XML 28 R12.htm IDEA: XBRL DOCUMENT v3.3.1.900
STOCK-BASED EMPLOYEE COMPENSATION
3 Months Ended
Mar. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED EMPLOYEE COMPENSATION
STOCK-BASED EMPLOYEE COMPENSATION
 
Stock-based compensation expense included in personnel expenses in the Unaudited Consolidated Statements of Operations was approximately $54.0 million and $38.8 million for the three months ended March 31, 2015 and 2014, respectively.

The cost of stock-based transactions is recognized in the financial statements based upon fair value. Fair value is recognized as expense on a straight-line basis, net of estimated forfeitures, over the employee's requisite service period. The fair value of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of employee stock options assumed in acquisitions was determined using the Black-Scholes model and the market value of the Company's common stock at the respective acquisition date.
 
Restricted Stock Units and Performance Share Units

The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the three months ended March 31, 2015
Share-Based Awards
 
Shares
 
Weighted-Average Grant Date Fair Value
Unvested at December 31, 2014
 
570,315

 
 
$
912.26

 
Granted
 
156,721

 
 
$
1,242.03

 
Vested
 
(130,908
)
 
 
$
685.37

 
Performance Share Units Adjustment
 
1,322

 
 
$
1,212.95

 
Forfeited
 
(6,213
)
 
 
$
1,029.03

 
Unvested at March 31, 2015
 
591,237

 
 
$
1,051.82

 
 
As of March 31, 2015, there was $402.3 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 2.6 years.
 
During the three months ended March 31, 2015, the Company made broad-based grants of 67,886 restricted stock units that generally vest after three years, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. These share-based awards had a total grant date fair value of $84.3 million based on a weighted-average grant date fair value per share of $1,242.03.

In addition, during the three months ended March 31, 2015, the Company granted 88,835 performance share units to executives and certain other employees.  The performance share units had a total grant date fair value of $110.3 million based upon a weighted-average grant date fair value per share of $1,242.03.  The performance share units are payable in shares of the Company's common stock upon vesting. Subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability, recipients of these performance share units generally must continue their service through the three-year requisite service period in order to receive any shares.  Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period.  The actual number of shares to be issued on the vesting date will be determined upon completion of the performance period, which, for most of these performance share units, ends December 31, 2017, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.  As of March 31, 2015, the estimated number of probable shares to be issued is a total of 88,835 shares.  If the maximum performance thresholds are met at the end of the performance period, a maximum number of 207,864 total shares could be issued.  If the minimum performance thresholds are not met, 37,223 shares would be issued at the end of the performance period.
 
2014 Performance Share Units

During the year ended December 31, 2014, the Company granted 72,277 performance share units with a grant date fair value of $96.1 million, based on a weighted-average grant date fair value per share of $1,329.11. The actual number of shares to be issued will be determined upon completion of the performance period which generally ends December 31, 2016.

At March 31, 2015, there were 70,688 unvested 2014 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of March 31, 2015, the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 111,532 shares. If the maximum thresholds are met at the end of the performance period, a maximum of 142,904 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 49,731 shares would be issued at the end of the performance period.

2013 Performance Share Units
 
During the year ended December 31, 2013, the Company granted 104,865 performance share units with a grant date fair value of $74.4 million, based on a weighted-average grant date fair value per share of $709.74.  The actual number of shares to be issued will be determined upon completion of the performance period which ends December 31, 2015.
 
At March 31, 2015, there were 101,407 unvested 2013 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date.  As of March 31, 2015, the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 193,478 shares.  If the maximum performance thresholds are met at the end of the performance period, a maximum of 221,694 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 39,401 shares would be issued at the end of the performance period.

Stock Options

The following table summarizes the activity for the three months ended March 31, 2015 for employee stock options: 
Assumed Employee Stock Options
 
Number of Shares
 
Weighted-Average
Exercise Price
 
Aggregate
 Intrinsic Value (in thousands)
 
Weighted-Average Remaining Contractual Term
(in years)
Balance, December 31, 2014
 
146,385

 
 
$
380.05

 
 
$
111,277

 
6.5
Assumed in acquisitions
 
1,422

 
 
$
230.37

 
 
 
 
 
Exercised
 
(21,602
)
 
 
$
391.00

 
 
 
 
 
Forfeited
 
(1,132
)
 
 
$
757.64

 
 
 
 
 
Balance, March 31, 2015
 
125,073

 
 
$
373.03

 
 
$
98,948

 
6.2
Vested and exercisable as of March 31, 2015
 
78,906

 
 
$
305.86

 
 
$
67,725

 
5.4
Vested and exercisable as of March 31, 2015 and unvested expected to vest thereafter, net of estimated forfeitures
 
123,968

 
 
$
372.92

 
 
$
98,088

 
6.2

The aggregate intrinsic value of employee stock options exercised during the three months ended March 31, 2015 was $17.0 million compared to $26.5 million for the three months ended March 31, 2014. During the three months ended March 31, 2015, stock options vested for 11,170 shares of common stock with an acquisition date fair value of $7.5 million, compared to 9,478 shares of common stock vested with an acquisition date fair value of $4.1 million for the three months ended March 31, 2014.

For the three months ended March 31, 2015, the Company recorded stock-based compensation expense related to employee stock options of $7.4 million compared to $4.1 million for the three months ended March 31, 2014. For the three months ended March 31, 2015, employee stock options were assumed in an acquisition for a total acquisition date fair value of $1.4 million based on a weighted-average acquisition date fair value of $1,015.81 per share. As of March 31, 2015, there was $29.8 million of total future compensation costs related to unvested employee stock options to be recognized over a weighted-average period of 1.5 years.