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Stockholders' Equity and Stock-based Compensation
9 Months Ended
Sep. 27, 2024
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity and Stock-based Compensation STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Stockholders’ Equity
On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “Completed Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. During the three and nine-month periods ended September 27, 2024 the Company repurchased approximately 2.6 million and 20.0 million shares, respectively, of the Company’s common stock for $646 million and approximately $5.2 billion, respectively (which includes $6 million and $52 million, respectively of excise taxes which will be paid in 2025) as part of the Completed Repurchase Program. Included within the shares repurchased under the Completed Repurchase Program in the three and nine-month periods ended September 27, 2024 is the repurchase of $173 million of shares from the Danaher Corporation & Subsidiaries Pension Plan, a related party, at fair market value at the time of the purchase. As of September 27, 2024, no shares remained available for repurchase pursuant to the Completed Repurchase Program.
On July 22, 2024, the Company’s Board of Directors approved a new repurchase program (the “New Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. As of September 27, 2024, 20 million shares remained available for repurchase pursuant to the New Repurchase Program. There is no expiration date for the New Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. The New Repurchase Program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.
The following table summarizes the Company’s share activity (shares in millions):
Three-Month Period EndedNine-Month Period Ended
September 27, 2024September 29, 2023September 27, 2024September 29, 2023
Preferred stock - shares issued:
Balance, beginning of period— — — 1.7 
Conversion of MCPS to common stock— — — (1.7)
Balance, end of period— — — — 
Common stock - shares issued:
Balance, beginning of period883.2 879.5 880.5 869.3 
Common stock-based compensation awards0.7 0.7 3.4 2.3 
Issuance of common stock for MCPS— — — 8.6 
Balance, end of period883.9 880.2 883.9 880.2 
As of April 17, 2023, all outstanding shares of the Company’s MCPS converted to common shares at a rate of 5.0175 common shares per share of preferred stock into an aggregate of 8.6 million shares of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Preferred Stock. For additional information on the MCPS, refer to Note 19 in the Company’s 2023 Annual Report.
Stock-Based Compensation
For a full description of the Company’s stock-based compensation programs, refer to Note 19 of the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s 2023 Annual Report. As of September 27, 2024, approximately 47 million shares of the Company’s common stock were reserved for issuance under the 2007 Omnibus Incentive Plan.
The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):
 Three-Month Period EndedNine-Month Period Ended
 September 27, 2024September 29, 2023September 27, 2024September 29, 2023
RSUs/PSUs:
Pretax compensation expense$49 $44 $127 $138 
Income tax benefit(11)(11)(27)(31)
RSU/PSU expense, net of income taxes38 33 100 107 
Stock options:
Pretax compensation expense35 35 104 107 
Income tax benefit(7)(7)(21)(22)
Stock option expense, net of income taxes28 28 83 85 
Total stock-based compensation:
Pretax compensation expense84 79 231 245 
Income tax benefit(18)(18)(48)(53)
Total stock-based compensation expense, net of income taxes$66 $61 $183 $192 
Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of September 27, 2024, $158 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately two years. As of September 27, 2024, $193 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.
Accumulated Other Comprehensive Income
Accumulated OCI refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, as well as the impact from the Company’s hedges of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impacts.
The changes in accumulated OCI by component are summarized below ($ in millions).
Foreign Currency Translation AdjustmentsPension and Postretirement Plan Benefit AdjustmentsCash Flow Hedge AdjustmentsAccumulated Comprehensive Income (Loss)
For the Three-Month Period Ended September 27, 2024:
Balance, June 28, 2024$(2,273)$(397)$79 $(2,591)
OCI before reclassifications:
Increase (decrease)1,193 — (77)1,116 
Income tax impact23 — — 23 
OCI before reclassifications, net of income taxes1,216 — (77)1,139 
Reclassification adjustments:
Increase (decrease)— (a)140 (b)143 
Income tax impact— (1)— (1)
Reclassification adjustments, net of income taxes— 140 142 
Net OCI, net of income taxes1,216 63 1,281 
Balance, September 27, 2024$(1,057)$(395)$142 $(1,310)
For the Three-Month Period Ended September 29, 2023:
Balance, June 30, 2023$(3,323)$(341)$88 $(3,576)
OCI before reclassifications:
Increase (decrease)(296)— 22 (274)
Income tax impact(7)— — (7)
OCI before reclassifications, net of income taxes(303)— 22 (281)
Reclassification adjustments:
Increase (decrease)— (a)(102)(b)(101)
Income tax impact— — (1)(1)
Reclassification adjustments, net of income taxes— (103)(102)
Net OCI, net of income taxes(303)(81)(383)
Balance, September 29, 2023
$(3,626)$(340)$$(3,959)
Foreign Currency Translation AdjustmentsPension and Postretirement Plan Benefit AdjustmentsCash Flow Hedge AdjustmentsAccumulated Comprehensive Income (Loss)
For the Nine-Month Period Ended September 27, 2024:
Balance, December 31, 2023$(1,446)$(401)$99 $(1,748)
OCI before reclassifications:
Increase (decrease)391 — 392 
Income tax impact(2)— — (2)
OCI before reclassifications, net of income taxes389 — 390 
Reclassification adjustments:
Increase (decrease)— (a)43 (b)51 
Income tax impact— (2)(1)(3)
Reclassification adjustments, net of income taxes— 42 48 
Net OCI, net of income taxes389 43 438 
Balance, September 27, 2024$(1,057)$(395)$142 $(1,310)
For the Nine-Month Period Ended September 29, 2023:
Balance, December 31, 2022$(2,644)$(341)$113 $(2,872)
OCI before reclassifications:
Increase (decrease)(991)— (68)(1,059)
Income tax impact— — 
OCI before reclassifications, net of income taxes(982)— (68)(1,050)
Reclassification adjustments:
Increase (decrease)— (a)(37)(b)(36)
Income tax impact— — (1)(1)
Reclassification adjustments, net of income taxes— (38)(37)
Net OCI, net of income taxes(982)(106)(1,087)
Balance, September 29, 2023
$(3,626)$(340)$$(3,959)
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost (refer to Note 8 for additional details).
(b) Reflects reclassification to earnings related to cash flow hedges of certain long-term debt (refer to Note 12 for additional details).