XML 45 R23.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Stock-Based Compensation Plans | 12 Months Ended
--- | ---
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans |
NOTE 14—STOCK-BASED COMPENSATION PLANS
Stock Plans We have one active stock-based compensation plan available for the issuance of shares to employees and directors. As of December 31, 2024, under the Amended and Restated 2004 Stock Incentive plan (“2004 Plan”), we are authorized to issue 81 million common shares in various forms, primarily share-settled RSUs, PSUs and non-qualified stock options. Of this amount, approximately 19 million shares remain available for future issuance as of December 31, 2024. The 2004 Plan permits the use of newly issued shares or treasury shares upon the settlement of options and stock-based incentive awards, and we generally settle by issuing new shares. We also issue cash-settled restricted stock units. These cash-settled units are not counted against the common shares authorized for issuance or available for issuance under the 2004 Plan. Cash-settled units vesting during 2024, 2023 and 2022 resulted in cash payments to associates of $5 million, $4 million and $8 million, respectively. There was no unrecognized compensation cost for unvested cash-settled units as of December 31, 2024. Total stock-based compensation expense recognized during 2024, 2023 and 2022 was $569 million, $513 million and $314 million, respectively. The total income tax benefit for stock-based compensation recognized during 2024, 2023 and 2022 was $109 million, $99 million and $75 million, respectively. In addition, we maintain an Associate Stock Purchase Plan (“Purchase Plan”), which is a compensatory plan under the accounting guidance for stock-based compensation. Related to the Purchase Plan, we recognized compensation expense of $42 million, $39 million and $36 million for 2024, 2023 and 2022, respectively. We also maintain a Dividend Reinvestment and Stock Purchase Plan, which allows participating stockholders to purchase additional shares of our common stock through automatic reinvestment of dividends or optional cash investments. Restricted Stock Units and Performance Share Units RSUs represent share-settled awards that do not contain performance conditions and are granted to certain employees at no cost to the recipient. RSUs generally vest over three years from the date of grant; however, some RSUs cliff vest on or shortly after the first or third anniversary of the grant date. RSUs are subject to forfeiture until certain restrictions have lapsed, including continued employment for a specified period of time. PSUs represent share-settled awards that contain performance conditions and are granted to certain employees at no cost to the recipient. PSUs generally vest over three years from the date of grant; however, some PSUs cliff vest on or shortly after the third anniversary of the grant date. The number of PSUs that vest over three years can be reduced by 50% or 100% depending on whether specific performance goals are met during the vesting period. The number of three-year cliff vesting PSUs that will ultimately vest is contingent upon meeting specific performance goals over a three-year period. These PSUs also include an opportunity to receive from 0% to 150% of the target number of common shares. A recipient of an RSU or PSU is entitled to receive a share of common stock after the applicable restrictions lapse and is generally entitled to receive cash payments or additional shares of common stock equivalent to any dividends paid on the underlying common stock during the period the RSU or PSU is outstanding, but is not entitled to voting rights. Generally, the value of RSUs and PSUs will equal the fair value of our common stock on the date of grant and the expense is recognized over the vesting period. Certain PSUs have discretionary vesting conditions and are remeasured at fair value each reporting period. The following table presents a summary of 2024 activity for RSUs and PSUs. Table 14.1: Summary of Restricted Stock Units and Performance Share Units
|  | Restricted Stock Units |  | Performance Share Units(1)
(Shares/units in thousands) |  | Units |  | Weighted-Average Grant Date Fair Value per Unit |  | Units |  | Weighted-Average Grant Date Fair Value per Unit
Unvested as of January 1, 2024 |  | 6,447 |  |  | $ | 118.16 |  |  | 1,955 |  |  | $ | 125.49 |
Granted(2) |  | 3,024 |  |  | 136.69 |  |  | 1,039 |  |  | 132.71 |
Vested |  | (2,682) |  |  | 124.62 |  |  | (865) |  |  | 118.89 |
Forfeited |  | (206) |  |  | 130.05 |  |  | (3) |  |  | 126.63 |
Unvested as of December 31, 2024 |  | 6,583 |  |  | $ | 109.56 |  |  | 2,126 |  |  | $ | 131.73 |
_________ (1)Granted and vested include adjustments for achievement of specific performance goals for PSUs granted in prior periods. (2)The weighted-average grant date fair value of RSUs was $113.08 and $141.71 in 2023 and 2022, respectively. The weighted-average grant date fair value of PSUs was $115.09 and $139.00 in 2023 and 2022, respectively. The total fair value of RSUs that vested during 2024, 2023 and 2022 was $376 million, $233 million and $248 million, respectively. The total fair value of PSUs that vested was $119 million, $91 million and $127 million in 2024, 2023 and 2022, respectively. As of December 31, 2024, the unrecognized compensation expense related to unvested RSUs is $414 million, which is expected to be amortized over a weighted-average period of approximately 1.5 years; and the unrecognized compensation related to unvested PSUs was $55 million, which is expected to be amortized over a weighted-average period of approximately 1 year. Stock Options Stock options have a maximum contractual term of 10 years. Generally, the exercise price of stock options will equal the fair market value of our common stock on the date of grant. Option vesting is determined at the time of grant and may be subject to the achievement of any applicable performance conditions. Options generally become exercisable over three years beginning on the first anniversary of the date of grant; however, some option grants cliff vest on or shortly after the first or third anniversary of the grant date. The following table presents a summary of 2024 activity for stock options and the balance of stock options exercisable as of December 31, 2024. Table 14.2: Summary of Stock Options Activity
(Shares in thousands, and intrinsic value in millions) |  | Shares Subject to Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value
Outstanding as of January 1, 2024 |  | 404 |  |  | $ | 75.46 |  |  |  |  |
Granted |  | 0 |  |  | 0.00 |  |  |  |  |
Exercised |  | (176) |  |  | 76.91 |  |  |  |  |
Forfeited |  | 0 |  |  | 0.00 |  |  |  |  |
Expired |  | 0 |  |  | 0.00 |  |  |  |  |
Outstanding and Exercisable as of December 31, 2024 |  | 228 |  |  | $ | 74.34 |  |  | 1.56 years |  | $ | 24 |
There were no stock options granted in 2024, 2023 and 2022. The total intrinsic value of stock options exercised during 2024, 2023 and 2022 was $11 million, $5 million and $18 million, respectively.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration