ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Annual report pursuant to Section 13 and 15(d)

Note 23 - Stock-based Compensation Plan

v3.24.0.1
Note 23 - Stock-based Compensation Plan
12 Months Ended
Dec. 31, 2023
Notes to Financial Statements Ìý
Share-Based Payment Arrangement [Text Block]

23. STOCK-BASED COMPENSATION PLAN

Ìý

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 December 31, 2023, we had approximately 6Ìýmillion shares remaining under the 2016 Stock Incentive Plan 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 over a three-year period.Ìý

Ìý

The compensation cost 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

Year ended December 31,

Ìý
Ìý Ìý

2023

Ìý Ìý

2022

Ìý Ìý

2021

Ìý

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

Ìý $ 28 Ìý Ìý $ 29 Ìý Ìý $ 30 Ìý

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

Ìý Ìý 27 Ìý Ìý Ìý 27 Ìý Ìý Ìý 29 Ìý

Ìý

The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $3Ìýmillion, $8Ìýmillion and $3Ìýmillion for the years ended December 31, 2023, 2022 and 2021, 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 employeesâ€� 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 averages of the assumptions utilized for all stock options granted during the year. During both of the years endedÌý December 31, 2023 and 2022, no stock options were granted.

Ìý

Ìý

Ìý Ìý

Year ended December 31,

Ìý
Ìý Ìý

2021

Ìý

Dividend yield

Ìý Ìý 2.3 %

Expected volatility

Ìý Ìý 53.3 %

Risk-free interest rate

Ìý Ìý 0.7 %

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

Ìý Ìý 5.9 Ìý

Ìý

A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of December 31, 2023 and changes during the year then ended is presented below:

Ìý

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 (467 ) Ìý Ìý 20.09 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Forfeited

Ìý Ìý (56 ) Ìý Ìý 30.44 Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Outstanding at December 31, 2023

Ìý Ìý 2,890 Ìý Ìý Ìý 22.06 Ìý Ìý Ìý 3.7 Ìý Ìý $ 12 Ìý

Exercisable at December 31, 2023

Ìý Ìý 2,818 Ìý Ìý Ìý 21.90 Ìý Ìý Ìý 3.6 Ìý Ìý Ìý 12 Ìý

Ìý

The weighted-average grant-date fair value of stock options granted during 2021Ìýwas $11.48Ìýper option. As of December 31, 2023, there was less than $1Ìýmillion 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 0.2Ìýyears.

Ìý

During the years ended December 31, 2023, 2022 and 2021, the total intrinsic value of stock options exercised was approximately $3Ìýmillion, $12Ìýmillion and $13Ìýmillion, respectively. Cash received from stock options exercised during the years ended December 31, 2023, 2022 and 2021 was approximately $5Ìýmillion, $6Ìýmillion and $10Ìýmillion, respectively. The cash tax benefit from stock options exercised during each of the years ended December 31, 2023, 2022 and 2021 was approximately nil, $2 millionÌýand $2Ìýmillion, 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. 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.

Ìý

We grant two types of performance share unit awards. For 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 years ended December 31, 2023, 2022 and 2021, the weighted-average expected volatility rate was 37.6%, 43.5% and 44.9%, respectively, and the weighted average risk-free interest rate was 4.38%, 1.67% and 0.2%, respectively. For the performance share unit awards granted during the year ended December 31, 2023, 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 issued a second type of performance award, which also includes a market condition. The 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 year ended December 31, 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 year ended December 31, 2022, the 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 year ended December 31,Ìý2023.

Ìý

A summary of the status of our nonvested shares as of December 31, 2023 and changes during the year then ended is presented below:

Ìý

Ìý Ìý

Equity awards

Ìý Ìý

Liability awards

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý

Weighted

Ìý Ìý Ìý Ìý Ìý Ìý

Weighted

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý

average

Ìý Ìý Ìý Ìý Ìý Ìý

average

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý

grant-date

Ìý Ìý Ìý Ìý Ìý Ìý

grant-date

Ìý
Ìý Ìý

Shares

Ìý Ìý

fair value

Ìý Ìý

Shares

Ìý Ìý

fair value

Ìý
Ìý Ìý

(in thousands)

Ìý Ìý Ìý Ìý Ìý Ìý

(in thousands)

Ìý Ìý Ìý Ìý Ìý

Nonvested at January 1, 2023

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

Granted

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

Vested

Ìý Ìý (724 )

(1)(2)

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

Forfeited

Ìý Ìý (100 ) Ìý Ìý 37.08 Ìý Ìý Ìý (25 ) Ìý Ìý 33.58 Ìý

Nonvested at December 31, 2023

Ìý Ìý 1,923 Ìý Ìý Ìý 38.71 Ìý Ìý Ìý 181 Ìý Ìý Ìý 32.75 Ìý

(1)

As of December 31, 2023, a total of 115,685Ìýrestricted stock units were vested but not yet issued, of which 9,400Ìývested during 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.

(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,Ìý2023. During the year ended December 31, 2023, an additional 132,314Ìýperformance share unit awards with a grant date fair value of $22.85Ìýwere issued related to this vest due to the target performance criteria being exceeded.

Ìý

As of DecemberÌý31, 2023, there was $31Ìýmillion of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.8Ìýyears. The value of share awards that vested during the years ended December 31, 2023, 2022 and 2021 was $28Ìýmillion, $31Ìýmillion and $18Ìýmillion, respectively.

Ìý