SHARE-BASED COMPENSATION PLANS

Share-based incentive awards are provided to employees under the terms of various share-based compensation plans (collectively, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors and principally include at-the-money stock options, unvested stock and cash awards. Unvested stock awards include grants of market-based, performance-based and time-vested restricted stock rights. Under the terms of our Plans, dividends are not paid unless the stock award vests. Upon vesting, the amount of the dividends paid is equal to the aggregate dividends declared on common shares during the period from the grant date of the award until the date the shares underlying the award are delivered.

The following table provides information on share-based compensation expense and income tax benefits recognized during the periods:



	Three months ended March 31,
	2018			2017
	(In thousands)
Stock option and stock purchase plans	$	1,875		1,905
Unvested stock	3,466			3,050
Share-based compensation expense	5,341			4,955
Income tax benefit	(1,161		)	(1,734	)
Share-based compensation expense, net of tax	$	4,180		3,221

During the three months ended March 31, 2018 and 2017, approximately 347,000 and 462,000 stock options, respectively, were granted under the Plans. These awards generally vest in equal annual installments over a three year period beginning on the date of grant. The stock options have contractual terms of ten years. The fair value of each option award at the date of grant was estimated using a Black-Scholes-Merton option-pricing valuation model. Share-based compensation expense is recognized on a straight-line basis over the vesting period. The weighted-average fair value per option granted during the three months ended March 31, 2018 and 2017 was $15.89 and $15.71, respectively.

During the three months ended March 31, 2018, there were no market-based restricted stock rights granted under the Plans. There were approximately 45,000 market-based restricted stock rights granted during the first quarter of 2017. The awards are segmented into three performance periods of one, two and three years. At the end of each performance period, up to 150% of the award in 2017 may be earned based on Ryder's total shareholder return (TSR) compared to the target TSR of a peer group over the applicable performance period. If earned, employees will receive the grant of stock at the end of the relevant three-year performance period provided they continue to be employed with Ryder, subject to Compensation Committee approval. The fair value of the market-based restricted stock rights was estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation. The fair value of the market-based awards was determined on the grant date and considers the likelihood of Ryder achieving the market-based condition. Share-based compensation expense is recognized on a straight-line basis over the vesting period. The weighted-average fair value per market-based restricted stock right granted during the three months ended March 31, 2017 was $73.43.

During the three months ended March 31, 2018 and 2017, approximately 95,000 and 142,000 performance-based restricted stock rights (PBRSRs), respectively, were awarded under the Plans. The awards are segmented into three one-year performance periods. For these awards, up to 150% of the awards in 2018 and in 2017 may be earned based on Ryder's one-year adjusted return on capital (ROC) measured against an annual ROC target. If earned, employees will receive the grant of stock three years after the grant date, provided they continue to be employed with Ryder, subject to Compensation Committee approval. For accounting purposes, these awards are not considered granted until the Compensation Committee approves the annual ROC target. During the three months ended March 31, 2018 and 2017, approximately 98,000 and 79,000 PBRSRs, respectively, were considered granted for accounting purposes. The fair value of the PBRSRs is determined and fixed on the grant date based on Ryder's stock price on the date of grant. Share-based compensation expense is recognized on a straight-line basis over the vesting period, based upon the probability that the performance target will be met. The weighted-average fair value per PBRSR granted during the three months ended March 31, 2018 and 2017 was $74.72 and $76.49, respectively.

During the three months ended March 31, 2018, approximately 51,000 performance-based restricted stock rights (PBRSRs) were awarded under the Plans. For these awards, up to 200% of the awards may be earned based on the spread between Ryder's adjusted return on capital and the cost of capital (ROC/COC) measured against a three-year ROC/COC target. The majority of these awards include a TSR modifier. The Company’s TSR will be compared against the TSR of each of the companies in a custom peer group to determine the Company’s TSR percentile rank versus this custom peer group. The number of ROC/COC PBRSRs will then be adjusted based on the Company’s relative TSR percentile rank. The fair value of these PBRSRs is estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation. Share-based compensation expense is recognized on a straight-line basis over the vesting period, based upon the probability that the performance target will be met. The weighted-average fair value per PBRSR granted during the three months ended March 31, 2018 was $72.93.

During the three months ended March 31, 2018, approximately 51,000 performance-based restricted stock rights (PBRSRs) were awarded under the Plans. For these awards, up to 200% of the awards may be earned based on Ryder's strategic revenue growth (SRG) measured against a three-year SRG target. The majority of these awards include a TSR modifier. The Company’s TSR will be compared against the TSR of each of the companies in a custom peer group to determine the Company’s TSR percentile rank versus this custom peer group. The number of SRG PBRSRs will then be adjusted based on the Company’s relative TSR percentile rank. The fair value of these PBRSRs is estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation. Share-based compensation expense is recognized on a straight-line basis over the vesting period, based upon the probability that the performance target will be met. The weighted-average fair value per PBRSR granted during the three months ended March 31, 2018 was $72.93.

During the three months ended March 31, 2018 and 2017, approximately 132,000 and 85,000 time-vested restricted stock rights, respectively, were granted under the Plans. The time-vested restricted stock rights entitle the holder to shares of common stock when the awards vest. In 2018, 104,000 of the new awards vest in equal annual installments over a three-year period beginning on the date of grant. The remaining awards granted in 2018 and the 2017 awards primarily vest at the end of the three-year period. The fair value of the time-vested awards is determined and fixed based on Ryder’s stock price on the date of grant. Share-based compensation expense is recognized on a straight-line basis over the vesting period. The weighted-average fair value per time-vested restricted stock right granted during the three months ended March 31, 2018 and 2017 was $76.69 and $76.57, respectively.

Certain employees also received cash awards prior to 2017 as part of our long-term incentive compensation program. The cash awards have the same vesting provisions as the market-based restricted stock rights. The cash awards are accounted for as liability awards under the share-based compensation accounting guidance as the awards are based upon the performance of our common stock and are settled in cash. As a result, the liability is adjusted to reflect fair value at the end of each reporting period. The fair value of the cash awards was estimated using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation. Share-based compensation expense is recognized on a straight-line basis over the vesting period. The compensation expense associated with cash awards was not material for the three months ended March 31, 2018 and 2017.

Total unrecognized pre-tax compensation expense related to all share-based compensation arrangements at March 31, 2018 was $44 million and is expected to be recognized over a weighted-average period of 3.0 years.