Note 17 - Share-based Compensation

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

17.      Share-based Compensation

Stock Compensation Plans

The Company measures and recognizes compensation cost for all share-based payment awards made to employees and directors based on estimated fair values.  Fair values for stock options were estimated using a multiple-point Black-Scholes valuation model.  Share-based compensation cost was approximately $19 million and $15 million for the three months ended September 30, 2014 and 2013, respectively, and approximately $47 million and $40 million for the nine months ended September 30, 2014 and 2013, respectively.  Amounts for all periods presented included compensation expense for employee stock options and time-based restricted stock and restricted stock units.

Stock Options

Corning’s stock option plans provide non-qualified and incentive stock options to purchase authorized but unissued shares, or treasury shares, at the market price on the grant date and generally become exercisable in installments from one to five years from the grant date.  The maximum term of a stock option is 10 years from the grant date.

The following table summarizes information concerning stock options outstanding including the related transactions under the stock option plans for the nine months ended September 30, 2014:

	Number of Shares (in thousands)	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value (in thousands)
Options Outstanding as of December 31, 2013	57,139	$17.83
Granted	1,591	21.01
Exercised	(8,000)	12.33
Forfeited and Expired	(606)	17.30
Options Outstanding as of September 30, 2014	50,124	18.81	4.67	$156,052
Options Expected to Vest as of September 30, 2014	49,998	18.82	4.67	155,206
Options Exercisable as of September 30, 2014	36,845	20.39	3.47	78,022

The aggregate intrinsic value (market value of stock less option exercise price) in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price on September 30, 2014, which would have been received by the option holders had all option holders exercised their “in-the-money” options as of that date.

As of September 30, 2014, there was approximately $15 million of unrecognized compensation cost related to stock options granted under the plans.  The cost is expected to be recognized over a weighted-average period of 1.4 years.  Compensation cost related to stock options was approximately $9 million and $7 million for the three months ended September 30, 2014 and 2013, respectively, and approximately $20 million and $18 million for the nine months ended September 30, 2014 and 2013, respectively.

Proceeds received from the exercise of stock options were $98 million and $54 million for the nine months ended September 30, 2014 and 2013, respectively.  Proceeds received from the exercise of stock options were included in financing activities on the Company’s Consolidated Statements of Cash Flows.  The total intrinsic value of options exercised for the nine months ended September 30, 2014 and 2013 was approximately $60 million and $38 million, respectively, which is currently deductible for tax purposes.  However, these tax benefits were not fully recognized due to net operating loss and credit carryforwards available to the Company.  Refer to Note 5 (Income Taxes) to the consolidated financial statements.

The following range of inputs were used for the valuation of option grants under our Stock Option Plans:

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Expected volatility	45.7	-	45.7%	46.6	-	47.0%	45.7	-	46.2%	46.6	-	47.4%
Weighted-average volatility	45.7	-	45.7%	46.7	-	46.7%	45.7	-	46.2%	46.7	-	47.3%
Expected dividends	1.98	-	1.98%	2.68	-	2.68%	1.90	-	2.09%	2.68	-	3.02%
Risk-free rate	2.0	-	2.0%	1.8	-	2.2%	2.0	-	2.2%	0.8	-	2.2%
Average risk-free rate	2.0	-	2.0%	2.2	-	2.2%	2.0	-	2.2%	1.1	-	2.2%
Expected term (in years)	7.2	-	7.2	5.8	-	7.2	7.2	-	7.2	5.8	-	7.1
Pre-vesting departure rate	0.5	-	0.5%	0.4	-	4.1%	0.5	-	0.5%	0.4	-	4.1%

Expected volatility is based on a blended approach defined as the weighted average of the short-term implied volatility, the most recent volatility for the period equal to the expected term, and the most recent 15-year historical volatility.  The expected term assumption is the period of time the options are expected to be outstanding, and is calculated using a combination of historical exercise experience adjusted to reflect the current vesting period of options being valued, and partial life cycles of outstanding options.  The risk-free rate assumption is the implied rate for a zero-coupon U.S. Treasury bond with a term equal to the option’s expected term.  The ranges in the table above reflect results from separate groups of employees exhibiting different exercise behavior.

Incentive Stock Plans

The Corning Incentive Stock Plan permits restricted stock and restricted stock unit grants, either determined by specific performance goals or issued directly and, in most instances, subject to the possibility of forfeiture and without cash consideration.  Restricted stock and restricted stock units under the Incentive Stock Plan are granted at the closing market price on the grant date, contingently vest over a period of generally one to ten years, and generally have contractual lives of one to ten years.  The fair value of each restricted stock grant or restricted stock unit awarded under the Incentive Stock Plan was estimated on the date of grant.

Time-Based Restricted Stock and Restricted Stock Units:

Time-based restricted stock and restricted stock units are issued by the Company on a discretionary basis, and are payable in shares of the Company’s common stock upon vesting.  The fair value is based on the closing market price of the Company’s stock on the grant date.  Compensation cost is recognized over the requisite vesting period and adjusted for actual forfeitures before vesting.

The following table represents a summary of the status of the Company’s non-vested time-based restricted stock and restricted stock units as of December 31, 2013, and changes which occurred during the nine months ended September 30, 2014:

	Shares (000’s)	Weighted Average Grant-Date Fair Value
Non-vested shares and share units at December 31, 2013	6,108	$	14.58
Granted	1,476		20.44
Vested	(1,587)		17.34
Forfeited	(119)		14.73
Non-vested shares and share units at September 30, 2014	5,878	$	15.30

As of September 30, 2014, there was approximately $31 million of unrecognized compensation cost related to non-vested time-based restricted stock and restricted stock units compensation arrangements granted under the Incentive Stock Plan.  The cost is expected to be recognized over a weighted-average period of 1.7 years.  Compensation cost related to time-based restricted stock and restricted stock units was approximately $10 million and $8 million for the three months ended September 30, 2014 and 2013, respectively, and approximately $27 million and $22 million for the nine months ended September 30, 2014 and 2013, respectively.