Employee Benefit and Incentive Plans | 12 Months Ended |
Dec. 31, 2014 |
Employee Benefits and Share-based Compensation [Abstract] | |
Employee Benefit and Incentive Plans | Employee Benefit and Incentive Plans |
Share and Equity-based Compensation |
Our total share and equity-based compensation expense is presented below: |
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| Year Ended December 31, | | Year Ended December 31, | | Year Ended December 31, | |
2014 | 2013 | 2012 | |
Cost of sales | $ | 14 | | | $ | 11 | | | $ | 8 | | |
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Selling, general and administrative | 34 | | | 26 | | | 27 | | |
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Research and development | 19 | | | 11 | | | 8 | | |
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Total | $ | 67 | | | $ | 48 | | | $ | 43 | | |
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2011 Omnibus Incentive Plan |
Non-qualified Options |
During 2014, we granted approximately 2.5 million stock options under the 2011 Omnibus Incentive Plan, as amended and restated, (the "2011 Plan") to certain executives and employees. Included in this amount were 2.1 million stock options granted on January 5, 2014 as part of the annual long-term incentive grants (the "2014 Annual Grant"). The awards granted in connection with the 2014 Annual Grant had a grant date fair value of $6.67 per share and an exercise price of $15.37 per share, which was equal to the stock price on January 3, 2014, the last trading day before the award date. Total compensation costs associated with the stock options under the 2014 Annual Grant was $11 million, net of estimated forfeitures. |
Under the 2011 Plan, we have granted approximately 7 million non-qualified stock options in Freescale Ltd. (the “2011 Options”) with exercise prices ranging from $8.73 to $24.79 per share, to certain executives and employees, which remain outstanding as of December 31, 2014. The 2011 Options generally vest at a rate of 25% of the total grant on each of the first, second, third and fourth anniversaries of the date of grant, and are subject to the terms and conditions of the 2011 Plan and related award agreements. As of December 31, 2014, we had approximately $26 million of unamortized expense, net of estimated forfeitures, which is being amortized on a straight-line basis over a period of four years to additional paid-in capital. |
The fair value of the 2011 Options was estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in the model are outlined in the following table: |
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| Year Ended December 31, | | Year Ended December 31, | | Year Ended December 31, | |
2014 | 2013 | 2012 | |
Weighted average grant date fair value per share | $ | 6.98 | | | $ | 7.05 | | | $ | 6.93 | | |
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Weighted average assumptions used: | | | | | | |
Expected volatility | 48.79 | % | | 60.71 | % | | 63 | % | |
Expected lives (in years) | 4.75 | | | 4.75 | | | 5 | | |
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Risk free interest rate | 1.43 | % | | 0.75 | % | | 0.92 | % | |
Expected dividend yield | — | % | | — | % | | — | % | |
In accordance with ASC Topic 718, the computation of the expected volatility assumptions used in the Black-Scholes calculations for grants was based on historical volatilities and implied volatilities of peer companies. The Company utilized the volatilities of peer companies due to our lack of extensive history as a public company and the fact that our current equity was not publicly traded prior to May 26, 2011. The peer companies operate in the semiconductor industry and are of similar size. When establishing the expected life assumptions, we use the “simplified” method prescribed in ASC Topic 718 for companies that do not have adequate historical data. The risk-free interest rate is measured as the prevailing yield for a U.S. Treasury security with a maturity similar to the expected life assumption. |
A summary of changes in the 2011 Options outstanding during 2014 is presented below: |
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| Stock Options | | Wtd. Avg. | | Wtd. Avg. | | Aggregate |
(in thousands) | Exercise Price | Remaining | Intrinsic Value |
| Per Share | Contractual | (in millions) |
| | Term (Years) | |
Balance at January 1, 2014 | 5,807 | | | $ | 13.09 | | | 6 | | $ | 17 | |
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Granted | 2,491 | | | $ | 16.55 | | | | | |
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Terminated, canceled or expired | (411 | ) | | $ | 14.56 | | | | | |
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Exercised | (900 | ) | | $ | 12.73 | | | | | |
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Balance at December 31, 2014 | 6,987 | | | $ | 14.28 | | | 5 | | $ | 76 | |
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Exercisable options at December 31, 2014 | 1,509 | | | $ | 12.9 | | | 5 | | $ | 19 | |
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The intrinsic value of options exercised under this plan during 2014 and 2013 was $7 million and $1 million, respectively. |
Restricted Share Units |
During 2014, we granted approximately 4.2 million RSUs to certain executives and employees under the 2011 Plan. Included in this amount were 3.8 million RSUs granted in connection with the 2014 Annual Grant with a grant date fair value of $15.37 per RSU and total compensation cost of $45 million, net of estimated forfeitures. While RSUs generally vest at a rate of 25% of the total grant on the first, second, third and fourth anniversaries of the date of grant, some RSUs vest at a rate of one-third of the total grant on each of the first, second and third anniversaries of the date of grant, or other vesting schedule depending on the award, and are subject to the terms and conditions of the 2011 Plan and related award agreements. RSUs are not entitled to dividends or voting rights, if any, until the underlying common shares are delivered. The fair value of the RSU awards is recognized on a straight-line basis over the vesting period. |
Also during 2014, we granted approximately 0.9 million performance-based RSUs ("TSR") to certain executives largely in connection with the 2014 Annual Grant. Each TSR cliff vests on the third anniversary of the date of grant upon certification of performance by the Compensation and Leadership Committee of the Board of Directors after the completion of the performance period, and entitles the grant recipient to receive from 0 to 1.50 common shares for each of the target units awarded based on the relative total shareholder return of the Company's share price as compared to a set of peer companies. The Company estimates the fair value of the TSRs using a Monte Carlo valuation model, which includes a modifier for market results. The grant date fair value for the TSRs granted in connection with the Annual Grant was $15.98 per TSR, with a total compensation cost of $12 million, net of estimated forfeitures. TSRs are amortized on a straight-line basis over a period of three years to additional paid-in capital. The assumptions used in the Monte Carlo model, outside of projections of market results, are outlined in the following table: |
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| Year Ended December 31, | | Year Ended December 31, | | | | | |
2014 | 2013 | | | | | |
Weighted average grant date fair value per share | $ | 16.13 | | | $ | 17.01 | | | | | | |
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Weighted average assumptions used: | | | | | | | | |
Expected volatility | 48.4 | % | | 48.32 | % | | | | | |
Expected lives (in years) | 2.98 | | | 2.75 | | | | | | |
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Risk free interest rate | 0.8 | % | | 0.33 | % | | | | | |
Expected dividend yield | — | % | | — | % | | | | | |
We also have outstanding performance-based RSUs ("PRSUs") that were granted to certain executives of the Company under the 2011 Plan. The PRSUs granted, to the extent earned, vest at a rate of one-third of the total grant on each of the first, second and third anniversaries of the date of grant for certain executives or vest fully on the third anniversary of the date of grant for PRSUs granted to our CEO. The number of common shares underlying each PRSU is contingent on Company performance measured by annual revenue and earnings per share goals established by the Compensation and Leadership Committee of the Board of Directors for each annual performance period. Each PRSU entitles the grant recipient to receive from 0 to 1.50 common shares for certain executives or 0 to 1.0 common shares for PRSUs granted to our CEO based on the Company’s achievement of the performance goals for each performance period. |
As of December 31, 2014 we had approximately $79 million of unamortized expense, net of expected forfeitures, which is being amortized on a straight-line basis to additional paid-in capital over a period of three or four years, depending on the award, for RSUs and three years for TSRs and PRSUs. Under the terms of the RSU, TSR and PRSU award agreements, common shares underlying these awards are issued to the participant upon vesting of the award based on the passage of time for the RSUs and based on both the passage of time and performance results for the TSRs and PRSUs. |
A summary of changes in the RSUs, TSRs and PRSUs outstanding under the 2011 Plan during 2014 is presented below: |
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| RSUs, TSRs and PRSUs | | Wtd. Avg. Grant | | | | | | |
(in thousands) | Date Fair Value | | | | | | |
| Per Share | | | | | | |
Non-vested RSU, TSR and PRSU balance at January 1, 2014 | 7,291 | | | $ | 14.04 | | | | | | | |
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Granted | 5,107 | | | $ | 15.94 | | | | | | | |
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Issued | (2,059 | ) | | $ | 13.93 | | | | | | | |
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Terminated, canceled or expired | (581 | ) | | $ | 14.57 | | | | | | | |
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Non-vested RSU, TSR and PRSU balance at December 31, 2014 | 9,758 | | | $ | 15.03 | | | | | | | |
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The weighted average grant date fair value of all RSUs, TSRs and PRSUs granted during 2014, 2013 and 2012 was $15.94 per share, $13.98 per share and $14.71 per share, respectively. The total intrinsic value of RSUs, TSRs and PRSUs issued under this plan during 2014, 2013 and 2012 was $49 million, $16 million and $3 million, respectively. |
2015 Annual Grant |
On January 5, 2015, we granted approximately 1.6 million stock options and 3.6 million RSUs under the 2011 Plan to certain executives and employees as part of our annual long-term incentive grants ("2015 Annual Grant"). The stock options and RSUs generally vest 25% on each of the first, second, third and fourth anniversaries of the date of grant. The grant date fair value of the stock options was $9.83 and the exercise price for these awards was equal to the closing price on January 5, 2015, the last active trading day prior to the grant date, of $24.63. The grant date fair value for these RSUs was $24.63 per RSU. Total compensation costs associated with these awards of $81 million, net of estimated forfeitures, will be amortized on a straight-line basis over a period of four years to additional paid-in capital. |
Also, as part of the 2015 Annual Grant, we granted TSRs to certain executives. The target units awarded were approximately 0.6 million, which cliff vest on the third anniversary of the date of grant upon certification of performance by the Compensation and Leadership Committee of the Board of Directors after the completion of the performance period. The number of units that will vest will range from 0% to 150% of the target shares awarded based on the relative total shareholder return of the Company's share price as compared to a set of peer companies. The grant date fair value for these TSR awards was $25.87 per TSR, as determined using the Monte-Carlo valuation model, and total compensation costs of $13 million, net of estimated forfeitures, will be amortized on a straight-line basis over a period of three years to additional paid-in capital. |
2006 Management Incentive Plan and 2007 Employee Incentive Plan |
Upon completion of the IPO, the shares reserved for issuance under the 2006 Management Incentive Plan (the “2006 MIP”) and 2007 Employee Incentive Plan (the “2007 EIP”) that were not issued or subject to outstanding grants became available under the 2011 Plan, and no further awards will be made under the 2006 MIP or 2007 EIP. In the event that any outstanding award under the 2011 Plan, the 2007 EIP or the 2006 MIP is forfeited for any reason, terminates, expires or lapses, any shares subject to such award will be available for issuance under the 2011 Plan. |
During 2014, approximately 994 thousand and 299 thousand stock options were exercised under the 2006 MIP and the 2007 EIP, respectively, with weighted average strike prices of $6.80 and $6.40, respectively. As of December 31, 2014, there were 537 thousand and 556 thousand stock options outstanding under the 2006 MIP and the 2007 EIP, respectively. |
Employee Share Purchase Plan |
Our Employee Share Purchase Plan (“ESPP”), as amended and restated, has approximately 7 million remaining common shares reserved for future issuance after taking into account the shares issued on January 6, 2015. Under the ESPP, eligible participants are allowed to purchase common shares of Freescale through payroll deductions of up to 15% of their compensation on an after-tax basis. The price an employee pays per share is 85% of the fair market value of the common shares on the close of the last trading day of the purchase period. The ESPP has two six-month purchase periods, the first of which begins on January 1 and the second of which begins on July 1. On January 3, 2014, approximately 902 thousand common shares of Freescale were issued to participating employees under the ESPP for the second half of 2013 purchase period at a discounted price of $13.64 per share. On July 3, 2014, approximately 722 thousand common shares of Freescale were issued to participating employees under the ESPP for the first half of 2014 purchase period at a discounted price of $19.98 per share. On January 6, 2015, approximately 690 thousand common shares of Freescale were issued to participating employees under the ESPP for the second half of 2014 purchase period at a discounted price of $21.45 per share. During 2014, 2013 and 2012, we recognized $5 million, $4 million and $4 million, respectively, of compensation costs related to the 15% discount offered under this plan. |
Defined Contribution Plans |
We have a retirement savings plan covering substantially all eligible U.S. employees (the “Plan”). The Plan provides for employer matching contributions which may be made in amounts up to a 100% match of each participant’s pre-tax and/or post-tax contributions to the Plan not to exceed 5% of the participant’s eligible earnings. Under our defined contribution plans, matching contributions totaled $30 million in 2014, $27 million in 2013 and $29 million in 2012. |
Other Incentive Plan |
Semi-annual short-term cash awards are governed by the Freescale Semiconductor, Inc. 2011 Incentive Plan under which Freescale Inc. has the authority to pay cash bonuses to eligible employees through underlying bonus plans covering six-month periods. Freescale Inc. allocates a bonus target to each participating employee for each semi-annual period during the calendar year. The employee’s incentive award is determined based on the employee’s bonus target as a percent of their eligible earnings, the employee’s individual performance and the Company’s achievement of performance against pre-established business performance objectives, subject to adjustment at the discretion of the Compensation and Leadership Committee. We recognized expense of $91 million in 2014 and $51 million in 2013 related to this program. No expense was recorded in 2012, as the Company did not achieve the pre-established performance objectives under the bonus plan. |
Pension and Post-retirement Benefit Plans |
In accordance with the provisions of ASC Topic 715, “Compensation – Retirement Benefits,” we recognize the funded status of our defined benefit post-retirement plans on our accompanying Consolidated Balance Sheets, and changes in the funded status are reflected in comprehensive earnings in the accompanying Consolidated Statements of Comprehensive Earnings (Loss). The measurement date for all U.S. and non-U.S. plans was December 31st for 2014 and 2013. |
Pension Benefits |
At the Distribution Date, the pension benefits for all active U.S. employees were frozen. Obligations related to retired and other vested participants as of the Distribution Date remained the responsibility of Motorola. We did not adopt a new U.S. pension plan. Most of Freescale Inc.’s non-U.S. retirement benefit plans were also frozen as of the Distribution, with respect to our employees, with the obligation for retirees and vested participants remaining the responsibility of Motorola, and Freescale Inc. no longer participating in the Motorola plans. We continue to offer defined benefit plans to approximately 2,700 non-U.S. employees. |
Net periodic benefit cost for pension plans was $12 million, $13 million and $11 million in 2014, 2013 and 2012, respectively. Our contributions to these plans aggregated to $3 million, $2 million and $3 million in 2014, 2013 and 2012, respectively. The estimated amount of net actuarial loss included in accumulated other comprehensive earnings as of December 31, 2014, that is expected to be amortized into net periodic benefit cost over the next fiscal year is $4 million for the non-U.S. defined benefit plans. |
The weighted average assumptions for these benefit plans as of December 31, 2014 and 2013 were as follows: |
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| December 31, | | December 31, | | | | | | | |
2014 | 2013 | | | | | | | |
Discount rates | 2 | % | | 3 | % | | | | | | | |
Expected return on plan assets | 2.2 | % | | 3.4 | % | | | | | | | |
Rate of compensation increase | 3.1 | % | | 3.2 | % | | | | | | | |
Benefit payments, which reflect expected future service, are estimated to be $2 million in 2015, $3 million in 2016, $3 million in 2017, $4 million in 2018, $4 million in 2019 and $27 million for the next five years thereafter. |
The overall expected long-term rate of return on plan assets is based on expected returns on individual asset types included in asset portfolios provided by pension plan fund managers, as well as expected interest on insurance contracts purchased to fund pension benefits. |
The accumulated benefit obligation (ABO) for all defined benefit plans was $161 million and $142 million at December 31, 2014 and 2013, respectively. The projected benefit obligation of these plans was $183 million and $158 million at December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013, plan assets of approximately $51 million and $53 million, respectively, were principally invested in equity, debt and guaranteed investment securities. |
Plan Assets Underlying Pension Plans |
The pension plans for certain of our foreign subsidiaries have underlying assets, while pension plans of other foreign subsidiaries are unfunded. Our overall investment strategy with regard to these pension assets is to achieve a wide diversification of asset types, fund strategies and fund managers with resulting future cash flows associated with such investments sufficient to fund anticipated future pension payments. The target allocations for plan assets are 30% equity securities and 70% fixed income securities with minimal cash investment, although the actual plan asset allocations may be within a specified range of these targets. Equity securities primarily include investments in U.S. and international large-cap and mid-cap companies. Fixed income securities include international government securities, corporate bonds from diversified industries, municipal bonds, and U.S. Treasury securities. Cash investments primarily include cash balances and investments in time deposits. The actual asset allocations are reviewed and rebalanced on a periodic basis to maintain the target allocations. The portfolio diversification provides protection against a single security or class of securities having a disproportionate impact on aggregate performance. |
The fair values of our pension plan assets at December 31, 2014 and 2013 by asset category, utilizing the fair value hierarchy discussed in Note 3, “Fair Value Measurements,” are as follows: |
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| | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | |
As of December 31, 2014 | Total | | (Level 1) | | (Level 2) | |
Assets | | | | | | |
Common collective trust | $ | 38 | | | $ | — | | | $ | 38 | | |
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Insurance contracts | 13 | | | — | | | 13 | | |
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Total assets | $ | 51 | | | $ | — | | | $ | 51 | | |
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| | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | |
As of December 31, 2013 | Total | | (Level 1) | | (Level 2) | |
Assets | | | | | | |
Common collective trust | $ | 39 | | | $ | — | | | $ | 39 | | |
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Insurance contracts | 14 | | | — | | | 14 | | |
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Total assets | $ | 53 | | | $ | — | | | $ | 53 | | |
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Our interest in the common collective trust investments are managed by one custodian. Consistent with our investment strategy, the custodian has invested the assets across a widely diversified portfolio of U.S. and international equity and fixed income securities. Fair values of each security within the collective trust as of December 31, 2014 and 2013 were obtained from the custodian and are based on quoted market prices of individual investments; however, since the fund itself does not have immediate liquidity or a quoted market price, these assets are considered Level 2. |
Our insurance contract pension assets represent a claim on a policy value which are independent from the value of investments underlying it, as the insurer is obliged to guarantee this amount regardless of (i) how the amount is invested, (ii) the value of the insurer’s investment at a point in time and (iii) the future fluctuations in value of the insurer’s assets underlying the policies. This guaranty is demanded by the German Federal Insurance Board, and any insurer must accept and declare this guaranty in its business terms, otherwise their terms are not approved. The value of the insurance contracts is considered Level 2. There were no Level 3 instruments at December 31, 2014 or 2013. |
Post-retirement Health Care Benefits |
Certain retiree benefits are available to eligible U.S. employees meeting certain age and service requirements upon termination of employment through the Motorola Post-retirement Healthcare Plan ("Post-retirement Healthcare Plan"). At the Distribution Date, Freescale Inc. assumed responsibility for the retiree medical benefit obligation for all eligible retired participants, active vested participants, and active participants who vested within the three year period following the Distribution. |
The components of the expense we incurred under the Post-retirement Healthcare Plan were as follows: |
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| Year ended December 31, 2014 | | Year ended December 31, 2013 | | Year ended December 31, 2012 | |
Service cost | $ | — | | | $ | 1 | | | $ | 1 | | |
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Interest cost | 6 | | | 6 | | | 7 | | |
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Net amortization of gains | (4 | ) | | (1 | ) | | (1 | ) | |
Post-retirement expense | $ | 2 | | | $ | 6 | | | $ | 7 | | |
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The measurement date for the valuation of our obligations and assets for the Post-retirement Healthcare Plan was December 31st for 2014 and 2013. Our obligation consists of an ABO and represents the actuarial present value of benefits payable to plan participants for services rendered at the valuation date. Our obligation under the Post-retirement Healthcare Plan is as follows: |
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| Year ended December 31, 2014 | | Year ended December 31, 2013 | | Year ended December 31, 2012 | |
Beginning of year | $ | 122 | | | $ | 166 | | | $ | 158 | | |
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Service cost | — | | | 1 | | | 1 | | |
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Interest cost | 6 | | | 6 | | | 7 | | |
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Actuarial loss (gain) | 30 | | | (45 | ) | | 10 | | |
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Benefits paid, net | (6 | ) | | (6 | ) | | (6 | ) | |
Prior service cost | — | | | — | | | (5 | ) | |
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Other | — | | | — | | | 1 | | |
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Total benefit obligation | $ | 152 | | | $ | 122 | | | $ | 166 | | |
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Benefit payments, which reflect expected future service, are estimated to be $5 million in 2015, $7 million in 2016, $8 million in 2017, $9 million in 2018, $10 million in 2019 and $53 million for the next five years thereafter. The estimated amount of net actuarial gain and unrecognized prior service credit included in accumulated other comprehensive earnings as of December 31, 2014, that are expected to be amortized into net periodic benefit cost over the next fiscal year is $1 million for the Post-retirement Healthcare Plan. |
The weighted average assumptions for these retiree medical benefits as of December 31, 2014 and 2013 were as follows: |
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| December 31, | | December 31, | | | | | | | |
2014 | 2013 | | | | | | | |
Discount rate | 4 | % | | 4.75 | % | | | | | | | |
Assumed health care trend rate for next year | 7.11 | % | | 6.72 | % | | | | | | | |
Assumed ultimate health care trend rate | 4.5 | % | | 4.5 | % | | | | | | | |
Year that the rate reaches the ultimate trend rate | 2026 | | | 2026 | | | | | | | | |
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The assumed discount rate is based on market rates as of the measurement date and is utilized in calculating the actuarial present value of our obligation, periodic expense and health care cost trend rate for the Post-retirement Healthcare Plan. |
The assumed health care cost trend rate represents our estimate of the annual rates of change in the costs of the health care benefits currently provided by the Post-retirement Healthcare Plan. The estimated effect of a 1% increase in assumed health care cost trends would increase 2015 costs by $1 million and increase the benefit obligation at December 31, 2014 by $17 million. The estimated effect of a 1% decrease in assumed health care cost trends would decrease 2015 costs by $1 million and decrease the benefit obligation at December 31, 2014 by $14 million. |
The reconciliation of the funded status of the Post-retirement Healthcare Plan is as follows: |
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| December 31, | | December 31, | | | | | |
2014 | 2013 | | | | | |
Benefit obligation | $ | (152 | ) | | $ | (122 | ) | | | | | |
Fair value of plan assets | — | | | — | | | | | | |
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Funded status | (152 | ) | | (122 | ) | | | | | |
Unrecognized net gain | (33 | ) | | (67 | ) | | | | | |
Unrecognized prior service cost | (4 | ) | | (4 | ) | | | | | |
Accrued cost | $ | (189 | ) | | $ | (193 | ) | | | | | |