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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________________ To ____________________________

Commission file number: 1-3247

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

New York16-0393470
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Riverfront Plaza, Corning, New York14831
(Address of principal executive offices)(Zip Code)

607-974-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.50 par value per shareGLWNew York Stock Exchange
3.875% Notes due 2026GLW26New York Stock Exchange
4.125% Notes due 2031GLW31New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes☒No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☒Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐No☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

ClassOutstanding as of July 25, 2025
Corning’s Common Stock, $0.50 par value per share856,618,711 shares

INDEX

PART I – FINANCIAL INFORMATION
Page
Item 1. Financial Statements
Consolidated Statements of Income3
Consolidated Statements of Comprehensive Income (Loss)4
Consolidated Balance Sheets5
Consolidated Statements of Cash Flows6
Consolidated Statements of Changes in Shareholders’ Equity7
Notes to Consolidated Financial Statements8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3. Quantitative and Qualitative Disclosures About Market Risk41
Item 4. Controls and Procedures41
PART II – OTHER INFORMATION
Item 1. Legal Proceedings42
Item 1A. Risk Factors42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds42
Item 5. Other Information42
Item 6. Exhibits43
Signatures44
Consolidated Statements of IncomeCorning Incorporated and Subsidiary Companies
(Unaudited; in millions, except per share amounts)
Three months ended June 30,Six months ended June 30,
2025202420252024
Net sales$3,862$3,251$7,314$6,226
Cost of sales2,4702,3024,7084,284
Gross margin1,3929492,6061,942
Operating expenses:
Selling, general and administrative expenses515471986922
Research, development and engineering expenses276262546520
Amortization of purchased intangibles28305660
Operating income5731861,018440
Interest income5101722
Interest expense(83)(84)(165)(167)
Translated earnings contract gain, net (Note 13)131273066
Other (expense) income, net(42)33(76)107
Income before income taxes584172824468
Provision for income taxes (Note 4)(84)(50)(139)(121)
Net income500122685347
Net income attributable to non-controlling interest(31)(18)(59)(34)
Net income attributable to Corning Incorporated$469$104$626$313
Earnings per common share available to common shareholders:
Basic (Note 5)$0.55$0.12$0.73$0.37
Diluted (Note 5)$0.54$0.12$0.72$0.36

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)Corning Incorporated and Subsidiary Companies
(Unaudited; in millions)
Three months ended June 30,Six months ended June 30,
2025202420252024
Net income$500$122$685$347
Foreign currency translation adjustments and other (Note 14)391(222)552(552)
Unamortized (losses) gains and prior service costs for postretirement benefit plans(11)37(16)39
Realized and unrealized gains (losses) on derivatives46(32)73(31)
Other comprehensive income (loss), net of tax426(217)609(544)
Comprehensive income (loss)926(95)1,294(197)
Comprehensive income attributable to non-controlling interest(31)(18)(59)(34)
Comprehensive income (loss) attributable to Corning Incorporated$895$(113)$1,235$(231)

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Balance SheetsCorning Incorporated and Subsidiary Companies
(Unaudited; in millions, except share and per share amounts)
June 30, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$1,491$1,768
Trade accounts receivable, net of doubtful accounts - $31 and $332,2982,053
Inventories (Note 7)3,0842,724
Other current assets1,3231,447
Total current assets8,1967,992
Property, plant and equipment, net of accumulated depreciation - $15,020 and $14,49213,88113,359
Goodwill2,4922,363
Other intangible assets, net711752
Deferred income taxes (Note 4)1,1871,130
Other assets2,2782,139
Total Assets$28,745$27,735
Liabilities and Equity
Current liabilities:
Current portion of long-term debt and short-term borrowings (Note 9)$786$326
Accounts payable1,9311,472
Other accrued liabilities (Notes 8 and 12)2,7583,121
Total current liabilities5,4754,919
Long-term debt (Note 9)6,7146,885
Postretirement benefits other than pensions (Note 10)302336
Other liabilities (Notes 8 and 12)4,7094,525
Total liabilities17,20016,665
Commitments and contingencies (Note 12)
Shareholders’ equity (Note 14):
Common stock – Par value $0.50 per share; Shares authorized 3.8 billion; Shares issued: 1.8 billion and 1.8 billion923921
Additional paid-in capital – common stock17,38917,264
Retained earnings15,82315,926
Treasury stock, at cost; Shares held: 991 million and 987 million(21,085)(20,882)
Accumulated other comprehensive loss(1,934)(2,543)
Total Corning Incorporated shareholders’ equity11,11610,686
Non-controlling interest429384
Total equity11,54511,070
Total Liabilities and Equity$28,745$27,735

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Cash FlowsCorning Incorporated and Subsidiary Companies
(Unaudited; in millions)
Six months ended June 30,
20252024
Cash Flows from Operating Activities:
Net income$685$347
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation603614
Amortization of purchased intangibles5660
Loss on disposal of assets, net5126
Share-based compensation expense117126
Translation loss (gain) on foreign denominated debt, net70(135)
Deferred tax (benefit) provision(39)1
Translated earnings contract gain, net(30)(66)
Changes in assets and liabilities:
Trade accounts receivable(203)(284)
Inventories(238)(89)
Other current assets(105)(16)
Accounts payable and other current liabilities(59)(52)
Customer deposits and government incentives43(18)
Deferred income(70)(70)
Other, net2473
Net cash provided by operating activities859617
Cash Flows from Investing Activities:
Capital expenditures(516)(494)
Realized gains on translated earnings contracts and other107168
Other, net(57)(12)
Net cash used in investing activities(466)(338)
Cash Flows from Financing Activities:
Repayments of debt(279)(42)
Proceeds from issuance of debt285
Proceeds from cross currency swap2468
Payments of employee withholding tax on stock awards(70)(58)
Proceeds from exercise of stock options1234
Purchases of common stock for treasury(133)(105)
Dividends paid(503)(495)
Other, net(32)(14)
Net cash used in financing activities(696)(612)
Effect of exchange rates on cash26(27)
Net decrease in cash and cash equivalents(277)(360)
Cash and cash equivalents at beginning of period1,7681,779
Cash and cash equivalents at end of period$1,491$1,419

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Changes in Shareholders’ EquityCorning Incorporated and Subsidiary Companies
(Unaudited; in millions, except per share amounts)
Common stockAdditional paid-in capital commonRetained earningsTreasury stockAccumulated other comprehensive lossTotal Corning Incorporated shareholders’ equityNon-controlling interestTotal
Balance as of December 31, 2024$921$17,264$15,926$(20,882)$(2,543)$10,686$384$11,070
Net income15715728185
Other comprehensive income183183183
Purchase of common stock for treasury(100)(100)(100)
Shares issued to benefit plans and for option exercises1636464
Common dividends ($0.28 per share)(244)(244)(244)
Other, net (1)(30)(30)(30)
Balance as of March 31, 2025$922$17,327$15,839$(21,012)$(2,360)$10,716$412$11,128
Net income46946931500
Other comprehensive income4264261427
Purchase of common stock for treasury(33)(33)(33)
Shares issued to benefit plans and for option exercises1626363
Common dividends ($0.56 per share)(485)(485)(485)
Other, net (1)(40)(40)(15)(55)
Balance as of June 30, 2025$923$17,389$15,823$(21,085)$(1,934)$11,116$429$11,545
Common stockAdditional paid-in capital commonRetained earningsTreasury stockAccumulated other comprehensive lossTotal Corning Incorporated shareholders’equityNon-controlling interestTotal
Balance as of December 31, 2023$916$16,929$16,391$(20,637)$(2,048)$11,551$317$11,868
Net income20920916225
Other comprehensive loss(327)(327)(1)(328)
Shares issued to benefit plans and for option exercises1697070
Common dividends ($0.28 per share)(242)(242)(242)
Other, net (1)(35)(35)1(34)
Balance as of March 31, 2024$917$16,998$16,358$(20,672)$(2,375)$11,226$333$11,559
Net income10410418122
Other comprehensive loss(217)(217)(217)
Purchase of common stock for treasury(103)(103)(103)
Shares issued to benefit plans and for option exercises2838585
Common dividends ($0.56 per share)(486)(486)(486)
Other, net (1)(24)(24)(9)(33)
Balance as of June 30, 2024$919$17,081$15,976$(20,799)$(2,592)$10,585$342$10,927

(1)Treasury stock includes the deemed surrender to the Company of common stock to satisfy employee tax withholding obligations.

The accompanying notes are an integral part of these consolidated financial statements.

CORNING INCORPORATED AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

In these notes, the terms “Corning,” “Company,” “we,” “us,” or “our” mean Corning Incorporated and its subsidiary companies.

The consolidated financial statements include the accounts of Corning Incorporated and our consolidated subsidiaries (collectively, the “Company”), consisting of our wholly-owned subsidiaries and those entities in which we have a variable interest and of which we are the primary beneficiary, and are consolidated in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to state fairly the financial position, results of operations and cash flows for the periods presented. All intercompany accounts, transactions and profits have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). The results of operations for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Significant estimates and assumptions in these consolidated financial statements require the exercise of judgment. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from these estimates.

The results of businesses acquired in business combinations are included in the Company’s consolidated financial statements from the date of acquisition. Other than the acquisition detailed in Note 6 (Acquisition), acquisitions during the six months ended June 30, 2025 and 2024 were not significant, individually or in the aggregate.

The non-controlling interest as recorded in 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.

Certain prior year amounts have been reclassified to conform to the current year presentation, including the recast of the Company’s segment related disclosures to align with the new reportable segments as of January 1, 2025. Refer to Note 16 (Reportable Segments) for additional information. These reclassifications had no impact on the results of operations, financial position or changes in shareholders’ equity.

2. Restructuring, Impairment and Other Charges and Credits

There were no material restructuring, impairment and other charges and credits during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2024, the Company recorded $138 million and $129 million, respectively, in restructuring, impairment and other charges and credits, of which $141 million and $121 million, respectively, were reflected in cost of sales in the consolidated statements of income, primarily relating to asset write-offs in the second quarter associated with the closure of a display manufacturing plant.

3. Revenue

Disaggregated Revenue

The following table presents revenues by product category (in millions):

Three months ended June 30,Six months ended June 30,
2025202420252024
Optical communications products$1,566$1,113$2,921$2,043
Display products7257041,4291,336
Specialty materials products5424971,037947
Automotive products457452883915
Life sciences products246237474462
Polycrystalline silicon products223199429415
All other products10349141108
Total revenue$3,862$3,251$7,314$6,226

Customer Deposits

As of June 30, 2025 and December 31, 2024, Corning had customer deposits of approximately $1.1 billion. Most of these customer deposits were non-refundable and allowed customers to secure rights to products produced under long-term supply agreements, generally over a period of up to ten years. As products are delivered to customers, Corning will recognize revenue and reduce the amount of the customer deposit liability.

For the three months ended June 30, 2025 and 2024, customer deposits recognized were $19 million and $11 million, respectively. For the six months ended June 30, 2025 and 2024, customer deposits recognized were $81 million and $91 million, respectively.

Refer to Note 8 (Other Liabilities) for additional information.

Deferred Revenue

As of June 30, 2025 and December 31, 2024, Corning had deferred revenue of approximately $763 million and $833 million, respectively. Deferred revenue was primarily related to the performance obligations of non-refundable consideration previously received by HSG from its customers under long-term supply agreements.

Deferred revenue is tracked on a per-customer contract-unit basis. As customers take delivery of the committed volumes under the terms of the contract, a per-unit amount of deferred revenue is recognized when control of the promised goods is transferred to the customer based upon the units delivered compared to the remaining contractual units. For the three and six months ended June 30, 2025 and 2024, the amount of deferred revenue recognized in the consolidated statements of income was not material.

Refer to Note 8 (Other Liabilities) for additional information.

4. Income Taxes

The following table presents the provision for income taxes and the related effective tax rate (in millions, except percentages):

Three months ended June 30,Six months ended June 30,
2025202420252024
Provision for income taxes$(84)$(50)$(139)$(121)
Effective tax rate14.4%29.1%16.9%25.9%

For the three and six months ended June 30, 2025, the effective tax rate differed from the United States (“U.S.”) statutory rate of 21%, primarily due to foreign derived intangible income, adjustments to share-based compensation and non-taxable items, partially offset by certain pre-tax losses with no corresponding expected tax benefit.

For the three and six months ended June 30, 2024, the effective tax rate differed from the U.S. statutory rate of 21%, primarily due to certain pre-tax losses with no corresponding expected tax benefit. The losses were mostly driven by asset write-offs associated with the closure of a display manufacturing plant. Refer to Note 2 (Restructuring, Impairment and Other Charges and Credits) for additional information.

Corning Precision Materials, a South Korean subsidiary, is currently appealing certain tax assessments and tax refund claims for tax years 2010 through 2019. The Company was required to deposit the disputed tax amounts with the South Korean government as a condition of its appeal of any tax assessment. The non-current receivable balance was $265 million and $253 million as of June 30, 2025 and December 31, 2024, respectively, for the amount on deposit with the South Korean government. Corning believes that it is more likely than not the Company will prevail in the appeals process relating to these matters.

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 is currently evaluating the provisions of the OBBBA and is assessing the potential impact on its consolidated financial statements.

5. Earnings Per Common Share

The following table presents the reconciliation of the amounts used to compute basic and diluted earnings per common share (in millions, except per share amounts):

Three months ended June 30,Six months ended June 30,
2025202420252024
Net income attributable to Corning Incorporated$469$104$626$313
Weighted-average common shares outstanding – basic855853855853
Effect of dilutive securities:
Stock options and other awards10111112
Weighted-average common shares outstanding – diluted865864866865
Basic earnings per common share$0.55$0.12$0.73$0.37
Diluted earnings per common share$0.54$0.12$0.72$0.36
Anti-dilutive potential shares excluded from diluted earnings per common share:
Stock options and other awards2324

6. Acquisition

In April 2025, the Company acquired 100% of the equity interests in a U.S. solar module manufacturing facility. The total fair value of purchase price consideration was $278 million, consisting of $17 million in cash paid at closing, $111 million in notes payable due within 2025, and $150 million in potential contingent consideration. The contingent consideration is comprised of annual earn-out payments with a final payment due in the sixth post-closing year. Earn-out payments are based on cumulative free cash flow, with no limitation on the total amount, and the final payment is the lesser of $98 million or an amount based on the net liquidation value of the acquired entity at the time payment is due.

The contingent payments are classified as liabilities and measured at fair value utilizing the income approach with Level 3 inputs. Fair value at the acquisition date and as of June 30, 2025 was $104 million for the earn-out payments and $46 million for the final payment. Key assumptions include projections for revenue, margins, market prices and discount rates. Subsequent changes in fair value are recognized on a recurring basis and reflected within other (expense) income, net in the consolidated statements of income.

The total purchase price of $278 million was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the acquisition date and consisted of the following (in millions):

Inventories$41
Property, plant and equipment167
Accounts payable(36)
Other net assets (1)8
Total identified net assets180
Fair value of purchase price consideration278
Goodwill (2)$98

(1)Includes approximately $64 million in other assets and $64 million in other liabilities relating to acquired operating leases for the manufacturing facility.

(2)Goodwill reflects the expected synergies, expanded market opportunities and other benefits from vertically integrating the acquired solar module business into the Company’s operations. The goodwill is not deductible for tax purposes and has been assigned to a reporting unit within Hemlock and Emerging Growth Businesses.

The revenue, earnings contribution and transaction-related costs were not material to the Company's consolidated financial results for the three and six months ended June 30, 2025.

7. Inventories

Inventories consisted of the following (in millions):

June 30, 2025December 31, 2024
Finished goods$1,479$1,323
Work in process550547
Raw materials and accessories564413
Supplies and packing materials491441
Inventories$3,084$2,724

8. Other Liabilities

Other liabilities consisted of the following (in millions):

June 30, 2025December 31, 2024
Current liabilities:
Wages and employee benefits$632$883
Income taxes75109
Derivative instruments (Note 13)162348
Dividend payable (Note 14)26423
Deferred revenue (Note 3)209190
Customer deposits (Note 3)169127
Short-term operating leases10195
Other current liabilities1,1461,346
Other accrued liabilities$2,758$3,121
Non-current liabilities:
Defined benefit pension plan liabilities$606$529
Derivative instruments (Note 13)274273
Deferred revenue (Note 3)554643
Customer deposits (Note 3)896983
Contingent consideration (Note 6)150
Deferred tax liabilities176137
Long-term operating leases898785
Other non-current liabilities1,1551,175
Other liabilities$4,709$4,525

9. Debt

Based on borrowing rates currently available to us for loans with similar terms and maturities, the fair value of long-term debt was $6.3 billion and $6.4 billion compared to the carrying value of $6.7 billion and $6.9 billion as of June 30, 2025 and December 31, 2024, respectively. The Company measures the fair value of its long-term debt using Level 2 inputs based primarily on current market yields for its existing debt traded in the secondary market.

During the three and six months ended June 30, 2025, the Company repaid ¥10.0 billion (equivalent to $69.6 million) aggregate principal amount of its 0.722% debentures due 2025.

Corning is the obligor to Chinese yuan-denominated variable rate loan facilities, whose proceeds are used for capital investment and general corporate purposes. During the six months ended June 30, 2025, the Company repaid $209 million of its existing loan amounts outstanding. In addition, the Company entered into new Chinese yuan-denominated variable rate loan facilities and incurred $285 million in borrowings under these facilities during the six months ended June 30, 2025. As of June 30, 2025 and December 31, 2024, amounts outstanding under these facilities totaled $394 million and $314 million, respectively, and these facilities had variable interest rates ranging from 2.2% to 3.4% and 2.8% to 3.9%, respectively, and maturities ranging from 2025 to 2032. As of June 30, 2025, Corning had ¥0.2 billion Chinese yuan of unused capacity, equivalent to approximately $22 million.

On July 28, 2025, the Company entered into a new credit agreement (the “New Credit Agreement”), which replaces the Company’s existing $1.5 billion credit agreement dated June 6, 2022 (the “Existing Credit Agreement”). The New Credit Agreement provides a committed $1.5 billion unsecured multi-currency line of credit and expires July 28, 2030. As of June 30, 2025, there were no outstanding amounts under the Existing Credit Agreement or the New Credit Agreement.

During the first quarter of 2025, the Company de-designated €100 million ($117 million equivalent as of June 30, 2025) notional of the €300 million ($351 million equivalent as of June 30, 2025) 3.875% Notes due 2026 as a net investment hedge. Refer to Note 13 (Financial Instruments) for additional information.

From time to time, the Company enters into various cross currency swap contracts to economically lock in unrealized foreign exchange gains relating to a portion of the Company’s Japanese yen-denominated debt. Refer to Note 13 (Financial Instruments) for additional information.

10. Employee Retirement Plans

The following table presents the components of net periodic pension and postretirement benefit expense (income) for employee retirement plans, which other than the service cost component is recorded in other (expense) income, net in the consolidated statements of income (in millions):

Pension benefitsPostretirement benefits
Three months ended June 30,Six months ended June 30,Three months ended June 30,Six months ended June 30,
20252024202520242025202420252024
Service cost$24$25$48$48$1$1$2
Interest cost48469592$55910
Expected return on plan assets(49)(48)(99)(96)
Amortization of actuarial net gain(9)(7)(15)(12)
Amortization of prior service cost (credit)1223(1)(2)(3)(4)
Special termination benefit charge1313
Total pension and postretirement benefit expense (income)$25$28$47$50$(5)$(3)$(8)$(4)

11. Leases

During the first quarter of 2025, Corning entered into a lease primarily for production related equipment, that has not yet commenced, of approximately $261 million on an undiscounted basis. The lease is expected to commence late in 2026 with a lease term of 16 years. This lease is expected to be classified as a finance lease and the amount of right-of-use asset and lease liability will be determined and recorded upon lease commencement.

Corning entered into an equipment lease (“Equipment Lease”) on June 17, 2024, with an initial estimated purchase and installation cost of $365 million, for the equipment to be installed and operated within the solar manufacturing facility in Hemlock, Michigan. The Company is the procurement and installation agent on behalf of the lessor. On May 9, 2025, the Equipment Lease was amended to increase the aggregate commitment amount (“Amended Equipment Lease”). As of June 30, 2025 the estimated purchase and installation cost subject to this Amended Equipment Lease is $586 million.

The Amended Equipment Lease is expected to commence in the latter part of 2025 and has a lease term of five years with obligations to purchase the equipment at lease maturity. The Equipment Lease is expected to be classified as a finance lease and the amount of right-of-use asset and lease liability will be determined and recorded upon lease commencement. Based on the current estimate of the purchase and installation cost, the estimated undiscounted lease payments are approximately $680 million, of which $80 million, $155 million, $146 million and $138 million to be paid in 2026, 2027, 2028 and 2029, respectively, and $161 million to be paid thereafter.

12. Commitments and Contingencies

Corning is a defendant in various lawsuits and is subject to various claims that arise in the normal course of business, the most significant of which are summarized below. In the opinion of management, the likelihood that the ultimate disposition of these matters will have a material adverse effect on Corning’s consolidated financial position, liquidity or results of operations, is remote.

Dow Corning Environmental Claims

Beginning in September 2019, Dow formally notified Corning of certain environmental matters for which Dow asserts that it has or will experience losses arising from remediation and response at a number of sites. Subject to certain conditions and limits, Corning may be required to indemnify Dow for up to 50% of such losses. Costs incurred were not material to the periods presented and, as of June 30, 2025, the amount reserved was not material.

Environmental Litigation

Corning has been designated by federal or state governments under environmental laws, including Superfund, as a potentially responsible party that may be liable for cleanup costs associated with 20 hazardous waste sites. It is Corning’s policy to accrue for its estimated liability related to such hazardous waste sites and other environmental liabilities related to property owned by Corning based on expert analysis and continual monitoring by both internal and external consultants. As of June 30, 2025 and December 31, 2024, Corning had accrued approximately $92 million and $78 million, respectively, for the estimated undiscounted liability for environmental cleanup and related litigation. Based upon the information developed to date, management believes that the accrued reserve is a reasonable estimate of the Company’s liability.

13. Financial Instruments

The following table summarizes the notional amounts and respective fair values of Corning’s derivative financial instruments on a gross basis (in millions):

June 30, 2025December 31, 2024
Notional amountFair value asset (1)Fair value liability (1)Notional amountFair value asset (1)Fair value liability (1)
Derivatives designated as hedging instruments (2):
Foreign exchange and precious metals lease contracts (3)$1,417$63$(15)$928$106$(69)
Derivatives not designated as hedging instruments:
Foreign exchange contracts3,57896(18)2,33914(77)
Translated earnings contracts (4)12,331702(247)9,817859(327)
Cross currency swap contracts571(156)439(148)
Total derivatives$17,897$861$(436)$13,523$979$(621)
Current$531$(162)$619$(348)
Non-current330(274)360(273)
Total derivatives$861$(436)$979$(621)

(1)All of the Company’s derivative contracts are measured at fair value and are classified as Level 2 within the fair value hierarchy. Derivative assets are presented in other current assets or other assets in the consolidated balance sheets. Derivative liabilities are presented in other accrued liabilities or other liabilities in the consolidated balance sheets.

(2)The amounts above do not include €750 million ($873 million equivalent) and €850 million ($879 million equivalent) of euro-denominated debt as of June 30, 2025 and December 31, 2024, respectively, which is a non-derivative financial instrument designated as a net investment hedge.

(3)As of June 30, 2025 and December 31, 2024, derivatives designated as hedging instruments include foreign exchange cash flow hedges and net investment hedges with gross notional amounts of $1.4 billion and $928 million, respectively, and fair value hedges of leased precious metals with gross notional amounts of 9,319 troy ounces and 12,694 troy ounces, respectively. Fair value assets include designated derivatives pertaining to precious metals lease contracts in the amounts of $23 million and $104 million as of June 30, 2025 and December 31, 2024, respectively. Fair value liabilities include designated derivatives pertaining to precious metals lease contracts in the amounts of $1 million as of June 30, 2025.

(4)The Company has deferred payments associated with its purchased option contracts that are classified as non-derivative liabilities and will be settled by the end of the option contract term. As of June 30, 2025 and December 31, 2024, the Company has $160 million and $141 million recorded in other accrued liabilities and $90 million and $172 million recorded in other liabilities, respectively, in the consolidated balance sheets.

The following table summarizes the total gross notional coverage for translated earnings contracts (in millions):

June 30, 2025December 31, 2024
Forward contracts:
Japanese yen-denominated$1,239$259
South Korean won-denominated2,3061,151
Chinese yuan-denominated1,247864
New Taiwan dollar-denominated598503
Mexican peso-denominated1,696320
Euro-denominated1,7011,538
Option contracts:
Japanese yen-denominated3,4514,997
Euro-denominated93185
Total gross notional amount for translated earnings contracts$12,331$9,817

The following tables summarize the effect in the consolidated statements of income relating to Corning’s derivative and non-derivative financial instruments (in millions). The accumulated loss included in accumulated other comprehensive loss on the consolidated balance sheets as of June 30, 2025 and December 31, 2024 is $31 million and $11 million, respectively.

Three months ended June 30,
Loss recognized in other comprehensive income (loss) (OCI) (1)Location of (loss) gain reclassified from accumulated OCI into income effective (ineffective)(Loss) gain reclassified from accumulated OCI into income
2025202420252024
Hedging relationships for cash flow, net investment and fair value hedges:
Foreign exchange and precious metals lease contracts$(27)$(24)Cost of sales$(3)$15
Other (expense) income, net2(1)
Total designated$(27)$(24)$(1)$14

(1)Amount includes a loss of $68 million and gain of $8 million during the three months ended June 30, 2025 and 2024, respectively, relating to non-derivative financial instruments designated as a net investment hedge.

Six months ended June 30,
(Loss) gain recognized in other comprehensive income (loss) (OCI) (1)Location of (loss) gain reclassified from accumulated OCI into income effective (ineffective)(Loss) gain reclassified from accumulated OCI into income
2025202420252024
Hedging relationships for cash flow, net investment and fair value hedges:
Foreign exchange and precious metals lease contracts$(27)$9Cost of sales$(10)$21
Other (expense) income, net3(1)
Total designated$(27)$9$(7)$20

(1)Amount includes a loss of $101 million and gain of $30 million during the six months ended June 30, 2025 and 2024, respectively, relating to non-derivative financial instruments designated as a net investment hedge.

Gain (loss) recognized in incomeLocation of gain (loss) recognized in income
Three months ended June 30,Six months ended June 30,
Undesignated derivatives2025202420252024
Foreign exchange contracts$82$(13)$120$(35)Other (expense) income, net
Translated earnings contracts131273066Translated earnings contract gain, net
Cross currency swap contracts9(7)9(7)Other (expense) income, net
Total undesignated$222$7$159$24

Cross Currency Swap Contracts

Since inception of the Company’s Japanese yen-denominated debt, the Japanese yen has weakened and the U.S. dollar value of these liabilities has decreased, generating unrealized foreign exchange gains that have been recognized over time in the consolidated statements of income. During 2025 and 2024, the Company entered into various cross currency swap contracts relating to a portion of the Company’s Japanese yen-denominated debt in order to economically lock in unrealized foreign exchange gains. At inception of these instruments, Corning receives a net amount from the counterparties, representing an exchange of the notional amounts at a fixed foreign exchange rate of Japanese yen to U.S. dollar and initially records this amount as a derivative liability. During the six months ended June 30, 2025 and 2024, Corning received net payments of $24 million and $68 million, respectively. As of June 30, 2025 and December 31, 2024, the fair value of the derivative liability associated with these contracts is $156 million and $148 million, respectively.

Net Investment Hedges

In May 2023, the Company issued €300 million ($351 million equivalent as of June 30, 2025) 3.875% Notes due 2026 (“2026 Notes”) and €550 million ($644 million equivalent as of June 30, 2025) 4.125% Notes due 2031 (“2031 Notes”). The proceeds from the 2026 Notes and 2031 Notes were received in euros and converted to U.S. dollars on the date of issuance. In 2023, the Company designated the full amount of its euro-denominated 2026 Notes and 2031 Notes with a total notional amount of €850 million ($995 million equivalent as of June 30, 2025), which are non-derivative financial instruments, as net investment hedges against its investments in certain European subsidiaries with euro functional currencies. During the first quarter of 2025, the Company de-designated €100 million ($117 million equivalent as of June 30, 2025) notional of the 2026 Notes as a net investment hedge.

During the first quarter of 2025, the Company entered into various foreign exchange forward contracts with notional amounts totaling €110 million ($129 million equivalent as of June 30, 2025) and ¥40.2 billion ($277 million equivalent as of June 30, 2025) and designated these forward contracts as net investment hedges against its investments in certain European subsidiaries with euro functional currencies and its Taiwanese subsidiary with Japanese yen functional currency, respectively.

During the second quarter of 2025, the Company entered into various foreign exchange forward contracts with notional amounts totaling €270 million ($316 million equivalent as of June 30, 2025) and ¥34.4 billion ($237 million equivalent as of June 30, 2025) and designated these forward contracts as net investment hedges against its investments in certain European subsidiaries with euro functional currencies and its Taiwanese subsidiary with Japanese yen functional currency, respectively. Additionally, the Company de-designated €180 million ($211 million equivalent as of June 30, 2025) and ¥34.4 billion ($237 million equivalent as of June 30, 2025) of existing net investment hedges.

As of June 30, 2025, these net investment hedges are deemed to be effective.

Leased Precious Metals Contracts

The carrying amount of the leased precious metals pool, which is included within property, plant and equipment, net of accumulated depreciation in the consolidated balance sheets, is $52 million and $58 million as of June 30, 2025 and December 31, 2024, respectively. The carrying amount of the leased precious metals pool includes cumulative fair value losses of $25 million and $108 million as of June 30, 2025 and December 31, 2024, respectively. These losses are offset by changes in the fair value of hedges.

14. Shareholders’ Equity

Common Stock Dividends

On February 12, 2025 and May 1, 2025, Corning’s Board of Directors declared a quarterly dividend of $0.28 per share of common stock, which was paid on March 28, 2025 and June 27, 2025, respectively.

On June 25, 2025, Corning’s Board of Directors declared a quarterly dividend of $0.28 per share of common stock. The dividend will be payable on September 29, 2025.

Fixed Rate Cumulative Convertible Preferred Stock, Series A

The Company had 2,300 outstanding shares of Fixed Rate Cumulative Convertible Preferred Stock, Series A (the “Preferred Stock”) as of December 31, 2020. On January 16, 2021, the Preferred Stock became convertible into 115 million common shares. On April 5, 2021, Corning and Samsung Display Co., Ltd. (“SDC”) executed the Share Repurchase Agreement (“SRA”) and the Preferred Stock was fully converted as of April 8, 2021. Immediately following the conversion, Corning repurchased and retired 35 million of the common shares held by SDC for an aggregate purchase price of approximately $1.5 billion.

Pursuant to the SRA, with respect to the remaining 80 million common shares outstanding held by SDC, 58 million common shares are subject to a seven-year lock-up period expiring in 2027. The remaining 22 million common shares can be offered to be sold to Corning in specified tranches from time to time in calendar years 2024 through 2027. Corning may, at its sole discretion, elect to repurchase such common shares. If Corning elects not to repurchase the common shares and SDC sells the common shares on the open market, Corning is required to pay SDC a make-whole payment, subject to a 5% cap of the repurchase proceeds that otherwise would have been paid by Corning. As of June 30, 2025 and December 31, 2024, the fair value of the liability associated with this option, measured using Level 2 significant other observable inputs, was not material.

Share Repurchase Program

In 2019, the Board authorized the repurchase of up to $5.0 billion of additional common stock (“2019 Authorization”), which does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. As of June 30, 2025, approximately $3.0 billion remains available under the Company’s 2019 Authorization.

During the three and six months ended June 30, 2025, the Company repurchased 0.7 million shares and 2.8 million shares, respectively, for approximately $33 million and $133 million, respectively. During the three and six months ended June 30, 2024, the company repurchased 3 million common shares for $105.4 million pursuant to the terms of the SRA, as discussed above.

Accumulated Other Comprehensive Loss

For the three and six months ended June 30, 2025 and 2024, the change in accumulated other comprehensive loss was primarily related to the foreign currency translation adjustments.

The following table presents the changes in the foreign currency translation adjustment component of accumulated other comprehensive loss, including the proportionate share of equity method affiliates’ accumulated other comprehensive loss (in millions):

Three months ended June 30,Six months ended June 30,
2025202420252024
Beginning balance$(2,369)$(2,272)$(2,530)$(1,942)
Gain (loss) on foreign currency translation (1)372(212)526(543)
Equity method affiliates (1)19(10)26(9)
Net current-period other comprehensive income (loss), net of tax391(222)552(552)
Ending balance$(1,978)$(2,494)$(1,978)$(2,494)

(1)Amounts are after tax. Tax effects are not significant.

15. Share-Based Compensation

Total share-based compensation expense was $63 million and $117 million for the three and six months ended June 30, 2025, respectively and $66 million and $126 million for the three and six months ended 2024, respectively. The income tax benefit realized from share-based compensation for the three and six months ended June 30, 2025 was $9 million and $17 million, respectively. The prior period amounts were not material.

Incentive Stock Plans

Time-Based Restricted Stock and Restricted Stock Units

The following table summarizes the changes in non-vested time-based restricted stock and restricted stock units for the six months ended June 30, 2025:

Number of shares (in thousands)Weighted average grant-date fair value
Non-vested as of December 31, 20248,456$32.94
Granted99246.39
Vested(2,714)33.00
Forfeited(103)34.54
Non-vested as of June 30, 20256,632$34.90

Performance-Based Restricted Stock Units

The following table summarizes the changes in non-vested performance-based restricted stock units for the six months ended June 30, 2025:

Number of shares (in thousands)Weighted average grant-date fair value
Non-vested as of December 31, 20244,040$33.28
Granted1,50750.27
Vested(1,615)33.69
Performance adjustments97247.63
Forfeited(52)48.67
Non-vested as of June 30, 20254,852$41.17

Stock Options

During the six months ended June 30, 2025, 543 thousand options were exercised and 7 thousand options were forfeited and expired with a weighted-average exercise price of $22.98 and $22.01, respectively. As of June 30, 2025, 3.7 million options were outstanding, vested and exercisable, with a weighted-average exercise price of $24.36, weighted average remaining contractual term of 3.8 years and aggregate intrinsic value of $104 million. As of December 31, 2024, 4.2 million options were outstanding, vested and exercisable, with a weighted-average exercise price of $24.18.

16. Reportable Segments

As of January 1, 2025, the Company began managing its Automotive Glass Solutions business together with its Environmental Technologies business, forming the Automotive segment. In addition, the Display Technologies segment has been renamed to Display.

The segment information presented below has been recast for the comparative period presented for the Automotive segment.

As a result of the above changes, the Company has five reportable segments for financial reporting purposes, as follows:

  • Optical Communications – manufactures carrier network and enterprise network components for the telecommunications industry; the carrier network group consists primarily of products and solutions for optical-based communications infrastructure for services such as video, data and voice communications; the enterprise network group consists primarily of optical-based communication networks, including hyperscale data centers, sold to businesses, governments and individuals for their own use.

  • Display – manufactures high quality glass substrates for flat panel displays, including liquid crystal displays and organic light-emitting diodes that are used primarily in televisions, notebook computers, desktop monitors, tablets and handheld devices.

  • Specialty Materials – manufactures products that provide material formulations for glass, glass ceramics and crystals, as well as precision metrology instruments and software to meet demand for unique customer needs across a wide variety of commercial and industrial markets, including materials optimized for mobile consumer electronics, semiconductor equipment optics and consumables, aerospace and defense optics, radiation shielding products, sunglasses and telecommunications components.

  • Automotive – manufactures ceramic substrates and filter products for emissions control systems in mobile applications; as well as glass products for the interior and exterior of vehicles.

  • Life Sciences – develops, manufactures, and supplies laboratory products, including labware, equipment, media, serum and reagents, enabling workflow solutions for drug discovery and bioproduction.

All other businesses that do not meet the quantitative threshold for separate reporting have been grouped as Hemlock and Emerging Growth Businesses. Net sales for this group are mainly attributable to HSG, an operating segment that produces solar and semiconductor products. The emerging growth businesses primarily consist of Pharmaceutical Technologies and the Emerging Innovations Group.

The chief operating decision maker (“CODM”) of the Company is the Company's chief executive officer. The CODM assesses performance and decides how to allocate resources, including employees, financial or capital resources, based on segment net income, which includes certain overhead allocations directly attributable to each of the segments. The CODM considers actual-to-actual variances on a quarterly basis when making decisions about allocating capital and other resources to the segments and to assesses the performance for each segment.

Financial results for the reportable segments are prepared on a basis consistent with the internal disaggregation of financial information to assist the CODM in making internal operating decisions. As a significant portion of segment revenues and expenses are denominated in currencies other than the U.S. dollar, management believes it is important to understand the impact on segment net sales and segment net income of translating these currencies into U.S. dollars. Therefore, the Company utilizes constant-currency reporting for the Optical Communications, Display, Specialty Materials, Automotive and Life Sciences segments to exclude the impact on segment sales and segment net income from the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican peso and euro, as applicable to the segment. The Company believes that the use of constant-currency reporting allows management to understand our results without the volatility of currency fluctuation, analyze underlying trends in the businesses and establish operational goals and forecasts. The most significant constant-currency adjustment relates to the Japanese yen exposure within the Display segment.

The constant-currency rates established for core performance measures are long-term management-determined rates, which are closely aligned with the Company’s hedging instrument rates. These hedging instruments may include, but are not limited to, foreign exchange forward or option contracts and foreign-denominated debt. Effective January 1, 2025, management updated the constant-currency rates and the updated rates were applied prospectively beginning with reporting periods in 2025. Comparative results were not recast and are reported based on the 2024 rates.

Constant-currency rates used are as follows and are applied to the respective periods presented and to all foreign exchange exposures during the period, even though the Company may be less than 100% hedged:

CurrencyJapanese yenSouth Korean wonChinese yuanNew Taiwan dollarMexican pesoEuro
2024 Rate¥107₩1,175¥6.7NT$31MX$20€0.81
2025 Rate¥120₩1,250¥6.9NT$31MX$21€0.88

In addition, certain income and expenses are excluded from segment net income (loss) and included in the unallocated amounts in the reconciliation of reportable segment net income (loss) to net income. These items are not used by the CODM in allocating resources or evaluating the results of the segments and include the following: the impact of translating foreign denominated debt, the impact of the translated earnings contracts, acquisition-related costs, certain discrete tax items and other tax-related adjustments, restructuring, impairment and other charges and credits, certain litigation, regulatory and other legal matters, pension mark-to-market adjustments and other items which do not reflect the ongoing operating results of the segment. Although these amounts are excluded from segment results, they are included in reported consolidated results.

Corning’s administrative and staff functions are performed on a centralized basis and such costs and expenses are allocated among the segments differently than they would be for stand-alone financial reporting purposes. These include certain costs and expenses of shared services, such as information technology, human resources, legal, finance and supply chain management. Expenses that are not allocated to the segments are included in the reconciliation of reportable segment net income (loss) to net income. Segment net income (loss) may not be consistent with measures used by other companies.

The following provides selected segment information as described above:

Segment information (in millions):

Optical CommunicationsDisplaySpecialty MaterialsAutomotiveLife SciencesHemlock and Emerging Growth BusinessesTotal
Three months ended June 30, 2025
Segment net sales$1,566$898$545$460$250$326$4,045
Less:
Research, development and engineering expenses (1)76246835723233
Depreciation (2)6910839411538310
Other segment items (3)1,1024603352842062752,662
Income tax provision (4)726322214182
Segment net income (loss)$247$243$81$79$18$(10)$658
Capital expenditures$87$65$45$30$3$93$323
Three months ended June 30, 2024
Segment net sales$1,113$1,014$501$479$249$248$3,604
Less:
Research, development and engineering expenses (1)66285741624222
Depreciation (2)6611040441728305
Other segment items (3)7975503243042051902,370
Income tax provision (4)4168171943152
Segment net income$143$258$63$71$17$3$555
Capital expenditures$48$61$27$12$3$62$213
Six months ended June 30, 2025
Segment net sales$2,921$1,803$1,046$900$484$570$7,724
Less:
Research, development and engineering expenses (1)15349135701349469
Depreciation (2)13421074823168599
Other segment items (3)2,0569316405624014815,071
Income tax provision (benefit) (4)13012742398(2)344
Segment net income (loss)$448$486$155$147$31$(26)$1,241
Capital expenditures$184$111$76$42$6$143$562
Six months ended June 30, 2024
Segment net sales$2,043$1,886$955$970$485$523$6,862
Less:
Research, development and engineering expenses (1)13154117791245438
Depreciation (2)13222676873455610
Other segment items (3)1,4681,0266276154013924,529
Income tax provision (4)691212840811277
Segment net income$243$459$107$149$30$20$1,008
Capital expenditures$84$134$60$21$8$92$399

(1) Research, development and engineering expenses include direct project spending that is identifiable to a segment.

(2)Depreciation expense for Corning’s reportable segments includes an allocation of depreciation of corporate property not specifically identifiable to a segment.

(3)Other segment items for each reportable segment primarily includes the cost of materials, salaries, wages and benefits, including variable compensation, and selling, general and administrative expenses.

(4)Income tax provision (benefit) reflects a tax rate of 21%.

Segment information, continued (in millions):

Optical CommunicationsDisplaySpecialty MaterialsAutomotiveLife SciencesHemlock and Emerging Growth BusinessesTotal
June 30, 2025
Investment in affiliated companies, at equity$6$101$18$184$309
Segment assets (1)$3,952$6,773$2,648$2,439$827$2,143$18,782
December 31, 2024
Investment in affiliated companies, at equity$4$90$15$181$290
Segment assets (1)$3,506$6,596$2,489$2,366$800$1,869$17,626

(1)Segment assets include inventory, accounts receivable, property, plant and equipment, net of accumulated depreciation and associated equity companies.

The following table presents a reconciliation of net sales of reportable segments to consolidated net sales (in millions):

Three months ended June 30,Six months ended June 30,
2025202420252024
Net sales of reportable segments$3,719$3,356$7,154$6,339
Net sales of Hemlock and Emerging Growth Businesses326248570523
Impact of constant-currency reporting (1)(183)(353)(410)(636)
Consolidated net sales$3,862$3,251$7,314$6,226

(1)Amount primarily represents the impact of foreign currency adjustments in the Display segment.

The following table presents a reconciliation of net income of reportable segments to consolidated net income (in millions):

Three months ended June 30,Six months ended June 30,
2025202420252024
Net income of reportable segments$668$552$1,267$988
Net (loss) income of Hemlock and Emerging Growth Businesses(10)3(26)20
Unallocated amounts:
Impact of constant-currency reporting(159)(267)(339)(493)
Translated earnings contract gain, net131273066
Translation (loss) gain on foreign denominated debt, net(27)54(70)135
Research, development, and engineering expenses(43)(40)(77)(82)
Amortization of intangibles(28)(30)(56)(60)
Interest expense, net(72)(65)(135)(126)
Income tax benefit98102205156
Restructuring, impairment and other charges and credits (1)(1)(138)6(129)
Other corporate items(57)(76)(120)(128)
Net income$500$122$685$347

(1)Amount includes charges associated with impairment losses, asset write-offs, accelerated depreciation, disposal costs and inventory write-downs. Refer to Note 2 (Restructuring, Impairment and Other Charges and Credits) for additional information.

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations