ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION PLANS

v3.19.1
STOCK-BASED COMPENSATION PLANS
3 Months Ended
Mar. 31, 2019
STOCK-BASED COMPENSATION PLANS Ìý
STOCK-BASED COMPENSATION PLANS

17. STOCK‑BASED COMPENSATION PLANS

Ìý

On May 5, 2016, our stockholders approved a new ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation 2016 Stock Incentive Plan (the â€�2016 Stock Incentive Planâ€�), which reserved 8.2 million shares for issuance. The ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation Stock Incentive Plan, as amended and restated (the “Prior Planâ€�), remains in effect for outstanding awards granted pursuant to the Prior Plan, but no further awards may be granted under the Prior Plan. Under the 2016 Stock Incentive Plan we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance share units and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants under both the 2016 Stock Incentive Plan and the Prior Plan are fixed at the grant date. Initially, there were approximately 8.2 million shares available for issuance under the 2016 Stock Incentive Plan. However, the number of shares available for issuance may be adjusted to include any shares surrendered, exchanged, forfeited or settled in cash pursuant to the Prior Plan. As of March 31, 2019, we had approximately 8Ìýmillion shares remaining under the 2016 Stock Incentive Plan available for grant. Option awards have a maximum contractual term of 10Ìýyears and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest annually over a three-year period.

Ìý

The compensation cost from continuing operations under the 2016 Stock Incentive Plan and the Prior Plan for our Company and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International were as follows (dollars in millions):

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Three months ended MarchÌý31,Ìý

Ìý

ÌýÌýÌýÌý

2019

Ìý

2018

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation compensation cost

ÌýÌýÌýÌý

$

Ìý8

Ìý

$

Ìý8

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International compensation cost

Ìý

Ìý

Ìý7

Ìý

Ìý

Ìý7

Ìý

The total income tax benefit recognized in the condensed consolidated statements of operations for us and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International for stock-based compensation arrangements was $5 million and $4Ìýmillion for the three months ended March 31, 2019 and 2018, respectively.

Ìý

Stock Options

Ìý

The fair value of each stock option award is estimated on the date of grant using the Black‑Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees� expected exercise and post‑vesting employment termination behavior. The risk‑free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted during the periods.

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Three months ended MarchÌý31,Ìý

Ìý

ÌýÌýÌýÌý

Ìý

2019

Ìý

2018

Dividend yield

Ìý

Ìý

2.9

%

Ìý

1.5

%

Expected volatility

Ìý

Ìý

54.0

%

Ìý

55.2

%

Risk-free interest rate

Ìý

Ìý

2.5

%

Ìý

2.6

%

Expected life of stock options granted during the period

Ìý

Ìý

5.9

years

Ìý

5.9

years

Ìý

A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of March 31, 2019 and changes during the three months then ended is presented below:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Weighted

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Weighted

Ìý

Average

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Average

Ìý

Remaining

Ìý

Aggregate

Ìý

Ìý

Ìý

Ìý

Ìý

Exercise

Ìý

Contractual

Ìý

Intrinsic

Option Awards

ÌýÌýÌýÌý

Shares

ÌýÌýÌýÌý

Price

ÌýÌýÌýÌý

Term

ÌýÌýÌýÌý

Value

Ìý

Ìý

(inÌýthousands)

Ìý

Ìý

Ìý

Ìý

(years)

Ìý

(inÌýmillions)

Outstanding at JanuaryÌý1, 2019

ÌýÌýÌýÌý

Ìý

4,545

Ìý

$

17.81

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Granted

Ìý

Ìý

896

Ìý

Ìý

22.66

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Exercised

Ìý

Ìý

(87)

Ìý

Ìý

9.79

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Forfeited

Ìý

Ìý

(25)

Ìý

Ìý

25.56

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Outstanding at MarchÌý31,Ìý2019

Ìý

Ìý

5,329

Ìý

Ìý

18.72

Ìý

Ìý

6.9

Ìý

$

25

Exercisable at MarchÌý31,Ìý2019

Ìý

Ìý

3,855

Ìý

Ìý

16.51

Ìý

Ìý

6.0

Ìý

Ìý

25

Ìý

The weighted‑average grant‑date fair value of stock options granted during the three months ended March 31, 2019 was $9.27 per option. As of March 31, 2019, there was $14 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 2.3 years.

Ìý

The total intrinsic value of stock options exercised during the three months ended March 31, 2019 and 2018 was approximatelyÌý$1 million andÌý$17 million, respectively. Cash received from stock options exercised during the three months ended March 31, 2019 and 2018 was approximately $1 million and $6 million, respectively. The cash tax benefit from stock options exercised during the three months ended March 31, 2019 and 2018 was approximately nil and $3 million, respectively.

Ìý

Nonvested Shares

Ìý

Nonvested shares granted under the 2016 Stock Incentive Plan and the Prior Plan consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash.

Ìý

The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the three months ended March 31, 2019 and 2018, the weighted-average expected volatility rate was 34.6% and 44.3%, respectively, and the weighted average risk-free interest rate was 2.5% and 2.3%, respectively. For the performance share unit awards granted in the three months ended March 31, 2019 and 2018, the number of shares earned varies based upon the Company achieving certain performance criteria over a Ìýthree-year performance period. The performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the three-year performance periods.

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A summary of the status of our nonvested shares as of March 31, 2019 and changes during the three months then ended is presented below:

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Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

EquityÌýAwards

Ìý

LiabilityÌýAwards

Ìý

Ìý

Ìý

Ìý

Ìý

Weighted

Ìý

Ìý

Ìý

Ìý

Weighted

Ìý

Ìý

Ìý

Ìý

Ìý

Average

Ìý

Ìý

Ìý

Ìý

Average

Ìý

Ìý

Ìý

Ìý

Ìý

Grant-ÌýDate

Ìý

Ìý

Ìý

Ìý

Grant-Date

Ìý

ÌýÌýÌýÌý

Shares

ÌýÌýÌýÌý

FairÌýValue

ÌýÌýÌýÌý

Shares

ÌýÌýÌýÌý

FairÌýValue

Ìý

Ìý

(inÌýthousands)

Ìý

Ìý

Ìý

Ìý

(inÌýthousands)

Ìý

Ìý

Ìý

Nonvested at JanuaryÌý1, 2019

Ìý

Ìý

1,923

Ìý

$

19.08

Ìý

Ìý

504

Ìý

$

20.66

Granted

Ìý

Ìý

699

Ìý

Ìý

24.65

Ìý

Ìý

252

Ìý

Ìý

22.66

Vested

Ìý

Ìý

(956)

(1)(2)

Ìý

13.49

Ìý

Ìý

(306)

Ìý

Ìý

16.32

Forfeited

Ìý

Ìý

(12)

Ìý

Ìý

25.75

Ìý

Ìý

(4)

Ìý

Ìý

24.36

Nonvested at MarchÌý31,Ìý2019

Ìý

Ìý

1,654

Ìý

Ìý

24.61

Ìý

Ìý

446

Ìý

Ìý

24.74


(1)

As of March 31, 2019, a total of 389,095 restricted stock units were vested but not yet issued, of which 30,486 vested during the three months ended March 31 2019. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment.

Ìý

(2)

A total of 412,246 performance share unit awards are reflected in the vested shares in this table, which represents the target number of performance share unit awards for this grant and were included in the balance at December 31, 2018. During the three months ended March 31, 2019, an additional 357,006 performance share unit awards with a grant date fair value of $10.22 vested above the target in accordance the performance criteria of these awards.

As of March 31, 2019, there was $36Ìýmillion of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted‑average period of approximately 1.7 years. The value of share awards that vested during the three months ended March 31, 2019 and 2018 was $23Ìýmillion and $22Ìýmillion, respectively.