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Stock-based Compensation | 12 Months Ended
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Mar. 28, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Stock-based Compensation | Stock-based Compensation Long-term Stock Incentive Plans The Company's stock-based compensation awards are currently issued under the 2010 Incentive Plan, which was approved by its stockholders on August 5, 2010. However, any prior awards granted under the 1997 Incentive Plan remain subject to the terms of that plan. Any awards that expire, are forfeited, or are surrendered to the Company in satisfaction of taxes are available for issuance under the 2010 Incentive Plan. On September 24, 2013, the Company registered with the SEC an additional 1.7 million shares of its Class A common stock for issuance pursuant to the 2010 Incentive Plan. As of March 28, 2015, 3.0 million shares remained available for future issuance under the Company's incentive plans. Equity awards that may be made under the Company's incentive plans include, but are not limited to, (i) stock options, (ii) restricted stock, and (iii) RSUs. Impact on Results A summary of the total expense and the associated income tax benefits recognized related to stock-based compensation arrangements is as follows:
|  | Fiscal Years Ended
|  | March 28, 2015 |  | March 29, 2014 |  | March 30, 2013
|  | (millions)
Compensation expense |  | $ | 81 |  |  | $ | 93 |  | (a) | $ | 88 |
Income tax benefit |  | $ | (30 | ) |  | $ | (34 | ) |  | $ | (29 | )
(a) | Includes approximately $10 million of accelerated stock-based compensation expense recorded within restructuring and other charges in the consolidated statement of income for Fiscal 2014 (see Note 12). All other stock-based compensation expense is recorded within SG&A expenses.
Stock Options Stock options are granted to employees and non-employee directors with exercise prices equal to the fair market value of the Company's Class A common stock on the date of grant. Generally, options become exercisable ratably (graded-vesting schedule) over a three-year vesting period, subject to the employee's continuing employment. Stock options generally expire seven years from the date of grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted, which requires the input of both subjective and objective assumptions including the following: Expected Term — The estimate of expected term is based on the historical exercise behavior of employees and non-employee directors, as well as the contractual life of the option grants. Expected Volatility — The expected volatility factor is based on the historical volatility of the Company's Class A common stock for a period equal to the stock option's expected term. Expected Dividend Yield — The expected dividend yield is based on the Company's quarterly cash dividend of (i) $0.40 per share for grants made during and after the first quarter of Fiscal 2013, but prior to the third quarter of Fiscal 2014, (ii) $0.45 per share for grants made during and after the third quarter of Fiscal 2014, but prior to the fourth quarter of Fiscal 2015, and (iii) $0.50 per share for grants made during the fourth quarter of Fiscal 2015. Risk-free Interest Rate — The risk-free interest rate is determined using the implied yield for a traded zero-coupon U.S. Treasury bond with a term equal to the option's expected term. The Company's weighted average assumptions used to estimate the fair value of stock options granted during the fiscal years presented were as follows:
|  | Fiscal Years Ended
|  | March 28, 2015 |  | March 29, 2014 |  | March 30, 2013
Expected term (years) |  | 4.2 |  |  | 4.2 |  |  | 4.5 |
Expected volatility |  | 30.2 | % |  | 32.9 | % |  | 44.3 | %
Expected dividend yield |  | 1.10 | % |  | 0.98 | % |  | 1.05 | %
Risk-free interest rate |  | 1.4 | % |  | 1.1 | % |  | 0.6 | %
Weighted-average option grant date fair value |  | $37.91 |  |  | $45.83 |  |  | $47.89 |
A summary of stock option activity during Fiscal 2015 is as follows:
|  | Number of Shares |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term |  | Aggregate Intrinsic Value(a)
|  | (thousands) |  |  |  | (years) |  | (millions)
Options outstanding at March 29, 2014 |  | 3,026 |  |  | $ | 116.66 |  |  | 4.1 |  | $ | 143 |
Granted |  | 852 |  |  | 160.01 |  |  |  |  |
Exercised |  | (533 | ) |  | 98.47 |  |  |  |  |
Cancelled/Forfeited |  | (120 | ) |  | 165.96 |  |  |  |  |
Options outstanding at March 28, 2015 |  | 3,225 |  |  | $ | 129.28 |  |  | 4.0 |  | $ | 69 |
Options vested and expected to vest at March 28, 2015(b) |  | 3,159 |  |  | $ | 128.57 |  |  | 4.0 |  | $ | 69 |
Options exercisable at March 28, 2015 |  | 1,802 |  |  | $ | 101.89 |  |  | 2.6 |  | $ | 69 |
(a) | Aggregate intrinsic value is the amount by which the market price of Class A common stock at the end of the period exceeds the exercise price of the stock option, multiplied by the number of options.
(b) | The number of options expected to vest takes into consideration expected forfeitures.
Additional information pertaining to the Company's stock option plans is as follows:
|  | Fiscal Years Ended
|  | March 28, 2015 |  | March 29, 2014 |  | March 30, 2013
|  | (millions)
Aggregate intrinsic value of stock options exercised(a) |  | $ | 35 |  |  | $ | 63 |  |  | $ | 76 |
Cash received from the exercise of stock options |  | 52 |  |  | 52 |  |  | 49 |
Tax benefits realized on exercise of stock options |  | 12 |  |  | 24 |  |  | 29 |
(a) | Aggregate intrinsic value is the amount by which the market price of Class A common stock exceeded the stock option's exercise price when exercised, multiplied by the number of options.
As of March 28, 2015, there was $23 million of total unrecognized compensation expense related to nonvested stock options expected to be recognized over a weighted-average period of 1.4 years. Service-based RSUs and Restricted Stock Awards The Company grants service-based RSUs to certain of its senior executives, as well as certain of its other employees, and restricted shares of its Class A common stock to its non-employee directors. Service-based RSUs generally vest over a three-year period, subject to the employee's continuing employment. The fair values of service-based RSUs are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards not entitled to accrue dividend equivalents while outstanding. Restricted shares granted to non-employee directors vest ratably over a three-year period and are accounted for at fair value on the date of grant. Holders of restricted shares are entitled to receive cash dividends in connection with the payments of dividends on the Company's Class A common stock. A summary of restricted stock and service-based RSU activity during Fiscal 2015 is as follows:
|  | Restricted Stock |  | Service- based RSUs
|  | Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Number of Shares |  | Weighted-Average Grant Date Fair Value
|  | (thousands) |  |  |  | (thousands) |  |
Nonvested at March 29, 2014 |  | 5 |  |  | $ | 159.71 |  |  | 7 |  |  | $ | 145.88 |
Granted |  | 3 |  |  | 162.36 |  |  | 44 |  |  | 150.23 |
Vested |  | (3 | ) |  | 152.40 |  |  | (4 | ) |  | 144.88 |
Nonvested at March 28, 2015 |  | 5 |  |  | $ | 164.73 |  |  | 47 |  |  | $ | 150.01 |
|  | Restricted Stock |  | Service- based RSUs
Total unrecognized compensation expense at March 28, 2015 (millions) |  | $ | 0.2 |  |  | $ | 4.7 |
Weighted-average period expected to be recognized over (years) |  | 1.5 |  |  | 1.6 |
Additional information pertaining to restricted stock and service-based RSU activity is as follows:
|  | Fiscal Years Ended
|  | March 28, 2015 |  | March 29, 2014 |  | March 30, 2013
Restricted Stock: |  |  |  |  |  |
Weighted-average grant date fair value of awards granted |  | $ | 162.36 |  |  | $ | 164.76 |  |  | $ | 173.33 |
Total fair value of awards vested (millions) |  | $ | 1 |  |  | $ | 1 |  |  | $ | 1 |
Service-based RSUs: |  |  |  |  |  |
Weighted-average grant date fair value of awards granted |  | $ | 150.23 |  |  | N/A |  |  | $ | 150.17 |
Total fair value of awards vested (millions) |  | $ | 1 |  |  | $ | 16 |  |  | $ | 22 |
Performance-based RSUs The Company grants performance-based RSUs to senior executives and other key executives, as well as certain of its other employees. Performance-based RSUs generally vest (i) upon the completion of a three-year period of time (cliff vesting), subject to the employee's continuing employment and the Company's achievement of certain performance goals established at the beginning of the three-year performance period or (ii) ratably, over a three-year period of time (graded vesting), subject to the employee's continuing employment during the applicable vesting period and the achievement by the Company of certain performance goals in the initial year of the three-year vesting period. For performance-based RSUs subject to cliff vesting, the number of shares that may be earned ranges between 0% (if the specified threshold performance level is not attained) and 150% (if performance meets or exceeds the maximum achievement level) of the awards originally granted. If actual performance exceeds the pre-established threshold, the number of shares earned is calculated based on the relative performance between specified levels of achievement. Certain of the cliff vesting performance-based RSU awards granted by the Company, in addition to being subject to continuing employment requirements and the Company's performance goals noted above, are also subject to a market condition in the form of a total shareholder return ("TSR") modifier. The actual number of shares that vest at the end of the respective three-year period is determined based on the Company's achievement of the three-year performance goals described above, as well as its TSR relative to the S&P 500 over the related three-year performance period. At the end of the three-year performance period, if the performance condition is achieved at or above the pre-established threshold, the number of shares earned is further adjusted by a TSR modifier payout percentage, which ranges between 75% and 125%, based on the Company's TSR performance relative to that of the S&P 500 index over the respective three-year period. Depending on the total level of achievement, the actual number of shares that vest for performance-based RSU awards with a TSR modifier may range from 0% to 187.5% of the awards originally granted. The fair value of the Company's performance-based RSUs that are not subject to a TSR modifier is based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for those securities that are not entitled to dividend equivalents. The fair value of the Company's performance-based RSUs with a TSR modifier is determined on the date of grant using a Monte Carlo simulation valuation model. This pricing model uses multiple simulations to evaluate the probability of the Company achieving various stock price levels to determine its expected TSR performance ranking. The weighted-average assumptions used to estimate the fair value of performance-based RSUs with a TSR modifier granted during the fiscal years presented were as follows:
|  | Fiscal Years Ended
|  | March 28, 2015 |  | March 29, 2014 |  | March 30, 2013
Expected term (years) |  | 3.0 |  |  | 2.9 |  |  | 3.0 |
Expected volatility |  | 29.8 | % |  | 32.6 | % |  | 34.0 | %
Expected dividend yield |  | 1.09 | % |  | 0.98 | % |  | 1.13 | %
Risk-free interest rate |  | 0.9 | % |  | 0.4 | % |  | 0.3 | %
Weighted-average grant date fair value |  | $169.47 |  |  | $169.14 |  |  | $136.16 |
A summary of performance-based RSUs without TSR Modifier and performance-based RSUs with TSR Modifier activity during Fiscal 2015 is as follows:
|  | Performance-based RSUs — without TSR Modifier |  | Performance-based RSUs — with TSR Modifier
|  | Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Number of Shares |  | Weighted-Average Grant Date Fair Value
|  | (thousands) |  |  |  | (thousands) |  |
Nonvested at March 29, 2014 |  | 798 |  |  | $ | 148.93 |  |  | 145 |  |  | $ | 153.29 |
Granted |  | 303 |  |  | 157.10 |  |  | 79 |  |  | 169.47 |
Change due to performance/market condition achievement |  | 83 |  |  | 133.30 |  |  | — |  |  | — |
Vested |  | (422 | ) |  | 139.78 |  |  | — |  |  | — |
Forfeited |  | (65 | ) |  | 156.72 |  |  | (10 | ) |  | 166.44 |
Nonvested at March 28, 2015 |  | 697 |  |  | $ | 155.47 |  |  | 214 |  |  | $ | 158.65 |
|  | Performance-based RSUs — without TSR Modifier |  | Performance-based RSUs — with TSR Modifier
Total unrecognized compensation expense at March 28, 2015 (millions) |  | $ | 36 |  |  | $ | 11 |
Weighted-average period expected to be recognized over (years) |  | 1.6 |  |  | 1.8 |
Additional information pertaining to performance-based RSUs without TSR Modifier and performance-based RSUs with TSR Modifier activity is as follows:
|  | Fiscal Years Ended
|  | March 28, 2015 |  | March 29, 2014 |  | March 30, 2013
Performance-based RSUs — without TSR Modifier: |  |  |  |  |  |
Weighted-average grant date fair value of awards granted |  | $ | 157.10 |  |  | $ | 171.93 |  |  | $ | 137.45 |
Total fair value of awards vested (millions) |  | $ | 65 |  |  | $ | 109 |  |  | $ | 106 |
Performance-based RSUs — with TSR Modifier: |  |  |  |  |  |
Weighted-average grant date fair value of awards granted |  | $ | 169.47 |  |  | $ | 169.14 |  |  | $ | 136.16 |
Total fair value of awards vested (millions) |  | $ | — |  |  | $ | — |  |  | $ | — |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51659978&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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