☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
59-1995548
|
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
||
2200 Pennsylvania Avenue, N.W., Suite 800W
|
|
20037-1701
|
|
Washington,
|
DC
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, $0.01 par value
|
DHR
|
New York Stock Exchange
|
4.75% Mandatory Convertible Preferred Stock, Series A, without par value
|
DHR.PRA
|
New York Stock Exchange
|
Floating Rate Senior Notes due 2022
|
DHR F 06/30/22
|
New York Stock Exchange
|
1.700% Senior Notes due 2022
|
DHR 1.7 01/04/22
|
New York Stock Exchange
|
2.500% Senior Notes due 2025
|
DHR 2.5 07/08/25
|
New York Stock Exchange
|
0.200% Senior Notes due 2026
|
DHR 0.2 03/18/26
|
New York Stock Exchange
|
1.200% Senior Notes due 2027
|
DHR 1.2 06/30/27
|
New York Stock Exchange
|
0.450% Senior Notes due 2028
|
DHR 0.45 03/18/28
|
New York Stock Exchange
|
0.750% Senior Notes due 2031
|
DHR 0.75 09/18/31
|
New York Stock Exchange
|
1.350% Senior Notes due 2039
|
DHR 1.35 09/18/39
|
New York Stock Exchange
|
1.800% Senior Notes due 2049
|
DHR 1.8 09/18/49
|
New York Stock Exchange
|
Large Accelerated Filer
|
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☒
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Accelerated Filer
|
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☐
|
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Non-accelerated Filer
|
|
☐
|
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Smaller Reporting Company
|
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☐
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Emerging Growth Company
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☐
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Page
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PART I -
|
FINANCIAL INFORMATION
|
|
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PART II -
|
OTHER INFORMATION
|
|
|
|
|
|
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|
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|
September 27, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
14,252.1
|
|
|
$
|
787.8
|
|
Trade accounts receivable, net
|
3,467.1
|
|
|
3,489.6
|
|
||
Inventories:
|
|
|
|
||||
Finished goods
|
1,085.2
|
|
|
1,031.2
|
|
||
Work in process
|
335.0
|
|
|
313.9
|
|
||
Raw materials
|
603.5
|
|
|
565.0
|
|
||
Total inventories
|
2,023.7
|
|
|
1,910.1
|
|
||
Prepaid expenses and other current assets
|
610.8
|
|
|
906.3
|
|
||
Total current assets
|
20,353.7
|
|
|
7,093.8
|
|
||
Property, plant and equipment, net of accumulated depreciation of $3,023.3 and $2,828.3, respectively
|
2,519.6
|
|
|
2,511.2
|
|
||
Other long-term assets
|
1,787.1
|
|
|
648.4
|
|
||
Goodwill
|
25,724.8
|
|
|
25,906.0
|
|
||
Other intangible assets, net
|
11,145.9
|
|
|
11,673.1
|
|
||
Total assets
|
$
|
61,531.1
|
|
|
$
|
47,832.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
1,068.6
|
|
|
$
|
51.8
|
|
Trade accounts payable
|
1,606.8
|
|
|
1,712.8
|
|
||
Accrued expenses and other liabilities
|
3,258.6
|
|
|
3,076.9
|
|
||
Total current liabilities
|
5,934.0
|
|
|
4,841.5
|
|
||
Other long-term liabilities
|
5,865.3
|
|
|
5,075.8
|
|
||
Long-term debt
|
16,536.2
|
|
|
9,688.5
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, without par value, 15.0 million shares authorized; 1.65 million shares of 4.75% Mandatory Convertible Preferred Stock, Series A, issued and outstanding at September 27, 2019; no shares issued or outstanding at December 31, 2018
|
1,599.6
|
|
|
—
|
|
||
Common stock - $0.01 par value, 2.0 billion shares authorized; 835.0 million issued and 718.2 million outstanding at September 27, 2019; 817.9 million issued and 701.5 million outstanding at December 31, 2018
|
8.3
|
|
|
8.2
|
|
||
Additional paid-in capital
|
7,501.5
|
|
|
5,834.3
|
|
||
Retained earnings
|
26,481.2
|
|
|
25,163.0
|
|
||
Accumulated other comprehensive income (loss)
|
(3,088.3
|
)
|
|
(2,791.1
|
)
|
||
Total Danaher stockholders’ equity
|
32,502.3
|
|
|
28,214.4
|
|
||
Noncontrolling interests
|
693.3
|
|
|
12.3
|
|
||
Total stockholders’ equity
|
33,195.6
|
|
|
28,226.7
|
|
||
Total liabilities and stockholders’ equity
|
$
|
61,531.1
|
|
|
$
|
47,832.5
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
5,037.3
|
|
|
$
|
4,853.1
|
|
|
$
|
15,073.8
|
|
|
$
|
14,529.5
|
|
Cost of sales
|
(2,228.9
|
)
|
|
(2,162.6
|
)
|
|
(6,670.0
|
)
|
|
(6,378.3
|
)
|
||||
Gross profit
|
2,808.4
|
|
|
2,690.5
|
|
|
8,403.8
|
|
|
8,151.2
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
(1,654.7
|
)
|
|
(1,558.6
|
)
|
|
(5,009.9
|
)
|
|
(4,798.4
|
)
|
||||
Research and development expenses
|
(318.9
|
)
|
|
(301.2
|
)
|
|
(951.5
|
)
|
|
(911.6
|
)
|
||||
Operating profit
|
834.8
|
|
|
830.7
|
|
|
2,442.4
|
|
|
2,441.2
|
|
||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
||||||||
Other income, net
|
4.4
|
|
|
9.1
|
|
|
15.9
|
|
|
25.2
|
|
||||
Interest expense
|
(26.3
|
)
|
|
(41.3
|
)
|
|
(70.2
|
)
|
|
(123.6
|
)
|
||||
Interest income
|
30.1
|
|
|
2.8
|
|
|
72.0
|
|
|
6.7
|
|
||||
Earnings before income taxes
|
843.0
|
|
|
801.3
|
|
|
2,460.1
|
|
|
2,349.5
|
|
||||
Income taxes
|
(169.1
|
)
|
|
(137.6
|
)
|
|
(721.1
|
)
|
|
(445.4
|
)
|
||||
Net earnings
|
673.9
|
|
|
663.7
|
|
|
1,739.0
|
|
|
1,904.1
|
|
||||
Less: net earnings attributable to noncontrolling interests
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
||||
Net earnings attributable to Danaher stockholders
|
668.0
|
|
|
663.7
|
|
|
1,733.1
|
|
|
1,904.1
|
|
||||
Mandatory convertible preferred stock dividends
|
(19.6
|
)
|
|
—
|
|
|
(48.8
|
)
|
|
—
|
|
||||
Net earnings attributable to common stockholders
|
$
|
648.4
|
|
|
$
|
663.7
|
|
|
$
|
1,684.3
|
|
|
$
|
1,904.1
|
|
Net earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.90
|
|
|
$
|
0.95
|
|
|
$
|
2.36
|
|
|
$
|
2.72
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.93
|
|
|
$
|
2.32
|
|
|
$
|
2.68
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
718.8
|
|
|
701.4
|
|
|
714.7
|
|
|
700.1
|
|
||||
Diluted
|
729.3
|
|
|
710.6
|
|
|
725.2
|
|
|
709.9
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Net earnings
|
$
|
673.9
|
|
|
$
|
663.7
|
|
|
$
|
1,739.0
|
|
|
$
|
1,904.1
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(235.8
|
)
|
|
(162.4
|
)
|
|
(293.1
|
)
|
|
(509.4
|
)
|
||||
Pension and postretirement plan benefit adjustments
|
5.8
|
|
|
5.9
|
|
|
15.8
|
|
|
19.7
|
|
||||
Unrealized gain (loss) on available-for-sale securities adjustments
|
0.5
|
|
|
—
|
|
|
1.4
|
|
|
(0.6
|
)
|
||||
Cash flow hedge adjustments
|
(41.8
|
)
|
|
—
|
|
|
(48.6
|
)
|
|
—
|
|
||||
Total other comprehensive income (loss), net of income taxes
|
(271.3
|
)
|
|
(156.5
|
)
|
|
(324.5
|
)
|
|
(490.3
|
)
|
||||
Comprehensive income
|
402.6
|
|
|
507.2
|
|
|
1,414.5
|
|
|
1,413.8
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
(4.7
|
)
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
||||
Comprehensive income attributable to Danaher
|
$
|
397.9
|
|
|
$
|
507.2
|
|
|
$
|
1,409.8
|
|
|
$
|
1,413.8
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Preferred stock
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
1,599.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Mandatory Convertible Preferred Stock
|
—
|
|
|
—
|
|
|
1,599.6
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
1,599.6
|
|
|
$
|
—
|
|
|
$
|
1,599.6
|
|
|
$
|
—
|
|
Common stock
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
8.3
|
|
|
$
|
8.2
|
|
|
$
|
8.2
|
|
|
$
|
8.1
|
|
Common stock-based award activity
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
8.3
|
|
|
$
|
8.2
|
|
|
$
|
8.3
|
|
|
$
|
8.2
|
|
Additional paid-in capital
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
7,482.6
|
|
|
$
|
5,706.1
|
|
|
$
|
5,834.3
|
|
|
$
|
5,538.2
|
|
Common stock-based award activity
|
77.6
|
|
|
66.1
|
|
|
253.2
|
|
|
194.0
|
|
||||
Common stock issued in connection with acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
23.9
|
|
||||
Common stock issued in connection with LYONs’ conversions, including tax benefit of $0.4, $0.0, $8.5 and $4.2, respectively
|
1.3
|
|
|
—
|
|
|
30.9
|
|
|
16.1
|
|
||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
1,443.1
|
|
|
—
|
|
||||
Sale of Envista Holdings Corporation Common Stock
|
(60.0
|
)
|
|
—
|
|
|
(60.0
|
)
|
|
—
|
|
||||
Balance, end of period
|
$
|
7,501.5
|
|
|
$
|
5,772.2
|
|
|
$
|
7,501.5
|
|
|
$
|
5,772.2
|
|
Retained earnings
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
25,955.0
|
|
|
$
|
23,977.2
|
|
|
$
|
25,163.0
|
|
|
$
|
22,806.1
|
|
Adoption of accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
154.5
|
|
||||
Net earnings attributable to Danaher stockholders
|
668.0
|
|
|
663.7
|
|
|
1,733.1
|
|
|
1,904.1
|
|
||||
Dividends declared
|
(122.2
|
)
|
|
(112.2
|
)
|
|
(366.1
|
)
|
|
(336.0
|
)
|
||||
Mandatory Convertible Preferred Stock cumulative dividends
|
(19.6
|
)
|
|
—
|
|
|
(48.8
|
)
|
|
—
|
|
||||
Balance, end of period
|
$
|
26,481.2
|
|
|
$
|
24,528.7
|
|
|
$
|
26,481.2
|
|
|
$
|
24,528.7
|
|
Accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
(2,844.3
|
)
|
|
$
|
(2,479.2
|
)
|
|
$
|
(2,791.1
|
)
|
|
$
|
(1,994.2
|
)
|
Adoption of accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
(151.2
|
)
|
||||
Sale of Envista Holdings Corporation Common Stock
|
26.1
|
|
|
—
|
|
|
26.1
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
(270.1
|
)
|
|
(156.5
|
)
|
|
(323.3
|
)
|
|
(490.3
|
)
|
||||
Balance, end of period
|
$
|
(3,088.3
|
)
|
|
$
|
(2,635.7
|
)
|
|
$
|
(3,088.3
|
)
|
|
$
|
(2,635.7
|
)
|
Noncontrolling interests
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
12.0
|
|
|
$
|
12.1
|
|
|
$
|
12.3
|
|
|
$
|
9.6
|
|
Sale of Envista Holdings Corporation Common Stock
|
676.7
|
|
|
—
|
|
|
676.7
|
|
|
—
|
|
||||
Change in noncontrolling interests
|
4.6
|
|
|
(0.3
|
)
|
|
4.3
|
|
|
2.2
|
|
||||
Balance, end of period
|
$
|
693.3
|
|
|
$
|
11.8
|
|
|
$
|
693.3
|
|
|
$
|
11.8
|
|
Total stockholders’ equity, end of period
|
$
|
33,195.6
|
|
|
$
|
27,685.2
|
|
|
$
|
33,195.6
|
|
|
$
|
27,685.2
|
|
|
Nine-Month Period Ended
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
1,739.0
|
|
|
$
|
1,904.1
|
|
Noncash items:
|
|
|
|
||||
Depreciation
|
450.3
|
|
|
449.4
|
|
||
Amortization
|
536.6
|
|
|
527.5
|
|
||
Stock-based compensation expense
|
130.0
|
|
|
111.6
|
|
||
Change in trade accounts receivable, net
|
(26.3
|
)
|
|
128.6
|
|
||
Change in inventories
|
(169.4
|
)
|
|
(255.4
|
)
|
||
Change in trade accounts payable
|
(81.5
|
)
|
|
71.5
|
|
||
Change in prepaid expenses and other assets
|
225.4
|
|
|
245.6
|
|
||
Change in accrued expenses and other liabilities
|
36.3
|
|
|
(398.5
|
)
|
||
Net operating cash provided by operating activities
|
2,840.4
|
|
|
2,784.4
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for acquisitions
|
(331.1
|
)
|
|
(2,173.3
|
)
|
||
Payments for additions to property, plant and equipment
|
(518.4
|
)
|
|
(441.3
|
)
|
||
Proceeds from sales of property, plant and equipment
|
14.1
|
|
|
1.6
|
|
||
Payments for purchases of investments
|
(165.5
|
)
|
|
(61.1
|
)
|
||
Proceeds from sale of investments
|
—
|
|
|
22.1
|
|
||
All other investing activities
|
28.9
|
|
|
—
|
|
||
Net operating cash used in investing activities
|
(972.0
|
)
|
|
(2,652.0
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the issuance of common stock in connection with stock-based compensation
|
115.0
|
|
|
77.3
|
|
||
Proceeds from the sale of common stock, net of issuance costs
|
1,443.2
|
|
|
—
|
|
||
Proceeds from the sale of preferred stock, net of issuance costs
|
1,599.6
|
|
|
—
|
|
||
Proceeds from the sale of Envista Holdings Corporation Common Stock, net of issuance costs
|
643.4
|
|
|
—
|
|
||
Payment of dividends
|
(385.0
|
)
|
|
(321.2
|
)
|
||
Net proceeds from borrowings (maturities of 90 days or less)
|
744.1
|
|
|
882.1
|
|
||
Proceeds from borrowings (maturities longer than 90 days)
|
8,137.1
|
|
|
—
|
|
||
Net repayments of borrowings (maturities longer than 90 days)
|
(680.9
|
)
|
|
(503.9
|
)
|
||
All other financing activities
|
(6.0
|
)
|
|
(16.6
|
)
|
||
Net operating cash provided by financing activities
|
11,610.5
|
|
|
117.7
|
|
||
Effect of exchange rate changes on cash and equivalents
|
(14.6
|
)
|
|
(104.2
|
)
|
||
Net change in cash and equivalents
|
13,464.3
|
|
|
145.9
|
|
||
Beginning balance of cash and equivalents
|
787.8
|
|
|
630.3
|
|
||
Ending balance of cash and equivalents
|
$
|
14,252.1
|
|
|
$
|
776.2
|
|
|
|
|
|
||||
Supplemental disclosures:
|
|
|
|
||||
Cash interest payments
|
$
|
112.9
|
|
|
$
|
129.0
|
|
Cash income tax payments
|
494.8
|
|
|
502.0
|
|
|
Life Sciences
|
|
Diagnostics
|
|
Dental / Envista
|
|
Environmental & Applied Solutions
|
|
Total
|
||||||||||
Three-month period ended September 27, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Geographical region:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
637.2
|
|
|
$
|
602.9
|
|
|
$
|
327.7
|
|
|
$
|
465.5
|
|
|
$
|
2,033.3
|
|
Western Europe
|
444.1
|
|
|
257.9
|
|
|
127.5
|
|
|
252.8
|
|
|
1,082.3
|
|
|||||
Other developed markets
|
149.2
|
|
|
108.4
|
|
|
45.6
|
|
|
32.5
|
|
|
335.7
|
|
|||||
High-growth markets (a)
|
465.1
|
|
|
632.7
|
|
|
158.5
|
|
|
329.7
|
|
|
1,586.0
|
|
|||||
Total
|
$
|
1,695.6
|
|
|
$
|
1,601.9
|
|
|
$
|
659.3
|
|
|
$
|
1,080.5
|
|
|
$
|
5,037.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue type:
|
|
|
|
|
|
|
|
|
|
||||||||||
Recurring
|
$
|
1,084.3
|
|
|
$
|
1,343.2
|
|
|
$
|
479.4
|
|
|
$
|
595.2
|
|
|
$
|
3,502.1
|
|
Nonrecurring
|
611.3
|
|
|
258.7
|
|
|
179.9
|
|
|
485.3
|
|
|
1,535.2
|
|
|||||
Total
|
$
|
1,695.6
|
|
|
$
|
1,601.9
|
|
|
$
|
659.3
|
|
|
$
|
1,080.5
|
|
|
$
|
5,037.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three-month period ended September 28, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Geographical region:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
584.0
|
|
|
$
|
574.0
|
|
|
$
|
339.8
|
|
|
$
|
439.7
|
|
|
$
|
1,937.5
|
|
Western Europe
|
447.1
|
|
|
262.3
|
|
|
137.2
|
|
|
257.5
|
|
|
1,104.1
|
|
|||||
Other developed markets
|
134.5
|
|
|
91.8
|
|
|
42.5
|
|
|
31.0
|
|
|
299.8
|
|
|||||
High-growth markets (a)
|
431.1
|
|
|
574.4
|
|
|
160.0
|
|
|
346.2
|
|
|
1,511.7
|
|
|||||
Total
|
$
|
1,596.7
|
|
|
$
|
1,502.5
|
|
|
$
|
679.5
|
|
|
$
|
1,074.4
|
|
|
$
|
4,853.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue type:
|
|
|
|
|
|
|
|
|
|
||||||||||
Recurring
|
$
|
1,030.9
|
|
|
$
|
1,273.3
|
|
|
$
|
478.2
|
|
|
$
|
571.1
|
|
|
$
|
3,353.5
|
|
Nonrecurring
|
565.8
|
|
|
229.2
|
|
|
201.3
|
|
|
503.3
|
|
|
1,499.6
|
|
|||||
Total
|
$
|
1,596.7
|
|
|
$
|
1,502.5
|
|
|
$
|
679.5
|
|
|
$
|
1,074.4
|
|
|
$
|
4,853.1
|
|
|
Life Sciences
|
|
Diagnostics
|
|
Dental / Envista
|
|
Environmental & Applied Solutions
|
|
Total
|
||||||||||
Nine-month period ended September 27, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Geographical region:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
1,878.1
|
|
|
$
|
1,836.3
|
|
|
$
|
966.4
|
|
|
$
|
1,403.0
|
|
|
$
|
6,083.8
|
|
Western Europe
|
1,363.7
|
|
|
828.5
|
|
|
443.7
|
|
|
774.1
|
|
|
3,410.0
|
|
|||||
Other developed markets
|
436.1
|
|
|
295.6
|
|
|
131.0
|
|
|
92.7
|
|
|
955.4
|
|
|||||
High-growth markets (a)
|
1,357.2
|
|
|
1,796.6
|
|
|
490.0
|
|
|
980.8
|
|
|
4,624.6
|
|
|||||
Total
|
$
|
5,035.1
|
|
|
$
|
4,757.0
|
|
|
$
|
2,031.1
|
|
|
$
|
3,250.6
|
|
|
$
|
15,073.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue type:
|
|
|
|
|
|
|
|
|
|
||||||||||
Recurring
|
$
|
3,264.4
|
|
|
$
|
4,047.9
|
|
|
$
|
1,489.3
|
|
|
$
|
1,770.2
|
|
|
$
|
10,571.8
|
|
Nonrecurring
|
1,770.7
|
|
|
709.1
|
|
|
541.8
|
|
|
1,480.4
|
|
|
4,502.0
|
|
|||||
Total
|
$
|
5,035.1
|
|
|
$
|
4,757.0
|
|
|
$
|
2,031.1
|
|
|
$
|
3,250.6
|
|
|
$
|
15,073.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine-month period ended September 28, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Geographical region:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
1,642.4
|
|
|
$
|
1,760.1
|
|
|
$
|
977.2
|
|
|
$
|
1,308.7
|
|
|
$
|
5,688.4
|
|
Western Europe
|
1,346.5
|
|
|
861.4
|
|
|
483.3
|
|
|
785.5
|
|
|
3,476.7
|
|
|||||
Other developed markets
|
417.9
|
|
|
275.3
|
|
|
133.5
|
|
|
94.9
|
|
|
921.6
|
|
|||||
High-growth markets (a)
|
1,271.1
|
|
|
1,676.3
|
|
|
491.5
|
|
|
1,003.9
|
|
|
4,442.8
|
|
|||||
Total
|
$
|
4,677.9
|
|
|
$
|
4,573.1
|
|
|
$
|
2,085.5
|
|
|
$
|
3,193.0
|
|
|
$
|
14,529.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue type:
|
|
|
|
|
|
|
|
|
|
||||||||||
Recurring
|
$
|
3,057.3
|
|
|
$
|
3,892.8
|
|
|
$
|
1,513.5
|
|
|
$
|
1,702.7
|
|
|
$
|
10,166.3
|
|
Nonrecurring
|
1,620.6
|
|
|
680.3
|
|
|
572.0
|
|
|
1,490.3
|
|
|
4,363.2
|
|
|||||
Total
|
$
|
4,677.9
|
|
|
$
|
4,573.1
|
|
|
$
|
2,085.5
|
|
|
$
|
3,193.0
|
|
|
$
|
14,529.5
|
|
Trade accounts receivable
|
$
|
8.6
|
|
Inventories
|
8.8
|
|
|
Property, plant and equipment
|
3.9
|
|
|
Goodwill
|
214.9
|
|
|
Other intangible assets, primarily customer relationships, trade names and technology
|
112.3
|
|
|
Trade accounts payable
|
(2.8
|
)
|
|
Other assets and liabilities, net
|
(14.6
|
)
|
|
Net cash consideration
|
$
|
331.1
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
5,037.3
|
|
|
$
|
4,873.4
|
|
|
$
|
15,082.6
|
|
|
$
|
14,685.8
|
|
Net earnings attributable to common stockholders
|
648.4
|
|
|
658.1
|
|
|
1,681.2
|
|
|
1,888.5
|
|
||||
Diluted net earnings per share
|
0.89
|
|
|
0.93
|
|
|
2.32
|
|
|
2.66
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||
|
September 27, 2019
|
|
September 27, 2019
|
||||
Fixed operating lease expense (a)
|
$
|
58.7
|
|
|
$
|
178.1
|
|
Variable operating lease expense
|
13.4
|
|
|
38.3
|
|
||
Total operating lease expense
|
$
|
72.1
|
|
|
$
|
216.4
|
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
177.7
|
|
ROU assets obtained in exchange for operating lease obligations
|
165.1
|
|
Lease Assets and Liabilities
|
Classification
|
|
||
Assets:
|
|
|
||
Operating lease ROU assets
|
Other long-term assets
|
$
|
956.1
|
|
|
|
|
||
Liabilities:
|
|
|
||
Current:
|
|
|
||
Operating lease liabilities
|
Accrued expenses and other liabilities
|
$
|
182.0
|
|
Long-term:
|
|
|
||
Operating lease liabilities
|
Other long-term liabilities
|
817.0
|
|
|
Total operating lease liabilities
|
|
$
|
999.0
|
|
|
|
|
||
Weighted average remaining lease term
|
7 years
|
|
||
Weighted average discount rate
|
3.1
|
%
|
Remainder of 2019
|
$
|
55.8
|
|
2020
|
197.3
|
|
|
2021
|
160.4
|
|
|
2022
|
140.6
|
|
|
2023
|
122.0
|
|
|
Thereafter
|
460.3
|
|
|
Total operating lease payments
|
1,136.4
|
|
|
Less: imputed interest
|
137.4
|
|
|
Total operating lease liabilities
|
$
|
999.0
|
|
Balance, December 31, 2018
|
$
|
25,906.0
|
|
Attributable to 2019 acquisitions
|
214.9
|
|
|
Adjustments due to finalization of purchase price allocations
|
(6.9
|
)
|
|
Foreign currency translation and other
|
(389.2
|
)
|
|
Balance, September 27, 2019
|
$
|
25,724.8
|
|
|
September 27, 2019
|
|
December 31, 2018
|
||||
Life Sciences
|
$
|
13,300.2
|
|
|
$
|
13,311.0
|
|
Diagnostics
|
6,829.9
|
|
|
6,925.6
|
|
||
Dental / Envista
|
3,283.2
|
|
|
3,325.5
|
|
||
Environmental & Applied Solutions
|
2,311.5
|
|
|
2,343.9
|
|
||
Total
|
$
|
25,724.8
|
|
|
$
|
25,906.0
|
|
|
Quoted Prices in Active Market (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
September 27, 2019:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
$
|
—
|
|
|
$
|
35.7
|
|
|
$
|
—
|
|
|
$
|
35.7
|
|
Investment in equity securities
|
—
|
|
|
—
|
|
|
314.4
|
|
|
314.4
|
|
||||
Cross-currency swap derivative contracts
|
—
|
|
|
36.8
|
|
|
—
|
|
|
36.8
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap derivative contracts
|
—
|
|
|
64.0
|
|
|
—
|
|
|
64.0
|
|
||||
Deferred compensation plans
|
—
|
|
|
64.6
|
|
|
—
|
|
|
64.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
$
|
—
|
|
|
$
|
38.3
|
|
|
$
|
—
|
|
|
$
|
38.3
|
|
Investment in equity securities
|
—
|
|
|
—
|
|
|
148.9
|
|
|
148.9
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plans
|
—
|
|
|
60.9
|
|
|
—
|
|
|
60.9
|
|
|
September 27, 2019
|
|
December 31, 2018
|
||||
U.S. dollar-denominated commercial paper
|
$
|
—
|
|
|
$
|
72.8
|
|
Euro-denominated commercial paper (€2.7 billion and €2.1 billion, respectively)
|
2,933.2
|
|
|
2,377.5
|
|
||
1.0% senior unsecured notes due 2019 (€600.0 million aggregate principal amount) (the “2019 Euronotes”)
|
—
|
|
|
687.0
|
|
||
2.4% senior unsecured notes due 2020
|
499.2
|
|
|
498.5
|
|
||
5.0% senior unsecured notes due 2020 (the “2020 Assumed Pall Notes”)
|
382.8
|
|
|
386.7
|
|
||
Zero-coupon LYONs due 2021
|
34.6
|
|
|
56.2
|
|
||
0.352% senior unsecured notes due 2021 (¥30.0 billion aggregate principal amount) (the “2021 Yen Notes”)
|
277.6
|
|
|
273.2
|
|
||
1.7% senior unsecured notes due 2022 (€800.0 million aggregate principal amount) (the “2022 Euronotes”)
|
872.6
|
|
|
913.2
|
|
||
Floating rate senior unsecured notes due 2022 (€250.0 million aggregate principal amount) (the “Floating Rate 2022 Euronotes”)
|
272.9
|
|
|
285.7
|
|
||
Envista senior unsecured term loan facility due 2022 (the “Envista Term Loan Facility”)
|
648.6
|
|
|
—
|
|
||
Envista senior unsecured term loan facility due 2022 (€600.0 million aggregate principal amount) (the “Envista Euro Term Loan Facility”)
|
655.6
|
|
|
—
|
|
||
0.5% senior unsecured bonds due 2023 (CHF 540.0 million aggregate principal amount) (the “2023 CHF Bonds”)
|
546.0
|
|
|
550.7
|
|
||
2.5% senior unsecured notes due 2025 (€800.0 million aggregate principal amount) (the “2025 Euronotes”)
|
871.7
|
|
|
912.6
|
|
||
3.35% senior unsecured notes due 2025
|
497.1
|
|
|
496.8
|
|
||
0.2% senior unsecured notes due 2026 (€1.3 billion aggregate principal amount) (the “2026 Biopharma Euronotes”)
|
1,357.5
|
|
|
—
|
|
||
0.3% senior unsecured notes due 2027 (¥30.8 billion aggregate principal amount) (the “2027 Yen Notes”)
|
284.4
|
|
|
279.9
|
|
||
1.2% senior unsecured notes due 2027 (€600.0 million aggregate principal amount) (the “2027 Euronotes”)
|
651.5
|
|
|
682.0
|
|
||
0.45% senior unsecured notes due 2028 (€1.3 billion aggregate principal amount) (the “2028 Biopharma Euronotes”)
|
1,355.6
|
|
|
—
|
|
||
1.125% senior unsecured bonds due 2028 (CHF 210.0 million aggregate principal amount) (the “2028 CHF Bonds”)
|
216.0
|
|
|
218.1
|
|
||
0.75% senior unsecured notes due 2031 (€1.8 billion aggregate principal amount) (the “2031 Biopharma Euronotes”)
|
1,900.7
|
|
|
—
|
|
||
0.65% senior unsecured notes due 2032 (¥53.2 billion aggregate principal amount) (the “2032 Yen Notes”)
|
491.1
|
|
|
483.4
|
|
||
1.35% senior unsecured notes due 2039 (€1.3 billion aggregate principal amount) (the “2039 Biopharma Euronotes”)
|
1,349.2
|
|
|
—
|
|
||
4.375% senior unsecured notes due 2045
|
499.4
|
|
|
499.3
|
|
||
1.8% senior unsecured notes due 2049 (€750.0 million aggregate principal amount) (the “2049 Biopharma Euronotes”)
|
810.3
|
|
|
—
|
|
||
Other
|
197.2
|
|
|
66.7
|
|
||
Total debt
|
17,604.8
|
|
|
9,740.3
|
|
||
Less: currently payable
|
1,068.6
|
|
|
51.8
|
|
||
Long-term debt
|
$
|
16,536.2
|
|
|
$
|
9,688.5
|
|
|
Aggregate Principal Amount
|
|
Stated Annual Interest Rate
|
|
Issue Price (as % of Principal Amount)
|
|
Maturity Date
|
|
Interest Payment Dates (in arrears)
|
||||
2026 Biopharma Euronotes
|
€
|
1,250.0
|
|
|
0.200
|
%
|
|
99.833
|
%
|
|
March 18, 2026
|
|
March 18
|
2028 Biopharma Euronotes
|
€
|
1,250.0
|
|
|
0.450
|
%
|
|
99.751
|
%
|
|
March 18, 2028
|
|
March 18
|
2031 Biopharma Euronotes
|
€
|
1,750.0
|
|
|
0.750
|
%
|
|
99.920
|
%
|
|
September 18, 2031
|
|
September 18
|
2039 Biopharma Euronotes
|
€
|
1,250.0
|
|
|
1.350
|
%
|
|
99.461
|
%
|
|
September 18, 2039
|
|
September 18
|
2049 Biopharma Euronotes
|
€
|
750.0
|
|
|
1.800
|
%
|
|
99.564
|
%
|
|
September 18, 2049
|
|
September 18
|
|
Notional Amount
|
|
Gain (Loss) Recognized in OCI
|
||||
For the Three-Month Period Ended September 27, 2019:
|
|
|
|
||||
Foreign currency contracts
|
$
|
1,650.0
|
|
|
$
|
41.5
|
|
Foreign currency denominated debt
|
8,073.6
|
|
|
255.2
|
|
||
Interest rate swaps
|
1,500.0
|
|
|
(55.1
|
)
|
||
Total
|
$
|
11,223.6
|
|
|
$
|
241.6
|
|
For the Nine-Month Period Ended September 27, 2019:
|
|
|
|
||||
Foreign currency contracts
|
$
|
1,650.0
|
|
|
$
|
36.8
|
|
Foreign currency denominated debt
|
8,073.6
|
|
|
263.5
|
|
||
Interest rate swaps
|
1,500.0
|
|
|
(64.0
|
)
|
||
Total
|
$
|
11,223.6
|
|
|
$
|
236.3
|
|
Derivative assets:
|
|
||
Prepaid expenses and other current assets
|
$
|
36.8
|
|
|
|
||
Derivative liabilities:
|
|
||
Accrued expenses and other liabilities
|
64.0
|
|
|
|
|
||
Nonderivative hedging instruments:
|
|
||
Long-term debt
|
8,073.6
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
U.S. pension benefits:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
(1.6
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
(5.4
|
)
|
Interest cost
|
(22.1
|
)
|
|
(20.3
|
)
|
|
(66.6
|
)
|
|
(60.7
|
)
|
||||
Expected return on plan assets
|
31.0
|
|
|
33.0
|
|
|
94.2
|
|
|
99.2
|
|
||||
Amortization of actuarial loss
|
(6.7
|
)
|
|
(8.0
|
)
|
|
(19.2
|
)
|
|
(23.6
|
)
|
||||
Amortization of prior service cost
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Net periodic pension benefit
|
$
|
0.4
|
|
|
$
|
3.3
|
|
|
$
|
2.9
|
|
|
$
|
8.8
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. pension benefits:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
(8.2
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
(26.2
|
)
|
Interest cost
|
(6.6
|
)
|
|
(6.3
|
)
|
|
(19.9
|
)
|
|
(19.6
|
)
|
||||
Expected return on plan assets
|
10.9
|
|
|
11.6
|
|
|
32.7
|
|
|
35.6
|
|
||||
Amortization of actuarial loss
|
(3.9
|
)
|
|
(1.5
|
)
|
|
(3.7
|
)
|
|
(4.5
|
)
|
||||
Amortization of prior service credit
|
2.6
|
|
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
||||
Curtailment gain recognized
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||
Settlement loss recognized
|
0.1
|
|
|
1.2
|
|
|
—
|
|
|
0.8
|
|
||||
Net periodic pension cost
|
$
|
(5.1
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(14.0
|
)
|
|
$
|
(13.5
|
)
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Service cost
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
Interest cost
|
(1.3
|
)
|
|
(1.2
|
)
|
|
(3.8
|
)
|
|
(3.5
|
)
|
||||
Amortization of prior service credit
|
0.6
|
|
|
0.6
|
|
|
1.6
|
|
|
1.8
|
|
||||
Net periodic cost
|
$
|
(0.8
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(2.0
|
)
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Service cost:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
(2.0
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(7.0
|
)
|
Selling, general and administrative expenses
|
(7.9
|
)
|
|
(8.2
|
)
|
|
(23.3
|
)
|
|
(24.9
|
)
|
||||
Total service cost
|
(9.9
|
)
|
|
(9.8
|
)
|
|
(29.5
|
)
|
|
(31.9
|
)
|
||||
Other net periodic benefit costs:
|
|
|
|
|
|
|
|
||||||||
Other income, net
|
4.4
|
|
|
9.1
|
|
|
15.9
|
|
|
25.2
|
|
||||
Total
|
$
|
(5.5
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
(6.7
|
)
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Effective tax rate
|
20.1
|
%
|
|
17.2
|
%
|
|
29.3
|
%
|
|
19.0
|
%
|
Balance, December 31, 2018
|
$
|
77.4
|
|
Accruals for warranties issued during the period
|
46.6
|
|
|
Settlements made
|
(43.7
|
)
|
|
Effect of foreign currency translation
|
(1.2
|
)
|
|
Balance, September 27, 2019
|
$
|
79.1
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Preferred stock - shares issued:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Issuance of MCPS
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
Balance, end of period
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Common stock - shares issued:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
834.0
|
|
|
816.0
|
|
|
817.9
|
|
|
812.5
|
|
Common stock-based award activity
|
1.0
|
|
|
1.2
|
|
|
4.1
|
|
|
4.0
|
|
Common stock issued in connection with acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
Common stock issued in connection with LYONs’ conversions
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.5
|
|
Issuance of common stock
|
—
|
|
|
—
|
|
|
12.1
|
|
|
—
|
|
Balance, end of period
|
835.0
|
|
|
817.2
|
|
|
835.0
|
|
|
817.2
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
RSUs/PSUs:
|
|
|
|
|
|
|
|
||||||||
Pretax compensation expense
|
$
|
27.6
|
|
|
$
|
24.0
|
|
|
$
|
79.8
|
|
|
$
|
69.6
|
|
Income tax benefit
|
(5.7
|
)
|
|
(5.0
|
)
|
|
(16.6
|
)
|
|
(14.6
|
)
|
||||
RSU/PSU expense, net of income taxes
|
21.9
|
|
|
19.0
|
|
|
63.2
|
|
|
55.0
|
|
||||
Stock options:
|
|
|
|
|
|
|
|
||||||||
Pretax compensation expense
|
17.0
|
|
|
14.2
|
|
|
50.2
|
|
|
42.0
|
|
||||
Income tax benefit
|
(3.5
|
)
|
|
(3.0
|
)
|
|
(10.5
|
)
|
|
(8.9
|
)
|
||||
Stock option expense, net of income taxes
|
13.5
|
|
|
11.2
|
|
|
39.7
|
|
|
33.1
|
|
||||
Total stock-based compensation:
|
|
|
|
|
|
|
|
||||||||
Pretax compensation expense
|
44.6
|
|
|
38.2
|
|
|
130.0
|
|
|
111.6
|
|
||||
Income tax benefit
|
(9.2
|
)
|
|
(8.0
|
)
|
|
(27.1
|
)
|
|
(23.5
|
)
|
||||
Total stock-based compensation expense, net of income taxes
|
$
|
35.4
|
|
|
$
|
30.2
|
|
|
$
|
102.9
|
|
|
$
|
88.1
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
673.9
|
|
|
$
|
663.7
|
|
|
$
|
1,739.0
|
|
|
$
|
1,904.1
|
|
Net earnings attributable to noncontrolling interests
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
||||
MCPS dividends
|
(19.6
|
)
|
|
—
|
|
|
(48.8
|
)
|
|
—
|
|
||||
Net earnings attributable to common stockholders (used in Basis EPS)
|
648.4
|
|
|
663.7
|
|
|
1,684.3
|
|
|
1,904.1
|
|
||||
Adjustment for interest on convertible debentures
|
0.4
|
|
|
0.6
|
|
|
1.4
|
|
|
1.7
|
|
||||
Net earnings attributable to common stockholders after assumed conversions (used in Diluted EPS)
|
$
|
648.8
|
|
|
$
|
664.3
|
|
|
$
|
1,685.7
|
|
|
$
|
1,905.8
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding (used in Basic EPS)
|
718.8
|
|
|
701.4
|
|
|
714.7
|
|
|
700.1
|
|
||||
Incremental common shares from:
|
|
|
|
|
|
|
|
||||||||
Assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs
|
9.1
|
|
|
6.9
|
|
|
8.9
|
|
|
7.3
|
|
||||
Assumed conversion of the convertible debentures
|
1.4
|
|
|
2.3
|
|
|
1.6
|
|
|
2.5
|
|
||||
Weighted average common shares outstanding (used in Diluted EPS)
|
729.3
|
|
|
710.6
|
|
|
725.2
|
|
|
709.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
0.90
|
|
|
$
|
0.95
|
|
|
$
|
2.36
|
|
|
$
|
2.72
|
|
Diluted EPS
|
$
|
0.89
|
|
|
$
|
0.93
|
|
|
$
|
2.32
|
|
|
$
|
2.68
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Life Sciences
|
$
|
1,695.6
|
|
|
$
|
1,596.7
|
|
|
$
|
5,035.1
|
|
|
$
|
4,677.9
|
|
Diagnostics
|
1,601.9
|
|
|
1,502.5
|
|
|
4,757.0
|
|
|
4,573.1
|
|
||||
Dental / Envista
|
659.3
|
|
|
679.5
|
|
|
2,031.1
|
|
|
2,085.5
|
|
||||
Environmental & Applied Solutions
|
1,080.5
|
|
|
1,074.4
|
|
|
3,250.6
|
|
|
3,193.0
|
|
||||
Total
|
$
|
5,037.3
|
|
|
$
|
4,853.1
|
|
|
$
|
15,073.8
|
|
|
$
|
14,529.5
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit:
|
|
|
|
|
|
|
|
||||||||
Life Sciences
|
$
|
342.5
|
|
|
$
|
312.8
|
|
|
$
|
995.5
|
|
|
$
|
875.6
|
|
Diagnostics
|
266.0
|
|
|
235.1
|
|
|
782.0
|
|
|
757.4
|
|
||||
Dental / Envista
|
78.7
|
|
|
86.1
|
|
|
206.4
|
|
|
241.8
|
|
||||
Environmental & Applied Solutions
|
256.5
|
|
|
254.3
|
|
|
761.3
|
|
|
732.5
|
|
||||
Other
|
(108.9
|
)
|
|
(57.6
|
)
|
|
(302.8
|
)
|
|
(166.1
|
)
|
||||
Total
|
$
|
834.8
|
|
|
$
|
830.7
|
|
|
$
|
2,442.4
|
|
|
$
|
2,441.2
|
|
|
September 27, 2019
|
|
December 31, 2018
|
||||
Life Sciences
|
$
|
22,115.0
|
|
|
$
|
22,122.4
|
|
Diagnostics
|
14,175.1
|
|
|
14,031.1
|
|
||
Dental / Envista
|
6,009.5
|
|
|
5,897.3
|
|
||
Environmental & Applied Solutions
|
4,741.3
|
|
|
4,637.3
|
|
||
Other
|
14,490.2
|
|
|
1,144.4
|
|
||
Total
|
$
|
61,531.1
|
|
|
$
|
47,832.5
|
|
•
|
Information Relating to Forward-Looking Statements
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Critical Accounting Estimates
|
•
|
We may not complete the GE Biopharma Acquisition within the time frame we anticipate or at all; any regulatory approval of the GE Biopharma Acquisition may be subject to conditions; and the GE Biopharma Acquisition could negatively impact our business, financial statements and stock price.
|
•
|
We have outstanding debt, and our debt has increased and will increase as a result of the GE Biopharma Acquisition. Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively impact our credit ratings; and any failure to comply with the covenants that apply to our indebtedness could adversely affect our liquidity and financial statements.
|
•
|
We intend to distribute our remaining equity interest in Envista in one or more spin-off and/or split-off transactions. Any or all of these transactions may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.
|
•
|
Conditions in the global economy, the particular markets we serve and the financial markets may adversely affect our business and financial statements.
|
•
|
Significant developments or uncertainties stemming from the U.S. administration, including changes in U.S. trade policies, tariffs and the reaction of other countries thereto, could have an adverse effect on our business.
|
•
|
Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
|
•
|
We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce prices for our products and services.
|
•
|
Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.
|
•
|
Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners.
|
•
|
Certain of our businesses are subject to extensive regulation by the U.S. Food and Drug Administration and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the health care industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our reputation, ability to do business and financial statements.
|
•
|
Our products are subject to clinical trials, the results of which may be unexpected, or perceived as unfavorable by the market, and could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
The health care industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial statements.
|
•
|
Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.
|
•
|
Our acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact our financial statements.
|
•
|
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
|
•
|
Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have disposed could adversely affect our financial statements.
|
•
|
We could incur significant liability if the Envista IPO, any subsequent spin-off and/or split-off of Envista, the 2016 spin-off of Fortive Corporation (“Fortive”) or the 2015 split-off of our communications business is determined to be a taxable transaction.
|
•
|
Potential indemnification and other liabilities in connection with the Envista IPO, any subsequent spin-off and/or split-off of Envista, the 2016 spin-off of Fortive or the 2015 split-off of our communications business could materially and adversely affect our business and financial statements.
|
•
|
A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect our business, reputation and financial statements.
|
•
|
Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business, reputation and financial statements.
|
•
|
Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial statements and our business, including our reputation.
|
•
|
Our restructuring actions could have long-term adverse effects on our business.
|
•
|
We may be required to recognize impairment charges for our goodwill and other intangible assets.
|
•
|
Foreign currency exchange rates may adversely affect our financial statements.
|
•
|
Changes in our tax rates or exposure to additional income tax liabilities or assessments could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.
|
•
|
Changes in tax law relating to multinational corporations could adversely affect our tax position.
|
•
|
We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our business and financial statements.
|
•
|
If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.
|
•
|
Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
|
•
|
The U.S. government has certain rights to use and disclose some of the intellectual property that we license and could exclusively license it to a third party if we fail to achieve practical application of the intellectual property.
|
•
|
Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely affect our business, reputation and financial statements.
|
•
|
The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial statements could suffer.
|
•
|
Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners could adversely affect our financial statements.
|
•
|
Certain of our businesses rely on relationships with collaborative partners and other third parties for development, supply and marketing of certain products and potential products, and such collaborative partners or other third parties could fail to perform sufficiently.
|
•
|
Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations.
|
•
|
If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies.
|
•
|
Changes in laws or governmental regulations may reduce demand for our products or services or increase our expenses.
|
•
|
Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.
|
•
|
International economic, political, legal, compliance and business factors could negatively affect our financial statements.
|
•
|
Significant developments stemming from the United Kingdom’s referendum decision to exit the EU could have an adverse effect on our business.
|
•
|
If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
|
•
|
Our defined benefit pension plans are subject to financial market risks that could adversely affect our financial statements.
|
•
|
sales from acquired businesses; and
|
•
|
the impact of currency translation.
|
•
|
the period-to-period change in revenue (excluding sales from acquired businesses); and
|
•
|
the period-to-period change in revenue (excluding sales from acquired businesses) after applying current period foreign exchange rates to the prior year period.
|
|
% Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
|
% Change Nine- Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
||
Total sales growth (GAAP)
|
4.0
|
%
|
|
3.5
|
%
|
Less the impact of:
|
|
|
|
||
Acquisitions
|
(0.5
|
)%
|
|
(1.0
|
)%
|
Currency exchange rates
|
1.5
|
%
|
|
3.0
|
%
|
Core revenue growth (non-GAAP)
|
5.0
|
%
|
|
5.5
|
%
|
•
|
Higher 2019 core sales volumes, incremental year-over-year cost savings associated with continuing productivity improvement initiatives taken in 2018 and the impact of foreign currency exchange rates, net of incremental year-over-year costs associated with various new product development and sales, service and marketing growth investments in the third quarter of 2019 - 70 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 10 basis points
|
•
|
Transaction costs and integration preparation costs incurred in the third quarter of 2019 related to the anticipated GE Biopharma Acquisition - 60 basis points
|
•
|
Costs incurred in the third quarter of 2019 related to the Envista IPO, including separation related activities and costs related to establishing a new separate company infrastructure, primarily related to incremental salaries, benefits and rent expense - 50 basis points
|
•
|
Higher 2019 core sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives taken in 2018, net of incremental year-over-year costs associated with various new product development, sales, service and marketing growth investments and the impact of foreign currency exchange rates in the nine-month period in 2019 - 40 basis points
|
•
|
Acquisition-related transaction costs deemed significant and fair value adjustments to inventory incurred in the second quarter of 2018 (the Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period) - 10 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 10 basis points
|
•
|
Transaction costs and integration preparation costs incurred in 2019 related to the anticipated GE Biopharma Acquisition - 40 basis points
|
•
|
Costs incurred in 2019 related to the Envista IPO, including separation related activities and costs related to establishing a new separate company infrastructure, primarily related to incremental salaries, benefits and rent expense - 30 basis points
|
•
|
First quarter 2019 costs and estimated liabilities related to a legal contingency - 25 basis points.
|
•
|
Second quarter 2018 gain on resolution of acquisition-related matters - 5 basis points
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Life Sciences
|
$
|
1,695.6
|
|
|
$
|
1,596.7
|
|
|
$
|
5,035.1
|
|
|
$
|
4,677.9
|
|
Diagnostics
|
1,601.9
|
|
|
1,502.5
|
|
|
4,757.0
|
|
|
4,573.1
|
|
||||
Dental / Envista
|
659.3
|
|
|
679.5
|
|
|
2,031.1
|
|
|
2,085.5
|
|
||||
Environmental & Applied Solutions
|
1,080.5
|
|
|
1,074.4
|
|
|
3,250.6
|
|
|
3,193.0
|
|
||||
Total
|
$
|
5,037.3
|
|
|
$
|
4,853.1
|
|
|
$
|
15,073.8
|
|
|
$
|
14,529.5
|
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
($ in millions)
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
1,695.6
|
|
|
$
|
1,596.7
|
|
|
$
|
5,035.1
|
|
|
$
|
4,677.9
|
|
Operating profit
|
342.5
|
|
|
312.8
|
|
|
995.5
|
|
|
875.6
|
|
||||
Depreciation
|
31.7
|
|
|
32.6
|
|
|
96.8
|
|
|
94.8
|
|
||||
Amortization
|
89.0
|
|
|
84.2
|
|
|
267.7
|
|
|
255.4
|
|
||||
Operating profit as a % of sales
|
20.2
|
%
|
|
19.6
|
%
|
|
19.8
|
%
|
|
18.7
|
%
|
||||
Depreciation as a % of sales
|
1.9
|
%
|
|
2.0
|
%
|
|
1.9
|
%
|
|
2.0
|
%
|
||||
Amortization as a % of sales
|
5.2
|
%
|
|
5.3
|
%
|
|
5.3
|
%
|
|
5.5
|
%
|
|
% Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
|
% Change Nine- Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
||
Total sales growth (GAAP)
|
6.0
|
%
|
|
7.5
|
%
|
Less the impact of:
|
|
|
|
||
Acquisitions
|
(1.0
|
)%
|
|
(3.5
|
)%
|
Currency exchange rates
|
1.5
|
%
|
|
3.0
|
%
|
Core revenue growth (non-GAAP)
|
6.5
|
%
|
|
7.0
|
%
|
•
|
Higher 2019 core sales volumes, incremental year-over-year cost savings and the impact of foreign currency exchange rates, net of incremental year-over-year costs associated with various new product development and sales and marketing growth investments in the third quarter of 2019 - 100 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 40 basis points
|
•
|
Higher 2019 core sales volumes and incremental year-over-year cost savings, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments and the impact of foreign currency exchange rates in the nine-month period in 2019 - 125 basis points
|
•
|
Acquisition-related transaction costs deemed significant and fair value adjustments to inventory incurred in the second quarter of 2018 - 35 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 30 basis points
|
•
|
Second quarter 2018 gain on resolution of acquisition-related matters - 20 basis points
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
($ in millions)
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
1,601.9
|
|
|
$
|
1,502.5
|
|
|
$
|
4,757.0
|
|
|
$
|
4,573.1
|
|
Operating profit
|
266.0
|
|
|
235.1
|
|
|
782.0
|
|
|
757.4
|
|
||||
Depreciation
|
94.3
|
|
|
92.2
|
|
|
280.1
|
|
|
284.5
|
|
||||
Amortization
|
51.3
|
|
|
52.1
|
|
|
155.1
|
|
|
157.8
|
|
||||
Operating profit as a % of sales
|
16.6
|
%
|
|
15.6
|
%
|
|
16.4
|
%
|
|
16.6
|
%
|
||||
Depreciation as a % of sales
|
5.9
|
%
|
|
6.1
|
%
|
|
5.9
|
%
|
|
6.2
|
%
|
||||
Amortization as a % of sales
|
3.2
|
%
|
|
3.5
|
%
|
|
3.3
|
%
|
|
3.5
|
%
|
|
% Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
|
% Change Nine- Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
||
Total sales growth (GAAP)
|
6.5
|
%
|
|
4.0
|
%
|
Less the impact of:
|
|
|
|
||
Currency exchange rates
|
1.5
|
%
|
|
3.0
|
%
|
Core revenue growth (non-GAAP)
|
8.0
|
%
|
|
7.0
|
%
|
•
|
Higher 2019 core sales volumes, incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2018 and the impact of foreign currency exchange rates, net of incremental year-over-year costs associated with various new product development, sales, service and marketing growth investments and unfavorable product mix in the third quarter of 2019 - 100 basis points
|
•
|
Incremental year-over-year costs associated with various new product development, sales, service and marketing growth investments, unfavorable product mix and the impact of foreign currency exchange rates in 2019, net of higher 2019 core sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2018 - 20 basis points
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
($ in millions)
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
659.3
|
|
|
$
|
679.5
|
|
|
$
|
2,031.1
|
|
|
$
|
2,085.5
|
|
Operating profit
|
78.7
|
|
|
86.1
|
|
|
206.4
|
|
|
241.8
|
|
||||
Depreciation
|
10.0
|
|
|
9.4
|
|
|
29.8
|
|
|
29.1
|
|
||||
Amortization
|
22.3
|
|
|
22.5
|
|
|
67.3
|
|
|
68.0
|
|
||||
Operating profit as a % of sales
|
11.9
|
%
|
|
12.7
|
%
|
|
10.2
|
%
|
|
11.6
|
%
|
||||
Depreciation as a % of sales
|
1.5
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
|
1.4
|
%
|
||||
Amortization as a % of sales
|
3.4
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
% Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
|
% Change Nine- Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
||
Total sales growth (decline) (GAAP)
|
(3.0
|
)%
|
|
(2.5
|
)%
|
Less the impact of:
|
|
|
|
||
Currency exchange rates
|
1.5
|
%
|
|
2.5
|
%
|
Core revenue growth (decline) (non-GAAP)
|
(1.5
|
)%
|
|
—
|
%
|
•
|
Lower overall pricing and core sales volumes, incremental year-over-year costs associated with sales and marketing growth investments, net of lower spending on productivity initiatives in 2019, cost savings associated with productivity initiatives taken in 2018 and the impact of foreign currency exchange rates in the third quarter of 2019 - 80 basis points
|
•
|
Lower overall pricing and incremental year-over-year costs associated with sales and marketing growth investments, net of higher 2019 core sales volumes, lower spending on productivity initiatives in 2019, cost savings associated with productivity initiatives taken in 2018 and the impact of foreign currency exchange rates in 2019 - 140 basis points
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
($ in millions)
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
1,080.5
|
|
|
$
|
1,074.4
|
|
|
$
|
3,250.6
|
|
|
$
|
3,193.0
|
|
Operating profit
|
256.5
|
|
|
254.3
|
|
|
761.3
|
|
|
732.5
|
|
||||
Depreciation
|
11.6
|
|
|
11.0
|
|
|
36.6
|
|
|
34.8
|
|
||||
Amortization
|
15.3
|
|
|
15.3
|
|
|
46.5
|
|
|
46.3
|
|
||||
Operating profit as a % of sales
|
23.7
|
%
|
|
23.7
|
%
|
|
23.4
|
%
|
|
22.9
|
%
|
||||
Depreciation as a % of sales
|
1.1
|
%
|
|
1.0
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
||||
Amortization as a % of sales
|
1.4
|
%
|
|
1.4
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
|
% Change Three-Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
|
% Change Nine- Month Period Ended September 27, 2019 vs. Comparable 2018 Period
|
||
Total sales growth (GAAP)
|
0.5
|
%
|
|
2.0
|
%
|
Less the impact of:
|
|
|
|
||
Acquisitions
|
—
|
%
|
|
(0.5
|
)%
|
Currency exchange rates
|
1.5
|
%
|
|
2.5
|
%
|
Core revenue growth (non-GAAP)
|
2.0
|
%
|
|
4.0
|
%
|
•
|
Higher 2019 core sales volumes, incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2018 and the impact of foreign currency exchange rates in
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 10 basis points
|
•
|
Higher 2019 core sales volumes, incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2018 and the impact of foreign currency exchange rates in 2019, net of incremental year-over-year costs associated with sales, service and marketing growth investments - 60 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 10 basis points
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
($ in millions)
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
5,037.3
|
|
|
$
|
4,853.1
|
|
|
$
|
15,073.8
|
|
|
$
|
14,529.5
|
|
Cost of sales
|
(2,228.9
|
)
|
|
(2,162.6
|
)
|
|
(6,670.0
|
)
|
|
(6,378.3
|
)
|
||||
Gross profit
|
$
|
2,808.4
|
|
|
$
|
2,690.5
|
|
|
$
|
8,403.8
|
|
|
$
|
8,151.2
|
|
Gross profit margin
|
55.8
|
%
|
|
55.4
|
%
|
|
55.8
|
%
|
|
56.1
|
%
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||||||
($ in millions)
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Sales
|
$
|
5,037.3
|
|
|
$
|
4,853.1
|
|
|
$
|
15,073.8
|
|
|
$
|
14,529.5
|
|
Selling, general and administrative (“SG&A”) expenses
|
1,654.7
|
|
|
1,558.6
|
|
|
5,009.9
|
|
|
4,798.4
|
|
||||
Research and development (“R&D”) expenses
|
318.9
|
|
|
301.2
|
|
|
951.5
|
|
|
911.6
|
|
||||
SG&A as a % of sales
|
32.8
|
%
|
|
32.1
|
%
|
|
33.2
|
%
|
|
33.0
|
%
|
||||
R&D as a % of sales
|
6.3
|
%
|
|
6.2
|
%
|
|
6.3
|
%
|
|
6.3
|
%
|
|
Three-Month Period Ended
|
|
Nine-Month Period Ended
|
||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Effective tax rate
|
20.1
|
%
|
|
17.2
|
%
|
|
29.3
|
%
|
|
19.0
|
%
|
•
|
The expected rate for the remainder of 2019 includes the anticipated discrete income tax benefits from excess tax deductions related to the Company’s stock compensation programs, which are reflected as a reduction in tax expense, though the actual benefits (if any) will depend on the Company’s stock price and stock option exercise patterns.
|
•
|
The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection.
|
•
|
The tax effects of other discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations.
|
•
|
Any future legislative changes or potential tax reform, the impact of future regulations and guidance implementing the TCJA and any related additional tax planning efforts to address these changes.
|
|
Nine-Month Period Ended
|
||||||
($ in millions)
|
September 27, 2019
|
|
September 28, 2018
|
||||
Total operating cash flows
|
$
|
2,840.4
|
|
|
$
|
2,784.4
|
|
|
|
|
|
||||
Cash paid for acquisitions
|
$
|
(331.1
|
)
|
|
$
|
(2,173.3
|
)
|
Payments for additions to property, plant and equipment
|
(518.4
|
)
|
|
(441.3
|
)
|
||
Proceeds from sales of property, plant and equipment
|
14.1
|
|
|
1.6
|
|
||
Payments for purchases of investments
|
(165.5
|
)
|
|
(61.1
|
)
|
||
Proceeds from sale of investments
|
—
|
|
|
22.1
|
|
||
All other investing activities
|
28.9
|
|
|
—
|
|
||
Net operating cash used in investing activities
|
$
|
(972.0
|
)
|
|
$
|
(2,652.0
|
)
|
|
|
|
|
||||
Proceeds from the issuance of common stock in connection with stock-based compensation
|
$
|
115.0
|
|
|
$
|
77.3
|
|
Proceeds from the sale of common stock, net of issuance costs
|
1,443.2
|
|
|
—
|
|
||
Proceeds from the sale of preferred stock, net of issuance costs
|
1,599.6
|
|
|
—
|
|
||
Proceeds from the sale of Envista Holdings Corporation Common Stock, net of issuance costs
|
643.4
|
|
|
—
|
|
||
Payment of dividends
|
(385.0
|
)
|
|
(321.2
|
)
|
||
Net proceeds from borrowings (maturities of 90 days or less)
|
744.1
|
|
|
882.1
|
|
||
Proceeds from borrowings (maturities longer than 90 days)
|
8,137.1
|
|
|
—
|
|
||
Net repayments of borrowings (maturities longer than 90 days)
|
(680.9
|
)
|
|
(503.9
|
)
|
||
All other financing activities
|
(6.0
|
)
|
|
(16.6
|
)
|
||
Net operating cash provided by financing activities
|
$
|
11,610.5
|
|
|
$
|
117.7
|
|
•
|
Operating cash flows increased $56 million, or approximately 2.0%, during the nine-month period ended September 27, 2019 as compared to the comparable period of 2018, primarily due to higher net earnings (after excluding the noncash discrete income tax charges during the period) and the timing of payments for income taxes, partially offset by higher cash used for funding trade accounts receivable, inventories and accounts payable during the period compared to the prior year.
|
•
|
On March 1, 2019, the Company completed the underwritten public offering of 12.1 million shares of Danaher common stock at a price to the public of $123.00 per share resulting in net proceeds of approximately $1.4 billion after deducting expenses and the underwriters’ discount of $45 million. Simultaneously, the Company completed the underwritten public offering of 1.65 million shares of its MCPS resulting in net proceeds of approximately $1.6 billion, after deducting expenses and the underwriters’ discount. The Company intends to use the net proceeds from the Common Stock Offering and the MCPS Offering to fund a portion of the cash consideration payable for, and certain costs associated with, the GE Biopharma Acquisition.
|
•
|
On September 18, 2019 the Company issued approximately €6.2 billion of senior unsecured euronotes (approximately $6.8 billion based on currency exchange rates as of the date of the pricing of the notes). The proceeds from these issuances will be used to fund a portion of the cash consideration payable for the GE Biopharma Acquisition.
|
•
|
On September 20, 2019, Envista borrowed $650 million under a senior unsecured term loan and €600 million under a three-year, senior unsecured term loan facility. Envista transferred the net proceeds from these borrowings along with the net proceeds of $643 million from the Envista IPO to the Company in consideration for the Company’s transfer of the Dental businesses to Envista.
|
•
|
During the nine-month period ended September 27, 2019, the Company invested $166 million in strategic non-marketable equity securities.
|
•
|
As of September 27, 2019, the Company held approximately $14.3 billion of cash and cash equivalents.
|
•
|
Danaher intends to use a portion of the consideration received from Envista to redeem $882 million in aggregate principal amount of outstanding indebtedness in the fourth quarter of 2019. The Company expects the make-whole premiums required in connection with the redemption will be $7 million ($5 million after-tax or $0.01 per diluted share). The Company intends to use the balance of the consideration it received from Envista for quarterly cash dividend payments to its shareholders.
|
•
|
2019 operating cash flows reflected a decrease of $165 million in net earnings for the first nine months of 2019 as compared to the comparable period in 2018. However, included in net earnings for the first nine months of 2019 are $227 million of net discrete noncash tax charges, which decrease earnings without a corresponding impact to operating cash flows.
|
•
|
Net earnings for the first nine months of 2019 also reflected an increase of $10 million of depreciation and amortization expense as compared to the comparable period of 2018. Amortization expense primarily relates to the amortization of intangible assets acquired in connection with acquisitions and increased due to recently acquired businesses. Depreciation expense relates to both the Company’s manufacturing and operating facilities as well as instrumentation leased to customers under OTL arrangements and increased due primarily to the Company’s increased capital expenditures. Depreciation and amortization are noncash expenses that decrease earnings without a corresponding impact to operating cash flows.
|
•
|
The aggregate of trade accounts receivable, inventories and trade accounts payable used $277 million in operating cash flows during the first nine months of 2019, compared to $55 million of operating cash flows used in the comparable period of 2018. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period.
|
•
|
The aggregate of prepaid expenses and other assets and accrued expenses and other liabilities provided $262 million of operating cash flows during the first nine months of 2019, compared to $153 million of operating cash flows used in the comparable period of 2018. The cash flows provided in the first nine months of 2019 resulted primarily from the noncash discrete tax charges noted above and the timing of cash payments for employee-related liabilities.
|
•
|
If the GE Biopharma Acquisition is not completed on the anticipated timetable or at all, or if regulatory approval of the acquisition is subject to conditions, we may fail to realize the anticipated benefits of the GE Biopharma Acquisition on the anticipated timetable or at all.
|
•
|
The GE Biopharma Business could under-perform relative to our expectations and the price that we pay or not perform in accordance with our anticipated timetable, or we could fail to operate such business profitably.
|
•
|
The GE Biopharma Acquisition could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term.
|
•
|
Pre-closing and post-closing earnings charges related to the GE Biopharma Acquisition could adversely impact operating results in any given period, and the impact may be substantially different from period-to-period.
|
•
|
The GE Biopharma Acquisition could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address.
|
•
|
The GE Biopharma Acquisition could divert management’s attention and other resources, which could have a negative impact on our ability to manage existing operations or pursue other strategic transactions.
|
•
|
We could experience difficulty or greater-than-anticipated costs in integrating the personnel, operations and financial and other controls and systems of GE Biopharma, and could experience difficulty attracting and retaining key employees and customers.
|
•
|
We may be unable to achieve anticipated cost savings or other synergies on the timetable we expect or at all.
|
•
|
We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from GE Biopharma’s activities and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations.
|
•
|
The GE Biopharma Purchase Agreement includes provisions relating to purchase price adjustments, which may have unpredictable financial results.
|
•
|
As a result of the GE Biopharma Acquisition, we expect to record significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, we may be required to incur impairment charges.
|
(a)
|
Exhibits:
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
|
DANAHER CORPORATION
|
|
|
|
|
|
Date:
|
October 23, 2019
|
By:
|
/s/ Matthew R. McGrew
|
|
|
|
Matthew R. McGrew
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
Date:
|
October 23, 2019
|
By:
|
/s/ Robert S. Lutz
|
|
|
|
Robert S. Lutz
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
1.02
|
Other Interpretive Provisions 2324
|
1.03
|
Accounting Terms 2425
|
1.04
|
Rounding 25
|
1.05
|
References to Agreements and Laws 2526
|
1.06
|
Exchange Rates; Currency Equivalents 2526
|
1.07
|
Additional Alternative Currencies 2526
|
1.08
|
Change of Currency 2627
|
1.09
|
Times of Day 2627
|
2.02
|
Borrowings, Conversions and Continuations of Committed Loans 2728
|
2.03
|
Bid Loans 2829
|
2.04
|
Swing Line Loans 3132
|
2.05
|
Prepayments 3435
|
2.06
|
Termination or Reduction of Commitments 3536
|
2.07
|
Repayment of Loans 3536
|
2.08
|
Interest 3537
|
2.09
|
Fees 3637
|
3.01
|
Taxes 4547
|
3.02
|
Illegality 4849
|
3.03
|
Inability to Determine Rates 4850
|
3.04
|
Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans 5153
|
3.05
|
Compensation for Losses 5354
|
3.06
|
Matters Applicable to all Requests for Compensation 5355
|
5.01
|
Existence, Qualification and Power; Compliance with Laws 5658
|
5.02
|
Authorization; No Contravention 5658
|
5.03
|
Governmental Authorization; Other Consents 5758
|
5.04
|
Binding Effect 5758
|
5.05
|
Financial Statements; No Material Adverse Effect 5758
|
5.06
|
Litigation 5759
|
5.07
|
No Default 5759
|
5.08
|
Ownership of Property; Liens 5859
|
5.09
|
Environmental Compliance 5859
|
5.15
|
Beneficial Ownership 6061
|
5.16
|
EEA Financial Institutions 6061
|
6.02
|
Certificates; Other Information 6062
|
6.03
|
Notices 6263
|
6.04
|
Payment of Obligations 6264
|
6.05
|
Preservation of Existence, Etc 6264
|
6.06
|
Maintenance of Properties 6364
|
6.07
|
Compliance with Laws 6364
|
6.08
|
Inspection Rights 6365
|
6.09
|
Compliance with ERISA 6365
|
7.02
|
Fundamental Changes 6567
|
7.03
|
Use of Proceeds 6667
|
7.04
|
Consolidated Leverage Ratio 6667
|
7.05
|
Sanctions 6667
|
8.02
|
Remedies Upon Event of Default 6870
|
9.02
|
Rights as a Lender 7071
|
9.03
|
Exculpatory Provisions 7072
|
9.04
|
Reliance by Administrative Agent 7172
|
9.05
|
Delegation of Duties 7173
|
9.06
|
Resignation of Administrative Agent 7173
|
9.07
|
Non-Reliance on Administrative Agent and Other Lenders 7274
|
9.08
|
No Other Duties, Etc 7374
|
9.09
|
Administrative Agent May File Proofs of Claim 7374
|
10.01
|
Guaranty 7476
|
10.02
|
Guaranty Absolute 7476
|
10.03
|
Waivers and Acknowledgments 7677
|
10.04
|
Subrogation 7778
|
11.01
|
Amendments, Etc 7779
|
11.02
|
Notices and Other Communications; Facsimile Copies 7980
|
11.03
|
No Waiver; Cumulative Remedies 8182
|
11.04
|
Costs and Expenses 8183
|
11.05
|
Indemnification by the Company 8283
|
11.06
|
Payments Set Aside 8384
|
11.07
|
Successors and Assigns 8385
|
11.08
|
Confidentiality 8890
|
11.09
|
Set-off 8991
|
(f)
|
Capital Leases and Off Balance Sheet Obligations; and
|
(g)
|
all Guarantees of such Person in respect of any of the foregoing.
|
1.08
|
Change of Currency. (a) Each obligation of the Borrowers to make a payment
|
(b)
|
Each provision of this Agreement shall be subject to such reasonable changes of
|
(c)
|
Each provision of this Agreement also shall be subject to such reasonable
|
1.09
|
Times of Day. Unless otherwise specified, all references herein to times of day shall be
|
(g)
|
Notice to Lenders of Acceptance or Rejection of Bids. The Administrative Agent
|
(h)
|
Notice of Eurocurrency Rate. If any Bid Borrowing is to consist of Eurocurrency
|
(i)
|
Funding of Bid Loans. Each Lender that has received (A) notice pursuant to
|
(j)
|
Payment of Bid Loans. Each Borrower which has received a Bid Loan from a
|
(k)
|
Notice of Range of Bids. After each Competitive Bid auction pursuant to this
|
2.04
|
Swing Line Loans.
|
(a)
|
The Swing Line. Subject to the terms and conditions set forth herein, each
|
(c)
|
Refinancing of Swing Line Loans.
|
(i)
|
Each applicable Swing Line Lender at any time in its sole and absolute
|
(ii)
|
If for any reason any Swing Line Loan cannot be refinanced by such a
|
(iii)
|
If any Lender fails to make available to the Administrative Agent for the
|
(iv)
|
Each Lender’s obligation to make Committed Loans or to purchase and
|
(d)
|
Repayment of Participations.
|
(i)
|
At any time after any Lender has purchased and funded a risk
|
(ii)
|
If any payment received by any Swing Line Lender in respect of
|
(e)
|
Interest for Account of Swing Line Lender. Each Swing Line Lender shall be
|
(f)
|
Payments Directly to Swing Line Lender. The Company shall make all
|
2.05
|
Prepayments. (a) Each Borrower may, upon notice from the Company to the
|
(c)
|
The Company may, upon notice to each applicable Swing Line Lender (with a
|
(d)
|
If for any reason the Total Outstandings at any time exceed the Aggregate
|
(e)
|
If the Administrative Agent notifies the Company at any time that the
|
2.07
|
Repayment of Loans. (a) Each Borrower shall repay to the Lenders on the Maturity
|
(b)
|
Each Borrower shall repay each Bid Loan made to such Borrower on the last day
|
(c)
|
The Company shall repay each Swing Line Loan on the earlier to occur of (i) the
|
(d)
|
Any resignation by Bank of America as Administrative Agent pursuant to this Section
|
9.07
|
Non-Reliance on Administrative Agent and Other Lenders. Each Lender
|
9.08
|
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
|
9.09
|
Administrative Agent May File Proofs of Claim. In case of the pendency of any
|
(a)
|
to file and prove a claim for the whole amount of the principal and interest owing
|
(b)
|
to collect and receive any monies or other property payable or deliverable on any
|
(g)
|
Special Purpose Funding Vehicles. Notwithstanding anything to the contrary
|
(h)
|
Resignation as Swing Line Lender after Assignment. Notwithstanding anything
|
(i)
|
Designated Affiliates. Notwithstanding anything to the contrary contained
|
Lender
|
Commitment
|
Pro Rata Share
|
Swing Line Commitment (for Dollars)
|
Swing Line Commitment (for Euros)
|
|||||||
Bank of America, N.A.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
$37,500,000.00
|
|
|
||
Bank of America, N.A., London Branch
|
--
|
--
|
|
|
$150,000,000.00
|
|
|||||
Barclays Bank PLC
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
BNP Paribas
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
Citibank, N.A.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
$37,500,000.00
|
|
|
||
HSBC Bank USA, National Association
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
JPMorgan Chase Bank, N.A.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
Mizuho Bank, LTD
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
MUFG Bank, Ltd.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
U.S. Bank National Association
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
Wells Fargo Bank, National Association
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
The Bank of Nova Scotia
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Commerzbank AG, New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Credit Suisse AG, Cayman Islands Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Deutsche Bank AG, New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Goldman Sachs Bank USA
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Intesa Sanpaolo S.p.A., New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Lloyds Bank Corporate Markets plc
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
PNC Bank, National Association
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Royal Bank of Canada
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Banco Santander, S.A., New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Standard Chartered Bank
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Sumitomo Mitsui Banking Corporation
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Toronto-Dominion Bank, New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Morgan Stanley Bank, N.A.
|
$
|
122,500,000.00
|
|
2.450000000
|
%
|
|
|
||||
The Northern Trust Company
|
$
|
115,000,000.00
|
|
2.300000000
|
%
|
|
|
||||
Banco Bilbao Vizcaya Argentaria S.A., New York Branch
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
The Bank of New York Mellon
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
Danske Bank A/S
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
DBS Bank Ltd.
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
Nordea Bank Abp, New York Branch
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
Westpac Banking Corporation
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
ICICI Bank Limited, New York Branch
|
$
|
50,000,000.00
|
|
1.000000000
|
%
|
|
|
||||
Morgan Stanley Senior Funding Inc.
|
$
|
50,000,000.00
|
|
1.000000000
|
%
|
|
|
||||
Total
|
|
$5,000,000,000.00
|
|
100.000000000
|
%
|
|
$75,000,000.00
|
|
|
$150,000,000.00
|
|
Attention:
|
Vice President and Treasurer
|
Reference:
|
Danaher Corp.
|
ABA No.:
|
026009593
|
Lender
|
Commitment
|
Pro Rata Share
|
Swing Line Commitment (for Dollars)
|
Swing Line Commitment (for Euros)
|
|||||||
Bank of America, N.A.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
Bank of America, N.A., London Branch
|
--
|
--
|
|
|
$250,000,000.00
|
|
|||||
Barclays Bank PLC
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
BNP Paribas
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
Citibank, N.A.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
$125,000,000.00
|
|
|
||
HSBC Bank USA, National Association
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
JPMorgan Chase Bank, N.A.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
Mizuho Bank, LTD
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
MUFG Bank, Ltd.
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
U.S. Bank National Association
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
|
||||
Wells Fargo Bank, National Association
|
$
|
200,000,000.00
|
|
4.000000000
|
%
|
|
$125,000,000.00
|
|
|
||
The Bank of Nova Scotia
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Commerzbank AG, New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Credit Suisse AG, Cayman Islands Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Deutsche Bank AG, New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Goldman Sachs Bank USA
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Intesa Sanpaolo S.p.A., New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Lloyds Bank Corporate Markets plc
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
PNC Bank, National Association
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Royal Bank of Canada
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Banco Santander, S.A., New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Standard Chartered Bank
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Sumitomo Mitsui Banking Corporation
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Toronto-Dominion Bank, New York Branch
|
$
|
172,500,000.00
|
|
3.450000000
|
%
|
|
|
||||
Morgan Stanley Bank, N.A.
|
$
|
122,500,000.00
|
|
2.450000000
|
%
|
|
|
||||
The Northern Trust Company
|
$
|
115,000,000.00
|
|
2.300000000
|
%
|
|
|
||||
Banco Bilbao Vizcaya Argentaria S.A., New York Branch
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
The Bank of New York Mellon
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
Danske Bank A/S
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
DBS Bank Ltd.
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
Nordea Bank Abp, New York Branch
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
Westpac Banking Corporation
|
$
|
70,000,000.00
|
|
1.400000000
|
%
|
|
|
||||
ICICI Bank Limited, New York Branch
|
$
|
50,000,000.00
|
|
1.000000000
|
%
|
|
|
||||
Morgan Stanley Senior Funding Inc.
|
$
|
50,000,000.00
|
|
1.000000000
|
%
|
|
|
||||
Total
|
|
$5,000,000,000.00
|
|
100.000000000
|
%
|
|
$250,000,000.00
|
|
|
$250,000,000.00
|
|
Attention:
|
Vice President and Treasurer
|
Email:
|
|
|
DANAHER DEFERRED COMPENSATION PLAN
|
EFFECTIVE JANUARY 1, 2019
|
TABLE OF CONTENTS
|
||
|
|
|
ARTICLE I DEFINITIONS
|
3
|
|
ARTICLE II PARTICIPATION
|
5
|
|
ARTICLE III CREDITING OF ACCOUNTS
|
6
|
|
ARTICLE IV VESTING OF ACCOUNTS
|
8
|
|
ARTICLE V DISTRIBUTION OF BENEFITS
|
9
|
|
ARTICLE VI CLAIMS AND ADMINISTRATION
|
12
|
|
ARTICLE VII STATUS OF PLAN
|
14
|
|
ARTICLE VIII PLAN AMENDMENT OR TERMINATION
|
15
|
|
ARTICLE IX MISCELLANEOUS
|
16
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
October 23, 2019
|
By:
|
/s/ Thomas P. Joyce, Jr.
|
|
|
|
Thomas P. Joyce, Jr.
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
October 23, 2019
|
By:
|
/s/ Matthew R. McGrew
|
|
|
|
Matthew R. McGrew
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
October 23, 2019
|
By:
|
/s/ Thomas P. Joyce, Jr.
|
|
|
|
Thomas P. Joyce, Jr.
|
|
|
|
President and Chief Executive Officer
|
Date:
|
October 23, 2019
|
By:
|
/s/ Matthew R. McGrew
|
|
|
|
Matthew R. McGrew
|
|
|
|
Executive Vice President and Chief Financial Officer
|