GLW 10-K & 10-Q changes, risk factors and insider trading

•Information technology or infrastructure failures, including those of a third-party supplier or service provider; and

Health crisis events, including epidemics or pandemics, such as COVID-19, have impacted and may further impact the economy and could have additional impacts on economic growth, supply chains, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates. Recently, the COVID-19A pandemic resultedmay result in authorities around the world implementing numerous unprecedented measures such as travel restrictions, quarantines, shelter in place orders, vaccine mandates and facility shutdowns. These measures have impacted our workforce, operations and supply chains, and those of our customers, contract manufacturers and suppliers, and may continue to have an impact particularly in the event of another significant global health crisis. There is considerable uncertainty regarding the duration, scope and severity of a health crisis event and the impacts on our business and the economy from the effects of such an event and response measures.

Corning’s Optical Communications and Display Technologiessegments segment generatesgenerate a significant amount of the Company’s profits and cash flow; any significant decrease in display glass pricing, volume or market share could have a material and negative impact on our financial results

Corning’s ability to generate profits and operating cash flow could be significantly impacted by the profitability of ourthese display glass business,businesses, which isare subject to pricing pressure, exchange rate movements, industry competition, potential over-capacity,over-capacity or under capacity, development of new technologies and operational and regulatory risks. Further, the optical communications business faces risks related to fluctuations in telecommunication and hyperscale data center capital spending, which may negatively affect the demand for our products and have a material adverse impact on our financial results. Additionally, the display glass business is exposed to exchange rate movements. If we are not able to achieve proportionate reductions in costs and/or increases in volume or price to offset the aforementioned factors, it could have a material adverse impact on our financial results.

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

A large portion of our sales, costs, profit and cash flows are transacted in non-U.S. dollar currencies, primarily the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican peso, Chinese yuan and euro. The Company expects to continue to experience fluctuations in the U.S. dollar value of these activities if it is not possible, cost-effective or should we not elect to hedge certain currency exposure. Additionally, gains or losses may be experienced if the underlying exposure which has been hedged increases or decreases significantly.

As a global technology and manufacturing company, we are engaged in various litigation and regulatory matters.matters around the world. Litigation and regulatory proceedings may be uncertain, and adverse rulings could occur, resulting in significant liabilities, penalties or damages. Any such substantial legal liability or regulatory action could have a material adverse effect on our business, financial condition, cash flows and reputation.

Corning is vital to progress – in the industries we help advance and in the world we share. ForWith morea than175-year 170track years,record of life-changing inventions, Corning has combinedapplies its unparalleled expertise in glass science, ceramic science and optical physicsphysics, along with its deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance people’s lives. Our materials science and manufacturing expertise, boundless curiosity and commitment to purposeful invention place us at the center of the way the world works, learns and lives. In addition, our sustained investment in research, development and engineering capabilities means we are always ready to solve the toughest challenges – alongside our customers.

Net sales for the year ended December 31, 20242025 increased by $530$2.5 million,billion, or 4%,19%, when compared to the same period in 2023.2024. The increase was primarily driven by an increase in sales for telecommunicationoptical communications products of $645$1.6 million and specialty glass products of $146 million, partially offset by a decrease in sales forbillion, polycrystalline silicon products and solar module sales of $149$348 million, display products of $238 million, specialty material products of $194 million and environmental substrate and filterautomotive products of $95$73 million. Refer to the “Segment Analysis” section of our MD&A below for a discussion of net sales by segment.

Selling, general and administrative expenses increased by $88$191 million, or 5%,10%, when compared to 20232024 primarily due to the increase in net sales, as discussed above, and remainedan consistentincrease in variable compensation and legal-related expenses and decreased as a percentage of net sales.sales by 1 percentage point when compared to 2024.

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

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

The impact to income from realized activity for the year ended December 31, 2025 was primarily driven by realized gains from our Mexican peso and Japanese yen-denominated hedges, partially offset by realized losses from our South Korean won and Chinese yuan-denominated hedges. The impact to income from realized activity for the year ended December 31, 2024 was primarily driven by realized gains from our Japanese yen-denominated hedges, partially offset by realized losses from our South Korean won, Chinese yuan, newNew Taiwan dollar and Mexican peso-denominated hedges. The impact to income for the year ended December 31, 2023 was primarily driven by realized gains from our Japanese yen-denominated hedges, partially offset by realized losses from our South Korean won and Chinese yuan-denominated hedges.

The impact to income from unrealized activity for the year ended December 31, 2025 was primarily driven by unrealized gains from our South Korean won, Japanese yen, Mexican peso-denominated hedges, partially offset by unrealized losses from our euro-denominated hedges. The impact to income from unrealized activity for the year ended December 31, 2024 was primarily driven by unrealized losses from our South Korean won, Japanese yen, newNew Taiwan dollar and Chinese yuan-denominated hedges, partially offset by unrealized gains from our euro-denominated hedges. The impact to income for the year ended December 31, 2023 was primarily driven by unrealized losses from our Japanese Yen, South Korean won and euro-denominated hedges.

The effective tax rate for the year ended December 31, 20242025 increaseddecreased compared to the year ended December 31, 20232024 primarily due to the impact of changes in pretax earnings, foreign derived intangible income, release of cumulative translation losses, non-deductible itemslosses and taxshare-based credits generated, partially offset by changes in valuation allowance assessments.compensation.

In December 2022, the European Union (“EU”) Member States formally adopted the EU Pillar Two Framework (“Pillar Two Framework”), which generally provides for a 15% global minimum effective tax rate, based on the Organization for Economic Cooperation and Development guidelines. Certain countries have enacted this tax law change, with an effective date starting January 1, 2024 and January 1, 2025, for certain aspects of the directive. The impact of the Pillar Two Framework is not material to our results of operations, financial position or cash flow as of and for the yearyears ended December 31, 2025 and 2024.

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 chief operating decision maker (“CODM”) in making internal operating decisions, which is more fully discussed within Note 1718 (Reportable Segments) in the accompanying notes to the consolidated financial statements and includes a reconciliation of our segment information to the corresponding amounts in our consolidated statements of income.

The increase in segment net sales was primarily due to continued strong demand for premium glass for mobile devices asand wellgrowth asin semiconductor-relatedour products.Gorilla Glass solutions business.

The decrease in segment net sales was primarily due to thesoftness continued impact of a weaker globalin heavy-duty diesel market particularlyand inunfavorable Europe.impacts of foreign exchange movements.

Segment net sales increasedremained 2%consistent despitewith the marketcomparative stabilizing throughout the year.period.

* Not meaningful (1)Refer to Note 1718 (Reportable Segments) in the accompanying notes to the consolidated financial statements for the reconciliation to consolidated net income.

The increasedecrease in segment net income was primarily driven by the increasedecrease in sales, as outlined above, andpartially offset by improved profitability which includes the impact of pricecost increases.reductions.

The decreaseincrease in segment net income was primarily driven by theimproved decreaseperformance inwithin sales,our automotive glass business, partially offset by decreased sales of our environmental technologies business, as outlined above.

The increasedecrease in segment net income was primarily driven by profitabilitytemporarily improvementshigher fromcosts productivityto actionsramp taken.up capacity to produce more polysilicon, solar wafers and solar modules.

InItems managingthat theare Companyexcluded and assessing our financial performance, we adjustfrom certain measures included in our consolidated financial statements to exclude specific items to arrive at our core performance measures. These itemscalculations include: the impact of translating theforeign Japanese yen-denominateddenominated 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 Company.

In addition, because a significant portion of our revenues and expenses are denominated in currencies other than the U.S. dollar, management believes it is important to understand the impact on sales and net income of translating these currencies into U.S. dollars. Therefore, management utilizes constant-currency reporting for the DisplayOptical Technologies,Communications, Display, Specialty Materials, Environmental TechnologiesAutomotive and Life Sciences segments to exclude the impact from the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollardollar, Mexican peso and euro, as applicable to the segment. In addition, effective January 1, 2024, the Company began utilizing constant-currency reporting for the Optical Communications segment to exclude the impact from the Mexican peso on segment results. Prior periods were not recast as the impact was not material. The most significant constant-currency adjustment relates to the Japanese yen exposure within the Display Technologies segment. The constant-currency rates established for our core performance measures are internally derived long-term managementmanagement-determined estimates,rates, which are closely aligned with our hedging instrument rates. These hedging instruments may include, but are not limited to, foreign exchange forward or option contracts and foreign-denominated debt. For details of the rates used, refer to the footnotes to the “Reconciliation of Non-GAAP Measures” section. We believe that the use of constant-currency reporting allows management to understand our results without the volatility of currency fluctuations, analyze underlying trends in the businesses and establish operational goals and forecasts.

CoreFor a reconciliation of non-GAAP performance measures areto nottheir preparedmost indirectly accordancecomparable withGAAP accountingfinancial principlesmeasure, generallyrefer acceptedto in the United States“Reconciliation of AmericaNon-GAAP (“GAAPMeasures.”). We provide investors with these non-GAAP measures to evaluate our results as we believe they are indicative of our core operating performance and provide greater transparency to how management evaluates our results and trends and makes financial and operational decisions. These measures are not, and should not be viewed as a substitute for, GAAP reporting measures. With respect to the outlook for future periods, it is not possible to provide reconciliations for these non-GAAP measures because management does not forecast the movement of foreign currencies against the U.S. dollar, or other items that do not reflect ongoing operations, nor does it forecast items that have not yet occurred or are out of management’s control. As a result, management is unable to provide outlook information on a GAAP basis.

For the year ended December 31, 2024,2025, we generated core net sales of $14.5$16.4 billion compared to core net sales for the year ended December 31, 20232024 of $13.6$14.5 billion. The increase in core net sales of $0.9$1.9 billion was primarily driven by higher reportable segment net sales in Optical Communications of $645$1.6 million,billion, DisplayHemlock Technologiesand Emerging Growth Businesses of $340$363 million and Specialty Materials of $153$193 million, partially offset by a decrease in net sales fromin Hemlock and Emerging Growth BusinessesDisplay of $168 million and Environmental Technologies of $101$175 million. Net sales of reportable segmentsegments and Hemlock and Emerging Growth Businesses areis discussed in detail in the “Segment Analysis” section of our MD&A.

For the year ended December 31, 2024,2025, we generated core net income of $1.7$2.2 billion, or $1.96$2.52 per share, compared to core net income generated for the year ended December 31, 20232024 of $1.5$1.7 billion, or $1.70$1.96 per share. The increase in core net income of $0.2$500 billionmillion was driven by higher reportable segment net income in Display Technologies of $164 million, Optical Communications of $134$436 million,million and Specialty Materials of $58$107 million, partially offset by a decrease from Hemlock and Emerging Growth Businesses of $70$68 million. Net income of reportable segmentsegments and Hemlock and Emerging Growth Businesses areis discussed in detail in the “Segment Analysis” section of our MD&A.

(1)Constant-currency adjustment: As a significant portion of revenues and expenses are denominated in currencies other than the U.S. dollar, management believes it is important to understand the impact on sales and net income of translating these currencies into U.S. dollars. The Company utilizes constant-currency reporting for DisplayOptical Technologies,Communications, Display, Specialty Materials, Environmental TechnologiesAutomotive and Life Sciences segments for the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollardollar, Mexican peso and euro, as applicable to the segment. InWe addition,believe effectivethat Januarythe 1,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. For the years ended December 31, 2025 and 2024, the Company began utilizing constant-currency reportingadjustment forprimarily relates to our Japanese yen exposure due to the Opticaldifference Communicationsin segmentthe average spot rate compared to excludeour thecore impact from the Mexican peso on segment results. Prior periods were not recast as the impact was not material.rate.

The constant-currency rates established for our core performance measures are internally derived long-term managementmanagement-determined estimates,rates, which are closely aligned with our hedging instrument rates. These hedging instruments may include, but are not limited to, foreign exchange forward or option contracts and foreign-denominated debt. ForEffective January 1, 2025, management updated the yearconstant-currency endedrates December 31, 2024,and the adjustmentupdated primarilyrates relateswere toapplied ourprospectively Japanesebeginning yenwith exposurereporting dueperiods toin 2025. Comparative results were not recast and are reported based on the difference2024 in the average spot rate compared to our core rate.rates.

•Overview and Outlook

OVERVIEW AND OUTLOOK

In the third quarter of 2023, we introduced our Springboard plan to grow sales and enhance our profitability base.base Weand communicatedlaunched our plan with an annualized sales run rate of $13 billion. Over the past two and a high-confidencehalf plan to add $3 billion in incremental annualized core sales and set a core operating margin target of 20% by the end of 2026 (as compared to our Springboard starting point). As of the fourth quarter of 2025, we achieved both our growth and profitability targets a full year ahead of plan, and in January 2026, we upgraded this high-confidence plan to $5.75 billion. Since the launch of Springboard,years, we have significantly grown annualized sales and expanded our profitability. Our continued performance on our Springboard plan has transformed the financial profile of the Company and delivered durable growth across our businesses. We see remarkable demand for our innovations and manufacturing capabilities, which we believe will lead to additional growth opportunities through 2026 and beyond.

For the three months ended MarchJune 31,30, 2026, net sales increased $692$643 million, or 20%,17%, when compared to the same period in 2025. This was primarily driven by an increase in sales for optical communication products of $491$506 million and an increase in sales for polycrystalline silicon and solar products of $164$207 million.

For the three months ended MarchJune 31,30, 2026, cost of sales increased $378$407 million, or 17%,16%, when compared to the same period in 2025, primarily driven by the increase in net sales as discussed above. Gross margin increased $314$236 million, or 26%,17% and increasedremained consistent as a percentage of sales by 2 percentage points when compared to the same period in 2025 as higher profit in Optical Communications was partially offset by temporarily higher costs to ramp up capacity to produce more in Solar.

For the three and six months ended MarchJune 31,30, 2026, selling, general and administrative expenses increased $117$93 million and $210 million, respectively, and remained consistent as a percentage of sales when compared to the same periodperiods in 2025,2025. The increase was primarily due to anhigher increaseshare-based compensation expense, as the rise in variablethe compensation.Company’s stock price increased the fair value of performance-based restricted stock units.

For the three and six months ended MarchJune 31,30, 2026, research, development and engineering expenses increased $8$23 million and $31 million, respectively, and remained consistent as a percentage of sales when compared to the same periodperiods in 2025.

Translated earnings contract loss,gain, net

Included in translated earnings contract loss,gain, net, is the impact of foreign currency contracts which economically hedge the translation exposure arising from movements in the Japanese yen, Mexican peso, Chinese yuan, South Korean won, Chineseeuro yuan,and New Taiwan dollar, Mexican peso and eurodollar and its impact on net income.

The following table provides detailed information on the impact of translated earnings contract loss,gain, net (in millions):

(1)For the three and six months ended MarchJune 31,30, 2026, amount includes non-cash pre-tax realized losses of $75 million and $165 million, respectively, and for the three and six months ended June 30, 2025, amount includes non-cash pre-tax realized losses of $90$68 million and $40$108 million, respectively, related to the premiums of expired option contracts.

(2)For the three and six months ended MarchJune 31,30, 2026, amount excludes $11$4 million gainand $15 million gains, respectively, and for the three and six months ended June 30, 2025 amount excludes $8 million loss related to forward contracts designated as net investment hedge, which was recorded in accumulated other comprehensive loss on the consolidated balance sheets and reflected within investing activities on the consolidated statements of cash flows.

The impact to income from realized activity for the three and six months ended MarchJune 31,30, 2026 was primarily driven by realized gains from our Japanese yen-denominatedyen and Mexican peso-denominated hedges, partially offset by realized losses from our South Korean won-denominated hedges. The impact to income from realized activity for the three months ended March 31, 2025 was primarily driven by realized gains from our Japanese-yen and Mexican peso denominated hedges, partially offset by realized losses from our South Korean won denominated hedges.

The impact to income from unrealizedrealized activity for the three months ended MarchJune 31,30, 20262025 was primarily driven by unrealizedrealized losses from our Japanese yen, new Taiwan dollar, South Korean won and Mexican peso-denominateddenominated hedges, partially offset by unrealizedrealized gains from our euroMexican andpeso Chinese yuan-denominateddenominated hedges. The impact to income from unrealizedrealized activity for the threesix months ended MarchJune 31,30, 2025 was primarily driven by unrealizedrealized lossesgains from our Japanese-yenMexican peso and euroJapanese denominatedyen-denominated hedges, partially offset by unrealizedrealized gainslosses from our South Korean won-denominated hedges.

For the three and six months ended MarchJune 31,30, 2026, income before income taxes increased $289$65 million and $354 million, respectively, when compared to the same periodperiods in 2025, primarily driven by an increase in gross margin, as discussed above, partially offset by an increase in selling, general and administration expenses due to anhigher increaseshare-based compensation expense, as the rise in variablethe compensation.Company’s stock price increased the fair value of performance-based restricted stock units.

For the three months ended MarchJune 31,30, 2026, the effective tax rate differed when compared tofrom the sameUnited periodStates in(“U.S.”) 2025statutory rate of 21%, primarily due to changesadjustments into reserves,share-based compensation, government incentives and foreign derived deduction eligible income. For the six months ended June 30, 2026, the effective tax rate differed from the U.S. statutory rate of 21%, primarily due to adjustments to share-based compensation, government incentives, changes in reserves and foreign-derivedforeign derived deduction eligible income (previously foreign-derived intangible income) partially offset by the impact of an unfavorable tax ruling in South Korea and pre-tax losses with no corresponding expected tax benefit.Korea.

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 issuesmatters related to 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.

Financial results for the reportable segments and Life Sciences and Emerging Growth Businesses are prepared on a basis consistent with the internal disaggregation of financial information to assist the chief operating decision maker in making internal operating decisions,decisions. In addition, effective April 1, 2026, we made changes to the manner in which iswe determine our segment results. Specifically, we prospectively replaced constant-currency reporting with a new adjustment to derive our segment results, which we refer to as our “adjustment for hedged exposures.” The prior constant-currency adjustment and the current adjustment for hedged exposures are distinct adjustments determined using different methodologies. These changes are more fully discussed within Note 14 (Reportable Segments) in the accompanying notes to the consolidated financial statements and includes a reconciliation of segment information to the corresponding amounts in the consolidated statements of income.

The following table presents segment net sales by reportable segment and Life Sciences and Emerging Growth Businesses (in millions) (1):

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

The increase in segment net sales for both the three and six month periods was primarily due to continued strong demand for LCD glass and Gorilla glass.

The increase in segment net sales for both the three and six month periods was primarily driven by growth in polysilicon and solar wafers and module sales for the solaradoption industry.of our auto glass solutions.

The following table presents segment net income by reportable segment and Life Sciences and Emerging Growth Businesses (in millions) (1):

The increase in segment net income for both the three and six month periods was primarily driven by strong incremental profit on higher revenue, as outlined above.

The increase in segment net income for both the three and six month periods was primarily driven by increased sales, as outlined above, and strong incremental profit on higher volumes.

The decreaseincrease in segment net income for both the three and six month periods was primarily driven by temporarilyincreased sales, as outlined above, and profit on higher costs to ramp up capacity.volumes.

Management uses non-GAAP financial measures (our “core performance measures,measures”), alongtogether with GAAP financial measures, to evaluate operating performance, make financial and operational decisionsdecisions, and certainallocate of these measures also form the basis of our compensation program metrics.resources. Management believes that our core performance measuresmeasures, arewhen indicativeconsidered oftogether ourwith corethe operatingCompany’s performanceGAAP andresults, provide investors with greateruseful visibilitysupplemental intoinformation howby managementfacilitating evaluatesa ourfunctional view of operating results and trendsproviding additional insight into factors and makestrends businessaffecting decisions.the TheseCompany’s measures are not, and should not be viewed as a substitute for, GAAP reporting measures.performance.

Items that are excluded from certain core performance calculationsmeasures include: therealized impactand ofunrealized translatinggains and losses on our undesignated foreign denominatedexchange debt,forward theor impactoption ofcontracts theand cross-currency swaps, which we refer to as our translated earnings contracts, and on the translation of our foreign-denominated debt. Other excluded items include 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 adjustmentsadjustments, and other items whichthat do not reflect the ongoing operating results of the Company.