The Company has a stock-based compensation plan available to grant RSUs, PSUs, stock-settled appreciation rights, NQs, and other stock-based awards to key employees, non-employee directors, advisors, and consultants.

Under the Amended and Restated 2006 Equity Incentive Plan, a maximum of 15.7 million shares of common stock may be awarded. As of June 30, 2024, based on number of awards granted at target performance levels, 10.0 million shares remained available.

During the six months ended June 30, 2024, the Company granted incentive equity awards to key employees and senior officers of $33 million in the form of RSUs and $10 million in the form of PSUs, based on target performance. Of these

awards, the RSUs will vest ratably over a period of four years and the PSUs will cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics, with a maximum vesting of 200%.

During the six months ended June 30, 2023, the Company granted incentive equity awards to key employees and senior officers of $33 million in the form of RSUs and $21 million in the form of PSUs, based on target performance.

The activity related to incentive equity awards granted by the Company to key employees and senior officers for the six months ended June 30, 2024, consisted of the following (in millions, except grant prices):


	Balance, December 31, 2023		Granted		Vested /Exercised (a)		Cancelled / Forfeited (b)		Balance, June 30, 2024
RSUs
Number of RSUs	1.6		0.7		(0.5)		(0.1)		1.7		(c)
Weighted average grant price	$	47.11	$	45.20	$	47.94	$	48.06	$	45.95

PSUs
Number of PSUs	0.8		0.2		(0.1)		—		0.9		(d)
Weighted average grant price	$	47.29	$	45.21	$	59.00	$	—	$	45.20





NQs
Number of NQs	2.3		—		(0.1)		(0.7)		1.5		(e)
Weighted average grant price	$	44.88	$	—	$	42.47	$	48.64	$	43.35

(c)Aggregate unrecognized compensation expense related to RSUs was $64 million as of June 30, 2024, which is expected to be recognized over a weighted average period of 2.8 years.

(d)The aggregate unrecognized compensation expense related to PSUs that are probable of vesting was $13 million as of June 30, 2024, which is expected to be recognized over a weighted average period of 2.1 years. The maximum amount of compensation expense associated with PSUs that are not probable of vesting could range up to $42 million which would be recognized over a weighted average period of 1.7 years.

(e)There were 1.2 million NQs which were exercisable as of June 30, 2024. These exercisable NQs will expire over a weighted average period of 5.4 years and carry a weighted average grant date fair value of $8.78. Unrecognized compensation expense for NQs was $1 million as of June 30, 2024, which is expected to be recognized over a weighted average period of 0.7 years.

The Company did not grant any stock options during the six months ended June 30, 2024 or 2023. The fair value of stock options granted by the Company prior to 2023 was estimated on the date of grant using the Black-Scholes option-pricing model with the relevant weighted average assumptions. Expected volatility was based on both historical and implied volatilities of the Company’s stock and the stock of comparable companies over the estimated expected life for options. The expected life represented the period of time these awards were expected to be outstanding. The risk-free interest rate was based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the options. The projected dividend yield was based on the Company’s anticipated annual dividend divided by the price of the Company’s stock on the date of the grant.

The total intrinsic value of options exercised was less than $1 million during both the six months ended June 30, 2024 and 2023. The vest date fair value of shares that vested during the six months ended June 30, 2024 and 2023 was $33 million and $36 million.

The Company recorded stock-based compensation expense of $11 million and $20 million during the three and six months ended June 30, 2024, and $12 million and $22 million during the three and six months ended June 30, 2023 related to incentive equity awards granted to key employees, senior officers, and non-employee directors. During the six months ended June 30, 2024 and 2023 the Company recognized $5 million and $6 million of tax benefits associated with stock-based compensation.

The Company paid $9 million and $10 million of taxes for the net share settlement of incentive equity awards that vested during the six months ended June 30, 2024 and 2023. Such amounts are included within Financing activities on the Condensed Consolidated Statements of Cash Flows.