CORNING INC /NY
For the period ended Apr 30, 2026. Filed Mar 20, 2026.
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Apr 30, 2026 · Filed Mar 20, 2026
Contents
Appendix A
CORE PERFORMANCE MEASURES
In managing the Company and assessing our financial performance, we adjust certain measures included in our consolidated financial statements to exclude specific items to arrive at measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and exclude specific items that are non-recurring, related to foreign exchange volatility, or unrelated to continuing operations. These measures are our core performance measures.
Management uses core performance measures, along with GAAP financial measures, to make financial and operational decisions and certain of these measures also form the basis of our compensation program metrics. Management believes that our core performance measures are indicative of our core operating performance and provide investors with greater visibility into how management evaluates our results and trends and makes business decisions. These measures are not, and should not be viewed as a substitute for, GAAP reporting measures.
Items that are excluded from certain core performance calculations include: 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 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 Optical Communications, Display, Specialty Materials, Automotive and Life Sciences segments to exclude the impact from the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican peso and euro, as applicable to the segment. The most significant constant-currency adjustment relates to the Japanese yen exposure within the Display segment. The constant-currency rates established for our core performance measures are long-term management-determined 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 included in the “Items Adjusted from 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.
For a reconciliation of non-GAAP performance measures to their most directly comparable GAAP financial measure, see the tables and footnotes included below. 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.
| 110 | CORNING 2026 PROXY STATEMENT |
Year Ended December 31, 2025
| Net Sales | Gross Margin | Operating Income | Income before income taxes | Net income attributable to Corning Incorporated | Per share | |
|---|---|---|---|---|---|---|
| As reported - GAAP | $15,629 | $5,621 | $2,279 | $2,052 | $1,596 | $1.83 |
| Constant-currency adjustment(1) | 779 | 663 | 655 | 665 | 526 | 0.60 |
| Translation loss on foreign denominated debt, net(2) | 52 | 40 | 0.05 | |||
| Translated earnings contract gain, net(3) | (150) | (114) | (0.13) | |||
| Acquisition-related costs(4) | 95 | 104 | 75 | 0.09 | ||
| Discrete tax items and other tax-related adjustments(5) | (78) | (0.09) | ||||
| Restructuring, impairment and other charges and credits(6) | 3 | 32 | 49 | 42 | 0.05 | |
| Litigation, regulatory and other legal matters(7) | 63 | 63 | 59 | 0.07 | ||
| Pension mark-to-market adjustment(8) | 1 | 31 | 33 | 26 | 0.03 | |
| Loss on investments(9) | 7 | 7 | 0.01 | |||
| Loss on sale of assets(10) | 5 | 5 | 5 | 4 | 0.00 | |
| Loss on sale of business(11) | 11 | 7 | 0.01 | |||
| Equity in losses of affiliated companies(12) | 12 | 9 | 0.01 | |||
| Core performance measures | $16,408 | $6,293 | $3,160 | $2,903 | $2,199 | $2.52 |
Year Ended December 31, 2024
| Net Sales | Gross Margin | Operating Income | Income before income taxes | Net income attributable to Corning Incorporated | Per share | |
|---|---|---|---|---|---|---|
| As reported - GAAP | $13,188 | $4,276 | $1,135 | $813 | $506 | $0.58 |
| Constant-currency adjustment(1) | 1,309 | 989 | 974 | 989 | 773 | 0.89 |
| Translation gain on foreign denominated debt, net(2) | (104) | (80) | (0.09) | |||
| Translated earnings contract gain, net(3) | (83) | (64) | (0.07) | |||
| Acquisition-related costs(4) | 121 | 128 | 92 | 0.11 | ||
| Discrete tax items and other tax-related adjustments(5) | 21 | 0.02 | ||||
| Restructuring, impairment and other charges and credits(6) | 42 | 211 | 238 | 407 | 374 | 0.43 |
| Litigation, regulatory and other legal matters(7) | 20 | 12 | 12 | 9 | 0.01 | |
| Pension mark-to-market adjustment(8) | 23 | 3 | 2 | 0.00 | ||
| Loss on investments(9) | 23 | 22 | 0.03 | |||
| Loss on sale of assets(10) | 27 | 27 | 27 | 20 | 0.02 | |
| Loss on sale of business(11) | 31 | 24 | 0.03 | |||
| Core performance measures | $14,469 | $5,523 | $2,530 | $2,246 | $1,699 | $1.96 |
| CORNING 2026 PROXY STATEMENT | 111 |
|---|
Year Ended December 31, 2023
| Net Sales | Gross Margin | Operating Income | Income before income taxes | Net income attributable to Corning Incorporated | Per share | |
|---|---|---|---|---|---|---|
| As reported - GAAP | $12,588 | $3,931 | $890 | $816 | $581 | $0.68 |
| Constant-currency adjustment(1) | 992 | 744 | 733 | 744 | 550 | 0.64 |
| Translation gain on foreign denominated debt, net(2) | (100) | (81) | (0.09) | |||
| Translated earnings contract gain, net(3) | (161) | (130) | (0.15) | |||
| Acquisition-related costs(4) | 121 | 131 | 90 | 0.10 | ||
| Discrete tax items and other tax-related adjustments(5) | 34 | 0.04 | ||||
| Restructuring, impairment and other charges and credits(6) | 283 | 420 | 471 | 378 | 0.44 | |
| Litigation, regulatory and other legal matters(7) | (5) | 72 | 61 | 54 | 0.06 | |
| Pension mark-to-market adjustment(8) | 27 | 15 | 12 | 0.01 | ||
| Gain on investments(9) | (10) | (10) | (0.01) | |||
| Gain on sale of assets(10) | (20) | (20) | (20) | (15) | (0.02) | |
| Core performance measures | $13,580 | $4,933 | $2,243 | $1,947 | $1,463 | $1.70 |
Items Adjusted from GAAP Measures
| (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 Optical Communications, Display, Specialty Materials, Automotive and Life Sciences segments for the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican peso and euro, as applicable to the segment. We believe 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. For the years ended December 31, 2025 and 2024, the constant-currency adjustment primarily relates to our Japanese yen exposure due to the difference in the average spot rate compared to our core rate. The constant-currency rates established for our core performance measures are long-term management-determined 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. 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 all periods presented and to all foreign exchange exposures during the period, even though we may be less than 100% hedged: |
| Currency | Japanese yen | South Korean won | Chinese yuan | New Taiwan dollar | Mexican peso | Euro |
|---|---|---|---|---|---|---|
| 2023 - 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 |
| (2) | Translation of foreign denominated debt, net: Amount reflects the gain or loss on the translation of our yen-denominated and euro-denominated debt to U.S. dollars, net of gains or losses on related hedging instruments. |
| (3) | Translated earnings contract, net: Amount reflects the impact of the realized and unrealized gains and losses from the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican peso and euro-denominated foreign currency hedges related to translated earnings. |
| (4) | Acquisition-related costs: Amount reflects intangible amortization, inventory valuation adjustments, contingent consideration adjustments and external acquisition-related deal costs, as well as other transaction related costs. |
| (5) | Discrete tax items and other tax-related adjustments: Amount reflects certain discrete period tax items such as changes in tax law, the impact of tax audits, changes in tax reserves, changes in deferred tax asset valuation allowances and stock compensation windfall or shortfall, as well as other tax-related adjustments. |
| 112 | CORNING 2026 PROXY STATEMENT |
| (6) | Restructuring, impairment and other charges and credits: Amount reflects certain restructuring, impairment losses and other charges and credits, as well as other expenses, including severance, accelerated depreciation, asset write-offs and facility repairs resulting from power outages, and the recognition of cumulative foreign currency translation adjustments upon the substantial liquidation or disposition of a foreign entity, which are not related to ongoing operations. For the year ended December 31, 2024, amount includes $131 million of non-cash cumulative foreign currency translation losses required to be recognized upon the substantial liquidation or disposition of foreign entities, which was recorded in other (expense) income, net on the consolidated statements of income. Amount also includes $49 million of non-cash charges in one of our Emerging Growth Businesses relating to a customer that recently entered into a multi-jurisdictional restructuring effort including insolvency filings in certain countries. These charges primarily relate to the full write-down of upfront payments made to the customer, which were determined to be nonrecoverable, and recorded as a charge to net sales on the consolidated statements of income. Other charges recorded during 2024 related to asset write-offs associated with the exit of certain facilities and product lines. The activity in 2023 primarily relates to asset write-offs associated with the exit of certain facilities and product lines and severance charges across all segments. |
| (7) | Litigation, regulatory and other legal matters: Amount reflects developments in commercial litigation, intellectual property disputes, adjustments to our estimated liability for environmental-related items and other legal matters. |
| (8) | Pension mark-to-market adjustment: Amount primarily reflects defined benefit pension mark-to-market gains and losses, which arise from changes in actuarial assumptions and the difference between actual and expected returns on plan assets and discount rates. |
| (9) | Loss (gain) on investments: Amount reflects the loss or gain recognized on investments due to mark-to-market adjustments for the change in fair value or the disposition of an investment. |
| (10) | Loss (gain) on sale of assets: Amount represents the loss or gain recognized for the sale of assets, recorded in cost of sales, on the consolidated statements of income. |
| (11) | Loss on sale of business: Amount reflects the loss recognized for the sale of a business, recorded in other (expense) income, net on the consolidated statements of income, and includes $14 million for the year ended December 31, 2024 of non-cash cumulative foreign currency translation losses related to the disposition of a foreign entity. |
| (12) | Equity in losses of affiliated companies: Amount reflects costs not related to continuing operations of affiliated companies, such as restructuring, impairment losses, inventory adjustments, other charges and credits. |
| CORNING 2026 PROXY STATEMENT | 113 |
|---|
Year Ended December 31, 2025 and 2024
| Year ended December 31, | ||
|---|---|---|
| 2025 · 2024 | ||
| Cash flows from operating activities | $2,695 | $1,939 |
| Realized gains on translated earnings contracts and other | 304 | 279 |
| Adjusted cash flows from operating activities | $2,999 | $2,218 |
| Less: Capital Expenditures | $1,282 | $965 |
| Adjusted free cash flow | $1,717 | $1,253 |
Year Ended December 31, 2025 and 2022
| Year ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2022(1) | |||
| Core income before income taxes(2) | $2,903 | $1,988 | ||
| Interest income | $(38) | $(15) | ||
| Core interest expense(3) | $329 | $277 | ||
| Core income before income taxes and interest | $3,194 | $2,250 | ||
| Less: Income tax(4) | $671 | $473 | ||
| Core net income before interest | $2,523 | $1,777 | ||
| Equity | $12,307 | $12,275 | ||
| Debt | $8,434 | $6,911 | ||
| Less: Derivative assets and liabilities, net(5) | $339 | $487 | ||
| Invested capital | $20,402 | $18,699 | ||
| Core ROIC for compensation purposes | 12.4% | 9.5% | ||
| (1) | Certain of the amounts presented for 2022 have been recast as appropriate to reflect the constant-currency rates effective in 2025. |
| (2) | Refer to the reconciliation of income before income taxes as reported in our GAAP results to core income before income taxes within the “Reconciliation of non-GAAP measures.” |
| (3) | Amount represents interest expense as reported in our GAAP results less an immaterial amount for acquisition related interest expense. |
| (4) | Income tax amounts are calculated based on a tax rate of 21%. |
| (5) | Amount represents the fair value of derivative instruments reflected within current assets and non-current assets less the fair value of derivative instruments reflected within current liabilities and non-current liabilities. |
| 114 | CORNING 2026 PROXY STATEMENT |
Three Months and Year Ended December 31, 2025
| Three months ended December 31, 2025 · Year ended December 31, 2025 | ||
|---|---|---|
| Core operating income(1) | $891 | $3,160 |
| Core equity earnings in affiliated companies(2) | $8 | $16 |
| Core income before income interest and taxes | $899 | $3,176 |
| Less: Income tax(3) | $163 | $607 |
| Core operating income tax adjusted(4) | $736 | $2,569 |
| Equity | $12,307 | $12,307 |
| Debt | $8,434 | $8,434 |
| Invested capital | $20,741 | $20,741 |
| Core ROIC | 14.2% | 12.4% |
| (1) | Refer to the reconciliation of operating income as reported in our GAAP results to core operating income within the “Reconciliation of non-GAAP measures.” |
| (2) | Equity earnings in affiliated companies as reflected within other income (expense), net in the consolidated statements of income was $4 million for the three months ended December 31, 2025 and a loss of $7 million for the year ended December 31, 2025. The difference between equity earnings in affiliated companies as reported in our GAAP results and as reflected as a non-GAAP core performance measure is an adjustment for constant currency reporting, as described within “Core Performance Measures.” For the year ended December 31, 2025, the difference also included an adjustment of $12 million for restructuring charges associated with an affiliated company as described within the “Reconciliation of non-GAAP measures.” |
| (3) | Income tax amounts are calculated based on the core effective tax rate of 18.1% for the three months ended December 31, 2025 and 19.1% for the year ended December 31, 2025. |
| (4) | Core ROIC for the three months ended December 31, 2025 is calculated by annualizing the after-tax return for the period. |
| CORNING 2026 PROXY STATEMENT | 115 |
|---|
Three Months and Year Ended December 31, 2023
| Three months ended December 31, 2023 · Year ended December 31, 2023 | ||
|---|---|---|
| Core operating income(1) | $534 | $2,243 |
| Core equity earnings in affiliated companies(2) | $12 | $43 |
| Core income before income interest and taxes | $546 | $2,286 |
| Less: Income tax(3) | $117 | $473 |
| Core operating income tax adjusted(4) | $429 | $1,813 |
| Equity | $11,868 | $11,868 |
| Debt | $7,526 | $7,526 |
| Invested capital | $19,394 | $19,394 |
| Core ROIC | 8.8% | 9.3% |
| (1) | Refer to the reconciliation of operating income as reported in our GAAP results to core operating income within the “Reconciliation of non-GAAP measures.” |
| (2) | Equity earnings in affiliated companies as reflected within other income (expense), net in the consolidated statements of income (loss) was $8 million for the three months ended December 31, 2023 and $33 million for the year ended December 31, 2023. The difference between equity earnings in affiliated companies as reported in our GAAP results and as reflected as a non-GAAP core performance measure is an adjustment for constant currency reporting, as described within “Core Performance Measures.” |
| (3) | Income tax amounts are calculated based on the core effective tax rate of 21.5% for the three months ended December 31, 2023 and 20.7% for the year ended December 31, 2023. |
| (4) | Core ROIC for the three months ended December 31, 2023 is calculated by annualizing the after-tax return for the period. |
| 116 | CORNING 2026 PROXY STATEMENT |
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Corning Incorporated
One Riverfront Plaza
Corning, NY 14831-0001
U.S.A.
www.corning.com
© 2026 Corning Incorporated. All Rights Reserved.
*CORNING INCORPORATED
ATTN: MELISSA GAMBOL
ONE RIVERFRONT PLAZA, HQ E2-10
CORNING, NY 14831*
SCAN TO VIEW MATERIALS & VOTE
VOTE BY INTERNET
*Before The Meeting -*Go towww.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 29, 2026 for shares held directly and by 11:59 p.m. Eastern Time on April 27, 2026 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting- Go towww.virtualshareholdermeeting.com/GLW2026
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
**VOTE BY PHONE - 1-800-690-6903
**Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April 29, 2026 for shares held directly and by 11:59 p.m. Eastern Time on April 27, 2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
**VOTE BY MAIL
**Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
|---|---|
| V86367-P41946-Z91709 | KEEP THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY | |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | |
CORNING INCORPORATED
| The Board of Directors recommends you vote FOR the following proposals: | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1. | Election of 10 Directors | |||||||
| Nominees: | For | Against | Abstain | |||||
| 1a. | Ami Badani | ☐ | ☐ | ☐ | ||||
| 1b. | Leslie A. Brun | ☐ | ☐ | ☐ | ||||
| 1c. | Stephanie A. Burns | ☐ | ☐ | ☐ | ||||
| 1d. | Pamela J. Craig | ☐ | ☐ | ☐ | ||||
| 1e. | Robert F. Cummings, Jr. | ☐ | ☐ | ☐ | ||||
| 1f. | Roger W. Ferguson, Jr. | ☐ | ☐ | ☐ | ||||
| 1g. | Thomas D. French | ☐ | ☐ | ☐ | ||||
| 1h. | Daniel P. Huttenlocher | ☐ | ☐ | ☐ | ||||
| 1i. | Kevin J. Martin | ☐ | ☐ | ☐ | ||||
| 1j. | Wendell P. Weeks | ☐ | ☐ | ☐ | ||||
| For | Against | Abstain | ||
| 2. | Advisory approval of our executive compensation (Say on Pay) | ☐ | ☐ | ☐ |
| 3. | Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm | ☐ | ☐ | ☐ |
| The Board of Directors recommends you vote AGAINST the following proposal: | For | Against | Abstain | |
| 4. | Request to adopt an independent chair policy | ☐ | ☐ | ☐ |
| NOTE: Please sign EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title. | |||
|---|---|---|---|
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
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▼PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
V86368-P41946-Z91709
Proxy — Corning Incorporated
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2026 MEETING OF SHAREHOLDERS
APRIL 30, 2026
The undersigned hereby appoints Lewis A. Steverson and Wendell P. Weeks and each of them, proxies with full power of substitution, to vote as designated on the reverse side, on behalf of the undersigned all shares of stock which the undersigned may be entitled to vote at the Meeting of Shareholders of Corning Incorporated on April 30, 2026, and any adjournments thereof, with all powers that the undersigned would possess if personally present. In their discretion, the proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any adjournments or postponements thereof.
If you are a current or former employee of Corning Incorporated and own shares of Corning common stock through a Corning Incorporated benefit plan, share ownership as of March 2, 2026 is shown on this proxy card. Your vote will provide voting instructions to the trustees of the plans. If no instructions are given, the trustees will vote shares as described in the proxy statement.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE OTHER MATTERS REFERRED TO ON THE REVERSE SIDE HEREOF.
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