Stock-Based Compensation

Stock-Based Compensation Plan:

In March 2013, the Board of Directors, with subsequent approval of the Corporation’s shareholders, approved the adoption of the 2013 Incentive Compensation Plan (“2013 Plan”). As of December 31, 2016, approximately 7 million shares remained available for grant under the 2013 Plan.

Under the 2013 Plan, options are generally exercisable up to 10 years from the date of grant, have an exercise price that is equal to the closing price of the Corporation’s stock on the grant date, and vest ratably over four years.

The Corporation also issues restricted common stock and restricted common stock units to certain key employees (collectively referred to as “restricted stock awards”) under the 2013 Plan. The shares of restricted stock are restricted as to transfer, but are not restricted as to dividend payment or voting rights. Restricted stock units receive dividend equivalents but do not have voting rights. The transfer restrictions lapse over three or four years, depending upon whether the awards are performance-based or service-based. Performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement and service-based awards are contingent upon continued employment or meeting the requirements for retirement. Performance-based restricted stock awards vest over the three year performance period and service-based restricted stock awards vest ratably over four years.

The 2013 Plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of those colleagues whose retirement meets the early retirement or normal retirement definitions under the plan (“retirement eligible colleagues”). See Note 1 for the Corporation’s accounting policy for stock based compensation.

Accounting for Stock-Based Compensation:

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility of the Corporation’s stock. The following assumptions were used in estimating the fair value for options granted in 2016, 2015 and 2014.



	2016		2015		2014
Dividend yield	2.50	%	2.00	%	2.00	%
Risk-free interest rate	2.00	%	2.00	%	2.00	%
Weighted average expected volatility	25.00	%	20.00	%	20.00	%
Weighted average expected life	5.5 years		6 years		6 years
Weighted average per share fair value of options	$3.36		$3.08		$3.00

A summary of the Corporation’s stock option activity for the year ended December 31, 2016 is presented below.



Stock Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (000s)
Outstanding at December 31, 2015	6,629,143		$	17.22	6.24	$	18,730
Granted	1,302,298		17.45
Exercised	(1,389,146	)	14.81
Forfeited or expired	(184,452	)	21.62
Outstanding at December 31, 2016	6,357,843		$	17.67	6.10	$	47,902
Options Exercisable at December 31, 2016	3,632,749		$	17.85	4.45	$	28,109

The following table summarizes information about the Corporation’s nonvested stock option activity for the year ended December 31, 2016.



Nonvested Stock Options	Shares		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2015	2,438,898		$	3.15
Granted	1,302,298		3.36
Vested	(909,361	)	3.27
Forfeited	(106,741	)	3.39
Nonvested at December 31, 2016	2,725,094		$	3.21

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option. For the years ended December 31, 2016, 2015, and 2014 the intrinsic value of stock options exercised was $9 million, $7 million, and $4 million, respectively. The total fair value of stock options that vested was $3 million, $6 million and $7 million, respectively, for the years ended December 31, 2016, 2015, and 2014. For the years ended December 31, 2016, 2015, and 2014, the Corporation recognized compensation expense of $4 million, $4 million, and $6 million respectively, for the vesting of stock options. Included in compensation expense for 2016 was approximately $940,000 of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At December 31, 2016, the Corporation had $5 million of unrecognized compensation expense related to stock options that is expected to be recognized over the remaining requisite service periods that extend predominantly through the fourth quarter 2019.

The following table summarizes information about the Corporation’s restricted stock activity for the year ended December 31, 2016.



Restricted Stock	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2015	2,250,028		$	17.03
Granted	1,095,596		17.58
Vested	(864,617	)	16.62
Forfeited	(103,627	)	17.59
Outstanding at December 31, 2016	2,377,380		$	17.40

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Expense for restricted stock awards of approximately $18 million, $15 million, and $10 million was recorded for the years ended December 31, 2016, 2015, and 2014, respectively. Included in compensation expense for 2016 was approximately $3 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $20 million of unrecognized compensation costs related to restricted stock awards at December 31, 2016, that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2019.

The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. As described in Note 10, the Board of Directors has authorized management to repurchase shares of the Corporation’s common stock each quarter in the market, to be made available for issuance in connection with the Corporation’s employee incentive plans and for other corporate purposes. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.