CORNING INC /NY (GLW)

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

Corning Incorporated and its consolidated subsidiaries are hereinafter sometimes referred to as the “Company,” the “Registrant,” “Corning,” “we,” “our,” or “us.”

This report contains forward-looking statements that involve a number of risks and uncertainties. These statements relate to plans, objectives, expectations and estimates and may contain words such as “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “seek,” “see,” “would,” “target,” “estimate,” “forecast,” or similar expressions. Actual results could differ materially from what is expressed or forecasted in forward-looking statements. Some of the factors that could contribute to these differences include those discussed under “Forward-Looking Statements,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report.

ORGANIZATION OF INFORMATION

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) was prepared to provide a historical and prospective narrative on our financial condition and results of operations through the eyes of management and should be read in conjunction with our consolidated financial statements and the accompanying notes to those financial statements and our MD&A of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).

Our MD&A is organized as follows:

•Overview and Outlook

•Results of Operations

•Segment Analysis

•Core Performance Measures

•Liquidity and Capital Resources

•Environment

•Critical Accounting Estimates

•Forward-Looking Statements

OVERVIEW AND OUTLOOK

Corning is one of the world’s leading innovators in materials science, with a 175-year track record of life-changing inventions. Corning applies its unparalleled expertise in glass science, ceramic science, and optical physics, along with its deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance people’s lives. Corning succeeds through sustained investment in RD&E, a unique combination of material and process innovation, and deep, trust-based relationships with customers who are global leaders in their industries. Corning’s capabilities are versatile and synergistic, which allows the company to evolve to meet changing market needs, while also helping its customers capture new opportunities in dynamic industries. Today, Corning’s markets include optical communications, mobile consumer electronics, display, automotive, solar, semiconductors, and life sciences.

Corning’s industry-leading products include damage-resistant cover materials for mobile devices and precision glass for advanced displays; optical fiber, cable and connectivity solutions for advanced communications networks, such as fiber to the home and data centers, enabling artificial intelligence and connections around the world; trusted products to accelerate drug discovery and delivery; clean-air technologies and technical glass for cars and trucks; and polysilicon materials and products for semiconductor and solar applications.

In the third quarter of 2023, we introduced our Springboard plan to grow sales and enhance our profitability base and launched our plan with an annualized sales run rate of $13 billion. Over the past two and a half years, we have significantly grown annualized sales and expanded 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.

As we continue to execute our Springboard strategy, we intend to pursue additional growth opportunities while focusing on profitable growth, higher returns on invested capital, and increased free cash flow generation. We expect to invest in capacity expansion and technology capabilities where appropriate to support customer demand and our long-term strategic objectives, while maintaining disciplined capital allocation and risk-sharing approaches designed to support attractive returns, even as we invest to capture additional growth.

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RESULTS OF OPERATIONS

The following table presents selected highlights from our operations (in millions):

Net sales

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

For the six months ended June 30, 2026, net sales increased $1.3 billion, or 18% when compared to the same period in 2025. This was primarily driven by an increase in sales for optical communication products of $997 million and polycrystalline silicon and solar products of $371 million.

Cost of sales / Gross margin

The types of expenses included in cost of sales are: raw materials consumption, including direct and indirect materials; salaries, wages and benefits; depreciation and amortization; production utilities; production-related purchasing; warehousing (including receiving and inspection); repairs and maintenance; inter-location inventory transfer costs; production and warehousing facility property insurance; rent for production facilities; freight and logistics costs; and other production overhead.

For the three months ended June 30, 2026, cost of sales increased $407 million, or 16%, when compared to the same period in 2025, primarily driven by the increase in net sales as discussed above. Gross margin increased $236 million, or 17% and remained consistent as a percentage of sales 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.

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For the six months ended June 30, 2026, cost of sales increased $785 million, or 17%, when compared to the same period in 2025, primarily driven by the increase in net sales as discussed above. Gross margin increased $550 million, or 21%, and remained consistent as a percentage of sales 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.

Selling, general and administrative expenses

The types of expenses included in selling, general and administrative expenses are: salaries, wages and benefits, including variable compensation and share-based compensation expense; travel; sales commissions; professional fees; and depreciation and amortization, utilities and rent for administrative facilities.

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

Research, development and engineering expenses

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

Translated earnings contract gain, net

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, Mexican peso, Chinese yuan, South Korean won, euro and New Taiwan dollar and its impact on net income.

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

(1)For the three and six months ended June 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 $68 million and $108 million, respectively, related to the premiums of expired option contracts.

(2)For the three and six months ended June 30, 2026, amount excludes $4 million and $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.

(3)For the three and six months ended June 30, 2026, amount excludes pre-tax gain of $6 million, related to forward contracts for the settlement of €300 million euro-denominated debt, which was reflected within investing activities on the consoli

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) was prepared to provide a historical and prospective narrative on our financial condition and results of operations through the eyes of management and should be read in conjunction with our consolidated financial statements and the accompanying notes to those financial statements. The discussion and analysis of the 2024 to 2023 year-over-year changes are not included herein and can be found in “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Our MD&A is organized as follows:

•Overview

•Results of Operations

•Segment Analysis

•Core Performance Measures

•Liquidity and Capital Resources

•Environment

•Critical Accounting Estimates

•New Accounting Standards

•Forward-Looking Statements

OVERVIEW

Corning is vital to progress – in the industries we help advance and in the world we share. With a 175-year track record of life-changing inventions, Corning applies its unparalleled expertise in glass science, ceramic science and optical physics, 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.

Our capabilities are versatile and synergistic, allowing Corning to evolve to meet changing market needs, while also helping customers capture new opportunities in dynamic industries. Today, Corning’s markets include optical communications, display, mobile consumer electronics, automotive, life sciences, semiconductors and solar. Corning’s industry-leading products include damage-resistant cover materials for mobile devices; precision glass for advanced displays; optical fiber, cable and connectivity solutions for advanced communications networks, such as fiber to the home and data centers, enabling artificial intelligence and connections around the world; trusted products to accelerate drug discovery and delivery; and clean-air technologies and technical glass for cars and trucks.

In the third quarter of 2023, we introduced our Springboard plan to grow sales and enhance our profitability base. We communicated a high-confidence plan to add $3 billion in incremental annualized core sales by the end of 2026 (as compared to our Springboard starting point), and in March 2025 we upgraded this high-confidence plan to $4 billion. We also set a core operating margin target of 20% by the end of 2026. The fourth quarter of 2025 marked the second anniversary of our Springboard plan, and we believe it has been a tremendous success to date. Since its launch, we have added significant annualized core sales and expanded our core operating margin, and as of the fourth quarter of 2025, we achieved both our growth and profitability targets a full year ahead of plan. Our achievement of both of these key milestones ahead of schedule serves as an example of how we have transformed the Company’s financial profile over the last two years. Overall, we believe we have established a firm foundation from which to launch future profitable growth. We see remarkable demand for our innovations and manufacturing capabilities, which we believe will lead to additional growth opportunities through 2026 and beyond. We therefore expect to increase both our capacity and technology capabilities as required to achieve our goals, while sharing risk appropriately to achieve the returns that underpin our Springboard plan.

2026 Corporate Outlook

For the first quarter of 2026, we expect core net sales in the range of approximately $4.2 billion to $4.3 billion.

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RESULTS OF OPERATIONS

The following table presents selected highlights from our operations (in millions):

*Not Meaningful

Net Sales

Net sales for the year ended December 31, 2025 increased by $2.5 billion, or 19%, when compared to the same period in 2024. The increase was primarily driven by an increase in sales for optical communications products of $1.6 billion, polycrystalline silicon products and solar module sales of $348 million, display products of $238 million, specialty material products of $194 million and automotive products of $73 million. Refer to the “Segment Analysis” section of our MD&A below for a discussion of net sales by segment.

In 2025 and 2024, sales in international markets accounted for 57% and 61% of total net sales, respectively.

Cost of Sales / Gross Margin

The types of expenses included in cost of sales are: raw materials consumption, including direct and indirect materials; salaries, wages and benefits; depreciation and amortization; production utilities; production-related purchasing; warehousing (including receiving and inspection); repairs and maintenance; inter-location inventory transfer costs; production and warehousing facility property insurance; rent for production facilities; freight and logistics costs; and other production overhead.

Cost of sales increased by $1.2 billion, or 13%, when compared to the same period in 2024, primarily driven by the increase in net sales, as discussed above. Gross margin increased by $1.3 billion, or 31% and gross margin as a percentage of net sales increased by 3 percentage points when compared to 2024 driven by higher volume and the impact of actions taken by management to improve profitability, including raising prices, reducing costs and increasing productivity.

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Selling, General and Administrative Expenses

The types of expenses included in selling, general and administrative expenses are: salaries, wages and benefits, including variable compensation and share-based compensation expense; travel; sales commissions; professional fees; and depreciation and amortization, utilities and rent for administrative facilities.

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

Research, Development and Engineering Expenses

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

Translated earnings contract gain, net

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, Mexican peso and euro, and its impact on net income.

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

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

(2)For the year ended December 31, 2025, amount excludes $5 million gain related to forward contracts designated as a 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 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, New Taiwan dollar and Mexican peso-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, New Taiwan dollar and Chinese yuan-denominated hedges, partially offset by unrealized gains from our euro-denominated hedges.

Income before income taxes

Income before income taxes increased $1.2 billion as compared to 2024, driven by an increase in operating income of $1.1 billion as a result of the increase in gross margin, as discussed above, partially offset by the increase in selling, general and administrative expenses, as discussed above.

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Provision for Income Taxes

For the year ended December 31, 2025, the effective tax rate differed from the U.S. statutory rate of 21% primarily due to foreign tax credits, foreign derived intangible income, share-based compensation and nontaxable government incentives, partially offset by withholding taxes and changes in unrecognized tax benefits.

For the year ended December 31, 2024, the effective tax rate differed from the U.S. statutory rate of 21% primarily due to non-deductible items, including the release of cumulative translation losses and changes in tax reserves, partially offset by non-taxable items, tax credits generated, foreign derived intangible income and changes in valuation allowance assessments.

The effective tax rate for the year ended December 31, 2025 decreased compared to the year ended December 31, 2024 primarily due to the impact of changes in pretax earnings, foreign derived intangible income, release of cumulative translation losses and share-based compensation.

Refer to Note 15 (Income Taxes) in the accompanying notes to the consolidated financial statements for further details regarding income tax matters.

In Dec

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