NOTE 12. Stock-Based Compensation

The 3M 2008 Long-Term Incentive Plan, as discussed in 3M’s 2014 Annual Report on Form 10-K, provides for the issuance or delivery of up to 100 million shares of 3M common stock pursuant to awards granted under the plan (including additional shareholder approvals subsequent to 2008). Awards under this plan may be issued in the form of incentive stock options, nonqualified stock options, progressive stock options, stock appreciation rights, restricted stock units, restricted stock, other stock awards, and performance units and performance shares. The remaining total shares available for grant under the 2008 Long Term Incentive Plan Program are 20,159,271 as of September 30, 2015.

The Company’s annual stock option and restricted stock unit grant is made in February to provide a strong and immediate link between the performance of individuals during the preceding year and the size of their annual stock compensation grants. The grant to eligible employees uses the closing stock price on the grant date. Accounting rules require recognition of expense under a non-substantive vesting period approach, requiring compensation expense recognition when an employee is eligible to retire. Employees are considered eligible to retire at age 55 and after having completed five years of service. This retiree-eligible population represents 35 percent of the 2015 annual grant stock-based compensation award expense dollars; therefore, higher stock-based compensation expense is recognized in the first quarter.

In addition to the annual grants, the Company makes other minor grants of stock options, restricted stock units and other stock-based grants. The Company issues cash settled restricted stock units and stock appreciation rights in certain countries. These grants do not result in the issuance of common stock and are considered immaterial by the Company.

Amounts recognized in the financial statements with respect to stock-based compensation programs, which include stock options, restricted stock units, restricted stock, performance shares and the General Employees’ Stock Purchase Plan (GESPP), are provided in the following table. Capitalized stock-based compensation amounts were not material for the nine months ended September 30, 2015 and 2014.

Stock-Based Compensation Expense


	Three months ended				Nine months ended
	September 30,				September 30,
(Millions)	2015		2014		2015		2014
Cost of sales	$	8	$	9	$	39	$	42
Selling, general and administrative expenses		31		31		154		143
Research, development and related expenses		7		7		40		36

Stock-based compensation expenses	$	46	$	47	$	233	$	221

Income tax benefits	$	(13)	$	(14)	$	(74)	$	(67)

Stock-based compensation expenses, net of tax	$	33	$	33	$	159	$	154

The following table summarizes stock option activity during the nine months ended September 30, 2015:

Stock Option Program


				Weighted
				Average
		Weighted		Remaining	Weighted
	Number of	Average		Contractual	Average
	Options	Exercise Price		Life (months)	Exercise Price
Under option —
January 1	39,235,557	$	90.38
Granted:
Annual	5,529,544		165.91
Exercised	(4,947,316)		83.44
Canceled	(185,120)		127.13
September 30	39,632,665	$	101.62	68	$	1,723
Options exercisable
September 30	28,278,569	$	85.94	54	$	1,579

Stock options vest over a period from one year to three years with the expiration date at 10 years from date of grant. As of September 30, 2015, there was $86 million of compensation expense that has yet to be recognized related to non-vested stock option based awards. This expense is expected to be recognized over the remaining weighted-average vesting period of 23 months. The total intrinsic values of stock options exercised were $393 million and $437 million during the nine months ended September 30, 2015 and 2014, respectively. Cash received from options exercised was $413 million and $642 million for the nine months ended September 30, 2015 and 2014, respectively. The Company’s actual tax benefits realized for the tax deductions related to the exercise of employee stock options were $145 million and $161 million for the nine months ended September 30, 2015 and 2014, respectively.

For the primary 2015 annual stock option grant, the weighted average fair value at the date of grant was calculated using the Black-Scholes option-pricing model and the assumptions that follow.


	Annual
	2015
Exercise price	$	165.94
Risk-free interest rate		1.5	%
Dividend yield		2.5	%
Volatility		20.1	%
Expected life (months)		76
Black-Scholes fair value	$	23.98

Expected volatility is a statistical measure of the amount by which a stock price is expected to fluctuate during a period. For the 2015 annual grant date, the Company estimated the expected volatility based upon the average of the most recent one year volatility, the median of the term of the expected life rolling volatility, the median of the most recent term of the expected life volatility of 3M stock, and the implied volatility on the grant date. The expected term assumption is based on the weighted average of historical grants.

The following table summarizes restricted stock and restricted stock unit activity during the nine months ended September 30, 2015:

Restricted Stock Units and Restricted Stock



		Weighted
		Average
	Number of	Grant Date
	Awards	Fair Value
Nonvested balance —
As of January 1	2,817,786	$	104.41
Granted
Annual	671,204		165.86
Other	18,375		160.63
Vested	(1,005,131)		89.88
Forfeited	(44,907)		118.19
As of September 30	2,457,327	$	127.30

As of September 30, 2015, there was $102 million of compensation expense that has yet to be recognized related to non-vested restricted stock units and restricted stock. This expense is expected to be recognized over the remaining weighted-average vesting period of 25 months. The total fair value of restricted stock units and restricted stock that vested during the nine months ended September 30, 2015 and 2014 was $165 million and $144 million, respectively. The Company’s actual tax benefits realized for the tax deductions related to the vesting of restricted stock units and restricted stock was $62 million and $54 million for the nine months ended September 30, 2015 and 2014, respectively.

Restricted stock units granted under the 3M 2008 Long-Term Incentive Plan generally vest three years following the grant date assuming continued employment. Dividend equivalents equal to the dividends payable on the same number of shares of 3M common stock accrue on these restricted stock units during the vesting period, although no dividend equivalents are paid on any of these restricted stock units that are forfeited prior to the vesting date. Dividends are paid out in cash at the vesting date on restricted stock units, except for performance shares which do not earn dividends. Since the rights to dividends are forfeitable, there is no impact on basic earnings per share calculations. Weighted average restricted stock unit shares outstanding are included in the computation of diluted earnings per share.

Performance Shares

Instead of restricted stock units, the Company makes annual grants of performance shares to members of its executive management. The 2015 performance criteria for these performance shares (organic sales volume growth, return on invested capital, free cash flow conversion, and EPS growth) were selected because the Company believes that they are important drivers of long-term stockholder value. The number of shares of 3M common stock that could actually be delivered at the end of the three-year performance period may be anywhere from 0% to 200% of each performance share granted, depending on the performance of the Company during such performance period. Non-substantive vesting requires that expense for the performance shares be recognized over one or three years depending on when each individual became a 3M executive. Performance shares do not accrue dividends during the performance period. Therefore, the grant date fair value is determined by reducing the closing stock price on the date of grant by the net present value of dividends during the performance period.

The following table summarizes performance share activity during the nine months ended September 30, 2015:


		Weighted
		Average
	Number of	Grant Date
	Awards	Fair Value
Undistributed balance —
As of January 1	1,099,752	$	102.65
Granted	227,798		158.88
Distributed	(323,938)		83.08
Performance change	(95,316)		129.73
Forfeited	(20,834)		123.02
As of September 30	887,462	$	120.84

As of September 30, 2015, there was $25 million of compensation expense that has yet to be recognized related to performance shares. This expense is expected to be recognized over the remaining weighted-average earnings period of 10 months. During the nine months ended September 30, 2015 and September 30, 2014, the total fair value of performance shares that were distributed were $54 million and $35 million, respectively. The Company’s actual tax benefits realized for the tax deductions related to the distribution of performance shares for the nine months ended September 30, 2015 and September 30, 2014 were $15 million and $11 million, respectively.