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LONG-TERM INCENTIVE COMPENSATION
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
LONG-TERM INCENTIVE COMPENSATION LONG-TERM INCENTIVE COMPENSATION
The Company’s long-term incentive compensation plans consist of a combination of stock-based awards that derive their value directly or indirectly from the Company’s common stock price, and cash-based awards that are fixed in amount but subject to meeting annual performance thresholds.
Stock-Based Compensation
The Company’s stock-based compensation is classified as either equity awards or liability awards in accordance with GAAP. The fair value of an equity-classified award is determined at the grant date and is amortized to general and administrative expense on a straight-line basis over the vesting period of the award. A portion of this general and administrative expense is capitalized into natural gas and oil properties, included in property and equipment. The fair value of a liability-classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded to general and administrative expense and capitalized expense over the vesting period of the award. Generally, stock options granted to employees and directors vest ratably over three years from the grant date and expire seven years from the date of grant. However, the Company has not granted stock options since February 2017. The Company issues shares of restricted stock, restricted stock units or performance cash awards to employees and directors which generally vest over three years. Restricted stock, restricted stock units and stock options granted to participants immediately vest upon death, disability or retirement (subject to a minimum of three years of service). The Company issues performance unit awards to employees which historically have vested at or over three years. The performance units granted in 2019, 2020 and 2021 cliff-vest at the end of three years.
In February 2021, the Company notified employees of a workforce reduction plan as a result of strategic realignments of the Company’s organizational structure. The reduction was substantially complete by the end of the first quarter of 2021. Affected employees were offered a severance package which, if applicable, included the current value of unvested long-term incentive awards that were forfeited. Stock-based compensation costs recognized prior to the cancellation as either general and administrative expense or capitalized expense were reversed, and the severance payments were subsequently recognized as restructuring charges for the three and nine months ended September 30, 2021.
The Company recognized the following amounts in total related to long-term incentive compensation costs for the three and nine months ended September 30, 2022 and 2021:
For the three months ended September 30,For the nine months ended September 30,
(in millions)2022202120222021
Long-term incentive compensation – expensed$6 $$24 $30 
Long-term incentive compensation – capitalized$4 $$15 $15 
Equity-Classified Awards
The Company recognized the following amounts in employee equity-classified stock-based compensation costs for the three and nine months ended September 30, 2022 and 2021:
For the three months ended September 30,For the nine months ended September 30,
(in millions)2022202120222021
Equity-classified awards – expensed$1 $— $4 $
Equity-classified awards – capitalized$ $— $ $— 

Equity-Classified Stock Options
The following table summarizes equity-classified stock option activity for the nine months ended September 30, 2022 and provides information for options outstanding and options exercisable as of September 30, 2022:
Number
of Options
Weighted Average
Exercise Price
(in thousands) 
Outstanding at December 31, 20213,006 $8.98 
Granted— $— 
Exercised(893)$7.80 
Forfeited or expired(152)$26.35 
Outstanding at September 30, 20221,961 $8.17 
Exercisable at September 30, 20221,961 $8.17 
Equity-Classified Restricted Stock
As of September 30, 2022, there was less than $1 million of total unrecognized compensation cost related to the Company’s unvested equity-classified restricted stock grants. This cost is expected to be recognized over a weighted-average period of one year. The following table summarizes equity-classified restricted stock activity for the nine months ended September 30, 2022 and provides information for unvested shares as of September 30, 2022:
Number
of Shares
Weighted Average
Fair Value
(in thousands) 
Unvested shares at December 31, 2021242 $5.12 
Granted231 $6.92 
Vested(262)$6.15 
Forfeited— $— 
Unvested shares at September 30, 2022211 $5.81 
Equity-Classified Restricted Stock Units
As of September 30, 2022, there was $6 million of total unrecognized compensation cost related to the Company’s unvested equity-classified restricted stock units. This cost is expected to be recognized over a weighted-average period of 2.1 years. The following table summarizes equity-classified restricted stock units for the nine months ended September 30, 2022 and provides information for unvested units as of September 30, 2022.
Number
of Shares
Weighted Average
Fair Value
(in thousands)
Unvested units at December 31, 202137 $3.05 
Granted1,699 $4.45 
Vested(22)$3.05 
Forfeited(22)$4.31 
Unvested units at September 30, 20221,692 $4.44 
Equity-Classified Performance Units
In each year beginning with 2018, the Company granted performance units that vest at the end of, or over, a three-year period and are payable in either cash or shares at the option of the Compensation Committee of the Company’s Board of Directors. The awards granted from 2018 through 2021 were accounted for as liability-classified awards as the intention of the awards was to settle in cash. In 2022, two types of awards were granted, one of which was accounted for as liability classified awards given the intention to settle in cash. The other awards granted during 2022 have been accounted for as equity-classified awards given the intention to settle in stock and accordingly are recognized at their fair value as of the grant date and amortized throughout the vesting period. The 2022 performance unit awards include a market condition based on relative TSR (as defined below). The fair values of the market conditions were calculated by Monte Carlo models as of the grant date. As of September 30, 2022, there was $4 million of total unrecognized compensation costs related to the Company’s unvested equity-classified performance units. This cost is expected to be recognized over a weighted-average period of 2.4 years.
Number
of Shares
Weighted Average
Fair Value
(in thousands)
Unvested units at December 31, 2021— $— 
Granted850 $6.04 
Vested— $— 
Forfeited(10)$6.04 
Unvested units at September 30, 2022840 $6.04 
Liability-Classified Awards
The Company recognized the following amounts in employee liability-classified stock-based compensation costs for the three and nine months ended September 30, 2022:
For the three months ended September 30,For the nine months ended September 30,
(in millions)2022202120222021
Liability-classified stock-based compensation cost – expensed$3 $$15 $25 
Liability-classified stock-based compensation cost – capitalized$2 $$10 $12 
Liability-Classified Restricted Stock Units
In the first quarter of each year beginning with 2018, the Company granted restricted stock units that vest over a period of four years and are payable in either cash or shares at the option of the Compensation Committee of the Company’s Board of Directors. The liability-classified awards granted in 2021 vest over a period of three years. The Company has accounted for these as liability-classified awards, and accordingly changes in the market value of the instruments will be recorded to general and administrative expense and capitalized expense over the vesting period of the award. As of September 30, 2022, there was $12 million of total unrecognized compensation cost related to liability-classified restricted stock units that is expected to be recognized over a weighted-average period of 1.2 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market.
Number
of Units
Weighted Average
Fair Value
(in thousands) 
Unvested units at December 31, 20217,937 $4.08 
Granted— $— 
Vested(3,817)$4.48 
Forfeited(58)$7.39 
Unvested units at September 30, 20224,062 $5.01 
Liability-Classified Performance Units
In each year beginning with 2018, the Company granted performance units that vest at the end of, or over, a three-year period and are payable in either cash or shares at the option of the Compensation Committee of the Company’s Board of Directors. The Company has accounted for these as liability-classified awards, and accordingly changes in the fair market value of the instruments will be recorded to general and administrative expense and capitalized expense over the vesting period of the awards. The performance unit awards granted in 2019 include performance conditions based on return on average capital employed and two market conditions based on total shareholder return (“TSR”), one based on absolute TSR and the other on relative TSR. The performance units granted in 2020 include a performance condition based on return on average capital employed and a market condition based on relative TSR. In 2021, two types of performance unit awards were granted. One type of award includes a performance condition based on return on capital employed and a performance condition based on a reinvestment rate, and the second type of award includes one market condition based on relative TSR. In 2022, two types of performance unit awards were granted. One type of award includes performance conditions based on return on capital employed and reinvestment rate. The other 2022 awards granted were accounted for as equity classified awards. The fair values of the market conditions are calculated by Monte Carlo models on a quarterly basis. As of September 30, 2022, there was $11 million of total unrecognized compensation cost related to liability-classified performance units. This cost is expected to be recognized over a weighted-average period of 1.6 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market. The final value of the performance unit awards is contingent upon the Company’s actual performance against these performance measures.
Number
of Units
Weighted Average
Fair Value
(in thousands) 
Unvested units at December 31, 20219,515 $2.88 
Granted3,798 $1.00 
Vested (1) 
(1,910)$6.45 
Forfeited(95)$7.35 
Unvested units at September 30, 202211,308 $2.32 
(1)The 2019 Performance Unit Awards were treated as liability classified awards given the ability to settle in cash or stock. Upon vesting in February 2022, the determination was made to settle in stock.
Cash-Based Compensation
The Company recognized the following amounts in performance cash award compensation costs for the three and nine months ended September 30, 2022 and 2021:
For the three months ended September 30,For the nine months ended September 30,
(in millions)2022202120222021
Performance cash awards – expensed$2 $— $5 $
Performance cash awards – capitalized$2 $— $5 $
Performance Cash Awards
In 2021 and 2020, the Company granted performance cash awards that vest over a four-year period and are payable in cash on an annual basis. The value of each unit of the award equals one dollar. The Company recognizes the cost of these awards as general and administrative expense and capitalized expense over the vesting period of the awards. The performance cash awards granted in 2021 and 2020 include a performance condition determined annually by the Company. For both years, the performance measure is a targeted discretionary cash flow amount. If the Company, in its sole discretion, determines that the threshold was not met, the amount for that vesting period will not vest and will be cancelled. As of September 30, 2022, there was $33 million of total unrecognized compensation cost related to performance cash awards. This cost is expected to be recognized over a weighted-average period of 2.8 years. The final value of the performance cash awards is contingent upon the Company’s actual performance against these performance measures.
Number
of Units
Weighted Average Fair Value
(in thousands)
Unvested units at December 31, 202128,272 $1.00 
Granted24,416 $1.00 
Vested(8,752)$1.00 
Forfeited(2,950)$1.00 
Unvested units at September 30, 202240,986 $1.00