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Stock Transactions And Stock-Based Compensation | 3 Months Ended
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Apr. 02, 2021
Share-based Payment Arrangement [Abstract] |
Stock Transactions And Stock-Based Compensation | STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three-month period ended April 2, 2021. On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “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 April 2, 2021, 20 million shares rema ined available for repurchase pursuant to the Repurchase Program. The following table summarizes the Company’s share activity (shares in millions):
| Three-Month Period Ended |  |
| April 2, 2021 |  | April 3, 2020 |  |  |  |
Preferred stock - shares issued: |  |  |  |  |  |  |
Balance, beginning and end of period | 3.4 |  |  | 1.7 |  |  |  |  |
Common stock - shares issued: |  |  |  |  |  |  |
Balance, beginning of period | 851.3 |  |  | 835.5 |  |  |  |  |
Common stock-based compensation awards | 1.5 |  |  | 1.8 |  |  |  |  |
Common stock issued in connection with LYONs’ conversions | 0.9 |  |  | — |  |  |  |  |
Balance, end of period | 853.7 |  |  | 837.3 |  |  |  |  |
In May 2020, the Company completed the underwritten public offering of 10.9 million shares of Danaher common stock at a price to the public of $163.00 per share (the “2020 Common Stock Offering”), resulting in net proceeds of approximately $1.73 billion, after deducting expenses and the underwriters’ discount of $54 million. Simultaneously, the Company completed the underwritten public offering of 1.72 million shares of its 5.0% Series B Mandatory Convertible Preferred Stock (“MCPS Series B”), without par value and with a liquidation preference of $1,000 per share (the “2020 MCPS Offering”), resulting in net proceeds of approximately $1.67 billion, after deducting expenses and the underwriters’ discount of $49 million. The Company has used and intends to use the net proceeds from the 2020 Common Stock Offering and the 2020 MCPS Offering for general corporate purposes and pending such use has invested the net proceeds in short-term bank deposits and/or interest-bearing, investment-grade securities. In March 2019, the Company completed the underwritten public offering of 1.65 million shares of its 4.75% MCPS Series A, without par value and with a liquidation preference of $1,000 per share. Unless converted earlier in accordance with the terms of the applicable certificate of designations, each share of MCPS Series A and MCPS Series B (together, the “MCPS Shares”) will mandatorily convert on their respective Mandatory Conversion Date, set forth below, into a number of shares of the Company’s common stock between the applicable Minimum Conversion Rate and the applicable Maximum Conversion Rate, set forth below, subject to further anti-dilution adjustments. The number of shares of the Company’s common stock issuable upon conversion will be determined based on the average volume-weighted average price per share of the Company’s common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately before the applicable Mandatory Conversion Date. Subject to certain exceptions, at any time prior to the Mandatory Conversion Date, holders may elect to convert the MCP S Shares into common stock based on the applicable Minimum Conversion Rate, subject to further anti-dilution adjustments. In the event of a fundamental change, the MCPS Shares will convert at the fundamental change rates specified in the applicable certificate of designations, and the holders of MCPS Shares would be entitled to a fundamental change make-whole dividend. Holders of MCPS Shares will be entitled to receive, when and if declared by the Company’s Board of Directors, cumulative dividends at the applicable Annual Cumulative Dividend Rate of the Liquidation Preference per share, payable in cash or, subject to certain limitations, by delivery of shares of the Company’s common stock or any combination of cash and shares of the Company’s common stock, at the Company’s election. If declared, dividends on the MCPS Shares are payable quarterly on January 15, April 15, July 15 and October 15 of each year (to, and including, the Mandatory Conversion Date), to the holders of record of the MCPS Shares as they appear on the Company’s stock register at the close of business on the immediately preceding December 31, March 31, June 30 and September 30, respectively. The following summarizes the key terms of the MCPS Shares:
| Annual Cumulative Dividend Rate |  | Liquidation Preference per share |  | Minimum Conversion Rate |  | Maximum Conversion Rate |  | Mandatory Conversion Date
Series A | 4.75 | % |  | $ | 1,000 |  |  | 6.6577 shares |  | 8.1556 shares |  | April 15, 2022
Series B | 5.00 | % |  | $ | 1,000 |  |  | 5.0088 shares |  | 6.1357 shares |  | April 15, 2023
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, 2020 included in the Company’s 2020 Annual Report. As of April 2, 2021, approximately 50 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 Ended |  |
| April 2, 2021 |  | April 3, 2020 |  |  |  |
Restricted stock units (“RSUs”)/performance stock units (“PSUs”): |  |  |  |  |  |  |
Pretax compensation expense | $ | 33 |  |  | $ | 28 |  |  |  |  |
Income tax benefit | (7) |  |  | (6) |  |  |  |  |
RSU/PSU expense, net of income taxes | 26 |  |  | 22 |  |  |  |  |
Stock options: |  |  |  |  |  |  |
Pretax compensation expense | 21 |  |  | 17 |  |  |  |  |
Income tax benefit | (4) |  |  | (3) |  |  |  |  |
Stock option expense, net of income taxes | 17 |  |  | 14 |  |  |  |  |
Total stock-based compensation: |  |  |  |  |  |  |
Pretax compensation expense | 54 |  |  | 45 |  |  |  |  |
Income tax benefit | (11) |  |  | (9) |  |  |  |  |
Total stock-based compensation expense, net of income taxes | $ | 43 |  |  | $ | 36 |  |  |  |  |
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 April 2, 2021, $261 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately three years. As of April 2, 2021, $255 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.

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