STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

The Company's 1999 Omnibus Plan, as amended and restated effective June 3, 2021, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee, non-employee director, and consultant equity awards may be made. At December 31, 2024, there were approximately 828,000 shares of common stock available for future grants under the 1999 Plan.

Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units, and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options. The tax benefit related to stock-based compensation was $58 million, $52 million, and $40 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Restricted Stock Units and Performance Share Units

The Company makes broad-based grants of restricted stock units that generally vest during a period of one- to three-years, subject to certain exceptions for terminations other than for "cause," for "good reason," or on account of death or disability. The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three-year period (with the exception of certain shorter-term performance share units), subject to certain exceptions for terminations other than for "cause," for "good reason," or on account of death or disability. The number of shares that ultimately vest depends on achieving certain performance metrics, performance goals, stock price increase and/or relative total shareholder return, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.

Restricted stock units and performance share units granted by the Company during the years ended December 31, 2024, 2023, and 2022 had an aggregate grant-date fair value of $635 million, $586 million, and $490 million, respectively. Restricted stock units and performance share units that vested during the years ended December 31, 2024, 2023, and 2022 had an aggregate fair value at vesting of $778 million, $459 million, and $400 million, respectively. At December 31, 2024, there was $713 million of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 1.8 years.

The following table summarizes the activity in restricted stock units and performance share units for employees and non-employee directors during the year ended December 31, 2024:


	Restricted Stock Units			Performance Share Units
	Shares	Weighted-average Grant-date Fair Value		Shares	Weighted-average Grant-date Fair Value
Unvested at December 31, 2023 (1)	291,404	$	2,404	233,026	$	2,467

Granted (2)	143,377	$	3,530	35,301	$	3,660
Vested	(140,299)	$	2,335	(78,692)	$	2,450
Performance shares adjustment (3)				16,113	$	3,688
Forfeited	(15,759)	$	2,830	(5,594)	$	2,617
Unvested at December 31, 2024	278,723	$	2,994	200,154	$	2,779

(1) Excludes 4,399 performance share units awarded during the year ended December 31, 2022 for which the grant date under ASC 718, Compensation - Stock Compensation, was not established as of December 31, 2023. Among other conditions, for the grant date to be established, a mutual understanding is required to be reached between the Company and the employee of the key terms and conditions of the award, including the performance targets. The performance targets for each of the annual performance periods under the award are set at the beginning of the respective year.

(2) Includes 4,399 performance share units awarded during the year ended December 31, 2022 for which the grant date under ASC 718 was established during the year ended December 31, 2024.

(3) Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any.

Stock Options

The following table summarizes the activity in stock options during the year ended December 31, 2024:


Employee Stock Options	Number of Shares	Weighted-average Exercise Price		Aggregate Intrinsic Value (in millions)		Weighted-average Remaining Contractual Term (in years)
Balance, December 31, 2023	25,523	$	1,411	$	55	6.4

Exercised	(9,834)	$	1,411


Balance, December 31, 2024	15,689	$	1,411	$	56	5.4
Exercisable at December 31, 2024	15,689	$	1,411	$	56	5.4

The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2024 and 2023 was $24 million and $124 million, respectively. No stock options were granted to the executive officers of the Company.