Corning (GLW) 10-K risk factor changes: FY2025 vs FY2024

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

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

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

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

| | | | Number of combined end customers | | | | | | % of total segment net sales in [removed: 2024] [added: 2025] | | |

| Optical Communications | | | 2 | | | | | | [removed: 27] [added: 28] | | % |

| Display [removed: Technologies] | | | [removed: 4] [added: 3] | | | | | | [removed: 67] [added: 59] | | % |

| Life Sciences | | | 2 | | | | | | [removed: 42] [added: 45] | | % |

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

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

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

- Implementation of emerging technologies, such as artificial intelligence and machine learning, as part of the manufacturing process by us or members of our supply chain; and

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

Further, the optical communications business faces risks related to fluctuations in telecommunication and hyperscale data center capital spending, which may negatively affect the demand for our products and have a material adverse impact on our financial results.

Additionally, the display glass business is exposed to exchange rate movements.

Risks associated with the launch of a new business

Launching new businesses involves inherent risks, including execution challenges, regulatory compliance, supply chain complexity, and uncertainty in market demand and competitive conditions.

These factors may affect our ability to achieve anticipated returns and strategic objectives.

In connection with our recent entry into the solar industry, we face risks specific to this sector, such as dependence on government manufacturing tax incentives, exposure to policy and regulatory changes, and complexities in sourcing specialized components.

These factors, along with market volatility and evolving industry standards, could further impact the profitability of this business.

| Automotive | | | 3 | | | | | | 61 | | % |

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

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

regulatory investigations or fines, increasing the costs of compliance and remediation, or otherwise adversely affecting our business.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| Environmental Technologies | | | 3 | | | | | | 71 | | % |

The discussion and analysis of the [removed: 2023] [added: 2024] to [removed: 2022] [added: 2023] 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, [removed: 2023.][added: 2024.]

[removed: For more than 170 years,] [added: With a 175-year track record of life-changing inventions,] Corning [removed: has combined] [added: applies] its unparalleled expertise in glass science, ceramic science and optical [removed: physics] [added: physics, along] with [added: its] deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance people’s lives.

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

Today, [removed: Corning's] [added: Corning’s] markets include optical communications, [added: display,] mobile consumer electronics, [removed: display,] automotive, [removed: solar, semiconductor and] life [removed: sciences.][added: sciences, semiconductors and solar.]

[removed: Additionally, we expect to achieve an] [added: We also set a core] operating margin target of 20% by the end of 2026.

[removed: 2025] [added: 2026] Corporate Outlook

[removed: We] [added: For the first quarter of 2026, we] expect core net sales [added: in the range] of approximately [removed: $3.6] [added: $4.2] billion [removed: for the first quarter of 2025.][added: to $4.3 billion.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 24] [added: 25] vs. [removed: 23] [added: 24] | | |

| Net sales | | | $ | [removed: 13,118] [added: 15,629] | | | | | $ | [removed: 12,588] [added: 13,118] | | | | | [removed: 4] [added: 19] | | % |

| Cost of sales | | | $ | [removed: 8,842] [added: 10,008] | | | | | $ | [removed: 8,657] [added: 8,842] | | | | | [removed: 2] [added: 13] | | % |

| Gross margin | | | $ | [removed: 4,276] [added: 5,621] | | | | | $ | [removed: 3,931] [added: 4,276] | | | | | [removed: 9] [added: 31] | | % |

| Gross margin % | | | [removed: 33] [added: 36] | | % | | | | [removed: 31] [added: 33] | | % | | | | | | |

| Selling, general and administrative expenses | | | $ | [removed: 1,931] [added: 2,122] | | | | | $ | [removed: 1,843] [added: 1,931] | | | | | [removed: 5] [added: 10] | | % |

| as a % of net sales | | | [removed: 15] [added: 14] | | % | | | | 15 | | % | | | | | | |

| Research, development and engineering expenses | | | $ | [removed: 1,089] [added: 1,110] | | | | | $ | [removed: 1,076] [added: 1,089] | | | | | [removed: 1] [added: 2] | | % |

| as a % of net sales | | | [removed: 8] [added: 7] | | % | | | | [removed: 9] [added: 8] | | % | | | | | | |

| Translated earnings contract gain, net | | | $ | [removed: 83] [added: 150] | | | | | $ | [removed: 161] [added: 83] | | | | | [removed: (48] [added: 81] | | [removed: %)] [added: %] |

| Income before income taxes | | | $ | [removed: 813] [added: 2,052] | | | | | $ | [removed: 816] [added: 813] | | | | | [removed: 0] [added: *] | | [removed: %] |

| Provision for income taxes | | | $ | [removed: 221] [added: 310] | | | | | $ | [removed: 168] [added: 221] | | | | | [removed: 32] [added: 40] | | % |

| Effective tax rate | | | [removed: 27.2] [added: 15.1] | | % | | | | [removed: 20.6] [added: 27.2] | | % | | | | | | |

Net sales for the year ended December 31, [removed: 2024] [added: 2025] increased by [removed: $530 million,] [added: $2.5 billion,] or [removed: 4%,] [added: 19%,] when compared to the same period in [removed: 2023.][added: 2024.]

In [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] sales in international markets accounted for [removed: 64%] [added: 57%] and [removed: 67%] [added: 61%] of total net sales, respectively.

[removed: The increase] [added: Cost of sales increased by $1.2 billion, or 13%, when compared to the same period] in [removed: gross margin is] [added: 2024,] primarily driven by the increase in net sales, as discussed above.

Selling, general and administrative expenses increased by [removed: $88] [added: $191] million, or [removed: 5%,] [added: 10%,] when compared to [removed: 2023] [added: 2024] primarily due to the increase in net sales, as discussed above, and [removed: remained consistent] [added: an increase in variable compensation and legal-related expenses and decreased] as a percentage of net [removed: sales.][added: sales by 1 percentage point when compared to 2024.]

Research, development and engineering expenses increased by [removed: $13] [added: $21] million, or [removed: 1%,] [added: 2%,] and decreased as a percentage of net sales by 1 percentage point when compared to [removed: 2023.][added: 2024.]

Included in translated earnings contract gain, net, is the impact of foreign currency contracts which economically hedge the translation exposure arising from movements in the Japanese yen, South Korean won, [added: Chinese yuan,] New Taiwan dollar, [removed: euro, Chinese yuan,] Mexican peso and [removed: British pound] [added: euro,] and its impact on net income.

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | |

| Realized gain, net (1) (2) | | | $ | [removed: 194] [added: 4] | | | | | $ | [removed: 149] [added: 3] | | | | | $ | [removed: 247] [added: 194] | | | | | $ | [removed: 198] [added: 149] | | | | | $ | [removed: (53)] [added: (190)] | | | | | $ | [removed: (49)] [added: (146)] | |

| Unrealized [removed: loss,] [added: gain (loss),] net | | | [removed: (111)] [added: 146] | | | | | | [removed: (85)] [added: 111] | | | | | | [removed: (86)] [added: (111)] | | | | | | [removed: (68)] [added: (85)] | | | | | | [removed: (25)] [added: 257] | | | | | | [removed: (17)] [added: 196] | | |

| Total translated earnings contract gain, net | | | $ | [removed: 83] [added: 150] | | | | | $ | [removed: 64] [added: 114] | | | | | $ | [removed: 161] [added: 83] | | | | | $ | [removed: 130] [added: 64] | | | | | $ | [removed: (78)] [added: 67] | | | | | $ | [removed: (66)] [added: 50] | |

(1)For the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] amount includes non-cash pre-tax realized losses of [removed: $85] [added: $295] million and [removed: $68] [added: $85] million, respectively, related to the premiums of expired option contracts.

(2)For the year ended December 31, [removed: 2023,] [added: 2025,] amount excludes [removed: an $11] [added: $5] million gain related to [removed: a] forward [removed: contract] [added: contracts] designated as a net investment hedge, which was [added: recorded in accumulated other comprehensive loss on the consolidated balance sheets and] reflected within investing activities [removed: in] [added: on] the consolidated statements of cash flows.

The impact to income [added: from realized activity] for the year ended December 31, [removed: 2023] [added: 2025] was primarily driven by realized gains from our [added: Mexican peso and] Japanese yen-denominated hedges, partially offset by realized losses from our South Korean won and Chinese yuan-denominated hedges.

The impact to income [added: from unrealized activity] for the year ended December 31, [removed: 2023] [added: 2025] was primarily driven by unrealized [removed: losses] [added: gains] from our [removed: Japanese Yen,] South Korean [removed: won and] [added: won, Japanese yen, Mexican peso-denominated hedges, partially offset by unrealized losses from our] euro-denominated hedges.

Income before income taxes [removed: remained flat for the year ended December 31, 2024] [added: increased $1.2 billion] as compared to [removed: 2023,] [added: 2024,] driven by an increase in operating income of [removed: $245 million] [added: $1.1 billion] as a result of the increase in [removed: net sales and cost of sales,] [added: gross margin,] as discussed above, partially offset by the increase in selling, general and administrative expenses, as discussed above.

[removed: The improved operating income for] [added: For] the year ended December 31, [removed: 2024 as compared to 2023 is offset by increases of non-operating expenses of $248 million, primarily due to the recognition of $145] [added: 2024, amount includes $131] million of non-cash cumulative foreign currency translation losses [removed: in 2024 related] [added: required] to [added: be recognized upon] the substantial liquidation [removed: and] [added: or] disposition of foreign entities, which was recorded in other (expense) income, net [removed: in] [added: on] the consolidated statements of [removed: income, and $49 million of non-cash charges recognized in 2024 in one of our Emerging Growth Businesses relating to a customer that recently entered into a multi-jurisdictional restructuring effort including insolvency filings in certain countries.][added: income.]

These charges primarily relate to the full write-down of upfront payments made to the customer, which were determined to be nonrecoverable, and recorded as a charge to net sales [removed: in] [added: on] the consolidated statements of income.

For the year ended December 31, [removed: 2023,] [added: 2025,] the effective tax rate differed from the U.S. statutory rate of 21% primarily due to [added: foreign] tax [removed: credits generated, non-taxable items,] [added: credits,] foreign derived intangible [removed: income and stock] [added: income, share-based] compensation [removed: windfall deductions,] [added: and nontaxable government incentives,] partially offset by [added: withholding taxes and] changes in [removed: valuation allowance assessments, non-deductible items and] [added: unrecognized] tax [removed: reserves.][added: benefits.]

The effective tax rate for the year ended December 31, [removed: 2024 increased] [added: 2025 decreased] compared to the year ended December 31, [removed: 2023] [added: 2024] primarily due to the [added: impact of changes in pretax earnings, foreign derived intangible income,] release of cumulative translation [removed: losses, non-deductible items] [added: losses] and [removed: tax credits generated, partially offset by changes in valuation allowance assessments.][added: share-based compensation.]

Refer to Note [removed: 6] [added: 15] (Income Taxes) in the accompanying notes to the consolidated financial statements for further details regarding income tax matters.

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.

In the third quarter of 2023, we introduced our Springboard plan to grow sales and enhance our profitability base.

We communicated a high-confidence plan to add $3 billion in incremental annualized core sales by the end of 2026 (as compared to our Springboard starting point), and in March 2025 we upgraded this high-confidence plan to $4 billion.

The fourth quarter of 2025 marked the second anniversary of our Springboard plan, and we believe it has been a tremendous success to date.

Since its launch, we have added significant annualized core sales and expanded our core operating margin, and as of the fourth quarter of 2025, we achieved both our growth and profitability targets a full year ahead of plan.

Our achievement of both of these key milestones ahead of schedule serves as an example of how we have transformed the Company’s financial profile over the last two years.

Overall, we believe we have established a firm foundation from which to launch future profitable growth.

We see remarkable demand for our innovations and manufacturing capabilities, which we believe will lead to additional growth opportunities through 2026 and beyond.

We therefore expect to increase both our capacity and technology capabilities as required to achieve our goals, while sharing risk appropriately to achieve the returns that underpin our Springboard plan.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

The increase was primarily driven by an increase in sales for optical communications products of $1.6 billion, polycrystalline silicon products and solar module sales of $348 million, display products of $238 million, specialty material products of $194 million and automotive products of $73 million.

Gross margin increased by $1.3 billion, or 31% and gross margin as a percentage of net sales increased by 3 percentage points when compared to 2024 driven by higher volume and the impact of actions taken by management to improve profitability, including raising prices, reducing costs and increasing productivity.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes various tax law changes, including the permanent extension of certain provisions originally enacted under the Tax Cuts and Jobs Act, modifications to the international tax framework and the reinstatement of favorable treatment for certain business tax provisions.

These include 100% bonus depreciation, immediate expensing of domestic research and development costs and revised limitations on the deductibility of business interest expense.

The provisions of the OBBBA are subject to multiple effective dates, with some effective beginning in 2025 and others phased in through 2027.

The Company evaluated the provisions of the OBBBA and determined that they do not have a material impact on our effective tax rate in 2025.

The Internal Revenue Service (“IRS”) is currently conducting examinations of the Company’s U.S. federal income tax returns for the years 2015 through 2018 and 2019 through 2020, including the one-time transition tax enacted under the Tax Cuts and Jobs Act of 2017.

If challenged, Corning believes that it is more likely than not to sustain its position relating to these matters.

However, if the Company is ultimately unsuccessful in defending its position, the impact could be material to its consolidated financial statements.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

As of January 1, 2025, the Company began managing its Automotive Glass Solutions business together with its Environmental Technologies business, forming its Automotive segment, and its Display Technologies segment was renamed to “Display.”

The comparative period segment information presented below has been recast to reflect the above changes in segment reporting.

| Display | | | 3,697 | | | | | | 3,872 | | | | | | (175) | | | | | | (5 | | %) |

| Automotive | | | 1,794 | | | | | | 1,846 | | | | | | (52) | | | | | | (3 | | %) |

The increase in segment net sales was primarily due to continued growth in our Enterprise business driven by strong demand for our Generative AI products, and in our Carrier business, driven by demand for datacenter interconnect products and fiber-to-the-home products.

The decrease in segment net sales was primarily due to the impact from resetting our core rate from 107 to 120 Japanese yen to USD as the comparative period results were not recast and are presented at the 107 Japanese yen to USD core rate.To offset the change in core rate and the weaker Japanese yen environment, we implemented pricing actions in the second half of 2024.

The effects of the price increases on slightly higher volumes in 2025, compared to the prior period, substantially offset the impact of resetting the core rate.

Automotive

Segment net sales remained consistent with the comparative period.

The increase was primarily driven by growth in polysilicon and solar module sales for the solar industry.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| | | | 2025 | | | | | | 2024 | | | | | | 25 vs. 24 | | | | | | 25 vs. 24 | | |

| Display | | | 993 | | | | | | 1,006 | | | | | | (13) | | | | | | (1 | | %) |

| Automotive | | | 278 | | | | | | 261 | | | | | | 17 | | | | | | 7 | | % |

* Not meaningful

Display

Automotive

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.

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.

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.

The increase was primarily driven by an increase in sales for telecommunication products of $645 million and specialty glass products of $146 million, partially offset by a decrease in sales for polycrystalline silicon products of $149 million and environmental substrate and filter products of $95 million.

Gross margin increased by $345 million, or 9% and gross margin as a percentage of net sales increased by 2 percentage points when compared to 2023.

Since 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.

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022, which, among other sections, creates a new book minimum tax of at least 15% of consolidated pre-tax income for corporations with average book income in excess of $1 billion.

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.

| Display Technologies | | | 3,872 | | | | | | 3,532 | | | | | | 340 | | | | | | 10 | | % |

| Environmental Technologies | | | 1,665 | | | | | | 1,766 | | | | | | (101) | | | | | | (6) | | % |

The increase in segment net sales was primarily due to higher sales volume, attributable to increased panel maker utilization and growth in the retail and glass market driven by larger average screen size, as well as pricing actions taken in the second half of 2023 and the second half of 2024.

The increase in segment net sales was primarily due to continued strong demand for premium glass for mobile devices as well as semiconductor-related products.

Environmental Technologies

Segment net sales increased 2% despite the market stabilizing throughout the year.

The decrease was primarily driven by a decrease in our HSG business driven by lower volume and lower pricing for solar-grade polysilicon.

| Display Technologies | | | 1,006 | | | | | | 842 | | | | | | 164 | | | | | | 19 | | % |

| Environmental Technologies | | | 358 | | | | | | 386 | | | | | | (28) | | | | | | (7) | | % |

The increase in segment net income was primarily driven by profitability improvements from productivity actions taken.

The decrease was primarily driven by our HSG business due to lower sales, as outlined above.

In addition, effective January 1, 2024, the Company began utilizing constant-currency reporting for the Optical Communications segment to exclude the impact from the Mexican peso on segment results.

Prior periods were not recast as the impact was not material.

Core performance measures are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

For a reconciliation of non-GAAP performance measures to their most directly comparable GAAP financial measure, refer to “Reconciliation of Non-GAAP Measures.”

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

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

| As reported - GAAP | | | $ | 12,588 | | | | | $ | 816 | | | | | $ | 581 | | | | | 20.6 | | % | | | | $ | 0.68 | |

| Constant-currency adjustment (1) | | | 992 | | | | | | 744 | | | | | | 550 | | | | | | | | | | | | 0.64 | | |

| Translation gain on Japanese yen-denominated debt, net (2) | | | | | | | | | (100) | | | | | | (81) | | | | | | | | | | | | (0.09) | | |

| Gain on sale of assets (10) | | | | | | | | | (20) | | | | | | (15) | | | | | | | | | | | | (0.02) | | |

| Core performance measures | | | $ | 13,580 | | | | | $ | 1,947 | | | | | $ | 1,463 | | | | | 20.7 | | % | | | | $ | 1.70 | |

For the year ended December 31, 2024, amount includes $131 million of non-cash cumulative foreign currency translation losses required to be recognized upon the substantial liquidation or disposition of foreign entities, which was recorded in other (expense) income, net in the consolidated statements of income.

The activity in 2023 primarily relates to asset write-offs associated with the exit of certain facilities and product lines and severance charges across all segments.

(11)Loss on sale of business: Amount reflects the loss recognized for the sale of a business, recorded in other (expense) income, net in the consolidated statements of income, and includes $14 million for the year ended December 31, 2024 of non-cash cumulative foreign currency translation losses related to the disposition of a foreign entity.

By utilizing these types of programs, we accelerated the collection of $182 million in accounts receivable during the three months ended December 31, 2024, which would have been collected during the normal course of business in the following quarter.

Net cash used in financing activities increased by $281 million for the year ended December 31, 2024, when compared to the same period last year.

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

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

Our cash flow [added: and net investment] hedging activities utilize OTC foreign exchange forward contracts to reduce the risk that movements in exchange rates will adversely affect the net cash flows [removed: resulting] [added: associated with purchases] from [removed: the sale of products to] foreign [removed: customers] [added: suppliers] and [removed: purchases from] [added: investments in] foreign [removed: suppliers.][added: subsidiaries with non-USD functional currencies.]

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 [removed: in] [added: on] the consolidated statements of income.

In [added: 2025 and] 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 [removed: use] [added: performed] a sensitivity analysis to assess the market risk associated with foreign currency exposure.

As of December 31, [removed: 2024,] [added: 2025,] 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 [removed: $0.8 billion compared to $0.6 billion as of December 31, 2023.][added: $1.0 billion.]

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 [removed: $0.3] [added: $0.4] billion as of December 31, [removed: 2024 and 2023, respectively.][added: 2025.]

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[removed: For more than 170 years,] [added: With a 175-year track record of life-changing inventions,] Corning [removed: has combined] [added: applies] its unparalleled expertise in glass science, ceramic science and optical [removed: physics] [added: physics, along] with [added: its] deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance people’s lives.

Today, Corning’s markets include optical communications, [added: display,] mobile consumer electronics, [removed: display,] automotive, [removed: solar, semiconductor and] life [removed: sciences.][added: sciences, semiconductors and solar.]

Corning manufactures products [removed: at 124 plants] in [removed: 15] [added: 14] countries and operates in five reportable segments: Optical Communications, [removed: Display Technologies,] [added: Display,] Specialty Materials, [removed: Environmental Technologies] [added: Automotive] and Life Sciences.

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; [removed: SMF-28®] [added: SMF-28e®] 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, [removed: SMF-28®] [added: SMF-28e®] Ultra and [removed: SMF-28®] [added: SMF-28e®] Contour fibers deliver industry-leading attenuation, compatibility and improved [removed: macrobend performance in one fiber.]

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 [removed: use including 5G networks.][added: use.]

Examples of enterprise network solutions include the [removed: EDGE®] [added: Edge8®] platform, which provides high-density pre-connectorized cabling solutions for data center applications, supporting a path to speeds of 400G and [removed: beyond and Everon™ Network Solutions, which provide next-generation cellular connectivity products for interior spaces of all sizes.][added: beyond.]

These components are being adopted by hyperscale data centers [added: as well as the carriers building data center interconnect networks,] and others focusing on key technology vectors such as density, latency and sustainability.

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

The Optical Communications segment represented [removed: 32%] [added: 38%] of Corning’s total segment net sales in [removed: 2024.][added: 2025.]

*Display [removed: Technologies] Segment*

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

Some of the product innovations we have launched [removed: over the past ten] [added: in recent] years utilizing our world-class processes and capabilities include the following:

Patent protection and proprietary trade secrets are important to the Display [removed: Technologies] segment’s operations.

The Display [removed: Technologies] segment represented [removed: 27%] [added: 23%] of Corning’s total segment net sales in [removed: 2024.][added: 2025.]

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

The Specialty Materials segment represented [removed: 14%] [added: 13%] of Corning’s total segment net sales in [removed: 2024.][added: 2025.]

The [removed: Environmental Technologies] [added: Automotive] segment manufactures ceramic substrates and filter products for emissions control in mobile applications around the [removed: world.][added: world as well as technical glass and optic products and solutions for the interior and exterior of vehicles.]

We manufacture [removed: substrate and filter] [added: our automotive] products in New York, Virginia, [removed: China] [added: China, South Korea, Taiwan,] and Germany.

We sell our ceramic substrate and filter products worldwide to catalyzers and manufacturers of emission control systems who then sell to automotive and diesel vehicle or engine [removed: manufacturers.]

The [removed: Environmental Technologies] [added: Automotive] segment represented [removed: 12%] [added: 11%] of Corning’s total segment net sales in [removed: 2024.][added: 2025.]

As a leading developer, manufacturer and global supplier of laboratory products for over [removed: 105] [added: 110] years, the Life Sciences segment works with researchers and drug manufacturers seeking to drive innovation, increase efficiencies, reduce costs and compress timelines.

The Life Sciences segment represented [removed: 7%] [added: 6%] of Corning’s total segment net sales in [removed: 2024.][added: 2025.]

Hemlock and Emerging Growth Businesses also includes our [added: businesses that transform polysilicon into solar wafers and solar modules; our] pharmaceutical technologies business, which produces high-quality pharmaceutical glass tubing and vials to meet the rigorous needs of the pharmaceutical industry; [removed: our automotive glass solutions business, which enhances vehicle exteriors and interiors with] [added: and, the emerging] innovations [removed: that enable lightweight, damage-resistant windows and displays;] [added: group] as well as other businesses and certain corporate investments.

Hemlock and Emerging Growth Businesses represented [removed: 8%] [added: 9%] of Corning’s total segment net sales in [removed: 2024.][added: 2025.]

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: 17] [added: 18] (Reportable Segments) in the accompanying notes to the consolidated financial statements.

Our principal competitors include [removed: CommScope Holding Company, Inc.] [added: Amphenol, Fujikura] and [added: their subsidiary America Fujikura Ltd., Sumitomo and] Prysmian Group S.p.A.

Our principal competitors include Schott AG, AGC Inc., Nippon Electric Glass Co., [removed: Ltd.] [added: Ltd., Heraeus] and [removed: Heraeus.][added: JENOPTIK Industrial Metrology Germany GmbH.]

We maintain a strong [removed: position in the worldwide] market [removed: for] [added: position with our] automotive [added: products including automotive] ceramic substrate and filter products, [removed: as well as in the heavy-duty] and [added: technical glass solutions for global] light-duty [removed: diesel] [added: and heavy-duty] vehicle markets.

Our principal competitors include NGK Insulators, [removed: Ltd. and] [added: Ltd.,] Ibiden Co., [removed: Ltd.][added: Ltd., AGC Inc. and LENS.]

In [removed: 2024,] [added: 2025,] we were granted about [removed: 490] [added: 370] patents in the U.S. and over [removed: 1,240] [added: 970] patents in countries outside the U.S.

At the end of [removed: 2024,] [added: 2025,] we owned about [removed: 12,000] [added: 11,375] unexpired patents in various countries, of which about [removed: 4,510] [added: 4,015] were U.S. patents.

Between [removed: 2025] [added: 2026] and [removed: 2027,] [added: 2028,] approximately [removed: 730,] [added: 740,] or [removed: 6%,] [added: 6.5%,] 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: 5,880] [added: 5,650] patent applications in process, with about [removed: 1,780] [added: 1,740] in process in the U.S. Our patent portfolio will continue to provide a competitive advantage in protecting our innovation, although our competitors in each of our businesses are actively seeking patent protection as well.

- [removed: Display Technologies:] [added: Display:] patents relating to glass compositions and methods for the use and manufacture of glass substrates for display applications.

- [removed: Environmental Technologies:] [added: Automotive:] patents relating to cellular ceramic honeycomb products, together with ceramic batch and binder system compositions, honeycomb extrusion and firing processes, and honeycomb extrusion dies and equipment for the high-volume, low-cost manufacture of such products.

- Life Sciences: patents relating to methods and apparatus for the manufacture and use of scientific laboratory equipment including multiwell plates and cell culture products, [removed: as well as] equipment and processes for cell and gene therapy [removed: research.][added: research and glass packaging for pharmaceuticals.]

| | | | Number of patents worldwide | | | | | | U.S. patents | | | | | | Important U.S. patents expiring between [removed: 2025] [added: 2026] and [removed: 2027] [added: 2028] | | |

Our principal trademarks include the following: Axygen, Celcor, ClearCurve, Contour, Corning, DuraTrap, Eagle XG, Edge8, Everon, Evolv, Falcon, [added: FlexNAP, FLORA,] Gorilla, HPFS, Leaf, [added: miniXtend, PUSHLOK,] PYREX, RocketRibbon, SMF-28e, Steuben, UniCam, Valor, Velocity, Victus and Viridian.

To maintain compliance with such regulations, capital expenditures for pollution control in operations were approximately [removed: $10.4] [added: $7.9] million in [removed: 2024] [added: 2025] and are estimated to be [removed: $14.2] [added: $18.9] million in [removed: 2025.][added: 2026.]

Recent segment reporting changes

As of January 1, 2025, the Company began managing its Automotive Glass Solutions business together with its Environmental Technologies business, forming its Automotive segment, and its Display Technologies segment was renamed to “Display.”

The comparative period segment information presented herein has been recast to reflect the above changes in segment reporting.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

macrobend performance in one fiber.

This includes our SMF-28e® Contour fiber, a 40% smaller fiber delivering improved bend resistance in high-density environments.

This fiber forms the basis of our Contour Flow™ Cable, which can fit double the fiber into the same cable diameter.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

*Automotive Segment*

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

manufacturers.

Our automotive glass solutions business is delivering technical glass and optic product and process innovations that differentiate design, create connectivity, activate autonomy, and help shape sustainability for the automotive industry.

Business innovations such as AutoGrade™ Gorilla® Glass, 3D ColdForm™ Technology and Fusion5™ Glass enable more reliable, higher quality, lighter weight and more economical auto interior cover glass parts and exterior windows.

This glass business leverages our 100+ year Automotive OEM market access, longstanding Display panel maker relationships and ecosystem from our Specialty Materials segment to help drive automotive business growth.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

*Display Segment*

*Automotive Segment*

In automotive glass, our competitive advantage is in more reliable, large and shaped digital display covers.

Additionally, some required raw materials are subject to export restrictions imposed by their country of origin.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

Automotive glass has a growing portfolio of patents related to products, technologies and manufacturing processes.

| Optical Communications | | | 4,121 | | | | | | 1,625 | | | | | | 44 | | |

| Display | | | 1,430 | | | | | | 191 | | | | | | 12 | | |

| Specialty Materials | | | 2,245 | | | | | | 845 | | | | | | 12 | | |

| Automotive | | | 1,351 | | | | | | 506 | | | | | | 12 | | |

| Life Sciences | | | 1,091 | | | | | | 315 | | | | | | 6 | | |

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

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

This not only strengthens our culture, but it also helps drive our ability to innovate and succeed.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

*Health and Safety*

Globally, we prioritize employee health and wellbeing through interactive wellness programs tailored to meet the unique health needs of each region.

These offerings vary by location and include resources for nutrition, fitness, smoking cessation, and mental health.

Additionally, our 24/7 wellness teams deliver localized, interactive activities to support holistic employee health.

For employees working in environments with potential exposures to noise, dust, and chemicals, we ensure their safety through routine health monitoring.

In the United States and Mexico where our Electronic Medical Record system is in place, we track data for over 13,000 employees annually.

These efforts reflect Corning’s dedication to fostering a safe, healthy and thriving workplace for all employees.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

Age 63.

Michelle L.

*Environmental Technologies Segment*

| Optical Communications | | | 4,652 | | | | | | 2,089 | | | | | | 25 | | |

| Display Technologies | | | 1,320 | | | | | | 173 | | | | | | 12 | | |

| Specialty Materials | | | 2,426 | | | | | | 883 | | | | | | 13 | | |

| Environmental Technologies | | | 847 | | | | | | 360 | | | | | | 12 | | |

| Life Sciences | | | 547 | | | | | | 161 | | | | | | 6 | | |

Corning employees all contribute to the success of the Company by Living our Values—all seven, all the time, all around the world.

Globally, we promote employee health and wellbeing through wellness programs which vary by region such as nutrition and fitness-related offerings, smoking cessation programs and smoke free campuses.

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

Age 56.

Age 53.

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.

Age 48.

Eric S.

Mr. Musser joined Corning in 1986 and served in a variety of manufacturing and general management roles in Corning’s Optical Communications businesses.

Mr. Musser served as general manager, Corning Greater China from 2007 to 2012 and president of Corning International from 2012 to 2014.

In 2020, he was appointed president & chief operating officer.

Age 65.

Nelson III *Senior Vice President and General Manager, Automotive, Life Sciences & Solar*

Age 49.

In 2018 he was named executive vice president and general counsel.

Age 61.

Zhang *Senior Vice President and General Manager, Corning Glass Innovations & Corning Asia*

Age 52.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Corning had accrued approximately [removed: $78] [added: $89] million and [removed: $88] [added: $78] million, respectively, for the estimated undiscounted liability for environmental cleanup and related litigation.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was approximately [removed: $33] [added: $45] billion based on the New York Stock Exchange closing price on such date.

There were [removed: 856,564,001] [added: 857,948,109] shares of common stock outstanding as of January [removed: 31, 2025.][added: 30, 2026.]

Portions of [removed: Registrant's] [added: Registrant’s] definitive Proxy Statement for its [removed: May 1, 2025] [added: April 30, 2026] Annual Meeting of Shareholders are incorporated by reference into Part III.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

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

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

We operate [removed: 124] [added: 128] manufacturing plants and [removed: processing] [added: related] facilities in [removed: 15] [added: 14] countries, of which approximately [removed: 32%] [added: 34%] are in the U.S. We own approximately [removed: 55%] [added: 56%] of our executive and corporate buildings, with [removed: 93%] [added: 94%] located in and around Corning, New York.

We also own approximately [removed: 61%] [added: 62%] of our sales and administrative office square footage, [removed: 80%] [added: 85%] of our research and development square footage, [removed: 58%] [added: 61%] of our manufacturing square footage and [removed: 8%] [added: 7%] of our warehousing square footage.

Manufacturing, sales and administrative, research and development facilities and warehouse facilities have an aggregate floor space of approximately [removed: 54.2] [added: 55.6] million square feet.

Total assets and capital expenditures by reportable segment are included in Note [removed: 17] [added: 18] (Reportable Segments) in the accompanying notes to the consolidated financial statements.

Information concerning lease commitments is included in Note [removed: 5] [added: 8] (Leases) in the accompanying notes to the consolidated financial statements.

| Manufacturing | | | 47.1 | | | | | | 14.5 | | | | | | 32.6 | | |

| Warehouse | | | 3.9 | | | | | | 2.8 | | | | | | 1.1 | | |

| Total | | | 55.6 | | | | | | 21.1 | | | | | | 34.5 | | |

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

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

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

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

As of December 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 10,500] [added: 10,000] registered holders of common stock and approximately [removed: 861,000] [added: 1,286,000] beneficial shareholders.

This graph assumes the investment of $100 on December 31, [removed: 2019] [added: 2020] and the reinvestment of all dividends since that date.

[removed: ][added: ]

(c)The following table provides information about purchases of common stock during the fourth quarter of [removed: 2024:][added: 2025:]

(1)This column reflects: (iii) [removed: 105,281] [added: 95,625] shares of common stock related to the vesting of employee restricted stock; (i) [removed: 43,982] [added: 31,455] shares of common stock related to the vesting of employee restricted stock units; (ii) [removed: 298] [added: 2,166] shares of common stock related to the vesting of employee performance stock units; and (v) the purchase of [removed: 619,867] [added: 59,207] shares of common stock under the 2019 Repurchase Program.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| October 1-31, 2025 | | | 57,366 | | | | | | $ | 84.66 | | | | | | | | | | | | | |

| November 1-30, 2025 | | | 75,140 | | | | | | $ | 84.78 | | | | | 59,207 | | | | | | | | |

| December 1-31, 2025 | | | 55,947 | | | | | | $ | 87.33 | | | | | | | | | | | | | |

| Total | | | 188,453 | | | | | | $ | 85.50 | | | | | 59,207 | | | | | | $ | 2,972,667,460 | |

| 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 | |

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

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 [removed: 15d-15(e)] [added: 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, [removed: that] Corning’s disclosure controls and procedures were effective.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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 [removed: “non-Rule] [added: non-Rule] 10b5-1 trading [removed: arrangement.”][added: arrangement.]

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

Craig *Retired Chief Financial Officer, Accenture [removed: plc*.][added: plc*]

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

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

Ms. [removed: Henretta] [added: Badani] joined Corning’s Board in [removed: 2013.][added: 2025.]

Weeks *Chairman and Chief Executive [removed: Officer*][added: Officer & President*]

During [removed: 2024,] [added: 2025,] no amendments to or waivers of the provisions of the Code were made with respect to any of our directors or executive officers.

Ami Badani *Chief Marketing Officer, ARM Holdings plc*

Ms. Badani is recognized for her leadership at the intersection of AI, semiconductors, go-to-market strategy, and business transformation.

As chief marketing officer of Arm, she leads global marketing efforts for one of the world’s premier semiconductor and AI technology companies, accelerating innovation across mobile, data center, automotive and other key emerging sectors.

From 2020 to 2023, Ms. Badani was vice president of products and developer marketing at NVIDIA, where she played an instrumental role in expanding and scaling the company’s data center portfolio into one of its most strategic growth engines.

Ms. Badani began her career in investment banking and asset management at Goldman Sachs and JPMorgan, where she developed a strong foundation in financial strategy, capital markets and investor relations.

Age 47.

Age 70.

Age 68.

Age 76.

Age 74.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

Age 59.

Age 66.

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

Age 72.

Age 69.

Age 75.

Age 65.

Deborah A.

Henretta *Retired Group President of Global E-Business, Procter & Gamble Company*

Ms. Henretta has 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.

She joined Procter & Gamble (P&G) in 1985.

In 2005, she was appointed President of P&G’s business in ASEAN, Australia and India.

She was appointed group president, P&G Asia in 2007, group president of P&G Global Beauty Sector in 2013 and group president of P&G E-Business in 2015.

She retired from P&G in 2015.

Age 63.

Age 58.

Deborah D.

Rieman *Retired Executive Chairman, Metamarkets Group*

Dr. Rieman has more than 34 years of experience in the software and information technology industries.

In 2016, she retired as executive chairman of Metamarkets Group.

Previously, she was managing director of Equus Management Company, a private investment fund.

From 1995 to 1999, she served as president and chief executive officer of Check Point Software Technologies, Incorporated.

Dr. Rieman joined Corning’s Board in 1999.

Mark S.

Wrighton *Professor and Chancellor Emeritus, Washington University in St. Louis*

Dr. Wrighton has nearly 30 years of leadership experience overseeing large research universities.

He currently serves as professor and chancellor emeritus of Washington University in St. Louis where he served 24 years as its chancellor.

Before joining Washington University in St. Louis, he was a researcher and professor at the Massachusetts Institute of Technology, where he was head of the Department of Chemistry from 1987 to 1990, and then provost from 1990 to 1995.

Dr. Wrighton served as a presidential appointee to the National Science Board from 2000 to 2006.

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

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

Dr. Wrighton joined Corning’s Board in 2009.

The following table provides information about the Company’s equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

(1)Excludes [removed: 4.2] [added: 2.5] million of securities to be issued upon exercise of outstanding options, warrants and rights.

| Equity compensation plans approved by security holders (2) | | | 2,528,761 | | | | | | $ | 24.07 | | | | | 17,028,387 | | |

| Total | | | 2,528,761 | | | | | | $ | 24.07 | | | | | 17,028,387 | | |

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

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

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| | | | See separate index to financial statements | | | [removed: [57](#ib9904a1899c2497faa281924035bdb18_127)] [added: [56](#i1aa5498303b34ba48750e3b242caf198_127)] | | |

| | | | 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 [removed: Corning's] [added: Corning](https://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.66.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.66.htm)[s] Form 8-K filed on April 5, 2021).](https://www.sec.gov/Archives/edgar/data/24741/000130817914000032/exhibit_10.66.htm) | | |

| | | | 10.13 | | | [Form of Officer Severance Agreement dated as of January 1, 2015 between Corning Incorporated and each of the following [removed: 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.] [added: individuals:](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [A.] Hal Nelson [removed: III,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [Lewis] [added: III, Lewis] A. [removed: Steverson](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm)[,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [Edward] [added: Steverson, Edward] A. [removed: Schlesinger](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [and] [added: Schlesinger and] John Z. [removed: Zhang](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit101.htm) [(Incorporated] [added: Zhang (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 [removed: 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.] [added: individuals:](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [A.] Hal Nelson [removed: III,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [Lewis] [added: III, Lewis] A. [removed: Steverson](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm)[,](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [Edward] [added: Steverson, Edward] A. [removed: Schlesinger](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [and] [added: Schlesinger and] John Z. [removed: Zhang](https://www.sec.gov/Archives/edgar/data/24741/000002474115000045/exhibit102.htm) [(Incorporated] [added: Zhang (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) | | |

| | | | 10.16 | | | [Form of Corning Incorporated Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (for grants made under the [removed: 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] [added: 2010 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) | | |

| | | | 10.21 | | | [Share Repurchase Agreement, dated April 5, 2021, between Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.1 to [removed: Corning's] [added: Corning](https://www.sec.gov/Archives/edgar/data/24741/000119312521105621/d146015dex101.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000119312521105621/d146015dex101.htm)[s] Form 8-K filed on April 5, 2021).](https://www.sec.gov/Archives/edgar/data/24741/000119312521105621/d146015dex101.htm) | | |

| | | | 10.22 | | | [Corning Incorporated Executive Supplemental Pension Plan as Amended and Restated, effective January 1, 2023 (Incorporated by reference to Exhibit 10.41 to [removed: Corning's] [added: Corning](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471389.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471389.htm)[s] Form 10-K filed February 13, 2023).](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471389.htm) | | |

| | | | [removed: 10.23] [added: 10.24] | | | [Corning Incorporated Supplemental Pension Plan as Amended and Restated, effective January 1, 2023 (Incorporated by reference to Exhibit 10.42 to [removed: Corning's] [added: Corning](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471390.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471390.htm)[s] Form 10-K filed February 13, 2023).](https://www.sec.gov/Archives/edgar/data/24741/000143774923003123/ex_471390.htm) | | |

| | | | [removed: 10.24] [added: 10.26] | | | [Corning Incorporated Deferred Compensation Plan for Non-Employee Directors as Amended and Restated, effective December 6, [removed: 2023](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm) [(Incorporated] [added: 2023 (Incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[2](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[7](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm) [to Corning's] [added: 10.27 to Corning](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[s] Form 10-K filed February [removed: 1](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[2](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[, 202](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[4](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[)](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)] [added: 12, 2024).](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612080.htm)] | | |

| | | | [removed: 10.25] [added: 10.27] | | | [Corning Incorporated Supplemental Investment Plan as Amended and Restated, effective January 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm) [](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm)[(Incorporated] [added: 2024 (Incorporated] by reference to Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm)[8](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm) [to Corning's] [added: 10.28 to Corning](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm)[s] Form 10-K filed February 12, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_619407.htm)] | | |

| | | | [removed: 10.26] [added: 10.30] | | | [removed: [Transaction] [added: [Construction Agency] Agreement dated as of March 12, 2024 [removed: by] [added: between BA Leasing BSC, LLC as Lessor] and [removed: among] Solar Technology [removed: LLC, as Lessee and] [added: LLC] as Construction [removed: Age](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[nt](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm) [](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[(Incorporated] [added: Agent (Incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[1](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm) [to Corning's Form](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm) [8-K](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm) [filed](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm) [Ma](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[r](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[ch 15](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[, 2024)](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)] [added: 10.2 to Corning](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)[s Form 8-K filed March 15, 2024).](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)] | | |

| | | | [removed: 10.27] [added: 10.31] | | | [removed: [Construction Agency] [added: [Lease, Mortgage, Assignment of Leases and Rents, Security] Agreement [added: and Fixture Filing] dated as of March 12, [removed: 2024] [added: 2024,] between [added: Solar Technology LLC as Lessee and] BA Leasing BSC, LLC as Lessor [removed: and Solar Technology LLC as Construction Agent](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm) [](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)[(Incorporated] [added: (Incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)[2](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm) [to Corning's] [added: 10.3 to Corning](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)[s] Form 8-K filed [removed: Ma](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)[r](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)[ch] [added: March] 15, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex102.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)] | | |

| | | | [removed: 10.29] [added: 10.32] | | | [Guaranty from Corning Incorporated dated March 12, [removed: 2024](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm) [](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)[(Incorporated] [added: 2024 (Incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)[4](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm) [to Corning's] [added: 10.4 to Corning](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)[s] Form 8-K filed [removed: Ma](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)[r](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)[ch] [added: March] 15, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex104.htm)] | | |

| | | | 14 | | | [Corning Incorporated Code of Ethics for Chief Executive Officer and Financial Executives, and Code of Conduct for Directors and Executive Officers (Incorporated by reference to [removed: Appendix](https://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm) [I](https://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm) [of] [added: Appendix I of] Corning Proxy Statement, Definitive 14A filed March 13, 2012 for April 26, 2012 Annual Meeting of Shareholders).](https://www.sec.gov/Archives/edgar/data/24741/000119312512111012/d285045ddef14a.htm) | | |

| | | | 19 | | | [Corning Incorporated Insider Trading Policy, effective February 1, [removed: 2023](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm) [(Incorporated] [added: 2023 (Incorporated] by reference to Exhibit [removed: 1](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm)[9](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm) [to Corning's] [added: 19 to Corning](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm)[s] Form 10-K filed February 12, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612081.htm)] | | |

| | | | 21 | | | [Subsidiaries of the Registrant at December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/24741/000162828025005347/glw-20241231x10kexx21.htm)[4](https://www.sec.gov/Archives/edgar/data/24741/000162828025005347/glw-20241231x10kexx21.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000162828025005347/glw-20241231x10kexx21.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx21.htm)[5](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx21.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx21.htm)] | | |

| | | | 23 | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/24741/000162828025005347/glw-20241231x10kexx23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx23.htm)] | | |

| | | | 24 | | | [Powers of Attorney (included on the Signatures page of this Annual Report on Form [removed: 10-K).](#ib9904a1899c2497faa281924035bdb18_118)] [added: 10-K).](#i1aa5498303b34ba48750e3b242caf198_118)] | | |

| | | | 31.1 | | | [Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/24741/000162828025005347/glw-20241231x10kexx3111.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx311.htm)] | | |

| | | | 31.2 | | | [Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/24741/000162828025005347/glw-20241231x10kexx3121.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx312.htm)] | | |

| | | | 32 | | | [Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/24741/000162828025005347/glw-20241231x10kexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx32.htm)] | | |

| | | | 97 | | | [Corning Incorporated Clawback Policy, effective December 1, [removed: 2023](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm) [(Incorporated] [added: 2023 (Incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm) [9](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm)[7] [added: Exhibit 97] to [removed: Corning's] [added: Corning](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm)[s] Form 10-K filed February 12, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/24741/000143774924003735/ex_612079.htm)] | | |

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| | | | 10.17 | | | [Credit Agreement dated as of July 28, 2025, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to Corning’s Form 8-K filed July 30, 2025).](https://www.sec.gov/Archives/edgar/data/24741/000120677425000489/glw4514861-ex101.htm) | | |

| | | | 10.23 | | | [Corning Incorporated Executive Supplemental Pension Plan as Amended](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231xexx1023xespp.htm)[, effective January 1, 202](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231xexx1023xespp.htm)[6](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231xexx1023xespp.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231xexx1023xespp.htm) | | |

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| | | | 10.25 | | | [Corning Incorporated Supplemental Pension Plan as Amended](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx1025xspp.htm)[, effective January 1, 202](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx1025xspp.htm)[6](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx1025xspp.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10kexx1025xspp.htm) | | |

| | | | 10.28 | | | [Corning Incorporated Supplemental Investment Plan as Amended](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10xkexx1028xs.htm)[, effective January 1, 202](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10xkexx1028xs.htm)[6](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10xkexx1028xs.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10xkexx1028xs.htm) | | |

| | | | 10.29 | | | [Transaction Agreement dated as of March 12, 2024 by and among Solar Technology LLC, as Lessee and as Construction Agent; BA Leasing BSC, LLC as Lessor; Bank of America, N.A., not in its individual capacity, except as expressly stated therein, but solely as Administrative Agent; and Persons Named on Schedule II thereto, as Participant Interest Parties (Incorporated by reference to Exhibit 10.1 to Corning](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[’](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm)[s Form 8-K filed March 15, 2024).](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex101.htm) | | |

| | | | 10.33 | | | [Omnibus Amendment and Consent Agreement, dated as of December 19, 2025, by and among, Solar Technology LLC as Lessee and Construction Agent, Corning Incorporated, BA Leasing BSC LLC as Lessor, Bank of America, N.A., not in its individual capacity, but solely as Administrative Agent, and Persons listed on the signature pages thereto, as Participant Interest Parties](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10xkexx1033xo.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000002474126000124/glw-20251231x10xkexx1033xo.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) | | |

| | | | 10.28 | | | [Lease, Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of March 12, 2024, between Solar Technology LLC as Lessee and BA Leasing BSC, LLC as Lessor](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm) [](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)[(Incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)[3](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm) [to Corning's Form 8-K filed Ma](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)[r](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)[ch 15, 2024)](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm)[.](https://www.sec.gov/Archives/edgar/data/24741/000120677424000271/glw4309191-ex103.htm) | | |

| Date: February [removed: 13, 2025] [added: 12, 2026] | | | By: | | | /s/ Wendell P. Weeks | | | | | |

| | | | | | | Chief Executive Officer [added: & President] | | | | | |

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 [removed: 13th] [added: 12th] day of February, [removed: 2025.][added: 2026.]

| /s/ Wendell P. Weeks | | | | | | Chairman of the Board of Directors, Chief Executive [removed: Officer, and Director] [added: Officer & President] | | |

[removed: 2024] [added: 2025] Annual Report

| [Report of Independent Registered Public Accounting [removed: Firm](#ib9904a1899c2497faa281924035bdb18_124) [](#ib9904a1899c2497faa281924035bdb18_124)(PCAOB] [added: Firm](#i1aa5498303b34ba48750e3b242caf198_124) [](#i1aa5498303b34ba48750e3b242caf198_124)(PCAOB] ID 238) | | | | | | [removed: [55](#ib9904a1899c2497faa281924035bdb18_124)] [added: [54](#i1aa5498303b34ba48750e3b242caf198_124)] | | |

| [Consolidated Statements of [removed: Income](#ib9904a1899c2497faa281924035bdb18_127)] [added: Income](#i1aa5498303b34ba48750e3b242caf198_127)] | | | | | | [removed: [57](#ib9904a1899c2497faa281924035bdb18_127)] [added: [56](#i1aa5498303b34ba48750e3b242caf198_127)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ib9904a1899c2497faa281924035bdb18_127)] [added: Income](#i1aa5498303b34ba48750e3b242caf198_127)] | | | | | | [removed: [58](#ib9904a1899c2497faa281924035bdb18_130)] [added: [57](#i1aa5498303b34ba48750e3b242caf198_130)] | | |

| [Consolidated Balance [removed: Sheets](#ib9904a1899c2497faa281924035bdb18_133)] [added: Sheets](#i1aa5498303b34ba48750e3b242caf198_133)] | | | | | | [removed: [59](#ib9904a1899c2497faa281924035bdb18_133)] [added: [58](#i1aa5498303b34ba48750e3b242caf198_133)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib9904a1899c2497faa281924035bdb18_136)] [added: Flows](#i1aa5498303b34ba48750e3b242caf198_136)] | | | | | | [removed: [60](#ib9904a1899c2497faa281924035bdb18_136)] [added: [59](#i1aa5498303b34ba48750e3b242caf198_136)] | | |

| [Consolidated Statements of Changes in Shareholders’ [removed: Equity](#ib9904a1899c2497faa281924035bdb18_139)] [added: Equity](#i1aa5498303b34ba48750e3b242caf198_139)] | | | | | | [removed: [61](#ib9904a1899c2497faa281924035bdb18_139)] [added: [60](#i1aa5498303b34ba48750e3b242caf198_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib9904a1899c2497faa281924035bdb18_142)] [added: Statements](#i1aa5498303b34ba48750e3b242caf198_142)] | | | | | | | | |

| | | | [removed: [1.](#ib9904a1899c2497faa281924035bdb18_145) [](#ib9904a1899c2497faa281924035bdb18_145)[Summary] [added: [1.](#i1aa5498303b34ba48750e3b242caf198_145) [](#i1aa5498303b34ba48750e3b242caf198_145)[Summary] of Significant Accounting [removed: Policies](#ib9904a1899c2497faa281924035bdb18_145)] [added: Policies](#i1aa5498303b34ba48750e3b242caf198_145)] | | | [removed: [62](#ib9904a1899c2497faa281924035bdb18_145)] [added: [61](#i1aa5498303b34ba48750e3b242caf198_145)] | | |

| | | | [removed: [2.](#ib9904a1899c2497faa281924035bdb18_148) [](#ib9904a1899c2497faa281924035bdb18_148)[Restructuring,] [added: [2.](#i1aa5498303b34ba48750e3b242caf198_148) [](#i1aa5498303b34ba48750e3b242caf198_148)[Restructuring,] Impairment and Other Charges and [removed: Credits](#ib9904a1899c2497faa281924035bdb18_148)] [added: Credits](#i1aa5498303b34ba48750e3b242caf198_148)] | | | [removed: [70](#ib9904a1899c2497faa281924035bdb18_148)] [added: [70](#i1aa5498303b34ba48750e3b242caf198_148)] | | |

| | | | [removed: [3.](#ib9904a1899c2497faa281924035bdb18_151) [](#ib9904a1899c2497faa281924035bdb18_151)[Revenue](#ib9904a1899c2497faa281924035bdb18_151)] [added: [4.](#i1aa5498303b34ba48750e3b242caf198_151) [](#i1aa5498303b34ba48750e3b242caf198_151)[Revenue](#i1aa5498303b34ba48750e3b242caf198_151)] | | | [removed: [71](#ib9904a1899c2497faa281924035bdb18_151)] [added: [72](#i1aa5498303b34ba48750e3b242caf198_151)] | | |

| | | | [removed: [4.](#ib9904a1899c2497faa281924035bdb18_154) [](#ib9904a1899c2497faa281924035bdb18_154)[Inventories](#ib9904a1899c2497faa281924035bdb18_154)] [added: [5.](#i1aa5498303b34ba48750e3b242caf198_154) [](#i1aa5498303b34ba48750e3b242caf198_154)[Inventories](#i1aa5498303b34ba48750e3b242caf198_154)] | | | [removed: [72](#ib9904a1899c2497faa281924035bdb18_154)] [added: [73](#i1aa5498303b34ba48750e3b242caf198_154)] | | |

| | | | [removed: [5.](#ib9904a1899c2497faa281924035bdb18_157) [](#ib9904a1899c2497faa281924035bdb18_157)[Leases](#ib9904a1899c2497faa281924035bdb18_157)] [added: [8.](#i1aa5498303b34ba48750e3b242caf198_157) [](#i1aa5498303b34ba48750e3b242caf198_157)[Leases](#i1aa5498303b34ba48750e3b242caf198_157)] | | | [removed: [72](#ib9904a1899c2497faa281924035bdb18_157)] [added: [74](#i1aa5498303b34ba48750e3b242caf198_157)] | | |

| | | | [removed: [6.](#ib9904a1899c2497faa281924035bdb18_160) [](#ib9904a1899c2497faa281924035bdb18_160)[Income Taxes](#ib9904a1899c2497faa281924035bdb18_160)] [added: [1](#i1aa5498303b34ba48750e3b242caf198_160)[5](#i1aa5498303b34ba48750e3b242caf198_160)[.](#i1aa5498303b34ba48750e3b242caf198_160) [](#i1aa5498303b34ba48750e3b242caf198_160)[Income Taxes](#i1aa5498303b34ba48750e3b242caf198_160)] | | | [removed: [74](#ib9904a1899c2497faa281924035bdb18_160)] [added: [89](#i1aa5498303b34ba48750e3b242caf198_160)] | | |

| | | | [removed: [7.](#ib9904a1899c2497faa281924035bdb18_163) [](#ib9904a1899c2497faa281924035bdb18_163)[Property,] [added: [6.](#i1aa5498303b34ba48750e3b242caf198_163) [](#i1aa5498303b34ba48750e3b242caf198_163)[Property,] Plant and Equipment, Net of Accumulated [removed: Depreciation](#ib9904a1899c2497faa281924035bdb18_163)] [added: Depreciation](#i1aa5498303b34ba48750e3b242caf198_163)] | | | [removed: [77](#ib9904a1899c2497faa281924035bdb18_163)] [added: [73](#i1aa5498303b34ba48750e3b242caf198_163)] | | |

| | | | [removed: [8.](#ib9904a1899c2497faa281924035bdb18_166) [](#ib9904a1899c2497faa281924035bdb18_166)[Goodwill] [added: [7.](#i1aa5498303b34ba48750e3b242caf198_166) [](#i1aa5498303b34ba48750e3b242caf198_166)[Goodwill] and Other Intangible [removed: Assets](#ib9904a1899c2497faa281924035bdb18_166)] [added: Assets](#i1aa5498303b34ba48750e3b242caf198_166)] | | | [removed: [77](#ib9904a1899c2497faa281924035bdb18_166)] [added: [73](#i1aa5498303b34ba48750e3b242caf198_166)] | | |

| | | | [removed: [9.](#ib9904a1899c2497faa281924035bdb18_169) [](#ib9904a1899c2497faa281924035bdb18_169)[Other] [added: [9.](#i1aa5498303b34ba48750e3b242caf198_169) [](#i1aa5498303b34ba48750e3b242caf198_169)[Other] Assets and Other [removed: Liabilities](#ib9904a1899c2497faa281924035bdb18_169)] [added: Liabilities](#i1aa5498303b34ba48750e3b242caf198_169)] | | | [removed: [78](#ib9904a1899c2497faa281924035bdb18_169)] [added: [77](#i1aa5498303b34ba48750e3b242caf198_169)] | | |

| | | | [removed: [10.](#ib9904a1899c2497faa281924035bdb18_172) [](#ib9904a1899c2497faa281924035bdb18_172)[Debt](#ib9904a1899c2497faa281924035bdb18_172)] [added: [1](#i1aa5498303b34ba48750e3b242caf198_172)[0](#i1aa5498303b34ba48750e3b242caf198_172)[.](#i1aa5498303b34ba48750e3b242caf198_172) [](#i1aa5498303b34ba48750e3b242caf198_172)[](#i1aa5498303b34ba48750e3b242caf198_172)[Debt](#i1aa5498303b34ba48750e3b242caf198_172)] | | | [removed: [79](#ib9904a1899c2497faa281924035bdb18_172)] [added: [78](#i1aa5498303b34ba48750e3b242caf198_172)] | | |

| | | | [removed: [11.](#ib9904a1899c2497faa281924035bdb18_175) [](#ib9904a1899c2497faa281924035bdb18_175)[Employee] [added: [1](#i1aa5498303b34ba48750e3b242caf198_175)[1](#i1aa5498303b34ba48750e3b242caf198_175)[.](#i1aa5498303b34ba48750e3b242caf198_175) [](#i1aa5498303b34ba48750e3b242caf198_175)[](#i1aa5498303b34ba48750e3b242caf198_175)[Employee] Retirement [removed: Plans](#ib9904a1899c2497faa281924035bdb18_175)] [added: Plans](#i1aa5498303b34ba48750e3b242caf198_175)] | | | [removed: [80](#ib9904a1899c2497faa281924035bdb18_175)] [added: [79](#i1aa5498303b34ba48750e3b242caf198_175)] | | |

| | | | [removed: [12.](#ib9904a1899c2497faa281924035bdb18_178) [](#ib9904a1899c2497faa281924035bdb18_178)[Commitments,] [added: [1](#i1aa5498303b34ba48750e3b242caf198_178)[2](#i1aa5498303b34ba48750e3b242caf198_178)[.](#i1aa5498303b34ba48750e3b242caf198_178) [](#i1aa5498303b34ba48750e3b242caf198_178)[](#i1aa5498303b34ba48750e3b242caf198_178)[Commitments,] Contingencies and [removed: Guarantees](#ib9904a1899c2497faa281924035bdb18_178)] [added: Guarantees](#i1aa5498303b34ba48750e3b242caf198_178)] | | | [removed: [86](#ib9904a1899c2497faa281924035bdb18_178)] [added: [85](#i1aa5498303b34ba48750e3b242caf198_178)] | | |

| | | | [removed: [13.](#ib9904a1899c2497faa281924035bdb18_181) [](#ib9904a1899c2497faa281924035bdb18_181)[Financial Instruments](#ib9904a1899c2497faa281924035bdb18_181)] [added: [1](#i1aa5498303b34ba48750e3b242caf198_181)[3](#i1aa5498303b34ba48750e3b242caf198_181)[.](#i1aa5498303b34ba48750e3b242caf198_181) [](#i1aa5498303b34ba48750e3b242caf198_181)[](#i1aa5498303b34ba48750e3b242caf198_181)[](#i1aa5498303b34ba48750e3b242caf198_181)[](#i1aa5498303b34ba48750e3b242caf198_181)[](#i1aa5498303b34ba48750e3b242caf198_181)[Financial Instruments](#i1aa5498303b34ba48750e3b242caf198_181)] | | | [removed: [87](#ib9904a1899c2497faa281924035bdb18_181)] [added: [86](#i1aa5498303b34ba48750e3b242caf198_181)] | | |

| | | | [removed: [14.](#ib9904a1899c2497faa281924035bdb18_184) [](#ib9904a1899c2497faa281924035bdb18_184)[Shareholders’ Equity](#ib9904a1899c2497faa281924035bdb18_184)] [added: [1](#i1aa5498303b34ba48750e3b242caf198_184)[6](#i1aa5498303b34ba48750e3b242caf198_184)[.](#i1aa5498303b34ba48750e3b242caf198_184) [](#i1aa5498303b34ba48750e3b242caf198_184)[Shareholders’ Equity](#i1aa5498303b34ba48750e3b242caf198_184)] | | | [removed: [89](#ib9904a1899c2497faa281924035bdb18_184)] [added: [94](#i1aa5498303b34ba48750e3b242caf198_184)] | | |

| | | | [removed: [15.](#ib9904a1899c2497faa281924035bdb18_187) [](#ib9904a1899c2497faa281924035bdb18_187)[Earnings] [added: [1](#i1aa5498303b34ba48750e3b242caf198_187)[7](#i1aa5498303b34ba48750e3b242caf198_187)[.](#i1aa5498303b34ba48750e3b242caf198_187) [](#i1aa5498303b34ba48750e3b242caf198_187)[Earnings] Per Common [removed: Share](#ib9904a1899c2497faa281924035bdb18_187)] [added: Share](#i1aa5498303b34ba48750e3b242caf198_187)] | | | [removed: [92](#ib9904a1899c2497faa281924035bdb18_187)] [added: [98](#i1aa5498303b34ba48750e3b242caf198_187)] | | |

| | | | [removed: [16.](#ib9904a1899c2497faa281924035bdb18_190) [](#ib9904a1899c2497faa281924035bdb18_190)[Share-Based Compensation](#ib9904a1899c2497faa281924035bdb18_190)] [added: [1](#i1aa5498303b34ba48750e3b242caf198_190)[4](#i1aa5498303b34ba48750e3b242caf198_190)[.](#i1aa5498303b34ba48750e3b242caf198_190) [](#i1aa5498303b34ba48750e3b242caf198_190)[](#i1aa5498303b34ba48750e3b242caf198_190)[Share-Based Compensation](#i1aa5498303b34ba48750e3b242caf198_190)] | | | [removed: [92](#ib9904a1899c2497faa281924035bdb18_190)] [added: [87](#i1aa5498303b34ba48750e3b242caf198_190)] | | |

| | | | [removed: [17.](#ib9904a1899c2497faa281924035bdb18_193) [](#ib9904a1899c2497faa281924035bdb18_193)[Reportable Segments](#ib9904a1899c2497faa281924035bdb18_193)] [added: [1](#i1aa5498303b34ba48750e3b242caf198_193)[8](#i1aa5498303b34ba48750e3b242caf198_193)[.](#i1aa5498303b34ba48750e3b242caf198_193) [](#i1aa5498303b34ba48750e3b242caf198_193)[Reportable Segments](#i1aa5498303b34ba48750e3b242caf198_193)] | | | [removed: [94](#ib9904a1899c2497faa281924035bdb18_193)] [added: [99](#i1aa5498303b34ba48750e3b242caf198_193)] | | |

We have audited the accompanying consolidated balance sheets of Corning Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: *Income Taxes - Receivables] [added: *Receivable] for South Korean Tax Disputes*

As described in Notes [removed: 1, 6,] [added: 1] and [removed: 9] [added: 15] to the consolidated financial statements, in evaluating the tax benefits associated with the Company’s various tax filing positions, management records a tax benefit for uncertain tax positions using the highest cumulative tax benefit that is more likely than not to be realized.

The Company [removed: is] [added: was] required to deposit the disputed tax amounts with the South Korean government as a condition of its appeal of any tax assessment.

The principal considerations for our determination that performing procedures relating to the [removed: receivables] [added: receivable] for [added: the] South Korean tax disputes is a critical audit matter are (i) the significant judgment by management when [removed: applying the more-likely-than-not recognition criteria to the Company’s uncertain tax positions based on] [added: determining] the [removed: application of] [added: receivable for] the [added: South Korean] tax [removed: law;] [added: disputes and] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s [removed: assumption that the Company will prevail] [added: identification of new or changes] in [added: information impacting] the [removed: appeal] [added: measurement] of [removed: any tax assessment; and (iii)] the [removed: audit effort involved the use of professionals with specialized skill and knowledge.][added: receivable.]

These procedures included testing the effectiveness of controls relating to [removed: uncertain tax positions, including management’s assessment] [added: the identification] of [added: new or changes in information impacting] the [added: measurement of the receivable for the] South Korean tax disputes.

| | | | [added: | | |] Year ended December 31, [removed: | | | | | |] [added: 2025] | | | | | | | | |

| (in millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| /s/ Ami Badani | | | | | | Director | | |

| Ami Badani | | | | | | | | |

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| | | | [3.](#i1aa5498303b34ba48750e3b242caf198_625) [](#i1aa5498303b34ba48750e3b242caf198_625)[Acquisition](#i1aa5498303b34ba48750e3b242caf198_625) | | | [71](#i1aa5498303b34ba48750e3b242caf198_625) | | |

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

As a result, the Company recorded a non-current receivable of $248 million as of December 31, 2025.

These procedures also included, among others, (i) testing the completeness and accuracy of the underlying data used in the calculation of the receivable for the South Korean tax disputes; (ii) testing the measurement of the receivable for the South Korean tax disputes by recalculating the receivable; and (iii) assessing management’s identification of new or changes in information impacting the measurement of the receivable and evaluating the possible outcome for the tax benefit.

February 12, 2026

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | $ | 1,742 | | | | | $ | 592 | | | | | $ | 648 | |

| Amortization of purchased intangibles | | | 110 | | | | | | 121 | | | | | | 122 | | |

| Pension contributions | | | (68) | | | | | | (9) | | | | | | (25) | | |

| Investments in unconsolidated entities | | | (134) | | | | | | (7) | | | | | | (17) | | |

| Repayment of acquisition related debt | | | (75) | | | | | | | | | | | | | | |

| Principal payments on finance leases | | | (346) | | | | | | (30) | | | | | | (36) | | |

| Cash and cash equivalents and restricted cash at end of year | | | $ | 1,566 | | | | | $ | 1,768 | | | | | $ | 1,779 | |

| Restricted cash included in other current assets | | | 40 | | | | | | | | | | | | | | |

[Table of](#i1aa5498303b34ba48750e3b242caf198_121) [Contents](#i1aa5498303b34ba48750e3b242caf198_121)

| Net income | | | | | | | | | | | | | | | | | | | | | 1,596 | | | | | | | | | | | | | | | | | | 1,596 | | | | | | 146 | | | | | | 1,742 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 438 | | | | | | 438 | | | | | | | | | | | | 438 | | |

| Balance as of December 31, 2025 | | | | | | | | | $ | 924 | | | | | $ | 17,580 | | | | | $ | 16,551 | | | | | $ | (21,143) | | | | | $ | (2,105) | | | | | $ | 11,807 | | | | | $ | 500 | | | | | $ | 12,307 | |

The results of businesses acquired in business combinations are included in the Company’s consolidated financial statements from the date of acquisition.

The non-controlling interest as recorded on the consolidated financial statements represents amounts attributable to the minority shareholders of less-than-wholly-owned consolidated subsidiaries, including Hemlock Semiconductor Group (“HSG”) and other subsidiaries primarily within our Optical Communications segment.

Refer to Note 18 (Reportable Segments) for additional information.

| Earnings translation hedge contracts (1) | | | $ | 95 | | | | | $ | 58 | | | | | | | |

(1)During the years ended December 31, 2025 and 2024, the Company executed earnings translation hedge instruments obtained through a non-cash exchange of proceeds from certain cross currency swap contracts or other assets and the loss recognized as a result of this non-cash exchange was not material.

The Company participates in accounts receivable management programs, including factoring arrangements to sell certain accounts receivable to third-party financial institutions.

The agreements transfer effective control over and risk related to the receivables to the buyers and the Company does not service any factored accounts after the factoring has occurred.

These transactions are treated as a sale and are reflected as a reduction of accounts receivable on the consolidated balance sheets, and the proceeds are included in cash flows from operating activities on the consolidated statements of cash flows.

During the years ended December 31, 2025 and 2024, we accelerated the collection of $1.1 billion and $1.2 billion, respectively, in accounts receivable.

Related servicing fees for the period were not material.

recorded as an impairment to goodwill.

Government Incentives

Government grants are transfers of a monetary asset or a tangible non-monetary asset from a government entity to a business entity.

| | | | | | | | | |

| /s/ Deborah A. Henretta | | | | | | Director | | |

| Deborah A. Henretta | | | | | | | | |

| /s/ Deborah D. Rieman | | | | | | Director | | |

| Deborah D. Rieman | | | | | | | | |

| /s/ Mark S. Wrighton | | | | | | Director | | |

| Mark S. Wrighton | | | | | | | | |

The Company believes that it is more likely than not that the Company will prevail in the appeals process and as a result, management recorded a non-current receivable of $253 million as of December 31, 2024.

These procedures also included, among others, obtaining management’s assessment and evidence supporting the more-likely-than-not tax position on the South Korean tax disputes and evaluating the reasonableness of the likelihood that the tax positions will ultimately be sustained upon examination by the South Korean tax authorities and through the appeals process.

Professionals with specialized skill and knowledge were used to assist in evaluating management’s assessment and supporting evidence related to the application of the tax law.

February 13, 2025

| Proceeds from sale of assets | | | 80 | | | | | | 22 | | | | | | | | |

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

| Balance as of December 31, 2021 | | | | | | | | | $ | 907 | | | | | $ | 16,475 | | | | | $ | 16,389 | | | | | $ | (20,263) | | | | | $ | (1,175) | | | | | $ | 12,333 | | | | | $ | 212 | | | | | $ | 12,545 | |

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

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

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

Government Assistance

As of December 31, 2023, the Company had $98 million classified within other assets and $61 million classified within other liabilities in the consolidated balance sheet.

Other amounts on the balance sheet as of December 31, 2023 were not material.

These investments were not material as of December 31, 2024 and 2023.

Net Investment Hedges

The Company has contracts through 2026 for the Chinese yuan and 2027 for the Japanese yen, euro and South Korean won.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and application may be applied prospectively or retrospectively.

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement.

We are currently evaluating the potential effect that ASU 2024-03 will have on our consolidated financial statements.

Severance charges were recorded across all segments and as of December 31, 2023, the severance accrual of $118 million was reflected within other accrued liabilities on the consolidated balance sheet.

Capacity optimization charges include accelerated depreciation and asset write-offs associated with the exit of certain facilities, product lines and other exit activities primarily within Display Technologies, Specialty Materials and an emerging growth business.

| Telecommunication products | | | $ | 4,657 | | | | | $ | 4,012 | | | | | $ | 5,023 | |

| Environmental substrate and filter products | | | 1,565 | | | | | | 1,660 | | | | | | 1,492 | | |

| All other products | | | 371 | | | | | | 432 | | | | | | 471 | | |

5.

| Total lease cost | | | $ | 228 | | | | | $ | 230 | | | | | $ | 200 | |

(1)Finance lease costs were not material for the years ended December 31, 2024, 2023 and 2022.

(1)Cash payments for operating leases have been classified as operating activities on the consolidated statements of cash flows.

Principal and interest payments for finance leases have been classified as financing activities and operating activities, respectively, on the consolidated statements of cash flows, and were not material for the years ended December 31, 2024, 2023 and 2022.

| | | | Location of lease balances | | | | | | 2024 | | | | | | 2023 | | |

| Operating lease right-of-use assets | | | Other assets | | | | | | $ | 796 | | | | | $ | 883 | |

(1)Finance leases were not material as of December 31, 2024 and 2023.