ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION PLAN

v3.10.0.1
STOCK-BASED COMPENSATION PLAN
12 Months Ended
Dec. 31, 2018
STOCK-BASED COMPENSATION PLAN Ìý
STOCK-BASED COMPENSATION PLAN

22.ÌýÌýSTOCK‑BASED COMPENSATION PLAN

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, 2018, we had approximately 9.5Ìýmillion shares remaining under the 2016 Stock Incentive Plan available for grant. Option awards have a maximum contractual term of 10Ìýyears 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

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):

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Ìý

Ìý

Ìý

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Ìý

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Ìý

Ìý

Ìý

ÌýÌýÌýÌý

Year ended December 31,

Ìý

Ìý

2018

ÌýÌýÌýÌý

2017

ÌýÌýÌýÌý

2016

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

Ìý

$

27

Ìý

$

36

Ìý

$

32

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

Ìý

Ìý

26

Ìý

Ìý

35

Ìý

Ìý

31

Ìý

The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $18 million, Ìý$18Ìýmillion and $7Ìýmillion for the years ended December 31, 2018, 2017 and 2016, respectively.

Stock Options

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 averages of the assumptions utilized for all stock options granted during the year.

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Ìý

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Ìý

Ìý

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Ìý

Ìý

Year ended December 31,

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Ìý

ÌýÌýÌýÌý

Ìý

2018

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2017

Ìý

2016

Ìý

Dividend yield

Ìý

Ìý

1.6

%

Ìý

2.4

%

Ìý

5.6

%ÌýÌý

Ìý

Expected volatility

Ìý

Ìý

55.2

%

Ìý

56.9

%

Ìý

57.9

%ÌýÌý

Ìý

Risk-free interest rate

Ìý

Ìý

2.6

%

Ìý

2.0

%

Ìý

1.4

%ÌýÌý

Ìý

Expected life of stock options granted during the period

Ìý

Ìý

5.9

years

Ìý

5.9

years

Ìý

5.9

Ìýyears

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Ìý

A summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of December 31, 2018 and changes during the year then ended is presented below:

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Ìý

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Weighted

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Ìý

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Ìý

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Weighted

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Average

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Ìý

Ìý

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Average

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Remaining

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Aggregate

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Exercise

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Contractual

Ìý

Intrinsic

Option Awards

ÌýÌýÌýÌý

Shares

ÌýÌýÌýÌý

Price

ÌýÌýÌýÌý

Term

ÌýÌýÌýÌý

Value

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Ìý

(inÌýthousands)

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Ìý

Ìý

Ìý

(years)

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(inÌýmillions)

Outstanding at JanuaryÌý1, 2018

ÌýÌýÌýÌý

Ìý

7,988

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$

13.99

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Ìý

Ìý

Ìý

Ìý

Granted

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Ìý

509

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Ìý

32.51

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Ìý

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Exercised

Ìý

Ìý

(3,873)

Ìý

Ìý

11.85

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Forfeited

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Ìý

(79)

Ìý

Ìý

18.70

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Ìý

Ìý

Ìý

Ìý

Ìý

Outstanding at DecemberÌý31,Ìý2018

Ìý

Ìý

4,545

Ìý

Ìý

17.81

Ìý

Ìý

6.5

Ìý

$

18

Exercisable at DecemberÌý31,Ìý2018

Ìý

Ìý

2,816

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Ìý

17.02

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Ìý

5.6

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Ìý

10

Ìý

The weighted‑average grant‑date fair value of stock options granted during 2018, 2017 and 2016 was $15.20, Ìý$9.26 andÌý$3.15 per option, respectively. As of December 31, 2018, there was $8Ìýmillion 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 1.8 years.

During the years ended December 31, 2018, 2017 and 2016, the total intrinsic value of stock options exercised was approximately $78 million, $48Ìýmillion andÌý$1 million, respectively. Cash received from stock options exercised during the years ended December 31, 2018, 2017 and 2016 was approximately $17 million, $35 million and $1 million, respectively. The cash tax benefit from stock options exercised during the years ended December 31, 2018, 2017 and 2016 was approximately $17 million, $15 million, and nil, respectively.

Nonvested Shares

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 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, 2018, 2017 and 2016, the weighted-average expected volatility rate was 44.3%. Ìý45.0% and 39.3%, respectively, and the weighted average risk-free interest rate was 2.3%, Ìý1.5% andÌý0.9%, respectively. For the performance share unit awards granted during the years ended December 31, 2018, 2017 and 2016, the number of shares earned varies based upon the Company achieving certain performance criteria over a three-year performance period. 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.

A summary of the status of our nonvested shares as of December 31, 2018 and changes during the year then ended is presented below:

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EquityÌýAwards

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LiabilityÌýAwards

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Weighted

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Weighted

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Ìý

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Average

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Average

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Grant-Date

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Grant-Date

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ÌýÌýÌýÌý

Shares

ÌýÌýÌýÌý

FairÌýValue

ÌýÌýÌýÌý

Shares

ÌýÌýÌýÌý

FairÌýValue

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(inÌýthousands)

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Ìý

Ìý

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(inÌýthousands)

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Nonvested at JanuaryÌý1, 2018

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Ìý

2,457

Ìý

$

14.93

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Ìý

696

Ìý

$

14.69

Granted

Ìý

Ìý

435

Ìý

Ìý

35.04

Ìý

Ìý

169

Ìý

Ìý

32.77

Vested

Ìý

Ìý

(840)

(1)ÌýÌý

Ìý

15.67

Ìý

Ìý

(337)

Ìý

Ìý

14.70

Forfeited

Ìý

Ìý

(129)

Ìý

Ìý

16.22

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Ìý

(24)

Ìý

Ìý

16.66

Nonvested at DecemberÌý31,Ìý2018

Ìý

Ìý

1,923

Ìý

Ìý

19.08

Ìý

Ìý

504

Ìý

Ìý

20.66


(1)

As of December 31, 2018, a total of 358,609 restricted stock units were vested but not yet issued, of which 15,922 vested during 2018. 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.

As of DecemberÌý31, 2018, there was $19Ìýmillion 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 1.7Ìýyears. The value of share awards that vested during the years ended December 31, 2018, 2017 and 2016 was $24 million, $22Ìýmillion and $16Ìýmillion, respectively.