Annual report pursuant to Section 13 and 15(d)

STOCK INCENTIVE AND STOCK OPTION PLANS

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STOCK INCENTIVE AND STOCK OPTION PLANS
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
STOCK INCENTIVE AND STOCK OPTION PLANS
NOTE 20. STOCK INCENTIVE AND STOCK OPTION PLANS
Our stock incentive plan (the Plan) allows for granting of up to 8.5 million total shares of equity awards to executives, employees and non-employee directors. Awards available for grant under the Plan include, but are not limited to, stock options, stock appreciation rights, performance shares and other stock awards. Shares issued under the Plan may be newly issued shares or reissued treasury shares.
Stock options are generally granted with a strike price equal to the fair market value of the stock on the date of grant and a life of 10 years. Stock options granted have a three-year vesting period. The strike price may be higher than the fair value of the stock on the date of the grant, but cannot be lower. Compensation expense is recorded on a straight-line basis over the vesting period beginning on the grant date. The compensation expense is based on the fair value of each option grant using the Black-Scholes option pricing model. Options granted to employees eligible for retirement under our retirement plan are fully expensed at the grant date.
Stock options are also awarded through the Key Employee Stock Investment Plan (KESIP) which allows certain employees, other than officers, to purchase shares of common stock on an installment basis up to an established credit limit. For every block of 100 KESIP shares purchased by the employee 50 stock options are granted. The options granted through the KESIP program are considered awards under the Plan and are vested immediately. Compensation expense for stock options granted through the KESIP program is recorded based on the fair value of each option grant using the Black-Scholes option pricing model.
Performance shares are granted as target awards and are earned based on certain measures of our operating performance. A payout factor has been established ranging from 0 to 200 percent of the target award based on our actual performance during the three-year performance period. The fair value of the award is equal to the average market price, adjusted for the present value of dividends over the vesting period, of our stock on the grant date. Compensation expense is recorded ratably over the period beginning on the grant date until the shares become unrestricted and is based on the amount of the award that is expected to be earned under the plan formula, adjusted each reporting period based on current information.
Restricted stock and restricted stock units are awarded from time to time at no cost to certain employees. Restrictions limit the sale or transfer of the shares during a defined period. Most awards are not entitled to cash dividends and voting rights until vesting. Generally, the shares vest and become free from restrictions ratably over a three-year service period, provided the participant remains an employee. The fair value of the awards typically equals the average market price of our stock on the grant date adjusted for the present value of dividends over the vesting period. Compensation expense is determined at the grant date and is recognized over the restriction period on a straight-line basis.
Employee compensation expense (net of estimated forfeitures) related to our share-based plans for the years ended December 31, 2022, 2021 and 2020, was approximately $33 million, $36 million and $30 million, respectively. The excess tax benefit associated with our employee share-based plans for the years ended December 31, 2022, 2021 and 2020, was $8 million, $9 million and $4 million, respectively. The total unrecognized compensation expense (net of estimated forfeitures) related to nonvested awards for our employee share-based plans was approximately $86 million at December 31, 2022 and is expected to be recognized over a weighted-average period of approximately two years.
The table below summarizes the employee share-based activity in the Plan:
Options Weighted-average
Exercise Price		 Weighted-average
Remaining
Contractual Life
(in years)		 Aggregate
Intrinsic Value
(in millions)
Balance at December 31, 2019 3,237,570  $ 140.36     
Granted 632,080  142.81     
Exercised (660,786) 131.25     
Forfeited (33,334) 150.83     
Balance at December 31, 2020 3,175,530  142.63     
Granted 16,550  232.44     
Exercised (400,154) 138.93     
Forfeited (48,828) 153.72     
Balance at December 31, 2021 2,743,098  143.51     
Granted 18,900  207.79     
Exercised (586,990) 137.83     
Forfeited (29,045) 148.08     
Balance at December 31, 2022 2,145,963  $ 145.57  5.2 $ 208 
Exercisable, December 31, 2020 1,589,015  $ 130.28  4.6 $ 151 
Exercisable, December 31, 2021 1,629,588  $ 136.74  4.4 $ 133 
Exercisable, December 31, 2022 1,655,298  $ 146.37  4.6 $ 159 
The weighted-average grant date fair value of options granted during the years ended December 31, 2022, 2021 and 2020, was $45.74, $46.03 and $25.40, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020, was approximately $53 million, $41 million and $40 million, respectively.
The weighted-average grant date fair value of performance and restricted shares was as follows:
  Performance Shares Restricted Shares
Nonvested Shares Weighted-average
Fair Value		 Shares Weighted-average
Fair Value
Balance at December 31, 2019 395,931  $ 144.64  2,697  $ 117.68 
Granted 260,480  132.57  3,704  165.04 
Vested (268,773) 138.27  (2,697) 117.68 
Forfeited (10,684) 144.22  —  — 
Balance at December 31, 2020 376,954  140.85  3,704  165.04 
Granted 217,684  234.22  26,224  265.41 
Vested (131,744) 146.55  —  — 
Forfeited (22,745) 171.91  —  — 
Balance at December 31, 2021 440,149  183.72  29,928  252.99 
Granted 230,535  184.92  215,260  209.08 
Vested (122,188) 148.99  (5,513) 249.79 
Forfeited (63,197) 182.68  (3,262) 211.37 
Balance at December 31, 2022 485,299  $ 193.17  236,413  $ 213.66 
The total vesting date fair value of performance shares vested during the years ended December 31, 2022, 2021 and 2020, was $24 million, $35 million and $41 million, respectively. The total fair value of restricted shares vested was $1 million, $0 and less than $1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:
  2022 2021 2020
Expected life (years) 6 6 6
Risk-free interest rate 2.32  % 1.15  % 0.62  %
Expected volatility 28.40  % 28.68  % 27.05  %
Dividend yield 2.85  % 2.95  % 2.88  %
Expected life—The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding based upon our historical data.
Risk-free interest rate—The risk-free interest rate assumption is based upon the observed U.S. treasury security rate appropriate for the expected life of our employee stock options.
Expected volatility—The expected volatility assumption is based upon the weighted-average historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant, adjusted for activity which is not expected to occur in the future.
Dividend yield—The dividend yield assumption is based on our history and expectation of dividend payouts.