Stock Plans

12 Months Ended

Dec. 31, 2011

Stock Plans Disclosure [Abstract]

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

NOTE 20

stock plans

stock option and award programs

Under the 2007 Incentive Compensation Plan and previously under the 1998 Incentive Compensation Plan, awards may be granted to employees and other key individuals who perform services for the Company and its participating subsidiaries. These awards may be in the form of stock options, restricted stock awards or units (RSAs), portfolio grants (PGs) or other incentives, and similar awards designed to meet the requirements of non-U.S. jurisdictions.

For the Company's Incentive Compensation Plans, there were a total of 38 million, 40 million and 37 million common shares unissued and available for grant as of December 31, 2011, 2010 and 2009, respectively, as authorized by the Company's Board of Directors and shareholders.

The Company granted stock option awards to its Chief Executive Officer (CEO) in November 2007 and January 2008 that have performance-based and market-based conditions. These option awards are separately disclosedand are excluded from the information and tables presented in the following paragraphs.

A summary of stock option and RSA activity as of December 31, 2011,and changes during the year is presented below:

			Stock Options			RSAs
(Shares in thousands)			Shares	Weighted-Average Exercise Price		Shares	Weighted- Average Grant Price
Outstanding as of
	December 31, 2010		56,963	$	39.54	15,074	$	28.97
Granted			1,197	$	44.78	4,759	$	45.11
Exercised/vested			(14,813)	$	33.97	(4,986)	$	30.74
Forfeited			(349)	$	29.24	(851)	$	31.44
Expired			(541)	$	44.90	―	$	―
Outstanding as of
	December 31, 2011		42,457	$	41.63	13,996	$	33.69
Options vested and
	expected to vest as of
		December 31, 2011	42,359	$	41.64	―		―
Options exercisable as of
	December 31, 2011		35,275	$	43.10	―		―

The Company recognizes the cost of employee stock awards granted in exchange for employee services based on the grant-date fair value of the award, net of expected forfeitures. Those costs are recognized ratably over the vesting period.

stock options

Each stock option has an exercise price equal to the market price of the Company's common stock on the date of grant and a contractual term of 10 years from the date of grant. Stock options generally vest 25 percent per year beginning with the first anniversary of the grant date.

The weighted-average remaining contractual life and the aggregate intrinsic value (the amount by which the fair value of the Company's stock exceeds the exercise price of the option) of the stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2011 were as follows:

		Outstanding		Exercisable		Vested and Expected to Vest
Weighted-average remaining
	contractual life (in years)		4.7		4.2		4.7
Aggregate intrinsic value (millions)		$	338	$	239	$	337

The intrinsic value for options exercised during 2011, 2010 and 2009 was $206 million, $130 million and $11 million, respectively (based upon the fair value of the Company's stock price at the date of exercise). Cash received from the exercise of stock options in 2011, 2010 and 2009was $503 million, $619 million and $83 million, respectively. The tax benefit realized from income tax deductions from stock option exercises, which was recorded in additional paid-in capital, in 2011, 2010 and 2009 was $60 million, $35 million and $2 million, respectively.

The fair value of each option is estimated on the date of grant using a Black-Scholes-Merton option-pricing model. The following weighted-average assumptions are used for grants issued in 2011, 2010 and 2009, the majority of which were granted in the beginning of each year:

	2011			2010			2009
Dividend yield		1.6	%		1.8	%		4.1	%
Expected volatility(a)		40	%		41	%		36	%
Risk-free interest rate		2.3	%		2.8	%		2.1	%
Expected life of stock option (in years)(b)		6.2			6.2			4.8
Weighted-average fair value per option	$	16.21		$	14.11		$	4.54

• The expected volatility is based on weighted historical and implied volatilities of the Company's common stock price.
• In 2011 and 2010, the expected life of stock options was determined using historical data and expectations of option exercise behavior. In 2009, the expected life of stock options was determined using historical data.

stock options with performance-based and market-based conditions

On November 30, 2007 and January 31, 2008, the Company's CEO was granted in the aggregate 2,750,000 of non-qualified stock option awards with performance-based and market-based conditions. Both awards have a contractual term of 10 years and a vesting period of 6 years.

Theaggregate grant date fair value of options with performancebased conditions was approximately $33.8 million. Compensation expense for these awards will be recognized over the vesting period when it is determined it is probable that the performance metrics will be achieved. No compensation expense for these awards was recorded in 2011,2010 and 2009.

Theaggregate grant date fair value of options with market-based conditions was approximately $10.5 million. Compensation expense for these awards is recognized ratably over the vesting period irrespective of the probability of the market metric being achieved. Total compensation expense of approximately $2.4 million was recorded in each of the years 2011,2010 and 2009.

restricted stock awards

RSAs are valued based on the stock price on the date of grant and generally vest 25 percent per year, beginning with the first anniversary of the grant date. RSA holders receive non-forfeitable dividends or dividend equivalents. The total fair value of shares vested during 2011, 2010and 2009 was $221 million, $175 million and $44 million, respectively (based upon the Company's stock price at the vesting date).

The weighted-average grant date fair value of RSAs granted in 2011, 2010 and 2009, is $45.11, $38.63 and $18.04, respectively.

Liability-based awards

Certain employees are awarded PGs and other incentive awards that can be settled with cash or equity shares at the Company's discretion and final Compensation and Benefits Committee payout approval. These awards earn value based on performance and service conditions and vest over periods of one to three years.

PGs and other incentive awards are classified as liabilities and, therefore, the fair value is determined at the date of grant and remeasured quarterly as part of compensation expense over the performance and service periods. Cash paid upon vesting of these awards was $64 million, $64 million and $71 million in 2011, 2010 and 2009, respectively.

summary of stock plan expense

The components of the Company's total stock-based compensation expense (net of cancellations) for the years ended December 31 are as follows:

(Millions)		2011		2010		2009
Restricted stock awards(a)		$	176	$	163	$	135
Stock options(a)			40		58		55
Liability-based awards			83		64		38
Performance/market-based
	stock options		2		2		2
Total stock-based
	compensation expense(b)	$	301	$	287	$	230

• As of December 31, 2011, the total unrecognized compensation cost related to unvested RSAs and options was $259 million and $39 million, respectively. The unrecognized cost for RSAs and options will be recognized ratably over the remaining vesting period. The weighted-average remaining vesting period for both RSAs and options is 1.6 years.
• The total income tax benefit recognized in the Consolidated Statements of Income for stock-based compensation arrangements for the years endedDecember 31, 2011, 2010 and 2009 was $105 million, $100 million and $81 million, respectively.