Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Our Amended and Restated Equity and Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock- or cash-based awards to employees, directors and other individuals who perform services for us and our subsidiaries. The maximum number of shares reserved for grant of awards under the plan is 22.5 million, with 3.6 million shares available as of December 31, 2024. We typically settle stock-based awards with treasury shares.

Time-based awards generally vest ratably over a three-year period following the date of grant, and performance-based awards generally vest three years following the date of grant based on the attainment of performance goals, both of which are subject to a service condition.

Stock Unit Awards

Stock unit awards entitle the holder to receive shares of common stock upon vesting on a one-to-one basis, and certain performance-based RSUs vest based upon the level of performance attained.

As part of our declaration and payment of a special cash dividend in December 2023, we granted additional RSUs to our award holders with unvested shares as a dividend equivalent, which has been deferred until, and will not be paid unless, the shares of stock underlying the award vest.

Annual activity related to stock units consisted of (in thousands of shares):    

	Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Time-based RSUs
Outstanding at January 1, 2024	290	$	161.87
Granted (a)	165	109.80
Vested (b)	(123)	138.07
Forfeited	(26)	162.88
Outstanding and expected to vest at December 31, 2024 (c)	306	$	143.25	1.3	$	25
Performance-based RSUs
Outstanding at January 1, 2024	411	$	128.77
Granted (a)	152	112.34
Vested (b)	(222)	68.54
Forfeited	(26)	172.89
Outstanding at December 31, 2024	315	$	159.62	1.4	$	25
Outstanding and expected to vest at December 31, 2024 (c)	64	$	192.77	1.4	$	5

__________

(a)Reflects the maximum number of stock units assuming achievement of all time- and performance-vesting criteria and does not include those for non-employee directors, which are discussed separately below. The weighted-average fair value of time- and performance-based RSUs granted in 2023 was $204.17 and $204.13, respectively, and the weighted-average fair value of time-and performance-based RSUs granted in 2022 was $172.34 and $193.48, respectively.

(b)The total fair value of time- and performance-based RSUs vested during 2024 was $32 million. The total fair value of time-, performance-, and market-based RSUs vested during 2023 and 2022 was $21 million and $22 million, respectively.

(c)Aggregate unrecognized compensation expense related to time- and performance-based RSUs amounted to $26 million and will be recognized over a weighted average vesting period of 1.3 years.

Non-employee Directors Deferred Compensation Plan

We grant stock awards on an annual basis to non-employee directors representing between 50% and 100% of a director’s annual compensation and such awards could be deferred under the Non-employee Directors Deferred Compensation Plan. During 2024, 2023 and 2022, we granted approximately 4,400, 4,000, and 2,500 awards, respectively, to non-employee directors.

Stock-Compensation Expense

During 2024, 2023 and 2022, we recorded stock-based compensation expense of $19 million ($14 million, net of tax), $30 million ($21 million, net of tax), and $25 million ($17 million, net of tax), respectively.