Stock Compensation Plans

Our stock compensation plans (collectively, the “Plans”) permit the grant of stock options, stock appreciation rights (“SARs”), performance share units, restricted stock, restricted stock units and other stock-based awards to employees and directors. Our current stock compensation plan, the 2017 Performance Plan, was adopted on April 10, 2017 and expires on April 9, 2027. A total of 18,000,000 shares of our common stock may be issued in respect of grants made under the 2017 Performance Plan. Any shares of common stock that are subject to awards of stock options or SARs will be counted as one share for each share granted for purposes of the aggregate share limit and any shares of common stock that are subject to any other awards will be counted as 2 shares for each share granted for purposes of the aggregate share limit. In addition, shares of common stock that are subject to awards issued under the 2017 Performance Plan or certain prior stock compensation plans that expire according to their terms or are forfeited, terminated, canceled or surrendered or are settled, or can be paid, only in cash, or are surrendered in payment of taxes associated with such awards (other than stock options or SARs) will be available for issuance pursuant to a new award under the 2017 Performance Plan. Shares issued under our stock compensation plans are usually issued from shares of our common stock held in treasury.

Stock Options

Grants of stock options and SARs (collectively referred to as “options”) under the Plans generally have a graded vesting period of four years whereby one-fourth of the awards vest on each of the first four anniversaries of the grant date, an exercise price equal to the fair market value of one share of our common stock on the date of grant (calculated as the average of the high and low price or the closing market price on that date depending on the terms of the related Plan) and a contractual term of ten years. The exercise of tandem SARs cancels an equivalent number of stock options and, conversely, the exercise of stock options cancels an equivalent number of tandem SARs. Option grants are cancelled on, or 90 days following, termination of employment unless termination is due to retirement, death or disability under certain circumstances, in which case, all outstanding options vest fully and remain outstanding for a term set forth in the related grant agreement.

The following table summarizes the activity related to options during 2017:



	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In millions)
Outstanding at January 1	7,173,048		$	18.21
Options granted	722,440		35.16
Options exercised	(1,142,039	)	18.13			$	18
Options expired	(107,080	)	26.14
Options cancelled	(49,271	)	23.72
Outstanding at December 31	6,597,098		19.91		5.3	84
Vested and expected to vest at December 31	6,411,897		19.59		5.2	85
Exercisable at December 31	4,913,448		16.01		4.3	80
Available for grant at December 31	17,764,947

In addition, the aggregate intrinsic value of options exercised in 2016 and 2015 was $14 million and $40 million, respectively.

Significant option groups outstanding at December 31, 2017 and related weighted average exercise price and remaining contractual term information follows:



Grant Date	Options Outstanding	Options Exercisable	Exercise Price			Remaining Contractual Term (Years)
2/27/2017	685,669	—	$	35.26		9.2
2/22/2016	669,719	180,041	29.90			8.2
2/23/2015	607,101	315,735	27.16			7.2
2/24/2014	415,862	312,824	26.44			6.2
2/28/2013	1,064,424	1,064,424	12.98			5.2
2/27/2012	838,311	838,311	12.94			4.2
2/22/2011	609,805	609,805	13.91			3.1
2/23/2010	435,696	435,696	12.74			2.1
2/26/2009	330,916	330,916	4.81			1.2
2/21/2008	149,241	149,241	26.74			0.1
All Other	790,354	676,455	(1		)	(1	)
	6,597,098	4,913,448


(1)	Options in the “All other” category had exercise prices ranging from $6.22 to $36.25. The weighted average exercise price for options outstanding and exercisable in that category was $19.50 and $17.97, respectively, while the remaining weighted average contractual term was 5.0 and 4.5, respectively.

Weighted average grant date fair values of stock options and the assumptions used in estimating those fair values are as follows:



	2017			2016			2015
Weighted average grant date fair value	$	12.05		$	11.92		$	11.51
Black-Scholes model assumptions⁽¹⁾:
Expected term (years)	7.20			7.20			7.30
Interest rate	2.13		%	1.45		%	1.83		%
Volatility	33.63		%	40.78		%	42.00		%
Dividend yield	1.13		%	0.94		%	0.88		%


(1)	We review the assumptions used in our Black-Scholes model in conjunction with estimating the grant date fair value of the annual grants of options by our Board of Directors.

Performance Share Units

Performance share units granted under the Plans are earned over a three-year period beginning January 1 of the year of grant. Total units earned for grants made in 2017, 2016 and 2015, may vary between 0% and 200% of the units granted based on the attainment of performance targets during the related three-year period and continued service. The performance targets are established by the Board of Directors. All of the units earned will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified.

The following table summarizes the activity related to performance share units during 2017:



	Units		Weighted Average Grant Date Fair Value
Unvested at January 1	369,303		$	29.68
Units granted	164,996		36.78
Units vested	(184,961	)	28.44
Units forfeited	(7,031	)	31.72
Unvested at December 31	342,307		33.73

We measure the fair value of grants of performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants.

Restricted Stock Units

Restricted stock units granted under the Plans typically vest over a three-year period beginning on the date of grant. Restricted stock units will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified.

The following table summarizes the activity related to restricted stock units during 2017:



	Units		Weighted Average Grant Date Fair Value
Unvested at January 1	826,459		$	28.14
Units granted	323,277		33.58
Units vested and settled	(196,361	)	26.94
Units forfeited	(96,977	)	30.93
Unvested at December 31	856,398		30.15

We measure the fair value of grants of restricted stock units based on the closing market price of a share of our common stock on the date of the grant.

Other Information

Stock-based compensation expense, cash payments made to settle SARs and cash received from the exercise of stock options follows:



(In millions)	2017			2016			2015
Stock-based compensation expense recognized	$	22		$	23		$	19
Tax benefit	(6		)	(8		)	(7		)
After-tax stock-based compensation expense	$	16		$	15		$	12
Cash payments to settle SARs	$	1		$	1		$	2
Cash received from stock option exercises	$	19		$	17		$	53

As of December 31, 2017, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $28 million and is expected to be recognized over the remaining vesting period of the respective grants, through the first quarter of 2022.