CORNING INC NY

14. Shareholders’ Equity

Common Stock Dividends

On February 12, 2025, Corning’s Board of Directors declared a quarterly dividend of $0.28 per share common stock, which will be payable on March 28, 2025.

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 and Samsung Display Co., Ltd. (“SDC”) executed the Share Repurchase Agreement (“SRA”), 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 outstanding held by SDC,58 million shares are subject to a seven-year lock-up period expiring in 2027. The remaining 22 million common shares 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 is 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 December 31, 2024, 2023 and 2022, the fair value of the liability associated with this option, measured using Level 2 significant other observable inputs, wasnot material.

Share Repurchases

In 2019, the Board authorized the repurchase of up to $5.0 billion of additional common stock (“2019 Authorization”), which does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. As of December 31, 2024, approximately $3.1 billion remains available under the Company’s 2019 Authorization.

During the years ended December 31, 2024 and 2022, the Company repurchased 4.4 million and 6.0 million shares of common stock for approximately $165 million and $221 million, respectively. No shares were repurchased during the year ended December 31, 2023.

The following table presents changes in capital stock (in millions):

(1)Includes the deemed surrender to the Company of common stock to satisfy employee tax withholding obligations.

14. Shareholders’ Equity (Continued)

Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive loss, including the proportionate share of equity method investees’ accumulated other comprehensive loss (in millions)(1):

(1)All amounts are after tax. Amounts in parentheses indicate debits to accumulated other comprehensive loss.

(2)Amounts are net of total tax benefit of $22 million, primarily driven by $29 million and $24 million related to foreign currency translation adjustments and the hedging component, respectively, offset by negative impacts of $31 million related to retirement plans.

(3)Amounts are net of total tax benefit of $19 million, primarily driven by $12 million and $8 million related to foreign currency translation adjustments and the hedging component, respectively, offset by negative impacts of $1 million related to retirement plans.

(4)Amounts are net of total tax benefit of $21 million, primarily driven by $50 million and $29 million related to foreign currency translation adjustments and the hedging component, respectively, offset by negative impacts of $58 million related to retirement plans.

(5)Tax effects of reclassifications are disclosed in the following table.

(6)Tax effects related to equity method affiliates are not significant in the reported periods.

14. Shareholders’ Equity (Continued)

The following table presents reclassifications out of accumulated other comprehensive loss (“AOCI”) by component (in millions)(1):

(1)Amounts in parentheses indicate debits to the consolidated statements of income.

(2)For the year ended December 31, 2024, amount relates to the recognition of non-cash cumulative foreign currency translation losses related to the substantial liquidation and disposition of foreign entities, which was recorded in other (expense) income, net in the consolidated statements of income.

(3)These accumulated other comprehensive loss components are included in net periodic pension cost. Refer to Note 11 (Employee Retirement Plans) in the notes to the consolidated financial statements for additional details.