Stock Compensation
The Company’s employee stock compensation plans provide for the granting of options to employees to purchase common stock of the Company pursuant to the Company’s 2002 and 2009 Incentive Compensation Plans. These options are issued at market value on the date of grant, vest incrementally over one to five years, and expire ten years after the date of grant.
The fair value of each option grant is estimated as of the date of grant using the Black-Scholes single option pricing model. The volatility assumption used in the Black-Scholes single option pricing model is based on the historical volatility of the Company’s stock. The volatility of the Company’s stock was calculated based upon the monthly closing price of the Company’s stock for the period immediately prior to the date of grant corresponding to the average expected life of the grant. The average expected life represents the period of time that option grants are expected to be outstanding. The risk-free rate is based on the rate of U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of option grants. The assumptions used in the Black-Scholes single option pricing model are as follows.
|
| | | | | | | |
| Year Ended December 31 | | Six Months Ended December 31 | | Year Ended June 30 |
| 2013 | | 2012 | | 2012 | | 2011 |
| | | | | | | |
Dividend yield | 2% | | 3% | | 2% | | 2% |
Risk-free interest rate | 1% | | 1% | | 2% | | 2% |
Stock volatility | 38% | | 30% | | 32% | | 31% |
Average expected life (years) | 6 | | 7 | | 8 | | 8 |
A summary of option activity during 2013 is presented below:
|
| | | | | | |
| Shares | | Weighted-Average Exercise Price |
| (In thousands, except per share amounts) |
| | | |
Shares under option at December 31, 2012 | 15,853 |
| | $ | 27.99 |
|
Granted | 363 |
| | 33.90 |
|
Exercised | (2,713 | ) | | 26.98 |
|
Forfeited or expired | (199 | ) | | 31.28 |
|
Shares under option at December 31, 2013 | 13,304 |
| | $ | 28.31 |
|
| | | |
Exercisable at December 31, 2013 | 8,610 |
| | $ | 28.72 |
|
The weighted-average remaining contractual term of options outstanding and exercisable at December 31, 2013, is 6 years and 4 years, respectively. The aggregate intrinsic value of options outstanding and exercisable at December 31, 2013, is $203 million and $128 million, respectively. The weighted-average grant-date fair values of options granted during the year ended December 31, 2013, the six months ended December 31, 2012, and the years ended June 30, 2012 and 2011, were $10.02, $5.89, $6.98, and $8.82, respectively. The total intrinsic values of options exercised during the year ended December 31, 2013, the six months ended December 31, 2012, and the years ended June 30, 2012 and 2011, were $29 million, $1 million, $5 million, and $21 million, respectively. Cash proceeds received from options exercised during the year ended December 31, 2013, the six months ended December 31, 2012, and the years ended June 30, 2012 and 2011, were $73 million, $2 million, $7 million, and $21 million, respectively.
At December 31, 2013, there was $17 million of total unrecognized compensation expense related to option grants. Amounts to be recognized as compensation expense during the next four years are $8 million, $5 million, $3 million, and $1 million, respectively.
The Company’s 2002 and 2009 Incentive Compensation Plans provide for the granting of restricted stock and restricted stock units (Restricted Stock Awards) at no cost to certain officers and key employees. In addition, the Company’s 2002 and 2009 Incentive Compensation Plans also provide for the granting of performance stock units (PSUs) at no cost to certain officers and key employees. Restricted Stock Awards are made in common stock or stock units with equivalent rights and vest at the end of a three-year restriction period. The awards for PSUs are made in common stock units and vest at the end of a three-year vesting period subject to the attainment of certain future performance criteria. During the year ended December 31, 2013, the six months ended December 31, 2012, and the years ended June 30, 2012 and 2011, 0.9 million, 1.3 million, 1.2 million, and 1.1 million common stock or stock units, respectively, were granted as Restricted Stock Awards and PSUs. At December 31, 2013, there were 19.8 million shares available for future grants pursuant to the 2009 plan.
The fair value of Restricted Stock Awards and PSUs is determined based on the market value of the Company’s shares on the grant date. The weighted-average grant-date fair values of awards granted during the year ended December 31, 2013, the six months ended December 31, 2012, and the years ended June 30, 2012 and 2011 were $32.96, $26.34, $26.75, and $32.19, respectively.
A summary of Restricted Stock Awards and PSUs activity during 2013 is presented below:
|
| | | | | | |
| Restricted Stock Awards and PSUs | | Weighted Average Grant-Date Fair Value |
| (In thousands, except per share amounts) |
| | | |
Non-vested at December 31, 2012 | 3,635 |
| | $ | 28.17 |
|
Granted | 928 |
| | 32.96 |
|
Vested | (886 | ) | | 30.70 |
|
Forfeited | (120 | ) | | 28.05 |
|
Non-vested at December 31, 2013 | 3,557 |
| | $ | 28.86 |
|
At December 31, 2013, there was $35 million of total unrecognized compensation expense related to Restricted Stock Awards and PSUs. Amounts to be recognized as compensation expense during the next three years are $21 million, $13 million, and $1 million, respectively. At the vesting date, the total fair value of Restricted Stock Awards vested during the year ended December 31, 2013 was $27 million.
Compensation expense for option grants, Restricted Stock Awards and PSUs granted to employees is generally recognized on a straight-line basis during the service period of the respective grant. Certain of the Company’s option grants, Restricted Stock Awards and PSUs continue to vest upon the recipient’s retirement from the Company and compensation expense related to option grants and Restricted Stock Awards granted to retirement-eligible employees is recognized in earnings on the date of grant. Compensation expense for PSUs is based on the probability of meeting the performance criteria.
Total compensation expense for option grants, Restricted Stock Awards and PSUs recognized during the years ended December 31, 2013, and 2012, the six months ended December 31, 2012 and 2011, and the years ended June 30, 2012 and 2011 was $43 million, $45 million, $31 million, $34 million, $48 million, and $47 million, respectively.
