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Stock Compensation
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Stock compensation Stock compensation
We have stock options outstanding to participants under long-term incentive plans. The option price per share may not be less than the fair market value of our common stock on the date of the grant. The options have a 10-year term, generally vest ratably over four years, and continue to vest after the option recipient retires.
We also have RSUs outstanding to participants under long-term incentive plans. Each RSU represents the right to receive one share of TI common stock, issued on the vesting date, which is generally four years after the date of grant. RSUs continue to vest after the recipient retires. Holders of RSUs receive an annual cash payment equivalent to the dividends paid on our common stock.
We have options and RSUs outstanding to non-employee directors under director compensation plans. The plans generally provide for annual grants of stock options and RSUs, a one-time grant of RSUs to each new non-employee director and the issuance of TI common stock upon the distribution of stock units credited to director deferred compensation accounts.
We also have an employee stock purchase plan (ESPP) under which options are offered to all eligible employees in amounts based on a percentage of the employee’s compensation, subject to a cap. Under the plan, the option price per share is 85% of the fair market value on the exercise date.
Total stock compensation expense recognized is as follows:
For Years Ended December 31,
201920182017
COR$21  $25  $36  
R&D66  69  59  
SG&A130  138  147  
Total$217  $232  $242  
These amounts include expenses related to non-qualified stock options, RSUs and stock options offered under our ESPP and are net of estimated forfeitures.
We recognize compensation expense for non-qualified stock options and RSUs on a straight-line basis over the minimum service period required for vesting of the award, adjusting for estimated forfeitures based on historical activity. Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis. Options issued under our ESPP are expensed over a three-month period.
Fair-value methods and assumptions
We account for all awards granted under our various stock compensation plans at fair value. We estimate the fair values for non-qualified stock options using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:
For Years Ended December 31,
201920182017
Weighted average grant date fair value, per share$22.08  $23.20  $16.49  
Weighted average assumptions used:
Expected volatility26 %23 %24 %
Expected lives (in years)7.17.27.2
Risk-free interest rates2.66 %2.57 %2.36 %
Expected dividend yields2.95 %2.25 %2.52 %
We determine expected volatility on all options granted using available implied volatility rates. We believe that market-based measures of implied volatility are currently the best available indicators of the expected volatility used in these estimates.
We determine expected lives of options based on the historical option exercise experience of our optionees using a rolling 10-year average. We believe the historical experience method is the best estimate of future exercise patterns currently available.
Risk-free interest rates are determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the options.
Expected dividend yields are based on the annualized approved quarterly dividend rate and the current market price of our common stock at the time of grant. No assumption for a future dividend rate change is included unless there is an approved plan to change the dividend in the near term.
The fair value per share of RSUs is determined based on the closing price of our common stock on the date of grant.
Our ESPP is a discount-purchase plan and consequently the Black-Scholes-Merton option-pricing model is not used to determine the fair value per share of these awards. The fair value per share under this plan equals the amount of the discount.
Long-term incentive and director compensation plans
Stock option and RSU transactions under our long-term incentive and director compensation plans are as follows:
Stock OptionsRSUs
SharesWeighted Average Exercise Price per ShareSharesWeighted Average Grant Date Fair Value per Share
Outstanding grants, December 31, 2018
39,905,454  $56.10  7,305,543  $66.72  
Granted4,559,093  104.51  1,142,974  106.58  
Stock options exercised/RSUs vested(11,529,174) 44.68  (2,370,762) 52.74  
Forfeited and expired(441,429) 83.89  (179,955) 81.57  
Outstanding grants, December 31, 2019
32,493,944  66.57  5,897,800  79.62  
The weighted average grant date fair values per share of RSUs granted in 2019, 2018 and 2017 were $106.58, $110.05 and $79.52, respectively. In 2019, 2018 and 2017, the total grant date fair values of shares vested from RSU grants were $125 million, $123 million and $149 million, respectively.
As of December 31, 2019, the number of shares remaining available for future issuance under these plans was 45,082,425.
Summarized information about stock options outstanding as of December 31, 2019, is as follows:
Stock Options OutstandingOptions Exercisable
Exercise Price RangeNumber Outstanding (Shares)Weighted Average Remaining Contractual Life (Years)Weighted Average Exercise Price per ShareNumber Exercisable (Shares)Weighted Average Exercise Price per Share
$
23.05 to 127.35
32,493,944  5.9$66.57  19,646,782  $50.82  
In 2019, 2018 and 2017, the aggregate intrinsic values (i.e., the difference in the closing market price on the date of exercise and the exercise price paid by the optionee) of options exercised were $819 million, $561 million and $632 million, respectively.
Summarized information as of December 31, 2019, about outstanding stock options that are vested and expected to vest, as well as stock options that are currently exercisable, is as follows:
Outstanding Stock Options (Fully Vested and Expected to Vest) (a)Options Exercisable
Number of outstanding (shares)32,001,396  19,646,782  
Weighted average remaining contractual life (in years)5.84.6
Weighted average exercise price per share$66.03  $50.82  
Intrinsic value (millions of dollars)$1,992  $1,522  
(a)Includes effects of expected forfeitures. Excluding the effects of expected forfeitures, the aggregate intrinsic value of stock options outstanding was $2.01 billion.
As of December 31, 2019, total future compensation related to equity awards not yet recognized in our Consolidated Statements of Income was $226 million, consisting of $98 million related to unvested stock options and $128 million related to unvested RSUs. The $226 million is expected to be recognized as follows: $113 million in 2020, $72 million in 2021, $37 million in 2022 and $4 million in 2023.
Employee stock purchase plan
Options outstanding under the ESPP as of December 31, 2019, had an exercise price equal to 85% of the fair market value of TI common stock on the date of automatic exercise. The automatic exercise occurred on January 2, 2020, resulting in an exercise price of $110.14 per share. Of the total outstanding options, none were exercisable as of December 31, 2019.
ESPP transactions are as follows:
SharesExercise Price
Outstanding grants, December 31, 2018
229,836  $80.29  
Granted742,819  102.34  
Exercised(798,806) 94.30  
Outstanding grants, December 31, 2019
173,849  110.14  
The weighted average grant date fair values per share of options granted under the ESPP in 2019, 2018 and 2017 were $18.05, $15.43 and $12.99, respectively. The total intrinsic value of options exercised under these plans was $13 million in 2019, 2018 and 2017.
As of December 31, 2019, the number of shares remaining available for future issuance under this plan was 33,812,282.
Effect on shares outstanding and treasury shares
Treasury shares were acquired in connection with the board-authorized stock repurchase program. As of December 31, 2019, $13.18 billion of stock repurchase authorizations remain, and no expiration date has been specified.
Our current practice is to issue shares of common stock from treasury shares upon exercise of stock options, distribution of director deferred compensation and vesting of RSUs. The following table reflects the changes in our treasury shares:
Stock OptionsRSUsTreasury Shares
Balance, December 31, 2016
744,831,978  
Repurchases30,570,129  
Shares used for:
Stock options/RSUs(13,313,019) (4,419,464) 
Stock applied to taxes—  1,058,100  
ESPP(1,065,757) —  
Director deferred stock units—  —  (4,750) 
Total issued(14,378,776) (3,361,364) (17,740,140) 
Balance, December 31, 2017
757,657,217  
Repurchases49,482,220  
Shares used for:
Stock options/RSUs(8,432,458) (2,769,994) 
Stock applied to taxes—  553,720  
ESPP(819,878) —  
Director deferred stock units—  —  (5,181) 
Total issued(9,252,336) (2,216,274) (11,468,610) 
Balance, December 31, 2018
795,665,646  
Repurchases27,398,701  
Shares used for:
Stock options/RSUs(11,529,174) (2,370,762) 
Stock applied to taxes—  490,347  
ESPP(798,806) —  
Director deferred stock units—  —  (71,571) 
Total issued(12,327,980) (1,880,415) (14,208,395) 
Balance, December 31, 2019
808,784,381  
The effects on cash flows are as follows:
For Years Ended December 31,
201920182017
Proceeds from common stock transactions (a)$539  $373  $483  
Tax benefit realized from stock compensation$224  $179  $341  
Reduction to deferred tax asset(49) (43) (91) 
Excess tax benefit for stock compensation$175  $136  $250  
(a)Net of taxes paid for employee shares withheld of $52 million, $60 million and $83 million in 2019, 2018 and 2017, respectively.