Note 13 - Shareholders' Equity

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Equity [Text Block]

13. Shareholders’ Equity

Common Stock Dividends

On October 2, 2024, Corning’s Board of Directors declared a quarterly dividend of $0.28 per share of common stock. The dividend will be payable on December 13, 2024.

Fixed Rate Cumulative Convertible Preferred Stock, Series A

The Company had 2,300 outstanding shares of Fixed Rate Cumulative Convertible Preferred Stock, Series A (the “Preferred Stock”) as of December 31, 2020. On January 16, 2021, the Preferred Stock became convertible into 115 million common shares. On April 5, 2021, Corning executed the Share Repurchase Agreement (“SRA”) with Samsung Display Co., Ltd. (“SDC”) and the Preferred Stock was fully converted as of April 8, 2021. Immediately following the conversion, Corning repurchased and retired 35 million of the common shares held by SDC for an aggregate purchase price of approximately $1.5 billion, of which approximately $507 million was paid in  April in each of 2023, 2022 and 2021.

Pursuant to the SRA, with respect to the remaining 80 million common shares:

● 58 million of the common shares SDC holds are subject to a seven-year lock-up period expiring in 2027.

● 22 million of the common shares SDC holds can be offered to be sold to Corning in specified tranches from time to time in calendar years 2024 through 2027. Corning may, at its sole discretion, elect to repurchase such common shares. If Corning elects not to repurchase the common shares and SDC sells the common shares on the open market, Corning will be required to pay SDC a make-whole payment, subject to a 5% cap of the repurchase proceeds that otherwise would have been paid by Corning. As of September 30, 2024 and December 31, 2023, the fair value of the liability associated with this option, measured using Level 2 inputs, was not material.  

Share Repurchase Program

In 2019, the Board authorized the repurchase of up to $5.0 billion of common stock (“2019 Authorization”). As of September 30, 2024, approximately $3.2 billion remains available under the Company’s 2019 Authorization.

During the three and nine months ended September 30, 2024, the Company repurchased 0.8 million shares and 3.8 million shares, respectively, for approximately $30 million and $135.4 million, respectively. No shares were repurchased under our 2019 Authorization during the three and nine months ended September 30, 2023.

Accumulated Other Comprehensive Loss

For the three and nine months ended September 30, 2024 and 2023, the change in accumulated other comprehensive loss was primarily related to the foreign currency translation adjustments.

The following table presents the changes in the foreign currency translation adjustment component of accumulated other comprehensive loss, including the proportionate share of equity method affiliates’ accumulated other comprehensive loss (in millions):

	Three months ended						Nine months ended
	September 30,						September 30,
	2024			2023			2024			2023
Beginning balance	$	(2,494	)	$	(2,114	)	$	(1,942	)	$	(1,712	)
Gain (loss) on foreign currency translation (1)		551			(195	)		8			(588	)
Release of cumulative translation losses (2)		62						62
Equity method affiliates (1)		12			4			3			(5	)
Net current-period other comprehensive income (loss), net of tax		625			(191	)		73			(593	)
Ending balance	$	(1,869	)	$	(2,305	)	$	(1,869	)	$	(2,305	)

(1)	Amounts are after tax. Tax effects are not significant.
(2)	Refer to Note 2 (Restructuring, Impairment and Other Charges and Credits) for additional information.