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Shareholders' Equity | 12 Months Ended
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Dec. 31, 2019
Stockholders Equity Note [Abstract] |
Shareholders' Equity |
| NOTE 5. | SHAREHOLDERS’ EQUITY
A. | Stock Repurchase Plans The Company has a Discretionary Stock Repurchase Plan originally approved by the Board of Directors in November 2001, and amended from time to time under which management as of December 31, 2019 is authorized to repurchase shares down to 160,000 shares of common stock outstanding. The Company had a Non-Discretionary Stock Repurchase Plan, originally approved by the Board of Directors in November 1993, under which management is authorized to repurchase up to 40,000 shares of the Company’s common stock in the open market with the proceeds received from the exercise of employee stock options and the Employee Stock Purchase Plan. Since March 31, 2019, all shares authorized under this plan have been repurchased and no further shares are available for future repurchases. The following table summarizes by plan the Company’s repurchasing activity:
|  |  | Cumulative shares repurchased |  |  | Average price per share |
| Non-Discretionary Plan (1994 through 2019) |  |  | 40,000 |  |  | $ | 35.29 |
| Discretionary Plan (2001 through 2019) |  |  | 73,991 |  |  | $ | 46.67 |
B. | Omnibus Incentive Plan On May 2, 2017, the shareholders approved the Company's 2017 Omnibus Incentive Plan (2017 Plan), which made available 2,500 shares of the Company's common stock in aggregate to be issued under any award type allowed by the 2017 Plan. The RSUs granted in 2019, 2018 and 2017 vest annually over three years based on continued employment and are settled upon vesting in shares of the Company's common stock on a one-for-one basis. The following table summarizes information about RSUs:
|  |  | Number of shares |  |  | Weighted average grant date fair value |
| Outstanding at December 31, 2018 |  |  | 834 |  |  | $ | 62.51 |
| RSUs granted |  |  | 475 |  |  | $ | 75.73 |
| RSUs vested |  |  | (337 | ) |  | $ | 60.92 |
| RSUs forfeited |  |  | (26 | ) |  | $ | 66.03 |
| Outstanding at December 31, 2019 |  |  | 946 |  |  | $ | 69.54 |
In 2019 and 2018, the Company also awarded 96 and 18 PSUs, respectively, under the 2017 Plan. Outstanding PSUs include performance conditions to be finally measured based on financial results at December 31, 2019, 2020 and 2021. The final number of PSUs will be determined using an adjustment factor of up to 2 times or down to 0.5 of the targeted PSU grant, depending on the degree of achievement of the designated performance targets. If the minimum performance thresholds are not achieved, no shares will be issued. Each PSU will convert to one share of the Company's common stock upon vesting. At December 31, 2019 and December 31, 2018, there were 137 shares and 41 shares of PSUs unvested at target levels, respectively, with a weighted-average grant date fair value of $71.28 and $60.83, respectively. RSUs and PSUs granted under the 2017 Plan have dividend equivalent rights, which entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs and are accumulated and paid in shares when the underlying awards vest. At December 31, 2019, there are approximately 744 shares available for grant under the 2017 plan. When restrictions on RSUs or PSUs lapse the Company derives a tax deduction in certain countries based on the fair market value of the award upon vesting and subject to the limits allowed under each jurisdiction’s tax regulations. Until vesting, a deferred tax asset is recognized and measured based on the fair value of the award at the date of grant (consistent with measurement for stock compensation expense). Any excess or shortfall in the tax deduction resulting from the difference between fair market value of the award between the date of grant and the date of vesting is recognized in income tax expense upon vesting. C. | Stock Option Plans Historically, the Company granted stock options under stock option plans approved annually by shareholders. Those plans generally allowed for the grant of qualified and non-qualified grants and outstanding options expire no more than ten years from the date of grant. Stock options granted in 2016 vest over three years from the date of grant as compared to five years for options granted in prior years. Stock options were last granted in 2016 under the Company's 2016 stock options plan. No additional shares can be granted under any of the Company's stock option plans other than the 2017 Plan. Upon the exercise of non-qualified stock options and disqualifying dispositions of incentive stock options, the Company derives a tax deduction measured by the excess of the market value over the option price at the date of exercise or disqualifying disposition. The portion of the benefit from the deduction, which equals the estimated fair value of the options (previously recognized as compensation expense) is recorded as a credit to the deferred tax asset for non-qualified stock options and is recorded as a credit to current tax expense for any disqualified dispositions of incentive stock options. For disqualifying dispositions, when the amount of the tax deduction is less than the cumulative amount of compensation expense recognized for the award, the amount credited to current tax expense is limited to the tax benefit associated with the tax deduction. The following table summarizes information about stock options:
|  |  | Number of shares |  |  | Weighted average exercise price per share |  |  | Weighted average remaining contractual life |  |  | Aggregate intrinsic value |
| Outstanding at December 31, 2018 |  |  | 9,353 |  |  | $ | 44.60 |  |  |  |  |  |  |  |  |
| Options granted |  |  | — |  |  | $ | — |  |  |  |  |  |  |  |  |
| Options exercised |  |  | (2,518 | ) |  | $ | 43.85 |  |  |  |  |  |  |  |  |
| Options forfeited |  |  | (62 | ) |  | $ | 46.89 |  |  |  |  |  |  |  |  |
| Options canceled |  |  | (10 | ) |  | $ | 45.98 |  |  |  |  |  |  |  |  |
| Outstanding at December 31, 2019 |  |  | 6,763 |  |  | $ | 44.85 |  |  |  | 4.33 |  |  | $ | 224,309 |
| Exercisable at December 31, 2019 |  |  | 6,159 |  |  | $ | 44.62 |  |  |  | 4.22 |  |  | $ | 205,731 |
D. | Stock Purchase Plan In May 2002, the shareholders approved the Company’s 2002 Employee Stock Purchase Plan (the 2002 Plan), which became effective August 1, 2002. As last amended in May 2019, the Company’s 2002 Plan provides for 15,305 shares of the Company’s common stock to be reserved for issuance upon exercise of purchase rights granted to employees who elect to participate through regular payroll deductions beginning August 1 of each year. The purchase rights are exercisable on July 31 of the following year at a price equal to the lesser of (1) 85% of the fair market value of the Company’s stock on the last trading day in July or (2) 85% of the fair market value of the Company’s stock on the first trading day in August of the preceding year. A total of 12,147 shares have been issued under the 2002 Plan since inception and $20,466 has been withheld from employees at December 31, 2019 in connection with the plan year ending July 31, 2020. E. | Director Restricted Stock Plan On May 7, 2014, the shareholders approved the Company’s 2014 Directors’ Restricted Stock Plan (the 2014 Directors’ Plan), which provides for annual awards of restricted stock to non-employee directors and makes 250 shares of the Company’s common stock available for grant. The plan provides for an annual grant of restricted stock awards with a fair market value equal to $200 to each participant on May 20 of each year. Each restricted stock award under the 2014 Directors’ Plan vests either at the time of grant or with a vesting schedule, as determined by the Compensation Committee of the Board of Directors. Restricted shares granted in 2017, 2018 and 2019 vested at the time of grant and there were no unvested restricted shares as of December 31, 2019. In 2019, restricted shares totaling 24 were granted with a fair value per share of $73.85. Restricted shares entitle the grantees to all shareholder rights, including cash dividends and transfer rights once vested. There are no shares available for grant as of December 31, 2019 as no shares can be granted under this plan after June 1, 2019. Subsequent to June 1, 2019, shares awarded to non-employee directors can be granted under the Omnibus Incentive Plan. F. | Share-Based Compensation Expense The fair value of employee stock purchase rights granted under the 2002 Plan is estimated on the date of grant using the Black-Scholes Model with the following assumptions:
|  |  | For the years ended December 31, |
|  |  | 2019 |  |  | 2018 |  |  | 2017 |
| Dividend yield |  |  | 1.40 | % |  |  | 1.30 | % |  |  | 1.50 | %
| Volatility |  |  | 23 | % |  |  | 22 | % |  |  | 14 | %
| Risk-free interest rates |  |  | 1.96 | % |  |  | 2.39 | % |  |  | 1.22 | %
| Expected life (years) |  |  | 1 |  |  |  | 1 |  |  |  | 1 |
| Weighted average fair value |  | $ | 17.03 |  |  | $ | 17.49 |  |  | $ | 11.69 |
The Company’s expected volatility assumptions are based on the historical volatility of the Company’s stock over a period of time commensurate to the expected life. The expected life assumption is based on the one-year offering period. The risk-free interest rate for the expected term of the option is based on the corresponding yield curve in effect at the time of grant for U.S. Treasury bonds having the same term as the expected life of the option. The expected dividend yield is based on the Company’s historical experience. The forfeiture assumption used to calculate compensation expense is primarily based on historical pre-vesting employee forfeiture patterns. The compensation expense for employee RSUs and PSUs is based on the fair market value of the Company’s share of common stock on the date of grant. RSUs and PSUs awarded in 2019, 2018 and 2017 were granted at a weighted-average grant date fair value of $75.73, $69.58 and $54.11, respectively. The total intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 was approximately $79 million, $92 million and $55 million, respectively. As of December 31, 2019, the total unrecognized compensation cost related to stock awards is $50 million and the weighted average period over which that cost is expected to be recognized is 1.7 years. Shares issued as a result of stock option exercises, restricted stock awards, vested RSUs, vested PSUs and employee stock plan purchases are issued as new shares outstanding by the Company.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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