GLW 10-K Annual Report Dec. 31, 2017 | Alphaminr
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GLW 10-K Fiscal year ended Dec. 31, 2017

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CORNING INC /NY
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial Data (unaudited)Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RisksItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Framework Agreement, dated as ofOctober22, 2013, by and among Samsung Display Co., Ltd.; Corning Incorporated and the other parties thereto.(Incorporated by reference to Exhibit 10.65 to Cornings Form 10-K filed onFebruary10, 2014, as amended by its Form 10-K/A filed onMarch21, 2014).The Company has omitted certain schedules, exhibits and similar attachments to the Framework Agreement pursuant to Item601(b)(2) of Regulation S-K. 2.2 Transaction Agreement, datedDecember10, 2015, by and between Corning Incorporated, The Dow Chemical Company, Dow Corning Corporation and HS Upstate Inc. (Incorporated by reference to Exhibit 1.1 of Cornings Form 8-K filed onDecember11, 2015). 2.3 Assignment Agreement, dated as ofDecember29, 2015, between Samsung Display Co., Ltd., Corning Incorporated, Corning Precision Materials Co., Ltd., and Corning Luxembourg S.r.l., Corning Hungary Data Services Limited Liability Company, Corning Japan K.K., and Samsung Corning Advanced Glass LLC (Incorporated by reference to Exhibit 2.1 of Cornings Form 8-K filed onDecember29, 2015). 3 (i) Restated Certificate of Incorporation datedApril27, 2012, filed with the Secretary of State of the State of New York onApril27, 2012 (Incorporated by reference to Exhibit 3(i) 1 of Cornings Form 8-K filed onMay1, 2012). 3 (i)(1) Certificate of Amendment to the Restated Certificate of Incorporation datedJanuary14, 2014, filed with the Secretary of State of the State of New York onJanuary14, 2014 (Incorporated by reference to Exhibit 3.1 of Cornings Form 8-K filed onJanuary15, 2014). 3 (ii) Amended and Restated By-Laws of Corning Incorporated, effective as ofDecember7, 2015(Incorporated by reference to Exhibit 3(ii) of Cornings Form 8-K filedDecember7, 2015). 4.1 Indenture, datedNovember8, 2000, by and between the Company and of The Bank of New York Mellon Trust Company, N.A. (successor to J. P. Morgan Chase & Co., formerly The Chase Manhattan Bank), as trustee (Incorporated by reference to Exhibit 4.01 to Cornings Registration Statement on Form S-3, Registration Statement No. 333-57082).The Company agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt. 4.2 Form of certificate for shares of the common stock (Incorporated by reference to Exhibit 4.4 to Cornings registration statement on Form S-8 datedMay7, 2010 (Registration Statement No. 333-166642)).The terms of the Companys Fixed Rate Cumulative Convertible Preferred Stock, Series A are reflected in theCertificate of Amendment to the Restated Certificate of Incorporation datedJanuary14, 2014, filed with the Secretary of State of the State of New York onJanuary14, 2014 and included as Exhibit 3(i)(1) hereto. 4.3 Shareholder Agreement, dated as ofOctober22, 2013, by and between Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.66 to Cornings Form 10-K filed onFebruary10, 2014, as amended by its Form 10-K/A filed onMarch21, 2014). 4.4 Standstill Agreement, dated as ofOctober22, 2013, by and among Samsung Electronics Co., Ltd., Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.67 to Cornings Form 10-K filed onFebruary10, 2014, as amended by its Form 10-K/A filed onMarch21, 2014). 10.1 2000 Employee Equity Participation Program and 2003 Amendments (Incorporated by reference to Exhibit 1 of Corning Proxy Statement, Definitive 14A filedMarch10, 2003 forApril24, 2003 Annual Meeting of Shareholders). 10.2 2003 Variable Compensation Plan (Incorporated by reference to Exhibit 2 of Corning Proxy Statement, Definitive 14A filedMarch10, 2003 forApril24, 2003 Annual Meeting of Shareholders). 10.3 2003 Equity Plan for Non-Employee Directors (Incorporated by reference to Exhibit 3 of Corning Proxy Statement, Definitive 14A filedMarch10, 2003 forApril24, 2003 Annual Meeting of Shareholders). 10.13 2005 Employee Equity Participation Program (Incorporated by reference to Exhibit I of Corning Proxy Statement, Definitive 14A filedMarch1, 2005 forApril28, 2005 Annual Meeting of Shareholders). 10.14 2006 Variable Compensation Plan (Incorporated by reference to Appendix J of Corning Proxy Statement, Definitive 14A filedMarch8, 2006 forApril27, 2006 Annual Meeting of Shareholders). 10.15 Amended 2003 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix K of Corning Proxy Statement, Definitive 14A filedMarch8, 2006 forApril27, 2006 Annual Meeting of Shareholders). 10.16 Amended Corning Incorporated 2003 Equity Plan for Non-Employee Directors effectiveOctober4, 2006 (Incorporated by reference to Exhibit 10.28 of Cornings Form 10-K filedFebruary27, 2007). 10.17 Amended Corning Incorporated 2005 Employee Equity Participation Program effectiveOctober4, 2006 (Incorporated by reference to Exhibit 10.29 of Cornings Form 10-K filedFebruary27, 2007). 10.18 Form of Corning Incorporated Incentive Stock Plan Agreement for Restricted Stock Grants, amended effectiveDecember6, 2006 (Incorporated by reference to Exhibit 10.30 of Cornings Form 10-K filedFebruary27, 2007). 10.19 Executive Supplemental Pension Plan effectiveFebruary7, 2007 and signedFebruary12, 2007 (Incorporated by reference to Exhibit 10.31 of Cornings Form 10-K filedFebruary27, 2007). 10.20 Executive Supplemental Pension Plan as restated and signedApril10, 2007 (Incorporated by reference to Exhibit 10 of Cornings Form 10-Q filedApril27, 2007). 10.21 Amendment No. 1 to 2006 Variable Compensation Plan datedOctober3, 2007 (Incorporated by reference to Exhibit 10.34 of Cornings Form 10-K filedFebruary15, 2008). 10.22 Corning Incorporated Goalsharing Plan datedOctober3, 2007 (Incorporated by reference to Exhibit 10.35 of Cornings Form 10-K filedFebruary15, 2008). 10.23 Corning Incorporated Performance Incentive Plan datedOctober3, 2007 (Incorporated by reference to Exhibit 10.36 of Cornings Form 10-K filedFebruary15, 2008). 10.24 Amendment No. 1 to Deferred Compensation Plan for Directors datedOctober3, 2007 (Incorporated by reference to Exhibit 10.37 of Cornings Form 10-K filedFebruary15, 2008). 10.25 Corning Incorporated Supplemental Pension Plan datedOctober3, 2007 (Incorporated by reference to Exhibit 10.38 of Cornings Form 10-K filedFebruary15, 2008). 10.26 Corning Incorporated Supplemental Investment Plan datedOctober3, 2007 (Incorporated by reference to Exhibit 10.39 of Cornings Form 10-K filedFebruary15, 2008). 10.27 Form of Corning Incorporated Incentive Stock Plan Agreement for Restricted Stock Grants, amended effectiveDecember5, 2007 (Incorporated by reference to Exhibit 10.40 of Cornings Form 10-K filedFebruary15, 2008). 10.28 Form of Corning Incorporated Non-Qualified Stock Option Agreement, amended effectiveDecember5, 2007 (Incorporated by reference to Exhibit 10.41 of Cornings Form 10-K filedFebruary15, 2008). 10.29 Amendment No. 2 datedFebruary13, 2008 and Amendment dated as ofFebruary1, 2004 to Letter of Understanding between Corning Incorporated and Wendell P. Weeks, and Letter of Understanding datedApril23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.42 of Cornings Form 10-K filedFebruary15, 2008). 10.30 Form of Change in Control Agreement Amendment No. 2, effectiveDecember5, 2007 (Incorporated by reference to Exhibit 10.43 of Cornings Form 10-K filedFebruary15, 2008). 10.31 Form of Officer Severance Agreement Amendment, effectiveDecember5, 2007 (Incorporated by reference to Exhibit 10.44 of Cornings Form 10-K filedFebruary15, 2008). 10.32 Amendment No. 1 to Corning Incorporated Supplemental Investment Plan, approvedDecember17, 2007 (Incorporated by reference to Exhibit 10.45 of Cornings Form 10-K filedFebruary15, 2008). 10.33 Amendment No. 1 to Corning Incorporated Supplemental Pension Plan, approvedDecember17, 2007 (Incorporated by reference to Exhibit 10.46 of Cornings Form 10-K filedFebruary15, 2008). 10.34 Amendment No. 1 to Corning Incorporated Executive Supplemental Pension Plan, approvedDecember17, 2007 (Incorporated by reference to Exhibit 10.47 of Cornings Form 10-K filedFebruary15, 2008). 10.35 Second Amended 2005 Employee Equity Participation Program (Incorporated by reference to Exhibit 10 of Cornings Form 8-K filedApril25, 2008). 10.36 Amendment No. 2 to Executive Supplemental Pension Plan effectiveJuly16, 2008 (Incorporated by reference to Exhibit 10 of Cornings Form 10-Q filedJuly30, 2008). 10.37 Form of Corning Incorporated Non-Qualified Stock Option Agreement effective as ofDecember3, 2008 (Incorporated by reference to Exhibit 10.50 of Cornings Form 10-K filedFebruary24, 2009). 10.38 Form of Corning Incorporated Incentive Stock Right Agreement effective as ofDecember3, 2008 (Incorporated by reference to Exhibit 10.51 of Cornings Form 10-K filedFebruary24, 2009). 10.39 Form of Corning Incorporated Incentive Stock Plan Agreement for Restricted Stock Grants effectiveDecember3, 2008 (Incorporated by reference to Exhibit 10.52 of Cornings Form 10-K filedFebruary24, 2009). 10.40 Form of Change of Control Agreement Amendment No. 3 effectiveDecember19, 2008 (Incorporated by reference to Exhibit 10.53 of Cornings Form 10-K filedFebruary24, 2009). 10.41 Form of Officer Severance Agreement Amendment No. 2 effectiveDecember19, 2008 (Incorporated by reference to Exhibit 10.54 of Cornings Form 10-K filedFebruary24, 2009). 10.42 Amendment No. 3 datedDecember19, 2008 to Letter of Understanding datedApril23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.55 of Cornings Form 10-K filedFebruary24, 2009). 10.43 Amendment No. 2 to Corning Incorporated Supplemental Investment Plan approvedApril29, 2009 (Incorporated by reference to Exhibit 10.1 of Cornings Form 10-Q filedJuly29, 2009). 10.44 Amendment No. 2 to Deferred Compensation Plan datedApril29, 2009 (Incorporated by reference to Exhibit 10.2 of Cornings Form 10-Q filedJuly29, 2009). 10.45 Amendment No. 2 to 2006 Variable Compensation Plan datedDecember2, 2009 (Incorporated by reference to Exhibit 10.58 of Cornings Form 10-K filedFebruary10, 2010). 10.46 Form of Corning Incorporated Cash Performance Unit Agreement, effectiveDecember2, 2009 (Incorporated by reference to Exhibit 10.59 of Cornings Form 10-K filedFebruary10, 2010). 10.47 Form of Corning Incorporated Incentive Stock Right Agreement for Time-Based Restricted Stock Units, effectiveDecember2, 2009 (Incorporated by reference to Exhibit 10.60 of Cornings Form 10-K filedFebruary10, 2010). 10.48 2010 Variable Compensation Plan (Incorporated by reference to Appendix A of Cornings Proxy Statement, Definitive 14A filedMarch15, 2010 forApril29, 2010 Annual Meeting of Shareholders). 10.49 2010 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filedMarch15, 2010 forApril29, 2010 Annual Meeting of Shareholders). 10.50 Amendment No. 2 to Corning Incorporated Supplemental Pension Plan datedDecember18, 2008 (Incorporated by reference to Exhibit 10.66 of Cornings Form 10-K filedFebruary10, 2011). 10.51 Form of Corning Incorporated Incentive Stock Right Agreement for Time-Based Incentive Stock Rights, effectiveJanuary3, 2011 (Incorporated by reference to Exhibit 10.67 of Cornings Form 10-K filedFebruary10, 2011). 10.52 Form of Corning Incorporated Cash Performance Unit Agreement, effectiveJanuary3, 2011 (Incorporated by reference to Exhibit 10.68 of Cornings Form 10-K filedFebruary10, 2011). 10.53 Amendment No. 2 to Deferred Compensation Plan for Directors datedFebruary1, 2012 (Incorporated by reference to Exhibit 10.62 of Cornings Form 10-K filedFebruary13, 2012). 10.54 Amendment No. 3 to Corning Incorporated Executive Supplemental Pension Plan effectiveDecember31, 2008 (Incorporated by reference to Exhibit 10.59 of Cornings Form 10-K filedFebruary13, 2013). 10.55 2012 Long-Term Incentive Plan (Incorporated by reference to Appendix A of Corning Proxy Statement, Definitive 14A filedMarch13, 2012, forApril26, 2012 Annual Meeting of Shareholders). 10.56 Amendment No. 3 to Deferred Compensation Plan for Directors datedDecember28, 2012 (Incorporated by reference to Exhibit 10.61 of Cornings Form 10-K filedFebruary13, 2013). 10.57 Amendment No. 4 to Corning Incorporated Executive Supplemental Pension Plan effectiveDecember31, 2012 (Incorporated by reference to Exhibit 10.62 of Cornings Form 10-K filedFebruary13, 2013). 10.58 Form of Corning Incorporated Cash Performance Unit Agreement, effectiveJanuary1, 2014 (Incorporated by reference to Exhibit 10.69 to Cornings Form 10-K filed onFebruary10, 2014, as amended by its Form 10-K/A filed onMarch21, 2014). 10.59 Amendment No. 4 to Deferred Compensation Plan for Directors datedSeptember30, 2014 (Incorporated by reference to Exhibit 10.1 of Cornings Form 10-Q filed onOctober29, 2014). 10.60 Amended and Restated Credit Agreement dated as ofSeptember30, 2014, among Corning Incorporated, JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America, N.A., Deutsche Bank AG New York Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, Barclays Bank PLC, Goldman Sachs Bank USA, Wells Fargo Bank, National Association, Bank of China New York Branch, and The Bank of New York Mellon (Incorporated by reference to Exhibit 10.1 to Cornings Form 8-K filed onOctober3, 2014). 10.61 2014 Variable Compensation Plan (Incorporated by reference to Appendix B of Cornings Proxy Statement, Definitive 14A filedMarch13, 2014 for theApril29, 2014 Annual Meeting of Shareholders). 10.62 Form of Corning Incorporated Incentive Stock Rights Agreement, effectiveJanuary1, 2015(Incorporated by reference to Exhibit 10.64 of Cornings Form 10-K filedFebruary13, 2015). 10.63 Form of Corning Incorporated Cash Performance Unit Agreement, effectiveJanuary1, 2015(Incorporated by reference to Exhibit 10.65 of Cornings Form 10-K filedFebruary13, 2015). 10.64 Form of Officer Severance Agreement dated as ofJanuary1, 2015 between Corning Incorporated and each of the following individuals: Martin J. Curran; Eric S. Musser; Christine M. Pambianchi; and R. Tony Tripeny (Incorporated by reference to Exhibit 10.1 of Cornings Form 10-Q filedJuly30, 2015). 10.65 Form of Change in Control Agreement dated as ofJanuary1, 2015 between Corning Incorporated and each of the following individuals: Martin J. Curran; Eric S. Musser; Christine M. Pambianchi; and R. Tony Tripeny (Incorporated by reference to Exhibit 10.2 of Cornings Form 10-Q filedJuly30, 2015). 10.66 Master Confirmation Uncollared Accelerated Share Repurchase, datedOctober28, 2015 by and between Morgan Stanley & Co. LLC and Corning Incorporated (Incorporated by reference to Exhibit 10.67 of Cornings Form 10-K filedFebruary12, 2016). 10.67 Tax Matters Agreement, datedDecember10, 2015, by and between Corning Incorporated, The Dow Chemical Company, Dow Corning Corporation and HS Upstate Inc. (Incorporated by reference to Exhibit 1.2 of Cornings Form 8-K filed onDecember11, 2015). 10.68 Form of Corning Incorporated Incentive Stock Rights Agreement, effectiveJanuary1, 2016(Incorporated by reference to Exhibit 10.69 of Cornings Form 10-K filedFebruary12, 2016). 10.69 Form of Corning Incorporated Cash Performance Unit Agreement, effectiveJanuary1, 2016(Incorporated by reference to Exhibit 10.70 of Cornings Form 10-K filedFebruary12, 2016). 10.70 Master Confirmation Uncollared Accelerated Share Repurchase (Incorporated by reference to Exhibit 10.1 to Cornings Form 10-Q filed onOctober27, 2016). 10.71 Form of Corning Incorporated Incentive Stock Rights Agreement for Employees, effectiveJanuary1, 2017 (Incorporated by reference to Exhibit 10.71 of Cornings Form 10-K filedFebruary6, 2017). 10.72 Form of Corning Incorporated Cash Performance Unit Agreement, effectiveJanuary1, 2017 (Incorporated by reference to Exhibit 10.72 of Cornings Form 10-K filedFebruary6, 2017). 10.73 Form of Corning Incorporated Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (for grants made under the 2012 Equity Plan for Non-Employee Directors), effectiveJanuary1, 2017 (Incorporated by reference to Exhibit 10.73 of Cornings Form 10-K filedFebruary6, 2017). 10.74 Form of Corning Incorporated Incentive Stock Rights Agreement for Employees, effectiveJanuary1, 2018. 10.75 Form of Corning Incorporated Cash Performance Unit Agreement, effectiveJanuary1, 2018. 12 Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 14 Corning Incorporated Code of Ethics for Chief Executive Officer and Financial Executives, and Code of Conduct for Directors and Executive Officers (Incorporated by reference to Appendix G of Corning Proxy Statement, Definitive 14A filedMarch13, 2012 forApril26, 2012 Annual Meeting of Shareholders). 21 Subsidiaries of the Registrant at December31, 2017. 23 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1 Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.