XML 135 R21.htm IDEA: XBRL DOCUMENT
v3.23.1

Stockholders' Equity and Stock-based Compensation | 3 Months Ended
--- | ---
Mar. 31, 2023
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 “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. A s of March 31, 2023, approximately 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 |  |  |  |
| March 31, 2023 |  | April 1, 2022 |  |  |  |  |  |  |  |
Preferred stock - shares issued: |  |  |  |  |  |  |  |  |  |  |
Balance, beginning and end of period | 1.7 |  |  | 3.4 |  |  |  |  |  |  |  |  |
Common stock - shares issued: |  |  |  |  |  |  |  |  |  |  |
Balance, beginning of period | 869.3 |  |  | 855.7 |  |  |  |  |  |  |  |  |
Common stock-based compensation awards | 1.1 |  |  | 1.3 |  |  |  |  |  |  |  |  |
Balance, end of period | 870.4 |  |  | 857.0 |  |  |  |  |  |  |  |  |
Unless converted earlier in accordance with the terms of the certificate of designations, each share of MCPS Series B mandatorily converted on April 17, 2023 (the Mandatory Conversion Date) into 5.0175 shares of Company common stock. In aggregate, the MCPS Series B converted into 8.6 million shares of Company common stock and the Company issued cash in lieu of fractional shares of common stock in the conversion. The n umber of shares of the Company’s common stock issued upon conversion was 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 Mandatory Conversion Date. Subject to certain exceptions, at any time prior to the Mandatory Conversion Date, holders could elect to convert the MCP S Series B shares into common stock based on the Minimum Conversion Rate (subject to further anti-dilution adjustments). In the three-months ended March 31, 2023, holders converted 55 shares of MCPS Series B into 275 shares of Danaher common stock. Prior to their conversion, holders of MCPS Series B were entitled to receive, cumulative dividends at the Annual Cumulative Dividend Rate of 5.00% of the Liquidation Preference of $1,000 per share, payable in cash or, subject to certain limitations, by delivery of shares of the Company’s common stock or any combination of cash and shares of the Company’s common stock, at the Company’s election. In 2023, cash dividends on the MCPS Series B shares were paid on January 15, 2023 and April 17, 2023 to the holders of record of the MCPS Series B shares as they appeared on the Company’s stock register at the close of business on the immediately preceding December 31, 2022 and March 31, 2023, respectively. The impact of the MCPS Series B calculated under the if-converted method was anti-dilutive for the periods in 2023 prior to conversion. On April 15, 2022, all outstanding shares of the Company’s 4.75% MCPS Series A converted to common shares at a rate of 6.6632 common shares per share of preferred stock into an aggregate of 11.0 million shares of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Series A Preferred Stock. For additional information on the conversion of MCPS Series A, refer to Note 19 in the Company’s 2022 Annual Report. Stock-Based Compensation For a full description of the Company’s stock-based compensation programs, refer to Note 19 of the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s 2022 Annual Report. As of March 31, 2023, approxi mately 41 million shares of the Company’s common stock were reserved for issuance under the 2007 Omnibus Incentive Plan. The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):
| Three-Month Period Ended |  |
| March 31, 2023 |  | April 1, 2022 |  |  |  |
RSUs/PSUs: |  |  |  |  |  |  |
Pretax compensation expense | $ | 46 |  |  | $ | 46 |  |  |  |  |
Income tax benefit | (9) |  |  | (9) |  |  |  |  |
RSU/PSU expense, net of income taxes | 37 |  |  | 37 |  |  |  |  |
Stock options: |  |  |  |  |  |  |
Pretax compensation expense | 33 |  |  | 34 |  |  |  |  |
Income tax benefit | (7) |  |  | (7) |  |  |  |  |
Stock option expense, net of income taxes | 26 |  |  | 27 |  |  |  |  |
Total stock-based compensation: |  |  |  |  |  |  |
Pretax compensation expense | 79 |  |  | 80 |  |  |  |  |
Income tax benefit | (16) |  |  | (16) |  |  |  |  |
Total stock-based compensation expense, net of income taxes | $ | 63 |  |  | $ | 64 |  |  |  |  |
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 March 31, 2023, $333 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 March 31, 2023, $353 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Future compensation amounts will be adjusted for any changes in estimated forfeitures. Accumulated Other Comprehensive Income Accumulated other comprehensive income (loss) refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, as well as the impact from the Company’s hedges of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impacts. The changes in accumulated other comprehensive income (loss) by component are summarized below ($ 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 March 31, 2023: |  |  |  |  |  |  |  |  |
Balance, December 31, 2022 | $ | (2,644) |  |  | $ | (341) |  |  |  |  | $ | 113 |  |  | $ | (2,872) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
Increase (decrease) | 23 |  |  | — |  |  |  |  | 37 |  |  | 60 |
Income tax impact | 2 |  |  | — |  |  |  |  | — |  |  | 2 |
Other comprehensive income (loss) before reclassifications, net of income taxes | 25 |  |  | — |  |  |  |  | 37 |  |  | 62 |
Reclassification adjustments: |  |  |  |  |  |  |  |  |
Increase (decrease) | — |  |  | — |  | (a) |  |  | 44 |  | (b) | 44 |
Income tax impact | — |  |  | — |  |  |  |  | — |  |  | — |
Reclassification adjustments, net of income taxes | — |  |  | — |  |  |  |  | 44 |  |  | 44 |
Net other comprehensive income (loss), net of income taxes | 25 |  |  | — |  |  |  |  | 81 |  |  | 106 |
Balance, March 31, 2023 | $ | (2,619) |  |  | $ | (341) |  |  |  |  | $ | 194 |  |  | $ | (2,766) |
For the Three-Month Period Ended April 1, 2022: |  |  |  |  |  |  |  |  |
Balance, December 31, 2021 | $ | (539) |  |  | $ | (550) |  |  |  |  | $ | 62 |  |  | $ | (1,027) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
Increase (decrease) | (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) |
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit 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).

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration