Stock-Based Compensation

The Company’s Amended and Restated Equity and Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock- or cash-based awards to employees, directors and other individuals who perform services for the Company and its subsidiaries. The maximum number of shares reserved for grant of awards under the plan is 20.1 million, with approximately 3.5 million shares available as of December 31, 2018. The Company typically settles stock-based awards with treasury shares.

Time-based awards generally vest ratably over a three-year period following the date of grant, and performance- or market-based awards generally vest three years following the date of grant based on the attainment of performance- or market-based goals, all of which are subject to a service condition.

Cash Unit Awards

The fair value of time-based restricted cash units is based on the Company’s stock price on the grant date. Market-vesting restricted cash units generally vest depending on the level of relative total shareholder return achieved by the Company during the period prior to scheduled vesting. Settlement of restricted cash units is based on the Company’s average closing stock price over a specified number of trading days and the value of these awards varies based on changes in the Company’s stock price.

Stock Unit Awards

Stock unit awards entitle the holder to receive shares of common stock upon vesting on a one-to-one basis. Certain performance-based RSUs vest based upon the level of performance attained, but vesting can increase (typically by up to 20%) if certain relative total shareholder return goals are achieved. Market-based RSUs generally vest based on the level of total shareholder return or absolute stock price attainment.

The grant date fair value of the performance-based RSUs incorporates the total shareholder return metric, which is estimated using a Monte Carlo simulation model to estimate the Company’s ranking relative to an applicable stock index. During the years ended December 31, 2018 and 2017, the Company did not issue any stock unit awards containing a market condition. The weighted average assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s stock unit awards are outlined in the table below.



			2016
Expected volatility of stock price			46%
Risk-free interest rate			0.98%
Valuation period			3 years
Dividend yield			0%

Annual activity related to stock units consisted of (in thousands of shares):



			Number of Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Time-based RSUs
	Outstanding at January 1, 2018		1,160		$	34.54
		Granted ^(a)	322		48.41
		Vested ^(b)	(560	)	36.02
		Forfeited	(84	)	36.53
	Outstanding and expected to vest at December 31, 2018 ^(c)		838		$	38.67	0.8	$	19
Performance-based and market-based RSUs
	Outstanding at January 1, 2018		994		$	33.06
		Granted ^(a)	353		48.52
		Vested ^(b)	—		—
		Forfeited	(178	)	50.05
	Outstanding at December 31, 2018		1,169		$	35.14	1.0	$	26
	Outstanding and expected to vest at December 31, 2018 ^(c)		255		$	44.57	1.9	$	6

__________

^(a)

Reflects the maximum number of stock units assuming achievement of all performance-, market- and time-vesting criteria and does not include those for non-employee directors, which are discussed separately below. The weighted-average fair value of time-based RSUs and performance-based RSUs granted in 2017 was $35.32 and $35.21, respectively, and the weighted-average fair value of time-based RSUs and performance-based and market-based RSUs granted in 2016 was $25.92 and $23.33, respectively.


^(b)	The total fair value of RSUs vested during 2018, 2017 and 2016 was $20 million, $23 million and $31 million, respectively. The total grant date fair value of cash units vested during the year 2016 was $2 million.


^(c)	Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to $28 million and will be recognized over a weighted average vesting period of 1.0 year.

Stock Options

The annual stock option activity consisted of (in thousands of shares):



		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2018		273		$	7.08	1.7	$	10
	Granted ^(a)	—		—			—
	Exercised ^(b)	(216	)	8.72			8
	Forfeited/expired	—		—
Outstanding and exercisable at December 31, 2018		57		$	0.79	0.1	$	1

__________


^(a)	No stock options were granted during 2017 and 2016.


^(b)	Stock options exercised during 2017 and 2016 had intrinsic values of $21 million and $1 million, respectively. The cash received from the exercise of options was $2 million in 2018 and insignificant in 2017 and 2016.

Non-employee Directors Deferred Compensation Plan

The Company grants stock awards on a quarterly basis to non-employee directors representing between 50% and 100% of a director’s annual compensation and such awards can be deferred under the Non-employee Directors Deferred Compensation Plan. During 2018, 2017 and 2016, the Company granted 34,000, 36,000 and 40,000 awards, respectively, to non-employee directors.

Employee Stock Purchase Plan

The Company is authorized to sell shares of its common stock to eligible employees at 95% of fair market value. This plan has been deemed to be non-compensatory and therefore no compensation expense has been recognized.

Stock-Compensation Expense

During 2018, 2017 and 2016, the Company recorded stock-based compensation expense of $24 million ($18 million, net of tax), $10 million ($7 million, net of tax) and $28 million ($18 million, net of tax), respectively.