XML 60 R19.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Employee Compensation and Benefit Plans
 12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Employee Compensation and Benefit Plans
Note 11 – Employee Compensation and Benefit Plans

Under our 2013 Omnibus Incentive Plan (the "Incentive Plan"), we are authorized to issue up to 82 million shares of our common stock. Under the Incentive Plan, we can grant stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), and performance awards to eligible employees, consultants, advisors and non-employee directors. As of December 31, 2019, there were approximately 19 million shares of common stock available for future grants under the Incentive Plan.

We grant RSUs to eligible employees, key executives and certain non-employee directors and performance-based restricted stock units (“PRSUs”) to eligible key executives. RSUs entitle the grantee to receive shares of our common stock upon vesting (with vesting generally occurring annually over a three year period), subject to continued service through the applicable vesting date. PRSUs entitle the holder to receive shares of our common stock at the end of a performance period of generally up to three years if the applicable performance goals are achieved and generally subject to continued service through the applicable performance period. The number of shares ultimately received by the holder of PRSUs is dependent on our business performance against the specified performance goal(s) over a pre-established performance period. We also maintain an employee stock purchase plan (“ESPP”), under which eligible employees can purchase our common stock at a discounted price.

Stock-based compensation expense and related income tax benefits were as follows:
(in millions, except shares, per share and contractual life amounts)December 31, 2019December 31, 2018December 31, 2017
Stock-based compensation expense$495  $424  $306  
Income tax benefit related to stock-based compensation$92  $81  $73  
Weighted average fair value per stock award granted$73.25  $61.52  $60.21  
Unrecognized compensation expense$515  $547  $445  
Weighted average period to be recognized (years)1.61.81.9
Fair value of stock awards vested$512  $471  $503  

Stock Awards

Time-Based Restricted Stock Units and Restricted Stock Awards
(in millions, except shares, per share and contractual life amounts)Number of Units or AwardsWeighted Average Grant Date Fair ValueWeighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Nonvested, December 31, 201811,010,635  $57.66  1.0$700  
Granted6,099,719  73.13  
Vested(5,862,128) 55.52  
Forfeited(745,015) 65.87  
Nonvested, December 31, 201910,503,211  67.31  0.9824  

Performance-Based Restricted Stock Units and Restricted Stock Awards
(in millions, except shares, per share and contractual life amounts)Number of Units or AwardsWeighted Average Grant Date Fair ValueWeighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Nonvested, December 31, 20183,851,554  $64.03  1.6$245  
Granted1,046,792  73.98  
Vested(1,006,404) 52.47  
Forfeited(88,403) 62.02  
Nonvested, December 31, 20193,803,539  69.78  1.0300  
PRSUs included in the table above are shown at target. Share payout can range from 0% to 200% based on different performance outcomes.

Payment of the underlying shares in connection with the vesting of stock awards generally triggers a tax obligation for the employee, which is required to be remitted to the relevant tax authorities. We have agreed to withhold shares of common stock otherwise issuable under the award to cover certain of these tax obligations, with the net shares issued to the employee accounted for as outstanding common stock. We withheld 2,094,555 and 2,321,827 shares of common stock to cover tax
obligations associated with the payment of shares upon vesting of stock awards and remitted cash of $156 million and $146 million to the appropriate tax authorities for the years ended December 31, 2019 and 2018, respectively.

Employee Stock Purchase Plan

Our ESPP allows eligible employees to contribute up to 15% of their eligible earnings toward the semi-annual purchase of our shares of common stock at a discounted price, subject to an annual maximum dollar amount. Employees can purchase stock at a 15% discount applied to the closing stock price on the first or last day of the six-month offering period, whichever price is lower. The number of shares issued under our ESPP was 2,091,650 and 2,011,794 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, the number of securities remaining available for future sale and issuance under the ESPP was 1,397,894.

Our ESPP provides for an annual increase in the aggregate number of shares of our common stock reserved for sale and authorized for issuance thereunder as of the first day of each fiscal year (beginning with fiscal year 2016) equal to the lesser of (i) 5,000,000 shares of our common stock, and (ii) the number of shares of Common Stock determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). For fiscal years 2016 through 2019, the Compensation Committee determined that no such increase in shares of our common stock was necessary. However, an additional 5,000,000 shares of our common stock were automatically added to the ESPP share reserve as of January 1, 2020.

Stock Options

Stock options outstanding relate to the Metro Communications, Inc. 2010 Equity Incentive Compensation Plan, the Amended and Restated Metro Communications, Inc. 2004 Equity Incentive Compensation Plan, and the Layer3 TV, Inc. 2013 Stock Plan (collectively, the “Stock Option Plans”). No new awards have been or may be granted under the Stock Option Plans.

The following activity occurred under the Stock Option Plans:
SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2018284,811  $14.58  3.8
Exercised(85,083) 15.94  
Expired/canceled(4,786) 22.75  
Outstanding at December 31, 2019194,942  13.80  2.9
Exercisable at December 31, 2019180,966  13.48  2.6

Stock options exercised under the Stock Option Plans generated proceeds of approximately $1 million and $3 million for the years ended December 31, 2019 and 2018, respectively.

Employee Retirement Savings Plan

We sponsor a retirement savings plan for the majority of our employees under Section 401(k) of the Internal Revenue Code and similar plans. The plans allow employees to contribute a portion of their pretax and post-tax income in accordance with specified guidelines. The plans provide that we match a percentage of employee contributions up to certain limits. Employer matching contributions were $119 million, $102 million and $87 million for the years ended December 31, 2019, 2018 and 2017, respectively.