Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based compensation expense is adjusted for estimated forfeitures and is recognized on a straight-line basis over the requisite service period of the award, which is generally three years for stock options and one to three years for restricted stock units and performance-based restricted stock units. The Company estimates future forfeiture rates based on its historical experience.

The Company maintains a 2013 Incentive Plan and a 2022 Incentive Plan (collectively, the “Incentive Plans”), which allow for grants of stock-based awards. At December 31, 2022, there were approximately 51 million share-based awards collectively available for grant under the Incentive Plans. The 2013 Incentive Plan generally provides for stock-based awards to employees to vest over a minimum of three years, although some awards may vest earlier if granted to a new employee or if tied to the achievement of specified market or performance conditions, in which case such awards vest no earlier than one year from the date of grant. The 2022 Incentive Plan generally provides for stock-based awards to employees to vest no earlier than one year from the date of grant, subject to a de minimis exception. The stock-based awards granted to employees include stock options and time-based and performance-based restricted stock units, as follows:

Stock Options

In years in which the Company has elected to grant stock options, it has issued them at exercise prices equal to the Company’s common stock price on the date of grant with contractual terms of ten years. Stock options issued by the Company generally vest and are expensed ratably over three years. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting, except upon retirement, death or disability, in which case the options may remain outstanding and exercisable for a specified period not to exceed the remaining contractual term of the option.

The following table summarizes the changes in the number of shares of common stock for 2022 (shares and aggregate intrinsic value in millions):


	Shares	Weighted- Average Exercise Price Per Share		Weighted Average Remaining Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	4.8	$	21
Granted	2.2	26
Exercised	(0.1)	21
Forfeited	(0.4)	24
Outstanding at December 31, 2022	6.5	$	23	8.0	0

Options exercisable, end of year	2.7	$	20	7.1	0

During 2022, the Company awarded 2.2 million time-based stock options with an aggregate grant date fair value of $14 million. These stock options entitle recipients to purchase shares of the Company's common stock at an exercise price equal to the fair market value of the underlying shares as of the grant date and vest in equal installments over a three-year period.

The weighted average assumptions used to determine the fair value of stock options granted for the years ended December 31, are as follows:


	2022		2021
Expected life in years	6		6
Risk-free interest rate	1.9	%	0.8	%
Expected volatility	42.0	%	44.2	%
Expected dividend yield	5.1	%	5.1	%

The total intrinsic value of options exercised was immaterial in 2022, $2 million in 2021 and immaterial in 2020.

Time-Based and Performance-Based Restricted Stock Units

Time-based restricted stock unit awards (“Time-Based RSUs”) represent the right to receive unrestricted shares of stock based on continued employment and are generally subject to forfeiture if employment terminates prior to vesting, except a termination for death, disability or retirement. Time-based RSU awards to employees generally cliff-vest in three years or vest ratably over three years from the date of grant. In the case of retirement (as defined in the award agreement), awards vest in part depending on the employee’s age and years of service.

Time-based RSUs have dividend equivalents credited to the recipient and are paid only to the extent the applicable service criteria is met and the time-based restricted stock units vest and the related stock is issued.

Performance-based restricted stock unit awards (“Performance-Based RSUs”) represent the right to receive unrestricted shares of stock based on continuous employment plus the achievement of Company performance objectives and/or individual performance goals established by the Compensation and Human Capital Committee of the Board of Directors. Such awards are generally subject to forfeiture if employment terminates prior to vesting, except a termination for death, disability or retirement.

The Performance-Based RSUs generally entitle recipients to shares of common stock if performance objectives are achieved, and typically vest no earlier than one year from the date of grant and primarily, no later than three years from the date of grant. The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions. For restricted stock units with performance conditions that are based on stock price (“Stock-Price Based RSUs”), the grant date fair value of certain Stock-Price based RSUs is estimated using a Monte Carlo simulation, with the primary input into such valuation being the expected future volatility of the Company’s common stock, and if applicable, the volatilities of the common stocks of the companies in the Company’s peer group, upon which the relative total shareholder return performance is measured. Performance-based RSUs are generally subject to forfeiture if employment terminates prior to vesting. In the case of retirement (as defined in the award agreement), awards vest in part depending on the employee’s age and years of service, subject to the satisfaction of the applicable performance criteria.

The Company accounts for stock-based compensation pursuant to relevant authoritative guidance, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated forfeitures, over the longer of the derived service period or explicit requisite service period for awards expected to vest. For non- stock-price based Performance-Based RSUs, the Company assesses the probability of achievement of the performance conditions each period and records expense for the awards based on the probable achievement of such metrics.

With respect to Performance-Based RSUs, dividend equivalents are credited to the recipient and are paid only to the extent the applicable performance criteria are met and the Performance-Based RSUs vest and the related stock is issued.

The following table summarizes the changes in the number of outstanding restricted stock units for 2022 (shares in millions):


	Restricted Stock Units	Weighted- Average Grant Date Fair Value Per Share
Outstanding at December 31, 2021	4.3	$	22
Granted	1.9	26
Grant adjustment (1)	0.3	17
Vested	(1.5)	18
Forfeited	(0.5)	25
Outstanding at December 31, 2022	4.5	$	24

Expected to vest at December 31, 2022	2.5	$	24

(1)The Grant Adjustment primarily relates to an adjustment in the quantity of Stock-Price Based RSUs ultimately vested during 2022 that were dependent on the level of achievement of the specified performance conditions.

The weighted-average grant-date fair values of awards granted were $25 and $21 per share in 2021 and 2020, respectively. The fair values of awards that vested were $39 million, $32 million and $23 million in 2022, 2021 and 2020, respectively.

During 2022, the Company awarded 0.8 million Time-Based RSUs, which had an aggregate grant date fair value of $21 million, that generally cliff-vest in three years or vest in equal annual installments over a three-year period.

During 2022, the Company also awarded 1.1 million Performance-Based RSUs with an aggregate grant date fair value of $30 million, that generally entitle the recipients to shares of the Company’s common stock at the end of a three-year vesting period. The actual number of shares that will ultimately vest is dependent on the level of achievement of the specified performance conditions.

The following table summarizes the Company's total unrecognized compensation cost related to stock-based compensation at December 31, 2022:


(in millions)	Unrecognized Compensation Cost		Weighted Average Period of Expense Recognition (in years)
Restricted stock units	$	18	1
Stock options	8		1
Total	$	26	1

Excess tax benefits (detriments) related to stock-based compensation for 2022, 2021 and 2020 were $2 million, $1 million and $(8) million, respectively.