ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

Note 17 - Stock-based Compensation Plans

v3.22.2
Note 17 - Stock-based Compensation Plans
6 Months Ended
Jun. 30, 2022
Notes to Financial Statements Ìý
Share-Based Payment Arrangement [Text Block]

17. STOCK-BASED COMPENSATION PLANS

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As of June 30, 2022, we had approximately 6Ìýmillion shares remaining under the stock-based compensation plans available for grant. Option awards have a maximum contractual term of 10 years 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 or in total at the end of a three-year period. Certain performance share unit awards vest in total at the end of a two-year period.

Ìý

The compensation cost from continuing operations under the stock-based compensation plans for our Company and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International were as follows (dollars in millions):

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Ìý Ìý

Three months

Ìý Ìý

Six months

Ìý
Ìý Ìý

ended

Ìý Ìý

ended

Ìý
Ìý Ìý

June 30,

Ìý Ìý

June 30,

Ìý
Ìý Ìý

2022

Ìý Ìý

2021

Ìý Ìý

2022

Ìý Ìý

2021

Ìý

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

Ìý $ 10 Ìý Ìý $ 7 Ìý Ìý $ 21 Ìý Ìý $ 16 Ìý

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

Ìý Ìý 10 Ìý Ìý Ìý 7 Ìý Ìý Ìý 19 Ìý Ìý Ìý 15 Ìý

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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 $7 million and $1Ìýmillion for the six months ended June 30, 2022 and 2021, respectively.

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Stock Options

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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.

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Ìý Ìý

Six months

Ìý
Ìý Ìý

ended

Ìý
Ìý Ìý

June 30,

Ìý
Ìý Ìý Ìý2022(1) Ìý Ìý Ìý2021 Ìý

Dividend yield

Ìý

NA

Ìý Ìý Ìý 2.3 %

Expected volatility

Ìý

NA

Ìý Ìý Ìý 53.3 %

Risk-free interest rate

Ìý

NA

Ìý Ìý Ìý 0.7 %

Expected life of stock options granted during the period (in years)

Ìý

NA

Ìý Ìý Ìý 5.9 Ìý

Ìý


(1)

During the six months endedÌý June 30, 2022, no stock options were granted.

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A summary of stock option activity under the stock-based compensation plans as of June 30, 2022 and changes during the six months then ended is presented below:

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Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Weighted

Ìý Ìý Ìý Ìý Ìý
Ìý Ìý Ìý Ìý Ìý Ìý

Weighted

Ìý Ìý

average

Ìý Ìý Ìý Ìý Ìý
Ìý Ìý Ìý Ìý Ìý Ìý

average

Ìý Ìý

remaining

Ìý Ìý

Aggregate

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý

exercise

Ìý Ìý

contractual

Ìý Ìý

intrinsic

Ìý

Option awards

Ìý

Shares

Ìý Ìý

price

Ìý Ìý

term

Ìý Ìý

value

Ìý
Ìý Ìý

(in thousands)

Ìý Ìý Ìý Ìý Ìý Ìý

(years)

Ìý Ìý

(in millions)

Ìý

Outstanding at January 1, 2022

Ìý Ìý 4,054 Ìý Ìý $ 21.62 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Granted

Ìý Ìý â€� Ìý Ìý Ìý â€� Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Exercised

Ìý Ìý (587 ) Ìý Ìý 19.59 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Forfeited

Ìý Ìý (25 ) Ìý Ìý 25.58 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Outstanding at June 30, 2022

Ìý Ìý 3,442 Ìý Ìý Ìý 21.94 Ìý Ìý Ìý 5.2 Ìý Ìý $ 24 Ìý

Exercisable at June 30, 2022

Ìý Ìý 3,014 Ìý Ìý Ìý 21.58 Ìý Ìý Ìý 4.8 Ìý Ìý Ìý 22 Ìý

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As of June 30, 2022, there was approximately $3Ìýmillion of total unrecognized compensation cost related to nonvested stock option arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately 1.2Ìýyears.Ìý

Ìý

The total intrinsic value of stock options exercised during the six months ended June 30, 2022 and 2021 was approximately $12 million andÌý$8Ìýmillion, respectively. Cash received from stock options exercised during both of the six months ended June 30, 2022 and 2021 was approximately $6Ìýmillion. The cash tax benefit from stock options exercised during both of the six months ended June 30, 2022 and 2021 was approximatelyÌý$2Ìýmillion.

Ìý

Nonvested Shares

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Nonvested shares granted under the stock-based compensation plans 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. The fair value of each restricted stock and phantom stock award is estimated to be the closing stock price of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾â€™s stock on the date of grant.

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We grant two types of performance share unit awards.ÌýFor one type of performance share unit award, 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. 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 six months ended June 30, 2022 and 2021 , the weighted-average expected volatility rate was 43.5% and 44.8%, respectively, and the weighted average risk-free interest rate was 1.67% and 0.2%, respectively. For the performance share unit awards granted duringÌýthe six months ended June 30, 2022 and 2021, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period.

Ìý

During the first quarter of 2022, we began issuing a second type of performance award, which also includes a market condition.ÌýThe performance criteria are our corporate free cash flow achieved relative to targets set by management, modified for the total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for the two-year performance period. 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 six months endedÌý June 30, 2022, the weighted-average expected volatility rate was 37.9% and the weighted average risk-free interest rate was 1.43%. For the performance share unit awards granted during the six months ended June 30, 2022, the number of shares earned varies based upon the Company achieving certain performance criteria over a two-year performance period.

Ìý

A summary of the status of our nonvested shares as of June 30, 2022 and changes during the six months then ended is presented below:

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Ìý Ìý

Equity awards

Ìý Ìý

Liability awards

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Weighted

Ìý Ìý Ìý Ìý Ìý Ìý

Weighted

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý

average

Ìý Ìý Ìý Ìý Ìý Ìý

average

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý

grant-date

Ìý Ìý Ìý Ìý Ìý Ìý

grant-date

Ìý
Ìý Ìý

Shares

Ìý Ìý Ìý

fair value

Ìý Ìý

Shares

Ìý Ìý

fair value

Ìý
Ìý Ìý

(in thousands)

Ìý Ìý Ìý Ìý Ìý Ìý Ìý

(in thousands)

Ìý Ìý Ìý Ìý Ìý

Nonvested at January 1, 2022

Ìý Ìý 2,178 Ìý Ìý Ìý $ 25.07 Ìý Ìý Ìý 367 Ìý Ìý $ 24.91 Ìý

Granted

Ìý Ìý 713 Ìý

(1)

Ìý Ìý 48.09 Ìý Ìý Ìý 102 Ìý Ìý Ìý 41.04 Ìý

Vested

Ìý Ìý (1,046 )

(2)(3)

Ìý Ìý 23.11 Ìý Ìý Ìý (188 ) Ìý Ìý 24.00 Ìý

Forfeited

Ìý Ìý (21 ) Ìý Ìý Ìý 28.04 Ìý Ìý Ìý (9 ) Ìý Ìý 27.03 Ìý

Nonvested at June 30, 2022

Ìý Ìý 1,824 Ìý Ìý Ìý Ìý 35.15 Ìý Ìý Ìý 272 Ìý Ìý Ìý 31.52 Ìý

Ìý


(1) This table reflects the target number of performance share unit awards granted during the period. Due to the terms of the awards and management’s current assessment of our free cash flow performance compared to the award thresholds, it is estimated that an additional 216,085 awards with a grant date fair value of $45.04 may be issued when the awards vest in the first quarter of 2024.

Ìý

(2)

As of June 30, 2022, a total of 106,285Ìýrestricted stock units were vested but not yet issued, of which 7,066Ìývested during the six months ended June 30, 2022. 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.

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(3)

A total of 193,623Ìýperformance 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, 2021. During the six months ended June 30, 2022, an additional 96,814Ìýperformance share unit awards with a grant date fair value of $29.68Ìýwere issued due to the target performance criteria being exceeded.

Ìý

As of June 30, 2022, there was approximately $54Ìýmillion of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of approximately 1.9Ìýyears. The value of share awards that vested during the six months ended June 30, 2022 and 2021 was approximately $32Ìýmillion and $18Ìýmillion, respectively.

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