GLW 10-K Annual Report Dec. 31, 2021 | Alphaminr
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GLW 10-K Fiscal year ended Dec. 31, 2021

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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 ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For RegistrantItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. ManagementItem 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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. ExhibitsItem 16. Form 10-k Summary

Exhibits

2.1 Framework Agreement, dated as of October22, 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 on February10, 2014, as amended by its Form 10-K/A filed on March21, 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, dated December10, 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 on December11, 2015). 2.3 Assignment Agreement, dated as of December29, 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 on December29, 2015). 3.1 Restated Certificate of Incorporation dated April27, 2012, filed with the Secretary of State of the State of New York on April27, 2012 (Incorporated by reference to Exhibit 3(i) 1 of Cornings Form 8-K filed on May1, 2012). 3.2 Certificate of Amendment to the Restated Certificate of Incorporation dated January14, 2014, filed with the Secretary of State of the State of New York on January14, 2014 (Incorporated by reference to Exhibit 3.1 of Cornings Form 8-K filed on January15, 2014). 3.3 Amended and Restated By-Laws of Corning Incorporated, effective as of February 2, 2022(Incorporated by reference to Exhibit 3.1 of Cornings Form 8-K filed February 3, 2022). 4.1 Indenture, dated November8, 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. 333-251135). 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 dated May7, 2010 (Registration Statement No. 333-166642)). 4.3 Shareholder Agreement, dated as of October22, 2013, by and between Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.66 to Cornings Form 10-K filed on February10, 2014, as amended by its Form 10-K/A filed on March21, 2014 and further amended by the First Amendment to Shareholder Agreement, dated April 5, 2021, incorporated by reference to Exhibit 10.2 to Corning's Form 8-K filed on April 5, 2021). 4.4 Standstill Agreement, dated as of October22, 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 on February10, 2014, as amended by its Form 10-K/A filed on March21, 2014). 4.5 Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (Incorporated by reference to Exhibit 4.5 to Cornings Form 10-K filed on February 12, 2021.) 10.1 2000 Employee Equity Participation Program and 2003 Amendments (Incorporated by reference to Exhibit 1 of Corning Proxy Statement, Definitive 14A filed March10, 2003 for April24, 2003 Annual Meeting of Shareholders). 10.2 2003 Variable Compensation Plan (Incorporated by reference to Exhibit 2 of Corning Proxy Statement, Definitive 14A filed March10, 2003 for April24, 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 filed March10, 2003 for April24, 2003 Annual Meeting of Shareholders). 10.10 2005 Employee Equity Participation Program (Incorporated by reference to Exhibit I of Corning Proxy Statement, Definitive 14A filed March1, 2005 for April28, 2005 Annual Meeting of Shareholders). 10.11 2006 Variable Compensation Plan (Incorporated by reference to Appendix J of Corning Proxy Statement, Definitive 14A filed March8, 2006 for April27, 2006 Annual Meeting of Shareholders). 10.12 Amended 2003 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix K of Corning Proxy Statement, Definitive 14A filed March8, 2006 for April27, 2006 Annual Meeting of Shareholders). 10.13 Amended Corning Incorporated 2003 Equity Plan for Non-Employee Directors effective October4, 2006 (Incorporated by reference to Exhibit 10.28 of Cornings Form 10-K filed February27, 2007). 10.14 Amended Corning Incorporated 2005 Employee Equity Participation Program effective October4, 2006 (Incorporated by reference to Exhibit 10.29 of Cornings Form 10-K filed February27, 2007). 10.15 Form of Corning Incorporated Incentive Stock Plan Agreement for Restricted Stock Grants, amended effective December6, 2006 (Incorporated by reference to Exhibit 10.30 of Cornings Form 10-K filed February27, 2007). 10.16 Executive Supplemental Pension Plan effective February7, 2007 and signed February12, 2007 (Incorporated by reference to Exhibit 10.31 of Cornings Form 10-K filed February27, 2007). 10.17 Executive Supplemental Pension Plan as restated and signed April10, 2007 (Incorporated by reference to Exhibit 10 of Cornings Form 10-Q filed April27, 2007). 10.18 Amendment No. 1 to 2006 Variable Compensation Plan dated October3, 2007 (Incorporated by reference to Exhibit 10.34 of Cornings Form 10-K filed February14, 2008). 10.19 Corning Incorporated Goalsharing Plan dated October3, 2007 (Incorporated by reference to Exhibit 10.35 of Cornings Form 10-K filed February14, 2008). 10.20 Corning Incorporated Performance Incentive Plan dated October3, 2007 (Incorporated by reference to Exhibit 10.36 of Cornings Form 10-K filed February14, 2008). 10.21 Amendment No. 1 to Deferred Compensation Plan for Directors dated October3, 2007 (Incorporated by reference to Exhibit 10.37 of Cornings Form 10-K filed February14, 2008). 10.22 Corning Incorporated Supplemental Pension Plan dated October3, 2007 (Incorporated by reference to Exhibit 10.38 of Cornings Form 10-K filed February14, 2008). 10.23 Corning Incorporated Supplemental Investment Plan dated October3, 2007 (Incorporated by reference to Exhibit 10.39 of Cornings Form 10-K filed February14, 2008). 10.24 Form of Corning Incorporated Non-Qualified Stock Option Agreement, amended effective December5, 2007 (Incorporated by reference to Exhibit 10.41 of Cornings Form 10-K filed February14, 2008). 10.25 Amendment No. 2 dated February13, 2008 and Amendment dated as of February1, 2004 to Letter of Understanding between Corning Incorporated and Wendell P. Weeks, and Letter of Understanding dated April23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.42 of Cornings Form 10-K filed February14, 2008). 10.26 Form of Change in Control Agreement Amendment No. 2, effective December5, 2007 (Incorporated by reference to Exhibit 10.43 of Cornings Form 10-K filed February14, 2008). 10.27 Form of Officer Severance Agreement Amendment, effective December5, 2007 (Incorporated by reference to Exhibit 10.44 of Cornings Form 10-K filed February14, 2008). 10.28 Amendment No. 1 to Corning Incorporated Supplemental Investment Plan, approved December17, 2007 (Incorporated by reference to Exhibit 10.45 of Cornings Form 10-K filed February14, 2008). 10.29 Amendment No. 1 to Corning Incorporated Supplemental Pension Plan, approved December17, 2007 (Incorporated by reference to Exhibit 10.46 of Cornings Form 10-K filed February14, 2008). 10.30 Amendment No. 1 to Corning Incorporated Executive Supplemental Pension Plan, approved December17, 2007 (Incorporated by reference to Exhibit 10.47 of Cornings Form 10-K filed February14, 2008). 10.31 Second Amended 2005 Employee Equity Participation Program (Incorporated by reference to Exhibit 10 of Cornings Form 8-K filed April25, 2008). 10.32 Amendment No. 2 to Executive Supplemental Pension Plan effective July16, 2008 (Incorporated by reference to Exhibit 10 of Cornings Form 10-Q filed July30, 2008). 10.33 Form of Corning Incorporated Non-Qualified Stock Option Agreement effective as of December3, 2008 (Incorporated by reference to Exhibit 10.50 of Cornings Form 10-K filed February24, 2009). 10.34 Form of Change of Control Agreement Amendment No. 3 effective December19, 2008 (Incorporated by reference to Exhibit 10.53 of Cornings Form 10-K filed February24, 2009). 10.35 Form of Officer Severance Agreement Amendment No. 2 effective December19, 2008 (Incorporated by reference to Exhibit 10.54 of Cornings Form 10-K filed February24, 2009). 10.36 Amendment No. 3 dated December19, 2008 to Letter of Understanding dated April23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.55 of Cornings Form 10-K filed February24, 2009). 10.37 Amendment No. 2 to Corning Incorporated Supplemental Investment Plan approved April29, 2009 (Incorporated by reference to Exhibit 10.1 of Cornings Form 10-Q filed July29, 2009). 10.38 Amendment No. 2 to Deferred Compensation Plan dated April29, 2009 (Incorporated by reference to Exhibit 10.2 of Cornings Form 10-Q filed July29, 2009). 10.39 Amendment No. 2 to 2006 Variable Compensation Plan dated December2, 2009 (Incorporated by reference to Exhibit 10.58 of Cornings Form 10-K filed February10, 2010). 10.40 2010 Variable Compensation Plan (Incorporated by reference to Appendix A of Cornings Proxy Statement, Definitive 14A filed March15, 2010 for April29, 2010 Annual Meeting of Shareholders). 10.41 2010 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March15, 2010 for April29, 2010 Annual Meeting of Shareholders). 10.42 Amendment No. 2 to Corning Incorporated Supplemental Pension Plan dated December18, 2008 (Incorporated by reference to Exhibit 10.66 of Cornings Form 10-K filed February10, 2011). 10.43 Amendment No. 2 to Deferred Compensation Plan for Directors dated February1, 2012 (Incorporated by reference to Exhibit 10.62 of Cornings Form 10-K filed February13, 2012). 10.44 Amendment No. 3 to Corning Incorporated Executive Supplemental Pension Plan effective December31, 2008 (Incorporated by reference to Exhibit 10.59 of Cornings Form 10-K filed February13, 2013). 10.45 2021 Long-Term Incentive Plan (Incorporated by reference to Appendix Bof Corning Proxy Statement, Definitive 14A filed March18, 2021, for April29, 2021 Annual Meeting of Shareholders). 10.46 Amendment No. 3 to Deferred Compensation Plan for Directors dated December28, 2012 (Incorporated by reference to Exhibit 10.61 of Cornings Form 10-K filed February13, 2013). 10.47 Amendment No. 4 to Corning Incorporated Executive Supplemental Pension Plan effective December31, 2012 (Incorporated by reference to Exhibit 10.62 of Cornings Form 10-K filed February13, 2013). 10.48 Form of Corning Incorporated Cash Performance Unit Agreement, effective January1, 2014 (Incorporated by reference to Exhibit 10.69 to Cornings Form 10-K filed on February10, 2014, as amended by its Form 10-K/A filed on March21, 2014). 10.49 Amendment No. 4 to Deferred Compensation Plan for Directors dated September30, 2014 (Incorporated by reference to Exhibit 10.1 of Cornings Form 10-Q filed on October29, 2014). 10.51 Form of Corning Incorporated Incentive Stock Rights Agreement, effective January1, 2015 (Incorporated by reference to Exhibit 10.64 of Cornings Form 10-K filed February13, 2015). 10.52 Form of Corning Incorporated Cash Performance Unit Agreement, effective January1, 2015 (Incorporated by reference to Exhibit 10.65 of Cornings Form 10-K filed February13, 2015). 10.53 Form of Officer Severance Agreement dated as of January1, 2015 between Corning Incorporated and each of the following individuals: Eric S. Musser; Lewis A. Steversonand R. Tony Tripeny (Incorporated by reference to Exhibit 10.1 of Cornings Form 10-Q filed July30, 2015). 10.54 Form of Change in Control Agreement dated as of January1, 2015 between Corning Incorporated and each of the following individuals: Eric S. Musser; Lewis A. Steverson and R. Tony Tripeny (Incorporated by reference to Exhibit 10.2 of Cornings Form 10-Q filed July30, 2015). 10.55 Tax Matters Agreement, dated December10, 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 on December11, 2015). 10.56 Form of Corning Incorporated Incentive Stock Rights Agreement, effective January1, 2016 (Incorporated by reference to Exhibit 10.69 of Cornings Form 10-K filed February12, 2016). 10.57 Form of Corning Incorporated Cash Performance Unit Agreement, effective January1, 2016 (Incorporated by reference to Exhibit 10.70 of Cornings Form 10-K filed February12, 2016). 10.58 Form of Corning Incorporated Incentive Stock Rights Agreement for Employees, effective January1, 2017 (Incorporated by reference to Exhibit 10.71 of Cornings Form 10-K filed February6, 2017). 10.59 Form of Corning Incorporated Cash Performance Unit Agreement, effective January1, 2017 (Incorporated by reference to Exhibit 10.73of Cornings Form 10-K filed February6, 2017). 10.60 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), effective January1, 2017 (Incorporated by reference to Exhibit 10.74of Cornings Form 10-K filed February6, 2017). 10.61 Form of Corning Incorporated Incentive Stock Rights Agreement for Employees, effective January1, 2018 (Incorporated by reference to Exhibit 10.74 of Cornings Form 10-K filed February 15, 2018). 10.62 Form of Corning Incorporated Cash Performance Unit Agreement, effective January1, 2018 (Incorporated by reference to Exhibit 10.75 of Cornings Form 10-K filed February 15, 2018). 10.63 Credit Agreement dated as of August 15, 2018, among Corning Incorporated, JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Morgan Stanley Bank, N.A., MUFG Bank, Ltd., Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, 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 on August 15, 2018). 10.64 Corning Incorporated Deferred Compensation Plan for Non-Employee Directors as Amended and Restated on January1, 2018 (Incorporated by reference to Exhibit 10.77 of Cornings Form 10-K filed February 14, 2020). 10.66 Form of Corning Incorporated Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (for grants made under the 2019 Equity Plan for Non-Employee Directors), effective January1, 2020 (Incorporated by reference to Exhibit 10.79 of Cornings Form 10-K filed February 14, 2020). 10.67 Form of Corning Incorporated Performance Share Unit Agreement, effective January 1, 2020 (Incorporated by reference to Exhibit 10.80 of Cornings Form 10-K filed February 14, 2020). 10.68 Share Repurchase Agreement, dated April 5, 2021, between Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.1 to Corning's Form 8-K filed on April 5, 2021). 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 filed March13, 2012 for April26, 2012 Annual Meeting of Shareholders). 21 Subsidiaries of the Registrant at December31, 2021. 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.