Stock-Based Compensation | Stock-Based Compensation Under the stockholder-approved Long-Term Incentive Plan (LTIP), the Compensation Committee (Committee), which is made up of nonemployee members of the Board of Directors, or the Chief Executive Officer (if delegated such authority by the Committee) may grant stock options, stock appreciation rights (SARs), restricted stock units (RSUs), restricted shares, performance share units (PSUs), and performance shares, up to a maximum of 104,125,000 shares of our common stock (Common Stock). The number of shares remaining for issuance under LTIP is reduced (i) by 1 for each award granted as a stock option or stock-settled SAR, or (ii) by 1.61 for an award made in the form other than a stock option or stock-settled SAR. Under the Board-approved Thoroughbred Stock Option Plan (TSOP), the Committee may grant stock options up to a maximum of 6,000,000 shares of Common Stock. As a broad-based stock option plan, stockholder approval of TSOP was not required. We use newly issued shares to satisfy any exercises and awards under LTIP and TSOP. Shares available for future grants are shown in the table on page K69. LTIP also permits the payment – on a current or a deferred basis and in cash or in stock – of dividend equivalents on shares of Common Stock covered by stock options, RSUs, or PSUs in an amount commensurate with regular quarterly dividends paid on Common Stock. With respect to stock options, if employment of the participant is terminated for any reason, including retirement, disability, or death, we have no further obligation to make any dividend equivalent payments. Regarding RSUs, if employment of the participant is terminated for any reason other than retirement, disability, or death, we have no further obligation to make any dividend equivalent payments. Should an employee terminate employment, they are not required to forfeit dividend equivalent payments already received. Outstanding PSUs do not currently receive dividend equivalent payments. During the first and second quarters of 2015, the Committee granted stock options, RSUs and PSUs pursuant to LTIP and granted stock options pursuant to TSOP. Receipt of an award under LTIP was made contingent upon the awardee’s execution of a non-compete agreement, and all awards under LTIP were made subject to forfeiture in the event the awardee “engages in competing employment” for a period of time following retirement. Accounting Method We account for our grants of stock options, RSUs, PSUs, and dividend equivalent payments in accordance with ASC 718, “Compensation-Stock Compensation.” Accordingly, all awards result in charges to net income while dividend equivalent payments, which are all related to equity classified awards, are charged to retained income. Related compensation costs were $42 million in 2015 , $44 million in 2014 , and $54 million in 2013 . The total tax effects recognized in income in relation to stock-based compensation were benefits of $13 million in 2015 , $14 million in 2014 , and $18 million in 2013 . “Common stock issued” in the Consolidated Statements of Cash Flows for the years ended December 31, 2015 , 2014 , and 2013 includes tax benefits generated from tax deductions in excess of compensation costs recognized for share-based awards of $14 million , $37 million , and $38 million , respectively. Stock Options Option exercise prices may not be less than the average of the high and low prices at which Common Stock is traded on the grant date and, effective for LTIP options granted after May 13, 2010, will be at least the higher of (i) the average of the high and low prices at which Common Stock is traded on the grant date, or (ii) the closing price of Common Stock on the grant date. All options are subject to a vesting period of at least one year, and the term of the option will not exceed ten years. Holders of the options granted under LTIP who remain actively employed receive cash dividend equivalent payments for four years in an amount equal to the regular quarterly dividends paid on Common Stock. Dividend equivalent payments are not made on TSOP options. In the first quarter of 2015 , 511,010 options were granted under LTIP and 181,320 options were granted under TSOP. In the second quarter of 2015, 132,880 options were granted under LTIP. The grant prices were $104.23 and $92.76 for the options granted in the first and second quarters of 2015, respectively. In the first quarter of 2014 , 515,240 options were granted under LTIP and 181,070 options were granted under TSOP, each with a grant price of $94.17 . In the first quarter of 2013 , 748,200 options were granted under LTIP and 268,500 options were granted under TSOP, each with a grant price of $69.83 . For all years, options granted under LTIP and TSOP may not be exercised prior to the fourth and third anniversaries of the date of grant, respectively, or if the optionee retires or dies before that anniversary date, may not be exercised before the later of one year after the grant date or the date of the optionee’s retirement or death. The fair value of each option awarded in 2015 , 2014 , and 2013 was measured on the date of grant using a lattice-based option valuation model. Expected volatilities are based on implied volatilities from traded options on, and historical volatility of, Common Stock. Historical data is used to estimate option exercises and employee terminations within the valuation model. The average expected option life is derived from the output of the valuation model and represents the period of time that all options granted are expected to be outstanding, including the branches of the model that result in options expiring unexercised. The average risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. A dividend yield of zero was used for LTIP options during the vesting period. For 2015 , 2014 , and 2013 , a dividend yield of 2.27% , 2.29% , and 2.86% , respectively, was used for all vested LTIP options and all TSOP options. The assumptions for the LTIP and TSOP grants for the last three years are shown in the following table: 2015 2014 2013 Expected volatility range 19% – 27% 23% – 27% 24% – 30% Average expected volatility 25% 25% 26% Average risk-free interest rate 1.83% 2.79% 1.88% Average expected option term LTIP 9.3 years 8.9 years 9.0 years Per-share grant-date fair value LTIP $ 30.35 $ 29.87 $ 20.40 Average expected option term TSOP 9.1 years 8.8 years 8.9 years Per-share grant-date fair value TSOP $ 24.71 $ 24.38 $ 15.84 Options granted (LTIP and TSOP) 825,210 696,310 1,016,700 A summary of the status of changes in stock options is presented below: Stock Options Weighted Avg. Exercise Price Outstanding at December 31, 2014 5,831,317 $ 61.57 Granted 825,210 102.38 Exercised (589,081 ) 52.99 Forfeited (18,710 ) 86.70 Outstanding at December 31, 2015 6,048,736 67.90 The aggregate intrinsic value of options outstanding at December 31, 2015 , was $122 million with a weighted average remaining contractual term of 5.4 years. Of these options outstanding, 3,420,586 were exercisable and had an aggregate intrinsic value of $106 million with a weighted average exercise price of $53.69 and a weighted average remaining contractual term of 3.8 years. The following table provides information related to options exercised for the last three years: 2015 2014 2013 ($ in millions) Options exercised 589,081 2,009,461 2,570,088 Total intrinsic value $ 27 $ 106 $ 106 Cash received upon exercise 29 93 93 Related tax benefits realized 7 26 31 At December 31, 2015 , total unrecognized compensation related to options granted under LTIP and TSOP was $12 million , and is expected to be recognized over a weighted-average period of approximately 2.4 years. Restricted Stock Units RSU grants and grant-date fair values were 101,470 and $104.23 in 2015 ; 113,505 and $94.17 in 2014 ; and 162,000 and $69.83 in 2013 . RSUs granted in all three years have a five -year restriction period and will be settled through the issuance of shares of Common Stock. The RSU grants include cash dividend equivalent payments during the restriction period in an amount equal to regular quarterly dividends paid on Common Stock. During 2015 , 166,750 of the RSUs granted in 2010 vested, with 99,337 shares of Common Stock issued net of withholding taxes. A summary of the status of and changes in RSUs is presented below: RSUs Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2014 756,505 $ 67.94 Granted 101,470 104.23 Vested (166,750 ) 47.76 Forfeited (2,500 ) 78.07 Nonvested at December 31, 2015 688,725 78.14 At December 31, 2015 , total unrecognized compensation related to RSUs granted under LTIP was $8 million , and is expected to be recognized over a weighted-average period of approximately 3.1 years. The total related tax benefits realized in 2015 , 2014 , and 2013 were $4 million , $6 million , and $2 million , respectively. Performance Share Units PSUs provide for awards based on achievement of certain predetermined corporate performance goals at the end of a three-year cycle and are settled through the issuance of shares of Common Stock. PSU grants were 413,770 in 2015 and grant-date fair values relating to performance and market conditions were $97.24 and $46.08 , respectively, with the market condition fair value measured on the date of grant using a Monte Carlo simulation model. PSU grants were 399,530 and 550,800 in 2014 and 2013 , respectively; grant-date fair values relating to performance and market conditions were $94.17 and $50.31 , respectively, in 2014, and grant-date fair values relating to performance and market conditions were $69.83 and $36.01 , respectively, in 2013 . During 2015 , 236,601 of the PSUs granted in 2012 were earned, with 141,386 shares of Common Stock issued net of withholding taxes. A summary of the status of and changes in PSUs is presented below: PSUs Weighted- Average Grant-Date Fair Value Balance at December 31, 2014 1,414,780 $ 72.26 Granted 413,770 71.66 Earned (236,601 ) 75.14 Unearned (229,149 ) 75.14 Forfeited (1,750 ) 70.98 Balance at December 31, 2015 1,361,050 71.09 At December 31, 2015 , total unrecognized compensation related to PSUs granted under LTIP was $5 million , and is expected to be recognized over a weighted-average period of approximately 1.6 years. The total related tax benefits realized were $3 million in 2015 , and $5 million in both 2014 and 2013 . Shares Available and Issued Shares of Common Stock available for future grants and issued in connection with all features of LTIP and TSOP at December 31, were as follows: 2015 2014 2013 Available for future grants: LTIP 11,769,796 4,899,428 5,945,033 TSOP 832,676 998,896 1,172,256 Issued: LTIP 708,059 2,168,641 2,765,986 TSOP 121,745 252,042 331,282 |