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 April 2, 2016, 2.5 million shares remained available for future issuance under the Company's incentive plans.

Stock-based compensation awards that may be made under the 2010 Incentive Plan include, but are not limited to, (i) stock options, (ii) restricted stock, and (iii) RSUs. In recent years, the Company's annual grants of stock-based compensation awards to its employees primarily consisted of stock options and RSUs. However, in Fiscal 2016, the annual grants consisted entirely of RSUs, as the Company elected to issue service-based RSUs in lieu of stock options. Additionally, new vesting provisions for certain awards granted to retirement-eligible employees were introduced. Specifically, beginning in Fiscal 2016, for certain service-based and performance-based RSUs granted to retirement-eligible employees, or employees who will become retirement-eligible prior to the end of the awards' respective stated vesting periods, vesting continues post-retirement for all or a portion of the remaining unvested 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
	April 2, 2016				March 28, 2015			March 29, 2014
	(millions)
Compensation expense	$	97		^(a)	$	81		$	93		^(a)
Income tax benefit	$	(37	)		$	(30	)	$	(34	)


^(a)	Fiscal 2016 and Fiscal 2014 include approximately $9 million and $10 million, respectively, of accelerated stock-based compensation expense recorded within restructuring and other charges in the consolidated statements of income (see Note 11). All other stock-based compensation expense was 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 rate in effect on the date of grant.

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
	April 2, 2016^(a)	March 28, 2015		March 29, 2014
Expected term (years)	N/A	4.2		4.2
Expected volatility	N/A	30.2	%	32.9	%
Expected dividend yield	N/A	1.10	%	0.98	%
Risk-free interest rate	N/A	1.4	%	1.1	%
Weighted-average option grant date fair value	N/A	$37.91		$45.83


^(a)	No stock options were granted during Fiscal 2016.

A summary of stock option activity during Fiscal 2016 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 28, 2015	3,225		$	129.28	4.0	$	69
Granted	—		N/A
Exercised	(625	)	52.37
Cancelled/Forfeited	(182	)	163.56
Options outstanding at April 2, 2016	2,418		$	146.58	3.7	$	6

Options vested and expected to vest at April 2, 2016^(b)	2,391		$	145.60	3.7	$	6
Options exercisable at April 2, 2016	1,818		$	140.34	3.3	$	6


^(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
	April 2, 2016		March 28, 2015		March 29, 2014
	(millions)
Aggregate intrinsic value of stock options exercised^(a)	$	44	$	35	$	63
Cash received from the exercise of stock options	34		52		52
Tax benefits realized on exercise of stock options	17		12		24


^(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 April 2, 2016, there was $5 million of total unrecognized compensation expense related to nonvested stock options expected to be recognized over a weighted-average period of one year.

Restricted Stock Awards and Service-based RSUs

Restricted shares granted to non-employee directors vest ratably over a three-year period, subject to the director's continued service to the Company. The fair values of restricted stock awards are based on the fair value of the Company's Class A common stock 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.

Service-based RSUs granted to certain of the Company's senior executives, as well as certain of its other employees, generally vest over a three-year period, subject to the employee's continuing employment (except for awards granted in Fiscal 2016 to retirement-eligible employees, or employees who will become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed). 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.

A summary of restricted stock and service-based RSU activity during Fiscal 2016 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 28, 2015	5		$	164.73	47		$	150.01
Granted	17		111.94		508		125.19
Vested	(7	)	153.53		(18	)	149.28
Forfeited	(1	)	139.87		(47	)	129.60
Nonvested at April 2, 2016	14		$	110.68	490		$	126.30



	Restricted Stock		Service- based RSUs
Total unrecognized compensation expense at April 2, 2016 (millions)	$	1	$	25
Weighted-average period expected to be recognized over (years)	1.8		1.5

Additional information pertaining to restricted stock and service-based RSU activity is as follows:



	Fiscal Years Ended
	April 2, 2016		March 28, 2015		March 29, 2014
Restricted Stock:
Weighted-average grant date fair value of awards granted	$	111.94	$	162.36	$	164.76
Total fair value of awards vested (millions)	$	1	$	1	$	1
Service-based RSUs:
Weighted-average grant date fair value of awards granted	$	125.19	$	150.23	N/A
Total fair value of awards vested (millions)	$	2	$	1	$	16

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 (except for awards granted in Fiscal 2016 to retirement-eligible employees, or employees who will become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed) 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 (except for awards granted in Fiscal 2016 to retirement-eligible employees, or employees who will become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed) 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
	April 2, 2016^(a)	March 28, 2015		March 29, 2014
Expected term (years)	N/A	3.0		2.9
Expected volatility	N/A	29.8	%	32.6	%
Expected dividend yield	N/A	1.09	%	0.98	%
Risk-free interest rate	N/A	0.9	%	0.4	%
Weighted-average grant date fair value	N/A	$169.47		$169.14


^(a)	No performance-based RSUs with a TSR modifier were granted during Fiscal 2016.

A summary of performance-based RSUs without TSR Modifier and performance-based RSUs with TSR Modifier activity during Fiscal 2016 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 28, 2015	697		$	155.47	214		$	158.65
Granted	341		126.48		—		N/A
Change due to performance/market condition achievement	(8	)	137.08		(20	)	136.27
Vested	(293	)	147.26		(50	)	136.30
Forfeited	(46	)	155.61		(2	)	167.64
Nonvested at April 2, 2016	691		$	144.81	142		$	169.46



	Performance-based RSUs — without TSR Modifier		Performance-based RSUs — with TSR Modifier
Total unrecognized compensation expense at April 2, 2016 (millions)	$	25	$	3
Weighted-average period expected to be recognized over (years)	1.6		1.1

Additional information pertaining to performance-based RSUs without TSR Modifier and performance-based RSUs with TSR Modifier activity is as follows:



	Fiscal Years Ended
	April 2, 2016		March 28, 2015		March 29, 2014
Performance-based RSUs — without TSR Modifier:
Weighted-average grant date fair value of awards granted	$	126.48	$	157.10	$	171.93
Total fair value of awards vested (millions)	$	38	$	65	$	109
Performance-based RSUs — with TSR Modifier:
Weighted-average grant date fair value of awards granted	N/A		$	169.47	$	169.14
Total fair value of awards vested (millions)	$	7	$	—	$	—