Annual report pursuant to Section 13 and 15(d)

STOCK COMPENSATION PLANS

v3.6.0.2
STOCK COMPENSATION PLANS
 12 Months Ended
Dec. 31, 2016
STOCK COMPENSATION PLANS [Abstract]  
STOCK COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS
Our Company grants awards under its stock-based compensation plans to certain employees of the Company. Total stock-based compensation expense was $258 million, $236 million and $209 million in 2016, 2015 and 2014, respectively, and was included as a component of selling, general and administrative expenses in our consolidated statements of income. The total income tax benefit recognized in our consolidated statements of income related to awards under these plans was $71 million, $65 million and $57 million in 2016, 2015 and 2014, respectively. Beginning in 2015, certain employees who had previously been eligible for long-term equity awards received long-term performance cash awards. Employees who receive these performance cash awards do not receive equity awards as part of the long-term incentive program.
As of December 31, 2016, we had $267 million of total unrecognized compensation cost related to nonvested stock-based compensation awards granted under our plans. This cost is expected to be recognized over a weighted-average period of 1.5 years as stock-based compensation expense. This expected cost does not include the impact of any future stock-based compensation awards.
The Coca-Cola Company 2014 Equity Plan ("2014 Equity Plan") was approved by shareowners in April 2014. Under the 2014 Equity Plan, a maximum of 500 million shares of our common stock was approved to be issued, through the grant of equity awards, to certain employees. The 2014 Equity Plan allows for grants of stock options, performance share units, restricted stock units, restricted stock and other specified award types including cash awards with performance-based vesting criteria. Beginning in 2015, the 2014 Equity Plan was the primary plan in use for equity awards and performance cash awards. There were no grants made from the 2014 Equity Plan prior to 2015. As of December 31, 2016, there were 448.3 million shares available to be granted under the 2014 Equity Plan. In addition to the 2014 Equity Plan, there were 2.7 million shares available to be granted under stock option plans approved by shareowners in 1999 and 2008 and 0.2 million shares available to be granted under a restricted stock award plan approved by shareowners in 1989.
Stock Option Awards
Stock options have generally been granted with an exercise price equal to the average of the high and low market prices per share for the Company's stock on the date of grant. The fair value of each stock option award is estimated using a Black-Scholes-Merton option-pricing model and is amortized over the vesting period, generally four years. The weighted-average fair value of stock options granted during the past three years and the weighted-average assumptions used in the Black-Scholes-Merton option-pricing model for such grants were as follows:
 
2016

 
2015

 
2014

Fair value of stock options at grant date
$
4.17

 
$
4.38

 
$
3.91

Dividend yield1
3.2
%
 
3.1
%
 
2.7
%
Expected volatility2
16.0
%
 
16.0
%
 
16.0
%
Risk-free interest rate3
1.5
%
 
1.8
%
 
1.6
%
Expected term of the stock options4
6 years

 
6 years

 
5 years

1 
The dividend yield is the calculated yield on the Company's stock at the time of the grant.
2 
Expected volatility is based on implied volatilities from traded options on the Company's stock, historical volatility of the Company's stock and other factors.
3 
The risk-free interest rate for the period matching the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
4 
The expected term of the stock options represents the period of time that options granted are expected to be outstanding and is derived by analyzing historical exercise behavior.
Generally, stock options granted from 1999 through July 2003 expire 15 years from the date of grant, and stock options granted in December 2003 and thereafter expire 10 years from the date of grant. The shares of common stock to be issued and/or sold upon exercise of stock options are made available from either authorized and unissued Company common stock or from the Company's treasury shares. In 2007, the Company began issuing common stock under its stock-based compensation plans from the Company's treasury shares.
Stock option activity for all plans for the year ended December 31, 2016, was as follows:
 
Shares
(In millions)

 
Weighted-Average
Exercise Price

 
Weighted-Average
Remaining
Contractual Life
 
Aggregate
Intrinsic Value
(In millions)

Outstanding on January 1, 2016
266

 
$
32.51

 
 
 
 

Granted
9

 
43.52

 
 
 
 

Exercised
(50
)
 
28.68

 
 
 
 

Forfeited/expired
(5
)
 
37.18

 
 
 
 

Outstanding on December 31, 20161
220

 
$
33.70

 
5.11 years
 
$
1,731

Expected to vest
219

 
$
33.66

 
5.09 years
 
$
1,730

Exercisable on December 31, 2016
166

 
$
31.96

 
4.36 years
 
$
1,580

1 
Includes 0.7 million stock option replacement awards in connection with our acquisition of Old CCE's North America business in 2010. These options had a weighted-average exercise price of $15.50 and generally vest over 3 years and expire 10 years from the original date of grant.
The total intrinsic value of the stock options exercised was $787 million, $594 million and $894 million in 2016, 2015 and 2014, respectively. The total shares exercised were 50 million, 44 million and 58 million in 2016, 2015 and 2014, respectively.
Performance Share Unit Awards
Performance share units require achievement of certain performance criteria, which are predefined by the Compensation Committee of the Board of Directors at the time of grant. The primary performance criterion used is compound annual growth in economic profit over a predefined performance period, which is generally three years. Economic profit is our net operating profit after tax less the cost of the capital used in our business. Beginning in 2015, the Company added net operating revenues as an additional performance criterion. Economic profit and net operating revenues are adjusted for certain items, which are approved and certified by the Audit Committee of the Board of Directors. The purpose of these adjustments is to ensure a consistent year-to-year comparison of the specific performance criteria. In the event the certified results equal the predefined performance criteria, the Company will grant the number of shares equal to the target award. In the event the certified results exceed the predefined performance criteria, additional shares up to the maximum award will be granted. In the event the certified results fall below the predefined performance criteria, a reduced number of shares will be granted. If the certified results fall below the threshold award performance level, no shares will be granted. The performance share units granted under this program are then generally subject to a holding period of one year before the shares are released.
Performance share units generally do not entitle participants to vote or receive dividends. For most performance share units granted beginning in 2014, the Company includes a relative TSR modifier to determine the number of shares earned at the end of the performance period. For these awards, the number of shares earned based on the certified achievement of the predefined performance criteria will be reduced or increased if the Company's total shareowner return over the performance period relative to a predefined compensation comparator group of companies falls outside of a defined range. The fair value of performance share units that include the TSR modifier is determined using a Monte Carlo valuation model. For the remaining awards that do not include the TSR modifier, the fair value of the performance share units is the quoted market value of the Company's stock on the grant date less the present value of the expected dividends not received during the relevant period.
In the period it becomes probable that the minimum performance criteria specified in the award will be achieved, we recognize expense for the proportionate share of the total fair value of the performance share units related to the vesting period that has already lapsed for the shares expected to vest and be released. The remaining fair value of the shares expected to vest and be released is expensed on a straight-line basis over the balance of the vesting period. In the event the Company determines it is no longer probable that we will achieve the minimum performance criteria specified in the award, we reverse all of the previously recognized compensation expense in the period such a determination is made.
Performance share units are generally settled in stock, except for certain circumstances such as death or disability, in which case former employees or their beneficiaries are provided a cash equivalent payment. As of December 31, 2016, performance share units of 4,830,000, 1,640,000 and 3,303,000 were outstanding for the 2014–2016, 2015–2017 and 2016–2018 performance periods, respectively, based on the target award amounts in the performance share unit agreements.
The following table summarizes information about performance share units based on the target award amounts in the performance share unit agreements:
 
Performance Share Units
(In thousands)

 
Weighted-Average
Grant Date
Fair Value

Outstanding on January 1, 20161
12,196

 
$
33.30

Granted
3,502

 
39.70

Paid in cash equivalent
(53
)
 
36.84

Canceled/forfeited
(5,872
)
 
32.96

Outstanding on December 31, 20161,2
9,773

 
$
35.77

1 
Includes 70 percent of the total 2015 award. The remaining 30 percent of the 2015 award contained metrics that cannot be fully defined until 2017; therefore, these awards are not considered granted until all of the metrics are established.
2 
The outstanding performance share units as of December 31, 2016, at the threshold award and maximum award levels were 3.1 million and 18.3 million, respectively.
The weighted-average grant date fair value of performance share units granted was $39.70 in 2016, $37.99 in 2015 and $32.33 in 2014. The Company did not convert any performance share units into cash equivalent payments in 2015. The Company converted performance share units of 52,545 in 2016 and 5,403 in 2014 to cash equivalent payments of $1.9 million and $0.2 million, respectively, to former employees or their beneficiaries due to certain events such as death or disability.
The total intrinsic value of restricted shares that were vested and released was less than $1 million, $5 million and $255 million in 2016, 2015 and 2014, respectively. The total restricted share units vested and released were 7,101 in 2016, 130,017 in 2015 and 6,773,934 in 2014.
Time-Based Restricted Stock and Restricted Stock Unit Awards
Prior to the release date, time-based restricted stock and restricted stock units granted from the 2014 Equity Plan do not entitle participants to vote or receive dividends and will be forfeited in the event of the recipient's termination of employment, except for reasons such as death or disability. Certain other time-based restricted stock awards entitle participants to vote and receive dividends, while for certain other time-based restricted stock units, participants may receive payment of dividend equivalents but are not allowed to vote. The fair value of the restricted stock and restricted stock units expected to vest and be released is expensed on a straight-line basis over the vesting period. As of December 31, 2016, the Company had outstanding nonvested time-based restricted stock, including restricted stock units, of 770,244, most of which do not pay dividends or have voting rights.