The Company has an active equity incentive plan (the Incentive Plan) under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. The Company also has an employee stock purchase plan (the ESPP) that allows employees to purchase Company shares at a discount through payroll deductions. Both of these plans contain a non-discretionary anti-dilution provision that is designed to equalize the value of an award as a result of any stock dividend, stock split, recapitalization, or any other similar equity restructuring.

A total of 80.0 million shares were authorized for grants of share-based awards to key employees and non-employee directors under the Company’s currently active Incentive Plan, of which there were 23.5 million shares remaining available for grants as of January 31, 2025. The 2020 Employee Stock Purchase Plan (the ESPP) permits a maximum of 20.0 million shares to be offered for purchase. As of January 31, 2025, there were 17.5 million shares remaining available for purchase.

The Company recognized share-based payment expense within SG&A expense in the consolidated statements of earnings of $221 million, $210 million, and $224 million in 2024, 2023, and 2022, respectively. The total associated income tax benefit recognized, exclusive of excess tax benefits, was $42 million, $30 million, and $36 million in 2024, 2023, and 2022, respectively.

Total unrecognized share-based payment expense for all share-based payment plans was $281 million as of January 31, 2025, of which $163 million will be recognized in 2025, $101 million in 2026, and $17 million thereafter. This results in these amounts being recognized over a weighted-average period of 1.4 years.

For all share-based payment awards, the expense recognized has been adjusted for estimated forfeitures where the requisite service is not expected to be met. Estimated forfeiture rates are developed based on the Company’s analysis of historical forfeiture data for homogeneous employee groups.

Stock options have terms of 10 years, with one-third of each grant vesting each year for three years, subsequent to the date of the grant, and are assigned an exercise price equal to the closing market price of a share of the Company’s common stock on the date of grant. Options are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considers the historical volatility of the Company’s stock price, as well as implied volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The expected term of the options is based on the Company’s evaluation of option holders’ exercise patterns and represents the period of time that options are expected to remain unexercised. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2024, 2023, and 2022 are as follows:


	Years Ended
	January 31, 2025			February 2, 2024			February 3, 2023
Weighted-average assumptions used:
Expected volatility	31.6		%	32.2		%	30.7		%
Dividend yield	1.79		%	1.74		%	1.66		%
Risk-free interest rate	4.33		%	3.59		%	2.56		%
Expected term, in years	7.00			6.50			6.51

Weighted-average grant date fair value	$	84.76		$	64.41		$	58.66

The total intrinsic value of options exercised, representing the difference between the exercise price and the market price on the date of exercise, was approximately $45 million, $28 million, and $41 million in 2024, 2023, and 2022, respectively.

Transactions related to stock options for the fiscal year ended January 31, 2025, are summarized as follows:


(in thousands, except per share and years data)	Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Term	Aggregate Intrinsic Value
Outstanding as of February 2, 2024	1,830	$	136.74
Granted	117	249.28
Canceled, forfeited or expired	(10)	200.73
Exercised	(312)	106.62
Outstanding as of January 31, 2025	1,625	$	150.23	5.84	$	178,457
Vested and expected to vest as of January 31, 20251	1,613	$	149.69	5.82	$	177,957
Exercisable as of January 31, 2025	1,249	$	130.47	5.11	$	161,887

Restricted stock awards are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards vest ratably over a three-year period from the date of grant. Certain awards vest 50% at the end of a two-

year period from the date of grant and 50% at the end of a three-year period from the date of grant, or vest 100% at the end of a three-year period from the date of grant. All awards are expensed on a straight-line basis over a three-year period, which is considered to be the requisite service period. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted-average grant-date fair value per share of restricted stock awards granted was $249.31, $201.78, and $201.10 in 2024, 2023, and 2022, respectively. The total fair value of restricted stock awards vesting each year was approximately $158 million, $208 million, and $203 million in 2024, 2023, and 2022, respectively.

Transactions related to restricted stock awards for the fiscal year ended January 31, 2025, are summarized as follows:


(in thousands, except per share data)	Shares	Weighted-Average Grant-Date Fair Value Per Share
Nonvested as of February 2, 2024	1,378	$	199.88
Granted	663	249.31
Vested	(635)	198.05
Canceled or forfeited	(129)	222.85
Nonvested as of January 31, 2025	1,277	$	224.15

Deferred stock units are valued at the market price of a share of the Company’s common stock on the date of grant and earn dividend equivalents. For non-employee Directors, these awards vest on the earlier of the first anniversary of the grant date and the day immediately preceding the next Annual Meeting of Shareholders, subject to acceleration in certain circumstances, and are expensed on a straight-line basis over the requisite service period. Awards granted prior to 2022 vested immediately and were expensed on the grant date. Deferred stock units granted to non-employee Directors in 2024, 2023, and 2022 are as follows:

The Company issues performance share units classified as equity awards. Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance condition, with changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed. Performance share units do not have dividend rights. The Company uses historical data to estimate the timing and amount of forfeitures.

The Company’s performance share units contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award, as well as a market condition modifier. The performance condition for these awards continues to be based primarily on the achievement of the Company’s return on invested capital (ROIC) targets. The market condition is based on the Company’s total shareholder return (TSR) compared to the median TSR of companies listed in the S&P 500 Index over a three-year performance period. The Company uses a Monte-Carlo simulation to determine the grant date fair value for these awards, which takes into consideration the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during the requisite service period, as well as the possible outcomes pertaining to the TSR market condition.

The weighted-average assumptions used in the Monte Carlo simulations for these awards granted in 2024, 2023, and 2022 are as follows:


	Years Ended
	January 31, 2025		February 2, 2024		February 3, 2023
Weighted-average assumptions used:
Expected volatility	27.1	%	29.3	%	37.1	%
Dividend yield	1.77	%	2.10	%	1.58	%
Risk-free interest rate	4.49	%	3.83	%	2.54	%
Expected term, in years	2.83		2.82		2.84

In general, 0% to 200% of the Company’s performance share units vest at the end of a three-year service period from the date of grant based upon achievement of the performance condition, or a combination of the performance and market conditions, specified in the performance share unit agreement.

The weighted-average grant-date fair value per unit of performance share units classified as equity awards granted was $273.37, $209.50, and $200.06 in 2024, 2023, and 2022, respectively. The total fair value of performance share units vesting was approximately $55 million, $105 million and $74 million in 2024, 2023 and 2022, respectively.

Transactions related to performance share units classified as equity awards for the fiscal year ended January 31, 2025, are summarized as follows:


(in thousands, except per share data)	Units1	Weighted-Average Grant-Date Fair Value Per Unit
Nonvested as of February 2, 2024	437	$	206.23
Granted	152	273.37
Vested	(120)	208.72
Canceled or forfeited	(15)	225.08
Nonvested as of January 31, 2025	454	$	227.46

1 The number of units presented is based on achieving the targeted performance goals as defined in the performance share unit agreements. As of January 31, 2025, the maximum number of nonvested units that could vest under the provisions of the agreements was 0.9 million.

Restricted stock units do not have dividend rights and are valued at the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during the requisite service period. In general, these awards vest ratably over a three-year period from the date of grant. Certain awards vest 50% at the end of a two-year period from the date of grant and 50% at the end of a three-year period from the date of grant, or vest 100% at the end of a three-year period from the date of grant. All awards are expensed on a straight-line basis over that period, which is considered to be the requisite service period. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted-average grant-date fair value per share of restricted stock units granted was $236.96, $188.22, and $192.46 in 2024, 2023, and 2022, respectively. The total fair value of restricted stock units vesting was approximately $56 million, $67 million, and $73 million in 2024, 2023, and 2022, respectively.

Transactions related to restricted stock units for the fiscal year ended January 31, 2025, are summarized as follows:


(in thousands, except per share data)	Shares	Weighted-Average Grant-Date Fair Value Per Share
Nonvested as of February 2, 2024	476	$	188.84
Granted	257	236.96
Vested	(223)	188.25
Canceled or forfeited	(58)	211.92
Nonvested as of January 31, 2025	452	$	213.52