Stock Compensation (Tables)
|
12 Months Ended |
Dec. 31, 2016 |
| Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
|
| Schedule of stock Compensation Expense Allocation Within the Consolidated Statements of Income |
Total stock compensation expense recognized is as follows:
|
|
For Years Ended December 31, |
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
COR |
$ |
|
40 |
|
|
$ |
|
47 |
|
|
$ |
|
48 |
|
|
R&D |
|
|
60 |
|
|
|
|
60 |
|
|
|
|
62 |
|
|
SG&A |
|
|
152 |
|
|
|
|
169 |
|
|
|
|
156 |
|
|
Acquisition charges |
|
|
— |
|
|
|
|
10 |
|
|
|
|
11 |
|
|
Total |
$ |
|
252 |
|
|
$ |
|
286 |
|
|
$ |
|
277 |
|
|
| Schedule of Weighted Average Assumptions Used to Estimate the Fair Values for Non-qualified Stock Options |
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, |
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
Weighted average grant date fair value, per share |
$ |
|
10.03 |
|
|
$ |
|
9.49 |
|
|
$ |
|
8.13 |
|
|
Weighted average assumptions used: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
25 |
% |
|
|
|
22 |
% |
|
|
|
22 |
% |
|
Expected lives (in years) |
|
|
7.3 |
|
|
|
|
7.3 |
|
|
|
|
7.3 |
|
|
Risk-free interest rates |
|
|
1.72 |
% |
|
|
|
1.64 |
% |
|
|
|
2.45 |
% |
|
Expected dividend yields |
|
|
2.87 |
% |
|
|
|
2.52 |
% |
|
|
|
2.72 |
% |
|
| Schedule of Stock Option and RSU Transactions Under 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 Options |
|
|
RSUs |
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
Exercise Price |
|
|
|
|
|
|
Grant Date Fair |
|
|
|
Shares |
|
|
per Share |
|
|
Shares |
|
|
Value per Share |
|
|
Outstanding grants, December 31, 2015 |
|
56,773,983 |
|
|
$ |
|
37.45 |
|
|
|
16,055,542 |
|
|
$ |
|
38.51 |
|
|
Granted |
|
10,974,304 |
|
|
|
|
53.02 |
|
|
|
2,337,976 |
|
|
|
|
53.98 |
|
|
Vested RSUs |
|
— |
|
|
|
|
— |
|
|
|
(5,639,666 |
) |
|
|
|
31.64 |
|
|
Forfeited and expired |
|
(965,893 |
) |
|
|
|
48.12 |
|
|
|
(421,473 |
) |
|
|
|
42.63 |
|
|
Exercised |
|
(14,516,606 |
) |
|
|
|
32.51 |
|
|
|
— |
|
|
|
|
— |
|
|
Outstanding grants, December 31, 2016 |
|
52,265,788 |
|
|
|
|
41.89 |
|
|
|
12,332,379 |
|
|
|
|
44.44 |
|
|
| Schedule of Shares Outstanding Under Stock Option Plans, by Exercise Price Range |
Summarized information about stock options outstanding as of December 31, 2016, is as follows:
|
|
|
|
Stock Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
Number |
|
|
Weighted Average |
|
|
Weighted Average |
|
|
Number |
|
|
Weighted Average |
|
|
Exercise Price |
|
Outstanding |
|
|
Remaining Contractual |
|
|
Exercise Price |
|
|
Exercisable |
|
|
Exercise Price |
|
|
Range |
|
(Shares) |
|
|
Life (Years) |
|
|
per Share |
|
|
(Shares) |
|
|
per Share |
|
|
$ |
14.47 to 20.00 |
|
|
1,996,801 |
|
|
|
2.1 |
|
|
$ |
|
14.96 |
|
|
|
1,996,801 |
|
|
$ |
|
14.96 |
|
|
|
20.01 to 30.00 |
|
|
5,130,177 |
|
|
|
2.6 |
|
|
|
|
24.59 |
|
|
|
5,130,177 |
|
|
|
|
24.59 |
|
|
|
30.01 to 40.00 |
|
|
14,126,454 |
|
|
|
5.3 |
|
|
|
|
33.06 |
|
|
|
11,328,597 |
|
|
|
|
33.12 |
|
|
|
40.01 to 50.00 |
|
|
9,854,196 |
|
|
|
7.1 |
|
|
|
|
44.10 |
|
|
|
3,544,639 |
|
|
|
|
44.10 |
|
|
|
50.01 to 60.00 |
|
|
21,103,396 |
|
|
|
8.6 |
|
|
|
|
53.44 |
|
|
|
2,017,172 |
|
|
|
|
53.96 |
|
|
|
60.01 to 71.27 |
|
|
54,764 |
|
|
|
9.7 |
|
|
|
|
71.00 |
|
|
|
— |
|
|
|
|
— |
|
|
|
14.47 to 71.27 |
|
|
52,265,788 |
|
|
|
6.6 |
|
|
|
|
41.89 |
|
|
|
24,017,386 |
|
|
|
|
33.16 |
|
|
| Schedule of Stock Options That are Vested and Expected to Vest, Outstanding and Exercisable |
Summarized information as of December 31, 2016, 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 |
|
|
Options |
|
|
|
Expected to Vest) (a) |
|
|
Exercisable |
|
|
Number of outstanding (shares) |
|
|
50,994,139 |
|
|
|
|
24,017,386 |
|
|
Weighted average remaining contractual life (in years) |
|
|
6.5 |
|
|
|
|
4.9 |
|
|
Weighted average exercise price per share |
$ |
|
41.63 |
|
|
$ |
|
33.16 |
|
|
Intrinsic value (millions of dollars) |
$ |
|
1,598 |
|
|
$ |
|
956 |
|
|
(a) |
Includes effects of expected forfeitures of approximately 1 million shares. Excluding the effects of expected forfeitures, the aggregate intrinsic value of stock options outstanding was $1,624 million. |
|
| Schedule of Director Deferred Compensation Payable in Shares |
Director deferred stock activity is as follows:
|
|
Director Deferred Stock |
|
|
|
(Shares) |
|
|
Outstanding, December 31, 2015 |
|
142,913 |
|
|
New shares deferred |
|
14,319 |
|
|
Issued |
|
(13,587 |
) |
|
Outstanding, December 31, 2016 |
|
143,645 |
|
|
| Schedule of Employee Stock Purchase Plan Transactions |
Employee stock purchase plan transactions are as follows:
|
|
Employee Stock |
|
|
|
|
|
|
Purchase Plan |
|
|
|
|
|
|
(Shares) |
|
|
Exercise Price |
|
|
Outstanding grants, December 31, 2015 |
|
372,566 |
|
|
$ |
|
46.19 |
|
|
Granted |
|
1,273,036 |
|
|
|
|
55.51 |
|
|
Exercised |
|
(1,362,202 |
) |
|
|
|
51.50 |
|
|
Outstanding grants, December 31, 2016 |
|
283,400 |
|
|
|
|
62.55 |
|
|
| Schedule of Changes in Treasury Stock |
The following table reflects the changes in our treasury shares:
|
|
Stock Options |
|
|
RSUs |
|
|
Treasury Shares |
|
|
Balance, December 31, 2013 |
|
|
|
|
|
|
|
|
|
658,012,970 |
|
|
Repurchases |
|
|
|
|
|
|
|
|
|
61,665,209 |
|
|
Shares used for: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options/RSUs |
|
(19,503,382 |
) |
|
|
(5,609,627 |
) |
|
|
|
|
|
Stock applied to exercises or taxes |
|
6,618 |
|
|
|
1,408,701 |
|
|
|
|
|
|
ESPP |
|
(1,784,184 |
) |
|
|
— |
|
|
|
|
|
|
Director deferred stock |
|
— |
|
|
|
— |
|
|
|
(7,178 |
) |
|
Total issued |
|
(21,280,948 |
) |
|
|
(4,200,926 |
) |
|
|
(25,481,874 |
) |
|
Balance, December 31, 2014 |
|
|
|
|
|
|
|
|
|
694,189,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases |
|
|
|
|
|
|
|
|
|
51,384,339 |
|
|
Shares used for: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options/RSUs |
|
(11,953,455 |
) |
|
|
(3,386,415 |
) |
|
|
|
|
|
Stock applied to exercises or taxes |
|
8,562 |
|
|
|
845,164 |
|
|
|
|
|
|
ESPP |
|
(1,532,264 |
) |
|
|
— |
|
|
|
|
|
|
Director deferred stock |
|
— |
|
|
|
— |
|
|
|
(7,531 |
) |
|
Total issued |
|
(13,477,157 |
) |
|
|
(2,541,251 |
) |
|
|
(16,018,408 |
) |
|
Balance, December 31, 2015 |
|
|
|
|
|
|
|
|
|
729,547,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases |
|
|
|
|
|
|
|
|
|
35,480,036 |
|
|
Shares used for: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options/RSUs |
|
(14,516,606 |
) |
|
|
(5,639,666 |
) |
|
|
|
|
|
Stock applied to exercises or taxes |
|
— |
|
|
|
1,336,476 |
|
|
|
|
|
|
ESPP |
|
(1,362,202 |
) |
|
|
— |
|
|
|
|
|
|
Director deferred stock |
|
— |
|
|
|
— |
|
|
|
(13,587 |
) |
|
Total issued |
|
(15,878,808 |
) |
|
|
(4,303,190 |
) |
|
|
(20,181,998 |
) |
|
Balance, December 31, 2016 |
|
|
|
|
|
|
|
|
|
744,831,978 |
|
|
| Schedule of Shares Reserved for Issuance and Available for Future Grant |
Shares available for future grants and reserved for issuance are as follows:
|
|
|
December 31, 2016 |
|
|
|
|
Long-Term |
|
|
Director |
|
|
Employee Stock |
|
|
|
|
|
|
Shares |
|
Incentive Plans |
|
|
Compensation Plans (a) |
|
|
Purchase Plan |
|
|
Total |
|
|
Reserved for issuance |
|
|
123,296,771 |
|
|
|
2,341,272 |
|
|
|
36,670,572 |
|
|
|
162,308,615 |
|
|
Shares to be issued upon exercise of
outstanding options and RSUs |
|
|
(63,715,186 |
) |
|
|
(1,026,626 |
) |
|
|
(283,400 |
) |
|
|
(65,025,212 |
) |
|
Available for future grants |
|
|
59,581,585 |
|
|
|
1,314,646 |
|
|
|
36,387,172 |
|
|
|
97,283,403 |
|
|
(a) |
Includes 143,645 shares credited to directors’ deferred stock accounts that settle in shares of TI common stock. These shares are not included as grants outstanding as of December 31, 2016. |
|
| Schedule of Cash Proceeds Received from Share-based Payment Awards |
The effects on cash flows are as follows:
|
|
For Years Ended December 31, |
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
Proceeds from common stock transactions (a) |
$ |
|
472 |
|
|
$ |
|
396 |
|
|
$ |
|
554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit realized from stock compensation |
$ |
|
255 |
|
|
$ |
|
171 |
|
|
$ |
|
218 |
|
|
Reduction to deferred income tax asset |
|
|
(105 |
) |
|
|
|
(81 |
) |
|
|
|
(108 |
) |
|
Excess tax benefit for stock compensation |
$ |
|
150 |
|
|
$ |
|
90 |
|
|
$ |
|
110 |
|
|
(a) |
Net of taxes paid for employee shares withheld of $70 million in 2016, $46 million in 2015 and $62 million in 2014. |
|