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Share-Based Compensation
12 Months Ended
Dec. 31, 2017
SHARE BASED COMPENSATION  
SHARE BASED COMPENSATION

27. SHARE-BASED COMPENSATION

Share-Based Compensation Expense

Reflected in the Consolidated Statements of Comprehensive Income within Operating, Selling and General expense are the following share-based compensation amounts:

                                                                                                                                                                                    

($ millions)

 

2017

 

2016

 


Equity-settled plans

 

48

 

48

 


Cash-settled plans

 

334

 

395

 


Total share-based compensation expense

 

382

 

443

 


Liability Recognized for Share-Based Compensation

Reflected in the Consolidated Balance Sheets within accounts payable and accrued liabilities and other long-term liabilities are the following fair value amounts for the company's cash-settled plans:

                                                                                                                                                                                    

($ millions)

 

2017

 

2016

 


Current Liability

 

344

 

359

 


Long-Term Liability (note 23)

 

361

 

364

 


Total Liability

 

705

 

723

 


The intrinsic value of the vested awards at December 31, 2017 was $399 million (December 31, 2016 – $406 million).

Stock Option Plans

Suncor grants stock option awards as a form of retention and incentive compensation.

(a) Active Stock Option Plan

Stock options granted by the company on or after August 1, 2010 provide the holder with the right to purchase common shares at the grant date market price, subject to fulfilling vesting terms. This plan replaced the pre-merger stock option plan of legacy Suncor and legacy Petro-Canada. Options granted have a seven-year life, vest annually over a three-year period and are accounted for as equity-settled awards.

The weighted average fair value of options granted during the period and the weighted average assumptions used in their determination are as noted below:

                                                                                                                                                                                    

 

 

2017

 

2016

 


Annual dividend per share

 

$
1.28

 

$
1.16

 


Risk-free interest rate

 

1.09%

 

0.55%

 


Expected life

 

5 years

 

5 years

 


Expected volatility

 

25%

 

28%

 


Weighted average fair value per option

 

$
6.42

 

$
4.60

 


The expected life is based on historical stock option exercise data and current expectations. The expected volatility considers the historical volatility in the price of Suncor's common shares over a period similar to the life of the options, and is indicative of future trends.

(b) Discontinued Stock Option Plans

Executive and Key Contributor Stock Options

Options granted under these plans generally have a seven-to-ten-year life and vest over a three-year period. These plans were in place prior to August 1, 2009, at the time of the merger between Petro-Canada and Suncor, and are accounted for as equity-settled awards.

Suncor Energy Inc. Stock Options with TSARs

Options granted between August 1, 2009 and July 31, 2010, have a seven-year life and vest annually over a three-year period. Each option included a tandem stock appreciation right (TSAR), allowing the option holder the right to receive a cash payment equal to the excess of the market price of Suncor's common shares at the time of exercise over the exercise price of the option. These awards are accounted for as cash-settled. All options granted under this plan expired at December 31, 2017.

Legacy Petro-Canada Stock Options with CPAs

Options granted to executives and key employees prior to August 1, 2009, can be settled in common shares or exchanged for a cash payment alternative (CPA). Options granted have a seven-year life, vest over periods of up to four years and are accounted for as cash-settled awards. All options granted under this plan expired at December 31, 2016.

The following table presents a summary of the activity related to Suncor's stock option plans:

                                                                                                                                                                                    

 

 

                   2017

 

                   2016

 

 

 


 


 

 

Number
(thousands)

 

Weighted
Average
Exercise Price
($)

 

Number
(thousands)

 

Weighted
Average
Exercise Price
($)

 


Outstanding, beginning of year

 

31 442

 

35.98

 

29 090

 

36.97

 


Granted

 

7 401

 

42.04

 

8 145

 

30.26

 


Exercised for cash payment

 

(6

)

32.00

 

(1 441

)

30.39

 


Exercised as options for common shares

 

(6 223

)

36.65

 

(3 983

)

33.36

 


Forfeited/expired

 

(1 504

)

42.21

 

(369

)

38.12

 


Outstanding, end of year

 

31 110

 

36.96

 

31 442

 

35.98

 


Exercisable, end of year

 

17 363

 

36.53

 

17 821

 

37.74

 


Options are exercised regularly throughout the year. Therefore, the weighted average share price during the year of $41.09 (2016 – $36.23) is representative of the weighted average share price at the date of exercise.

For the options outstanding at December 31, 2017, the exercise price ranges and weighted average remaining contractual lives are shown below:

                                                                                                                                                                                    

 

 

                  Outstanding

 

                  Exercisable

 

 

 


   


Exercise Prices ($)

 

Number
(thousands)

 

Weighted
Average
Remaining
Contractual
Life
(years)

 

Weighted
Average
exercise price
($)

 

Number
(thousands)

 

Weighted
Average
exercise price
($)

 


24.50-34.99

 

11 466

 

4

 

31.32

 

6 714

 

32.07

 


35.00-39.99

 

9 987

 

4

 

37.72

 

8 006

 

37.44

 


40.00-44.99

 

8 347

 

5

 

41.99

 

1 333

 

41.70

 


45.00-49.99

 

1 197

 

0

 

47.52

 

1 197

 

47.52

 


50.00-69.97

 

113

 

0

 

59.54

 

113

 

59.54

 


Total

 

31 110

 

4

 

36.96

 

17 363

 

36.53

 


Common shares authorized for issuance by the Board of Directors that remain available for the granting of future options:

                                                                                                                                                                                    

(thousands)

 

2017

 

2016

 


 

 

28 972

 

10 937

 


Share Unit Plans

Suncor grants share units as a form of retention and incentive compensation. Share unit plans are accounted for as cash-settled awards.

(a) Performance Share Units (PSUs)

A PSU is a time-vested award entitling employees to receive varying degrees of cash (0% – 200% of the company's share price at time of vesting) contingent upon Suncor's total shareholder return (stock price appreciation and dividend income) relative to a peer group of companies. PSUs vest approximately three years after the grant date.

(b) Restricted Share Units (RSUs)

A RSU is a time-vested award entitling employees to receive cash calculated based on an average of the company's share price leading up to vesting. RSUs vest approximately three years after the grant date.

(c) Deferred Share Units (DSUs)

A DSU is redeemable for cash or a common share for a period of time after a unitholder ceases employment or Board membership. The DSU Plan is limited to executives and members of the Board of Directors. Members of the Board of Directors receive an annual grant of DSUs as part of their compensation and may elect to receive their fees in cash only or in increments of 50% or 100% allocated to DSUs. Executives may elect to receive their annual incentive bonus in cash only or in increments of 25%, 50%, 75% or 100% allocated to DSUs.

The following table presents a summary of the activity related to Suncor's share unit plans:

                                                                                                                                                                                    

(thousands)

 

PSU

 

RSU

 

DSU

 

 


Outstanding, December 31, 2015

 

2 465

 

19 104

 

1 072

 

 


 

Granted

 

1 683

 

6 194

 

186

 

 


 

Redeemed for cash

 

(1 714

)

(6 649

)

(40

)

 


 

Forfeited/expired

 

(21

)

(491

)

 

 


Outstanding, December 31, 2016

 

2 413

 

18 158

 

1 218

 

 


 

Granted

 

1 570

 

5 009

 

202

 

 


 

Redeemed for cash

 

(1 663

)

(6 354

)

(118

)

 


 

Forfeited/expired

 

(53

)

(741

)

 

 


Outstanding, December 31, 2017

 

2 267

 

16 072

 

1 302

 

 


Stock Appreciation Rights (SARs)

A SAR entitles the holder to receive a cash payment equal to the difference between the stated exercise price and the market price of the company's common shares on the date the SAR is exercised, and is accounted for as a cash-settled award.

(a) Suncor Energy Inc. SARs

These SARs have a seven-year life and vest annually over a three-year period.

(b) Legacy Petro-Canada SARs

This plan was discontinued on August 1, 2009. These SARs have a seven-year life and vest annually over a four-year period. All SARs granted under this plan expired at December 31, 2016.

The following table presents a summary of the activity related to Suncor's SAR plans:

                                                                                                                                                                                    

 

 

                   2017

 

                   2016

 

 

 


 


 

 

Number
(thousands)

 

Weighted
Average
Exercise Price
($)

 

Number
(thousands)

 

Weighted
Average
Exercise Price
($)

 


Outstanding, beginning of year

 

485

 

34.90

 

957

 

27.98

 


Granted

 

107

 

42.05

 

142

 

30.23

 


Exercised

 

(176

)

35.59

 

(610

)

23.07

 


Forfeited/expired

 

(29

)

37.32

 

(4

)

19.44

 


Outstanding, end of year

 

387

 

36.38

 

485

 

34.90

 


Exercisable, end of year

 

162

 

35.39

 

240

 

36.29