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Stockholders' Equity and Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement, Noncash Expense [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 year ended December 31, 2024, the Company repurchased approximately 20.0 million shares of the Company’s common stock for approximately $5.2 billion (which included $52 million 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 year ended December 31, 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. On July 22, 2022, the Company repurchased approximately 4 thousand shares of the Company’s common stock for $1 million as part of the Completed Repurchase Program. As of December 31, 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. During the year ended December 31, 2024, the Company repurchased 3.5 million shares of the Company’s common stock for $817 million (which included $8 million of excise taxes which will be paid in 2025) as part of the New Repurchase Program. As of December 31, 2024, 16.5 million shares remained available for repurchase pursuant to the New Repurchase Program. In January 2025, the Company repurchased 4.5 million shares of the Company’s common stock for approximately $1.1 billion (which included $11 million of excise taxes which will be paid in 2026) under the New Repurchase Program. There is no expiration date for the New Repurchase Program, and the timing and amount of any additional 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. Except as discussed above, neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during 2024, 2023 or 2022. The following table summarizes the Company’s share activity for the years ended December 31 (shares in millions):
| 2024 |  | 2023 |  | 2022
Preferred stock - shares issued: |  |  |  |  |
Balance, beginning of period | — |  |  | 1.7 |  |  | 3.4 |
Conversion of MCPS to common stock | — |  |  | (1.7) |  |  | (1.7) |
Balance, end of period | — |  |  | — |  |  | 1.7 |
Common stock - shares issued: |  |  |  |  |
Balance, beginning of period | 880.5 |  |  | 869.3 |  |  | 855.7 |
Issuance of common stock attributable to stock-based compensation | 3.8 |  |  | 2.6 |  |  | 2.6 |
Conversion of MCPS to common stock | — |  |  | 8.6 |  |  | 11.0 |
Balance, end of period | 884.3 |  |  | 880.5 |  |  | 869.3 |
As of April 17, 2023, all outstanding shares of the Company’s 5.00% MCPS Series B 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 Series B Preferred Stock. Danaher issued cash in lieu of fractional shares of common stock in the conversion. The final quarterly cash dividend of $12.50 per share was paid on April 17, 2023. 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. 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. Stock-Based Compensation Stock options, RSUs and PSUs have been issued to directors, officers and other employees under the Company’s 2007 Omnibus Incentive Plan. The 2007 Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, RSUs, restricted stock, PSUs or any other stock-based award and cash-based awards. A total of approximately 135 million shares of Danaher common stock have been authorized for issuance under the 2007 Omnibus Incentive Plan since the plan’s inception. As of December 31, 2024, approximately 47 million shares of the Company’s common stock remain available for issuance under the 2007 Omnibus Incentive Plan (excluding shares underlying outstanding awards). Stock options granted prior to 2022 under the 2007 Omnibus Incentive Plan generally vest pro rata over a five-year period and terminate ten years from the grant date, although executive officers and certain other employees have been awarded options with different vesting criteria. Stock options granted subsequent to December 31, 2021 under the 2007 Omnibus Incentive Plan generally vest pro rata over a four-year period and terminate ten years from the grant date, although executive officers and certain other employees have been awarded options with different vesting criteria. Options granted to outside directors under the 2007 Omnibus Incentive Plan are fully vested as of the grant date. Option exercise prices for options granted by the Company equal the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant. RSUs issued under the 2007 Omnibus Incentive Plan provide for the issuance of a share of the Company’s common stock at no cost to the holder. RSUs granted prior to 2022 to employees under the 2007 Omnibus Incentive Plan generally provide for pro rata time-based vesting over a five-year period, although executive officers and certain other employees have been awarded RSUs with different vesting criteria. RSUs granted subsequent to December 31, 2021 to employees under the 2007 Omnibus Incentive Plan generally vest pro rata over a four-year period, although certain employees have been awarded RSUs with different vesting criteria. The RSUs that have been granted to directors under the 2007 Omnibus Incentive Plan vest on the earlier of the first anniversary of the grant date or the date of, and immediately prior to, the next annual meeting of the Company’s shareholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board. Prior to vesting, RSUs granted under the 2007 Omnibus Incentive Plan do not have dividend equivalent rights, do not have voting rights and the shares underlying the RSUs are not considered issued and outstanding. PSUs issued under the 2007 Omnibus Incentive Plan provide for the issuance of a share of the Company’s common stock at no cost to the holder, vest based on specified performance criteria, are subject to an additional holding period following vesting and are entitled to dividend equivalent rights. The PSU dividend equivalent rights are subject to the same vesting and payment restrictions as the related shares, and the shares underlying the PSUs are not considered issued and outstanding. The equity compensation awards granted by the Company generally vest only if the employee is employed by the Company (or in the case of directors, the director continues to serve on the Company Board) on the vesting date or in other limited circumstances, including following a qualifying retirement. To cover the exercise of options and vesting of RSUs and PSUs, the Company generally issues new shares from its authorized but unissued share pool, although it may instead issue treasury shares in certain circumstances. The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. The Company recognizes the compensation expense over the requisite service period (which is generally the vesting period but may be shorter than the vesting period if the employee becomes retirement eligible before the end of the vesting period). The fair value for RSU awards was calculated using the closing price of the Company’s common stock on the date of grant, adjusted for the fact that RSUs do not accrue dividends. The fair value of the PSU awards was calculated using a Monte Carlo pricing model. The fair value of the options granted was calculated using a Black-Scholes Merton option pricing model (“Black-Scholes”). In connection with the Separation and in accordance with the employee matters agreement Danaher and Veralto have entered into, stock-based compensation awards have been converted into awards of the company that employs the employee post-separation. The Company has made certain adjustments to the exercise price and the number of shares underlying the stock-based compensation awards held by its employees, with the intention of preserving the intrinsic value of the awards immediately prior to the Separation. The adjustment to the Company’s stock-based compensation awards as a result of the Separation did not have a significant impact to the Company’s stock compensation expense. Veralto has responsibility for the awards that were converted into Veralto awards. The following summarizes the assumptions used in the Black-Scholes model to value options granted during the years ended December 31:
| 2024 |  | 2023 |  | 2022
Risk-free interest rate | 4.1 – 4.5% |  | 3.5 – 4.5% |  | 1.8 – 4.0%
Weighted average volatility | 28.9 | % |  | 27.8 | % |  | 30.3 | %
Dividend yield | 0.4 | % |  | 0.5 | % |  | 0.4 | %
Expected years until exercise | 5.0 – 7.0 |  | 5.0 – 7.0 |  | 5.0 – 7.5
The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument whose maturity period equals or approximates the option’s expected term. Expected volatility is based on implied volatility from traded options on the Company’s stock and historical volatility of the Company’s stock. The dividend yield is calculated by dividing the Company’s annual common stock dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. To estimate the option exercise timing used in the valuation model (which impacts the risk-free interest rate and the expected years until exercise), in addition to considering the vesting period and contractual term of the option, the Company analyzes and considers actual historical exercise experience for previously granted options. The Company stratifies its employee population into multiple groups for option valuation and attribution purposes based upon distinctive patterns of forfeiture rates and option holding periods, as indicated by the ranges set forth in the table above for the risk-free interest rate and the expected years until exercise. The amount of stock-based compensation expense recognized during a period is also based on the portion of the awards that are ultimately expected to vest. The Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Ultimately, the total expense recognized over the vesting period will equal the fair value of awards that actually vest. The following summarizes the components of the Company’s continuing operations stock-based compensation expense for the years ended December 31 ($ in millions):
| 2024 |  | 2023 |  | 2022
RSUs/PSUs: |  |  |  |  |
Pretax compensation expense | $ | 159 |  |  | $ | 173 |  |  | $ | 172 |
Income tax benefit | (33) |  |  | (38) |  |  | (36) |
RSU/PSU expense, net of income taxes | 126 |  |  | 135 |  |  | 136 |
Stock options: |  |  |  |  |
Pretax compensation expense | 129 |  |  | 133 |  |  | 123 |
Income tax benefit | (26) |  |  | (27) |  |  | (25) |
Stock option expense, net of income taxes | 103 |  |  | 106 |  |  | 98 |
Total stock-based compensation: |  |  |  |  |
Pretax compensation expense | 288 |  |  | 306 |  |  | 295 |
Income tax benefit | (59) |  |  | (65) |  |  | (61) |
Total stock-based compensation expense, net of income taxes | $ | 229 |  |  | $ | 241 |  |  | $ | 234 |
Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Statements of Earnings. As of December 31, 2024, $144 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 December 31, 2024, $174 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Futur e compensation amounts will be adjusted for any changes in estimated forfeitures. The following summarizes option activity under the Company’s stock plans (in millions, except weighted exercise price and number of years):
| Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value
Outstanding as of January 1, 2022 | 17.5 |  |  | $ | 112.91 |  |  |  |  |
Granted | 2.6 |  |  | 236.68 |  |  |  |  |
Exercised | (1.8) |  |  | 77.27 |  |  |  |  |
Cancelled/forfeited | (0.7) |  |  | 184.80 |  |  |  |  |
Outstanding as of December 31, 2022 | 17.6 |  |  | 131.98 |  |  |  |  |
Granted | 2.8 |  |  | 218.69 |  |  |  |  |
Exercised | (1.7) |  |  | 83.13 |  |  |  |  |
Cancelled/forfeited | (0.9) |  |  | 178.71 |  |  |  |  |
Adjustment due to Separation(a) | (2.1) |  |  | 154.67 |  |  |  |  |
Outstanding as of December 31, 2023 | 15.7 |  |  | 147.02 |  |  |  |  |
Granted | 1.6 |  |  | 252.97 |  |  |  |  |
Exercised | (2.7) |  |  | 99.82 |  |  |  |  |
Cancelled/forfeited | (0.5) |  |  | 234.19 |  |  |  |  |
Outstanding as of December 31, 2024 | 14.1 |  |  | 164.99 |  |  | 5 |  | $ | 973 |
Vested and expected to vest as of December 31, 2024(b) | 13.9 |  |  | $ | 164.15 |  |  | 5 |  | $ | 971 |
Vested as of December 31, 2024 | 8.7 |  |  | $ | 129.51 |  |  | 4 |  | $ | 893 |
(a) The “Adjustment due to Separation” reflects the cancellation of stock options which were outstanding as of September 30, 2023 and held by Veralto employees which have been terminated and replaced by Veralto with Veralto equity awards as part of the Separation. (b) The “expected to vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options. The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2024. The amount of aggregate intrinsic value will change based on the price of the Company’s common stock. The weighted average per share grant-date fair values of options granted during 2024, 2023 and 2022 were $83.12, $68.92 and $71.35, respectively. Options outstanding as of December 31, 2024 are summarized below (shares in millions):
| Outstanding |  | Exercisable
Exercise Price | Shares |  | Average Exercise Price |  | Average Remaining Life (in years) |  | Shares |  | Average Exercise Price
$58.08 to $76.47 | 2.0 |  |  | $ | 69.42 |  |  | 2 |  | 2.0 |  |  | $ | 69.42 |
$76.48 to $125.35 | 3.2 |  |  | 96.46 |  |  | 4 |  | 3.2 |  |  | 96.46 |
$125.36 to $201.59 | 3.3 |  |  | 166.06 |  |  | 5 |  | 2.0 |  |  | 159.52 |
$201.60 to $230.50 | 2.4 |  |  | 221.19 |  |  | 8 |  | 0.6 |  |  | 220.63 |
$230.51 to $266.20 | 3.2 |  |  | 249.75 |  |  | 8 |  | 0.9 |  |  | 248.88 |
The aggr egate intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $413 million, $259 million and $288 million, respectively. Exercise of options during the years ended December 31, 2024, 2023 and 2022 resulted in cash receipts of $259 million, $148 million and $130 million, respectively. Upon exercise of the award by the employee, the Company derives a tax deduction measured by the excess of the market value over the grant price at the date of exercise. The Company realized a tax benefit of $79 million, $48 million and $48 million in 2024, 2023 and 2022, respectively, related to the exercise of employee stock options. The following summarizes information on unvested RSU and PSU activity (in millions, except weighted average grant-date fair value):
| Number of RSUs/PSUs |  | Weighted Average Grant-Date Fair Value
Unvested as of January 1, 2022 | 3.5 |  |  | $ | 135.92 |
Granted | 1.2 |  |  | 235.47 |
Vested | (1.1) |  |  | 121.04 |
Forfeited | (0.3) |  |  | 235.47 |
Unvested as of December 31, 2022 | 3.3 |  |  | 168.03 |
Granted | 1.2 |  |  | 219.29 |
Vested | (0.9) |  |  | 148.90 |
Forfeited | (0.3) |  |  | 204.97 |
Adjustment due to Separation(a) | (0.4) |  |  | 211.14 |
Unvested as of December 31, 2023 | 2.9 |  |  | 185.41 |
Granted | 0.7 |  |  | 253.55 |
Vested | (1.1) |  |  | 164.80 |
Forfeited | (0.2) |  |  | 201.00 |
Unvested as of December 31, 2024 | 2.3 |  |  | 214.65 |
(a) The “Adjustment due to Separation” reflects the cancellation of RSUs and PSUs which were outstanding as of September 30, 2023 and held by Veralto employees which have been terminated and replaced by Veralto with Veralto equity awards as part of the Separation. The Company realized a tax benefit of $28 million, $32 million and $37 million in the years ended December 31, 2024, 2023 and 2022, respectively, related to the vesting of RSUs and PSUs. The excess tax benefit of $70 million, $51 million and $61 million related to the exercise of employee stock options and vesting of RSUs and PSUs for the years ended December 31, 2024, 2023 and 2022, respectively, has been recorded as a reduction to the current income tax provision and is reflected as an operating cash inflow in the accompanying Consolidated Statements of Cash Flows. In connection with the exercise of certain stock options and the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the year ended December 31, 2024, 396 thousand shares with an aggregate value of $97 million were withheld to satisfy the requirement. During the year ended December 31, 2023, 369 thousand shares with an aggregate value of $80 million were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying Consolidated Statements of Stockholders’ Equity and a reduction in proceeds from the issuance of common stock in connection with stock-based compensation in the accompanying Consolidated Statements of Cash Flows. Accumulated Other Comprehensive Income The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions).
| Foreign Currency Translation Adjustments |  | Pension and Postretirement Plan Benefit Adjustments |  |  |  | Cash Flow Hedge Adjustments |  | Accumulated Comprehensive Income (Loss)
Balance, January 1, 2022 | $ | (539) |  |  | $ | (550) |  |  |  |  | $ | 62 |  |  | $ | (1,027) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
Increase (decrease) | (2,051) |  |  | 233 |  |  |  |  | 378 |  |  | (1,440) |
Income tax impact | (54) |  |  | (56) |  |  |  |  | (91) |  |  | (201) |
Other comprehensive income (loss) before reclassifications, net of income taxes | (2,105) |  |  | 177 |  |  |  |  | 287 |  |  | (1,641) |
Reclassification adjustments |  |  |  |  |  |  |  |  |
Increase (decrease) | — |  |  | 42 |  | (a) |  |  | (235) |  | (b) | (193) |
Income tax impact | — |  |  | (10) |  |  |  |  | (1) |  |  | (11) |
Reclassification adjustments, net of income taxes | — |  |  | 32 |  |  |  |  | (236) |  |  | (204) |
Net other comprehensive income (loss), net of income taxes | (2,105) |  |  | 209 |  |  |  |  | 51 |  |  | (1,845) |
Balance, December 31, 2022 | (2,644) |  |  | (341) |  |  |  |  | 113 |  |  | (2,872) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
Increase (decrease) | 181 |  |  | (70) |  |  |  |  | (214) |  |  | (103) |
Income tax impact | 34 |  |  | 18 |  |  |  |  | 91 |  |  | 143 |
Other comprehensive income (loss) before reclassifications, net of income taxes | 215 |  |  | (52) |  |  |  |  | (123) |  |  | 40 |
Reclassification adjustments |  |  |  |  |  |  |  |  |
Increase (decrease) | — |  |  | 2 |  | (a) |  |  | 110 |  | (b) | 112 |
Income tax impact | — |  |  | (1) |  |  |  |  | (1) |  |  | (2) |
Reclassification adjustments, net of income taxes | — |  |  | 1 |  |  |  |  | 109 |  |  | 110 |
Net other comprehensive income (loss), net of income taxes | 215 |  |  | (51) |  |  |  |  | (14) |  |  | 150 |
Distribution of Veralto Corporation | 983 |  |  | (9) |  | (c) |  |  | — |  |  | 974 |
Balance, December 31, 2023 | (1,446) |  |  | (401) |  |  |  |  | 99 |  |  | (1,748) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
Increase (decrease) | (1,428) |  |  | 122 |  |  |  |  | (4) |  |  | (1,310) |
Income tax impact | (30) |  |  | (30) |  |  |  |  | — |  |  | (60) |
Other comprehensive income (loss) before reclassifications, net of income taxes | (1,458) |  |  | 92 |  |  |  |  | (4) |  |  | (1,370) |
Reclassification adjustments |  |  |  |  |  |  |  |  |
Increase (decrease) | — |  |  | 12 |  | (a) |  |  | (108) |  | (b) | (96) |
Income tax impact | — |  |  | (3) |  |  |  |  | (1) |  |  | (4) |
Reclassification adjustments, net of income taxes | — |  |  | 9 |  |  |  |  | (109) |  |  | (100) |
Net other comprehensive income (loss), net of income taxes | (1,458) |  |  | 101 |  |  |  |  | (113) |  |  | (1,470) |
Balance, December 31, 2024 | $ | (2,904) |  |  | $ | (300) |  |  |  |  | $ | (14) |  |  | $ | (3,218) |
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension and postretirement cost (refer to Note 15 for additional details). (b) Reflects reclassification to earnings related to remeasurement of certain long-term debt (refer to Note 14 for additional details). (c) This accumulated other comprehensive income (loss) component included an income tax impact of $2 million.

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