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Stock-Based Compensation
12 Months Ended
Dec. 31, 2016
Share-based Compensation [Abstract]  
Stock-Based Compensation Text Block

For the years ended December 31, our stock-based compensation expense consisted of the following: 
 
 
2016
 
2015
 
2014
 
 
(In millions)
Equity awards
 
$
32

 
$
42

 
$
47

Liability awards:
 
 
 
 
 
 
Cash-settled restricted stock units
 
21

 
15

 
20

Stockholder Value Appreciation Program
 

 
(3
)
 
38

Total liability awards
 
21

 
12

 
58

Total stock-based compensation
 
53

 
54

 
105

Capitalized in oil and gas properties
 
(17
)
 
(18
)
 
(40
)
Net stock-based compensation expense
 
$
36

 
$
36

 
$
65



As of December 31, 2016, we had approximately $61 million of total unrecognized stock-based compensation expense related to unvested stock-based compensation awards that vest within four years. On December 31, 2016, the last reported sales price of our common stock on the New York Stock Exchange was $40.50 per share.

Equity Awards

Equity awards consist of service-based and performance- or market-based restricted stock awards and restricted stock units, stock options and stock purchase options under the Employee Stock Purchase Plan (ESPP).

Stock-based compensation classified as equity awards are currently granted under the 2011 Omnibus Stock Plan, as amended (2011 Plan), to employees and non-employee directors. The fair value of grants is determined utilizing the Black-Scholes option-pricing model for stock options and a Monte Carlo lattice-based model for our performance- and market-based restricted stock and restricted stock units. Compensation expense for equity awards is expected to be recognized on a straight-line basis over the applicable remaining vesting periods.

Shares available for grant under our 2011 Plan are reduced by 1.87 times the number of shares of restricted stock or restricted stock units awarded under the plan and are reduced by 1 times the number of shares subject to stock options awarded under the plan. In May 2015, our stockholders approved an additional 7.0 million shares available for issuance under our 2011 Plan, resulting in approximately (1) 5.1 million shares available for issuance under our 2011 Plan if all future awards are stock options, or (2) 2.7 million additional shares available for issuance under our 2011 Plan if all future awards are restricted stock awards or restricted stock units. Thus far, all awards under our 2011 Plan have been granted as restricted stock or restricted stock unit awards. We issue common shares on the grant date for restricted stock awards and on the exercise or vesting date for options and restricted stock units.

Restricted Stock.    At December 31, 2016, our employees held approximately 1.6 million shares of non-vested restricted stock awards and restricted stock units. These shares primarily vest over three to five years and vesting is dependent upon the employee’s continued service with our Company. In addition, at December 31, 2016, our employees held approximately 0.9 million shares of restricted stock units subject to performance-based vesting criteria (all of which are currently considered market-based restricted stock under authoritative accounting guidance).

The following table provides information about restricted stock awards and restricted stock unit activity. 
 
 
Service-Based
Shares
 
Weighted-
Average
Grant Date
Fair Value
per Share
 
Performance/
Market-Based
Shares(1)
 
Weighted-
Average
Grant Date
Fair Value
per Share
 
Total
Shares
 
 
(In thousands, except per share data)
Non-vested shares outstanding at January 1, 2014
 
2,999

 
$
33.45

 
706

 
$
34.22

 
3,705

Granted
 
465

 
30.40

 
338

 
18.59

 
803

Forfeited
 
(416
)
 
28.20

 
(69
)
 
27.56

 
(485
)
Vested
 
(1,146
)
 
36.65

 
(30
)
 
39.43

 
(1,176
)
Non-vested shares outstanding at December 31, 2014
 
1,902

 
30.79

 
945

 
28.61

 
2,847

Granted
 
1,036

 
31.20

 
414

 
22.85

 
1,450

Forfeited
 
(367
)
 
21.69

 
(97
)
 
36.72

 
(464
)
Vested
 
(871
)
 
32.10

 
(188
)
 
39.42

 
(1,059
)
Non-vested shares outstanding at December 31, 2015
 
1,700

 
30.30

 
1,074

 
23.76

 
2,774

Granted
 
990

 
37.95

 
436

 
28.94

 
1,426

Forfeited
 
(217
)
 
29.15

 
(77
)
 
43.04

 
(294
)
Vested
 
(899
)
 
29.34

 
(574
)
 
21.36

 
(1,473
)
Non-vested shares outstanding at December 31, 2016
 
1,574

 
$
35.56

 
859

 
$
26.28

 
2,433


_________________
(1)
In February 2016, we granted approximately 436,000 restricted stock units, which based on achievement of certain performance criteria, could vest within a range of 0% to 200% of shares granted upon completion of the performance period ending December 2018.

The total fair value of all restricted stock awards and restricted stock units that vested during the years ended December 31, 2016, 2015 and 2014 was $39 million, $35 million and $43 million, respectively.

Stock Options.    Options generally expire ten years from the grant date and become exercisable at the rate of 20% per year. The exercise price of options cannot be less than the fair market value per share of our common stock on the grant date. We issue new shares of stock when stock options are exercised. No stock options have been granted since 2008, except for ESPP options as discussed in the Employee Stock Purchase Plan section below.

The following table provides information about outstanding stock options.
 
 
Number of Shares Underlying Options
 
Weighted-Average Exercise Price per Share
 
Weighted-Average Remaining Contractual Life
 
Aggregate
Intrinsic
Value(1)
 
 
(In thousands)
 
 
 
(In years)
 
(In millions)
Outstanding and exercisable at:
 
 
 
 
 
 
 
 
December 31, 2014
 
301

 
$
43.93

 
2.2
 
$

December 31, 2015
 
195

 
48.45

 
2.1
 

December 31, 2016
 
177

 
48.45

 
1.1
 

_________________
(1) The intrinsic value of a stock option is the amount by which the market value of our common stock at the indicated date, or at the time of exercise, exceeds the exercise price of the option.

Employee Stock Purchase Plan.  In May 2010, our stockholders approved the Newfield Exploration Company 2010 Employee Stock Purchase Plan (ESPP) with one million shares of our common stock available for issuance. Pursuant to our employee stock purchase plan, for each six-month period beginning on January 1 or July 1 during the plan term, each eligible employee has the opportunity to purchase our common stock for a purchase price equal to 85% of the lesser of the fair market value of our common stock on the first or last day of the period. Each employee may purchase up to $25,000 in common stock per calendar year. Employees of our China business are not eligible to participate in the plan. At December 31, 2016, approximately 121,000 shares of our common stock remained available for issuance under the current plan.

The fair value of the options granted was determined using the Black-Scholes option valuation method assuming no dividends and an expected life of six months. For the years ended December 31, our ESPP issuances and valuation assumptions consisted of the following:
 
 
Options Issued
 
Weighted-Average Fair Value per Share
 
Risk-free Interest Rate
 
Weighted-Average Volatility
 
 
(In thousands)
 
 
 
 
 
 
2014
 
168

 
$
7.91

 
0.07
%
 
32.05
%
2015
 
136

 
8.71

 
0.12

 
49.41

2016
 
99

 
10.51

 
0.43

 
47.94



Liability Awards

Liability awards consist of service-based awards that are settled in cash instead of shares, as discussed below.

Cash-Settled Restricted Stock Units.    The value of the cash-settled restricted stock units, and the associated stock-based compensation expense, is based on the Company's stock price at the end of each period. As of December 31, 2016, we had a liability of $11 million for estimated future cash settlement upon vesting of awards. The following table provides information about cash-settled restricted stock unit activity.

 
 
Cash-Settled Restricted Stock Units
 
 
(In thousands)
Non-vested units outstanding at January 1, 2014
 
1,170

Granted
 
759

Forfeited
 
(126
)
Vested
 
(587
)
Non-vested units outstanding at December 31, 2014
 
1,216

Granted
 
211

Forfeited
 
(257
)
Vested
 
(462
)
Non-vested units outstanding at December 31, 2015
 
708

Granted
 
299

Forfeited
 
(101
)
Vested
 
(446
)
Non-vested units outstanding at December 31, 2016
 
460



 Stockholder Value Appreciation Program. In 2013, the Compensation and Management Development Committee of the Board approved the SVAP to be administered under the 2011 Plan. The SVAP paid substantially all full-time domestic, nonexecutive employees a cash payment based on a percentage of salary upon each incremental $5 increase in our 30 calendar-day average share price. Each price threshold could be reached only once during the term of the program.

The first price threshold that triggered a payment under the SVAP was $27.50 during the fourth quarter of 2013. The second and third price thresholds for the SVAP were $32.50 and $37.50, respectively, which were reached during the second quarter of 2014. The fourth price threshold for the SVAP of $42.50 was reached in July 2014. Each of the SVAP payments was approximately $13 million. No liability existed at December 31, 2015 or thereafter, as the SVAP's performance period ended on that date.