XML 45 R21.htm IDEA: XBRL DOCUMENT
v3.25.2

STOCK-BASED COMPENSATION | 12 Months Ended
--- | ---
May 31, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Our total stock-based compensation expense for the years ended May 31 was as follows (in millions):
| 2025 |  | 2024 |  | 2023
Stock-based compensation expense | $ | 154 |  |  | $ | 163 |  |  | $ | 182 |
We have three types of equity-based compensation: stock options, restricted stock, and RSUs. STOCK OPTIONS. Under the provisions of our incentive stock plan, key employees and non-employee directors may be granted options to purchase shares of our common stock at a price not less than its fair market value on the date of grant. Vesting requirements are determined at the discretion of the Compensation and Human Resources Committee of our Board of Directors. Option-vesting periods range from one to four years, with the majority of our options vesting ratably over four years. Compensation expense associated with these awards is recognized on a straight-line basis over the requisite service period of the award. RESTRICTED STOCK AND RSUs. Under the terms of our incentive stock plan, restricted shares of our common stock are awarded to key employees and RSUs are awarded to non-employee directors. Restrictions on shares of restricted stock expire ratably over a four-year period and restrictions on the RSUs expire after one year (or the date of the next annual meeting of stockholders, if earlier). Restricted stock and RSUs are valued at the market price on the date of award. The terms of our restricted stock provide for continued vesting subsequent to the employee’s retirement. Compensation expense associated with these awards is recognized on a straight-line basis over the shorter of the requisite service period or the stated vesting period. ASSUMPTIONS. The key assumptions for the Black-Scholes valuation method include the expected life of the option, stock price volatility, a risk-free interest rate, and dividend yield. The following table includes the weighted-average Black-Scholes value per share of our stock option grants, the intrinsic value of options exercised (in millions), and the key weighted-average assumptions used in the valuation calculations for options granted during the years ended May 31, followed by a discussion of our methodology for developing each of the assumptions used in the valuation model:
| 2025 |  | 2024 |  | 2023
Weighted-average Black-Scholes value per share | $ | 104.42 |  | $ | 79.48 |  | $ | 63.44
Intrinsic value of options exercised | $ | 263 |  | $ | 290 |  | $ | 160
Black-Scholes assumptions: |  |  |  |  |
Expected lives | 6.3 years |  | 6.4 years |  | 6.4 years
Expected volatility | 37% |  | 35% |  | 34%
Risk-free interest rate | 4.59% |  | 3.94% |  | 1.68%
Dividend yield | 1.840% |  | 2.030% |  | 1.694%
The expected life represents an estimate of the period of time options are expected to remain outstanding, and we examine actual stock option exercises to determine the expected life of the options. Options granted have a maximum term of 10 years. Expected volatilities are based on the actual changes in the market value of our stock and are calculated using daily market value changes from the date of grant over a past period equal to the expected life of the options. The risk-free interest rate is the U.S. Treasury Strip rate posted at the date of grant having a term equal to the expected life of the option. The expected dividend yield is the annual rate of dividends per share over the exercise price of the option. The following table summarizes information regarding stock option activity for the year ended May 31, 2025:
| Stock Options
| Shares |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value (in millions)(1)
Outstanding at June 1, 2024 | 13,457,990 |  |  | $ | 210.35 |  |  |  |  |
Granted | 1,447,141 |  |  | $ | 285.19 |  |  |  |  |
Exercised | (2,733,218) |  |  | $ | 191.57 |  |  |  |  |
Forfeited | (459,561) |  |  | $ | 245.35 |  |  |  |  |
Outstanding at May 31, 2025 | 11,712,352 |  |  | $ | 222.31 |  |  | 5.6 |  | $ | 251 |
Exercisable | 8,263,050 |  |  | $ | 209.31 |  |  | 4.6 |  | $ | 244 |
Expected to vest | 3,054,819 |  |  | $ | 253.99 |  |  | 8.2 |  | $ | 6 |
Available for future grants | 10,976,914 |  |  |  |  |  |  |
(1)Only presented for options with market value at May 31, 2025 in excess of the exercise price of the option. The options granted during 2025 are primarily related to our principal annual stock option grant in June 2024. The following table summarizes information regarding vested and unvested restricted stock and RSUs for the year ended May 31, 2025:
| Restricted Stock and RSUs
| Shares/Units |  | Weighted- Average Grant Date Fair Value
Unvested at June 1, 2024 | 349,972 |  |  | $ | 226.11 |
Granted | 150,967 |  |  | 276.44 |
Vested | (185,286) |  |  | 214.78 |
Forfeited | (9,374) |  |  | 243.67 |
Unvested at May 31, 2025 | 306,279 |  |  | $ | 253.66 |
Available for future grants | 609,193 |  |  |
During the year ended May 31, 2024, there were 169,371 shares of restricted stock granted with a weighted-average fair value of $239.33 per share. During the year ended May 31, 2023, there were 160,286 shares of restricted stock granted with a weighted-average fair value of $208.57 per share. Stock option vesting during the years ended May 31 was as follows:
| Stock Options
| Vested during the year |  | Fair value (in millions)
2025 | 1,896,584 |  |  | $ | 116 |
2024 | 2,599,042 |  |  | 137 |
2023 | 2,711,215 |  |  | $ | 137 |
As of May 31, 2025, there was $219 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements. This compensation expense is expected to be recognized on a straight-line basis over the remaining weighted-average vesting period of approximately two years. Total shares outstanding or available for grant related to equity compensation at May 31, 2025 represented 9% of the total outstanding common and equity compensation shares and equity compensation shares available for grant.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: 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 Reference 2: 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 3: 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 4: 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 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: 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 + 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