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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation STOCK-BASED COMPENSATION
The Company has the Long-Term Incentive Plan ("LTI Plan") under which we may grant restricted stock units ("RSU"), performance share units ("PSU"), stock options and other equity-based awards to employees and non-employee directors providing services to the Company and our subsidiaries. The Company also provides an Employee Stock Purchase Plan ("ESPP") for eligible employees. A total of up to 29.5 million shares of Class A common stock are reserved and available for issuance pursuant to awards granted under the LTI Plan over its term which expires on the date of the annual meeting of the Company in 2031. A total of 27.8 million shares of Class A common stock are available for issuance as of December 31, 2022. This amount includes 20.2 million shares remaining from the initial reserve and 7.6 million shares added due to forfeitures, cancellations, and shares withheld to pay the employee's taxes, subject to the adjustments as provided in the LTI Plan.
Stock-based compensation cost was $207 million, $205 million and $210 million for the years ended December 31, 2022, 2021 and 2020, respectively. Stock-based compensation cost is measured at the date of grant based on the calculated fair value of the award and is generally recognized on a straight-line basis over the vesting period of the equity grant. The compensation cost is determined based on awards ultimately expected to vest; therefore, we have reduced the cost for estimated forfeitures based on historical forfeiture rates. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods to reflect actual forfeitures. There were no stock-based compensation costs capitalized as the amounts were not material.
Restricted Stock
We may grant to our officers, directors and key employees RSUs, where each unit represents the right to receive, at the end of a stipulated period, one unrestricted share of stock with no exercise price. Certain RSUs are subject to cliff or graded vesting, generally ranging over a period of three years, or over a one year period for non-employee directors. Cash dividend equivalents are accumulated on RSUs and are payable upon vesting of the awards. We determine the fair value of RSUs based on the market price of our common stock on the date of grant.
The following table presents the changes in RSUs outstanding and related information (in thousands, except per unit prices):
Number of
Units		Weighted Average
Grant Date Fair
Value Per Unit
Unvested balance at December 31, 202116,035 $21.50 
Granted7,203 27.90 
Vested(7,719)21.99 
Forfeited(1,177)23.59 
Unvested balance at December 31, 202214,342 $24.31 
In 2022, the total intrinsic value of RSUs vested (defined as the value of shares awarded based on the price of our common stock at vesting date) was $210 million and unvested RSUs was $424 million. The total grant date fair value of RSUs vested in 2022 was $170 million. As of December 31, 2022, there was $181 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.77 years.
Performance Share Units
We may grant PSUs to certain officers and key employees. The PSUs are stock-based awards tied to predefined company metrics and total shareholder return ("TSR"). PSUs generally cliff vest after a service period of three years. Cash dividend equivalents are accumulated on certain PSUs and are payable upon vesting of the awards. The fair value of the awards determined for the predefined company metrics are based on the market price of our common stock on the date of grant. The fair value of the TSR awards are determined based on a Monte Carlo simulation method.
The following table presents the changes in PSUs outstanding and related information (in thousands, except per unit prices):
Number of
Units		Weighted Average
Grant Date Fair
Value Per Unit
Unvested balance at December 31, 20213,702 $22.57 
Granted1,380 30.76 
Vested(1,268)22.70 
Forfeited(290)24.64 
Unvested balance at December 31, 20223,525 $25.56 
The total intrinsic value of PSUs vested and unvested, (defined as the value of the shares awarded at the year-end market price) was $44 million and $104 million, respectively, as of December 31, 2022. The total grant date fair value of PSUs vested in 2022 was $29 million. Total unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of 1.69 years, was $34 million as of December 31, 2022.
Stock Options
We previously granted stock options to our officers, directors and key employees. Stock options generally vest in equal amounts over a vesting period of three years provided that the employee has remained continuously employed by the Company through such vesting date. We have not granted stock options to officers, directors, or key employees since 2019.
The following table presents the changes in stock options outstanding and related information (in thousands, except per option prices):
Number of
Options		Weighted Average
Exercise Price
Per Option
Outstanding at December 31, 20215,249 $31.25 
Exercised(1,661)25.82 
Expired(681)36.97 
Outstanding and exercisable at December 31, 20222,907 $33.02 
The weighted average remaining contractual term for options outstanding and options exercisable at December 31, 2022 was 4.3 years. The maximum contractual term of options outstanding is 6.1 years.
There were 530 thousand, 850 thousand and 1,553 thousand options that vested in 2022, 2021 and 2020, respectively. The total fair value of options vested was $3 million, $7 million and $14 million, in 2022, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested stock options was immaterial as of December 31, 2022.
The total intrinsic value of stock options exercised (defined as the amount by which the market price of our common stock on the date of exercise exceeds the exercise price of the option) in 2022 was $12 million. The total intrinsic value of stock options outstanding and options exercisable at December 31, 2022 was $5 million. The intrinsic value of stock options outstanding is calculated as the amount by which the quoted price of $29.53 of our common stock as of the end of 2022 exceeds the exercise price of the options.
Employee Stock Purchase Plan
The ESPP provides for eligible employees to purchase shares of Class A common stock quarterly on an after-tax basis in an amount between 1% and 20% of their annual pay at a 15% discount of the fair market value of our Class A common stock at the end of each quarterly offering period. An employee may not purchase more than $3,000 in any of the three-month measurement periods described above or $12,000 annually.
A total of 21.5 million shares of Class A common stock are authorized for issuance, and at December 31, 2022, there were 10.5 million shares of Class A common stock reserved for future issuance.