INCENTIVE PLANS

12 Months Ended

Dec. 31, 2023

NOTE 11: INCENTIVE PLANS

SHARE-BASED COMPENSATION PLANS

Our 2016 Omnibus Long-term Incentive Plan (Plan) authorizes the granting of performance shares, restricted shares, Stock-Only Stock Appreciation Rights (SOSARs) and other types of share-based awards to key salaried employees and nonemployee directors. The maximum number of shares that may be issued under the Plan is 8,000,000, of which 4,895,307 shares remain under this authorization as of December 31, 2023.

PERFORMANCE SHARES — Each performance share unit is equal to and paid in one share of our common stock but carries no voting rights. The number of units ultimately paid for performance share awards may range from 0% to 200% of the number of units awarded on the date of grant. Payment is based upon the outcome of performance and/or market conditions. Awards vest on December 31 of the third year after date of grant. Vesting is accelerated upon death, disability, or change of control and the awards become non-forfeitable upon reaching retirement age — all as defined in the award agreement. Nonvested units are forfeited upon termination for any other reason. Expense provisions referable to performance share awards amounted to $40.1 million in 2023, $23.2 million in 2022 and $18.2 million in 2021.

The fair value of performance shares is estimated as of the date of grant using a Monte Carlo simulation model. The following table summarizes the activity for nonvested performance share units during the year ended December 31, 2023:



	Target	Weighted-average
	Number	Grant Date
	of Shares	Fair Value
Performance Shares
Nonvested at January 1, 2023	219,901	$ 160.48
Granted	126,010	175.46
Vested	(105,606)	164.41
Canceled/forfeited	(12,833)	179.09
Nonvested at December 31, 2023	227,472	$ 180.13

During 2022 and 2021, the weighted-average grant date fair value of performance shares granted was $185.31 and $164.38, respectively.

The aggregate values for distributed performance share awards are based on the closing price of our common stock as of the distribution date. The aggregate values of distributed performance shares for the years ended December 31 are as follows:



in millions	2023	2022	2021
Aggregate value of distributed
performance shares	$ 24.8	$ 33.4	$ 19.6

RESTRICTED SHARES — Each restricted share unit is equal to and paid in one share of our common stock but carries no voting rights. Awards vest on the third anniversary of the grant date. Vesting is accelerated upon reaching retirement age, death, disability, or change of control, all as defined in the award agreement. Nonvested units are forfeited upon termination for any other reason. Expense provisions referable to restricted share awards amounted to $16.5 million in 2023, $11.6 million in 2022 and $10.4 million in 2021.

The fair value of restricted shares is estimated as of the date of grant based on the stock price adjusted for dividends foregone (for restricted share units that do not accrue dividends). The following table summarizes the activity for nonvested restricted share units during the year ended December 31, 2023:



		Weighted-average
	Number	Grant Date
	of Shares	Fair Value
Restricted Stock Units
Nonvested at January 1, 2023	185,488	$ 162.40
Granted	133,902	175.46
Vested	(63,722)	137.56
Canceled/forfeited	(18,995)	177.28
Nonvested at December 31, 2023	236,673	$ 175.29

During 2022 and 2021, the weighted-average grant date fair value of restricted shares granted was $184.49 and $164.38, respectively.

The aggregate values for distributed restricted share awards are based on the closing price of our common stock as of the distribution date. The aggregate values of distributed restricted shares for the years ended December 31 are as follows:



in millions	2023	2022	2021
Aggregate value of distributed
restricted shares	$ 11.1	$ 15.7	$ 9.0

STOCK-ONLY STOCK APPRECIATION RIGHTS (SOSARs) — SOSARs granted have an exercise price equal to the market value of our underlying common stock on the date of grant. The SOSARs vest ratably over 3 years and expire 10 years subsequent to the date of grant. Vesting is accelerated upon reaching retirement age, death, disability, or change of control, all as defined in the award agreement. Nonvested awards are forfeited upon termination for any other reason.

The fair value of SOSARs is estimated as of the date of grant using the Black-Scholes option pricing model. Compensation cost for SOSARs is based on this grant date fair value and is recognized for awards that ultimately vest. The following table presents the weighted-average fair value and the weighted-average assumptions used in estimating the fair value of grants during the years ended December 31:



	2023	2022	2021
SOSARs
Fair value	$ 72.39	$ 60.57	$ 52.19
Risk-free interest rate	3.90%	2.02%	1.18%
Dividend yield	0.79%	0.77%	0.62%
Volatility	28.88%	26.68%	27.33%
Expected term (years)	9.0	9.0	9.0

The risk-free interest rate is based on the yield at the date of grant of a U.S. Treasury security with a maturity period approximating the SOSARs expected term. The dividend yield assumption is based on our historical dividend payouts adjusted for current expectations of future payouts. The volatility assumption is based on the historical volatility and expectations about future volatility of our common stock over a period equal to the SOSARs expected term. The expected term is based on historical experience and expectations about future exercises and represents the period of time that SOSARs granted are expected to be outstanding.

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A summary of our SOSAR activity as of December 31, 2023 and changes during the year are presented below:



			Weighted-average
			Remaining	Aggregate
	Number	Weighted-average	Contractual	Intrinsic Value
	of Shares	Exercise Price	Life (Years)	(in millions)
SOSARs
Outstanding at January 1, 2023	674,369	$ 114.46
Granted	61,960	180.52
Exercised	(197,756)	79.83
Forfeited or expired	(5,116)	179.47
Outstanding at December 31, 2023	533,457	$ 134.35	5.27	$ 49.0
Exercisable at December 31, 2023	408,300	$ 120.53	4.30	$ 43.2

The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between our stock price on the last trading day of 2023 and the exercise price, multiplied by the number of in-the-money SOSARs) that would have been received by the option holders had all SOSARs been exercised on December 31, 2023. These values change based on the fair market value of our common stock. The aggregate intrinsic values of SOSARs exercised for the years ended December 31 are as follows:



in millions	2023	2022	2021
Aggregate intrinsic value of SOSARs exercised	$ 25.1	$ 1.9	$ 24.9

The following table presents cash received and tax benefit realized from SOSAR exercises and compensation cost recorded referable to SOSARs for the years ended December 31:



in millions	2023	2022	2021
SOSARs
Cash received from exercises	$ 0.0	$ 0.0	$ 0.0
Tax benefit from exercises	6.0	0.4	6.3
Compensation cost	4.0	4.0	3.9

NONEMPLOYEE DIRECTOR AWARDS — In addition to the share-based compensation plans for employees discussed above, we issue a limited number of stock units to our nonemployee directors annually. Expense provisions referable to nonemployee director stock units amounted to $2.6 million in 2023, $2.4 million in 2022 and $2.2 million in 2021.

CASH-BASED COMPENSATION PLANS

We have incentive plans under which cash awards may be made annually. Expense provisions under these plans referable to awards to officers and certain employees amounted to $77.3 million in 2023, $42.8 million in 2022 and $42.2 million in 2021.