ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

Note 16 - Stock-based Compensation Plans

v3.23.3
Note 16 - Stock-based Compensation Plans
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements Ìý
Share-Based Payment Arrangement [Text Block]

16. STOCK-BASED COMPENSATION PLANS

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As of September 30, 2023, we had approximately 5Ìýmillion 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):

Ìý

Ìý Ìý

Three months

Ìý Ìý

Nine months

Ìý
Ìý Ìý

ended

Ìý Ìý

ended

Ìý
Ìý Ìý

September 30,

Ìý Ìý

September 30,

Ìý
Ìý Ìý

2023

Ìý Ìý

2022

Ìý Ìý

2023

Ìý Ìý

2022

Ìý

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

Ìý $ 7 Ìý Ìý $ 6 Ìý Ìý $ 22 Ìý Ìý $ 26 Ìý

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

Ìý Ìý 7 Ìý Ìý Ìý 6 Ìý Ìý Ìý 21 Ìý Ìý Ìý 24 Ìý

ÌýÌýÌý â€�

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 $2Ìýmillion and $7Ìýmillion for the nine months ended September 30, 2023 and 2022, 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.

Ìý

During each of the nine months endedÌý September 30, 2023Ìýand 2022, no stock options were granted.

Ìý

A summary of stock option activity under the stock-based compensation plans as of September 30, 2023 and changes during the nine 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, 2023

Ìý Ìý 3,413 Ìý Ìý $ 21.93 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Exercised

Ìý Ìý (383 ) Ìý Ìý 19.76 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Forfeited

Ìý Ìý (51 ) Ìý Ìý 30.93 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Outstanding at September 30, 2023

Ìý Ìý 2,979 Ìý Ìý Ìý 22.06 Ìý Ìý Ìý 3.9 Ìý Ìý $ 11 Ìý

Exercisable at September 30, 2023

Ìý Ìý 2,906 Ìý Ìý Ìý 21.89 Ìý Ìý Ìý 3.8 Ìý Ìý Ìý 11 Ìý

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As ofÌý September 30, 2023, there was less than $1 millionÌýof 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 0.4Ìýyears.Ìý

Ìý

The total intrinsic value of stock options exercised during the nine months ended September 30, 2023 and 2022 was approximately $3Ìýmillion andÌý$12Ìýmillion, respectively. Cash received from stock options exercised during the nine months ended September 30, 2023 and 2022 was approximately $4ÌýmillionÌýand $6Ìýmillion, respectively. The cash tax benefit from stock options exercised during the nine months ended September 30, 2023 and 2022 was approximately nilÌýand $2Ìýmillion, respectively.

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 nine months ended September 30, 2023 and 2022, the weighted-average expected volatility rate was 37.6% and 43.5%, respectively, and the weighted average risk-free interest rate was 4.38% and 1.67%, respectively. For the performance share unit awards granted duringÌýthe nine months ended September 30, 2023 and 2022, 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 grantedÌýa second type of performance share unit 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 nine months ended September 30, 2022,Ìýthe 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 nine months ended September 30, 2022,Ìýthe number of shares earned varies based upon the Company achieving certain performance criteria over a two-year performance period. No performance share unit awards of this type were granted during the nine months ended September 30, 2023.

Ìý

A summary of the status of our nonvested shares as of September 30, 2023 and changes during the nine 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, 2023

Ìý Ìý 1,802 Ìý Ìý Ìý $ 35.15 Ìý Ìý Ìý 257 Ìý Ìý $ 31.61 Ìý

Granted

Ìý Ìý 945 Ìý Ìý Ìý Ìý 36.54 Ìý Ìý Ìý 114 Ìý Ìý Ìý 30.83 Ìý

Vested

Ìý Ìý (723 )

(1)(2)

Ìý Ìý 27.23 Ìý Ìý Ìý (165 ) Ìý Ìý 29.51 Ìý

Forfeited

Ìý Ìý (90 ) Ìý Ìý Ìý 36.87 Ìý Ìý Ìý (17 ) Ìý Ìý 33.76 Ìý

Nonvested at September 30, 2023

Ìý Ìý 1,934 Ìý Ìý Ìý Ìý 38.71 Ìý Ìý Ìý 189 Ìý Ìý Ìý 32.77 Ìý

Ìý


(1)

As of September 30, 2023, a total of 115,685Ìýrestricted stock units were vested but not yet issued, of which 9,400Ìývested during the nine months ended September 30, 2023. 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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(2)

A total of 264,624Ìýperformance 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, 2022. During the nine months ended September 30, 2023, an additional 132,314Ìýperformance share unit awards with a grant date fair value of $22.85Ìýwere issued due to the target performance criteria being exceeded.

Ìý

As of September 30, 2023, there was approximately $38Ìýmillion 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 2.0Ìýyears. The value of share awards that vested during the nine months ended September 30, 2023 and 2022 was approximately $28Ìýmillion and $32Ìýmillion, respectively.

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