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Stock Compensation Plans
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Compensation Plans

Note 19. Stock Compensation Plans

Our stock compensation plans (collectively, the “Plans”) permit the grant of stock options, stock appreciation rights (“SARs”), performance share units, restricted stock, restricted stock units and other stock-based awards to employees and directors. Our current stock compensation plan, the 2022 Performance Plan, was adopted on April 11, 2022 and expires on February 28, 2032. A total of 21 million shares of our common stock may be issued in respect of grants made under the 2022 Performance Plan. Any shares of common stock that are subject to awards of stock options or SARs will be counted as one share for each share granted for purposes of the aggregate share limit and any shares of common stock that are subject to any other awards will be counted as 2 shares for each share granted for purposes of the aggregate share limit. In addition, shares of common stock that are subject to awards issued under the 2022 Performance Plan or certain prior Plans that expire according to their terms or are forfeited, terminated, canceled or surrendered or are settled, or can be paid, only in cash, or are surrendered in payment of taxes associated with such awards (other than stock options or SARs) will be available for issuance pursuant to a new award under the 2022 Performance Plan. Shares issued under our Plans are usually issued from shares of our common stock held in treasury.

Stock Options

Grants of stock options and SARs (collectively referred to as “options”) under the Plans generally have a graded vesting period of four years whereby one-fourth of the awards vest on each of the first four anniversaries of the grant date, an exercise price equal to the fair market value of one share of our common stock on the date of grant (i.e., the closing market price on that date) and a contractual term of ten years. The exercise of tandem SARs cancels an equivalent number of stock options and, conversely, the exercise of stock options cancels an equivalent number of tandem SARs. Option grants are cancelled on, or 90 days following, termination of employment unless termination is due to retirement, death or disability under certain circumstances, in which case, all outstanding options vest fully and remain outstanding for a term set forth in the related grant agreement.

The following table summarizes the activity related to options during 2022:

 

 

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Term (Years)

 

 

Aggregate
Intrinsic
Value
(In millions)

 

Outstanding at January 1

 

 

6,438,801

 

 

$

17.03

 

 

 

 

 

 

 

Options granted

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

(77,925

)

 

 

12.59

 

 

 

 

 

$

0.4

 

Options expired

 

 

(106,826

)

 

 

12.24

 

 

 

 

 

 

 

Options cancelled

 

 

(326,652

)

 

 

16.50

 

 

 

 

 

 

 

Outstanding at December 31

 

 

5,927,398

 

 

 

17.20

 

 

 

5.3

 

 

 

 

Vested and expected to vest at December 31

 

 

5,867,477

 

 

 

17.27

 

 

 

5.3

 

 

 

 

Exercisable at December 31

 

 

3,370,420

 

 

 

22.57

 

 

 

3.9

 

 

 

 

Available for grant at December 31

 

 

21,697,291

 

 

 

 

 

 

 

 

 

 

 

In addition, the aggregate intrinsic value of options exercised in 2021 and 2020 was $11 million and $0 million, respectively.

Significant option groups outstanding at December 31, 2022 and related weighted average exercise price and remaining contractual term information follows:

Grant Date

 

Options
Outstanding

 

 

Options
Exercisable

 

 

Exercise
Price

 

 

Remaining
Contractual
Term (Years)

 

2/25/2020

 

 

3,578,172

 

 

 

1,021,194

 

 

$

10.12

 

 

 

7.16

 

2/27/2017

 

 

530,581

 

 

 

530,581

 

 

 

35.26

 

 

 

4.16

 

2/22/2016

 

 

510,700

 

 

 

510,700

 

 

 

29.90

 

 

 

3.15

 

2/23/2015

 

 

455,688

 

 

 

455,688

 

 

 

27.16

 

 

 

2.15

 

2/24/2014

 

 

348,867

 

 

 

348,867

 

 

 

26.44

 

 

 

1.15

 

2/28/2013

 

 

217,400

 

 

 

217,400

 

 

 

12.98

 

 

 

0.16

 

All Other

 

 

285,990

 

 

 

285,990

 

 

(1)

 

 

(1)

 

 

 

 

5,927,398

 

 

 

3,370,420

 

 

 

 

 

 

 

 

(1)
Options in the “All other” category had exercise prices ranging from $15.10 to $32.72. The weighted average exercise price for options outstanding and exercisable in that category was $25.69 for both, while the remaining weighted average contractual term was 1.9 years for both.

Weighted average grant date fair values of stock options and the assumptions used in estimating those fair values are as follows:

 

 

 

2020

 

Weighted average grant date fair value

 

$

10.12

 

Black-Scholes model assumptions(1):

 

 

 

Expected term (years)

 

 

7.50

 

Interest rate

 

 

1.29

%

Volatility

 

 

41.28

%

Dividend yield

 

 

6.54

%

 

(1)
We review the assumptions used in our Black-Scholes model in conjunction with estimating the grant date fair value of grants of options by our Board of Directors. There were no stock options granted during 2022 or 2021.

Performance Share Units

Performance share units granted under the Plans are earned over a three-year period beginning January 1 of the year of grant. Total units earned for grants made in 2022 and 2021 may vary between 0% and 200% and grants made during 2020 may vary between 0% and 133% of the units granted based on the attainment of performance targets during the related three-year period and continued service. The performance targets are established by the Board of Directors. All of the units earned will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified.

The following table summarizes the activity related to performance share units during 2022:

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

Unvested at January 1

 

 

1,248,076

 

 

$

17.46

 

Units granted

 

 

387,963

 

 

 

15.60

 

Units vested

 

 

(672,590

)

 

 

14.36

 

Units forfeited

 

 

(299,759

)

 

 

17.65

 

Unvested at December 31

 

 

663,690

 

 

 

19.43

 

 

We measure the fair value of grants of performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants.

Restricted Stock Units

Restricted stock units granted under the Plans typically vest over a three-year period beginning on the date of grant. Restricted stock units will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified.

The following table summarizes the activity related to restricted stock units during 2022:

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

Unvested at January 1

 

 

2,446,979

 

 

$

15.20

 

Units granted

 

 

894,037

 

 

 

14.36

 

Units vested

 

 

(1,845,892

)

 

 

16.77

 

Units forfeited

 

 

(120,516

)

 

 

15.75

 

Unvested at December 31

 

 

1,374,608

 

 

 

12.95

 

Units vested but not released

 

 

1,084,817

 

 

 

17.57

 

Outstanding at December 31

 

 

2,459,425

 

 

 

14.99

 

 

We measure the fair value of grants of restricted stock units based on the closing market price of a share of our common stock on the date of the grant.

Other Information

Stock-based compensation expense, cash payments made to settle SARs and cash received from the exercise of stock options follows:

 

 

 

 

 

 

 

 

 

 

(In millions)

 

2022

 

 

2021

 

 

2020

 

Stock-based compensation expense recognized

 

$

14

 

 

$

36

 

 

$

31

 

Tax benefit

 

 

(3

)

 

 

(8

)

 

 

(8

)

After-tax stock-based compensation expense

 

$

11

 

 

$

28

 

 

$

23

 

Cash payments to settle SARs

 

$

 

 

$

 

 

$

 

Cash received from stock option exercises

 

$

1

 

 

$

26

 

 

$

 

 

As of December 31, 2022, unearned compensation cost related to the unvested portion of all stock-based awards was $17 million and is expected to be recognized over the remaining vesting period of the respective grants, through the fourth quarter of 2025.