Amounts related to discontinued operations in the tables and other disclosures below were not material during the years ended December 31, 2023, 2022 and 2021.

On December 31, 2023, the Company had a number of open share-based compensation plans, which provide for the granting of time-based and performance-based options, time-based and performance-based restricted stock units, and various other share-based grants to employees. All of the Company’s share-based compensation plans under which any options, restricted stock units (‘RSUs’) or other share-based grants are outstanding as of December 31, 2023 are described below.

During 2023, approximately 265,000 shares were issued under employee stock compensation plans and non-qualified retirement plans, which is net of shares withheld for taxes and option costs. Additionally, due to retirement eligibility provisions, 93,000 shares vested during the current year which will be issued during a future year. See below for further detail on the options exercised and RSUs vested in 2023.

The compensation cost that has been recognized for these plans for the years ended December 31, 2023, 2022 and 2021 was $125 million, $99 million and $101 million, respectively. Of the $125 million and $99 million of compensation cost for the years ended December 31, 2023 and 2022, respectively, $31 million and $27 million, respectively, were recognized within transaction and transformation, net on the consolidated statements of comprehensive income. The total income tax benefits recognized in the consolidated statements of comprehensive income for share-based compensation arrangements for the years ended December 31, 2023, 2022, and 2021 were $21 million, $18 million and $17 million, respectively.

This plan, established on April 25, 2012 and amended and restated on June 10, 2016, provides for the granting of incentive stock options, time-based or performance-based non-statutory stock options, share appreciation rights, restricted shares, time-based or performance-based RSUs, performance-based awards and other share-based grants or any combination thereof to employees, officers, non-employee directors and consultants of the Company (‘2012 Plan’). The board of directors also adopted a sub-plan under the 2012 Plan to provide an employee sharesave scheme in the U.K.

There were 3,867,028 shares remaining available for grant under this plan as of December 31, 2023. The 2012 Plan shall continue in effect until terminated by the board of directors, except that no incentive stock option may be granted under the 2012 Plan after April 21, 2026 or after its expiration. That termination will not affect the validity of any grants outstanding at that date.

There were no options granted during the years ended December 31, 2023, 2022 and 2021.

Classification of options as time-based or performance-based is dependent on the original terms of the award.

During the year ended December 31, 2023, the remaining 15,000 time-based stock options were exercised with a weighted-average exercise price of $117.36, and had an immaterial intrinsic value, leaving no options outstanding at December 31, 2023. The total intrinsic values of time-based options exercised during the years ended December 31, 2022 and 2021 were $1 million and $7 million, respectively.

All remaining performance-based options outstanding were exercised during 2022. The total intrinsic values of performance-based options exercised during the years ended December 31, 2022 and 2021 were $9 million and $23 million, respectively.

Cash received from option exercises under all share-based payment arrangements for the year ended December 31, 2023 was immaterial, and for the years ended December 31, 2022 and 2021 was $7 million and $10 million, respectively. The actual tax benefit recognized for the tax deductions from option exercises of the share-based payment arrangements totaled $6 million, $11 million and $8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The grant date fair value of each time-based RSU is equal to the grant date stock price. Performance-based RSUs granted during the years ended December 31, 2023 and December 31, 2022, contain only non-market-based performance targets, and the grant date fair value of these awards is equal to the grant date stock price. Because performance-based RSUs granted during the year ended December 31, 2021 contain market-based performance targets, the fair value is estimated on the grant date using a Monte-Carlo simulation that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the

Company’s shares. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The assumptions noted in the table below represent the weighted-average of each assumption for each grant during the year.


	Year ended December 31,
	2021
Expected volatility		29.1	%
Expected dividend yield		—	%
Expected life (years)		2.9
Risk-free interest rate		0.3	%

During the year ended December 31, 2023, certain performance-based RSU awards were modified to either better align the payout percentages for the broad-based population with the awards granted to the executive officers, or to reflect the impact of the divestment of our Russian business (see Note 3 — Acquisitions and Divestitures for additional information). In total, 464 grantees benefited from the modifications. Incremental compensation cost of $14 million is being recognized over the remaining service periods, $6 million of which is included within transaction and transformation, net on the consolidated statements of comprehensive income.

A summary of time-based and performance-based RSU activity under the plans at December 31, 2023, and changes during the year then ended, is presented below:


	Shares (thousands)			Weighted- Average Grant Date Fair Value
Time-based RSUs
Balance as of December 31, 2022		412		$	237.23
Granted		156		$	231.33
Vested		(122	)	$	233.20
Forfeited		(24	)	$	239.67
Balance as of December 31, 2023		422		$	236.08
Performance-based RSUs
Balance as of December 31, 2022		588		$	266.39
Granted		231		$	232.98
Vested		(273	)	$	259.54
Forfeited		(29	)	$	267.36
Balance as of December 31, 2023		517		$	255.01

Time-based RSUs approximating 122,000, 35,000 and 15,000 vested during the years ended December 31, 2023, 2022 and 2021, respectively, with average share prices at time of vesting of $221.26, $202.80 and $250.83, respectively. At December 31, 2023 there was $41 million of total unrecognized compensation cost related to the time-based RSU plan; that cost is expected to be recognized over a weighted-average period of 1.5 years.

Performance-based RSUs approximating 273,000, 32,000 and 133,000 vested during the years ended December 31, 2023, 2022 and 2021, respectively, with average share prices at time of vesting of $234.44, $197.55 and $224.79, respectively. At December 31, 2023 there was $74 million of total unrecognized compensation cost related to the performance-based RSU plan; that cost is expected to be recognized over a weighted-average period of 1.9 years.

The actual tax benefits recognized for the tax deductions from RSUs that vested totaled $9 million, $23 million and $12 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The amounts reflected above include awards which will be cash-settled due to local requirements. These awards are classified as liabilities in our consolidated balance sheets and are not material.

During the year ended December 31, 2022, cash payments totaling $32 million were made related to phantom stock units. Phantom stock units are cash-settled awards with final payout based on the performance of the Company’s shares. There was no remaining liability or unearned compensation related to phantom stock as of December 31, 2022, and the Company did not grant phantom stock during 2023, 2022 and 2021.