XML 37 R20.htm IDEA: XBRL DOCUMENT
v3.22.4

Stock-Based Compensation | 12 Months Ended
--- | ---
Nov. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | STOCK-BASED COMPENSATION We have four types of stock-based compensation awards: restricted stock units (RSUs), stock options, company stock awarded as part of our long-term performance plan (LTPP), and beginning in 2020, price-vested stock options. Total stock-based compensation expense for 2022, 2021 and 2020 was $60.3 million, $66.6 million and $46.0 million, respectively. Total unrecognized stock-based compensation expense related to our RSUs and stock options at November 30, 2022 was $20.1 million and the weighted-average period over which this will be recognized is 1.3 years. Total unrecognized stock-based compensation expense related to our price-vested stock options at November 30, 2022 was $6.4 million and the weighted-average period over which this will be recognized is 1.0 year. Total unrecognized stock-based compensation expense related to our LTPP is variable in nature and is dependent on the company's execution against established performance metrics under performance cycles related to this plan. As of November 30, 2022, we have 5.9 million shares remaining available for future issuance under our RSUs, stock option and LTPP award programs. The following summarizes the key terms, a summary of activity, and the methods of valuation for each of our stock-based compensation awards. RSUs RSUs are valued at the market price of the underlying stock, discounted by foregone dividends, on the date of grant. Substantially all of the RSUs granted vest over a three-year term or, if earlier, upon the retirement eligibility date of the holder. A summary of our RSU activity for the years ended November 30 follows:
(shares in thousands) | 2022 | 2021 | 2020
| Shares | Weighted- average price | Shares | Weighted- average price | Shares | Weighted- average price
Beginning of year | 563 |  | $ | 69.52 |  | 714 |  | $ | 61.74 |  | 762 |  | $ | 57.95 |
Granted | 208 |  | 94.21 |  | 219 |  | 86.86 |  | 296 |  | 67.03 |
Vested | (251) |  | 71.86 |  | (336) |  | 63.69 |  | (325) |  | 57.56 |
Forfeited | (40) |  | 85.42 |  | (34) |  | 75.49 |  | (19) |  | 62.96 |
Outstanding—end of year | 480 |  | $ | 77.62 |  | 563 |  | $ | 69.52 |  | 714 |  | $ | 61.74 |
Stock Options (Other than Price-Vested Stock Options) Stock options are granted with an exercise price equal to the market price of the stock on the date of grant. Substantially all of the options, with the exception of price-vested options detailed below, vest ratably over a three-year period or, if earlier, upon the retirement-eligibility dates of the holders and are exercisable over a 10-year period. Upon exercise of the option, shares are issued from our authorized and unissued shares. The fair value of the options is estimated with a lattice option pricing model which uses the assumptions in the following table. We believe the lattice model provides an appropriate estimate of fair value of our options as it allows for a range of possible outcomes over an option term and can be adjusted for changes in certain assumptions over time. Expected volatilities are based primarily on the historical performance of our stock. We also use historical data to estimate the timing and amount of option exercises and forfeitures within the valuation model. The expected term of the options is an output of the option pricing model and estimates the period of time that options are expected to remain unexercised. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense is calculated based on the fair value of the options on the date of grant. The per share weighted-average fair value for all options granted was $22.08, $18.36 and $13.27 in 2022, 2021 and 2020, respectively. These fair values were computed using the following range of assumptions for the years ended November 30:
| 2022 | 2021 | 2020
Risk-free interest rates | 0.2 - 2.5% | 0.0 - 1.8% | 0.0 - 0.6%
Dividend yield | 1.5 | % | 1.5 | % | 1.8 | %
Expected volatility | 21.2 | % | 21.3 | % | 22.8%
Expected lives | 7.6 years | 7.9 years | 7.9 years
Under our stock option plans, we may issue shares on a net basis at the request of the option holder. This occurs by netting the option cost in shares from the shares exercised. A summary of our stock option activity for the years ended November 30 follows:
(shares in millions) | 2022 | 2021 | 2020
| Shares | Weighted- average exercise price | Shares | Weighted- average exercise price | Shares | Weighted- average exercise price
Beginning of year | 5.0 |  | $ | 59.71 |  | 4.5 |  | $ | 53.56 |  | 5.2 |  | $ | 48.09 |
Granted | 0.7 |  | 97.26 |  | 0.8 |  | 89.16 |  | 0.7 |  | 69.31 |
Exercised | (0.8) |  | 47.58 |  | (0.3) |  | 45.93 |  | (1.4) |  | 41.01 |
Forfeited | (0.1) |  | 88.40 |  | — |  | — |  | — |  | — |
Outstanding—end of year | 4.8 |  | 67.08 |  | 5.0 |  | 59.71 |  | 4.5 |  | 53.56 |
Exercisable—end of year | 3.5 |  | $ | 58.03 |  | 3.6 |  | $ | 51.51 |  | 3.2 |  | $ | 47.76 |
As of November 30, 2022, the intrinsic value (the difference between the exercise price and the market price) for all options currently outstanding was $98.7 million and for options currently exercisable was $96.0 million. At November 30, 2022 the differences between options outstanding and options expected to vest and their related weighted-average exercise prices, aggregate intrinsic values and weighted-average remaining lives were not material. The total intrinsic value of all options exercised during the years ended November 30, 2022, 2021 and 2020 was $41.0 million, $10.7 million and $68.4 million, respectively. A summary of our stock options outstanding and exercisable at November 30, 2022 follows:
(shares in millions) | Options outstanding | Options exercisable
Range of exercise price | Shares | Weighted- average remaining life (yrs.) | Weighted- average exercise price | Shares | Weighted- average remaining life (yrs.) | Weighted- average exercise price
$27.00 - $51.00 | 1.7 |  | 3.4 | $ | 46.49 |  | 1.7 |  | 3.4 | $ | 46.49 |
$51.01 - $75.00 | 1.6 |  | 6.4 | 65.39 |  | 1.4 |  | 6.3 | 64.93 |
$75.01 - $99.00 | 1.5 |  | 8.8 | 92.85 |  | 0.4 |  | 8.4 | 89.48 |
| 4.8 |  | 6.1 | $ | 67.08 |  | 3.5 |  | 5.9 | $ | 65.89 |
Price-Vested Stock Options In November 2020, we granted approximately 2,482,000 price-vested stock options to certain employees. The price-vested stock options were granted with an exercise price of $93.49 which was equal to the market price of our stock on the date of grant. The price-vested options are not exercisable until a three year service condition is achieved, and will become exercisable after that time period only if the average closing price of our stock price equals or exceeds thresholds of 60%, 80% or 100% appreciation from the exercise price for 30 consecutive trading days within a five-year period from the date of grant. If the options become exercisable, they are exercisable up to 10 years from the date of grant. The options granted were divided equally between the three appreciation thresholds. Employees who retire vest on a pro-rata basis over a three-year period if the market condition is met in the five-year period from the date of grant. If the market conditions are not met in the five-year period from the date of grant, the options do not become exercisable and will be forfeited. The fair value of the price-vested options was estimated using a lattice model. The per share weighted-average fair value for the price-vested stock options granted was $11.88, $9.26, and $7.05, for the 60%, 80% and 100% appreciation thresholds, respectively. These fair values were computed using the following range of assumptions:
Risk-free interest rates | 0.85 | %
Dividend yield | 1.5 | %
Expected volatility | 21.2 | %
Expected lives | 5.6 - 6.2 years
The following is a summary of our Price-Vested Stock Options activity for the years ended November 30:
(shares in thousands) | 2022 | 2021 | 2020 |  |  |  |
| Number of Shares | Weighted- Average Grant-Date Fair Value | Number of Shares | Weighted- Average Grant-Date Fair Value | Number of Shares | Weighted- Average Grant-Date Fair Value |  |  |  |
Beginning of year | 2,193 |  | $ | 9.40 |  | 2,482 |  | $ | 9.40 |  | — |  | $ | — |  |  |  |  |
Granted | — |  |  | 15 |  | 9.66 |  | 2,482 |  | 9.40 |  |  |  |  |
Forfeited | (86) |  | 9.40 |  | (304) |  | 9.41 |  | — |  | — |  |  |  |  |
Outstanding—end of year | 2,107 |  | $ | 9.40 |  | 2,193 |  | $ | 9.40 |  | 2,482 |  | $ | 9.40 |  |  |  |  |
As of November 30, 2022, 2021, and 2020, the outstanding options are divided equally between the three appreciation thresholds. LTPP LTPP awards granted in 2022, 2021 and 2020 will be delivered in company stock, with the award attainment calculated as a percentage of target based on a combination of a performance-based component and a market-based total shareholder return. These awards are valued based on the fair value of the underlying stock on the date of grant. A summary of the LTPP award activity for the years ended November 30 follows:
(shares in thousands) | 2022 | 2021 | 2020
| Shares | Weighted- average price | Shares | Weighted- average price | Shares | Weighted- average price
Beginning of year | 497 |  | $ | 83.74 |  | 382 |  | $ | 71.20 |  | 392 |  | $ | 57.98 |
Granted | 152 |  | 95.00 |  | 141 |  | 98.30 |  | 130 |  | 86.14 |
Vested | (251) |  | 75.26 |  | (124) |  | 51.73 |  | (88) |  | 44.98 |
Performance adjustment | 59 |  | 86.14 |  | 126 |  | 75.26 |  | (44) |  | 50.95 |
Forfeited | (6) |  | 95.37 |  | (28) |  | 90.32 |  | (8) |  | 65.68 |
Outstanding—end of year | 451 |  | $ | 106.32 |  | 497 |  | $ | 83.74 |  | 382 |  | $ | 71.20 |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + 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