ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Registration of securities issued in business combination transactions

STOCK-BASED COMPENSATION PLANS

v2.4.0.6
STOCK-BASED COMPENSATION PLANS
9 Months Ended 12 Months Ended
Sep. 30, 2012
Dec. 31, 2011
STOCK-BASED COMPENSATION PLANS Ìý Ìý
STOCK-BASED COMPENSATION PLANS

Ìý

15. STOCK-BASED COMPENSATION PLANS

ÌýÌýÌýÌýÌýÌýÌýÌýUnder our parent's Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"), a plan approved by the ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation stockholders, our parent may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance awards 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 are fixed at the grant date. As of SeptemberÌý30, 2012, our parent was authorized to grant up to 32.6Ìýmillion shares under the Stock Incentive Plan. As of SeptemberÌý30, 2012,Ìýour parentÌýhad 8Ìýmillion shares remaining under the 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 parent's common stock on the date the option award is granted. Stock-based awards generally vest over a three-year period.

ÌýÌýÌýÌýÌýÌýÌýÌýThe compensation cost from continuing operations under the Stock Incentive Plan for our Company was as follows (dollars in millions):

Ìý
Ìý Three months
ended
SeptemberÌý30,
Ìý Nine months
ended
SeptemberÌý30,
Ìý
Ìý
Ìý 2012 Ìý 2011 Ìý 2012 Ìý 2011 Ìý

Compensation costs

Ìý $ 6 Ìý $ 2 Ìý $ 20 Ìý $ 17 Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýThe total income tax benefit recognized in the statements of operations for stock-based compensation arrangements was $6Ìýmillion and $5Ìýmillion for the nine months ended SeptemberÌý30, 2012 and 2011, respectively.

STOCK OPTIONS

ÌýÌýÌýÌýÌýÌýÌýÌýThe 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 parent's 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 at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted during the periods.

Ìý
Ìý Three months
ended
SeptemberÌý30,
Ìý Nine months
ended
SeptemberÌý30,
Ìý
Ìý
Ìý 2012 Ìý 2011 Ìý 2012 Ìý 2011 Ìý

Dividend yield

Ìý NA Ìý Ìý 3.6 % Ìý 3.0 % Ìý 2.3 %

Expected volatility

Ìý NA Ìý Ìý 65.0 % Ìý 65.3 % Ìý 65.6 %

Risk-free interest rate

Ìý NA Ìý Ìý 1.8 % Ìý 1.3 % Ìý 2.8 %

Expected life of stock options granted during the period

Ìý NA Ìý Ìý 6.6Ìýyears Ìý Ìý 6.6Ìýyears Ìý Ìý 6.6Ìýyears Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýDuring the three months ended SeptemberÌý30, 2012, no stock options were granted.

ÌýÌýÌýÌýÌýÌýÌýÌýA summary of stock option activity under the Stock Incentive Plan as of SeptemberÌý30, 2012 and changes during the nine months then ended is presented below:

Option Awards
Ìý Shares Ìý Weighted
Average
Exercise
Price
Ìý Weighted
Average
Remaining
Contractual
Term
Ìý Aggregate
Intrinsic
Value
Ìý
Ìý
Ìý (in thousands)
Ìý Ìý
Ìý (years)
Ìý (in millions)
Ìý

Outstanding at JanuaryÌý1, 2012

Ìý Ìý 10,345 Ìý $ 13.83 Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Granted

Ìý Ìý 1,363 Ìý Ìý 13.41 Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Exercised

Ìý Ìý (661 ) Ìý 3.25 Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Forfeited

Ìý Ìý (251 ) Ìý 19.76 Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Outstanding at SeptemberÌý30, 2012

Ìý Ìý 10,796 Ìý Ìý 14.29 Ìý Ìý 5.6 Ìý $ 41 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Exercisable at SeptemberÌý30, 2012

Ìý Ìý 8,643 Ìý Ìý 14.27 Ìý Ìý 4.8 Ìý Ìý 38 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýThe weighted-average grant-date fair value of stock options granted during the nine months ended SeptemberÌý30, 2012 was $6.36 per option. As of SeptemberÌý30, 2012, there was $11Ìýmillion of total unrecognized compensation cost related to nonvested stock option arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.6Ìýyears.

ÌýÌýÌýÌýÌýÌýÌýÌýThe total intrinsic value of stock options exercised during the nine months ended SeptemberÌý30, 2012 and 2011 was $7Ìýmillion and $19Ìýmillion, respectively.

NONVESTED SHARES

ÌýÌýÌýÌýÌýÌýÌýÌýNonvested shares granted under the Stock Incentive Plan consist of restricted stock, which is accounted for as an equity award, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. A summary of the status of our nonvested shares as of SeptemberÌý30, 2012 and changes during the nine months then ended is presented below:

Ìý
Ìý Equity Awards Ìý Liability Awards Ìý
Ìý
Ìý Shares Ìý Weighted
Average
Grant-Date
Fair Value
Ìý Shares Ìý Weighted
Average
Grant-Date
Fair Value
Ìý
Ìý
Ìý (in thousands)
Ìý Ìý
Ìý (in thousands)
Ìý Ìý
Ìý

Nonvested at JanuaryÌý1, 2012

Ìý Ìý 2,287 Ìý $ 9.92 Ìý Ìý 1,100 Ìý $ 9.42 Ìý

Granted

Ìý Ìý 934 Ìý Ìý 13.41 Ìý Ìý 383 Ìý Ìý 13.41 Ìý

Vested

Ìý Ìý (1,395) (1) Ìý 7.07 Ìý Ìý (760 ) Ìý 6.53 Ìý

Forfeited

Ìý Ìý (27 ) Ìý 15.26 Ìý Ìý (63 ) Ìý 15.32 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Nonvested at SeptemberÌý30, 2012

Ìý Ìý 1,799 Ìý Ìý 13.86 Ìý Ìý 660 Ìý Ìý 14.51 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

(1)
As of SeptemberÌý30, 2012, a total of 516,338 restricted stock units were vested, of which 72,161 vested during the nine months ended SeptemberÌý30, 2012. 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.

ÌýÌýÌýÌýÌýÌýÌýÌýAs of SeptemberÌý30, 2012, there was $21Ìýmillion of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.2Ìýyears. The value of share awards that vested during the nine months ended SeptemberÌý30, 2012 and 2011 was $21Ìýmillion and $23Ìýmillion, respectively.

22. STOCK-BASED COMPENSATION PLAN

ÌýÌýÌýÌýÌýÌýÌýÌýUnder our parent's Stock Incentive Plan, a plan approved by the ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation stockholders, our parent may grant non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance awards 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 are fixed at the grant date. As of DecemberÌý31, 2011, our parent was authorized to grant up to 32.6Ìýmillion shares under the Stock Incentive Plan. As of DecemberÌý31, 2011, our parent had 10.6Ìýmillion shares remaining under the 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 parent's common stock on the date the option award is granted. Stock- based awards generally vest over a three-year period.

ÌýÌýÌýÌýÌýÌýÌýÌýThe compensation cost from continuing operations under the Stock Incentive Plan was as follows (dollars in millions):

Ìý
Ìý Year ended
DecemberÌý31,
Ìý
Ìý
Ìý 2011 Ìý 2010 Ìý 2009 Ìý

Compensation cost

Ìý $ 22 Ìý $ 24 Ìý $ 16 Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýThe total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $6Ìýmillion, $8Ìýmillion and $6Ìýmillion for the years ended DecemberÌý31, 2011, 2010 and 2009 respectively.

ÌýÌýÌýÌýÌýÌýÌýÌýThe 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 parent's 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.

Ìý
Ìý Year ended DecemberÌý31, Ìý
Ìý
Ìý 2011 Ìý 2010 Ìý 2009 Ìý

Dividend yield

Ìý Ìý 2.3 % Ìý 3.0 % Ìý 15.4 %

Expected volatility

Ìý Ìý 65.6 % Ìý 69.0 % Ìý 70.4 %

Risk-free interest rate

Ìý Ìý 2.8 % Ìý 3.1 % Ìý 2.5 %

Expected life of stock options granted during the period

Ìý Ìý 6.6Ìýyears Ìý Ìý 6.6Ìýyears Ìý Ìý 6.6Ìýyears Ìý

STOCK OPTIONS

ÌýÌýÌýÌýÌýÌýÌýÌýA summary of stock option activity under the Stock Incentive Plan as of DecemberÌý31, 2011 and changes during the year then ended is presented below:

Option Awards
Ìý Shares Ìý Weighted
Average
Exercise
Price
Ìý Weighted
Average
Remaining
Contractual
Term
Ìý Aggregate
Intrinsic
Value
Ìý
Ìý
Ìý (in thousands)
Ìý Ìý
Ìý (years)
Ìý (in millions)
Ìý

Outstanding at JanuaryÌý1, 2011

Ìý Ìý 10,997 Ìý $ 12.28 Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Granted

Ìý Ìý 953 Ìý Ìý 17.51 Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Exercised

Ìý Ìý (1,268 ) Ìý 2.82 Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Forfeited

Ìý Ìý (337 ) Ìý 15.14 Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Outstanding at DecemberÌý31, 2011

Ìý Ìý 10,345 Ìý Ìý 13.83 Ìý Ìý 5.9 Ìý $ 27 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Exercisable at DecemberÌý31, 2011

Ìý Ìý 7,089 Ìý Ìý 16.34 Ìý Ìý 5.0 Ìý Ìý 13 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýThe weighted-average grant-date fair value of stock options granted during 2011, 2010 and 2009 was $9.17, $6.97 and $0.51 per option, respectively. As of DecemberÌý31, 2011, there was $8Ìýmillion of total unrecognized compensation cost related to nonvested stock option arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.6Ìýyears.

ÌýÌýÌýÌýÌýÌýÌýÌýDuring 2009 no stock options were exercised. During the year ended DecemberÌý31, 2011 and 2010, the total intrinsic value of stock options exercised was $19Ìýmillion and $14Ìýmillion, respectively.

  • NONVESTED SHARES

ÌýÌýÌýÌýÌýÌýÌýÌýNonvested shares granted under the Stock Incentive Plan consist of restricted stock, which is accounted for as an equity award, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. A summary of the status of our nonvested shares as of DecemberÌý31, 2011 and changes during the year then ended is presented below:

Ìý
Ìý Equity Awards Ìý Liability Awards Ìý
Ìý
Ìý Shares Ìý Weighted
Average
Grant-Date
Fair Value
Ìý Shares Ìý Weighted
Average
Grant-Date
Fair Value
Ìý
Ìý
Ìý (in thousands)
Ìý Ìý
Ìý (in thousands)
Ìý Ìý
Ìý

Nonvested at JanuaryÌý1, 2011

Ìý Ìý 3,126 Ìý $ 6.95 Ìý Ìý 1,642 Ìý $ 6.05 Ìý

Granted

Ìý Ìý 675 Ìý Ìý 17.55 Ìý Ìý 311 Ìý Ìý 17.59 Ìý

Vested

Ìý Ìý (1,500 )(1) Ìý 7.20 Ìý Ìý (729 ) Ìý 5.55 Ìý

Forfeited

Ìý Ìý (14 ) Ìý 4.98 Ìý Ìý (124 ) Ìý 7.99 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Nonvested at DecemberÌý31, 2011

Ìý Ìý 2,287 Ìý Ìý 9.92 Ìý Ìý 1,100 Ìý Ìý 9.42 Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

(1)
As of DecemberÌý31, 2011, a total of 444,177 restricted stock units were vested, of which 115,045 vested during 2011. Only 176,327 of these shares have 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.

ÌýÌýÌýÌýÌýÌýÌýÌýAs of DecemberÌý31, 2011, there was $16Ìýmillion of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.9Ìýyears. The value of share awards that vested during the years ended DecemberÌý31, 2011, 2010 and 2009 was $23Ìýmillion, $18Ìýmillion and $12Ìýmillion, respectively.