Corning (GLW) 10-K risk factor changes: FY2024 vs FY2023

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

[removed: | • |] [added: -] The failure or inability to accurately forecast demand and obtain sufficient quantities of materials, equipment and services on a cost-effective basis; [removed: |]

[removed: | • |] [added: -] Volatility in the availability and cost of materials, equipment and services, including rising prices due to inflation or scarcity of availability; [removed: |]

[removed: | • |] [added: -] Difficulties or delays in obtaining required import or export approvals; [removed: |]

[removed: | • |] [added: -] Shipment delays due to transportation [removed: interruptions] [added: interruptions, labor strife] or capacity constraints; [removed: |]

[removed: | • |] [added: -] A worldwide shortage of semiconductor components or other issues; [removed: |]

[removed: | • |] [added: -] Information technology or infrastructure failures, including those of a third-party supplier or service provider; and [removed: |]

[removed: | • |] [added: -] 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 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. [removed: |]

[removed: Corning’s] [added: Corning’s] Display Technologies segment generates a significant amount of the [removed: Company’s] [added: Company’s] profits and cash flow; any significant decrease in display glass 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 [removed: depends largely on] [added: could be significantly impacted by] the profitability of our display glass business, which is subject to pricing pressure, exchange rate movements, industry competition, potential over-capacity, development of new technologies and operational and regulatory risks.

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

[removed: | • |] [added: -] The loss or insolvency of one or more of our key customers, could result in a substantial loss of sales and reduction in anticipated cash flows; [removed: |]

[removed: | • |] [added: -] Customers may possess substantial leverage in negotiating contractual obligations, including liability provisions; and [removed: |]

[removed: | • |] [added: -] Mergers and consolidations between customers could result in further concentration of the customer base. [removed: |]

The following table details the number of combined customers of our reportable segments that accounted for a large percentage of segment net [removed: sales:][added: sales, not adjusted for constant currency:]

| | | [added: |] Number of combined end customers | | | | [added: | |] % of total segment net sales in [removed: 2023] [added: 2024] | | |

| Optical Communications | | | 2 | | | | [removed: 21] | [added: | 27 | |] % |

| Display Technologies | | | [removed: 3] [added: 4] | | | | [removed: 44] | [added: | 67 | |] % |

| Specialty Materials | | | 2 | | | | [removed: 44] | [added: | 43 | |] % |

| Environmental Technologies | | | 3 | | | | [removed: 68] | [added: | 71 | |] % |

| Life Sciences | | | 2 | | | | [removed: 41] | [added: | 42 | |] % |

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

[removed: We] [added: Our security processes and initiatives] may [added: not] be [removed: unable to anticipate, detect, prevent] [added: capable of anticipating, detecting, preventing] or [removed: remediate future] [added: remediating all] attacks, particularly as attackers are becoming more sophisticated in their ability to circumvent controls and remove forensic evidence.

Corning is exposed to risks associated with [removed: an uncertain, recessionary and inflationary] [added: a] global [removed: economy][added: economy, including government fiscal and monetary policies]

[removed: | • |] [added: -] The economic and political conditions in each country or region and relationships among countries; [removed: |]

[removed: | • |] [added: -] Complex regulatory requirements affecting international trade and investment, including anti-dumping laws, export controls, the Foreign Corrupt Practices Act and local laws prohibiting improper payments. [removed: Our operations may be adversely affected by changes in the substance or enforcement of these regulatory requirements, and by actual or alleged violations of them; |]

[removed: | • |] [added: -] Fluctuations in currency exchange rates, convertibility of currencies and restrictions involving the movement of funds between jurisdictions and countries; [removed: |]

[removed: | • |] [added: -] Governmental protectionist policies and sovereign and political risks that may adversely affect Corning’s profitability and assets; [removed: |]

[removed: | • |] [added: -] Tariffs, trade duties and other trade barriers including anti-dumping and countervailing duties; [removed: |]

[removed: | • |] [added: -] Geographical concentration of our factories and operations, and regional shifts in our customer base; [removed: |]

[removed: | • |] [added: -] Health crisis events, including epidemic or pandemic concerns; [removed: |]

[removed: | • |] [added: -] Political unrest, geopolitical tensions, confiscation or expropriation of assets by foreign governments, terrorism and the potential for other hostilities; [removed: |]

[removed: | • |] [added: -] Difficulty in protecting intellectual property, sensitive commercial and operations data and information technology systems; [removed: |]

[removed: | • |] [added: -] Differing legal systems, including protection and treatment of intellectual property and patents; [removed: |]

[removed: | • |] [added: -] Complex, changing or competing tax regimes; [removed: |]

[removed: | • |] [added: -] Difficulty in collecting obligations owed to us; [removed: |]

[removed: | • |] [added: -] Natural disasters such as floods, earthquakes, tsunamis and windstorms; and [removed: |]

[removed: | • |] [added: -] Potential loss of utilities or other disruptions affecting manufacturing. [removed: |]

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

As a global technology and manufacturing company, we are engaged in various [removed: litigations] [added: litigation] and regulatory matters.

| | | | | | | | | | | | |

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The rapid development and increasing adoption of emerging technologies, such as artificial intelligence and machine learning, may further complicate our ability to anticipate and implement effective protective measures against cyber events.

Our operations may be adversely affected by changes in the substance or enforcement of these regulatory requirements, and by actual or alleged violations of them;

- Adverse changes relating to government grants, tax credits or other government incentives;

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[](# "staffcomments")Item 1B.

Unresolved Staff Comments

None.

[](# "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.

[](# "properties")Item 2.

Properties

We operate 124 manufacturing plants and processing facilities in 15 countries, of which approximately 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 63% of our sales and administrative office square footage, 80% of our research and development square footage, 60% of our manufacturing square footage and 8% of our warehousing square footage.

Manufacturing, sales and administrative, research and development facilities and warehouse facilities have an aggregate floor space of approximately 65.5 million square feet.

The following table presents the distribution of this total area:

| (million square feet) | | Total | | | | Domestic | | | | Foreign | | |

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 2023 to 2022 year-over-year changes are not included herein and can be found in “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, 2023.

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

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.

Going into 2024, we introduced our three-year Springboard plan to add more than $3 billion in annualized sales by the end of 2026.

As we capture this growth, we expect to deliver powerful incrementals because we already have the required production capacity and technical capabilities in place, and the cost and capital are already reflected in our financials.

Additionally, we expect to achieve an operating margin target of 20% by the end of 2026.

In 2024, we began marking important milestones toward our Springboard plan – including the implementation of price increases in Display Technologies and growth in Optical Communications driven by increased demand for our new Generative AI products.

And in the fourth quarter of 2024 compared to 2023 we grew quarterly sales while growing profit significantly faster, resulting in a strong close to the first year of Springboard.

Overall, we expect our businesses to benefit from a convergence of cyclical and secular trends, driving sales and profit growth across the company through 2026, and we are energized about the tremendous value Springboard creates for shareholders.

2025 Corporate Outlook

We expect core net sales of approximately $3.6 billion for the first quarter of 2025.

RESULTS OF OPERATIONS

The following table presents selected highlights from our operations (in millions):

| | | | | | | | | | | | | | | | | | |

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| | | | Year ended December 31, | | | | | | | | | | | | % change | | |

| | | | 2024 | | | | | | 2023 | | | | | | 24 vs. 23 | | |

| | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 13,118 | | | | | $ | 12,588 | | | | | 4 | | % |

| | | | | | | | | | | | | | | | | | |

| Cost of sales | | | $ | 8,842 | | | | | $ | 8,657 | | | | | 2 | | % |

| | | | | | | | | | | | | | | | | | |

We operate and conduct business in many foreign countries and as a result are exposed to movements in foreign currency exchange rates.

Our exposure to exchange rates has the following effects:

- Exchange rate movements on financial instruments and transactions denominated in foreign currencies that impact earnings; and

- Exchange rate movements upon conversion of net assets and net income of foreign subsidiaries for which the functional currency is not the U.S. dollar.

Our most significant foreign currency exposure relates to the Japanese yen, South Korean won, New Taiwan dollar, Chinese yuan, euro and Mexican peso.

We seek to mitigate the impact of exchange rate movements in our consolidated statements of income by using over-the-counter (“OTC”) derivative instruments including foreign exchange forward and option contracts.

In general, these hedges expire coincident with the timing of the underlying foreign currency commitments and transactions.

We are exposed to potential losses in the event of non-performance by our counterparties to these derivative contracts.

However, we minimize this risk by maintaining a diverse group of highly-rated major financial institutions as our counterparties.

We do not expect to record any losses as a result of such counterparty default.

Neither we nor our counterparties are required to post collateral for these financial instruments.

Our cash flow hedging activities utilize OTC foreign exchange forward contracts to reduce the risk that movements in exchange rates will adversely affect the net cash flows resulting from the sale of products to foreign customers and purchases from foreign suppliers.

We also use OTC foreign exchange forward and option contracts that are not designated as hedged instruments.

These contracts are used to offset economic currency risks.

The undesignated hedges limit exposure to foreign functional currency fluctuations related to certain subsidiaries’ monetary assets, monetary liabilities and net earnings in foreign currencies.

A significant portion of our non-U.S. revenue is denominated in Japanese yen.

When this revenue is translated back to U.S. dollars, we are exposed to foreign exchange rate movements in the Japanese yen.

To protect translated earnings against movements in the Japanese yen, we have entered into a series of option contracts and average rate forwards.

Since inception of the Company’s Japanese yen-denominated debt, the Japanese yen has weakened and the U.S. dollar value of these liabilities has decreased, generating unrealized foreign exchange gains that have been recognized over time in the consolidated statements of income.

In 2024, to economically lock in unrealized foreign exchange gains, the Company entered into the cross currency swap contracts relating to a portion of the Company’s Japanese yen-denominated debt.

We use a sensitivity analysis to assess the market risk associated with foreign currency exposure.

Market risk is defined as the potential change in fair value of assets and liabilities resulting from an adverse movement in foreign currency exchange rates.

As of December 31, 2024, with respect to open foreign exchange forward, option and cross currency swap contracts and foreign denominated debt with values exposed to exchange rate movements, a 10% adverse movement in quoted foreign currency exchange rates could result in a loss in fair value of these instruments of $0.8 billion compared to $0.6 billion as of December 31, 2023.

Specific to the Japanese yen, a 10% adverse movement in quoted yen exchange rates could result in a loss in fair value of these instruments of $0.3 billion as of December 31, 2024 and 2023, respectively.

Management expects that these hypothetical losses from a 10% adverse movement in quoted foreign currency exchange rates on the derivative financial instruments should largely offset gains on the assets, liabilities and future transactions being hedged.

General

Corning traces its origins to a glass business established in 1851.

The present corporation was incorporated in the State of New York in December 1936.

The Company’s name was changed from Corning Glass Works to Corning Incorporated on April 28, 1989.

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.

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

Corning’s industry-leading products include damage-resistant cover materials for mobile devices; precision glass for advanced displays; optical fiber, cable and connectivity solutions for advanced communications networks, such as fiber to the home and data centers, enabling artificial intelligence and connections around the world; trusted products to accelerate drug discovery and delivery; and clean-air technologies and technical glass for cars and trucks.

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

*Optical Communications Segment*

We invented the world’s first low-loss optical fiber in 1970.

Since that milestone, we have continued to pioneer optical fiber, cable and connectivity solutions.

As global demand driven by video usage grows exponentially, telecommunications networks continue to migrate from copper to optical-based systems that can deliver the required cost-effective capacity.

Additionally, the rapid acceleration of artificial intelligence (“AI”) is driving strong demand for fiber and connectivity products inside and between data centers.

Our experience puts us in a unique position to design and deliver optical solutions that reach every edge of the communications network.

The Optical Communications segment is divided into two main product groupings – carrier network and enterprise network.

The carrier network group consists primarily of products and solutions for optical-based communications infrastructure for services such as video, data and voice communications.

The enterprise network group consists primarily of optical-based communication networks sold to businesses, governments and individuals for their own use.

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 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, access and fiber-to-the-home network applications, SMF-28® Ultra and SMF-28® Contour fibers deliver industry-leading attenuation, compatibility and improved macrobend performance in one fiber.

A portion of our optical fiber is sold directly to end users and third-party cablers globally.

Our remaining fiber production is cabled internally and sold to end users as either bulk cable or as part of an integrated optical solution.

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 devices and other accessories.

These products may be sold as individual components or as part of integrated optical connectivity solutions designed for various carrier network applications.

Examples of these solutions include our Evolv™ platform, which provides pre-connectorized solutions for cost-effectively deploying fiber-to-the-home and 5G networks; and the Centrix platform, which provides a fiber management system with industry-leading density and innovative jumper routing that can be deployed in a wide variety of carrier switching centers.

Our enterprise network portfolio leverages optical fiber products, including ClearCurve® ultra-bendable multimode fiber for private and hyperscale data centers and other enterprise network applications.

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.

These products may be sold as individual components or as part of integrated optical connectivity solutions designed for various network applications, including hyperscale data centers.

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 beyond and Everon™ Network Solutions, which provide next-generation cellular connectivity products for interior spaces of all sizes.

We invented new fibers, cables and connectors to capture the generative AI enterprise demand.

These components are being adopted by hyperscale data centers and others focusing on key technology vectors such as density, latency and sustainability.

Our optical fiber manufacturing facilities are in North Carolina, China, India and Poland.

Cabling operations are in North Carolina, Poland and smaller regional locations.

Our manufacturing operations for hardware and equipment products are in Texas, Mexico, Brazil, Germany, Poland and China.

Patent protection is important to the segment’s operations.

The segment has an extensive portfolio of patents relating to its products, technologies and manufacturing processes.

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 12 (Commitments, Contingencies and Guarantees) in the accompanying notes to the consolidated financial statements.

In the opinion of management, the likelihood that the ultimate disposition of these matters will have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations, is remote.

Environmental Litigation

Corning has been designated by federal or state governments under environmental laws, including Superfund, as a potentially responsible party that may be liable for cleanup costs associated with 20 hazardous waste sites.

It is Corning’s policy to accrue for its estimated liability related to such hazardous waste sites and other environmental liabilities related to property owned by Corning based on expert analysis and continual monitoring by both internal and external consultants.

As of December 31, 2024 and 2023, Corning had accrued approximately $78 million and $88 million, respectively, for the estimated undiscounted liability for environmental cleanup and related litigation.

Based upon the information developed to date, management believes that the accrued reserve is a reasonable estimate of the Company’s liability.

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

| New York | [added: | |] 16-0393470 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (I.R.S. Employer Identification No.) | [added: | |]

| One Riverfront Plaza, Corning, New York | [added: | |] 14831 | [added: | |]

| (Address of principal executive offices) | [added: | |] (Zip Code) | [added: | |]

[removed: 607-974-9000][added: 607\-974-9000]

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of each exchange on which registered | [added: | |]

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

| 3.875% Notes due 2026 | | [added: | | | |] GLW26 | | [added: | | | |] New York Stock Exchange | [added: | |]

| 4.125% Notes due 2031 | | [added: | | | |] GLW31 | | [added: | | | |] New York Stock Exchange | [added: | |]

| [added: | | |] Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| [added: | | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]

| [added: | | |] Smaller reporting company | [added: | |] ☐ | | | [added: | | | | | |]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit [removed: report.]

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, [removed: 2023] [added: 2024] was approximately [removed: $30] [added: $33] billion based on the New York Stock Exchange closing price on such date.

There were [removed: 853,474,317] [added: 856,564,001] shares of common stock outstanding as of January 31, [removed: 2024.][added: 2025.]

Portions of Registrant's definitive Proxy Statement for its May [removed: 2, 2024] [added: 1, 2025] Annual Meeting of Shareholders are incorporated by reference into Part III.

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report.

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[](# "buss")Item 1.

Business

_General_

Corning traces its origins to a glass business established in 1851.

The present corporation was incorporated in the State of New York in December 1936.

The Company’s name was changed from Corning Glass Works to Corning Incorporated on April 28, 1989.

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.

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

Corning’s industry-leading products include damage-resistant cover glass for mobile devices; precision glass for advanced displays; optical fiber and cable, wireless 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 manufactures products at 124 plants in 15 countries and operates in five reportable segments: Optical Communications, Display Technologies, Specialty Materials, Environmental Technologies and Life Sciences.

_Optical Communications Segment_

We invented the world’s first low-loss optical fiber in 1970.

Since that milestone, we have continued to pioneer optical fiber, cable and connectivity solutions.

As global demand driven by video usage grows exponentially, telecommunications networks continue to migrate from copper to optical-based systems that can deliver the required cost-effective capacity.

Our experience puts us in a unique position to design and deliver optical solutions that reach every edge of the communications network.

The Optical Communications segment is divided into two main product groupings – carrier network and enterprise network.

The carrier network group consists primarily of products and solutions for optical-based communications infrastructure for services such as video, data and voice communications.

The enterprise network group consists primarily of optical-based communication networks sold to businesses, governments and individuals for their own use.

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 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, access and fiber-to-the-home network applications, SMF-28® Ultra and SMF-28® Contour fibers deliver industry-leading attenuation, compatibility and improved macrobend performance in one fiber.

A portion of our optical fiber is sold directly to end users and third-party cablers globally.

Our remaining fiber production is cabled internally and sold to end users as either bulk cable or as part of an integrated optical solution.

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 devices and other accessories.

These products may be sold as individual components or as part of integrated optical connectivity solutions designed for various carrier network applications.

Examples of these solutions include our Evolv™ platform, which provides pre-connectorized solutions for cost-effectively deploying fiber-to-the-home and 5G networks; and the Centrix platform, which provides a fiber management system with industry-leading density and innovative jumper routing that can be deployed in a wide variety of carrier switching centers.

In addition to our optical-based portfolio, 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.

Our enterprise network portfolio leverages optical fiber products, including ClearCurve® ultra-bendable multimode fiber for private and hyperscale data centers and other enterprise network applications.

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.

These products may be sold as individual components or as part of integrated optical connectivity solutions designed for various network applications, including hyperscale data centers.

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 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, China, India and Poland.

Cabling operations are in North Carolina, Poland and smaller regional locations.

None.

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 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.

We operate 124 manufacturing plants and processing facilities in 15 countries, of which approximately 32% are in the U.S. We own approximately 55% of our executive and corporate buildings, with 93% located in and around Corning, New York.

We also own approximately 61% of our sales and administrative office square footage, 80% of our research and development square footage, 58% of our manufacturing square footage and 8% of our warehousing square footage.

Manufacturing, sales and administrative, research and development facilities and warehouse facilities have an aggregate floor space of approximately 54.2 million square feet.

The following table presents the distribution of this total area:

| | | | | | | | | | | | | | | | | | |

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

| (million square feet) | | | Total | | | | | | Domestic | | | | | | Foreign | | |

| Manufacturing | | | 46.4 | | | | | | 12.2 | | | | | | 34.2 | | |

| Sales and administrative | | | 2.5 | | | | | | 1.9 | | | | | | 0.6 | | |

| Research and development | | | 2.1 | | | | | | 1.9 | | | | | | 0.2 | | |

| Warehouse | | | 3.2 | | | | | | 2.5 | | | | | | 0.7 | | |

| Total | | | 54.2 | | | | | | 18.5 | | | | | | 35.7 | | |

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

Information concerning lease commitments is included in Note 5 (Leases) in the accompanying notes to the consolidated financial statements.

Not applicable.

PART II

As of December 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 11,000] [added: 10,500] registered holders of common stock and approximately [removed: 777,000] [added: 861,000] beneficial shareholders.

[removed: _Performance Graph_][added: Performance Graph]

This graph assumes the investment of $100 on December 31, [removed: 2018] [added: 2019] and the reinvestment of all dividends since that date.

[removed: ][added: ]

[removed: | (b) | Not] [added: (b)Not] applicable. [removed: |]

[removed: | (c) | The] [added: (c)The] following table provides information about purchases of common stock during the fourth quarter of [removed: 2023: |][added: 2024:]

| Execution date | | [added: |] Total number of [removed: shares purchased (1)] [added: shares purchased (1)] | | | | [added: | |] Average price paid per [removed: share (2)] [added: share (2)] | | | | [added: | |] Number of shares purchased as part of publicly announced programs | | | | [added: | |] Approximate dollar value of shares that may be purchased under the publicly announced programs | | |

[removed: | (1) | This] [added: (1)This] column reflects: [removed: (i) 94,437] [added: (iii) 105,281] shares of common stock related to the vesting of employee restricted stock; [removed: (ii) 29,894] [added: (i) 43,982] shares of common stock related to the vesting of employee restricted stock units; [removed: and (iii) 766] [added: (ii) 298] shares of common stock related to the vesting of employee performance stock [removed: units. |][added: units; and (v) the purchase of 619,867 shares of common stock under the 2019 Repurchase Program.]

(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”.

| | | | | | | | | | | | | | | | | | | | | | | | |

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

| October 1-31, 2024 | | | 89,530 | | | | | | $ | 44.70 | | | | | | | | | | | | | |

| November 1-30, 2024 | | | 4,670 | | | | | | $ | 48.33 | | | | | | | | | | | | | |

| December 1-31, 2024 | | | 675,228 | | | | | | $ | 48.39 | | | | | 619,867 | | | | | | | | |

| Total | | | 769,428 | | | | | | $ | 47.96 | | | | | 619,867 | | | | | | $ | 3,135,661,048 | |

(2)Represents the stock price at the time of surrender and includes costs associated with the repurchase.

| (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”. |

| --- | --- |

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

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

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

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

| Total | | | 125,097 | | | $ | 29.38 | | | | — | | | $ | 3,301,085,426 | |

| (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 2022 to 2021 year-over-year changes are not included herein and can be found in “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, 2022.

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

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.

_2024 Corporate Outlook_

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

RESULTS OF OPERATIONS

The following table presents selected highlights from our operations (in millions):

| | | Year ended December 31, | | | | | | | | % change | | |

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

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

| | | | | | | | | | | | | |

| Net sales | | $ | 12,588 | | | $ | 14,189 | | | | (11 | %) |

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

The response to this Item 8 is included in our audited consolidated financial statements and notes to consolidated financial statements, which are contained in Part IV, Item 15 of this Annual Report on Form 10-K.

None.

Disclosure Controls and Procedures

The Company’s principal executive and principal financial officers, after evaluating the effectiveness of disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rules 13a-15(e) or 15d-15(e) as of the end of the period covered by this report, have concluded that based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, that Corning’s disclosure controls and procedures were effective.

Disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

Corning’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Corning in the reports that it files or submits under the Exchange Act is accumulated and communicated to Corning’s management, including Corning’s principal executive and principal financial officers, or other persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

(a)Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Corning.

Corning’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Corning’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Corning’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S., and that Corning’s receipts and expenditures are being made only in accordance with authorizations of Corning’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Corning’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in Part IV, Item 15 of this Annual Report on Form 10-K.

(b)Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified by the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

During the three months ended December 31, 2024, none of our executive officers or directors adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

[removed: [](# "piii")PART] [added: PART] III

None.

[](# "i10deocg")Item 10.

Directors, Executive Officers and Corporate Governance

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 are incorporated by reference in this Annual Report on Form 10-K.

Executive Officers of the Registrant

Refer to Part I, Item 1.

of this Annual Report on Form 10-K for a listing of executive officers.

Corning’s Board of Directors

Donald W.

Blair _Retired Executive Vice President and Chief Financial Officer, NIKE, Inc._

Mr. Blair was the executive vice president and chief financial officer of NIKE, Inc. from 1999 to October 2015.

Prior to joining NIKE, he served 15 years at PepsiCo, Inc. in a number of senior executive-level corporate and operating unit financial assignments, including chief financial officer roles for PepsiCo Japan (based in Tokyo) and Pepsi-Cola International’s Asia Division (based in Hong Kong).

He began his career in 1981 as an accountant with Deloitte Haskins & Sells.

Mr. Blair joined Corning’s Board in 2014.

Age 65.

Leslie A.

Brun _Chairman and Chief Executive Officer, Sarr Group LLC_

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

He was also the founder of Hamilton Lane, where he served as chief executive officer and chairman from 1991 until 2005.

In addition, Mr. Brun 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.

Age 71.

Stephanie A.

Burns _Retired Chairman and Chief Executive Officer, Dow Corning Corporation_

Dr. Burns has nearly 40 years of global innovation and business leadership experience.

Dr. Burns joined Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry.

In 1994, she became the company’s first director of women’s health.

She was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003.

She served as chief executive officer from 2004 until May 2011 and served as chair from 2006 until her retirement in December 2011.

Dr. Burns joined Corning’s Board in 2012.

Age 68.

Richard T.

Clark _Retired Chairman, Chief Executive Officer and President, Merck & Co., Inc. Lead Independent Director_

Mr. Clark retired from Merck in 2011.

He joined Merck in 1972 and held a broad range of senior management positions.

He became president and chief executive officer of Merck in May 2005 and chairman of the board in April 2007.

He transitioned from the chief executive officer role in January 2011 and served as Merck board chairman through November 2011.

He was president of the Merck Manufacturing Division (June 2003 to May 2005) of Merck Sharp & Dohme Corp. He is chairman emeritus of the board of Project Hope and a trustee of several charitable non-profit organizations.

Mr. Clark joined Corning’s Board in 2011.

Age 77.

Pamela J.

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 are incorporated by reference in this Annual Report on Form 10-K.

Executive Officers of the Registrant

Refer to Part I, Item 1.

of this Annual Report on Form 10-K for a listing of executive officers.

Corning’s Board of Directors

Leslie A.

Brun *Chairman and Chief Executive Officer, Sarr Group LLC*

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

He was also the founder of Hamilton Lane, where he served as chief executive officer and chairman from 1991 until 2005.

In addition, Mr. Brun 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.

Age 72.

Stephanie A.

Burns *Retired Chairman and Chief Executive Officer, Dow Corning Corporation*

*Lead Independent Director* Dr. Burns has nearly 40 years of global innovation and business leadership experience.

Dr. Burns joined Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry.

In 1994, she became the company’s first director of women’s health.

She was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003.

She served as chief executive officer from 2004 until May 2011 and served as chair from 2006 until her retirement in December 2011.

Dr. Burns joined Corning’s Board in 2012.

Age 69.

Pamela J.

Craig *Retired Chief Financial Officer, Accenture plc*.

From 2006 through 2013, Ms. Craig served as chief financial officer of Accenture plc., a global management consulting, technology services and outsourcing company, following many other leadership roles in line management, consulting and operations during her 34 years with the company.

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.

Ms. Craig joined Corning’s Board in 2021.

Age 67.

Robert F.

Cummings, Jr. *Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co.*

Mr. Cummings retired as vice chairman of Investment Banking at JPMorgan Chase & Co. in 2016.

He had served in that role since 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 to 1998.

He served as an advisory director at Goldman Sachs until 2002.

Mr. Cummings joined Corning’s Board in 2006.

Age 75.

Roger W.

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.

The sections titled “Compensation Discussion and Analysis,” “Director Compensation” and “Compensation and Talent Management Committee Interlocks and Insider Participation” in our Definitive Proxy Statement are incorporated by reference in this Annual Report on Form 10-K.

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

Equity Compensation Plan Information

The following table provides information about the Company’s equity compensation plans as of December 31, 2024:

| | | | | | | | | | | | | | | | | | |

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

| | | | 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 (1) | | |

| Equity compensation plans approved by security holders (2) | | | 4,239,342 | | | | | | $ | 24.18 | | | | | 19,405,889 | | |

| Equity compensation plans not approved by security holders | | | | | | | | | | | | | | | | | |

| Total | | | 4,239,342 | | | | | | $ | 24.18 | | | | | 19,405,889 | | |

(1)Excludes 4.2 million of securities to be issued upon exercise of outstanding options, warrants and rights.

(2)Shares indicated are total grants under the most recent shareholder approved plans.

The sections titled “Policy on Transactions with Related Persons,” “Director Independence” and “Corporate Governance and the Board of Directors-Committees” in our Definitive Proxy Statement are incorporated by reference in this Annual Report on Form 10-K.

The sections 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 are incorporated by reference in this Annual Report on Form 10-K.

PART IV

(a)Documents filed as part of this report:

| | | | | | | | | |

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

| 1. Financial statements | | | | | | Page | | |

| | | | See separate index to financial statements | | | [57](#ib9904a1899c2497faa281924035bdb18_127) | | |

(b)Exhibits filed as part of this report:

| | | | | | | | | |

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

| | | | 2.1 | | | [Framework Agreement, dated as of October 22, 2013, by and among Samsung Display Co., Ltd.; Corning Incorporated and the other parties thereto. (Incorporated by reference to Exhibit 10.65 to Corning’s Form 10-K filed on February 10, 2014, as amended by its Form 10-K/A filed on March 21, 2014). The Company has omitted certain schedules, exhibits and similar attachments to the Framework Agreement pursuant to Item 601(b)(2) of Regulation S-K.](https://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.65.htm) | | |

| | | | 2.2 | | | [Transaction Agreement, dated December 10, 2015, by and between Corning Incorporated, The Dow Chemical Company, Dow Corning Corporation and HS Upstate Inc. (Incorporated by reference to Exhibit 1.1 of Corning’s Form 8-K filed on December 11, 2015).](https://www.sec.gov/Archives/edgar/data/24741/000002474115000063/exhibit11.htm) | | |

| | | | 2.3 | | | [Assignment Agreement, dated as of December 29, 2015, between Samsung Display Co., Ltd., Corning Incorporated, Corning Precision Materials Co., Ltd., and Corning Luxembourg S.àr.l., Corning Hungary Data Services Limited Liability Company, Corning Japan K.K., and Samsung Corning Advanced Glass LLC (Incorporated by reference to Exhibit 2.1 of Corning’s Form 8-K filed on December 29, 2015).](https://www.sec.gov/Archives/edgar/data/24741/000119312515416133/d111176dex21.htm) | | |

| | | | 3.1 | | | [Restated Certificate of Incorporation dated April 27, 2012, filed with the Secretary of State of the State of New York on April 27, 2012 (Incorporated by reference to Exhibit 3(i) 1 of Corning’s Form 8-K filed on May 1, 2012).](https://www.sec.gov/Archives/edgar/data/24741/000119312512200173/d339189dex3i1.htm) | | |

| | | | 3.2 | | | [Certificate of Amendment to the Restated Certificate of Incorporation dated January 14, 2014, filed with the Secretary of State of the State of New York on January 14, 2014 (Incorporated by reference to Exhibit 3.1 of Corning’s Form 8-K filed on January 15, 2014).](https://www.sec.gov/Archives/edgar/data/24741/000119312514012112/d658531dex31.htm) | | |

| | | | 3.3 | | | [Amended and Restated By-Laws of Corning Incorporated, effective as of October 4, 2023 (Incorporated by reference to Exhibit 3.2 of Corning’s Form 8-K filed October 5, 2023).](https://www.sec.gov/Archives/edgar/data/24741/000120677423001180/glw4248201-ex32.htm) | | |

| | | | 4.1 | | | [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. 333-275848). The Company agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.](https://www.sec.gov/Archives/edgar/data/24741/000091205701007645/a2040933zex-4_01.htm) | | |

| | | | 4.2 | | | [Form of certificate for shares of the common stock (Incorporated by reference to Exhibit 4.4 to Corning’s registration statement on Form S-8 dated May 7, 2010 (Registration Statement No. 333-166642)).](https://www.sec.gov/Archives/edgar/data/24741/000119312510112916/dex44.htm) | | |

| | | | 4.3 | | | [Shareholder Agreement, dated as of October 22, 2013, by and between Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.66 to Corning’s Form 10-K filed on February 10, 2014, as amended by its Form 10-K/A filed on March 21, 2014 and further amended by the First Amendment to Shareholder Agreement, dated April 5, 2021, incorporated by reference to Exhibit 10.2 to Corning's Form 8-K filed on April 5, 2021).](https://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.66.htm) | | |

| | | | 4.4 | | | [Standstill Agreement, dated as of October 22, 2013, by and among Samsung Electronics Co., Ltd., Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.67 to Corning’s Form 10-K filed on February 10, 2014, as amended by its Form 10-K/A filed on March 21, 2014).](https://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.67.htm) | | |

| | | | 4.5 | | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (Incorporated by reference to Exhibit 4.5 to Corning’s Form 10-K filed on February 12, 2021.)](https://www.sec.gov/Archives/edgar/data/24741/000156276221000023/glw-20201231xex4_5.htm) | | |

| | | | 10.1 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt) | | |

| | | | 10.2 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000002474104000274/q10410q.txt) | | |

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| | | | 10.3 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000120677407000512/exhibit10-28.htm) | | |

| | | | 10.4 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1036.htm) | | |

| | | | 10.5 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1042.htm) | | |

| | | | 10.6 | | | [Form of Change in Control Agreement Amendment No. 2, effective December 5, 2007 (Incorporated by reference to Exhibit 10.43 of Corning’s Form 10-K filed February 15, 2008).](https://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1043.htm) | | |

| | | | 10.7 | | | [Form of Officer Severance Agreement Amendment, effective December 5, 2007 (Incorporated by reference to Exhibit 10.44 of Corning’s Form 10-K filed February 15, 2008).](https://www.sec.gov/Archives/edgar/data/24741/000119312508031868/dex1044.htm) | | |

| | | | 10.8 | | | [Form of Change of Control Agreement Amendment No. 3 effective December 19, 2008 (Incorporated by reference to Exhibit 10.53 of Corning’s Form 10-K filed February 24, 2009).](https://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1053.htm) | | |

| | | | 10.9 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1054.htm) | | |

| | | | 10.10 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000119312509035649/dex1055.htm) | | |

| | | | 10.11 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000119312510056283/ddef14a.htm) | | |

| | | | 10.12 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000120677421000742/corning3847741-def14a.htm) | | |

| | | | 10.13 | | | [Form of Officer Severance Agreement dated as of January 1, 2015 between Corning Incorporated and each of the following individuals: Eric S. Musser](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm)[,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm)[A. Hal Nelson III,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [Lewis A. Steverson](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm)[,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [Edward A. Schlesinger](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [and John Z. Zhang](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [(Incorporated by reference to Exhibit 10.1 of Corning’s Form 10-Q filed July 30, 2015).](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) | | |

| | | | 10.14 | | | [Form of Change in Control Agreement dated as of January 1, 2015 between Corning Incorporated and each of the following individuals: Eric S. Musser](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm)[,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm)[A. Hal Nelson III,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [Lewis A. Steverson](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm)[,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [Edward A. Schlesinger](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [and John Z. Zhang](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [(Incorporated by reference to Exhibit 10.2 of Corning’s Form 10-Q filed July 30, 2015).](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) | | |

| | | | 10.15 | | | [Tax Matters Agreement, dated December 10, 2015, by and between Corning Incorporated, The Dow Chemical Company, Dow Corning Corporation and HS Upstate Inc. (Incorporated by reference to Exhibit 1.2 of Corning’s Form 8-K filed on December 11, 2015).](https://www.sec.gov/Archives/edgar/data/24741/000002474115000063/exhibit12.htm) | | |

| | | | 10.16 | | | [Form of Corning Incorporated Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (for grants made under the 201](https://www.sec.gov/Archives/edgar/data/24741/000002474117000011/exhibit10_74.htm)[0](https://www.sec.gov/Archives/edgar/data/24741/000002474117000011/exhibit10_74.htm) [Equity Plan for Non-Employee Directors), effective January 1, 2017 (Incorporated by reference to Exhibit 10.74 of Corning’s Form 10-K filed February 6, 2017).](https://www.sec.gov/Archives/edgar/data/24741/000002474117000011/exhibit10_74.htm) | | |

| | | | 10.17 | | | [Credit Agreement dated as of June 6, 2022, among Corning Incorporated, JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Morgan Stanley Bank, N.A., MUFG Bank, Ltd., Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association, Bank of China New York Branch, and The Bank of New York Mellon (Incorporated by reference to Exhibit 10.1 to Corning’s Form 8-K filed on June 7, 2022).](https://www.sec.gov/Archives/edgar/data/24741/000119312518249805/d550182dex101.htm) | | |

| | | | 10.18 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000120677419000978/corning3492731-def14a.htm#p90) | | |

| | | | 10.19 | | | [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).](https://www.sec.gov/Archives/edgar/data/24741/000002474120000014/glw-20191231xex10_79.htm) | | |

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused his report to be signed on its behalf by the undersigned, thereunto duly authorized.

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| | | | Corning Incorporated | | | | | | | | |

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| Date: February 13, 2025 | | | By: | | | /s/ Wendell P. Weeks | | | | | |

| | | | | | | Wendell P. Weeks | | | | | |

| | | | | | | Chairman of the Board of Directors, | | | | | |

| | | | | | | Chief Executive Officer | | | | | |

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward A.

Schlesinger, Lewis A.

Steverson and Stefan Becker, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities as indicated and on the 13th day of February, 2025.

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

| Signature | | | | | | Capacity | | |

| | | | | | | | | |

| /s/ Wendell P. Weeks | | | | | | Chairman of the Board of Directors, Chief Executive Officer, and Director | | |

| Wendell P. Weeks | | | | | | (Principal Executive Officer) | | |

| | | | | | | | | |

| /s/ Edward A. Schlesinger | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |

| Edward A. Schlesinger | | | | | | | | |

| | | | | | | | | |

| /s/ Stefan Becker | | | | | | Senior Vice President and Corporate Controller (Principal Accounting Officer) | | |

| Stefan Becker | | | | | | | | |

| | | | | | | | | |

| /s/ Leslie A. Brun | | | | | | Director | | |

| Leslie A. Brun | | | | | | | | |

| | | | | | | | | |

| /s/ Stephanie A. Burns | | | | | | Director | | |

| Stephanie A. Burns | | | | | | | | |

| | | | | | | | | |

| /s/ Pamela J. Craig | | | | | | Director | | |

| Pamela J. Craig | | | | | | | | |

| | | | | | | | | |

| /s/ Robert F. Cummings, Jr. | | | | | | Director | | |