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Stock Transactions and Stock-based Compensation | 3 Months Ended
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Apr. 01, 2022
Share-based Payment Arrangement [Abstract] |
Stock Transactions and Stock-based Compensation | STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION Stockholders’ Equity Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three-month period ended April 1, 2022. 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 1, 2022, 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 1, 2022 |  | April 2, 2021 |  |  |  |  |  |  |  |
Preferred stock - shares issued: |  |  |  |  |  |  |  |  |  |  |
Balance, beginning and end of period | 3.4 |  |  | 3.4 |  |  |  |  |  |  |  |  |
Common stock - shares issued: |  |  |  |  |  |  |  |  |  |  |
Balance, beginning of period | 855.7 |  |  | 851.3 |  |  |  |  |  |  |  |  |
Common stock-based compensation awards | 1.3 |  |  | 1.5 |  |  |  |  |  |  |  |  |
Common stock issued in connection with Liquid Yield Option Notes (“LYONs”) conversions | — |  |  | 0.9 |  |  |  |  |  |  |  |  |
Balance, end of period | 857.0 |  |  | 853.7 |  |  |  |  |  |  |  |  |
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”) mandatorily converts 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 issued and issuable upon conversion is 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. In the first quarter of 2022, holders converted 180 shares of MCPS Series A into 1,196 shares of Danaher common stock. Holders of MCPS Shares are 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 |  |  | 6.6632 shares |  | 8.1624 shares |  | April 15, 2022
Series B | 5.00 | % |  | $ | 1,000 |  |  | 5.0115 shares |  | 6.1391 shares |  | April 15, 2023
On April 15, 2022, all outstanding shares of the Company’s 4.75% MCPS Series A converted at a rate of 6.6632 common shares per share of preferred stock into an aggregate of 11.0 million shares of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Series A Preferred Stock. Danaher issued cash in lieu of fractional shares of common stock in the conversion. The final quarterly cash dividend of $11.875 per share was paid on April 15, 2022. The impact of the MCPS Series A calculated under the if-converted method was dilutive for the periods in 2022 prior to conversion. Stock-Based Compensation For a full description of the Company’s stock-based compensation programs, refer to Note 19 of the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s 2021 Annual Report. As of April 1, 2022, approxim ately 44 million shares of the Company’s common stock were reserved for issuance under the 2007 Omnibus Incentive Plan. The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):
| Three-Month Period Ended |  |
| April 1, 2022 |  | April 2, 2021 |  |  |  |
Restricted stock units (“RSUs”)/performance stock units (“PSUs”): |  |  |  |  |  |  |
Pretax compensation expense | $ | 46 |  |  | $ | 33 |  |  |  |  |
Income tax benefit | (9) |  |  | (7) |  |  |  |  |
RSU/PSU expense, net of income taxes | 37 |  |  | 26 |  |  |  |  |
Stock options: |  |  |  |  |  |  |
Pretax compensation expense | 34 |  |  | 21 |  |  |  |  |
Income tax benefit | (7) |  |  | (4) |  |  |  |  |
Stock option expense, net of income taxes | 27 |  |  | 17 |  |  |  |  |
Total stock-based compensation: |  |  |  |  |  |  |
Pretax compensation expense | 80 |  |  | 54 |  |  |  |  |
Income tax benefit | (16) |  |  | (11) |  |  |  |  |
Total stock-based compensation expense, net of income taxes | $ | 64 |  |  | $ | 43 |  |  |  |  |
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 1, 2022, $353 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 April 1, 2022, $340 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Future compensation amounts will be adjusted for any changes in estimated forfeitures. Accumulated Other Comprehensive Income Accumulated other comprehensive income (loss) refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, as well as the impact from the Company’s hedges of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impacts. The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions).
| Foreign Currency Translation Adjustments |  | Pension and Postretirement Plan Benefit Adjustments |  |  |  | Cash Flow Hedge Adjustments |  | Accumulated Comprehensive Income (Loss)
For the Three-Month Period Ended April 1, 2022: |  |  |  |  |  |  |  |  |
Balance, December 31, 2021 | $ | (539) |  |  | $ | (550) |  |  |  |  | $ | 62 |  |  | $ | (1,027) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
(Decrease) increase | (331) |  |  | — |  |  |  |  | 125 |  |  | (206) |
Income tax impact | (12) |  |  | — |  |  |  |  | (30) |  |  | (42) |
Other comprehensive income (loss) before reclassifications, net of income taxes | (343) |  |  | — |  |  |  |  | 95 |  |  | (248) |
Reclassification adjustments: |  |  |  |  |  |  |  |  |
Increase (decrease) | — |  |  | 18 |  | (a) |  |  | (115) |  | (b) | (97) |
Income tax impact | — |  |  | (4) |  |  |  |  | — |  |  | (4) |
Reclassification adjustments, net of income taxes | — |  |  | 14 |  |  |  |  | (115) |  |  | (101) |
Net other comprehensive income (loss), net of income taxes | (343) |  |  | 14 |  |  |  |  | (20) |  |  | (349) |
Balance, April 1, 2022 | $ | (882) |  |  | $ | (536) |  |  |  |  | $ | 42 |  |  | $ | (1,376) |
For the Three-Month Period Ended April 2, 2021: |  |  |  |  |  |  |  |  |
Balance, December 31, 2020 | $ | 745 |  |  | $ | (928) |  |  |  |  | $ | (185) |  |  | $ | (368) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
(Decrease) increase | (917) |  |  | — |  |  |  |  | 110 |  |  | (807) |
Income tax impact | (5) |  |  | — |  |  |  |  | — |  |  | (5) |
Other comprehensive income (loss) before reclassifications, net of income taxes | (922) |  |  | — |  |  |  |  | 110 |  |  | (812) |
Reclassification adjustments: |  |  |  |  |  |  |  |  |
Increase (decrease) | — |  |  | 13 |  | (a) |  |  | (152) |  | (b) | (139) |
Income tax impact | — |  |  | (3) |  |  |  |  | — |  |  | (3) |
Reclassification adjustments, net of income taxes | — |  |  | 10 |  |  |  |  | (152) |  |  | (142) |
Net other comprehensive income (loss), net of income taxes | (922) |  |  | 10 |  |  |  |  | (42) |  |  | (954) |
Balance, April 2, 2021 | $ | (177) |  |  | $ | (918) |  |  |  |  | $ | (227) |  |  | $ | (1,322) |
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Notes 7 and 12 for additional details). (b) Reflects reclassification to earnings related to cash flow hedges of certain long-term debt (refer to Note 11 for additional details).

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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