XML 36 R17.htm IDEA: XBRL DOCUMENT v3.24.3
Stockholders' Equity
 12 Months Ended
Sep. 27, 2024
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS’ EQUITY
9.     STOCKHOLDERS’ EQUITY

Common Stock
At September 27, 2024, the Company is authorized to issue 525.0 million shares of common stock, par value $0.25 per share, of which 159.9 million shares are issued and outstanding.

Holders of the Company’s common stock are entitled to dividends in the event declared by the Company’s Board of Directors out of funds legally available for such purpose. Dividends may not be paid on common stock unless all accrued dividends on preferred stock, if any, have been paid or declared and set aside. In the event of the Company’s liquidation, dissolution, or winding up, the holders of common stock will be entitled to share pro rata in the assets remaining after payment to creditors and after payment of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock.

Each holder of the Company’s common stock is entitled to one vote for each such share outstanding in the holder’s name. No holder of common stock is entitled to cumulate votes in voting for directors. The Company’s restated certificate of incorporation as amended to date (the “Certificate of Incorporation”) provides that, unless otherwise determined by the Company’s Board of Directors, no holder of stock has any preemptive right to purchase or subscribe for any stock of any class which the Company may issue or sell.

Preferred Stock
The Company’s Certificate of Incorporation has authorized and permits the Company to issue up to 25.0 million shares of preferred stock without par value in one or more series and with rights and preferences that may be fixed or designated by the Company’s Board of Directors without any further action by the Company’s stockholders. The designation, powers, preferences, rights and qualifications, limitations, and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock. At September 27, 2024, the Company had no shares of preferred stock issued or outstanding.

Stock Repurchase and Retirement
On January 31, 2023, the Board of Directors approved a stock repurchase program (“January 31, 2023 stock repurchase program”), pursuant to which the Company is authorized to repurchase up to $2.0 billion of its common stock from time to time through February 1, 2025, on the open market or in privately negotiated transactions, in compliance with applicable securities laws and other legal requirements. The January 31, 2023 stock repurchase program succeeds in its entirety the stock repurchase program approved by the Board of Directors on January 26, 2021 (“January 26, 2021 stock repurchase program”). The timing and amount of any shares of the Company’s common stock that are repurchased under the January 31, 2023 stock repurchase program will be determined by the Company’s management based on its evaluation of market conditions and other factors. The January 31, 2023 stock repurchase program may be suspended or discontinued at any time. The Company currently expects to fund the January 31, 2023 stock repurchase program using the Company’s working capital.

During fiscal 2024, the Company paid $77.4 million (including commissions and excise tax, as applicable) in connection with the repurchase of 0.8 million shares of its common stock (paying an average price of $101.33 per share), all of which shares were repurchased pursuant to the January 31, 2023 stock repurchase program. As of September 27, 2024, $1.9 billion remained available under the January 31, 2023 stock repurchase program.

During fiscal 2023, the Company paid $175.3 million (including commissions) in connection with the repurchase of 1.9 million shares of its common stock (paying an average price of $90.60 per share), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program. During fiscal 2022, the Company paid $886.8 million (including commissions) in connection with the repurchase of 6.5 million shares of its common stock (paying an average price of $136.32 per share), all of which shares were repurchased pursuant to the January 26, 2021 stock repurchase program.

Dividends
On November 12, 2024, the Company announced that the Board of Directors had declared a cash dividend on the Company’s common stock of $0.70 per share. This dividend is payable on December 24, 2024, to the Company’s stockholders of record as of the close of business on December 3, 2024. Future dividends are subject to declaration by the Board of Directors.
Dividends charged to retained earnings were as follows (in millions, except per share data):
Fiscal Years Ended
September 27, 2024September 29, 2023
Per ShareTotal AmountPer ShareTotal Amount
First quarter$0.68 $108.9 $0.62 $99.4 
Second quarter0.68 109.1 0.62 98.6 
Third quarter0.68 109.1 0.62 98.7 
Fourth quarter0.70 112.0 0.68 108.5 
Total dividends$2.74 $439.1 $2.54 $405.2 

Employee Stock Benefit Plans
As of September 27, 2024, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

•the 2002 Employee Stock Purchase Plan, as Amended
•the Non-Qualified Employee Stock Purchase Plan, as Amended
•the Amended and Restated 2008 Director Long-Term Incentive Plan
•the Second Amended and Restated 2015 Long-Term Incentive Plan

Except for the Non-Qualified Employee Stock Purchase Plan, as Amended, each of the foregoing equity compensation plans was approved by the Company’s stockholders.

As of September 27, 2024, a total of 45.4 million shares are authorized for grant under the Company’s share-based compensation plans. The number of common shares reserved for future awards to employees and directors under these plans was 14.7 million at September 27, 2024. The Company currently grants new equity awards to employees under the Second Amended and Restated 2015 Long-Term Incentive Plan and to non-employee directors under the Amended and Restarted 2008 Director Long-Term Incentive Plan, as Amended.

Second Amended and Restated 2015 Long-Term Incentive Plan. Under this plan, officers, employees, and certain consultants may be granted stock options, restricted stock units, performance stock units, and other share-based awards. The plan has been approved by the stockholders. Under the plan, up to 30.5 million shares have been authorized for grant. A total of 11.6 million shares were available for new grants as of September 27, 2024. The maximum contractual term of options under the plan is seven years from the date of grant. Options granted under the plan at the determination of the compensation committee generally vest ratably over four years. Restricted stock units granted under the plan at the determination of the compensation committee generally vest over three or more years. No dividends or dividend equivalents are accumulated or paid with respect to restricted stock unit awards or other awards until the shares underlying such awards vest and are issued to the award holder. Performance stock units are contingently granted depending on the achievement of certain predetermined performance goals and generally vest over one or more years.

Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended. Under this plan, non-employee directors may be granted stock options, restricted stock units, and other share-based awards. The plan has been approved by the stockholders. Under the plan a total of 1.5 million shares have been authorized for grant. A total of 0.5 million shares were available for new grants as of September 27, 2024. The maximum contractual term of options granted under the plan is ten years from the date of grant. Options granted under the plan generally vest ratably over four years. Restricted stock units granted under the plan generally vest over one or more years.

Employee Stock Purchase Plans. The Company maintains a domestic and an international employee stock purchase plan. Under these plans, eligible employees may purchase common stock through payroll deductions of up to 15% of their compensation. The price per share is the lower of 85% of the fair market value of the common stock at the beginning or end of each offering period (six months). The plans provide for purchases by employees of up to an aggregate of 13.5 million shares. Shares of common stock purchased under these plans during fiscal 2024, fiscal 2023, and fiscal 2022, were 0.4 million, 0.3 million, and 0.3 million, respectively. At September 27, 2024, there were 2.6 million shares available for purchase. The Company recognized compensation expense of $10.1 million, $10.9 million, and $9.2 million during fiscal 2024, fiscal 2023, and fiscal 2022, respectively, related to the employee stock purchase plan. The unrecognized compensation expense on the employee
stock purchase plan at September 27, 2024, was $4.4 million. The weighted average period over which the cost is expected to be recognized is approximately four months.

Restricted and Performance Awards and Units
The following table represents a summary of the Company’s restricted and performance awards and units:
 
 
 Shares
(in millions)
Weighted Average
Grant Date Fair Value
Non-vested awards outstanding at September 29, 2023
3.4 $112.69 
Granted (1)2.5 $92.24 
Vested(1.2)$117.84 
Canceled/forfeited(0.4)$121.22 
Non-vested awards outstanding at September 27, 2024
4.3 $98.51 
(1) Includes performance stock awards granted and earned assuming target performance under the underlying performance metrics.

The weighted-average grant date fair value per share for awards granted during fiscal 2024, fiscal 2023, and fiscal 2022, was $92.24, $92.86, and $151.20, respectively.

The following table summarizes the total intrinsic value for awards vested (in millions):
Fiscal Years Ended
September 27, 2024September 29, 2023September 30, 2022
Awards$111.8 $111.9 $249.6 

Valuation and Expense Information
The following table summarizes pre-tax share-based compensation expense by financial statement line item and related tax benefit (in millions):
Fiscal Years Ended
September 27, 2024September 29, 2023September 30, 2022
Cost of goods sold$32.0 $20.7 $26.9 
Research and development85.5 94.8 93.8 
Selling, general, and administrative62.8 69.6 74.5 
Total share-based compensation$180.3 $185.1 $195.2 
Share-based compensation tax expense (benefit)
$18.9 $9.1 $(20.1)
Capitalized share-based compensation expense at period end$10.1 $14.5 $6.8 

The following table summarizes total compensation costs related to unvested share-based awards not yet recognized and the weighted-average period over which it is expected to be recognized as of September 27, 2024:
Unrecognized Compensation Cost for Unvested Awards
(in millions)		Weighted Average Remaining Recognition Period
(in years)
Awards$253.1 3.2

The fair value of the restricted stock units is equal to the closing market price of the Company’s common stock on the date of grant.
The Company issued performance stock unit awards during fiscal 2024, fiscal 2023, and fiscal 2022 that contained market-based conditions. The fair value of these performance stock unit awards was estimated on the date of the grant using a Monte Carlo simulation with the following weighted-average assumptions:

Fiscal Year Ended
September 27, 2024September 29, 2023September 30, 2022
Volatility of common stock37.36 %45.71 %44.04 %
Average volatility of peer companies30.95 %40.74 %46.28 %
Average correlation coefficient of peer companies0.54 0.65 0.65 
Risk-free interest rate4.61 %4.51 %0.79 %
Dividend yield3.04 %2.80 %1.40 %