COMMON EQUITY | Stock Option Activity The following table identifies non-qualified stock options granted by the Compensation Committee of the Board of Directors (Compensation Committee): Nine Months Ended September 30 2015 2014 Non-qualified stock options granted 516,475 899,500 Estimated fair value per non-qualified stock option $ 5.29 $ 4.18 Assumptions used to value the options using a binomial option pricing model: Risk-free interest rate 0.1% – 2.1% 0.1% – 3.0% Dividend yield 3.7 % 3.8 % Expected volatility 18.0 % 18.0 % Expected forfeiture rate 2.0 % 2.0 % Expected life (years) 5.8 5.8 The risk-free interest rate is based on the U.S. Treasury interest rate with a term consistent with the expected life of the stock options. Dividend yield, expected volatility, expected forfeiture rate, and expected life assumptions are based on our historical experience. The following is a summary of our stock option activity for the three and nine months ended September 30, 2015 : Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Life Intrinsic Value Stock Options Options Exercise Price (in years) (in millions) Outstanding as of July 1, 2015 6,750,930 $ 32.32 Granted — $ — Exercised (599,752 ) $ 23.72 Outstanding as of September 30, 2015 6,151,178 $ 33.16 Outstanding as of January 1, 2015 6,770,194 $ 29.99 Granted 516,475 $ 52.90 Exercised (1,135,491 ) $ 23.25 Outstanding as of September 30, 2015 6,151,178 $ 33.16 5.8 $ 117.2 Exercisable as of September 30, 2015 3,419,728 $ 26.49 4.0 $ 88.0 The intrinsic value of options exercised was $15.8 million and $31.2 million for the three and nine months ended September 30, 2015 , and $12.7 million and $30.2 million for the same periods in 2014 , respectively. Cash received from options exercised was $26.4 million and $31.7 million for the nine months ended September 30, 2015 , and 2014 , respectively. The actual tax benefit realized for the tax deductions from option exercises for the same periods was $12.5 million and $12.1 million , respectively. Options to purchase 516,475 shares of common stock with an exercise price of $52.90 were outstanding during the third quarter of 2015 , but were not included in the computation of diluted earnings per share because they were anti-dilutive. As of September 30, 2015 , total compensation cost related to non-vested stock options not yet recognized was approximately $2.3 million , which is expected to be recognized over the next 17 months on a weighted-average basis. Restricted Shares The following restricted stock activity occurred during the three and nine months ended September 30, 2015 : Weighted-Average Restricted Shares Number of Shares Grant Date Fair Value Outstanding as of July 1, 2015 147,214 $ 45.43 Granted 82,943 $ 49.17 Released — $ — Forfeited (181 ) $ 46.16 Outstanding as of September 30, 2015 229,976 $ 46.78 Outstanding as of January 1, 2015 155,479 $ 38.45 Granted 143,107 $ 51.13 Released (68,429 ) $ 36.95 Forfeited (181 ) $ 46.16 Outstanding as of September 30, 2015 229,976 $ 46.78 On July 31, 2015, the Compensation Committee awarded certain officers and other employees of WEC Energy Group and its subsidiaries an aggregate of 82,943 shares of restricted stock for the key role each played in WEC Energy Group's acquisition of Integrys. The restricted stock vests in three equal installments on January 29, 2016; January 31, 2017; and, July 31, 2018. We recognize the grant date fair value of restricted stock awards in expense over the vesting period of the awards. The intrinsic value of restricted stock vesting was zero and $3.7 million for the three and nine months ended September 30, 2015 , and zero and $2.7 million for the same periods in 2014 , respectively. The actual tax benefit realized for the tax deductions from released restricted shares was zero and $1.3 million for the three and nine months ended September 30, 2015 , and zero and $1.0 million for the same periods in 2014 , respectively. As of September 30, 2015 , total compensation cost related to restricted stock not yet recognized was approximately $3.8 million , which is expected to be recognized over the next 22 months on a weighted-average basis. Performance Units In January 2015 and 2014 , the Compensation Committee granted 195,365 and 233,735 performance units, respectively, to officers and other key employees under the Wisconsin Energy Performance Unit Plan. Performance units earned as of December 31, 2014 and 2013, vested and were settled during the first quarter of 2015 and 2014 , and had a total intrinsic value of $13.2 million and $14.8 million , respectively. The actual tax benefit realized for the tax deductions from the settlement of performance units was approximately $4.8 million and $5.3 million , respectively. As of September 30, 2015 , total compensation cost related to performance units not yet recognized was approximately $21.8 million , which is expected to be recognized over the next 21 months on a weighted-average basis. Restrictions Our ability as a holding company to pay common stock dividends primarily depends on the availability of funds received from our utility subsidiaries and our non-utility subsidiary, W.E. Power, LLC (We Power). Various financing arrangements and regulatory requirements impose certain restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans, or advances. All of our utility subsidiaries, with the exception of Michigan Gas Utilities Corporation (MGU), are prohibited from loaning funds to us, either directly or indirectly. The PSCW allows WPS to pay dividends on its common stock of no more than 103% of the previous year’s common stock dividend. WPS may return capital to us if its average financial debt to common equity ratio is at least 51% on a calendar-year basis. WPS must obtain PSCW approval if a return of capital would cause its average financial common equity ratio to fall below this level. Our right to receive dividends on the common stock of WPS is also subject to the prior rights of WPS's preferred shareholders and to provisions in WPS's restated articles of incorporation, which limit the amount of common stock dividends that WPS may pay if its common stock and common stock surplus accounts constitute less than 25% of its total capitalization. Integrys has short-term and long-term debt obligations that contain financial and other covenants, including, but not limited to, a requirement to maintain a debt to total capitalization ratio not to exceed 65% . NSG's long-term debt obligations contain provisions and covenants restricting the payment of cash dividends and the purchase or redemption of its capital stock. PGL and WPS have short-term debt obligations containing financial and other covenants, including, but not limited to, a requirement to maintain a debt to total capitalization ratio not to exceed 65% . See Note H, Common Equity, in our 2014 Annual Report on Form 10-K for additional information on restrictions at our other subsidiaries. We do not believe that these restrictions will materially affect our operations or limit any dividend payments in the foreseeable future. Share Repurchase Program In December 2013, our Board of Directors authorized a share repurchase program for the purchase of up to $300 million of our common stock through open market purchases or privately negotiated transactions from January 1, 2014, through the end of 2017. On June 22, 2014, in connection with entering into the Merger Agreement, the Board of Directors terminated this share repurchase program. In addition, we have instructed our independent agents to purchase shares on the open market to fulfill exercised stock options and restricted stock awards. The following table identifies shares purchased in the following periods: Nine Months Ended September 30 2015 2014 (in millions) Shares Cost Shares Cost Under share repurchase program — $ — 0.4 $ 18.6 To fulfill exercised stock options and restricted stock awards 1.3 66.1 1.5 65.6 Total 1.3 $ 66.1 1.9 $ 84.2 Integrys Acquisition On June 29, 2015 , we issued approximately 90.2 million common shares to acquire Integrys. All Integrys unvested stock-based compensation awards became fully vested upon the close of the transaction and were paid to award recipients in cash or deferred into a deferred compensation plan. In addition, all vested but unexercised Integrys stock options were paid in cash. See Note 2, Acquisition, for more information on this acquisition. Common Stock Dividends During the quarter ended June 30, 2015, our Board of Directors declared common stock dividends which are summarized below: Date Declared Date Payable Per Share Period April 16, 2015 June 1, 2015 $0.4225 Second Quarter June 12, 2015 July 6, 2015 $0.2067 45 days through June 28, 2015 June 12, 2015 September 1, 2015 $0.2337 47 days through Aug. 14, 2015 Pro rata dividends were declared on June 12, 2015 in anticipation of the acquisition of Integrys. The dividend payable on July 6, 2015, was based on a quarterly rate of $0.4225 per share. Pursuant to the terms of the Merger Agreement, our Board of Directors adopted a new dividend policy. The dividend payable on September 1, 2015, was based on our new quarterly rate of $0.4575 per share, which represents an 8.3% increase over the prior quarterly rate. |