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 (when delegated authority by such 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, of which 8,644,108 remain available for future grants as of December 31, 2018 . The number of shares remaining for issuance under the 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. We use newly issued shares to satisfy any exercises and awards under the LTIP and the TSOP. The 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, we have no further obligation to make any dividend equivalent payments unless employment of the participant is terminated as a result of qualifying retirement or disability. Should an employee terminate employment, they are not required to forfeit dividend equivalent payments already received. Outstanding PSUs do not receive dividend equivalent payments. The Committee granted stock options, RSUs and PSUs pursuant to the LTIP and granted stock options pursuant to the TSOP for the last three years as follows: 2018 2017 2016 Granted Weighted Average Grant-Date Fair Value Granted Weighted Average Grant-Date Fair Value Granted Weighted Average Grant-Date Fair Value Stock options: LTIP 40,960 $ 41.70 341,120 $ 37.73 694,290 $ 19.92 TSOP — — 144,440 31.33 302,320 14.75 Total 40,960 485,560 996,610 RSUs 217,290 148.37 83,330 120.16 136,250 70.44 PSUs 92,314 91.60 300,334 88.56 1,042,628 52.75 Beginning in 2018, recipients of certain RSUs and PSUs pursuant to the LTIP who retire prior to October 1st will forfeit awards received in the current year. Receipt of certain LTIP awards is contingent on the recipient having executed a non-compete agreement with the company. We account for our grants of stock options, RSUs, PSUs, and dividend equivalent payments in accordance with FASB 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. Compensation cost for the awards is recognized on a straight-line basis over the requisite service period for the entire award. Related compensation costs and tax benefits during the year were: 2018 2017 2016 ($ in millions) Stock-based compensation expense $ 47 $ 45 $ 42 Total tax benefit 33 54 31 Stock Options Option exercise prices 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 the 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 the TSOP options. For all years, options granted under the LTIP and the 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 2018 was measured on the date of grant using the Black-Scholes valuation model. The fair value of each option awarded in 2017 and 2016 was measured on the date of grant using a binomial lattice-based option valuation model. Expected volatility is based on implied volatility 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. For the 2018 grant year, historical exercise data is used to estimate the average expected option term. For the 2017 and 2016 grant years, the average expected option term 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 the LTIP options during the vesting period. For 2018 , 2017 , and 2016 , a dividend yield of 1.94% , 2.04% , and 3.37% , 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: 2018 2017 2016 Average expected volatility 24 % 26 % 27 % Average risk-free interest rate 2.55 % 2.51 % 2.00 % Average expected option term LTIP 7.2 years 8.6 years 8.9 years Average expected option term TSOP — 8.3 years 8.6 years A summary of changes in stock options is presented below: Stock Options Weighted Avg. Exercise Price Outstanding at December 31, 2017 4,234,067 $ 83.17 Granted 40,960 149.58 Exercised (840,175 ) 72.08 Forfeited (15,208 ) 89.57 Outstanding at December 31, 2018 3,419,644 86.66 The aggregate intrinsic value of options outstanding at December 31, 2018 was $215 million with a weighted average remaining contractual term of 5.7 years . Of these options outstanding, 1,908,864 were exercisable and had an aggregate intrinsic value of $175 million with a weighted average exercise price of $57.81 and a weighted average remaining contractual term of 3.0 years . The following table provides information related to options exercised for the last three years: 2018 2017 2016 ($ in millions) Options exercised 840,175 1,789,939 1,466,721 Total intrinsic value $ 72 $ 114 $ 60 Cash received upon exercise 58 104 74 Related tax benefits realized 16 35 13 At December 31, 2018 , total unrecognized compensation related to options granted under the LTIP and the TSOP was $5 million , and is expected to be recognized over a weighted-average period of approximately 1.6 years . Restricted Stock Units RSUs granted in 2018 primarily have a four -year ratable restriction period and will be settled through the issuance of shares of Common Stock. RSUs granted in 2017 and 2016 have a five -year restriction period and will also be settled through the issuance of shares of Common Stock. Certain RSU grants include cash dividend equivalent payments during the restriction period in an amount equal to regular quarterly dividends paid on Common Stock. 2018 2017 2016 ($ in millions) RSUs vested 160,200 137,200 175,500 Common Stock issued net of tax withholding 99,968 81,318 103,936 Related tax benefit realized $ 3 $ 3 $ 1 A summary of changes in RSUs is presented below: RSUs Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2017 588,405 $ 87.40 Granted 217,290 148.37 Vested (160,200 ) 69.83 Forfeited (8,460 ) 143.24 Nonvested at December 31, 2018 637,035 111.87 At December 31, 2018 , total unrecognized compensation related to RSUs was $17 million , and is expected to be recognized over a weighted-average period of approximately 2.9 years . Performance Share Units PSUs provide for awards based on the achievement of certain predetermined corporate performance goals at the end of a three-year cycle and are settled through the issuance of shares of Common Stock. All PSUs will earn out based on the achievement of performance conditions and some will also earn out based on a market condition. The market condition fair value was measured on the date of grant using a Monte Carlo simulation model. 2018 2017 2016 ($ in millions) PSUs earned 154,189 171,080 406,038 Common Stock issued net of tax withholding 94,399 99,805 241,757 Related tax benefit realized $ 3 $ 1 $ 3 A summary of changes in PSUs is presented below: PSUs Weighted- Average Grant-Date Fair Value Balance at December 31, 2017 1,748,752 $ 63.36 Granted 92,314 91.60 Earned (154,189 ) 46.08 Unearned (256,981 ) 87.01 Forfeited (3,070 ) 77.26 Balance at December 31, 2018 1,426,826 62.77 At December 31, 2018 , total unrecognized compensation related to PSUs granted under the LTIP was $5 million , and is expected to be recognized over a weighted-average period of approximately 1.5 years . Shares Available and Issued Shares of Common Stock available for future grants and issued in connection with all features of the LTIP and the TSOP at December 31, were as follows: 2018 2017 2016 Available for future grants: LTIP 8,644,108 8,774,768 9,385,674 TSOP 422,973 410,895 544,217 Issued: LTIP 820,746 1,679,547 1,511,645 TSOP 213,796 291,515 300,769 |