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EMPLOYEE BENEFIT PLANS
9 Months Ended
Sep. 30, 2013
EMPLOYEE BENEFIT PLANS  
EMPLOYEE BENEFIT PLANS

NOTE 7. EMPLOYEE BENEFIT PLANS

 

At September 30, 2013, approximately 2.5 million shares of common stock were available under our 2008 Stock Incentive Plan for future stock option grants and other incentive awards, including restricted stock units. Options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. A restricted stock unit is a contractual right to receive one share of our common stock or the equivalent value in cash in the future. Options and restricted stock units typically vest one-third on each of the first three anniversary dates of the grant; however, from time to time, we grant (i) options and stock units with different time-based vesting terms, and (ii) performance-based options and restricted stock units that vest subject to the achievement of specified performance goals within a specified timeframe.

 

Our income from continuing operations for the nine months ended September 30, 2013 and 2012 includes $29 million and $24 million, respectively, of pre-tax compensation costs related to our stock-based compensation arrangements.

 

Stock Options

 

The following table summarizes stock option activity during the nine months ended September 30, 2013:

 

 

 

Options

 

Weighted Average
Exercise Price Per
Share

 

Aggregate
Intrinsic Value

 

Weighted Average
Remaining Life

 

 

 

 

 

 

 

(In Millions)

 

 

 

Outstanding as of December 31, 2012

 

4,289,192

 

$

30.49

 

 

 

 

 

Granted

 

295,639

 

39.31

 

 

 

 

 

Exercised

 

(913,369

)

23.56

 

 

 

 

 

Forfeited/Expired

 

(227,016

)

58.16

 

 

 

 

 

Outstanding as of September 30, 2013

 

3,444,446

 

$

31.26

 

$

40

 

3.5 years

 

Vested and expected to vest at September 30, 2013

 

3,427,698

 

$

31.23

 

$

40

 

3.5 years

 

Exercisable as of September 30, 2013

 

2,880,799

 

$

31.21

 

$

35

 

3.0 years

 

 

There were 913,369 stock options exercised during the nine months ended September 30, 2013 with a $17 million aggregate intrinsic value, and 1,350,222 stock options exercised during the same period in 2012 with a $21 million aggregate intrinsic value.

 

As of September 30, 2013, there were $5 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 1.9 years.

 

In the nine months ended September 30, 2013, we granted an aggregate of 295,639 stock options under our 2008 Stock Incentive Plan to certain of our senior officers. These stock options will all vest on the third anniversary of the grant date, subject to the terms of the plan, and will expire on the fifth anniversary of the grant date. In the nine months ended September 30, 2012, we granted an aggregate of 477,500 stock options under our 2008 Stock Incentive Plan to certain of our senior officers; 257,500 of these stock options are subject to time-vesting and 220,000 of these stock options were granted subject to performance-based vesting. Because all conditions were met, the performance-based options will vest and be settled ratably over a three-year period from the grant date.

 

The weighted average estimated fair value of stock options we granted in the nine months ended September 30, 2013 and 2012 was $14.46 and $12.05 per share, respectively. These fair values were calculated based on each grant date, using a binomial lattice model with the following assumptions:

 

 

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

Expected volatility

 

50%

 

52%

 

Expected dividend yield

 

0%

 

0%

 

Expected life

 

3.6 years

 

6.9 years

 

Expected forfeiture rate

 

6%

 

2%

 

Risk-free interest rate

 

0.48%

 

1.06%-1.41%

 

Early exercise threshold

 

100% gain

 

70% gain

 

Early exercise rate

 

50% per year

 

20% per year

 

 

The expected volatility used in the binomial lattice model incorporated historical and implied share-price volatility and was based on an analysis of historical prices of our stock and open-market exchanged options. The expected volatility reflects the historical volatility for a duration consistent with the contractual life of the options, and the volatility implied by the trading of options to purchase our stock on open-market exchanges. The historical share-price volatility excludes the movements in our stock price on two dates (one in 2010 and one in 2011) with unusual volatility due to an unsolicited acquisition proposal. The expected life of options granted is derived from the output of the binomial lattice model and represents the period of time that the options are expected to be outstanding. This model incorporates an early exercise assumption in the event of a significant increase in stock price. The risk-free interest rates are based on zero-coupon United States Treasury yields in effect at the date of grant consistent with the expected exercise timeframes.

 

The following table summarizes information about our outstanding stock options at September 30, 2013:

 

 

 

Options Outstanding

 

Options Exercisable

 

Range of Exercise Prices

 

Number of
Options

 

Weighted Average
Remaining
Contractual Life

 

Weighted Average
Exercise Price

 

Number of
Options

 

Weighted Average
Exercise Price

 

$0.00 to $4.569

 

345,066

 

5.4 years

 

$

4.56

 

345,066

 

$

4.56

 

$4.57 to $25.089

 

1,042,631

 

6.2 years

 

20.86

 

774,623

 

20.17

 

$25.09 to $32.569

 

522,889

 

2.8 years

 

29.66

 

522,889

 

29.66

 

$32.57 to $42.529

 

824,077

 

2.5 years

 

41.14

 

528,438

 

42.17

 

$42.53 to $55.129

 

671,033

 

0.4 years

 

48.46

 

671,033

 

48.46

 

$55.13 to $70.249

 

38,750

 

0.2 years

 

62.36

 

38,750

 

62.36

 

 

 

3,444,446

 

3.5 years

 

$

31.26

 

2,880,799

 

$

31.21

 

 

Restricted Stock Units

 

The following table summarizes restricted stock unit activity during the nine months ended September 30, 2013:

 

 

 

Restricted Stock
Units

 

Weighted Average Grant
Date Fair Value Per Unit

 

Unvested as of December 31, 2012

 

2,295,942

 

$

23.40

 

Granted

 

1,233,500

 

40.91

 

Vested

 

(948,539

)

24.13

 

Forfeited

 

(157,128

)

29.48

 

Unvested as of September 30, 2013

 

2,423,775

 

$

31.63

 

 

In the nine months ended September 30, 2013, we granted 815,262 restricted stock units subject to time-vesting, of which 735,129 will vest and be settled ratably over a three-year period from the date of the grant and 80,133 will vest 100% on the fifth anniversary of the grant date. In addition, we granted 206,058 performance-based restricted stock units to certain of our senior officers. If all conditions are met, the performance-based restricted stock units will vest and be settled ratably over a three-year period from the grant date. We also awarded a grant of 212,180 restricted stock units to our chief executive officer, of which 106,090 are subject to time-vesting and 106,090 are performance-based. If target conditions are met, 50% of this grant will vest three years from the grant date and the remaining 50% will vest six years from the grant date. The award also allows for an additional 106,090 shares to be issued if higher performance criteria are met. In the nine months ended September 30, 2012, we granted 1,535,187 restricted units subject to time-vesting. In addition, we granted 116,250 performance-based restricted stock units to certain of our senior officers. Because all conditions were met, the performance-based restricted stock units will vest and be settled ratably over a three-year period from the grant date.

 

As of September 30, 2013, there were $57 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 3.1 years.