15.Shareholders’ Equity

Common Stock Dividends

On February 1, 2017, Corning’s Board of Directors declared a 14.8% increase in the Company’s quarterly common stock dividend, which increased the quarterly dividend from $0.135 to $0.155 per share of common stock, beginning with the dividend paid in the first quarter of 2017.

On February 6, 2018, Corning’s Board of Directors declared a 16.1% increase in the Company’s quarterly common stock dividend, which increased the quarterly dividend from $0.155 to $0.18 per share of common stock, beginning with the dividend paid in the first quarter of 2018.

On February 6, 2019, Corning’s Board of Directors declared an 11.1% increase in the Company’s quarterly common stock dividend, which increased the quarterly dividend from $0.18 to $0.20 per share of common stock, beginning with the dividend paid in the first quarter of 2019. This increase marks the eighth dividend increase since October 2011.

Fixed Rate Cumulative Convertible Preferred Stock, Series A

On January 15, 2014, Corning designated a new series of its preferred stock as Fixed Rate Cumulative Convertible Preferred Stock, Series A, par value $100 per share, and issued 1,900 shares of preferred stock at an issue price of $1 million per share, for an aggregate issue price of $1.9 billion, to Samsung Display with the acquisition of its equity interest in Samsung Corning Precision Materials. Corning also issued to Samsung Display an additional amount of preferred stock at closing, for an aggregate issue price of $400 million in cash.

Dividends on the preferred stock are cumulative and accrue at the annual rate of 4.25% on the per share issue price of $1 million. The dividends are payable quarterly as and when declared by the Company’s Board of Directors. The preferred stock ranks senior to our common stock with respect to payment of dividends and rights upon liquidation. The preferred stock is not redeemable except in the case of a certain deemed liquidation event, the occurrence of which is under the control of the Company. The preferred stock is convertible at the option of the holder and the Company upon certain events, at a conversion rate of 50,000 shares of Corning’s common stock per one share of preferred stock, subject to certain anti-dilution provisions. As of December 31, 2018, the preferred stock has not been converted, and none of the anti-dilution provisions have been triggered. Following the seventh anniversary of the closing of the acquisition of Samsung Corning Precision Materials, the preferred stock will be convertible, in whole or in part, at the option of the holder. The Company has the right, at its option, to cause some or all the shares of preferred stock to be converted into common stock, if, for 25 trading days (whether or not consecutive) within any period of 40 consecutive trading days, the closing price of common stock exceeds $35 per share. If the right becomes exercisable before the seventh anniversary of the closing, the Company must first obtain the written approval of the holders of a majority of the preferred stock before exercising its conversion right. The preferred stock does not have any voting rights except as may be required by law.

Share Repurchases

2016 Share Repurchases

In July 2016, Corning entered into an accelerated share repurchase agreement (the “2016 ASR agreement”) under the 2015 Repurchase Program to repurchase Corning’s common stock. Under the 2016 ASR agreement, Corning made a $2.0 billion payment in July and received an initial delivery of approximately 74.4 million shares of Corning common stock on the same day. The transaction was structured with two tranches resulting in a total of 12.3 million shares being delivered to Corning in the fourth quarter of 2016, for a total of 86.7 million shares repurchased under the 2016 ASR agreement.

In addition to the 2016 ASR agreement, during the year ended December 31, 2016, the Company repurchased 110 million shares of common stock on the open market for approximately $2.2 billion as part of its 2015 Repurchase Programs, resulting in a total of 197.1 million shares repurchased for $4.2 billion during 2016.

15.Shareholders’ Equity (continued)

2017 Share Repurchases

In December 2016, Corning’s Board of Directors approved a $4 billion share repurchase program with no expiration (the “2016 Repurchase Program”). In the second quarter of 2017, Corning entered into and finalized an accelerated share repurchase agreement under which we paid $500 million for a total of 17.1 million shares. In the third quarter of 2017, Corning entered into and finalized an additional accelerated share repurchase agreement under which we paid $500 million for a total of 17.2 million shares. Collectively, these two agreements represent the “2017 ASR agreements”.

In addition to the 2017 ASR agreements, during the year ended December 31, 2017, the Company repurchased 50.1 million shares of common stock on the open market for approximately $1.4 billion, resulting in a total of 84.4 million shares repurchased for approximately $2.4 billion during 2017.

2018 Share Repurchases

On April 26, 2018, Corning’s Board of Directors approved a $2 billion share repurchase program with no expiration (the “2018 Repurchase Program”). During the year ended December 31, 2018, the Company repurchased 74.8 million shares of common stock on the open market for approximately $2.2 billion, respectively, as part of its 2016 and 2018 Repurchase Programs.

The following table presents changes in capital stock for the period from January 1, 2016 to December 31, 2018 (in millions):



	Common stock			Treasury stock
	Shares	Par value		Shares	Cost
Balance at December 31, 2015	1,681	$	840	(551)	$	(9,725)

Shares issued to benefit plans and for option exercises	10		6			(2)
Shares purchased for treasury				(214)		(4,409)
Other, net						(16)
Balance at December 31, 2016	1,691	$	846	(765)	$	(14,152)

Shares issued to benefit plans and for option exercises	17		8			(2)
Shares purchased for treasury				(84)		(2,462)
Other, net				(1)		(17)
Balance at December 31, 2017	1,708	$	854	(850)	$	(16,633)

Shares issued to benefit plans and for option exercises	5		3
Shares purchased for treasury				(75)		(2,230)
Other, net						(7)
Balance at December 31, 2018	1,713	$	857	(925)	$	(18,870)

15.Shareholders’ Equity (continued)

Accumulated Other Comprehensive Loss

A summary of changes in the components of accumulated other comprehensive loss, including our proportionate share of equity method investee’s accumulated other comprehensive loss, is as follows (in millions) (1):



	Foreign currency translation adjustments and other		Unamortized actuarial gains (losses) and prior service (costs) credits		Net unrealized gains (losses) on investments		Net unrealized gains (losses) on designated hedges		Accumulated other comprehensive loss

Balance at December 31, 2015	$	(1,171)	$	(588)	$	(14)	$	(38)	$	(1,811)

Other comprehensive income before reclassifications (4)	$	(89)	$	(63)	$	(2)	$	(21)	$	(175)
Amounts reclassified from accumulated other comprehensive income (loss) (2)				40				22		62
Equity method affiliates (3)(7)		(15)		264		(1)				248
Net current-period other comprehensive (loss) income		(104)		241		(3)		1		135
Balance at December 31, 2016	$	(1,275)	$	(347)	$	(17)	$	(37)	$	(1,676)

Other comprehensive income before reclassifications (5)	$	711	$	13			$	33	$	757
Amounts reclassified from accumulated other comprehensive income (loss) (2)				17	$	14		11		42
Equity method affiliates (3)		35								35
Net current-period other comprehensive income		746		30		14		44		834
Balance at December 31, 2017	$	(529)	$	(317)	$	(3)	$	7	$	(842)

Other comprehensive income before reclassifications (6)	$	(180)	$	(84)	$	(1)	$	9	$	(256)
Amounts reclassified from accumulated other comprehensive income (loss) (2)				103				(10)		93
Equity method affiliates (3)		(5)								(5)
Net current-period other comprehensive (loss) income		(185)		19		(1)		(1)		(168)
Balance at December 31, 2018	$	(714)	$	(298)	$	(4)	$	6	$	(1,010)

(1)

All amounts are after tax. Amounts in parentheses indicate debits to accumulated other comprehensive income.

(2)

Tax effects of reclassifications are disclosed separately in this Note 15.

(3)

Tax effects related to equity method affiliates are not significant in the reported periods except for the tax expense of $20 million related to the pension component in 2016.

(4)

Amounts are net of total tax benefit of $52 million, including $36 million related to the retirement plans component, $12 million related to the hedges component, $3 million related to the foreign currency translation adjustments and $1 million related to the investments component.

(5)

Amounts are net of total tax expense of $97 million, including $88 million related to the foreign currency translation adjustments, $5 million related to the hedges component and $4 million related to the retirement plans component.

(6)

Amounts are net of total tax benefit of $64 million, including $34 million related to the foreign currency translation adjustments, $33 million related to the retirement plans component and $(3) million related to the hedges component.

(7)

Most of the changes in equity method affiliate accumulated other comprehensive income components in 2016 relate to disposal transactions with amounts reclassified to the income statement.

15.Shareholders’ Equity (continued)

(In millions)



Reclassifications Out of Accumulated Other Comprehensive Income (AOCI) by Component (1)
	Amount reclassified from AOCI						Affected line item
	Years ended December 31,						in the consolidated
Details about AOCI Components	2018		2017		2016		statements of income (loss)

Amortization of net actuarial loss	$	(138)	$	(20)	$	(62)	(2)
Amortization of prior service cost		(6)		(2)		(1)	(2)
		(144)		(22)		(63)	Total before tax
		41		5		23	Tax benefit
	$	(103)	$	(17)	$	(40)	Net of tax

Realized losses on investments			$	(3)			Other expense, net
				(11)			Tax expense
			$	(14)			Net of tax

Realized gains (losses) on designated hedges			$	1	$	4	Sales
	$	13		(12)		(36)	Cost of sales
		(1)		(2)		(2)	Other expense, net
		12		(13)		(34)	Total before tax
		(2)		2		12	Tax (expense) benefit
	$	10	$	(11)	$	(22)	Net of tax

Total reclassifications for the period	$	(93)	$	(42)	$	(62)	Net of tax

(1)

Amounts in parentheses indicate debits to the statement of income.

(2)

These accumulated other comprehensive income components are included in net periodic pension cost. See Note 11 (Employee Retirement Plans) to the Consolidated Financial Statements for additional details.