STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2012

STOCK-BASED COMPENSATION

NOTE 10. STOCK-BASED COMPENSATION

During the three months ended March 31, 2012, we awarded certain employees 719,566 restricted stock awards. The restricted stock awards will be expensed over the requisite service period, subject to an assumed 12% average forfeiture rate. The terms of the restricted stock awards include vesting provisions based solely on continued service. If the service criteria are satisfied, the restricted stock awards vest during March of 2013, 2014, and 2015.

During the three months ended March 31, 2012, we awarded certain employees 108,164 shares of restricted stock units (“RSUs”) under the Growth Equity Plan. The Growth Equity Plan provides for the award of RSUs to certain employees in connection with specified growth-based acquisitions that have been completed or development projects that have commenced. Vesting of RSUs will not occur until at least three years have passed following an acquisition, or upon the later of three years from the grant date or one year following the commencement of commercial operations for development projects. Upon the vesting date, the Compensation Committee will re-calculate the net present values of the cash flows (“Bring Down NPV”). If the ratio of the Bring Down NPV to the Projected NPV is greater than 95% all of the RSUs related to the particular project will vest. If the ratio is less than 95%, the number of RSUs originally issued will be proportionately reduced.

Compensation expense related to our stock-based awards totaled $5 million for both the three months ended March 31, 2012 and 2011. Unrecognized stock-based compensation expense and weighted-average years to be recognized is as follows (in millions, except for weighted average years):

	As of March 31, 2012
	Unrecognized stock-     based compensation		Weighted-average years     to be recognized
Restricted Stock Awards	$	15		2
Restricted Stock Units	$	4		2
Stock Options	$	—		—