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CAPITAL STOCK | 12 Months Ended
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Dec. 30, 2023
Equity [Abstract] |
CAPITAL STOCK | CAPITAL STOCK EARNINGS PER SHARE — The following table reconciles net (loss) earnings attributable to common shareowners and the weighted-average shares outstanding used to calculate basic and diluted (loss) earnings per share for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022.
| 2023 |  | 2022 |  | 2021
Numerator (in millions): |  |  |  |  |
Net (Loss) Earnings from Continuing Operations Attributable to Common Shareowners | $ | (281.7) |  |  | $ | 164.3 |  |  | $ | 1,538.3 |
Add: Contract adjustment payments accretion | — |  |  | 1.2 |  |  | 1.3 |
Net (Loss) Earnings from Continuing Operations Attributable to Common Shareowners - Diluted | (281.7) |  |  | 165.5 |  |  | 1,539.6 |
Net (loss) earnings from discontinued operations | (28.8) |  |  | 892.4 |  |  | 136.7 |
Net (Loss) Earnings Attributable to Common Shareowners - Diluted | $ | (310.5) |  |  | $ | 1,057.9 |  |  | $ | 1,676.3 |
| 2023 |  | 2022 |  | 2021
Denominator (in thousands): |  |  |  |  |
Basic weighted-average shares outstanding | 149,751 |  |  | 148,170 |  |  | 158,760 |
Dilutive effect of stock contracts and awards | — |  |  | 8,383 |  |  | 6,264 |
Diluted weighted-average shares outstanding | 149,751 |  |  | 156,553 |  |  | 165,024 |
(Loss) earnings per share of common stock: |  |  |  |  |
Basic (loss) earnings per share of common stock: |  |  |  |  |
Continuing operations | $ | (1.88) |  |  | $ | 1.11 |  |  | $ | 9.69 |
Discontinued operations | $ | (0.19) |  |  | $ | 6.02 |  |  | $ | 0.86 |
Total basic (loss) earnings per share of common stock | $ | (2.07) |  |  | $ | 7.13 |  |  | $ | 10.55 |
Diluted (loss) earnings per share of common stock: |  |  |  |  |
Continuing operations | $ | (1.88) |  |  | $ | 1.06 |  |  | $ | 9.33 |
Discontinued operations | $ | (0.19) |  |  | $ | 5.70 |  |  | $ | 0.83 |
Total diluted (loss) earnings per share of common stock | $ | (2.07) |  |  | $ | 6.76 |  |  | $ | 10.16 |
The following weighted-average stock options were not included in the computation of weighted-average diluted shares outstanding because the effect would be anti-dilutive (in thousands):
| 2023 |  | 2022 |  | 2021
Number of stock options | 5,406 |  |  | 4,019 |  |  | 1,039 |
In November 2019, the Company issued 7,500,000 Equity Units with a total notional value of $750.0 million (“2019 Equity Units”). Each unit had a stated amount of $100 and initial ly consisted of a three-year forward stock purchase contract (“2022 Purchase Contracts”) for the purchase of a variable number of shares of common stock, on November 15, 2022, for a price of $100 and a 10% beneficial ownership interest in one share of 0% Series D Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share (“Series D Preferred Stock”). The shares associated with the forward stock purchase contracts component of the 2019 Equity Units were reflected in diluted earnings per share using the if-converted method. Upon the adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), in the first quarter of 2022, the common shares that would be required to settle the applicable conversion value of the Series D Preferred Stock were included in the denominator of diluted earnings per share using the if-converted method through the date of redemption as discussed below. In accordance with the standard, the Company increased weighted-average shares outstanding used to calculate diluted earnings per share for the year ended December 31, 2022 by 3.6 million shares. In November 2022, the Company generated cash proceeds of $750 million from the successful remarketing of the Series D Preferred Stock (the "Remarketed Series D Preferred Stock"). Upon completion of the remarketing, the holders of the 2019 Equity Units received 4,723,500 common shares and the Company issued 750,000 shares of Remarketed Series D Preferred Stock. Holders of the Remarketed Series D Preferred Stock were entitled to receive cumulative dividends, if declared by the Board of Directors, at an initial fixed rate equal to 7.5% per annum of the $1,000 per share liquidation preference (equivalent to $75.00 per annum per share). On November 15, 2022, the Company informed holders that it would redeem all outstanding shares of the Remarketed Series D Preferred Stock on December 22, 2022 at $1,007.71 per share in cash, which was equal to 100% of the liquidation preference of a share of Remarketed Series D Preferred Stock, plus accumulated and unpaid dividends to, but excluding December 22, 2022. In December 2022, the Company redeemed the Remarketed Series D Preferred Stock, paying $750 million in cash. In May 2017, the Company issued Equity Units with a total notional value of $750.0 million (“2017 Equity Units”). Each unit consisted of a three-year forward stock purchase contract (“2020 Purchase Contracts”) for the purchase of a variable number of shares of common stock, for a price of $100, and a 10% beneficial ownership interest in one share of 0% Series C Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share (“Series C Preferred Stock”). In May 2020, the Company successfully remarketed the Series C Preferred Stock (the “Remarketed Series C Preferred Stock”) resulting in cash proceeds of $750.0 million. Upon completion of the remarketing, the holders of the 2017 Equity Units received 5,463,750 common shares and the Company issued 750,000 shares of Remarketed Series C Preferred Stock, without par, with a liquidation preference of $1,000 per share. Holders of the Remarketed Series C Preferred Stock were entitled to receive cumulative dividends, if declared by the Board of Directors, at an initial fixed rate equal to 5.0% per annum of the $1,000 per share liquidation preference (equivalent to $50.00 per annum per share). Dividends were cumulative on the $1,000 liquidation preference per share and were payable, as declared by the Board of Directors, quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2020. Dividends accrued on the Remarketed Series C Preferred Stock reduced net earnings for purposes of calculating earnings per share. On April 28, 2021, the Company informed holders that it would redeem all outstanding shares of the Remarketed Series C Preferred Stock on June 3, 2021 at $1,002.50 per share in cash, which was equal to 100% of the liquidation preference of a share of Remarketed Series C Preferred Stock, plus accumulated and unpaid dividends to, but excluding June 3, 2021. If a holder elected to convert its shares of Remarketed Series C Preferred Stock prior to June 3, 2021, the Company elected a combination settlement with a specified cash amount of $1,000 per share. In June 2021, the Company redeemed the Remarketed Series C Preferred Stock and settled all conversions, paying $750 million in cash and issuing 1,469,055 common shares. The conversion rate used was 6.7548 (equivalent to a conversion price set at $148.04 per common share). Prior to the Series C redemption date, the Remarketed Series C Preferred Stock was excluded from the denominator of the diluted earnings per share calculation on the basis that the Remarketed Series C Preferred Stock would be settled in cash except to the extent that the conversion value exceeded its liquidation preference. Therefore, before any redemption or conversion, the common shares that would be required to settle the applicable conversion value in excess of the liquidation preference were included in the denominator of diluted earnings per share in periods in which they were dilutive. COMMON STOCK ACTIVITY — Common stock activity for 2023, 2022 and 2021 was as follows:
| 2023 |  | 2022 |  | 2021
Outstanding, beginning of year | 152,983,530 |  |  | 163,328,776 |  |  | 160,752,262 |
Issued from treasury | 817,110 |  |  | 5,711,974 |  |  | 3,105,587 |
Returned to treasury | (180,552) |  |  | (16,057,220) |  |  | (529,073) |
Outstanding, end of year | 153,620,088 |  |  | 152,983,530 |  |  | 163,328,776 |
Shares subject to the forward share purchase contract | (3,645,510) |  |  | (3,645,510) |  |  | (3,645,510) |
Outstanding, less shares subject to the forward share purchase contract | 149,974,578 |  |  | 149,338,020 |  |  | 159,683,266 |
In March 2022, the Company executed accelerated share repurchase ("ASR") agreements with a notional amount of $2.0 billion, which was funded through borrowings under one of its existing 364-Day committed credit facilities. The ASR terms provided for an initial delivery of 85% of the total notional share equivalent at execution or 10,756,770 shares of common stock. In May 2022, the Company received an additional 3,211,317 shares in aggregate, determined by the volume-weighted average price of the Company’s common stock during the term of the transaction. The final shares delivered reflect a blended settlement price of $143.18 per share for the entire transaction. In February 2022, the Company also executed open market share repurchases for a total of 1,888,601 shares of common stock for $300.0 million. Upon completion of the remarketing of the Series D Preferred Stock in November 2022, the holders of the 2019 Equity Units received 4,723,500 common shares and the Company issued 750,000 shares of Remarketed Series D Preferred Stock. In June 2021, the Company redeemed the Remarketed Series C Preferred Stock and settled all conversions, paying $750 million in cash and issuing 1,469,055 common shares. In addition, the Company net-share settled the remaining capped call options on its common stock related to the Remarketed Series C Preferred Stock and received 344,004 shares using an average reference price of $209.80 per common share. In March 2015, the Company entered into a forward share purchase contract with a financial institution counterparty for 3,645,510 shares of common stock. The contract obligates the Company to pay $350.0 million, plus an additional amount related to the forward component of the contract. In November 2022, the Company amended the forward share purchase contract and updated the final settlement date to November 2024, or earlier at the Company's option. The reduction of common shares outstanding was recorded at the inception of the forward share purchase contract in March 2015 and factored into the calculation of weighted-average shares outstanding at that time. COMMON STOCK RESERVED — Common stock shares reserved for issuance under various employee and director stock plans at December 30, 2023 and December 31, 2022 are as follows:
| 2023 |  | 2022
Employee stock purchase plan | 1,070,126 |  |  | 1,251,699 |
Other stock-based compensation plans | 6,161,350 |  |  | 8,403,765 |
Total shares reserved | 7,231,476 |  |  | 9,655,464 |
STOCK-BASED COMPENSATION PLANS — The Company has stock-based compensation plans for salaried employees and non-employee members of the Board of Directors. The plans provide for discretionary grants of stock options, restricted stock units and other stock-based awards. On February 16, 2022, the Board of Directors adopted the 2022 Omnibus Award Plan (the “2022 Plan”) and authorized the issuance of 9,800,000 shares of the Company’s common stock in connection with awards pursuant to the 2022 Plan and no further awards will be issued under the Company’s 2018 Omnibus Award Plan (the “2018 Plan”). As discussed further below, the Company has granted stock options, restricted share units and awards, performance stock units, and long-term performance awards, under the 2022 Plan and 2018 Plan to senior management employees and non-employee members of the Board of Directors. The plans are generally administered by the Compensation and Talent Development Committee of the Board of Directors, consisting of non-employee directors. Stock Option Valuation Assumptions: Stock options are granted at the fair market value of the Company’s common stock on the date of grant and have a maximum 10-year term. Generally, stock option grants vest ratably over three or four years from the date of grant. The following describes how certain assumptions affecting the estimated fair value of stock options are determined: the expected volatility is based on an average of the market implied volatility and historical volatility for the expected life; the dividend yield is computed as the annualized dividend rate at the date of the grant divided by the strike price of the stock option; the risk-free interest rate is based on U.S. Treasury securities with maturities equal to the expected life of the option; and a forfeiture rate of eight to ten percent is assumed. The Company uses historical data in order to estimate forfeitures and holding period behavior for valuation purposes. The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used to value grants made in 2023, 2022 and 2021:
| 2023 |  | 2022 |  | 2021
Average expected volatility | 39.1 | % |  | 38.6 | % |  | 34.0 | %
Dividend yield | 3.6 | % |  | 3.7 | % |  | 1.6 | %
Risk-free interest rate | 4.0 | % |  | 3.2 | % |  | 1.3 | %
Expected life | 5.0 years |  | 4.2 years |  | 5.3 years
Fair value per option | $ | 26.05 |  |  | $ | 20.00 |  |  | $ | 52.39 |
Weighted-average vesting period | 1.9 years |  | 1.7 years |  | 2.9 years
Stock Options: The number of stock options and weighted-average exercise prices as of December 30, 2023 are as follows:
| Options |  | Price
Outstanding, December 31, 2022 | 5,281,713 |  |  | $ | 140.22 |
Granted | 848,394 |  |  | 89.87 |
Exercised | (85,925) |  |  | 82.93 |
Forfeited | (553,334) |  |  | 141.37 |
Outstanding, December 30, 2023 | 5,490,848 |  |  | $ | 133.22 |
Exercisable, December 30, 2023 | 3,877,759 |  |  | $ | 144.12 |
At December 30, 2023, the range of exercise prices on outstanding stock options was $77.83 to $193.97 per share. Stock option expense was $26.6 million, $27.1 million and $36.4 million for 2023, 2022 and 2021, respectively. At December 30, 2023, the Company had $27.9 million of unrecognized pre-tax compensation expense for stock options. This expense will be recognized over the remaining vesting periods which are 1.1 years on a weighted-average basis. During 2023, the Company received $7.1 million in cash from the exercise of stock options. The related cash tax benefit from the exercise of these options wa s $0.2 million. D uring 2023, 2022 and 2021, the total intrinsic value of options exercised was $1.0 million, $4.6 million and $85.3 million, respectively. When options are exercised, the related shares are issued from treasury stock. An excess tax benefit is generated on the extent to which the actual gain, or spread, an optionee receives upon exercise of an option exceeds the fair value determined at the grant date; that excess spread over the fai r value of the option times the applicable tax rate represents the excess tax benefit. During 2023 and 2022, the shortfall recognized was $0.1 million in both years. During 2021, the excess tax benefit arising from tax deductions in excess of recognized compensation cost totaled $14.1 million and was recorded in income tax expense. Outstanding and exercisable stock option information at December 30, 2023 follows:
| Outstanding Stock Options |  | Exercisable Stock Options
Exercise Price Ranges | Options |  | Weighted- Average Remaining Contractual Life |  | Weighted- Average Exercise Price |  | Options |  | Weighted- Average Remaining Contractual Life |  | Weighted- Average Exercise Price
$100.00 and below | 1,654,765 |  |  | 8.42 |  | $ | 84.89 |  |  | 398,173 |  |  | 6.34 |  | $ | 84.05 |
100.01 — 165.00 | 2,082,851 |  |  | 4.38 |  | 131.39 |  |  | 2,061,056 |  |  | 4.34 |  | 131.64 |
165.01 — higher | 1,753,232 |  |  | 6.33 |  | 181.01 |  |  | 1,418,530 |  |  | 6.03 |  | 179.11 |
| 5,490,848 |  |  | 6.22 |  | $ | 133.22 |  |  | 3,877,759 |  |  | 5.16 |  | $ | 144.12 |
Compensation cost for new grants is recognized on a straight-line basis over the vesting period. The expense for retirement eligible employees (those aged 55 and over and with 10 or more years of service) is recognized by the date they become retirement eligible, as such employees may retain their options for the 10-year contractual term in the event they retire prior to the end of the vesting period stipulated in the grant. As of December 30, 2023, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $21.9 million and $5.6 million, respectively. Employee Stock Purchase Plan: The Employee Stock Purchase Plan (“ESPP”) enables eligible employees in the United States, Canada and Israel to purchase shares of the Company's common stock at the lower of 85.0% of the fair market value of the shares on the grant date ($65.39 per share for fiscal year 2023 purchases) or 85.0% of the fair market value of the shares on the last business day of each month. A maximum of 1,600,000 shares are authorized for subscription. During 2023, 2022 and 2021, 181,573 shares, 136,956 shares and 92,307 shares, respectively, were issued under the plan at average prices of $65.34, $96.09, and $150.21 per share, respectively, and the intrinsic value of the ESPP purchases was $4.1 million, $2.3 million and $3.9 million, respectively. For 2023, the Company received $11.9 million in cash from ESPP purchases, and there was no related tax benefit. The fair value of ESPP shares was estimated using the Black-Scholes option pricing model. ESPP compensation cost is recognized ratably over the one-year term based on actual employee stock purchases under the plan. The fair value of the employees’ purchase rights under the ESPP was estimated using the following assumptions for 2023, 2022 and 2021, respectively: dividend yield of 3.9%, 1.7% and 1.6%; expected volatility of 42.0%, 25.0% and 55.0%; risk-free interest rates of 4.7%, 0.2%, and 0.1%; and expected lives of one year. The weighted-average fair value of those purchase rights granted in 2023, 2022 and 2021 was $21.26, $38.51 and $45.46, respectively. Total compensation expense recognized for ESPP was $3.6 million in 2023, $3.3 million in 2022 and $4.4 million in 2021. Restricted Share Units: Compensation cost for restricted share units (“RSUs”) granted to employees is recognized ratably over the vesting term, which varies but is generally three or four years. RSU grants totaled 827,133 shares, 870,848 shares and 463,084 shares in 2023, 2022 and 2021, respectively. The weighted-average grant date fair value of RSUs granted in 2023, 2022 and 2021 was $90.09, $85.05 and $193.66 per share, respectively. Total compensation expense recognized for RSUs amounted to $53.9 million, $50.6 million and $47.3 million in 2023, 2022 and 2021, respectively. The related cash tax benefit received related to the shares that were delivered in 2023 was $7.7 million. The shortfall recognized in 2023 was $1.9 million. The shortfall recognized in 2022 was $3.6 million and the e xcess tax benefit recognized in 2021 was $2.5 million. As of December 30, 2023, unrecognized compensation expense for RSUs amounted to $86.1 million and will be recognized over a weighted-average period of 1.5 years. A summary of non-vested restricted share units and award activity as of December 30, 2023, and changes during the year then ended is as follows:
| Restricted Share Units & Awards |  | Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2022 | 1,266,462 |  |  | $ | 115.02 |
Granted | 827,133 |  |  | 90.09 |
Vested | (426,527) |  |  | 115.80 |
Forfeited | (176,144) |  |  | 120.88 |
Non-vested at December 30, 2023 | 1,490,924 |  |  | $ | 100.24 |
The total fair value of vested RSUs (market value on the date vested) during 2023, 2022 and 2021 was $49.9 million, $38.9 million and $53.3 million, respectively. Prior to 2020, non-employee members of the Board of Directors received annual restricted share-based grants which must be cash settled and accordingly mark-to-market accounting is applied. In 2023, the Company recognized $1.5 million of expense for these awards. In 2022 and 2021, the Company recognized $9.8 million of income and $1.1 million of expense for these awards, respectively. Beginning in 2020, the annual grant issued to non-employee members of the Board of Directors is stock settled. The expense related to the annual grant in 2023, 2022 and 2021 was $1.9 million, $1.8 million, and $2.0 million respectively. Additionally, non-employee members of the Board of Directors may defer any or all of their cash retainer fees, which would subsequently be settled as RSU awards. Compensation expense related to these RSUs was $1.1 million, $1.2 million, and $1.4 million for 2023, 2022 and 2021, respectively. Management Incentive Compensation Plan Performance Stock Units: In 2020, the Company granted Performance Stock Units (collectively "MICP-PSUs") under the Management Incentive Compensation Plan ("MICP") to participating employees. Awards were payable in shares of common stock and generally no award was made if the employee terminated employment prior to the settlement dates. The delivery of the shares related to the 2020 MICP-PSU grant occurred ratably in 2021, 2022, and 2023. The total shares delivered were based on actual 2020 performance in relation to the established goals. A summary of the activity pertaining to the maximum number of shares that may be issued is as follows:
| MICP PSUs |  | Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2022 | 67,698 |  |  | $ | 93.58 |
Granted | — |  |  | — |
Vested | (67,698) |  |  | 93.58 |
Forfeited | — |  |  | — |
Non-vested at December 30, 2023 | — |  |  | $ | — |
Compensation cost for these performance awards was recognized ratably over the vesting term of three years. Total income recognized in 2023 related to these MICP-PSUs approxi mated $5.0 million. The total expense recognized in 2022 and 2021 related to these MICP-PSUs approxi mated $9.1 million and $15.7 million, respectively. The related cash tax benefit received related to the shares that were delivered in 2023, 2022 and 2021 was $0.9 million, $3.6 million and $5.6 million, respectively. Long-Term Performance Awards: The Company has granted Long-Term Performance Awards (“LTIP”) under its 2022 Omnibus Award Plan and 2018 Omnibus Award Plan to senior management employees for achieving Company performance measures. Awards are payable in shares of common stock, which may be restricted if the employee has not achieved certain stock ownership levels, and generally no award is made if the employee terminates employment prior to the settlement date. LTIP grants were made in 2021, 2022 and 2023. Each grant has two separate annual performance goals for each year within the respective three-year performance period and one market-based metric measured over the three-year performance period. For grants made in 2023, organic sales growth and cash flow return on investment represent 75% of the grant value. For grants made in 2021 and 2022, earnings per share and cash flow return on investment represent 75% of the grant value. For all years, the market-based metric, which represents 25% of the total grant value, measures the Company’s common stock return relative to peers over the three-year performance period. The ultimate delivery of shares will occur in 2024, 2025 and 2026 for the 2021, 2022 and 2023 grants, respectively. Share settlements are based on actual performance in relation to these goals. In 2023, expense recognized for these performance awards amounted to $1.7 million. In 2022, income of $2.4 million was recognized related to these performance awards and in 2021 expense recognized for these performance awards amounted to $11.1 million. With the exception of the market-based metric comprising 25% of the award, in the event performance goals are not met, compensation cost is not recognized and any previously re cognized compensation cost is reversed. The related cash tax benefit received related to the shares that were delivered in 2023, 2022, and 2021 was $0.3 million, $1.3 million and $0.8 million, respectively. The shortfall recognized in 2023 and 2022 was $0.5 million and less than $0.1 million, respectively. The excess tax benefit recognized in 2021 was $0.1 million. A summary of the activity pertaining to the maximum number of shares that may be issued is as follows:
| LTIP Units |  | Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2022 | 534,586 |  |  | $ | 158.18 |
Granted | 393,040 |  |  | 81.36 |
Vested | (45,950) |  |  | 154.07 |
Forfeited | (150,548) |  |  | 144.78 |
Non-vested at December 30, 2023 | 731,128 |  |  | $ | 119.90 |

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