XML 34 R18.htm IDEA: XBRL DOCUMENT v3.3.1.900
Share-Based Compensation Plans
12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation Plans
Share-Based Compensation Plans
The following table summarizes share-based compensation expense recognized in the Consolidated Statements of Income in Compensation and benefits (in millions):
Years ended December 31
2015
 
2014
 
2013
Restricted share units ("RSUs")
$
201

 
$
187

 
$
174

Performance share awards ("PSAs")
127

 
132

 
117

Share options

 

 
2

Employee share purchase plans
11

 
9

 
7

Total share-based compensation expense
339

 
328

 
300

Tax benefit
95

 
94

 
81

Share-based compensation expense, net of tax
$
244

 
$
234

 
$
219


Restricted Share Units
RSUs generally vest between three and five years. The fair value of RSUs is based upon the market value of Aon ordinary shares at the date of grant. With certain limited exceptions, any break in continuous employment will cause the forfeiture of all non-vested awards. Compensation expense associated with RSUs is recognized on a straight-line basis over the requisite service period. Dividend equivalents are paid on certain RSUs, based on the initial grant amount.
A summary of the status of the Company's RSUs is as follows (shares in thousands):
Years ended December 31
2015
 
2014
 
2013
 
Shares
 
Fair
Value (1)
 
Shares
 
Fair
Value (1)
 
Shares
 
Fair
Value (1)
Non-vested at beginning of year
8,381

 
$
63

 
9,759

 
$
51

 
10,432

 
$
44

Granted
2,459

 
97

 
2,844

 
84

 
3,714

 
62

Vested
(3,385
)
 
58

 
(3,732
)
 
49

 
(3,945
)
 
44

Forfeited
(288
)
 
71

 
(490
)
 
58

 
(442
)
 
47

Non-vested at end of year
7,167

 
77

 
8,381

 
63

 
9,759

 
51

(1)
Represents per share weighted average fair value of award at date of grant.
The fair value of RSUs that vested during 2015, 2014 and 2013 was $196 million, $183 million and $172 million, respectively.
Performance Share Awards
The vesting of PSAs is contingent upon meeting a cumulative level of earnings per share performance over a three-year period. The actual issue of shares may range from 0-200% of the target number of PSAs granted, based on the terms of the plan and level of achievement of the related performance target. The grant date fair value of PSAs is based upon the market price of an Aon ordinary share at the date of grant. The performance conditions are not considered in the determination of the grant date fair value for these awards. Compensation expense is recognized over the performance period based on management's estimate of the number of units expected to vest. Management evaluates its estimate of the actual number of shares expected to be issued at the end of the programs on a quarterly basis. The cumulative effect of the change in estimate is recognized in the period of change as an adjustment to Compensation and benefits expense, if necessary. Dividend equivalents are not paid on PSAs.

Information regarding the Company's target PSAs granted and shares that would be issued at current performance levels for PSAs granted during the years ended December 31, 2015, 2014 and 2013, respectively, is as follows (shares in thousands, dollars in millions, except fair value):
 
2015
 
2014
 
2013
Target PSAs granted
993

 
816

 
1,135

Weighted average fair value per share at date of grant
$
96

 
$
81

 
$
58

Number of shares that would be issued based on current performance levels
982

 
1,591

 
2,191

Unamortized expense, based on current performance levels
$
67

 
$
45

 
$


During 2015, the Company issued approximately 1.6 million shares in connection with performance achievements related to the 2012 Leadership Performance Plan ("LPP") cycle. During 2014, the Company issued approximately 0.8 million shares in connection with performance achievements related to the 2011 LPP cycle and 0.2 million shares related to other performance plans. During 2013, the Company issued approximately 0.6 million shares in connection with performance achievements related to the 2010 LPP cycle and 0.1 million shares related to other performance plans.
Share Options
The Company did not grant any share options for the years ended December 31, 2015, 2014 and 2013.
A summary of the status of the Company's share options and related information is as follows (shares in thousands):
Years ended December 31
2015
 
2014
 
2013
 
Shares
 
Weighted-Average Exercise Price Per Share
 
Shares
 
Weighted-Average Exercise Price Per Share
 
Shares
 
Weighted-Average Exercise Price Per Share
Beginning outstanding
2,300

 
$
32

 
3,462

 
$
32

 
5,611

 
$
32

Granted

 

 

 

 

 

Exercised
(1,450
)
 
27

 
(1,155
)
 
33

 
(2,116
)
 
32

Forfeited and expired
(13
)
 
39

 
(7
)
 
37

 
(33
)
 
34

Outstanding at end of year
837

 
40

 
2,300

 
32

 
3,462

 
32

Exercisable at end of year
837

 
40

 
2,273

 
32

 
3,270

 
32

Shares available for grant
12,179

 
 

 
16,333

 
 

 
11,330

 
 


A summary of options outstanding and exercisable as of December 31, 2015 is as follows (shares in thousands):
 
Options Outstanding
 
Options Exercisable
Range of Exercise Prices
Shares
Outstanding
 
Weighted-Average
Remaining Contractual
Life (years)
 
Weighted-Average
Exercise Price
Per Share
 
Shares
Exercisable
 
Weighted-Average
Remaining Contractual
Life (years)
 
Weighted-Average
Exercise Price
Per Share
  19.54 - 25.51
79

 
2.18
 
$
20.18

 
79

 
2.18
 
$
20.18

25.52 - 32.53
25

 
1.93
 
29.15

 
25

 
1.93
 
29.15

32.54 - 36.88
160

 
1.14
 
35.77

 
160

 
1.14
 
35.77

36.89 - 43.44
247

 
3.12
 
39.32

 
247

 
3.12
 
39.32

43.45 - 52.93
326

 
2.46
 
48.26

 
326

 
2.46
 
48.26

 
837

 
 
 
 

 
837

 
 
 
 


The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company's closing share price of $92.21 as of December 31, 2015, which would have been received by the option holders had those option holders exercised their options as of that date. At December 31, 2015, the aggregate intrinsic value of options outstanding was $44 million, of which $44 million was exercisable.
Other information related to the Company's share options is as follows (in millions):
 
2015
 
2014
 
2013
Aggregate intrinsic value of stock options exercised
$
104

 
$
61

 
$
73

Cash received from the exercise of stock options
40

 
38

 
61

Tax benefit realized from the exercise of stock options
36

 
16

 
15


Unamortized deferred compensation expense, which includes both options and RSUs, amounted to $378 million as of December 31, 2015, with a remaining weighted-average amortization period of approximately 2.1 years.
Employee Share Purchase Plan
United States
The Company has an employee share purchase plan that provides for the purchase of a maximum of 7.5 million shares of the Company's ordinary shares by eligible U.S. employees. The Company's ordinary shares were purchased at 6-month intervals at 85% of the lower of the fair market value of the ordinary shares on the first or last day of each 6-month period. In 2015, 2014, and 2013, 411,636 shares, 439,000 shares and 556,000 shares, respectively, were issued to employees under the plan. Compensation expense recognized was $9 million in 2015, $7 million in 2014, and $6 million in 2013.
United Kingdom
The Company also has an employee share purchase plan for eligible U.K. employees that provides for the purchase of shares after a 3-year period and that is similar to the U.S. plan previously described. Three-year periods began in 2015, 2014, 2013, allowing for the purchase of a maximum of 100,000, 300,000, and 350,000 shares, respectively. In 2015, 2014, and 2013, 2,779 shares, 642 shares, and 172,110 shares, respectively, were issued under the plan. Compensation expense of $2 million was recognized in 2015 and 2014, as compared to $1 million of compensation expense in 2013.