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Equity Incentive Plans
12 Months Ended
Dec. 31, 2014
Equity Incentive Plans  
Equity Incentive Plans

18.  Equity Incentive Plans

       The Company currently has equity incentive plans under which the Company grants nonqualified stock options, restricted stock units and performance stock awards to certain employees and directors of the Company. The total compensation expense related to equity awards was $88 million, $93 million and $86 million and the total income tax benefits were $30 million, $32 million and $30 million for 2014, 2013 and 2012, respectively. Total cash received from the exercise of options was $314 million, $212 million and $99 million for 2014, 2013 and 2012, respectively. Total tax benefit realized on options exercised and stock unrestricted was $73 million, $65 million and $28 million for 2014, 2013 and 2012, respectively.

       The Company records compensation expense related to awards under these plans over the shorter of the period in which the requisite service is rendered or retirement eligibility is attained. Compensation expense for performance share awards is based on the probable number of awards expected to vest using the performance level most likely to be achieved at the end of the performance period. As of December 31, 2014, total unrecognized compensation cost related to all nonvested awards was $74 million, of which $29 million related to nonqualified stock options which are expected to be recognized over the weighted average vesting period of 1.78 years, $34 million related to restricted stock units which are expected to be recognized over the weighted average vesting period of 1.81 years and $11 million related to performance stock awards which are expected to be recognized over the weighted average vesting period of 1.38 years.

       Options are granted to employees with exercise prices equal to the closing share price of the Company's common stock on the applicable grant date. Options granted to employees on or after February 18, 2014 vest ratably over a three-year period. Options granted from February 22, 2010 through February 17, 2014 vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date. Vesting is subject to continued service, except for employees who are retirement eligible and in certain other limited circumstances. Options may be exercised once vested and will expire no later than ten years after the date of grant.

       Restricted stock units granted on or after February 18, 2014 vest and unrestrict in full on the third anniversary of the grant date, except for directors whose awards vest immediately and unrestrict after leaving the board. Restricted stock units granted to employees from February 22, 2010 through February 17, 2014 vest and unrestrict 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date. Vesting is subject to continued service, except for employees who are retirement eligible and in certain other limited circumstances.

       Performance stock awards vest and are converted into shares of stock on the third anniversary of the grant date. Vesting of the number of performance stock awards earned based on the attainment of performance goals for each of the performance periods is subject to continued service, except for employees who are retirement eligible and in certain other limited circumstances, and achievement of performance goals.

       A total of 97.6 million shares of common stock were authorized to be used for awards under the plans, subject to adjustment in accordance with the plans' terms. As of December 31, 2014, 29.7 million shares were reserved and remained available for future issuance under these plans. The Company uses its treasury shares for these issuances.

       The fair value of each option grant is estimated on the date of grant using a binomial lattice model. The Company uses historical data to estimate option exercise and employee termination within the valuation model. In addition, separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the binominal lattice model and represents the period of time that options granted are expected to be outstanding. The expected volatility of the price of the underlying shares is implied based on traded options and historical volatility of the Company's common stock. The expected dividends were based on the current dividend yield of the Company's stock as of the date of the grant. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used are shown in the following table.

 
  2014   2013   2012  

Weighted average expected term

    6.5 years     8.2 years     9.0 years  

Expected volatility

    16.8 - 42.2%     19.1 - 48.1%     20.2 - 53.9%  

Weighted average volatility

    28.3%     31.0%     34.6%  

Expected dividends

    1.7 - 2.2%     1.9 - 2.2%     2.2 - 3.0%  

Weighted average expected dividends

    2.1%     2.2%     2.8%  

Risk-free rate

    0.0 - 3.0%     0.0 - 2.9%     0.0 - 2.2%  

       A summary of option activity for the year ended December 31, 2014 is shown in the following table.

 
  Number
(in 000s)
  Weighted
average
exercise
price
  Aggregate
intrinsic
value
(in 000s)
  Weighted
average
remaining
contractual
term (years)
 

Outstanding as of January 1, 2014

    23,982   $ 40.60              

Granted

    2,499     52.43              

Exercised

    (7,750 )   40.55              

Forfeited

    (535 )   41.67              

Expired

    (207 )   56.44              

Outstanding as of December 31, 2014

    17,989     42.05   $ 507,227     5.4  

Outstanding, net of expected forfeitures

    17,856     42.02     504,113     5.4  

Outstanding, exercisable ("vested")

    10,872     41.19     315,929     3.8  

       The weighted average grant date fair value of options granted was $12.50, $11.99 and $8.69 during 2014, 2013 and 2012, respectively. The intrinsic value, which is the difference between the fair value and the exercise price, of options exercised was $151 million, $92 million and $52 million during 2014, 2013 and 2012, respectively.

       The changes in restricted stock units are shown in the following table for the year ended December 31, 2014.

 
  Number
(in 000s)
  Weighted
average
grant date
fair value
 

Nonvested as of January 1, 2014

    2,840   $ 35.89  

Granted

    755     52.70  

Vested

    (1,098 )   32.07  

Forfeited

    (217 )   42.46  

Nonvested as of December 31, 2014

    2,280     42.71  

       The fair value of restricted stock units is based on the market value of the Company's stock as of the date of the grant. The market value in part reflects the payment of future dividends expected. The weighted average grant date fair value of restricted stock units granted was $52.70, $45.78 and $31.89 during 2014, 2013 and 2012, respectively. The total fair value of restricted stock units vested was $60 million, $104 million and $30 million during 2014, 2013 and 2012, respectively.

       The changes in performance stock awards are shown in the following table for the year ended December 31, 2014.

 
  Number
(in 000s)
  Weighted
average
grant date
fair value
 

Nonvested as of January 1, 2014

    843   $ 36.38  

Granted

    259     52.18  

Adjustment for performance achievement

    240     37.35  

Vested

         

Forfeited

    (38 )   36.41  

Nonvested as of December 31, 2014

    1,304     39.70  

       The increase in PSA's comprises the granted which is at the targeted payout and the adjustment to the granted for performance achievement. The fair value of performance stock awards is based on the market value of the Company's stock as of the date of the grant. The market value in part reflects the payment of future dividends expected. The weighted average grant date fair value of performance stock awards granted was $52.18, $45.61 and $31.41 during 2014, 2013 and 2012, respectively. None of the performance stock awards vested during 2014, 2013 or 2012.

       The tax benefit realized in 2014, 2013 and 2012 related to tax deductions from stock option exercises and included in shareholders' equity was $23 million, $12 million and $8 million, respectively. The tax benefit realized in 2014, 2013 and 2012 related to all stock-based compensation and recorded directly to shareholders' equity was $32 million, $30 million and $6 million, respectively.