelines.

Certain countries have enacted this tax law change, with an effective date starting January 1, 2024 and January 1, 2025, for certain aspects of the directive.

The Company continues to evaluate the potential impact of the Pillar Two Framework, but we do not currently believe it will have a material impact on our results of operations, financial position or cash flow.

| | | 2023 | | | | 2022 | | |

The decrease in segment net sales was primarily driven by a decline in volume due to lower order rates from carriers as they continue to draw down inventory.

The decrease in segment net sales was primarily due to lower demand in the smartphone, tablet and notebook markets, partially offset by continued demand for semiconductor materials.

The increase in segment net sales was primarily due to increased demand of automotive products, including gasoline particulate filter adoption in China.

The decrease in segment net sales was primarily due to lower demand for COVID-related products in China and the impact of customers in North America and Europe drawing down inventory.

The decrease was primarily driven by a decrease in our HSG business due to declines in solar-grade polysilicon prices and lower sales in our Pharmaceutical Technologies business as the last of the volume commitments for COVID-related products were completed in the second quarter.

| | | 2023 | | | | 2022 | | | | 23 vs. 22 | | | | 23 vs. 22 | | |

The increase in segment net income was primarily driven by the increase in sales, as outlined above, and improved profitability which includes price increases in the second half of 2023.

The decrease was primarily driven by our HSG and Pharmaceutical Technologies businesses due to lower sales, as outlined above.

These hedging instruments may include, but are not limited to, foreign exchange forward or option contracts and foreign-denominated debt.

| | | 2023 | | | | 2022 | | | | 23 vs. 22 | | |

The decrease in core net sales of $1.2 billion was primarily driven by lower reportable segment net sales in Optical Communications of $1.0 billion and Life Sciences of $0.3 billion.

| --- | --- |

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.

We remain confident in our ability to deliver durable multiyear growth with improved margins and cash generation.

_2022 Results_

This is driven by 15% growth in segment net sales in Optical Communications of $674 million and 34% growth in Hemlock and Emerging Growth Businesses of $419 million, which helped offset a $394 million decrease in Display Technologies.

In addition, movements in foreign exchange rates adversely impacted Corning’s consolidated net sales by $616 million for the year ended December 31, 2022, when compared to the same period in 2021.

When compared to 2021, the $590 million decrease was primarily driven by a $238 million increase in severance, accelerated depreciation, asset write-offs and other related charges, a $50 million increase in litigation, regulatory and other legal matters and a $120 million adverse impact from foreign currency translation.

Diluted earnings per share for the year ended December 31, 2022 increased by $0.26 per diluted share, or 20%, when compared to the year ended December 31, 2021, primarily driven by the immediate repurchase and retirement of 35 million common shares which resulted in an $803 million one-time reduction to net income available to common shareholders in 2021, partially offset by the decrease in net income attributable to Corning Incorporated as described above.

For the first quarter 2023, we anticipate core sales in the range of $3.2 billion to $3.4 billion.

| (as a % of net sales) | | | 13 | % | | | 17 | % | | | | |

| (as a % of net sales) | | | 9 | % | | | 14 | % | | | | |

The decrease in gross margin was primarily driven by higher production, material and freight costs as well as incremental severance, accelerated depreciation, asset write-offs and other related charges of $257 million.

In addition, movements in foreign exchange rates had an adverse impact of $422 million on Corning’s consolidated gross margin for the year ended December 31, 2022, when compared to the same period in 2021.

| Unrealized gain, net (2) | | | 31 | | | | 24 | | | | 307 | | | | 237 | | | | (276 | ) | | | (213 | ) |

The translation impact of fluctuations in foreign currency exchange rates, including the impact of hedges realized in the current year, adversely impacted Corning’s income before income taxes by $142 million for the year ended December 31, 2022, when compared to the same period in 2021.

| • | A net provision of $67 million due to changes in tax reserves; |

| • | A net provision of $40 million due to differences arising from foreign earnings; and |

| • | A net provision of $38 million due to changes in valuation allowance assessments, offset by |

| • | A net benefit of $60 million due to tax credits; and |

| • | A net benefit of $49 million due to foreign derived intangible income. |

For the year ended December 31, 2021, the effective tax rate differed from the U.S. statutory rate of 21% primarily due to the following:

| • | A net benefit of $62 million due to tax credits; and |

| • | A net benefit of $37 million related to share-based compensation payments, offset by |

| • | A net provision of $52 million due to differences arising from foreign earnings, including the impact of intercompany asset sales. |

This provision of the IRA will first apply to the Company in 2024.

[removed: Corning’s] [added: Corning’s] Board of Directors

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

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

Dr. Burns has nearly [removed: 38] [added: 40] years of global innovation and business leadership experience.

[removed: Mr. Ferguson was] [added: He is] the [added: past] President and Chief Executive Officer of [removed: TIAA] [added: TIAA, a position he held] from [removed: April] 2008 [removed: – April] [added: to] 2021.

Ms. Henretta has [removed: over 37] [added: nearly 40] 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.

He previously served as president and chief executive officer of Educational Testing Service (ETS), a private non-profit educational testing and measurement organization, from 2000 until [removed: his retirement in December] 2013.

Prior to that, he was executive vice president and chief operating officer of E.I. Du Pont de Nemours and Company (DuPont), where he [removed: previously] held a number of senior leadership positions, including chief financial officer.

Mr. Martin is Vice President, US Public Policy at Meta Platforms, Inc. Prior to joining Meta, he was a partner and co-chair of the telecommunications practice at Squire Patton Boggs, an international law firm [removed: (2009] [added: from 2009] to [removed: 2015).][added: 2015.]

Dr. Rieman has more than [removed: 33] [added: 34] years of experience in the software and information technology industries.

He [removed: was] [added: is] a [added: former] Lieutenant Commander and military pilot in the United States Navy and [added: former] commercial pilot with United Airlines.

Mr. Weeks has [removed: been] [added: served as] the Chief Executive Officer of Corning Incorporated since April 2005 and Chairman of the Board of Directors since April 2007.

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

He currently serves as [removed: 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.

During [removed: 2022,] [added: 2023,] no amendments to or waivers of the provisions of the Code were made with respect to any of our directors or executive officers.

The section titled “Beneficial Ownership Table” in our Definitive Proxy Statement [removed: are] [added: is] incorporated by reference in this Annual Report on Form 10-K.

The following table provides information about the Company’s equity compensation plans as of December 31, [removed: 2022:][added: 2023:]

| (1) | Excludes [removed: 9.6] [added: 7.5] million of securities to be issued upon exercise of outstanding options, warrants and rights. |

| | 1. | [Financial statements](#income) | | | [removed: [58](#income)] [added: [57](#income)] |

| | [removed: [3.3](http://www.sec.gov/Archives/edgar/data/24741/000120677422000308/glw4017051-ex31.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/24741/000120677423001180/glw4248201-ex32.htm)] | [Amended and Restated By-Laws of Corning Incorporated, effective as of [removed: February 2, 2022] [added: October 4, 2023] (Incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] of Corning’s Form 8-K filed [removed: February 3, 2022).](http://www.sec.gov/Archives/edgar/data/24741/000120677422000308/glw4017051-ex31.htm)] [added: October 5, 2023).](http://www.sec.gov/Archives/edgar/data/24741/000120677423001180/glw4248201-ex32.htm)] |

| | [4.1](http://www.sec.gov/Archives/edgar/data/24741/000091205701007645/a2040933zex-4_01.htm) | [Indenture, dated November 8, 2000, by and between the Company and of The Bank of New York Mellon Trust Company, N.A. (successor to J. P. Morgan Chase & Co., formerly The Chase Manhattan Bank), as trustee (Incorporated by reference to Exhibit 4.01 to Corning’s Registration Statement on Form S-3, Registration Statement No. [removed: 333-251135).] [added: 333-275848).] The Company agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.](http://www.sec.gov/Archives/edgar/data/24741/000091205701007645/a2040933zex-4_01.htm) |

| | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/24741/000091205703000144/a2104807zdef14a.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm)] | [removed: [2003] [added: [2010] Equity Plan for Non-Employee Directors (Incorporated by reference to [removed: Exhibit 3] [added: Appendix B] of Corning Proxy Statement, Definitive 14A filed March [removed: 10, 2003] [added: 15, 2010] for April [removed: 24, 2003] [added: 29, 2010] 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/24741/000119312510056283/ddef14a.htm)] |

| | [removed: [10.2](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] | [Form of Officer Severance Agreement dated as of February 1, 2004 between Corning Incorporated and Lawrence D. McRae (Incorporated by reference to Exhibit 10.1 of Corning’s Form 10-Q filed May 4, 2004).](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt) |

| ‎ | [removed: [10.3](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] | [Form of Amendment dated as of February 1, 2004 to Change In Control Agreement dated as of October 4, 2000 between Corning Incorporated and Lawrence D. McRae (Incorporated by reference to Exhibit 10.4 of Corning’s Form 10-Q filed May 4, 2004).](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt) |

| | [removed: [10.4](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] | [Form of Change In Control Amendment dated as of October 4, 2000 between Corning Incorporated and Lawrence D. McRae (Incorporated by reference to Exhibit 10.5 of Corning’s Form 10-Q filed May 4, 2004).](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt) |

| | [removed: [10.5](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] | [Amendment dated as of February 1, 2004 to Change In Control Agreement dated as of April 23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.8 of Corning’s Form 10-Q filed May 4, 2004).](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt) |

| | [removed: [10.6](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt)] | [Change In Control Agreement dated as of April 23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.9 of Corning’s Form 10-Q filed May 4, 2004).](http://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt) |

| | [removed: [10.7](http://www.sec.gov/Archives/edgar/data/24741/000120677406000382/d17985.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/24741/000120677419000978/corning3492731-def14a.htm#p90)] | [removed: [Amended 2003] [added: [2019] Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix [removed: K] [added: B] of Corning Proxy Statement, Definitive 14A filed March [removed: 8, 2006] [added: 22, 2019] for [removed: April 27, 2006] [added: May 2, 2019] Annual Meeting of [removed: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000120677406000382/d17985.htm)] [added: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000120677419000978/corning3492731-def14a.htm#p90)] |

| | [removed: [10.8](http://www.sec.gov/Archives/edgar/data/24741/000120677407000512/exhibit10-28.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/24741/000120677407000512/exhibit10-28.htm)] | [Amended Corning Incorporated 2003 Equity Plan for Non-Employee Directors effective October 4, 2006 (Incorporated by reference to Exhibit 10.28 of Corning’s Form 10-K filed February 27, 2007).](http://www.sec.gov/Archives/edgar/data/24741/000120677407000512/exhibit10-28.htm) |

| | [removed: [10.9](http://www.sec.gov/Archives/edgar/data/24741/000120677407000512/exhibit10-31.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471389.htm)] | [removed: [Executive] [added: [Corning Incorporated Executive] Supplemental Pension Plan [removed: effective February 7, 2007] [added: as Amended] and [removed: signed February 12, 2007] [added: Restated, effective January 1, 2023] (Incorporated by reference to Exhibit [removed: 10.31 of Corning’s] [added: 10.41 to Corning's] Form 10-K filed February [removed: 27, 2007).](http://www.sec.gov/Archives/edgar/data/24741/000120677407000512/exhibit10-31.htm)] [added: 13, 2023).](http://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471389.htm)] |

| | [removed: [10.10](http://www.sec.gov/Archives/edgar/data/24741/000002474107000260/q10710q.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471388.htm)] | [removed: [Executive] [added: [Corning Incorporated] Supplemental Pension Plan as [removed: restated] [added: Amended] and [removed: signed April 10, 2007] [added: Restated, effective January 1, 2023] (Incorporated by reference to Exhibit [removed: 10 of Corning’s] [added: 10.42 to Corning's] Form [removed: 10-Q] [added: 10-K] filed [removed: April 27, 2007).](http://www.sec.gov/Archives/edgar/data/24741/000002474107000260/q10710q.htm)] [added: February 13, 2023).](http://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471388.htm)] |

| | [removed: [10.11](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1036.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1036.htm)] | [Corning Incorporated Performance Incentive Plan dated October 3, 2007 (Incorporated by reference to Exhibit 10.36 of Corning’s Form 10-K filed February 15, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1036.htm) |

| | [removed: [10.12](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1038.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1044.htm)] | [removed: [Corning Incorporated Supplemental Pension Plan dated October 3,] [added: [Form of Officer Severance Agreement Amendment, effective December 5,] 2007 (Incorporated by reference to Exhibit [removed: 10.38] [added: 10.44] of Corning’s Form 10-K filed February 15, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1038.htm)] [added: 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1044.htm)] |

| | [removed: [10.13](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1039.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1043.htm)] | [removed: [Corning Incorporated Supplemental Investment Plan dated October 3,] [added: [Form of Change in Control Agreement Amendment No. 2, effective December 5,] 2007 (Incorporated by reference to Exhibit [removed: 10.39] [added: 10.43] of Corning’s Form 10-K filed February 15, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1039.htm)] [added: 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1043.htm)] |

| | [removed: [10.14](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1042.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1042.htm)] | [Amendment No. 2 dated February 13, 2008 and Amendment dated as of February 1, 2004 to Letter of Understanding between Corning Incorporated and Wendell P. Weeks, and Letter of Understanding dated April 23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.42 of Corning’s Form 10-K filed February 15, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1042.htm) |

| | [removed: [10.15](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1043.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1053.htm)] | [Form of Change [removed: in] [added: of] Control Agreement Amendment No. [removed: 2,] [added: 3] effective December [removed: 5, 2007] [added: 19, 2008] (Incorporated by reference to Exhibit [removed: 10.43] [added: 10.53] of Corning’s Form 10-K filed February [removed: 15, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1043.htm)] [added: 24, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1053.htm)] |

| | [removed: [10.16](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1044.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1054.htm)] | [Form of Officer Severance Agreement [removed: Amendment,] [added: Amendment No. 2] effective December [removed: 5, 2007] [added: 19, 2008] (Incorporated by reference to Exhibit [removed: 10.44] [added: 10.54] of Corning’s Form 10-K filed February [removed: 15, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1044.htm)] [added: 24, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1054.htm)] |

| | [removed: [10.17](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1045.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1055.htm)] | [Amendment No. [removed: 1] [added: 3 dated December 19, 2008] to [added: Letter of Understanding dated April 23, 2002 between] Corning Incorporated [removed: Supplemental Investment Plan, approved December 17, 2007] [added: and Wendell P. Weeks] (Incorporated by reference to Exhibit [removed: 10.45] [added: 10.55] of Corning’s Form 10-K filed February [removed: 15, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1045.htm)] [added: 24, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1055.htm)] |

| | [removed: [10.21](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1053.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/24741/000002474120000014/glw-20191231xex10_80.htm)] | [Form of [removed: Change of Control Agreement Amendment No. 3] [added: Corning Incorporated Performance Share Unit Agreement,] effective [removed: December 19, 2008] [added: January 1, 2020] (Incorporated by reference to Exhibit [removed: 10.53] [added: 10.80] of Corning’s Form 10-K filed February [removed: 24, 2009).](http://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1053.htm)] [added: 14, 2020).](http://www.sec.gov/Archives/edgar/data/24741/000002474120000014/glw-20191231xex10_80.htm)] |

| | [removed: [10.25](http://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm)] | [removed: [2010 Equity] [added: [2021 Long-Term Incentive] Plan [removed: for Non-Employee Directors] (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March [removed: 15, 2010] [added: 18, 2021,] for April 29, [removed: 2010] [added: 2021] Annual Meeting of [removed: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm)] [added: Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm)] |

Age 68.

Age 77.

Age 66.

Age 74.

Ferguson, Jr. _Steven A.

Tananbaum Distinguished Fellow for International Economics, council on Foreign Relations_

Mr. Ferguson is the Steven A.

Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations.

He is also a partner and the Chief Investment Officer of Red Cell Partners, an incubation and venture capital enterprise focused on the health care and defense sectors.

Age 72.

Thomas D.

French _Senior Partner Emeritus, McKinsey & Company, Inc._

Mr. French retired as a Senior Partner of McKinsey & Company in December 2019, and currently is Senior Partner Emeritus.

Over the course of his 33-year career in consulting, he served leading technology-driven industrial companies on issues of strategy, marketing, corporate governance, and organization design.

He led the firm’s Global Marketing and Sales Practice for five years, the Americas Practice for seven years, and served on multiple firm governance committees.

He is a trustee of several non-profit organizations.

Mr. French joined Corning’s Board in 2023.

Age 62.

Age 65.

Age 77.

Prior to that, he was a special assistant to the president for Economic Policy and served on the staff of the National Economic Council, focusing on commerce and technology policy issues.

He served as the official U.S. government representative to the G-8’s Digital Opportunity Task Force.

Age 57.

Age 74.

Wrighton _Professor and Chancellor Emeritus, Washington University in St. Louis_

He served as president at George Washington University from January 2022 to June 2023 while on sabbatical from Washington University in St. Louis.

Age 74.

| Equity compensation plans approved by security holders (2) | | | 7,498,941 | | | $ | 23.82 | | | | 22,612,070 | |

| Total | | | 7,498,941 | | | $ | 23.82 | | | | 22,612,070 | |

| | [19](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm) | [Corning Incorporated Insider Trading Policy, effective February 1, 2023.](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm) |

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

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

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

| /s/ Thomas D. French | | Director |

| Thomas D. French | | |

| | | |

| | [3.](#fn3) | [Revenue](#fn3) | [73](#fn3) |

| | [4.](#fn4) | [Inventories](#fn4) | [74](#fn4) |

| | [5.](#fn5) | [Leases](#fn5) | [74](#fn5) |

| | [10.](#fn10) | [Debt](#fn10) | [81](#fn10) |

Age 70.

Age 67.

Age 76.

Age 73.

Ferguson, Jr.  _Retired President and Chief Executive Officer, TIAA_

Age 61.

Age 56.

Age 75.

Age 63.

Wrighton  _President, George Washington University_

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

| 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 | |

| --- | --- |

PricewaterhouseCoopers LLP (“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.

The Audit Committee has discussed with PwC its independence from Corning and concurred with PwC.

| | [10.18](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1046.htm) | [Amendment No. 1 to Corning Incorporated Supplemental Pension Plan, approved December 17, 2007 (Incorporated by reference to Exhibit 10.46 of Corning’s Form 10-K filed February 15, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1046.htm) |

| | [10.19](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1047.htm) | [Amendment No. 1 to Corning Incorporated Executive Supplemental Pension Plan, approved December 17, 2007 (Incorporated by reference to Exhibit 10.47 of Corning’s Form 10-K filed February 15, 2008).](http://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1047.htm) |

| | [10.20](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) |

| | [10.22](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) |

| | [10.23](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) |

| | [10.24](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) |

| | [10.26](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) |

| | [10.27](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) |

| | [10.28](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) |

| | [10.29](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) |

| | [10.36](http://www.sec.gov/Archives/edgar/data/24741/000120677419000978/corning3492731-def14a.htm#p90) | [2019 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March 22, 2019 for May 2, 2019 Annual Meeting of Shareholders).](http://www.sec.gov/Archives/edgar/data/24741/000120677419000978/corning3492731-def14a.htm#p90) |

| | [10.37](http://www.sec.gov/Archives/edgar/data/24741/000002474120000014/glw-20191231xex10_79.htm) | [Form of Corning Incorporated Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (for grants made under the 2019 Equity Plan for Non-Employee Directors), effective January 1, 2020 (Incorporated by reference to Exhibit 10.79 of Corning’s Form 10-K filed February 14, 2020).](http://www.sec.gov/Archives/edgar/data/24741/000002474120000014/glw-20191231xex10_79.htm) |

| | [10.38](http://www.sec.gov/Archives/edgar/data/24741/000002474120000014/glw-20191231xex10_80.htm) | [Form of Corning Incorporated Performance Share Unit Agreement, effective January 1, 2020 (Incorporated by reference to Exhibit 10.80 of Corning’s Form 10-K filed February 14, 2020).](http://www.sec.gov/Archives/edgar/data/24741/000002474120000014/glw-20191231xex10_80.htm) |

| | [3.](#fn4) | [HSG Transactions and Acquisitions](#fn4) | [73](#fn4) |

| | [4.](#fn5) | [Revenue](#fn5) | [74](#fn5) |

| | [5.](#fn6) | [Inventories](#fn6) | [75](#fn6) |

| | [6.](#fn7) | [Leases](#fn7) | [75](#fn7) |

| | [11.](#fn12) | [Debt](#fn12) | [83](#fn12) |

| | [14.](#fn15) | [Hedging Activities](#fn15) | [91](#fn15) |

| | [15.](#fn16) | [Fair Value Measurements](#fn16) | [93](#fn16) |

| | [19.](#fn_20) | [Reportable Segments](#fn_20) | [101](#fn_20) |

February 13, 2023

| Transaction-related gain, net (Note 3) | | | | | | | | | | | _498_ | |

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