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Cover and table of contents
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 September 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 York | 16-0393470 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| One Riverfront Plaza, Corning, New York | 14831 | |||||||||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.50 par value per share | GLW | New York Stock Exchange | ||||||||||||
| 3.875% Notes due 2026 | GLW26 | New York Stock Exchange | ||||||||||||
| 4.125% Notes due 2031 | GLW31 | New 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.
| Class | Outstanding as of October 23, 2025 | |||||||||||||
| Corning’s Common Stock, $0.50 par value per share | 857,360,396 shares |
INDEX
| Consolidated Statements of Income (Loss) | Corning Incorporated and Subsidiary Companies | ||||
| (Unaudited; in millions, except per share amounts) |
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | 4,100 | $ | 3,391 | $ | 11,414 | $ | 9,617 | |||||||||||||||
| Cost of sales | 2,580 | 2,254 | 7,288 | 6,538 | |||||||||||||||||||
| Gross margin | 1,520 | 1,137 | 4,126 | 3,079 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative expenses | 624 | 510 | 1,610 | 1,432 | |||||||||||||||||||
| Research, development and engineering expenses | 280 | 294 | 826 | 814 | |||||||||||||||||||
| Amortization of purchased intangibles | 27 | 31 | 83 | 91 | |||||||||||||||||||
| Operating income | 589 | 302 | 1,607 | 742 | |||||||||||||||||||
| Interest income | 10 | 12 | 27 | 34 | |||||||||||||||||||
| Interest expense | (78) | (83) | (243) | (250) | |||||||||||||||||||
| Translated earnings contract gain (loss), net (Note 11) | 33 | (157) | 63 | (91) | |||||||||||||||||||
| Other expense, net | (4) | (166) | (80) | (59) | |||||||||||||||||||
| Income (loss) before income taxes | 550 | (92) | 1,374 | 376 | |||||||||||||||||||
| Provision for income taxes (Note 13) | (80) | (3) | (219) | (124) | |||||||||||||||||||
| Net income (loss) | 470 | (95) | 1,155 | 252 | |||||||||||||||||||
| Net income attributable to non-controlling interest | (40) | (22) | (99) | (56) | |||||||||||||||||||
| Net income (loss) attributable to Corning Incorporated | $ | 430 | $ | (117) | $ | 1,056 | $ | 196 | |||||||||||||||
| Earnings (loss) per common share available to common shareholders: | |||||||||||||||||||||||
| Basic (Note 15) | $ | 0.50 | $ | (0.14) | $ | 1.24 | $ | 0.23 | |||||||||||||||
| Diluted (Note 15) | $ | 0.50 | $ | (0.14) | $ | 1.21 | $ | 0.23 |
The accompanying notes are an integral part of these consolidated financial statements.
| Consolidated Statements of Comprehensive Income | Corning Incorporated and Subsidiary Companies | ||||
| (Unaudited; in millions) |
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | 470 | $ | (95) | $ | 1,155 | $ | 252 | |||||||||||||||
| Foreign currency translation adjustments and other (Note 14) | (92) | 625 | 460 | 73 | |||||||||||||||||||
| Unamortized (losses) gains and prior service costs for postretirement benefit plans | (7) | (7) | (23) | 32 | |||||||||||||||||||
| Realized and unrealized gains (losses) on derivatives | 16 | (34) | 89 | (65) | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax | (83) | 584 | 526 | 40 | |||||||||||||||||||
| Comprehensive income | 387 | 489 | 1,681 | 292 | |||||||||||||||||||
| Comprehensive income attributable to non-controlling interest | (40) | (22) | (99) | (56) | |||||||||||||||||||
| Comprehensive income attributable to Corning Incorporated | $ | 347 | $ | 467 | $ | 1,582 | $ | 236 |
The accompanying notes are an integral part of these consolidated financial statements.
| Consolidated Balance Sheets | Corning Incorporated and Subsidiary Companies | ||||
| (Unaudited; in millions, except share and per share amounts) |
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,648 | $ | 1,768 | |||||||
| Trade accounts receivable, net of doubtful accounts - $29 and $33 | 2,509 | 2,053 | |||||||||
| Inventories (Note 5) | 3,104 | 2,724 | |||||||||
| Other current assets | 1,416 | 1,447 | |||||||||
| Total current assets | 8,677 | 7,992 | |||||||||
| Property, plant and equipment, net of accumulated depreciation - $15,171 and $14,492 | 14,397 | 13,359 | |||||||||
| Goodwill | 2,489 | 2,363 | |||||||||
| Other intangible assets, net | 684 | 752 | |||||||||
| Deferred income taxes (Note 13) | 1,296 | 1,130 | |||||||||
| Other assets | 2,373 | 2,139 | |||||||||
| Total Assets | $ | 29,916 | $ | 27,735 | |||||||
| Liabilities and Equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt and short-term borrowings (Note 8) | $ | 812 | $ | 326 | |||||||
| Accounts payable | 2,029 | 1,472 | |||||||||
| Other accrued liabilities (Notes 7 and 10) | 2,736 | 3,121 | |||||||||
| Total current liabilities | 5,577 | 4,919 | |||||||||
| Long-term debt (Note 8) | 7,407 | 6,885 | |||||||||
| Postretirement benefits other than pensions (Note 9) | 301 | 336 | |||||||||
| Other liabilities (Notes 7 and 10) | 4,626 | 4,525 | |||||||||
| Total liabilities | 17,911 | 16,665 | |||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| 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 billion | 924 | 921 | |||||||||
| Additional paid-in capital – common stock | 17,503 | 17,264 | |||||||||
| Retained earnings | 16,253 | 15,926 | |||||||||
| Treasury stock, at cost; Shares held: 992 million and 987 million | (21,127) | (20,882) | |||||||||
| Accumulated other comprehensive loss | (2,017) | (2,543) | |||||||||
| Total Corning Incorporated shareholders’ equity | 11,536 | 10,686 | |||||||||
| Non-controlling interest | 469 | 384 | |||||||||
| Total equity | 12,005 | 11,070 | |||||||||
| Total Liabilities and Equity | $ | 29,916 | $ | 27,735 |
The accompanying notes are an integral part of these consolidated financial statements.
| Consolidated Statements of Cash Flows | Corning Incorporated and Subsidiary Companies | ||||
| (Unaudited; in millions) |
| Nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income | $ | 1,155 | $ | 252 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 913 | 924 | |||||||||
| Amortization of purchased intangibles | 83 | 91 | |||||||||
| Loss on disposal of assets, net | 20 | 135 | |||||||||
| Share-based compensation expense | 216 | 202 | |||||||||
| Translation loss (gain) on foreign denominated debt, net | 66 | (28) | |||||||||
| Deferred tax benefit | (149) | (51) | |||||||||
| Translated earnings contract (gain) loss, net | (63) | 91 | |||||||||
| Release of cumulative translation losses | 62 | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Trade accounts receivable | (429) | (493) | |||||||||
| Inventories | (266) | (134) | |||||||||
| Other current assets | (256) | (138) | |||||||||
| Accounts payable and other current liabilities | 391 | 266 | |||||||||
| Customer deposits and government incentives | (49) | 48 | |||||||||
| Deferred income | (108) | 23 | |||||||||
| Other, net | 119 | 66 | |||||||||
| Net cash provided by operating activities | 1,643 | 1,316 | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital expenditures | (850) | (711) | |||||||||
| Realized gains on translated earnings contracts and other | 192 | 239 | |||||||||
| Other, net | (107) | (65) | |||||||||
| Net cash used in investing activities | (765) | (537) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Repayments of debt | (282) | (254) | |||||||||
| Proceeds from issuance of debt | 285 | 153 | |||||||||
| Repayment of acquisition related debt | (33) | ||||||||||
| Proceeds from cross currency swap | 24 | 68 | |||||||||
| Payments of employee withholding tax on stock awards | (87) | (76) | |||||||||
| Proceeds from exercise of stock options | 31 | 57 | |||||||||
| Purchases of common stock for treasury | (158) | (135) | |||||||||
| Dividends paid | (744) | (737) | |||||||||
| Other, net | (56) | (20) | |||||||||
| Net cash used in financing activities | (1,020) | (944) | |||||||||
| Effect of exchange rates on cash | 22 | (1) | |||||||||
| Net decrease in cash and cash equivalents | (120) | (166) | |||||||||
| Cash and cash equivalents at beginning of period | 1,768 | 1,779 | |||||||||
| Cash and cash equivalents at end of period | $ | 1,648 | $ | 1,613 |
The accompanying notes are an integral part of these consolidated financial statements.
| Consolidated Statements of Changes in Shareholders’ Equity | Corning Incorporated and Subsidiary Companies | ||||
| (Unaudited; in millions, except per share amounts) |
| Common stock | Additional paid-in capital common | Retained earnings | Treasury stock | Accumulated other comprehensive loss | Total Corning Incorporated shareholders’ equity | Non-controlling interest | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | 921 | $ | 17,264 | $ | 15,926 | $ | (20,882) | $ | (2,543) | $ | 10,686 | $ | 384 | $ | 11,070 | |||||||||||||||||||||||||||||||
| Net income | 157 | 157 | 28 | 185 | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 183 | 183 | 183 | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | (100) | (100) | (100) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to benefit plans and for option exercises | 1 | 63 | 64 | 64 | |||||||||||||||||||||||||||||||||||||||||||
| 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 income | 469 | 469 | 31 | 500 | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 426 | 426 | 1 | 427 | |||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | (33) | (33) | (33) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to benefit plans and for option exercises | 1 | 62 | 63 | 63 | |||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||
| Net income | 430 | 430 | 40 | 470 | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | (83) | (83) | (83) | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | (25) | (25) | (25) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to benefit plans and for option exercises | 1 | 114 | 115 | 115 | |||||||||||||||||||||||||||||||||||||||||||
| Other, net (1) | (17) | (17) | (17) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | 924 | $ | 17,503 | $ | 16,253 | $ | (21,127) | $ | (2,017) | $ | 11,536 | $ | 469 | $ | 12,005 | |||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital common | Retained earnings | Treasury stock | Accumulated other comprehensive loss | Total Corning Incorporated shareholders’ equity | Non-controlling interest | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | 916 | $ | 16,929 | $ | 16,391 | $ | (20,637) | $ | (2,048) | $ | 11,551 | $ | 317 | $ | 11,868 | |||||||||||||||||||||||||||||||
| Net income | 209 | 209 | 16 | 225 | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | (327) | (327) | (1) | (328) | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued to benefit plans and for option exercises | 1 | 69 | 70 | 70 | |||||||||||||||||||||||||||||||||||||||||||
| 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 income | 104 | 104 | 18 | 122 | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | (217) | (217) | (217) | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | (103) | (103) | (103) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to benefit plans and for option exercises | 2 | 83 | 85 | 85 | |||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||
| Net (loss) income | (117) | (117) | 22 | (95) | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 584 | 584 | 1 | 585 | |||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock for treasury | (30) | (30) | (30) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to benefit plans and for option exercises | 1 | 96 | 97 | 97 | |||||||||||||||||||||||||||||||||||||||||||
| Other, net (1) | (16) | (16) | (1) | (17) | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | 920 | $ | 17,177 | $ | 15,859 | $ | (20,845) | $ | (2,008) | $ | 11,103 | $ | 364 | $ | 11,467 | |||||||||||||||||||||||||||||||
(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. Refer to Note 3 (Acquisition) for additional information.
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
During the three and nine months ended September 30, 2025, Corning recorded $16 million and $10 million, respectively, in restructuring, impairment and other charges and credits.
During the three and nine months ended September 30, 2024, Corning recorded $134 million and $263 million, respectively, in restructuring, impairment and other charges and credits, of which $47 million and $168 million, respectively, were recorded within cost of sales in the consolidated statements of income (loss). The following table presents details of the restructuring, impairment and other charges and credits incurred (in millions):
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2024 | 2024 | ||||||||||||||||||||||
| Severance (1) | $ | 43 | $ | 46 | |||||||||||||||||||
| Capacity realignment (1) | 16 | 133 | |||||||||||||||||||||
| Other charges and credits (2) | 75 | 84 | |||||||||||||||||||||
| Total restructuring, impairment and other charges and credits | $ | 134 | $ | 263 |
(1)For the three and nine months ended September 30, 2024, amounts primarily relate to severance charges and non-cash asset write-offs associated with the closure of a display manufacturing plant.
(2)For the three and nine months ended September 30, 2024, amounts primarily relate to the recognition of $62 million of non-cash cumulative foreign currency translation losses related to the substantial liquidation of an optical communications manufacturing plant which was recorded in other expense, net in the consolidated statements of income (loss).
3. 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. Of the $111 million in notes payable, $33 million was paid in the third quarter and the remaining amount is expected to be paid within the fourth quarter. 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 September 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, net in the consolidated statements of income (loss).
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 equipment | 167 | ||||
| Accounts payable | (36) | ||||
| Other net assets (1) | 8 | ||||
| Total identified net assets | 180 | ||||
| Fair value of purchase price consideration | 278 | ||||
| Goodwill (2) | $ | 98 |
(1)Includes approximately $52 million in other assets and $52 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 and transaction-related costs were not material to the Company’s consolidated financial results for the three and nine months ended September 30, 2025.
4. Revenue
Disaggregated Revenue
The following table presents revenues by product category (in millions):
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Optical communications products | $ | 1,652 | $ | 1,246 | $ | 4,573 | $ | 3,289 | |||||||||||||||
| Display products | 773 | 707 | 2,202 | 2,043 | |||||||||||||||||||
| Specialty materials products | 617 | 543 | 1,654 | 1,490 | |||||||||||||||||||
| Automotive products | 453 | 410 | 1,336 | 1,325 | |||||||||||||||||||
| Life sciences products | 241 | 235 | 715 | 697 | |||||||||||||||||||
| Polycrystalline silicon products | 285 | 194 | 714 | 609 | |||||||||||||||||||
| All other products | 79 | 56 | 220 | 164 | |||||||||||||||||||
| Total revenue | $ | 4,100 | $ | 3,391 | $ | 11,414 | $ | 9,617 |
Customer Deposits
As of September 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 September 30, 2025 and 2024, customer deposits recognized were $13 million and $36 million, respectively. For the nine months ended September 30, 2025 and 2024, customer deposits recognized were $94 million and $127 million, respectively.
Refer to Note 7 (Other Liabilities) for additional information.
Deferred Revenue
As of September 30, 2025 and December 31, 2024, Corning had deferred revenue of approximately $725 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 nine months ended September 30, 2025 and 2024, the amount of deferred revenue recognized in the consolidated statements of income (loss) was not material.
Refer to Note 7 (Other Liabilities) for additional information.
5. Inventories
Inventories consisted of the following (in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | 1,421 | $ | 1,323 | |||||||
| Work in process | 564 | 547 | |||||||||
| Raw materials and accessories | 605 | 413 | |||||||||
| Supplies and packing materials | 514 | 441 | |||||||||
| Inventories | $ | 3,104 | $ | 2,724 |
6. Leases
Recently commenced leases and government incentives
On March 12, 2024, Corning entered into a lease (“Facility Lease”) for a solar manufacturing facility in Hemlock, Michigan. Upon commencement of the Facility Lease during the third quarter of 2025, the Company recognized a $762 million right-of-use asset and lease liability. Additionally, the Company recognized $181 million in tax incentives under Section 48D of the Internal Revenue Code as part of the CHIPS and Science Act (“48D credits”). These 48D credits, which reduced the right-of-use asset and will be amortized against depreciation expense over the useful life of the asset, were recorded within other assets on the consolidated balance sheets.
The Facility Lease was classified as a finance lease, with a lease term of approximately five years. The right-of-use asset is included within property, plant and equipment, net of accumulated depreciation on the consolidated balance sheets, and lease liability of $49 million is classified within current portion of long-term debt and short-term borrowings, and $713 million is classified within long-term debt on the consolidated balance sheets. This transaction was a non-cash investing and financing activity and is excluded from the statement of cash flows. Lease payments are anticipated to begin no later than the second quarter of 2026 and the undiscounted lease payments, inclusive of a residual value guarantee, are approximately $1.0 billion, of which $74 million, $88 million, $88 million and $88 million is to be paid in 2026, 2027, 2028 and 2029, respectively, and $676 million is to be paid thereafter.
Leases not yet commenced
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.
During the second quarter of 2024, Corning entered into an equipment lease (“Equipment Lease”), 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 September 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 fourth quarter 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, with the right-of-use asset reduced by the recognition of any 48D credits. Based on the current estimate of the purchase and installation cost, the estimated undiscounted lease payments are approximately $717 million, of which $75 million, $151 million, $151 million and $151 million is to be paid in 2026, 2027, 2028 and 2029, respectively, and $189 million is to be paid thereafter.
7. Other Liabilities
Other liabilities consisted of the following (in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Current liabilities: | |||||||||||
| Wages and employee benefits | $ | 753 | $ | 883 | |||||||
| Income taxes | 85 | 109 | |||||||||
| Derivative instruments (Note 11) | 163 | 348 | |||||||||
| Deferred revenue (Note 4) | 215 | 190 | |||||||||
| Customer deposits (Note 4) | 177 | 127 | |||||||||
| Short-term operating leases | 92 | 95 | |||||||||
| Other current liabilities | 1,251 | 1,369 | |||||||||
| Other accrued liabilities | $ | 2,736 | $ | 3,121 | |||||||
| Non-current liabilities: | |||||||||||
| Defined benefit pension plan liabilities | $ | 619 | $ | 529 | |||||||
| Derivative instruments (Note 11) | 282 | 273 | |||||||||
| Deferred revenue (Note 4) | 510 | 643 | |||||||||
| Customer deposits (Note 4) | 887 | 983 | |||||||||
| Contingent consideration (Note 3) | 150 | ||||||||||
| Deferred tax liabilities | 164 | 137 | |||||||||
| Long-term operating leases | 874 | 785 | |||||||||
| Other non-current liabilities | 1,140 | 1,175 | |||||||||
| Other liabilities | $ | 4,626 | $ | 4,525 |
8. Debt
Based on borrowing rates currently available to us for loans with similar terms and maturities, the fair value of long-term debt was $7.1 billion and $6.4 billion compared to the carrying value of $7.4 billion and $6.9 billion as of September 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. As of September 30, 2025 and December 31, 2024, the Company had $869 million and $144 million. respectively, of finance lease liabilities recorded within long-term debt on the consolidated balance sheets. Refer to Note 6 (Leases) for additional information.
In June 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 nine months ended September 30, 2025, the Company repaid $212 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 nine months ended September 30, 2025. As of September 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 3.2% and 2.8% to 3.9%, respectively, and maturities ranging from 2025 to 2032. As of September 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 September 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 September 30, 2025) notional of the 3.875% Notes due 2026 (“2026 Notes”) as a net investment hedge. Refer to Note 11 (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 11 (Financial Instruments) for additional information.
9. 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, net in the consolidated statements of income (loss) (in millions):
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | 25 | $ | 25 | $ | 73 | $ | 73 | $ | 1 | $ | 2 | $ | 2 | |||||||||||||||||||||||||||||||||
| Interest cost | 48 | 46 | 143 | 138 | 4 | $ | 4 | 13 | 14 | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | (51) | (48) | (150) | (144) | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of actuarial net gain | (8) | (6) | (23) | (18) | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost (credit) | 1 | 1 | 3 | 4 | (2) | (1) | (5) | (5) | |||||||||||||||||||||||||||||||||||||||
| Recognition of actuarial gain | (31) | (31) | |||||||||||||||||||||||||||||||||||||||||||||
| Special termination benefit charge | 3 | 1 | 6 | ||||||||||||||||||||||||||||||||||||||||||||
| Total pension and postretirement benefit expense (income) | $ | 23 | $ | (4) | $ | 70 | $ | 46 | $ | (5) | $ | (3) | $ | (13) | $ | (7) |
10. 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, The Dow Chemical Company (“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 have been required to indemnify Dow for up to 50% of such losses. In September 2025, Corning entered into a settlement agreement with Dow to fully resolve all outstanding environmental matters previously asserted under historical indemnification provisions. The resolution did not have a material impact on the Company’s consolidated financial statements for the periods presented. No further obligations remain under the settlement agreement.
Environmental Claims
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 September 30, 2025 and December 31, 2024, Corning had accrued approximately $91 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.
11. 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):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Notional amount | Fair value asset (1) | Fair value liability (1) | Notional amount | Fair value asset (1) | Fair value liability (1) | ||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments (2): | |||||||||||||||||||||||||||||||||||
| Foreign exchange and precious metals lease contracts (3) | $ | 1,452 | $ | 74 | $ | (12) | $ | 928 | $ | 106 | $ | (69) | |||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | 2,939 | 13 | (20) | 2,339 | 14 | (77) | |||||||||||||||||||||||||||||
| Translated earnings contracts (4) | 10,902 | 652 | (246) | 9,817 | 859 | (327) | |||||||||||||||||||||||||||||
| Cross currency swap contracts | 571 | (167) | 439 | (148) | |||||||||||||||||||||||||||||||
| Total derivatives | $ | 15,864 | $ | 739 | $ | (445) | $ | 13,523 | $ | 979 | $ | (621) | |||||||||||||||||||||||
| Current | $ | 447 | $ | (163) | $ | 619 | $ | (348) | |||||||||||||||||||||||||||
| Non-current | 292 | (282) | 360 | (273) | |||||||||||||||||||||||||||||||
| Total derivatives | $ | 739 | $ | (445) | $ | 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 ($874 million equivalent) and €850 million ($879 million equivalent) of euro-denominated debt as of September 30, 2025 and December 31, 2024, respectively, which is a non-derivative financial instrument designated as a net investment hedge.
(3)As of September 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 $1,452 million and $928 million, respectively, and fair value hedges of leased precious metals with gross notional amounts of 7,989 troy ounces and 12,694 troy ounces, respectively. Fair value assets include designated derivatives pertaining to precious metals lease contracts in the amounts of $7 million and $104 million as of September 30, 2025 and December 31, 2024, respectively. Fair value liabilities include designated derivatives pertaining to precious metals lease contracts in the amounts of $12 million as of September 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 September 30, 2025 and December 31, 2024, the Company has $162 million and $141 million recorded in other accrued liabilities and $46 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):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Forward contracts: | |||||||||||
| Japanese yen-denominated | $ | 1,207 | $ | 259 | |||||||
| South Korean won-denominated | 2,122 | 1,151 | |||||||||
| Chinese yuan-denominated | 1,094 | 864 | |||||||||
| New Taiwan dollar-denominated | 509 | 503 | |||||||||
| Mexican peso-denominated | 1,477 | 320 | |||||||||
| Euro-denominated | 1,636 | 1,538 | |||||||||
| Option contracts: | |||||||||||
| Japanese yen-denominated | 2,810 | 4,997 | |||||||||
| Euro-denominated | 47 | 185 | |||||||||
| Total gross notional amount for translated earnings contracts | $ | 10,902 | $ | 9,817 |
The following tables summarize the effect in the consolidated statements of income (loss) relating to Corning’s derivative and non-derivative financial instruments (in millions). The accumulated gain or loss included in accumulated other comprehensive loss on the consolidated balance sheets as of September 30, 2025 and December 31, 2024 is a gain of $1 million and loss of $11 million, respectively.
| Three months ended September 30, | |||||||||||||||||||||||||||||
| Gain (loss) recognized in other comprehensive income (loss) (OCI) (1) | Location of gain reclassified from accumulated OCI into income effective (ineffective) | Gain reclassified from accumulated OCI into income | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Hedging relationships for cash flow, net investment and fair value hedges: | |||||||||||||||||||||||||||||
| Foreign exchange and precious metals lease contracts | $ | 39 | $ | (68) | Cost of sales | $ | 1 | $ | 15 | ||||||||||||||||||||
| Other expense, net | 6 | ||||||||||||||||||||||||||||
| Total designated | $ | 39 | $ | (68) | $ | 7 | $ | 15 |
(1)Amount includes a loss of $1 million and a loss of $39 million during the three months ended September 30, 2025 and 2024, respectively, relating to non-derivative financial instruments designated as a net investment hedge.
| Nine months ended September 30, | |||||||||||||||||||||||||||||
| Gain (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 | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Hedging relationships for cash flow, net investment and fair value hedges: | |||||||||||||||||||||||||||||
| Foreign exchange and precious metals lease contracts | $ | 12 | $ | (59) | Cost of sales | $ | (9) | $ | 36 | ||||||||||||||||||||
| Other expense, net | 9 | (1) | |||||||||||||||||||||||||||
| Total designated | $ | 12 | $ | (59) | $ | — | $ | 35 |
(1)Amount includes a loss of $102 million and a loss of $9 million during the nine months ended September 30, 2025 and 2024, respectively, relating to non-derivative financial instruments designated as a net investment hedge.
| (Loss) gain recognized in income (loss) | Location of gain (loss) recognized in income (loss) | ||||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| Undesignated derivatives | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Foreign exchange contracts | $ | (27) | $ | 42 | $ | 93 | $ | 7 | Other expense, net | ||||||||||||||||||||
| Translated earnings contracts (1) | 33 | (157) | 63 | (91) | Translated earnings contract gain (loss), net | ||||||||||||||||||||||||
| Cross currency swap contracts | (19) | 10 | (10) | 3 | Other expense, net | ||||||||||||||||||||||||
| Total undesignated | $ | (13) | $ | (105) | $ | 146 | $ | (81) |
(1)For the three and nine months ended September 30, 2025, amount includes non-cash pre-tax realized losses of $94 million and $202 million, respectively, and for the three and nine months ended September 30, 2024, amount includes non-cash pre-tax realized losses of $24 million and $81 million, respectively, related to the premiums of expired option contracts.
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 (loss). 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 received 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 recorded this amount as a derivative liability. During the nine months ended September 30, 2025 and 2024, Corning received net payments of $24 million and $68 million, respectively. As of September 30, 2025 and December 31, 2024, the fair value of the derivative liability associated with these contracts is $167 million and $148 million, respectively.
Net Investment Hedges
From time to time, Corning utilizes derivative and non-derivative net investment hedges to offset risk against investments in foreign subsidiaries with non-USD functional currencies. Accordingly, the following activity occurred during 2025:
During the first quarter of 2025, the Company de-designated €100 million ($117 million equivalent as of September 30, 2025) notional of the €300 million ($352 million equivalent as of September 30, 2025) 3.875% Notes due 2026 (“2026 Notes”), which is a non-derivative financial instrument that was previously designated as a net investment hedge against its investments in certain European subsidiaries with euro functional currencies. The Company continues to have €550 million ($644 million equivalent as of September 30, 2025) 4.125% Notes due 2031 (“2031 Notes”) also designated as net investment hedges. As of September 30, 2025 and December 31, 2024, the Company had a total notional amount of €750 million ($879 million equivalent) and €850 million ($884 million equivalent), respectively, designated as net investment hedges.
Beginning in the first quarter of 2025, the Company entered into various foreign exchange forward contracts 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. As of September 30, 2025, the Company had €200 million ($234 million equivalent as of September 30, 2025) and ¥40.2 billion ($270 million equivalent as of September 30, 2025) existing net investment hedges.
As of September 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 $58 million as of September 30, 2025 and December 31, 2024. The carrying amount of the leased precious metals pool includes a cumulative fair value gain of $3 million and a loss of $108 million as of September 30, 2025 and December 31, 2024, respectively. These gains and losses are offset by changes in the fair value of hedges.
12. Share-Based Compensation
Total share-based compensation expense was $99 million and $216 million for the three and nine months ended September 30, 2025, respectively and $76 million and $202 million for the three and nine months ended September 30, 2024, respectively. The income tax benefit realized from share-based compensation for the three and nine months ended September 30, 2025 was $11 million and $28 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 nine months ended September 30, 2025:
| Number of shares (in thousands) | Weighted average grant-date fair value | ||||||||||
| Non-vested as of December 31, 2024 | 8,456 | $ | 32.94 | ||||||||
| Granted | 994 | 46.45 | |||||||||
| Vested | (3,407) | 33.33 | |||||||||
| Forfeited | (132) | 35.49 | |||||||||
| Non-vested as of September 30, 2025 | 5,911 | $ | 34.93 |
Performance-Based Restricted Stock Units
The following table summarizes the changes in non-vested performance-based restricted stock units for the nine months ended September 30, 2025:
| Number of shares (in thousands) | Weighted average grant-date fair value | ||||||||||
| Non-vested as of December 31, 2024 | 4,040 | $ | 33.28 | ||||||||
| Granted | 1,507 | 50.27 | |||||||||
| Vested | (1,630) | 33.71 | |||||||||
| Performance adjustments | 1,144 | 48.02 | |||||||||
| Forfeited | (71) | 47.40 | |||||||||
| Non-vested as of September 30, 2025 | 4,990 | $ | 41.49 |
Stock Options
During the nine months ended September 30, 2025, 1.3 million options were exercised and 7 thousand options were forfeited and expired with a weighted-average exercise price of $24.14 and $22.01, respectively. As of September 30, 2025, 2.9 million options were outstanding, vested and exercisable, with a weighted-average exercise price of $24.20, weighted average remaining contractual term of 3.6 years and aggregate intrinsic value of $169 million. As of December 31, 2024, 4.2 million options were outstanding, vested and exercisable, with a weighted-average exercise price of $24.18.
13. Income Taxes
The following table presents the provision for income taxes and the related effective tax rate (in millions, except percentages):
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Provision for income taxes | $ | (80) | $ | (3) | $ | (219) | $ | (124) | |||||||||||||||
| Effective tax rate | 14.5 | % | (3.3 | %) | 15.9 | % | 33.0 | % |
For the three and nine months ended September 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 months ended September 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, changes in estimates based on the final 2023 U.S. Federal Income Tax Return and the impact of foreign exchange losses. For the nine months ended September 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.
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 $263 million and $253 million as of September 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 of 2017, 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 does not expect the impact to be material on our estimated annual 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 at least 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.
14. Shareholders’ Equity
Common Stock Dividends
On February 12, 2025, May 1, 2025 and June 25, 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, June 27, 2025 and September 29, 2025.
On October 8, 2025, Corning’s Board of Directors declared a quarterly dividend of $0.28 per share of common stock. The dividend will be payable on December 12, 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 held by Samsung Display Co., Ltd. (“SDC”). On January 16, 2021, the Preferred Stock became convertible into 115 million common shares. On April 5, 2021, Corning and 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 September 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 September 30, 2025, approximately $3.0 billion remains available under the Company’s 2019 Authorization.
During the three and nine months ended September 30, 2025, the Company repurchased 0.4 million shares and 3.1 million shares, respectively, for approximately $25 million and $158 million, respectively. During the three and nine months ended September 30, 2024, the company repurchased 0.8 million shares and 3.8 million shares, respectively, for approximately $30 million and $135.4 million, respectively.
Accumulated Other Comprehensive Loss
For the three and nine months ended September 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 September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Beginning balance | $ | (1,978) | $ | (2,494) | $ | (2,530) | $ | (1,942) | |||||||||||||||
| (Loss) gain on foreign currency translation (1) | (89) | 551 | 437 | 8 | |||||||||||||||||||
| Release of cumulative translation losses (2) | 62 | 62 | |||||||||||||||||||||
| Equity method affiliates (1) | (3) | 12 | 23 | 3 | |||||||||||||||||||
| Net current-period other comprehensive (loss) income, net of tax | (92) | 625 | 460 | 73 | |||||||||||||||||||
| Ending balance | $ | (2,070) | $ | (1,869) | $ | (2,070) | $ | (1,869) |
(1)Amounts are after tax. Tax effects are not significant.
(2)Refer to Note 2 (Restructuring, Impairment and Other Charges and Credits) for additional information.
15. Earnings (Loss) Per Common Share
The following table presents the reconciliation of the amounts used to compute basic and diluted earnings (loss) per common share (in millions, except per share amounts):
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) attributable to Corning Incorporated | $ | 430 | $ | (117) | $ | 1,056 | $ | 196 | |||||||||||||||
| Weighted-average common shares outstanding – basic | 856 | 854 | 855 | 853 | |||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock options and other awards | 12 | 15 | 15 | ||||||||||||||||||||
| Weighted-average common shares outstanding – diluted | 868 | 854 | 870 | 868 | |||||||||||||||||||
| Basic earnings (loss) per common share | $ | 0.50 | $ | (0.14) | $ | 1.24 | $ | 0.23 | |||||||||||||||
| Diluted earnings (loss) per common share | $ | 0.50 | $ | (0.14) | $ | 1.21 | $ | 0.23 | |||||||||||||||
| Anti-dilutive potential shares excluded from diluted earnings (loss) per common share: | |||||||||||||||||||||||
| Stock options and other awards | 1 | 18 | 1 |
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:
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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.
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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.
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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.
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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.
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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 and Hemlock and Emerging Growth Businesses 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:
| Currency | Japanese yen | South Korean won | Chinese yuan | New Taiwan dollar | Mexican peso | Euro | ||||||||||||||
| 2024 Rate | ¥107 | ₩1,175 | ¥6.7 | NT$31 | MX$20 | €0.81 | ||||||||||||||
| 2025 Rate | ¥120 | ₩1,250 | ¥6.9 | NT$31 | MX$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 (loss). 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 (loss). 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 Communications | Display | Specialty Materials | Automotive | Life Sciences | Hemlock and Emerging Growth Businesses | Total | |||||||||||||||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Segment net sales | $ | 1,652 | $ | 939 | $ | 621 | $ | 454 | $ | 242 | $ | 364 | $ | 4,272 | |||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expenses (1) | 75 | 23 | 71 | 38 | 6 | 20 | 233 | ||||||||||||||||||||||||||||||||||
| Depreciation (2) | 66 | 105 | 37 | 40 | 15 | 41 | 304 | ||||||||||||||||||||||||||||||||||
| Other segment items (3) | 1,131 | 495 | 371 | 290 | 200 | 300 | 2,787 | ||||||||||||||||||||||||||||||||||
| Income tax provision (4) | 85 | 66 | 29 | 18 | 5 | 4 | 207 | ||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | 295 | $ | 250 | $ | 113 | $ | 68 | $ | 16 | $ | (1) | $ | 741 | |||||||||||||||||||||||||||
| Capital expenditures | $ | 129 | $ | 95 | $ | 55 | $ | 29 | $ | 5 | $ | 49 | $ | 362 | |||||||||||||||||||||||||||
| Three months ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Segment net sales | $ | 1,246 | $ | 1,015 | $ | 548 | $ | 430 | $ | 244 | $ | 250 | $ | 3,733 | |||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expenses (1) | 71 | 29 | 69 | 43 | 5 | 31 | 248 | ||||||||||||||||||||||||||||||||||
| Depreciation (2) | 69 | 110 | 39 | 44 | 17 | 29 | 308 | ||||||||||||||||||||||||||||||||||
| Other segment items (3) | 882 | 516 | 348 | 278 | 203 | 173 | 2,400 | ||||||||||||||||||||||||||||||||||
| Income tax provision (4) | 49 | 75 | 20 | 14 | 4 | 5 | 167 | ||||||||||||||||||||||||||||||||||
| Segment net income | $ | 175 | $ | 285 | $ | 72 | $ | 51 | $ | 15 | $ | 12 | $ | 610 | |||||||||||||||||||||||||||
| Capital expenditures | $ | 49 | $ | 45 | $ | 13 | $ | 20 | $ | 2 | $ | 55 | $ | 184 | |||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Segment net sales | $ | 4,573 | $ | 2,742 | $ | 1,667 | $ | 1,354 | $ | 726 | $ | 934 | $ | 11,996 | |||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expenses (1) | 228 | 72 | 206 | 108 | 19 | 69 | 702 | ||||||||||||||||||||||||||||||||||
| Depreciation (2) | 200 | 315 | 111 | 122 | 46 | 109 | 903 | ||||||||||||||||||||||||||||||||||
| Other segment items (3) | 3,187 | 1,426 | 1,011 | 852 | 601 | 781 | 7,858 | ||||||||||||||||||||||||||||||||||
| Income tax provision (4) | 215 | 193 | 71 | 57 | 13 | 2 | 551 | ||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | 743 | $ | 736 | $ | 268 | $ | 215 | $ | 47 | $ | (27) | $ | 1,982 | |||||||||||||||||||||||||||
| Capital expenditures | $ | 313 | $ | 206 | $ | 131 | $ | 71 | $ | 11 | $ | 192 | $ | 924 | |||||||||||||||||||||||||||
| Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Segment net sales | $ | 3,289 | $ | 2,901 | $ | 1,503 | $ | 1,400 | $ | 729 | $ | 773 | $ | 10,595 | |||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expenses (1) | 202 | 83 | 186 | 122 | 17 | 76 | 686 | ||||||||||||||||||||||||||||||||||
| Depreciation (2) | 201 | 336 | 115 | 131 | 51 | 84 | 918 | ||||||||||||||||||||||||||||||||||
| Other segment items (3) | 2,350 | 1,542 | 975 | 893 | 604 | 565 | 6,929 | ||||||||||||||||||||||||||||||||||
| Income tax provision (4) | 118 | 196 | 48 | 54 | 12 | 16 | 444 | ||||||||||||||||||||||||||||||||||
| Segment net income | $ | 418 | $ | 744 | $ | 179 | $ | 200 | $ | 45 | $ | 32 | $ | 1,618 | |||||||||||||||||||||||||||
| Capital expenditures | $ | 133 | $ | 179 | $ | 73 | $ | 41 | $ | 10 | $ | 147 | $ | 583 |
(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 include the cost of materials, salaries, wages and benefits, including variable compensation, and selling, general and administrative expenses.
(4)Income tax provision reflects a tax rate of 21%.
Segment information, continued (in millions):
| Optical Communications | Display | Specialty Materials | Automotive | Life Sciences | Hemlock and Emerging Growth Businesses | Total | |||||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Investment in affiliated companies, at equity | $ | 4 | $ | 100 | $ | 17 | $ | 179 | $ | 300 | |||||||||||||||||||||||||||||||
| Segment assets (1) | $ | 3,958 | $ | 6,750 | $ | 2,643 | $ | 2,443 | $ | 799 | $ | 2,927 | $ | 19,520 | |||||||||||||||||||||||||||
| 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 September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales of reportable segments | $ | 3,908 | $ | 3,483 | $ | 11,062 | $ | 9,822 | |||||||||||||||
| Net sales of Hemlock and Emerging Growth Businesses | 364 | 250 | 934 | 773 | |||||||||||||||||||
| Impact of constant-currency reporting (1) | (172) | (342) | (582) | (978) | |||||||||||||||||||
| Consolidated net sales | $ | 4,100 | $ | 3,391 | $ | 11,414 | $ | 9,617 |
(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 (loss) (in millions):
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income of reportable segments | $ | 742 | $ | 598 | $ | 2,009 | $ | 1,586 | |||||||||||||||
| Net (loss) income of Hemlock and Emerging Growth Businesses | (1) | 12 | (27) | 32 | |||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
| Impact of constant-currency reporting | (157) | (258) | (496) | (751) | |||||||||||||||||||
| Translated earnings contract gain (loss), net | 33 | (157) | 63 | (91) | |||||||||||||||||||
| Translation gain (loss) on foreign denominated debt, net | 4 | (107) | (66) | 28 | |||||||||||||||||||
| Litigation, regulatory and other legal matters | (50) | (16) | (57) | (11) | |||||||||||||||||||
| Research, development, and engineering expenses (1) | (47) | (39) | (124) | (121) | |||||||||||||||||||
| Amortization of intangibles | (27) | (31) | (83) | (91) | |||||||||||||||||||
| Interest expense, net | (62) | (63) | (197) | (189) | |||||||||||||||||||
| Income tax benefit | 127 | 164 | 332 | 320 | |||||||||||||||||||
| Severance charges | (43) | (2) | (46) | ||||||||||||||||||||
| Capacity optimization and other charges and credits (2) | (16) | (91) | (8) | (217) | |||||||||||||||||||
| Other corporate items | (76) | (64) | (189) | (197) | |||||||||||||||||||
| Net income (loss) | $ | 470 | $ | (95) | $ | 1,155 | $ | 252 |
(1)Amount does not include research, development and engineering expense related to severance changes.
(2)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