☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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59-1995548
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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2200 Pennsylvania Avenue, N.W., Suite 800W
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20037-1701
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Washington,
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DC
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value
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DHR
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New York Stock Exchange
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4.75% Mandatory Convertible Preferred Stock, Series A, without par value
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DHR.PRA
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New York Stock Exchange
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Floating Rate Senior Notes due 2022
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DHR F 06/30/22
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New York Stock Exchange
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1.700% Senior Notes due 2022
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DHR 1.7 01/04/22
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New York Stock Exchange
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2.500% Senior Notes due 2025
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DHR 2.5 07/08/25
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New York Stock Exchange
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0.200% Senior Notes due 2026
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DHR 0.2 03/18/26
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New York Stock Exchange
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1.200% Senior Notes due 2027
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DHR 1.2 06/30/27
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New York Stock Exchange
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0.450% Senior Notes due 2028
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DHR 0.45 03/18/28
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New York Stock Exchange
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0.750% Senior Notes due 2031
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DHR 0.75 09/18/31
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New York Stock Exchange
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1.350% Senior Notes due 2039
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DHR 1.35 09/18/39
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New York Stock Exchange
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1.800% Senior Notes due 2049
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DHR 1.8 09/18/49
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New York Stock Exchange
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting company
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Emerging Growth Company
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PAGE
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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enhancing its portfolio in attractive science and technology markets through strategic capital allocation;
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strengthening its competitive advantage through consistent application of the DANAHER BUSINESS SYSTEM (“DBS”) tools; and
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•
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consistently attracting and retaining exceptional talent.
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•
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Life Sciences. The business’ life sciences technologies facilitate the process of drug discovery, development, regulatory validation and production and are sold to biopharmaceutical, food and beverage and medical customers. In the biopharmaceutical area, the business sells a broad line of filtration and purification technologies, single use bioreactors and associated accessories, hardware and engineered systems primarily to pharmaceutical and biopharmaceutical companies for use in the development and commercialization of chemically synthesized and biologically derived drugs, plasma and vaccines. Biotechnology drugs, plasma and biologically derived vaccines in particular are filtration and purification intensive and represent a significant opportunity for growth for the business in the biopharmaceutical area. The business also serves the filtration needs of the food and beverage markets, helping customers ensure the quality and safety of their products while lowering operating costs and minimizing waste. In the medical area, hospitals use the Company’s breathing circuit and intravenous filters and water filters to help control the
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•
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Industrial. Virtually all of the raw materials, process fluids and waste streams that flow through industry are candidates for multiple stages of filtration, separation and purification. In addition, most of the machines used in complex production processes require filtration to protect sensitive parts from degradation due to contamination. The business’ industrial technologies enhance the quality and efficiency of manufacturing processes and prolong equipment life in applications such as semiconductor equipment, airplanes, oil refineries, power generation turbines, petrochemical plants, municipal water plants and mobile mining equipment. Within these end-markets, demand is driven by end-users and original equipment manufacturers (“OEM”) seeking to improve product performance, increase production and efficiency, reduce operating costs, extend the life of their equipment, conserve water and meet environmental regulations.
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•
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chemistry systems use electrochemical detection and chemical reactions with patient samples to detect and quantify substances of diagnostic interest in blood, urine and other body fluids. Commonly performed tests include glucose, cholesterol, triglycerides, electrolytes, proteins and enzymes, as well as tests to detect urinary tract infections and kidney and bladder disease.
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•
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immunoassay systems also detect and quantify biochemicals of diagnostic interest (such as proteins and hormones) in body fluids, particularly in circumstances where more specialized diagnosis is required. Commonly performed immunoassay tests assess thyroid function, screen and monitor for cancer and cardiac risk and provide important information in fertility and reproductive testing.
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•
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hematology products are used for cellular analysis. The business’ hematology systems use principles of physics, optics, electronics and chemistry to separate cells of diagnostic interest and then quantify and characterize them, allowing clinicians to study formed elements in blood (such as red and white blood cells and platelets).
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microbiology systems are used for the identification of bacteria and antibiotic susceptibility testing (ID/AST) from human clinical samples, to detect and quantify bacteria related to microbial infections in urine, blood, and other body fluids, and to detect infections such as urinary tract infections, pneumonia and wound infections. The business’ technology enables direct testing of clinical isolates to ensure reliable detection of resistance to antibiotics.
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automation systems reduce manual operation and associated cost and errors from the pre-analytical through post-analytical stages including sample barcoding/information tracking, centrifugation, aliquotting, storage and conveyance. These systems along with the analyzers described above are controlled through laboratory level software that enables laboratory managers to monitor samples, results and lab efficiency.
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molecular diagnostics products, including biomedical testing instruments, systems and related consumables, enable DNA-based testing for organisms and genetic-based diseases in both clinical and non-clinical markets. These products integrate and automate the complicated and time-intensive steps associated with DNA-based testing (including sample preparation and DNA amplification and detection) to allow the testing to be performed in both laboratory and non-laboratory environments with minimal training and infrastructure. These products also include systems which commonly test for health care-associated infections, respiratory disease, sexual health and virology.
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a wide range of analytical instruments, related consumables, software and services that detect and measure chemical, physical and microbiological parameters in ultra-pure, potable, industrial, waste, ground, source and ocean water;
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ultraviolet disinfection systems, consumables and services, which disinfect billions of gallons of municipal, industrial and consumer water every day; and
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industrial water treatment solutions, including chemical treatment solutions intended to address corrosion, scaling and biological growth problems in boiler, cooling water and industrial wastewater applications as well as associated analytical services.
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the business provides innovative color and appearance solutions through standards, software, measurement devices and related services. The business’ expertise in inspiring, virtualizing, selecting, specifying, formulating and measuring color and appearance helps users improve the quality and relevance of their products and reduces costs.
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the business is a leading global provider of software for online collaboration, three-dimensional virtualization, workflow automation, quality approvals and prepress processes to manage structural design, artwork creation, color and product information for branded packaging and marketing materials. Its packaging solutions help consumer goods manufacturers improve their business processes, shorten time to market and reduce costs across internal departments and external suppliers.
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the business provides flexographic computer-to-plate imaging equipment, solutions for print process control, press control, quality assurance and digital finishing systems for the packaging, labels and commercial print industries. Its automation, print process and press control solutions help packaging manufacturers reduce lead time and satisfy their customers’ demands for smaller, more frequent print jobs.
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the business provides a variety of equipment and solutions used to give products unique identities by printing date, lot and bar codes and other information on primary and secondary packaging, applying high-quality alphanumeric codes, logos and graphics to a wide range of surfaces at a variety of production line speeds, angles and locations on a product or package. Its vision inspection and track-and-trace solutions also help pharmaceutical and consumer goods manufacturers safeguard the authenticity of their products through supply chains.
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The U.S. Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration (including any kickback or bribe), directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made in whole or in part under a federal health care program, such as Medicare or Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.
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The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) prohibits knowingly and willfully (1) executing, or attempting to execute, a scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information, mandates the adoption of standards relating to the privacy and security of patient identifiable health information and requires the reporting of certain security breaches with respect to such information. Similar to the U.S. Federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or specific intent to violate it in order to have committed a violation.
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The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act.
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The federal Civil Monetary Penalties Law prohibits, among other things, the offering or transferring of remuneration to a Medicare or Medicaid beneficiary that the person knows or should know is likely to influence the beneficiary’s selection of a particular supplier of Medicare or Medicaid payable items or services.
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The Open Payments Act requires manufacturers of medical devices covered under Medicare, Medicaid or the Children’s Health Insurance Program with specific exceptions to record payments and other transfers of value to a broad range of healthcare providers and teaching hospitals and to report this data as well as ownership and investment interests held by the physicians described above and their immediate family members to the Department of Health and Human Services (“HHS”) for subsequent public disclosure. Similar reporting requirements have also been enacted on
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the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls, which, among other things, imposes license requirements on the export from the United States of defense articles and defense services listed on the U.S. Munitions List;
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the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which, among other things, impose licensing requirements on the export, in-country transfer and re-export of certain dual-use goods, technology and software (which are items that have both commercial and military, or proliferation applications);
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the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on United States foreign policy and national security considerations; and
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the import regulatory activities of the U.S. Customs and Border Protection and other U.S. government agencies.
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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 additional conditions, we may fail to realize the anticipated benefits of the GE Biopharma Acquisition on the anticipated timetable or at all.
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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.
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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.
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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.
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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.
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The GE Biopharma Acquisition will 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.
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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.
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We may be unable to achieve anticipated cost savings or other synergies on the timetable we expect or at all.
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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.
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The GE Biopharma Purchase Agreement includes provisions relating to purchase price adjustments, which may have unpredictable financial results.
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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.
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reducing demand for our products and services (in this Annual Report, references to products and services also includes software), limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;
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increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;
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increasing price competition in our served markets;
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supply interruptions, which could disrupt our ability to produce our products;
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increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets such as real estate and tax assets;
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increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us; and
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adversely impacting market sizes and growth rates.
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correctly identify customer needs and preferences and predict future needs and preferences;
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allocate our R&D funding to products and services with higher growth prospects;
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anticipate and respond to our competitors’ development of new products and services and technological innovations;
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differentiate our offerings from our competitors’ offerings and avoid commoditization;
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innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets;
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obtain adequate intellectual property rights with respect to key technologies before our competitors do;
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successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time;
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obtain necessary regulatory approvals of appropriate scope (including with respect to medical device products by demonstrating satisfactory clinical results where applicable, as well as achieving third-party reimbursement); and
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stimulate customer demand for and convince customers to adopt new technologies.
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many of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for health care products and services and research activities. The PPACA, health care austerity measures in other countries and other potential health care reform changes and government austerity measures have reduced and may further reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services. For
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governmental and private health care providers and payors around the world are increasingly utilizing managed care for the delivery of health care services, centralizing purchasing, limiting the number of vendors that may participate in purchasing programs, forming group purchasing organizations and integrated health delivery networks and pursuing consolidation to improve their purchasing leverage and using competitive bid processes to procure health care products and services.
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businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid or fail to perform in accordance with our anticipated timetable, resulting in a failure to operate any such business profitably.
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we from time to time incur or assume significant debt in connection with our acquisitions, investments, joint ventures or strategic relationships, which can also cause a deterioration of Danaher’s credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets.
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acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term.
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pre-closing and post-closing earnings charges can adversely impact operating results in any given period, and the impact may be substantially different from period-to-period.
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acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address.
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we can experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers.
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we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, investment, joint venture or strategic relationship.
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we have assumed and 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 the acquired company’s or investee’s activities and the realization of any of these liabilities or deficiencies can increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations.
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in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results.
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as a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the fair value of our investments declines, we are required to incur impairment charges.
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we may have interests that diverge from those of our joint venture partners or other strategic partners and we may not be able to direct the management and operations of the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk.
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investing in or making loans to early-stage companies often entails a high degree of risk, and we do not always achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.
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we are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our
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we also have agreements to sell products and services to government entities and are subject to various statutes and regulations that apply to companies doing business with government entities (less than 5% of our 2019 sales were made to the U.S. federal government). The laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing and other terms and conditions that are not applicable to private contracts. Our agreements with government entities are in some cases subject to termination, reduction or modification at the convenience of the government or in the event of changes in government requirements, reductions in federal spending and other factors, and we may underestimate our costs of performing under the contract. In certain cases, a governmental entity may require us to pay back amounts it has paid to us. Government contracts that have been awarded to us following a bid process can become the subject of a bid protest by a losing bidder, which could result in loss of the contract. We are also subject to investigation and audit for compliance with the requirements governing government contracts.
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Joint ventures that we participate in can include restrictions that could compromise our control over the intellectual property, technology and proprietary information of the joint venture;
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As we expand our operations globally, increasing amounts of our data, intellectual property and technology is used and stored in countries outside the United States, and regulations in certain countries require data to be stored locally. These factors increase the risk that such data, intellectual property and technology could be stolen or otherwise compromised;
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Certain of our products have been counterfeited and we may encounter additional and/or increased levels of counterfeiting in the future;
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Governmental entities may adopt regulations or other requirements that give them rights to certain of our intellectual property, technology and/or proprietary information, such as through compulsory licensing or foreign ownership restrictions or requirements;
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In certain countries, we do not have the same ability to enforce intellectual property rights as we do in the United States;
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Governmental regulations relating to state secrecy or other topics limit our ability to transfer data or technology out of certain jurisdictions;
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Risks, costs and challenges of operating in a particular jurisdiction can result in a decision to relocate or divert operations to a different jurisdiction, potentially at higher cost.
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interruption in the transportation of materials to us and finished goods to our customers;
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differences in terms of sale, including payment terms;
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local product preferences and product requirements;
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changes in a country’s or region’s political or economic conditions, such as the devaluation of particular currencies;
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trade protection measures, embargoes and import or export restrictions and requirements;
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unexpected changes in laws or regulatory requirements, including changes in tax laws;
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capital controls and limitations on ownership and on repatriation of earnings and cash;
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the potential for nationalization of enterprises;
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changes in medical reimbursement policies and programs;
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limitations on legal rights and our ability to enforce such rights;
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difficulty in staffing and managing widespread operations;
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differing labor regulations;
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difficulties in implementing restructuring actions on a timely or comprehensive basis;
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differing protection of intellectual property; and
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greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory approvals.
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Life Sciences, 72;
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Diagnostics, 80; and
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Environmental & Applied Solutions, 57.
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Name
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Age
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Position
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Officer Since
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Steven M. Rales
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68
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Chairman of the Board
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1984
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Mitchell P. Rales
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63
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Chairman of the Executive Committee
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1984
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Thomas P. Joyce, Jr.
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59
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Chief Executive Officer and President
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2002
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Matthew R. McGrew
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48
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Executive Vice President and Chief Financial Officer
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2019
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Rainer M. Blair
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55
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Executive Vice President
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2014
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Daniel L. Comas
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56
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Executive Vice President
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1996
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William K. Daniel II
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55
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Executive Vice President
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2006
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Joakim Weidemanis
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50
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Executive Vice President
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2017
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Brian W. Ellis
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53
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Senior Vice President – General Counsel and Chief Compliance Officer
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2016
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William H. King
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52
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Senior Vice President – Strategic Development
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2005
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Angela S. Lalor
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54
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Senior Vice President – Human Resources
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2012
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Robert S. Lutz
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62
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Senior Vice President – Chief Accounting Officer
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2002
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Daniel A. Raskas
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53
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Senior Vice President – Corporate Development
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2004
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Period
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Total Number of Shares Purchased (1)
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Average Share Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(2)
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Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
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||||
September 28, 2019 - October 27, 2019
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—
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|
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—
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|
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—
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|
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20,000,000
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October 28, 2019 - November 26, 2019
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—
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|
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—
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|
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—
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|
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20,000,000
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November 27, 2019 - December 31, 2019
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22,921,984
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|
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(1
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)
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22,921,984
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20,000,000
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Total
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22,921,984
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|
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(1
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)
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22,921,984
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20,000,000
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2019
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2018
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2017
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2016
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2015
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||||||||||
Sales
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$
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17,911.1
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$
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17,048.5
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$
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15,518.8
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$
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14,097.0
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$
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11,697.4
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Operating profit
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3,269.4
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|
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3,055.1
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|
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2,572.3
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2,300.9
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1,771.9
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|||||
Net earnings from continuing operations
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2,432.3
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2,406.3
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2,172.2
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(a)(b)
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1,863.5
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(c)(d)
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1,428.7
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(f)
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|||||
Earnings from discontinued operations, net of income taxes
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575.9
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(n)
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244.6
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|
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319.9
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|
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690.2
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|
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1,928.7
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(e)
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|||||
Net earnings
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3,008.2
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|
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2,650.9
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|
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2,492.1
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(a)(b)
|
2,553.7
|
|
(c)(d)
|
3,357.4
|
|
(e)(f)
|
|||||
Mandatory convertible preferred stock (“MCPS”) dividends
|
(68.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Net earnings attributable to common stockholders
|
$
|
2,939.8
|
|
|
$
|
2,650.9
|
|
|
$
|
2,492.1
|
|
(a)(b)
|
$
|
2,553.7
|
|
(c)(d)
|
$
|
3,357.4
|
|
(e)(f)
|
Net earnings per common share from continuing operations (m):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.31
|
|
|
$
|
3.43
|
|
|
$
|
3.12
|
|
(a)(b)
|
$
|
2.70
|
|
(c)(d)
|
$
|
2.05
|
|
(f)
|
Diluted
|
$
|
3.26
|
|
|
$
|
3.39
|
|
|
$
|
3.08
|
|
(a)(b)
|
$
|
2.67
|
|
(c)(d)
|
$
|
2.02
|
|
(f)
|
Net earnings per common share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.81
|
|
(n)
|
$
|
0.35
|
|
|
$
|
0.46
|
|
|
$
|
1.00
|
|
|
$
|
2.76
|
|
(e)
|
Diluted
|
$
|
0.79
|
|
(n)
|
$
|
0.34
|
|
|
$
|
0.45
|
|
|
$
|
0.99
|
|
|
$
|
2.72
|
|
(e)
|
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
4.11
|
|
*
|
$
|
3.78
|
|
|
$
|
3.58
|
|
(a)(b)
|
$
|
3.69
|
|
(c)(d) *
|
$
|
4.81
|
|
(e)(f)
|
Diluted
|
$
|
4.05
|
|
|
$
|
3.74
|
|
*
|
$
|
3.53
|
|
(a)(b)
|
$
|
3.65
|
|
(c)(d) *
|
$
|
4.74
|
|
(e)(f)
|
Dividends declared per common share
|
$
|
0.68
|
|
(g)
|
$
|
0.64
|
|
(h)
|
$
|
0.56
|
|
(i)
|
$
|
0.57
|
|
(j)
|
$
|
0.54
|
|
(k)
|
Dividends declared per share of MCPS
|
$
|
41.43
|
|
(l)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total assets
|
$
|
62,081.6
|
|
|
$
|
47,832.5
|
|
|
$
|
46,648.6
|
|
|
$
|
45,295.3
|
|
|
$
|
48,222.2
|
|
|
Total debt
|
$
|
21,729.1
|
|
|
$
|
9,740.3
|
|
|
$
|
10,522.1
|
|
|
$
|
12,269.0
|
|
|
$
|
12,870.4
|
|
|
(a)
|
Includes $73 million ($46 million after-tax or $0.06 per diluted share) gain on sale of certain marketable equity securities. Refer to Note 16 to the Consolidated Financial Statements included in this Annual Report for additional information.
|
(b)
|
Includes $146 million ($0.21 per diluted share) of discrete tax benefits associated with the resolution of uncertain tax positions as well as the remeasurement of deferred tax assets and liabilities and the Transition Tax from the TCJA. Refer to Note 15 to the Consolidated Financial Statements included in this Annual Report for additional information.
|
(c)
|
Includes $223 million ($140 million after-tax or $0.20 per diluted share) gain on sale of certain marketable equity securities. Refer to Note 16 to the Consolidated Financial Statements included in this Annual Report for additional information.
|
(d)
|
Includes $179 million ($112 million after-tax or $0.16 per diluted share) loss on extinguishment of borrowings, net of certain deferred gains. Refer to Note 16 to the Consolidated Financial Statements included in this Annual Report for additional information.
|
(e)
|
Includes $767 million after-tax gain ($1.08 per diluted share) on disposition of the Company’s communications business.
|
(f)
|
Includes $12 million ($8 million after-tax or $0.01 per diluted share) gain on sale of certain marketable equity securities.
|
(h)
|
The Company increased its quarterly dividend rate in 2018 to $0.16 per share.
|
(i)
|
The Company increased its quarterly dividend rate in 2017 to $0.14 per share.
|
(j)
|
The Company increased its quarterly dividend rate in the first quarter of 2016 to $0.16 per share and subsequently reduced its quarterly dividend rate to $0.125 per share in the third quarter of 2016 as a result of the Fortive Disposition.
|
(n)
|
Includes $451 million after-tax gain ($0.62 per diluted share) on disposition of Envista Holdings Corporation common stock.
|
*
|
Net earnings per share amount does not add due to rounding.
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Critical Accounting Estimates
|
•
|
New Accounting Standards
|
•
|
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.
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||
Total sales growth (GAAP)
|
5.0
|
%
|
|
10.0
|
%
|
Impact of:
|
|
|
|
||
Acquisitions and other
|
(1.0
|
)%
|
|
(2.0
|
)%
|
Currency exchange rates
|
2.0
|
%
|
|
(1.0
|
)%
|
Core revenue growth (non-GAAP)
|
6.0
|
%
|
|
7.0
|
%
|
•
|
Higher 2019 core sales volumes and incremental year-over-year cost savings associated with the continued productivity improvement initiatives taken in 2019 and 2018, net of incremental year-over-year costs associated with various new product development and sales, service and marketing growth investments and the impact of foreign exchange rates - 100 basis points
|
•
|
Acquisition-related transaction costs and fair value adjustments to inventory related to the acquisition of IDT in the second quarter of 2018 - 10 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 15 basis points
|
•
|
Transaction costs and integration preparation costs related to the anticipated acquisition of the GE Biopharma Business - 50 basis points
|
•
|
Second quarter 2018 gain on resolution of acquisition-related matters - 5 basis points
|
•
|
Higher 2018 core sales volumes and incremental year-over-year cost savings associated with the continued productivity improvement initiatives taken in 2018 and 2017, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the impact of foreign exchange rates - 120 basis points
|
•
|
Restructuring, impairment and other related charges related to discontinuing a product line in the second quarter of 2017 related to the Diagnostic segment - 45 basis points
|
•
|
The incremental net dilutive effect in 2018 of acquired businesses - 25 basis points
|
•
|
Acquisition-related transaction costs and fair value adjustments to inventory related to the acquisition of IDT in the second quarter of 2018 - 10 basis points
|
|
2019
|
|
2018
|
|
2017
|
||||||
Life Sciences
|
$
|
6,951.1
|
|
|
$
|
6,471.4
|
|
|
$
|
5,710.1
|
|
Diagnostics
|
6,561.5
|
|
|
6,257.6
|
|
|
5,839.9
|
|
|||
Environmental & Applied Solutions
|
4,398.5
|
|
|
4,319.5
|
|
|
3,968.8
|
|
|||
Total
|
$
|
17,911.1
|
|
|
$
|
17,048.5
|
|
|
$
|
15,518.8
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
6,951.1
|
|
|
$
|
6,471.4
|
|
|
$
|
5,710.1
|
|
Operating profit
|
1,401.4
|
|
|
1,229.3
|
|
|
1,004.3
|
|
|||
Depreciation
|
130.5
|
|
|
127.4
|
|
|
119.0
|
|
|||
Amortization
|
356.6
|
|
|
343.8
|
|
|
308.9
|
|
|||
Operating profit as a % of sales
|
20.2
|
%
|
|
19.0
|
%
|
|
17.6
|
%
|
|||
Depreciation as a % of sales
|
1.9
|
%
|
|
2.0
|
%
|
|
2.1
|
%
|
|||
Amortization as a % of sales
|
5.1
|
%
|
|
5.3
|
%
|
|
5.4
|
%
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||
Total sales growth (GAAP)
|
7.5
|
%
|
|
13.5
|
%
|
Impact of:
|
|
|
|
||
Acquisitions and other
|
(2.5
|
)%
|
|
(5.0
|
)%
|
Currency exchange rates
|
2.0
|
%
|
|
(1.0
|
)%
|
Core revenue growth (non-GAAP)
|
7.0
|
%
|
|
7.5
|
%
|
•
|
Higher 2019 core sales volumes and incremental year-over-year cost savings associated with the continued productivity improvement initiatives taken in 2019 and 2018, net of incremental year-over-year costs associated with various new product development and sales and marketing growth investments and the impact of foreign exchange rates - 145 basis points
|
•
|
Acquisition-related transaction costs and fair value adjustments to inventory related to the acquisition of IDT in the second quarter of 2018 - 25 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 35 basis points
|
•
|
Second quarter 2018 gain on resolution of acquisition-related matters - 15 basis points
|
•
|
Higher 2018 sales volumes from existing businesses and incremental year-over-year cost savings associated with the continued productivity improvement initiatives taken in 2018 and 2017, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 180 basis points
|
•
|
2018 gain on resolution of acquisition-related matters - 20 basis points
|
•
|
The incremental net dilutive effect in 2018 of acquired businesses - 35 basis points
|
•
|
Acquisition-related charges consisting of transaction costs and fair value adjustments to inventory for the acquisition of IDT in the second quarter of 2018 - 25 basis points
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
6,561.5
|
|
|
$
|
6,257.6
|
|
|
$
|
5,839.9
|
|
Operating profit
|
1,134.1
|
|
|
1,073.8
|
|
|
871.6
|
|
|||
Depreciation
|
376.0
|
|
|
379.2
|
|
|
368.1
|
|
|||
Amortization
|
206.5
|
|
|
209.8
|
|
|
213.4
|
|
|||
Operating profit as a % of sales
|
17.3
|
%
|
|
17.2
|
%
|
|
14.9
|
%
|
|||
Depreciation as a % of sales
|
5.7
|
%
|
|
6.1
|
%
|
|
6.3
|
%
|
|||
Amortization as a % of sales
|
3.1
|
%
|
|
3.4
|
%
|
|
3.7
|
%
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||
Total sales growth (GAAP)
|
5.0
|
%
|
|
7.0
|
%
|
Impact of:
|
|
|
|
||
Currency exchange rates
|
2.0
|
%
|
|
(0.5
|
)%
|
Core revenue growth (non-GAAP)
|
7.0
|
%
|
|
6.5
|
%
|
•
|
Higher 2018 sales volumes from existing businesses and incremental year-over-year cost savings associated with the continued productivity improvement initiatives taken in 2018 and 2017, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments and the effect of year-over-year changes in foreign exchange rates - 125 basis points
|
•
|
Restructuring, impairment and other related charges related to discontinuing a product line in 2017 - 130 basis points
|
•
|
2017 gain on resolution of acquisition-related matters - 25 basis points
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
4,398.5
|
|
|
$
|
4,319.5
|
|
|
$
|
3,968.8
|
|
Operating profit
|
1,051.6
|
|
|
988.0
|
|
|
914.6
|
|
|||
Depreciation
|
48.6
|
|
|
47.0
|
|
|
43.4
|
|
|||
Amortization
|
62.0
|
|
|
62.0
|
|
|
56.5
|
|
|||
Operating profit as a % of sales
|
23.9
|
%
|
|
22.9
|
%
|
|
23.0
|
%
|
|||
Depreciation as a % of sales
|
1.1
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
|||
Amortization as a % of sales
|
1.4
|
%
|
|
1.4
|
%
|
|
1.4
|
%
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||
Total sales growth (GAAP)
|
2.0
|
%
|
|
9.0
|
%
|
Impact of:
|
|
|
|
||
Acquisitions and other
|
(0.5
|
)%
|
|
(2.0
|
)%
|
Currency exchange rates
|
2.0
|
%
|
|
(1.0
|
)%
|
Core revenue growth (non-GAAP)
|
3.5
|
%
|
|
6.0
|
%
|
•
|
Higher 2019 core sales volumes, incremental year-over-year cost savings associated with the continued productivity improvement initiatives taken in 2019 and 2018 and the impact of foreign exchange rates, net of incremental year-over-year costs associated with various new product development and sales, service and marketing growth investments - 115 basis points
|
•
|
The incremental net dilutive effect in 2019 of acquired businesses - 15 basis points
|
•
|
Higher 2018 sales volumes, incremental year-over-year cost savings associated with the continued productivity improvement initiatives taken in 2018 and 2017, and improved pricing, net of incremental year-over-year costs associated with various new product development and sales and marketing growth investments - 35 basis points
|
•
|
The incremental net dilutive effect in 2018 of acquired businesses - 45 basis points
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
17,911.1
|
|
|
$
|
17,048.5
|
|
|
$
|
15,518.8
|
|
Cost of sales
|
(7,927.4
|
)
|
|
(7,543.2
|
)
|
|
(6,947.5
|
)
|
|||
Gross profit
|
$
|
9,983.7
|
|
|
$
|
9,505.3
|
|
|
$
|
8,571.3
|
|
Gross profit margin
|
55.7
|
%
|
|
55.8
|
%
|
|
55.2
|
%
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
17,911.1
|
|
|
$
|
17,048.5
|
|
|
$
|
15,518.8
|
|
Selling, general and administrative (“SG&A”) expenses
|
(5,588.3
|
)
|
|
(5,391.0
|
)
|
|
(5,042.6
|
)
|
|||
Research and development (“R&D”) expenses
|
(1,126.0
|
)
|
|
(1,059.2
|
)
|
|
(956.4
|
)
|
|||
SG&A as a % of sales
|
31.2
|
%
|
|
31.6
|
%
|
|
32.5
|
%
|
|||
R&D as a % of sales
|
6.3
|
%
|
|
6.2
|
%
|
|
6.2
|
%
|
|
Year Ended December 31
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Effective tax rate from continuing operations
|
26.4
|
%
|
|
18.8
|
%
|
|
14.6
|
%
|
•
|
The effective tax rate of 26.4% in 2019 includes 650 basis points of net tax charges related primarily to changes in estimates associated with prior period uncertain tax positions, audit settlements, and Envista Disposition costs, net of the release of reserves for uncertain tax positions due to the expiration of statutes of limitation, release of valuation
|
•
|
The effective tax rate of 18.8% in 2018 includes 120 basis points of tax benefits primarily related to the release of reserves upon the expiration of statutes of limitation, audit settlements and release of a valuation allowance in a certain foreign tax jurisdiction. These tax benefits were partially offset by additional provisions related to completing the accounting for the enactment of the TCJA and tax costs directly related to reorganization activities associated with the Envista Disposition.
|
•
|
The effective tax rate of 14.6% in 2017 includes 560 basis points of net tax benefits due to the revaluation of deferred tax liabilities from 35.0% to 21.0% due to the TCJA and the release of reserves upon statute of limitation expiration, partially offset by income tax expense related to the Transition Tax on foreign earnings due to the TCJA and changes in estimates associated with prior period uncertain tax positions.
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Total operating cash flows provided by continuing operations
|
$
|
3,657.4
|
|
|
$
|
3,644.0
|
|
|
$
|
3,122.2
|
|
|
|
|
|
|
|
||||||
Cash paid for acquisitions
|
$
|
(331.3
|
)
|
|
$
|
(2,173.3
|
)
|
|
$
|
(385.8
|
)
|
Payments for additions to property, plant and equipment
|
(635.5
|
)
|
|
(583.5
|
)
|
|
(570.7
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
12.8
|
|
|
6.3
|
|
|
32.5
|
|
|||
Payments for purchases of investments
|
(241.0
|
)
|
|
(145.9
|
)
|
|
—
|
|
|||
Proceeds from sales of investments
|
—
|
|
|
22.2
|
|
|
137.9
|
|
|||
All other investing activities
|
28.9
|
|
|
0.3
|
|
|
(2.4
|
)
|
|||
Total investing cash used in discontinued operations
|
(72.0
|
)
|
|
(75.5
|
)
|
|
(54.9
|
)
|
|||
Net cash used in investing activities
|
$
|
(1,238.1
|
)
|
|
$
|
(2,949.4
|
)
|
|
$
|
(843.4
|
)
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of common stock in connection with stock-based compensation
|
$
|
130.1
|
|
|
$
|
96.0
|
|
|
$
|
68.8
|
|
Proceeds from the public offering of common stock, net of issuance costs
|
1,443.2
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the public offering of preferred stock, net of issuance costs
|
1,599.6
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from the sale of Envista Holdings Corporation common stock, net of issuance costs
|
643.4
|
|
|
—
|
|
|
—
|
|
|||
Payment of dividends
|
(526.7
|
)
|
|
(433.4
|
)
|
|
(378.3
|
)
|
|||
Payment for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(64.4
|
)
|
|||
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)
|
2,801.8
|
|
|
65.7
|
|
|
(3,778.5
|
)
|
|||
Proceeds from borrowings (maturities longer than 90 days)
|
12,112.8
|
|
|
—
|
|
|
1,782.1
|
|
|||
Repayments of borrowings (maturities longer than 90 days)
|
(1,564.5
|
)
|
|
(507.8
|
)
|
|
(668.4
|
)
|
|||
Make-whole premiums to redeem borrowings prior to maturity
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|||
All other financing activities
|
(43.3
|
)
|
|
(17.9
|
)
|
|
(59.8
|
)
|
|||
Cash distributions to Envista Holdings Corporation, net
|
(224.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
$
|
16,365.9
|
|
|
$
|
(797.4
|
)
|
|
$
|
(3,098.5
|
)
|
•
|
Operating cash flows from continuing operations increased $13 million, or less than 1%, during 2019 as compared to 2018, due primarily to higher net earnings, which included higher noncash charges for depreciation, amortization, and stock compensation, and the impact of a noncash discrete income tax charge in 2019, net of higher cash used for funding trade accounts receivable, inventories and trade accounts payable in 2019 compared to 2018. In addition, lower cash used for payments for various employee-related liabilities, customer funding and accrued expenses increased operating cash flows from continuing operations in 2019 compared to 2018.
|
•
|
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. 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 underwritten public offerings of its Common Stock and MCPS (the “Common Stock Offering” and “MCPS Offering”, respectively) to fund a portion of the cash consideration payable for, and certain costs associated with, the GE Biopharma Acquisition.
|
•
|
In the second half of 2019, the Company issued approximately €6.2 billion of senior unsecured euronotes and approximately $4.0 billion of senior unsecured notes. The proceeds from these issuances will be used to fund a portion of the cash consideration payable for the GE Biopharma Acquisition.
|
•
|
On December 18, 2019, Danaher completed the Envista Disposition. Prior to the IPO, 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.
|
•
|
Danaher used 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 (consisting of the Company’s 2.4% senior unsecured notes due 2020 and 5.0% senior unsecured notes due 2020 (collectively the “Redeemed Notes”)), as well as the make-whole premiums and accrued and unpaid interest required to be paid in connection with such redemptions. The Company used the balance of the consideration it received from Envista to redeem commercial paper borrowings as they matured.
|
•
|
Net cash used in investing activities during 2019 consisted primarily of cash paid for acquisitions, additions to property, plant and equipment and payments for purchases of investments. The Company acquired five businesses during 2019 for total consideration (including assumed debt and net of cash acquired) of $331 million. Payments for additions to property, plant and equipment increased $52 million in 2019 compared to 2018 and included investments in operating assets and new facilities. In addition, in 2019, the Company invested $241 million in non-marketable equity securities and a partnership.
|
•
|
As of December 31, 2019, the Company held approximately $19.9 billion of cash and cash equivalents.
|
•
|
2019 operating cash flows benefited from higher net earnings in 2019 as compared to 2018. Net earnings for 2019 include noncash discrete income tax charges totaling $215 million, which decreased net earnings without a corresponding impact to operating cash flows.
|
•
|
Net earnings for 2019 reflected an increase of $12 million of depreciation and amortization expense as compared to 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 operating-type lease arrangements and increased due primarily to the impact of 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 $160 million in operating cash flows during 2019, compared to $41 million of operating cash flows provided in 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, deferred income taxes and accrued expenses and other liabilities provided $37 million in operating cash flows during 2019, compared to $121 million used in 2018. The noncash discrete tax charge, the timing of cash payments for taxes, various employee-related liabilities, customer funding and accrued expenses drove the majority of this change.
|
($ in millions)
|
Total
|
|
Less Than
One Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than
5 Years
|
||||||||||
Debt and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt obligations (a)(b)
|
$
|
21,714.9
|
|
|
$
|
211.3
|
|
|
$
|
2,160.4
|
|
|
$
|
6,237.3
|
|
|
$
|
13,105.9
|
|
Capital lease obligations (b)
|
14.2
|
|
|
1.1
|
|
|
13.1
|
|
|
—
|
|
|
—
|
|
|||||
Total debt and leases
|
21,729.1
|
|
|
212.4
|
|
|
2,173.5
|
|
|
6,237.3
|
|
|
13,105.9
|
|
|||||
Interest payments on debt and capital lease obligations (c)
|
3,041.1
|
|
|
256.5
|
|
|
488.3
|
|
|
443.1
|
|
|
1,853.2
|
|
|||||
Operating lease obligations (d)
|
888.2
|
|
|
179.5
|
|
|
267.4
|
|
|
196.4
|
|
|
244.9
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase obligations (e)
|
594.3
|
|
|
545.1
|
|
|
46.8
|
|
|
2.1
|
|
|
0.3
|
|
|||||
Other long-term liabilities reflected on the Company’s Consolidated Balance Sheet (f)
|
4,711.8
|
|
|
—
|
|
|
625.1
|
|
|
482.6
|
|
|
3,604.1
|
|
|||||
Total
|
$
|
30,964.5
|
|
|
$
|
1,193.5
|
|
|
$
|
3,601.1
|
|
|
$
|
7,361.5
|
|
|
$
|
18,808.4
|
|
(a)
|
As described in Note 11 to the Consolidated Financial Statements.
|
(b)
|
Amounts do not include interest payments. Interest on debt and capital lease obligations is reflected in a separate line in the table.
|
(c)
|
Interest payments on debt are projected for future periods using the interest rates in effect as of December 31, 2019. Certain of these projected interest payments may differ in the future based on changes in market interest rates.
|
(d)
|
Amounts reflect undiscounted future operating lease payments under Accounting Standards Update No. 2016-02, Leases (Topic 842), while the current and long-term operating lease liabilities in the accompanying Consolidated Balance Sheet reflect the discounted future operating lease payments. Refer to Note 5 to the Consolidated Financial Statements for further information.
|
(e)
|
Consist of agreements to purchase goods or services that are enforceable, legally binding on the Company, and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction.
|
(f)
|
Primarily consist of obligations under product service and warranty policies and allowances, performance and operating cost guarantees, estimated environmental remediation costs, self-insurance and litigation claims, postretirement benefits, pension obligations, deferred tax liabilities and deferred compensation obligations. The timing of cash flows associated with these obligations is based upon management’s estimates over the terms of these arrangements and is largely based upon historical experience. Other long-term liabilities reflected in the accompanying Consolidated Balance Sheet include the above amounts as well as the long-term operating lease liabilities, which are reflected on a discounted basis in the Consolidated Balance Sheet.
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
($ in millions)
|
Total
|
|
Less Than
One Year |
|
1-3 Years
|
|
4-5 Years
|
|
More Than
5 Years |
||||||||||
Guarantees and related instruments
|
$
|
575.7
|
|
|
$
|
498.4
|
|
|
$
|
56.9
|
|
|
$
|
11.1
|
|
|
$
|
9.3
|
|
|
As of December 31
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
19,912.3
|
|
|
$
|
787.8
|
|
Trade accounts receivable, less allowance for doubtful accounts of $103.7 as of December 31, 2019 and $102.5 as of December 31, 2018
|
3,191.4
|
|
|
3,029.8
|
|
||
Inventories
|
1,628.3
|
|
|
1,631.4
|
|
||
Prepaid expenses and other current assets
|
864.6
|
|
|
858.0
|
|
||
Current assets, discontinued operations
|
—
|
|
|
786.8
|
|
||
Total current assets
|
25,596.6
|
|
|
7,093.8
|
|
||
Property, plant and equipment, net
|
2,302.0
|
|
|
2,249.6
|
|
||
Other long-term assets
|
1,720.8
|
|
|
571.0
|
|
||
Goodwill
|
22,712.5
|
|
|
22,580.5
|
|
||
Other intangible assets, net
|
9,749.7
|
|
|
10,282.8
|
|
||
Other assets, discontinued operations
|
—
|
|
|
5,054.8
|
|
||
Total assets
|
$
|
62,081.6
|
|
|
$
|
47,832.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
212.4
|
|
|
$
|
51.8
|
|
Trade accounts payable
|
1,514.4
|
|
|
1,495.4
|
|
||
Accrued expenses and other liabilities
|
3,205.3
|
|
|
2,689.3
|
|
||
Current liabilities, discontinued operations
|
—
|
|
|
605.0
|
|
||
Total current liabilities
|
4,932.1
|
|
|
4,841.5
|
|
||
Other long-term liabilities
|
5,350.9
|
|
|
4,701.6
|
|
||
Long-term debt
|
21,516.7
|
|
|
9,688.5
|
|
||
Long-term liabilities, discontinued operations
|
—
|
|
|
374.2
|
|
||
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 as of December 31, 2019; no shares issued or outstanding as of December 31, 2018
|
1,599.6
|
|
|
—
|
|
||
Common stock - $0.01 par value, 2.0 billion shares authorized; 835.5 million issued and 695.5 million outstanding as of December 31, 2019; 817.9 million issued and 701.5 million outstanding as of December 31, 2018
|
8.4
|
|
|
8.2
|
|
||
Additional paid-in capital
|
7,564.6
|
|
|
5,834.3
|
|
||
Retained earnings
|
24,166.3
|
|
|
25,163.0
|
|
||
Accumulated other comprehensive income (loss)
|
(3,068.3
|
)
|
|
(2,791.1
|
)
|
||
Total Danaher stockholders’ equity
|
30,270.6
|
|
|
28,214.4
|
|
||
Noncontrolling interests
|
11.3
|
|
|
12.3
|
|
||
Total stockholders’ equity
|
30,281.9
|
|
|
28,226.7
|
|
||
Total liabilities and stockholders’ equity
|
$
|
62,081.6
|
|
|
$
|
47,832.5
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
17,911.1
|
|
|
$
|
17,048.5
|
|
|
$
|
15,518.8
|
|
Cost of sales
|
(7,927.4
|
)
|
|
(7,543.2
|
)
|
|
(6,947.5
|
)
|
|||
Gross profit
|
9,983.7
|
|
|
9,505.3
|
|
|
8,571.3
|
|
|||
Operating costs:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(5,588.3
|
)
|
|
(5,391.0
|
)
|
|
(5,042.6
|
)
|
|||
Research and development expenses
|
(1,126.0
|
)
|
|
(1,059.2
|
)
|
|
(956.4
|
)
|
|||
Operating profit
|
3,269.4
|
|
|
3,055.1
|
|
|
2,572.3
|
|
|||
Nonoperating income (expense):
|
|
|
|
|
|
||||||
Other income, net
|
12.0
|
|
|
34.5
|
|
|
103.5
|
|
|||
Loss on early extinguishment of borrowings
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
(108.6
|
)
|
|
(136.9
|
)
|
|
(140.1
|
)
|
|||
Interest income
|
139.0
|
|
|
9.2
|
|
|
7.5
|
|
|||
Earnings from continuing operations before income taxes
|
3,305.3
|
|
|
2,961.9
|
|
|
2,543.2
|
|
|||
Income taxes
|
(873.0
|
)
|
|
(555.6
|
)
|
|
(371.0
|
)
|
|||
Net earnings from continuing operations
|
2,432.3
|
|
|
2,406.3
|
|
|
2,172.2
|
|
|||
Earnings from discontinued operations, net of income taxes
|
575.9
|
|
|
244.6
|
|
|
319.9
|
|
|||
Net earnings
|
3,008.2
|
|
|
2,650.9
|
|
|
2,492.1
|
|
|||
Mandatory convertible preferred stock dividends
|
(68.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings attributable to common stockholders
|
$
|
2,939.8
|
|
|
$
|
2,650.9
|
|
|
$
|
2,492.1
|
|
Net earnings per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.31
|
|
|
$
|
3.43
|
|
|
$
|
3.12
|
|
Diluted
|
$
|
3.26
|
|
|
$
|
3.39
|
|
|
$
|
3.08
|
|
Net earnings per common share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.81
|
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
Diluted
|
$
|
0.79
|
|
|
$
|
0.34
|
|
|
$
|
0.45
|
|
Net earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.11
|
|
*
|
$
|
3.78
|
|
|
$
|
3.58
|
|
Diluted
|
$
|
4.05
|
|
|
$
|
3.74
|
|
*
|
$
|
3.53
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
715.0
|
|
|
700.6
|
|
|
695.8
|
|
|||
Diluted
|
725.5
|
|
|
710.2
|
|
|
706.1
|
|
*
|
Net earnings per common share amount does not add due to rounding.
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net earnings
|
$
|
3,008.2
|
|
|
$
|
2,650.9
|
|
|
$
|
2,492.1
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(75.2
|
)
|
|
(632.2
|
)
|
|
976.1
|
|
|||
Pension and postretirement plan benefit adjustments
|
(90.4
|
)
|
|
(12.7
|
)
|
|
71.0
|
|
|||
Unrealized gain (loss) on available-for-sale securities
|
1.2
|
|
|
(0.8
|
)
|
|
(19.6
|
)
|
|||
Cash flow hedge adjustments
|
(112.8
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss), net of income taxes
|
(277.2
|
)
|
|
(645.7
|
)
|
|
1,027.5
|
|
|||
Comprehensive income
|
$
|
2,731.0
|
|
|
$
|
2,005.2
|
|
|
$
|
3,519.6
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Preferred stock:
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Mandatory Convertible Preferred Stock
|
1,599.6
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
$
|
1,599.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock:
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
8.2
|
|
|
$
|
8.1
|
|
|
$
|
8.1
|
|
Common stock-based award activity
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Issuance of common stock
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
$
|
8.4
|
|
|
$
|
8.2
|
|
|
$
|
8.1
|
|
Additional paid-in capital:
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
5,834.3
|
|
|
$
|
5,538.2
|
|
|
$
|
5,312.9
|
|
Common stock-based award activity
|
314.7
|
|
|
252.8
|
|
|
214.1
|
|
|||
Common stock issued in connection with acquisitions
|
—
|
|
|
23.9
|
|
|
—
|
|
|||
Common stock issued in connection with LYONs’ conversions
|
32.5
|
|
|
19.4
|
|
|
12.4
|
|
|||
Issuance of common stock
|
1,443.1
|
|
|
—
|
|
|
—
|
|
|||
Change in noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||
Sale of Envista Holdings Corporation common stock
|
(60.0
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
$
|
7,564.6
|
|
|
$
|
5,834.3
|
|
|
$
|
5,538.2
|
|
Retained earnings:
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
25,163.0
|
|
|
$
|
22,806.1
|
|
|
$
|
20,703.5
|
|
Adoption of accounting standards
|
—
|
|
|
154.5
|
|
|
—
|
|
|||
Net earnings
|
3,008.2
|
|
|
2,650.9
|
|
|
2,492.1
|
|
|||
Common stock dividends declared
|
(484.4
|
)
|
|
(448.5
|
)
|
|
(389.5
|
)
|
|||
Mandatory Convertible Preferred Stock dividends declared
|
(68.4
|
)
|
|
—
|
|
|
—
|
|
|||
Tendered common stock in exchange offer for Envista Holdings Corporation common stock
|
(3,452.1
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
$
|
24,166.3
|
|
|
$
|
25,163.0
|
|
|
$
|
22,806.1
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
(2,791.1
|
)
|
|
$
|
(1,994.2
|
)
|
|
$
|
(3,021.7
|
)
|
Adoption of accounting standards
|
—
|
|
|
(151.2
|
)
|
|
—
|
|
|||
Other comprehensive income (loss)
|
(277.2
|
)
|
|
(645.7
|
)
|
|
1,027.5
|
|
|||
Balance, end of period
|
$
|
(3,068.3
|
)
|
|
$
|
(2,791.1
|
)
|
|
$
|
(1,994.2
|
)
|
Noncontrolling interests:
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
12.3
|
|
|
$
|
9.6
|
|
|
$
|
74.0
|
|
Activity related to Envista Holdings Corporation
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|||
Change in noncontrolling interests
|
2.3
|
|
|
2.7
|
|
|
(64.4
|
)
|
|||
Balance, end of period
|
$
|
11.3
|
|
|
$
|
12.3
|
|
|
$
|
9.6
|
|
Total stockholders’ equity, end of period
|
$
|
30,281.9
|
|
|
$
|
28,226.7
|
|
|
$
|
26,367.8
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
3,008.2
|
|
|
$
|
2,650.9
|
|
|
$
|
2,492.1
|
|
Less: earnings from discontinued operations, net of income taxes
|
575.9
|
|
|
244.6
|
|
|
319.9
|
|
|||
Net earnings from continuing operations
|
2,432.3
|
|
|
2,406.3
|
|
|
2,172.2
|
|
|||
Noncash items:
|
|
|
|
|
|
||||||
Depreciation
|
564.4
|
|
|
562.1
|
|
|
538.1
|
|
|||
Amortization
|
625.1
|
|
|
615.6
|
|
|
578.8
|
|
|||
Stock-based compensation expense
|
158.8
|
|
|
138.1
|
|
|
127.1
|
|
|||
Restructuring and impairment charges
|
—
|
|
|
1.7
|
|
|
49.3
|
|
|||
Pretax gain on sales of investments
|
—
|
|
|
—
|
|
|
(72.8
|
)
|
|||
Change in deferred income taxes
|
(415.2
|
)
|
|
(252.2
|
)
|
|
(428.5
|
)
|
|||
Change in trade accounts receivable, net
|
(156.4
|
)
|
|
(54.5
|
)
|
|
(142.5
|
)
|
|||
Change in inventories
|
(21.9
|
)
|
|
(134.4
|
)
|
|
3.1
|
|
|||
Change in trade accounts payable
|
18.1
|
|
|
229.6
|
|
|
(53.9
|
)
|
|||
Change in prepaid expenses and other assets
|
47.7
|
|
|
75.9
|
|
|
(12.9
|
)
|
|||
Change in accrued expenses and other liabilities
|
404.5
|
|
|
55.8
|
|
|
364.2
|
|
|||
Total operating cash provided by continuing operations
|
3,657.4
|
|
|
3,644.0
|
|
|
3,122.2
|
|
|||
Total operating cash provided by discontinued operations
|
294.2
|
|
|
378.0
|
|
|
355.6
|
|
|||
Net cash provided by operating activities
|
3,951.6
|
|
|
4,022.0
|
|
|
3,477.8
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions
|
(331.3
|
)
|
|
(2,173.3
|
)
|
|
(385.8
|
)
|
|||
Payments for additions to property, plant and equipment
|
(635.5
|
)
|
|
(583.5
|
)
|
|
(570.7
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
12.8
|
|
|
6.3
|
|
|
32.5
|
|
|||
Payments for purchases of investments
|
(241.0
|
)
|
|
(145.9
|
)
|
|
—
|
|
|||
Proceeds from sales of investments
|
—
|
|
|
22.2
|
|
|
137.9
|
|
|||
All other investing activities
|
28.9
|
|
|
0.3
|
|
|
(2.4
|
)
|
|||
Total investing cash used in continuing operations
|
(1,166.1
|
)
|
|
(2,873.9
|
)
|
|
(788.5
|
)
|
|||
Total investing cash used in discontinued operations
|
(72.0
|
)
|
|
(75.5
|
)
|
|
(54.9
|
)
|
|||
Net cash used in investing activities
|
(1,238.1
|
)
|
|
(2,949.4
|
)
|
|
(843.4
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the issuance of common stock in connection with stock-based compensation
|
130.1
|
|
|
96.0
|
|
|
68.8
|
|
|||
Proceeds from the public offering of common stock, net of issuance costs
|
1,443.2
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the public offering of preferred stock, net of issuance costs
|
1,599.6
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from the sale of Envista Holdings Corporation common stock, net of issuance costs
|
643.4
|
|
|
—
|
|
|
—
|
|
|||
Payment of dividends
|
(526.7
|
)
|
|
(433.4
|
)
|
|
(378.3
|
)
|
|||
Payment for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(64.4
|
)
|
|||
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)
|
2,801.8
|
|
|
65.7
|
|
|
(3,778.5
|
)
|
|||
Proceeds from borrowings (maturities longer than 90 days)
|
12,112.8
|
|
|
—
|
|
|
1,782.1
|
|
|||
Repayments of borrowings (maturities longer than 90 days)
|
(1,564.5
|
)
|
|
(507.8
|
)
|
|
(668.4
|
)
|
|||
Make-whole premiums to redeem borrowings prior to maturity
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|||
All other financing activities
|
(43.3
|
)
|
|
(17.9
|
)
|
|
(59.8
|
)
|
|||
Total financing cash provided by (used in) continuing operations
|
16,589.9
|
|
|
(797.4
|
)
|
|
(3,098.5
|
)
|
|||
Cash distributions to Envista Holdings Corporation, net
|
(224.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
16,365.9
|
|
|
(797.4
|
)
|
|
(3,098.5
|
)
|
|||
Effect of exchange rate changes on cash and equivalents
|
45.1
|
|
|
(117.7
|
)
|
|
130.7
|
|
|||
Net change in cash and equivalents
|
19,124.5
|
|
|
157.5
|
|
|
(333.4
|
)
|
|||
Beginning balance of cash and equivalents
|
787.8
|
|
|
630.3
|
|
|
963.7
|
|
|||
Ending balance of cash and equivalents
|
$
|
19,912.3
|
|
|
$
|
787.8
|
|
|
$
|
630.3
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure:
|
|
|
|
|
|
||||||
Shares redeemed through the split-off of Envista Holdings Corporation (22.9 shares held as Treasury shares)
|
$
|
3,452.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Category
|
|
Useful Life
|
Buildings
|
|
30 years
|
Leased assets and leasehold improvements
|
|
Amortized over the lesser of the economic life of the asset or
the term of the lease
|
Machinery and equipment
|
|
3 – 10 years
|
Customer-leased instruments
|
|
5 – 7 years
|
|
Foreign Currency Translation Adjustments
|
|
Pension & Postretirement Plan Benefit Adjustments
|
|
Unrealized Gain (Loss) on Available-For-Sale Securities
|
|
Cash Flow Hedge Adjustments
|
|
Total
|
||||||||||
Balance, January 1, 2017
|
$
|
(2,398.2
|
)
|
|
$
|
(642.2
|
)
|
|
$
|
18.7
|
|
|
$
|
—
|
|
|
$
|
(3,021.7
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
976.1
|
|
|
62.4
|
|
|
41.7
|
|
|
—
|
|
|
1,080.2
|
|
|||||
Income tax impact
|
—
|
|
|
(13.4
|
)
|
|
(15.7
|
)
|
|
—
|
|
|
(29.1
|
)
|
|||||
Other comprehensive income (loss) before reclassifications, net of income taxes
|
976.1
|
|
|
49.0
|
|
|
26.0
|
|
|
—
|
|
|
1,051.1
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase (decrease)
|
—
|
|
|
28.7
|
|
(a)
|
(72.8
|
)
|
(b)
|
—
|
|
|
(44.1
|
)
|
|||||
Income tax impact
|
—
|
|
|
(6.7
|
)
|
|
27.2
|
|
|
—
|
|
|
20.5
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
22.0
|
|
|
(45.6
|
)
|
|
—
|
|
|
(23.6
|
)
|
|||||
Net current period other comprehensive income (loss), net of income taxes
|
976.1
|
|
|
71.0
|
|
|
(19.6
|
)
|
|
—
|
|
|
1,027.5
|
|
|||||
Balance, December 31, 2017
|
(1,422.1
|
)
|
|
(571.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(1,994.2
|
)
|
|||||
Adoption of accounting standards
|
(43.8
|
)
|
|
(107.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(151.2
|
)
|
|||||
Balance, January 1, 2018
|
(1,465.9
|
)
|
|
(678.4
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(2,145.4
|
)
|
|||||
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease
|
(632.2
|
)
|
|
(44.9
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(678.2
|
)
|
|||||
Income tax impact
|
—
|
|
|
9.2
|
|
|
0.3
|
|
|
—
|
|
|
9.5
|
|
|||||
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(632.2
|
)
|
|
(35.7
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(668.7
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
—
|
|
|
30.3
|
|
(a)
|
—
|
|
|
—
|
|
|
30.3
|
|
|||||
Income tax impact
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
23.0
|
|
|||||
Net current period other comprehensive income (loss), net of income taxes
|
(632.2
|
)
|
|
(12.7
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(645.7
|
)
|
|||||
Balance, December 31, 2018
|
(2,098.1
|
)
|
|
(691.1
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(2,791.1
|
)
|
|||||
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase
|
(178.4
|
)
|
|
(149.6
|
)
|
|
1.6
|
|
|
(149.2
|
)
|
|
(475.6
|
)
|
|||||
Income tax impact
|
(5.8
|
)
|
|
32.0
|
|
|
(0.4
|
)
|
|
9.0
|
|
|
34.8
|
|
|||||
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(184.2
|
)
|
|
(117.6
|
)
|
|
1.2
|
|
|
(140.2
|
)
|
|
(440.8
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
109.0
|
|
(d)
|
35.7
|
|
(a)
|
—
|
|
|
27.5
|
|
(c)
|
172.2
|
|
|||||
Income tax impact
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(8.6
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
109.0
|
|
|
27.2
|
|
|
—
|
|
|
27.4
|
|
|
163.6
|
|
|||||
Net current period other comprehensive income (loss), net of income taxes
|
(75.2
|
)
|
|
(90.4
|
)
|
|
1.2
|
|
|
(112.8
|
)
|
|
(277.2
|
)
|
|||||
Balance, December 31, 2019
|
$
|
(2,173.3
|
)
|
|
$
|
(781.5
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(112.8
|
)
|
|
$
|
(3,068.3
|
)
|
(a)
|
This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension and postretirement cost (refer to Notes 13 and 14 for additional details).
|
(b)
|
Included in other income, net in the accompanying Consolidated Statement of Earnings (refer to Note 16 for additional details).
|
|
Life Sciences
|
|
Diagnostics
|
|
Environmental & Applied Solutions
|
|
Total
|
||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Geographical region:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
2,595.5
|
|
|
$
|
2,531.6
|
|
|
$
|
1,885.3
|
|
|
$
|
7,012.4
|
|
Western Europe
|
1,875.5
|
|
|
1,132.5
|
|
|
1,048.5
|
|
|
4,056.5
|
|
||||
Other developed markets
|
585.7
|
|
|
401.7
|
|
|
124.9
|
|
|
1,112.3
|
|
||||
High-growth markets
|
1,894.4
|
|
|
2,495.7
|
|
|
1,339.8
|
|
|
5,729.9
|
|
||||
Total
|
$
|
6,951.1
|
|
|
$
|
6,561.5
|
|
|
$
|
4,398.5
|
|
|
$
|
17,911.1
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue type:
|
|
|
|
|
|
|
|
||||||||
Recurring
|
$
|
4,411.2
|
|
|
$
|
5,524.5
|
|
|
$
|
2,371.8
|
|
|
$
|
12,307.5
|
|
Nonrecurring
|
2,539.9
|
|
|
1,037.0
|
|
|
2,026.7
|
|
|
5,603.6
|
|
||||
Total
|
$
|
6,951.1
|
|
|
$
|
6,561.5
|
|
|
$
|
4,398.5
|
|
|
$
|
17,911.1
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Geographical region:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
2,295.6
|
|
|
$
|
2,403.4
|
|
|
$
|
1,770.7
|
|
|
$
|
6,469.7
|
|
Western Europe
|
1,846.7
|
|
|
1,155.4
|
|
|
1,059.1
|
|
|
4,061.2
|
|
||||
Other developed markets
|
570.0
|
|
|
379.1
|
|
|
125.7
|
|
|
1,074.8
|
|
||||
High-growth markets
|
1,759.1
|
|
|
2,319.7
|
|
|
1,364.0
|
|
|
5,442.8
|
|
||||
Total
|
$
|
6,471.4
|
|
|
$
|
6,257.6
|
|
|
$
|
4,319.5
|
|
|
$
|
17,048.5
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue type:
|
|
|
|
|
|
|
|
||||||||
Recurring
|
$
|
4,131.8
|
|
|
$
|
5,272.0
|
|
|
$
|
2,280.0
|
|
|
$
|
11,683.8
|
|
Nonrecurring
|
2,339.6
|
|
|
985.6
|
|
|
2,039.5
|
|
|
5,364.7
|
|
||||
Total
|
$
|
6,471.4
|
|
|
$
|
6,257.6
|
|
|
$
|
4,319.5
|
|
|
$
|
17,048.5
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Trade accounts receivable
|
$
|
9.0
|
|
|
$
|
41.1
|
|
|
$
|
21.6
|
|
Inventories
|
9.3
|
|
|
14.8
|
|
|
20.9
|
|
|||
Property, plant and equipment
|
3.9
|
|
|
88.4
|
|
|
9.0
|
|
|||
Goodwill
|
217.1
|
|
|
1,275.4
|
|
|
264.8
|
|
|||
Other intangible assets, primarily customer relationships, trade names and technology
|
113.6
|
|
|
850.7
|
|
|
154.5
|
|
|||
Trade accounts payable
|
(3.2
|
)
|
|
(6.7
|
)
|
|
(9.9
|
)
|
|||
Other assets and liabilities, net
|
(18.4
|
)
|
|
(66.5
|
)
|
|
(75.1
|
)
|
|||
Net assets acquired
|
331.3
|
|
|
2,197.2
|
|
|
385.8
|
|
|||
Less: noncash consideration
|
—
|
|
|
(23.9
|
)
|
|
—
|
|
|||
Net cash consideration
|
$
|
331.3
|
|
|
$
|
2,173.3
|
|
|
$
|
385.8
|
|
|
IDT
|
|
Others
|
|
Total
|
||||||
Trade accounts receivable
|
$
|
36.0
|
|
|
$
|
5.1
|
|
|
$
|
41.1
|
|
Inventories
|
14.8
|
|
|
—
|
|
|
14.8
|
|
|||
Property, plant and equipment
|
88.2
|
|
|
0.2
|
|
|
88.4
|
|
|||
Goodwill
|
1,212.6
|
|
|
62.8
|
|
|
1,275.4
|
|
|||
Other intangible assets, primarily customer relationships, trade names and technology
|
811.0
|
|
|
39.7
|
|
|
850.7
|
|
|||
Trade accounts payable
|
(5.5
|
)
|
|
(1.2
|
)
|
|
(6.7
|
)
|
|||
Other assets and liabilities, net
|
(55.0
|
)
|
|
(11.5
|
)
|
|
(66.5
|
)
|
|||
Net assets acquired
|
2,102.1
|
|
|
95.1
|
|
|
2,197.2
|
|
|||
Less: noncash consideration
|
(23.9
|
)
|
|
—
|
|
|
(23.9
|
)
|
|||
Net cash consideration
|
$
|
2,078.2
|
|
|
$
|
95.1
|
|
|
$
|
2,173.3
|
|
|
2019
|
|
2018
|
||||
Sales
|
$
|
17,919.9
|
|
|
$
|
17,222.7
|
|
Net earnings from continuing operations
|
2,429.2
|
|
|
2,385.3
|
|
||
Diluted net earnings per share from continuing operations (a)
|
3.26
|
|
|
3.36
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
2,610.1
|
|
|
$
|
2,844.5
|
|
|
$
|
2,810.9
|
|
Cost of sales
|
(1,177.2
|
)
|
|
(1,242.7
|
)
|
|
(1,189.7
|
)
|
|||
Selling, general and administrative expenses
|
(1,094.6
|
)
|
|
(1,081.1
|
)
|
|
(1,030.7
|
)
|
|||
Research and development expenses
|
(151.4
|
)
|
|
(172.0
|
)
|
|
(172.4
|
)
|
|||
Other income, net
|
1.7
|
|
|
2.7
|
|
|
0.1
|
|
|||
Interest expense
|
(9.1
|
)
|
|
(20.5
|
)
|
|
(22.6
|
)
|
|||
Income from discontinued operations before income taxes
|
179.5
|
|
|
330.9
|
|
|
395.6
|
|
|||
Gain on disposition of Envista before income taxes
|
451.1
|
|
|
—
|
|
|
—
|
|
|||
Earnings from discontinued operations before income taxes
|
630.6
|
|
|
330.9
|
|
|
395.6
|
|
|||
Income taxes
|
(41.4
|
)
|
|
(86.3
|
)
|
|
(75.7
|
)
|
|||
Earnings from discontinued operations, net of income taxes
|
589.2
|
|
|
244.6
|
|
|
319.9
|
|
|||
Net earnings attributable to noncontrolling interest
|
(13.3
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings from discontinued operations attributable to common stockholders
|
$
|
575.9
|
|
|
$
|
244.6
|
|
|
$
|
319.9
|
|
Fixed operating lease expense (a)
|
$
|
195.9
|
|
Variable operating lease expense
|
45.0
|
|
|
Total operating lease expense
|
$
|
240.9
|
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
202.0
|
|
ROU assets obtained in exchange for operating lease obligations
|
144.9
|
|
Lease Assets and Liabilities
|
Classification
|
|
||
Assets:
|
|
|
||
Operating lease ROU assets
|
Other long-term assets
|
$
|
763.7
|
|
|
|
|
||
Liabilities:
|
|
|
||
Current:
|
|
|
||
Operating lease liabilities
|
Accrued expenses and other liabilities
|
$
|
157.8
|
|
Long-term:
|
|
|
||
Operating lease liabilities
|
Other long-term liabilities
|
639.1
|
|
|
Total operating lease liabilities
|
|
$
|
796.9
|
|
|
|
|
||
Weighted average remaining lease term
|
7 years
|
|
||
Weighted average discount rate
|
3.1
|
%
|
2020
|
$
|
179.5
|
|
2021
|
142.5
|
|
|
2022
|
124.9
|
|
|
2023
|
106.3
|
|
|
2024
|
90.1
|
|
|
Thereafter
|
244.9
|
|
|
Total operating lease payments
|
888.2
|
|
|
Less: imputed interest
|
91.3
|
|
|
Total operating lease liabilities
|
$
|
796.9
|
|
2019
|
$
|
173.6
|
|
2020
|
143.4
|
|
|
2021
|
111.4
|
|
|
2022
|
97.3
|
|
|
2023
|
83.2
|
|
|
Thereafter
|
226.5
|
|
|
2019
|
|
2018
|
||||
Finished goods
|
$
|
833.5
|
|
|
$
|
864.4
|
|
Work in process
|
284.9
|
|
|
279.6
|
|
||
Raw materials
|
509.9
|
|
|
487.4
|
|
||
Total
|
$
|
1,628.3
|
|
|
$
|
1,631.4
|
|
|
2019
|
|
2018
|
||||
Land and improvements
|
$
|
149.6
|
|
|
$
|
151.8
|
|
Buildings
|
953.8
|
|
|
895.4
|
|
||
Machinery and equipment
|
2,193.9
|
|
|
2,022.6
|
|
||
Customer-leased equipment
|
1,766.1
|
|
|
1,632.9
|
|
||
Gross property, plant and equipment
|
5,063.4
|
|
|
4,702.7
|
|
||
Less: accumulated depreciation
|
(2,761.4
|
)
|
|
(2,453.1
|
)
|
||
Property, plant and equipment, net
|
$
|
2,302.0
|
|
|
$
|
2,249.6
|
|
|
Life
Sciences
|
|
Diagnostics
|
|
Environmental & Applied Solutions
|
|
Total
|
||||||||
Balance, January 1, 2018
|
$
|
12,335.5
|
|
|
$
|
7,079.5
|
|
|
$
|
2,353.6
|
|
|
$
|
21,768.6
|
|
Attributable to 2018 acquisitions
|
1,212.6
|
|
|
—
|
|
|
62.8
|
|
|
1,275.4
|
|
||||
Adjustments due to finalization of purchase price allocations
|
2.8
|
|
|
—
|
|
|
4.7
|
|
|
7.5
|
|
||||
Foreign currency translation and other
|
(239.9
|
)
|
|
(153.9
|
)
|
|
(77.2
|
)
|
|
(471.0
|
)
|
||||
Balance, December 31, 2018
|
13,311.0
|
|
|
6,925.6
|
|
|
2,343.9
|
|
|
22,580.5
|
|
||||
Attributable to 2019 acquisitions
|
213.4
|
|
|
2.6
|
|
|
1.1
|
|
|
217.1
|
|
||||
Adjustments due to finalization of purchase price allocations
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
||||
Foreign currency translation and other
|
(45.7
|
)
|
|
(27.0
|
)
|
|
(5.5
|
)
|
|
(78.2
|
)
|
||||
Balance, December 31, 2019
|
$
|
13,471.8
|
|
|
$
|
6,901.2
|
|
|
$
|
2,339.5
|
|
|
$
|
22,712.5
|
|
|
2019
|
|
2018
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Patents and technology
|
$
|
2,712.7
|
|
|
$
|
(934.1
|
)
|
|
$
|
2,679.0
|
|
|
$
|
(764.5
|
)
|
Customer relationships and other intangibles
|
6,367.4
|
|
|
(2,612.3
|
)
|
|
6,327.1
|
|
|
(2,166.1
|
)
|
||||
Total finite-lived intangibles
|
9,080.1
|
|
|
(3,546.4
|
)
|
|
9,006.1
|
|
|
(2,930.6
|
)
|
||||
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
4,216.0
|
|
|
—
|
|
|
4,207.3
|
|
|
—
|
|
||||
Total intangibles
|
$
|
13,296.1
|
|
|
$
|
(3,546.4
|
)
|
|
$
|
13,213.4
|
|
|
$
|
(2,930.6
|
)
|
|
Year Ended December 31
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
$
|
33.7
|
|
|
$
|
—
|
|
|
$
|
33.7
|
|
|
$
|
—
|
|
Investment in equity securities
|
110.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency swap derivative contracts
|
25.7
|
|
|
—
|
|
|
25.7
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross-currency swap derivative contracts
|
111.7
|
|
|
—
|
|
|
111.7
|
|
|
—
|
|
||||
Deferred compensation plans
|
70.4
|
|
|
—
|
|
|
70.4
|
|
|
—
|
|
||||
2018
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
$
|
38.3
|
|
|
$
|
—
|
|
|
$
|
38.3
|
|
|
$
|
—
|
|
Investment in equity securities
|
60.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plans
|
49.8
|
|
|
—
|
|
|
49.8
|
|
|
—
|
|
|
2019
|
|
2018
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
$
|
33.7
|
|
|
$
|
33.7
|
|
|
$
|
38.3
|
|
|
$
|
38.3
|
|
Investment in equity securities
|
110.8
|
|
|
110.8
|
|
|
60.3
|
|
|
60.3
|
|
||||
Cross-currency swap derivative contracts
|
25.7
|
|
|
25.7
|
|
|
—
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross-currency swap derivative contracts
|
111.7
|
|
|
111.7
|
|
|
—
|
|
|
—
|
|
||||
Notes payable and current portion of long-term debt
|
212.4
|
|
|
212.4
|
|
|
51.8
|
|
|
51.8
|
|
||||
Long-term debt
|
21,516.7
|
|
|
21,896.9
|
|
|
9,688.5
|
|
|
9,990.6
|
|
|
2019
|
|
2018
|
||||||||||||
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||
Compensation and benefits
|
$
|
931.3
|
|
|
$
|
223.0
|
|
|
$
|
904.2
|
|
|
$
|
205.0
|
|
Pension and postretirement benefits
|
150.8
|
|
|
898.4
|
|
|
68.8
|
|
|
917.8
|
|
||||
Taxes, income and other
|
356.5
|
|
|
3,308.8
|
|
|
286.0
|
|
|
3,330.2
|
|
||||
Deferred revenue
|
687.8
|
|
|
118.1
|
|
|
626.8
|
|
|
109.8
|
|
||||
Sales and product allowances
|
115.4
|
|
|
2.0
|
|
|
111.4
|
|
|
2.0
|
|
||||
Operating lease liabilities under ASC 842
|
157.8
|
|
|
639.1
|
|
|
—
|
|
|
—
|
|
||||
Other
|
805.7
|
|
|
161.5
|
|
|
692.1
|
|
|
136.8
|
|
||||
Total
|
$
|
3,205.3
|
|
|
$
|
5,350.9
|
|
|
$
|
2,689.3
|
|
|
$
|
4,701.6
|
|
|
2019
|
|
2018
|
||||
U.S. dollar-denominated commercial paper
|
$
|
—
|
|
|
$
|
72.8
|
|
Euro-denominated commercial paper (€4.6 billion and €2.1 billion, respectively)
|
5,146.2
|
|
|
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 (the “2020 U.S. Notes”)
|
—
|
|
|
498.5
|
|
||
5.0% senior unsecured notes due 2020 (the “2020 Assumed Pall Notes”)
|
—
|
|
|
386.7
|
|
||
Zero-coupon LYONs due 2021
|
33.6
|
|
|
56.2
|
|
||
0.352% senior unsecured notes due 2021 (¥30.0 billion aggregate principal amount) (the “2021 Yen Notes”)
|
275.8
|
|
|
273.2
|
|
||
1.7% senior unsecured notes due 2022 (€800.0 million aggregate principal amount) (the “2022 Euronotes”)
|
894.8
|
|
|
913.2
|
|
||
Floating rate senior unsecured notes due 2022 (€250.0 million aggregate principal amount) (the “Floating Rate 2022 Euronotes”)
|
279.8
|
|
|
285.7
|
|
||
2.05% senior unsecured notes due 2022 (the “2022 Biopharma Notes”)
|
696.9
|
|
|
—
|
|
||
0.5% senior unsecured bonds due 2023 (CHF 540.0 million aggregate principal amount) (the “2023 CHF Bonds”)
|
558.9
|
|
|
550.7
|
|
||
2.2% senior unsecured notes due 2024 (the “2024 Biopharma Notes”)
|
696.2
|
|
|
—
|
|
||
2.5% senior unsecured notes due 2025 (€800.0 million aggregate principal amount) (the “2025 Euronotes”)
|
893.7
|
|
|
912.6
|
|
||
3.35% senior unsecured notes due 2025 (the “2025 U.S. Notes”)
|
497.3
|
|
|
496.8
|
|
||
0.2% senior unsecured notes due 2026 (€1.3 billion aggregate principal amount) (the “2026 Biopharma Euronotes”)
|
1,392.3
|
|
|
—
|
|
||
0.3% senior unsecured notes due 2027 (¥30.8 billion aggregate principal amount) (the “2027 Yen Notes”)
|
282.5
|
|
|
279.9
|
|
||
1.2% senior unsecured notes due 2027 (€600.0 million aggregate principal amount) (the “2027 Euronotes”)
|
668.0
|
|
|
682.0
|
|
||
0.45% senior unsecured notes due 2028 (€1.3 billion aggregate principal amount) (the “2028 Biopharma Euronotes”)
|
1,390.1
|
|
|
—
|
|
||
1.125% senior unsecured bonds due 2028 (CHF 210.0 million aggregate principal amount) (the “2028 CHF Bonds”)
|
221.0
|
|
|
218.1
|
|
||
2.6% senior unsecured notes due 2029 (the “2029 Biopharma Notes”)
|
794.8
|
|
|
—
|
|
||
0.75% senior unsecured notes due 2031 (€1.8 billion aggregate principal amount) (the “2031 Biopharma Euronotes”)
|
1,948.7
|
|
|
—
|
|
||
0.65% senior unsecured notes due 2032 (¥53.2 billion aggregate principal amount) (the “2032 Yen Notes”)
|
487.8
|
|
|
483.4
|
|
||
1.35% senior unsecured notes due 2039 (€1.3 billion aggregate principal amount) (the “2039 Biopharma Euronotes”)
|
1,383.6
|
|
|
—
|
|
||
3.25% senior unsecured notes due 2039 (the “2039 Biopharma Notes”)
|
890.3
|
|
|
—
|
|
||
4.375% senior unsecured notes due 2045 (the “2045 U.S. Notes”)
|
499.4
|
|
|
499.3
|
|
||
1.8% senior unsecured notes due 2049 (€750.0 million aggregate principal amount) (the “2049 Biopharma Euronotes”)
|
830.9
|
|
|
—
|
|
||
3.4% senior unsecured notes due 2049 (the “2049 Biopharma Notes”)
|
890.2
|
|
|
—
|
|
||
Other
|
76.3
|
|
|
66.7
|
|
||
Total debt
|
21,729.1
|
|
|
9,740.3
|
|
||
Less: currently payable
|
212.4
|
|
|
51.8
|
|
||
Long-term debt
|
$
|
21,516.7
|
|
|
$
|
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
|
|
Aggregate Principal Amount
|
|
Stated Annual Interest Rate
|
|
Issue Price (as % of Principal Amount)
|
|
Maturity Date
|
|
Interest Payment Dates (in arrears)
|
||||
2022 Biopharma Notes
|
$
|
700.0
|
|
|
2.050
|
%
|
|
99.994
|
%
|
|
November 15, 2022
|
|
May 15 and November 15
|
2024 Biopharma Notes
|
$
|
700.0
|
|
|
2.200
|
%
|
|
99.952
|
%
|
|
November 15, 2024
|
|
May 15 and November 15
|
2029 Biopharma Notes
|
$
|
800.0
|
|
|
2.600
|
%
|
|
99.903
|
%
|
|
November 15, 2029
|
|
May 15 and November 15
|
2039 Biopharma Notes
|
$
|
900.0
|
|
|
3.250
|
%
|
|
99.809
|
%
|
|
November 15, 2039
|
|
May 15 and November 15
|
2049 Biopharma Notes
|
$
|
900.0
|
|
|
3.400
|
%
|
|
99.756
|
%
|
|
November 15, 2049
|
|
May 15 and November 15
|
|
Outstanding Balance as of December 31, 2019
|
|
Stated Annual Interest Rate
|
|
Issue Price (as % of Principal Amount)
|
|
Issue Date
|
|
Maturity Date
|
|
Interest Payment Dates (in arrears)
|
||||
2021 LYONs
|
$
|
33.6
|
|
|
see below
|
|
|
not applicable
|
|
|
January 22, 2001
|
|
January 22, 2021
|
|
January 22 and July 22
|
2021 Yen Notes (4)
|
275.8
|
|
|
0.352
|
%
|
|
100
|
%
|
|
February 28, 2016
|
|
March 16, 2021
|
|
March 16 and September 16
|
|
2022 Euronotes (1)
|
894.8
|
|
|
1.7
|
%
|
|
99.651
|
%
|
|
July 8, 2015
|
|
January 4, 2022
|
|
January 4
|
|
Floating Rate 2022 Euronotes (5)
|
279.8
|
|
|
three-month EURIBOR + 0.3%
|
|
|
100.147
|
%
|
|
June 30, 2017
|
|
June 30, 2022
|
|
March 30, June 30, September 30 and December 31
|
|
2022 Biopharma Notes (8)
|
696.9
|
|
|
2.05
|
%
|
|
99.994
|
%
|
|
November 7, 2019
|
|
November 15, 2022
|
|
May 15 and November 15
|
|
2023 CHF Bonds (2)
|
558.9
|
|
|
0.5
|
%
|
|
100.924
|
%
|
|
December 8, 2015
|
|
December 8, 2023
|
|
December 8
|
|
2024 Biopharma Notes (8)
|
696.2
|
|
|
2.2
|
%
|
|
99.952
|
%
|
|
November 7, 2019
|
|
November 15, 2024
|
|
May 15 and November 15
|
|
2025 Euronotes (1)
|
893.7
|
|
|
2.5
|
%
|
|
99.878
|
%
|
|
July 8, 2015
|
|
July 8, 2025
|
|
July 8
|
|
2025 U.S. Notes (3)
|
497.3
|
|
|
3.35
|
%
|
|
99.857
|
%
|
|
September 15, 2015
|
|
September 15, 2025
|
|
March 15 and September 15
|
|
2026 Biopharma Euronotes (7)
|
1,392.3
|
|
|
0.2
|
%
|
|
99.833
|
%
|
|
September 18, 2019
|
|
March 18, 2026
|
|
March 18
|
|
2027 Yen Notes (6)
|
282.5
|
|
|
0.3
|
%
|
|
100
|
%
|
|
May 11, 2017
|
|
May 11, 2027
|
|
May 11 and November 11
|
|
2027 Euronotes (5)
|
668.0
|
|
|
1.2
|
%
|
|
99.682
|
%
|
|
June 30, 2017
|
|
June 30, 2027
|
|
June 30
|
|
2028 Biopharma Euronotes (7)
|
1,390.1
|
|
|
0.45
|
%
|
|
99.751
|
%
|
|
September 18, 2019
|
|
March 18, 2028
|
|
March 18
|
|
2028 CHF Bonds (2)
|
221.0
|
|
|
1.125
|
%
|
|
102.870
|
%
|
|
December 8, 2015 and December 8, 2017
|
|
December 8, 2028
|
|
December 8
|
|
2029 Biopharma Notes (8)
|
794.8
|
|
|
2.6
|
%
|
|
99.903
|
%
|
|
November 7, 2019
|
|
November 15, 2029
|
|
May 15 and November 15
|
|
2031 Biopharma Euronotes (7)
|
1,948.7
|
|
|
0.75
|
%
|
|
99.920
|
%
|
|
September 18, 2019
|
|
September 18, 2031
|
|
September 18
|
|
2032 Yen Notes (6)
|
487.8
|
|
|
0.65
|
%
|
|
100
|
%
|
|
May 11, 2017
|
|
May 11, 2032
|
|
May 11 and November 11
|
|
2039 Biopharma Euronotes (7)
|
1,383.6
|
|
|
1.35
|
%
|
|
99.461
|
%
|
|
September 18, 2019
|
|
September 18, 2031
|
|
September 18
|
|
2039 Biopharma Notes (8)
|
890.3
|
|
|
3.25
|
%
|
|
99.809
|
%
|
|
November 7, 2019
|
|
November 15, 2039
|
|
May 15 and November 15
|
|
2045 U.S. Notes (3)
|
499.4
|
|
|
4.375
|
%
|
|
99.784
|
%
|
|
September 15, 2015
|
|
September 15, 2045
|
|
March 15 and September 15
|
|
2049 Biopharma Euronotes (7)
|
830.9
|
|
|
1.8
|
%
|
|
99.564
|
%
|
|
September 18, 2019
|
|
September 18, 2031
|
|
September 18
|
|
2049 Biopharma Notes (8)
|
890.2
|
|
|
3.4
|
%
|
|
99.756
|
%
|
|
November 7, 2019
|
|
November 15, 2049
|
|
May 15 and November 15
|
|
U.S. dollar and euro-denominated commercial paper
|
5,146.2
|
|
|
various
|
|
|
various
|
|
|
various
|
|
various
|
|
various
|
|
Other
|
76.3
|
|
|
various
|
|
|
various
|
|
|
various
|
|
various
|
|
various
|
|
Total debt
|
$
|
21,729.1
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The net proceeds, after underwriting discounts and commissions and offering expenses, of approximately €2.2 billion (approximately $2.4 billion based on currency exchange rates as of the date of issuance) from these notes and the 2019 Euronotes were used to pay a portion of the purchase price for the acquisition of Pall Corporation in 2015 (the “Pall Acquisition”).
|
(2)
|
The net proceeds, including the related premium, and after underwriting discounts and commissions and offering expenses, of CHF 758 million ($739 million based on currency exchange rates as of date of pricing) from these bonds were used to repay a portion of the commercial paper issued to finance the Pall Acquisition and the CHF 100 million aggregate principal amount of the 0.0% senior unsecured bonds that matured in December 2017.
|
(3)
|
The net proceeds, after underwriting discounts and commissions and offering expenses, of approximately $2.0 billion from these notes were used to repay a portion of the commercial paper issued to finance the Pall Acquisition.
|
(4)
|
The net proceeds, after offering expenses, of approximately ¥29.9 billion ($262 million based on currency exchange rates as of the date of issuance) from these notes were used to repay a portion of the commercial paper borrowings issued to finance the Pall Acquisition.
|
(5)
|
The net proceeds at issuance, after offering expenses, of €843 million ($940 million based on currency exchange rates as of the date of pricing) from these notes were used to partially repay commercial paper borrowings.
|
(6)
|
The net proceeds at issuance, after offering expenses, of approximately ¥83.6 billion ($744 million based on currency exchange rates as of the date of pricing) from these notes were used to partially repay commercial paper borrowings.
|
2020
|
$
|
212.4
|
|
2021
|
298.2
|
|
|
2022
|
1,875.3
|
|
|
2023
|
547.7
|
|
|
2024
|
5,689.6
|
|
|
Thereafter
|
13,105.9
|
|
|
Original Notional Amount
|
|
Notional Amount Outstanding
|
|
Gain (Loss) Recognized in OCI
|
||||||
Net investment hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
1,875.0
|
|
|
$
|
1,000.0
|
|
|
$
|
24.1
|
|
Foreign currency denominated debt
|
6,275.9
|
|
|
6,275.9
|
|
|
129.9
|
|
|||
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts
|
4,000.0
|
|
|
4,000.0
|
|
|
(111.7
|
)
|
|||
Interest rate swaps
|
850.0
|
|
|
—
|
|
|
(37.5
|
)
|
|||
Total
|
$
|
13,000.9
|
|
|
$
|
11,275.9
|
|
|
$
|
4.8
|
|
Derivative assets:
|
|
||
Prepaid expenses and other current assets
|
$
|
25.7
|
|
|
|
||
Derivative liabilities:
|
|
||
Accrued expenses and other liabilities
|
111.7
|
|
|
|
|
||
Nonderivative hedging instruments:
|
|
||
Long-term debt
|
6,275.9
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in pension benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
(2,340.5
|
)
|
|
$
|
(2,608.0
|
)
|
|
$
|
(1,314.5
|
)
|
|
$
|
(1,428.5
|
)
|
Service cost
|
(6.4
|
)
|
|
(6.7
|
)
|
|
(25.0
|
)
|
|
(25.6
|
)
|
||||
Interest cost
|
(88.6
|
)
|
|
(80.9
|
)
|
|
(23.9
|
)
|
|
(24.0
|
)
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
(5.3
|
)
|
||||
Benefits and other expenses paid
|
164.4
|
|
|
178.6
|
|
|
47.6
|
|
|
44.5
|
|
||||
Acquisitions and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
||||
Actuarial (loss) gain
|
(236.8
|
)
|
|
145.1
|
|
|
(152.2
|
)
|
|
59.8
|
|
||||
Amendments, settlements and curtailments
|
39.9
|
|
|
31.4
|
|
|
47.4
|
|
|
15.0
|
|
||||
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
(20.7
|
)
|
|
53.2
|
|
||||
Benefit obligation at end of year
|
(2,468.0
|
)
|
|
(2,340.5
|
)
|
|
(1,446.5
|
)
|
|
(1,314.5
|
)
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
1,778.3
|
|
|
2,004.9
|
|
|
1,031.7
|
|
|
1,103.0
|
|
||||
Actual return (loss) on plan assets
|
282.6
|
|
|
(72.1
|
)
|
|
114.9
|
|
|
(19.9
|
)
|
||||
Employer contributions
|
9.7
|
|
|
54.7
|
|
|
43.5
|
|
|
45.3
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
5.2
|
|
|
5.3
|
|
||||
Amendments and settlements
|
(40.6
|
)
|
|
(30.6
|
)
|
|
(36.5
|
)
|
|
(16.8
|
)
|
||||
Benefits and other expenses paid
|
(164.4
|
)
|
|
(178.6
|
)
|
|
(47.6
|
)
|
|
(44.5
|
)
|
||||
Acquisitions and other
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
27.4
|
|
|
(42.6
|
)
|
||||
Fair value of plan assets at end of year
|
1,865.6
|
|
|
1,778.3
|
|
|
1,138.6
|
|
|
1,031.7
|
|
||||
Funded status
|
$
|
(602.4
|
)
|
|
$
|
(562.2
|
)
|
|
$
|
(307.9
|
)
|
|
$
|
(282.8
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
3.2
|
%
|
|
4.3
|
%
|
|
1.4
|
%
|
|
2.1
|
%
|
Rate of compensation increase
|
4.0
|
%
|
|
4.0
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
(6.4
|
)
|
|
$
|
(6.7
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
(25.6
|
)
|
Interest cost
|
(88.6
|
)
|
|
(80.9
|
)
|
|
(23.9
|
)
|
|
(24.0
|
)
|
||||
Expected return on plan assets
|
125.3
|
|
|
132.1
|
|
|
40.2
|
|
|
43.4
|
|
||||
Amortization of prior service (cost) credit
|
(0.9
|
)
|
|
(0.9
|
)
|
|
0.2
|
|
|
0.5
|
|
||||
Amortization of net loss
|
(25.7
|
)
|
|
(31.3
|
)
|
|
(4.4
|
)
|
|
(5.5
|
)
|
||||
Curtailment and settlement (losses) gains recognized
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
3.6
|
|
||||
Net periodic pension benefit (cost)
|
$
|
3.7
|
|
|
$
|
12.3
|
|
|
$
|
(19.9
|
)
|
|
$
|
(7.6
|
)
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost:
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
(6.1
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
(8.2
|
)
|
Selling, general and administrative expenses
|
(25.3
|
)
|
|
(20.9
|
)
|
|
(23.8
|
)
|
|||
Total service cost expense
|
(31.4
|
)
|
|
(32.3
|
)
|
|
(32.0
|
)
|
|||
Other net periodic pension costs:
|
|
|
|
|
|
||||||
Nonoperating income (expense), net
|
15.2
|
|
|
37.0
|
|
|
32.9
|
|
|||
Total (expense) income
|
$
|
(16.2
|
)
|
|
$
|
4.7
|
|
|
$
|
0.9
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
4.3
|
%
|
|
3.6
|
%
|
|
2.1
|
%
|
|
1.9
|
%
|
Expected long-term return on plan assets
|
7.0
|
%
|
|
7.0
|
%
|
|
3.9
|
%
|
|
4.0
|
%
|
Rate of compensation increase
|
4.0
|
%
|
|
4.0
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
Quoted Prices in Active Market (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
68.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68.0
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Common stock
|
390.6
|
|
|
—
|
|
|
—
|
|
|
390.6
|
|
||||
Preferred stock
|
6.0
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
35.2
|
|
|
—
|
|
|
35.2
|
|
||||
Government issued
|
—
|
|
|
22.3
|
|
|
—
|
|
|
22.3
|
|
||||
Mutual funds
|
286.7
|
|
|
131.6
|
|
|
—
|
|
|
418.3
|
|
||||
Insurance contracts
|
—
|
|
|
298.9
|
|
|
—
|
|
|
298.9
|
|
||||
Total
|
$
|
751.3
|
|
|
$
|
488.0
|
|
|
$
|
—
|
|
|
1,239.3
|
|
|
Investments measured at NAV (a):
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
|
|
|
|
|
|
1,070.6
|
|
|||||||
Venture capital, partnerships and other private investments
|
|
|
|
|
|
|
694.3
|
|
|||||||
Total assets at fair value
|
|
|
|
|
|
|
$
|
3,004.2
|
|
(a)
|
The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total plan assets.
|
|
Quoted Prices in Active Market (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
29.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29.4
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Common stock
|
355.7
|
|
|
—
|
|
|
—
|
|
|
355.7
|
|
||||
Preferred stock
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
71.8
|
|
|
—
|
|
|
71.8
|
|
||||
Government issued
|
—
|
|
|
32.8
|
|
|
—
|
|
|
32.8
|
|
||||
Mutual funds
|
284.6
|
|
|
205.2
|
|
|
—
|
|
|
489.8
|
|
||||
Insurance contracts
|
—
|
|
|
312.0
|
|
|
—
|
|
|
312.0
|
|
||||
Total
|
$
|
674.3
|
|
|
$
|
621.8
|
|
|
$
|
—
|
|
|
1,296.1
|
|
|
Investments measured at NAV (a):
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
|
|
|
|
|
|
1,122.0
|
|
|||||||
Venture capital, partnerships and other private investments
|
|
|
|
|
|
|
391.9
|
|
|||||||
Total assets at fair value
|
|
|
|
|
|
|
$
|
2,810.0
|
|
(a)
|
The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total plan assets.
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
|
All Pension Plans
|
||||||
2020
|
$
|
173.4
|
|
|
$
|
44.9
|
|
|
$
|
218.3
|
|
2021
|
173.9
|
|
|
45.0
|
|
|
218.9
|
|
|||
2022
|
173.3
|
|
|
46.2
|
|
|
219.5
|
|
|||
2023
|
172.5
|
|
|
48.3
|
|
|
220.8
|
|
|||
2024
|
169.7
|
|
|
49.1
|
|
|
218.8
|
|
|||
2025 - 2029
|
778.4
|
|
|
274.8
|
|
|
1,053.2
|
|
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
(141.6
|
)
|
|
$
|
(155.1
|
)
|
Service cost
|
(0.4
|
)
|
|
(0.4
|
)
|
||
Interest cost
|
(5.3
|
)
|
|
(5.0
|
)
|
||
Amendments, curtailments and other
|
(0.1
|
)
|
|
(5.3
|
)
|
||
Actuarial (loss) gain
|
(4.2
|
)
|
|
8.4
|
|
||
Retiree contributions
|
(1.7
|
)
|
|
(2.6
|
)
|
||
Benefits paid
|
14.4
|
|
|
18.4
|
|
||
Benefit obligation at end of year
|
(138.9
|
)
|
|
(141.6
|
)
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
||
Funded status
|
$
|
(138.9
|
)
|
|
$
|
(141.6
|
)
|
|
2019
|
|
2018
|
||
Discount rate
|
3.1
|
%
|
|
4.2
|
%
|
Medical trend rate – initial
|
5.7
|
%
|
|
6.0
|
%
|
Medical trend rate – grading period
|
18 years
|
|
|
19 years
|
|
Medical trend rate – ultimate
|
4.5
|
%
|
|
4.5
|
%
|
($ in millions)
|
1% Increase
|
|
1% Decrease
|
||||
Effect on the total of service and interest cost components
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Effect on postretirement medical benefit obligation
|
2.1
|
|
|
(1.8
|
)
|
($ in millions)
|
2019
|
|
2018
|
||||
Service cost
|
$
|
(0.4
|
)
|
|
$
|
(0.4
|
)
|
Interest cost
|
(5.3
|
)
|
|
(5.0
|
)
|
||
Amortization of prior service credit
|
2.1
|
|
|
2.5
|
|
||
Net periodic benefit cost
|
$
|
(3.6
|
)
|
|
$
|
(2.9
|
)
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost:
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Selling, general and administrative expenses
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|||
Total service cost
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|||
Other net periodic pension costs:
|
|
|
|
|
|
||||||
Nonoperating income (expense), net
|
(3.2
|
)
|
|
(2.5
|
)
|
|
(2.2
|
)
|
|||
Total
|
$
|
(3.6
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(2.9
|
)
|
2020
|
$
|
15.8
|
|
2021
|
13.9
|
|
|
2022
|
12.6
|
|
|
2023
|
11.6
|
|
|
2024
|
10.9
|
|
|
2025 - 2029
|
47.0
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
854.1
|
|
|
$
|
801.3
|
|
|
$
|
760.2
|
|
International
|
2,451.2
|
|
|
2,160.6
|
|
|
1,783.0
|
|
|||
Total
|
$
|
3,305.3
|
|
|
$
|
2,961.9
|
|
|
$
|
2,543.2
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal U.S.
|
$
|
453.7
|
|
|
$
|
283.0
|
|
|
$
|
395.7
|
|
Non-U.S.
|
799.9
|
|
|
460.4
|
|
|
418.1
|
|
|||
State and local
|
34.6
|
|
|
64.4
|
|
|
(14.3
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal U.S.
|
(297.1
|
)
|
|
(200.6
|
)
|
|
(400.5
|
)
|
|||
Non-U.S.
|
(127.7
|
)
|
|
(12.3
|
)
|
|
(84.8
|
)
|
|||
State and local
|
9.6
|
|
|
(39.3
|
)
|
|
56.8
|
|
|||
Income tax provision
|
$
|
873.0
|
|
|
$
|
555.6
|
|
|
$
|
371.0
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
19.1
|
|
|
$
|
19.7
|
|
Inventories
|
73.3
|
|
|
81.2
|
|
||
Pension and postretirement benefits
|
231.3
|
|
|
222.7
|
|
||
Environmental and regulatory compliance
|
22.1
|
|
|
22.4
|
|
||
Other accruals and prepayments
|
194.6
|
|
|
223.7
|
|
||
Stock-based compensation expense
|
68.5
|
|
|
64.7
|
|
||
Operating lease liabilities
|
193.7
|
|
|
—
|
|
||
Tax credit and loss carryforwards
|
703.4
|
|
|
894.5
|
|
||
Valuation allowances
|
(261.2
|
)
|
|
(389.6
|
)
|
||
Total deferred tax asset
|
1,244.8
|
|
|
1,139.3
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(113.5
|
)
|
|
(90.0
|
)
|
||
Insurance, including self-insurance
|
(272.3
|
)
|
|
(564.0
|
)
|
||
Basis difference in LYONs
|
(13.8
|
)
|
|
(21.6
|
)
|
||
Operating lease ROU assets
|
(185.7
|
)
|
|
—
|
|
||
Goodwill and other intangibles
|
(2,311.7
|
)
|
|
(2,774.9
|
)
|
||
Total deferred tax liability
|
(2,897.0
|
)
|
|
(3,450.5
|
)
|
||
Net deferred tax liability
|
$
|
(1,652.2
|
)
|
|
$
|
(2,311.2
|
)
|
|
Percentage of Pretax Earnings
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in tax rate resulting from:
|
|
|
|
|
|
|||
State income taxes (net of federal income tax benefit)
|
0.8
|
%
|
|
0.9
|
%
|
|
0.8
|
%
|
Foreign rate differential
|
(1.4
|
)%
|
|
(0.9
|
)%
|
|
(12.7
|
)%
|
Resolution and expiration of statutes of limitation of uncertain tax positions
|
(2.1
|
)%
|
|
(1.7
|
)%
|
|
(7.2
|
)%
|
Permanent foreign exchange losses
|
—
|
%
|
|
—
|
%
|
|
(0.8
|
)%
|
Research credits, uncertain tax positions and other
|
8.1
|
%
|
|
(0.7
|
)%
|
|
(0.5
|
)%
|
TCJA - revaluation of U.S. deferred income taxes
|
—
|
%
|
|
(1.6
|
)%
|
|
(47.9
|
)%
|
TCJA - Transition Tax
|
—
|
%
|
|
1.8
|
%
|
|
47.9
|
%
|
Effective income tax rate
|
26.4
|
%
|
|
18.8
|
%
|
|
14.6
|
%
|
•
|
The effective tax rate of 26.4% in 2019 includes 650 basis points of tax charges primarily related to changes in estimates associated with prior period uncertain tax positions, audit settlements, and Envista Disposition costs, net of the release of reserves for uncertain tax positions due to the expiration of statutes of limitation, release of valuation allowances associated with certain foreign tax credits, tax benefits resulting from changes in tax law and excess tax benefits from stock-based compensation.
|
•
|
The effective tax rate of 18.8% in 2018 includes 120 basis points of tax benefits primarily related to the release of reserves upon the expiration of statutes of limitation, audit settlements and release of a valuation allowance in a certain foreign tax jurisdiction. These tax benefits were partially offset by additional provisions related to completing the accounting for the enactment of the TCJA and tax costs directly related to reorganization activities associated with the Envista Disposition.
|
•
|
The effective tax rate of 14.6% in 2017 includes 560 basis points of net tax benefits due to the revaluation of deferred tax liabilities from 35.0% to 21.0% due to the TCJA and the release of reserves upon statute of limitation expiration, partially offset by income tax expense related to the Transition Tax on foreign earnings due to the TCJA and changes in estimates associated with prior period uncertain tax positions.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
986.0
|
|
|
$
|
736.8
|
|
|
$
|
992.2
|
|
Additions based on tax positions related to the current year
|
71.0
|
|
|
43.1
|
|
|
53.0
|
|
|||
Additions for tax positions of prior years
|
197.3
|
|
|
324.3
|
|
|
39.8
|
|
|||
Reductions for tax positions of prior years
|
(15.8
|
)
|
|
(21.9
|
)
|
|
(14.5
|
)
|
|||
Acquisitions, divestitures and other
|
6.8
|
|
|
9.4
|
|
|
13.4
|
|
|||
Lapse of statute of limitations
|
(51.5
|
)
|
|
(52.9
|
)
|
|
(246.7
|
)
|
|||
Settlements
|
(12.2
|
)
|
|
(41.8
|
)
|
|
(124.8
|
)
|
|||
Effect of foreign currency translation
|
(0.7
|
)
|
|
(11.0
|
)
|
|
24.4
|
|
|||
Unrecognized tax benefits, end of year
|
$
|
1,180.9
|
|
|
$
|
986.0
|
|
|
$
|
736.8
|
|
|
2019
|
|
2018
|
||||
Balance, January 1
|
$
|
67.7
|
|
|
$
|
68.2
|
|
Accruals for warranties issued during the year
|
48.7
|
|
|
46.0
|
|
||
Settlements made
|
(43.0
|
)
|
|
(44.6
|
)
|
||
Effect of foreign currency translation
|
(0.1
|
)
|
|
(1.9
|
)
|
||
Balance, December 31
|
$
|
73.3
|
|
|
$
|
67.7
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Preferred stock - shares issued:
|
|
|
|
|
|
|||
Balance, beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
Issuance of MCPS
|
1.7
|
|
|
—
|
|
|
—
|
|
Balance, end of period
|
1.7
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||
Common stock - shares issued:
|
|
|
|
|
|
|||
Balance, beginning of period
|
817.9
|
|
|
812.5
|
|
|
807.7
|
|
Common stock-based award activity
|
4.6
|
|
|
4.6
|
|
|
4.8
|
|
Common stock issued in connection with acquisitions
|
—
|
|
|
0.2
|
|
|
—
|
|
Common stock issued in connection with LYONs’ conversions
|
0.9
|
|
|
0.6
|
|
|
—
|
|
Issuance of common stock
|
12.1
|
|
|
—
|
|
|
—
|
|
Balance, end of period
|
835.5
|
|
|
817.9
|
|
|
812.5
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
1.7 – 2.6%
|
|
|
2.6 – 3.1%
|
|
|
1.8 – 2.2%
|
|
Weighted average volatility
|
20.4
|
%
|
|
21.4
|
%
|
|
17.9
|
%
|
Dividend yield
|
0.5
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
Expected years until exercise
|
5.0 – 8.0
|
|
|
5.0 – 8.0
|
|
|
5.0 – 8.0
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
RSUs/PSUs:
|
|
|
|
|
|
||||||
Pretax compensation expense
|
$
|
97.3
|
|
|
$
|
86.5
|
|
|
$
|
82.6
|
|
Income tax benefit
|
(20.1
|
)
|
|
(17.7
|
)
|
|
(25.2
|
)
|
|||
RSU/PSU expense, net of income taxes
|
77.2
|
|
|
68.8
|
|
|
57.4
|
|
|||
Stock options:
|
|
|
|
|
|
||||||
Pretax compensation expense
|
61.5
|
|
|
51.6
|
|
|
44.5
|
|
|||
Income tax benefit
|
(12.8
|
)
|
|
(10.7
|
)
|
|
(14.0
|
)
|
|||
Stock option expense, net of income taxes
|
48.7
|
|
|
40.9
|
|
|
30.5
|
|
|||
Total stock-based compensation:
|
|
|
|
|
|
||||||
Pretax compensation expense
|
158.8
|
|
|
138.1
|
|
|
127.1
|
|
|||
Income tax benefit
|
(32.9
|
)
|
|
(28.4
|
)
|
|
(39.2
|
)
|
|||
Total stock-based compensation expense, net of income taxes
|
$
|
125.9
|
|
|
$
|
109.7
|
|
|
$
|
87.9
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of January 1, 2017
|
18.9
|
|
|
$
|
50.07
|
|
|
|
|
|
||
Granted
|
4.4
|
|
|
86.14
|
|
|
|
|
|
|||
Exercised
|
(3.3
|
)
|
|
35.26
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(1.2
|
)
|
|
70.40
|
|
|
|
|
|
|||
Outstanding as of December 31, 2017
|
18.8
|
|
|
59.84
|
|
|
|
|
|
|||
Granted
|
4.1
|
|
|
99.51
|
|
|
|
|
|
|||
Exercised
|
(3.4
|
)
|
|
41.88
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(0.9
|
)
|
|
80.14
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
18.6
|
|
|
70.86
|
|
|
|
|
|
|||
Granted
|
4.3
|
|
|
117.32
|
|
|
|
|
|
|||
Exercised
|
(3.5
|
)
|
|
53.02
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(0.9
|
)
|
|
98.98
|
|
|
|
|
|
|||
Adjustment due to Envista Split-Off (a)
|
(1.5
|
)
|
|
91.65
|
|
|
|
|
|
|||
Outstanding as of December 31, 2019
|
17.0
|
|
|
82.95
|
|
|
7
|
|
$
|
1,202.3
|
|
|
Vested and expected to vest as of December 31, 2019 (b)
|
16.5
|
|
|
$
|
82.18
|
|
|
7
|
|
$
|
1,176.3
|
|
Vested as of December 31, 2019
|
7.0
|
|
|
$
|
62.53
|
|
|
5
|
|
$
|
632.3
|
|
(a)
|
The “Adjustment due to Envista Split-Off” reflects the cancellation of options which were outstanding as of December 18, 2019 and held by Envista employees, which have been terminated and replaced by Envista equity awards as part of the Envista Split-Off.
|
(b)
|
The “expected to vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.
|
|
Outstanding
|
|
Exercisable
|
||||||||||||
Exercise Price
|
Shares
|
|
Average Exercise Price
|
|
Average Remaining Life (in years)
|
|
Shares
|
|
Average Exercise Price
|
||||||
$19.89 to $41.64
|
1.2
|
|
|
$
|
36.79
|
|
|
2
|
|
1.2
|
|
|
$
|
36.79
|
|
$41.65 to $62.18
|
2.2
|
|
|
54.47
|
|
|
4
|
|
2.2
|
|
|
54.51
|
|
||
$62.19 to $83.27
|
4.0
|
|
|
67.03
|
|
|
6
|
|
2.2
|
|
|
67.12
|
|
||
$83.28 to $101.64
|
5.8
|
|
|
92.70
|
|
|
8
|
|
1.3
|
|
|
90.74
|
|
||
$101.65 to $142.99
|
3.8
|
|
|
116.76
|
|
|
9
|
|
0.1
|
|
|
113.57
|
|
|
Number of RSUs/PSUs
|
|
Weighted Average
Grant-Date Fair Value
|
|||
Unvested as of January 1, 2017
|
4.5
|
|
|
$
|
62.16
|
|
Granted
|
1.4
|
|
|
86.04
|
|
|
Vested
|
(1.5
|
)
|
|
58.48
|
|
|
Forfeited
|
(0.5
|
)
|
|
68.83
|
|
|
Unvested as of December 31, 2017
|
3.9
|
|
|
71.27
|
|
|
Granted
|
1.5
|
|
|
99.15
|
|
|
Vested
|
(1.2
|
)
|
|
68.37
|
|
|
Forfeited
|
(0.3
|
)
|
|
78.41
|
|
|
Unvested as of December 31, 2018
|
3.9
|
|
|
82.21
|
|
|
Granted
|
1.4
|
|
|
115.38
|
|
|
Vested
|
(1.1
|
)
|
|
75.51
|
|
|
Forfeited
|
(0.3
|
)
|
|
92.82
|
|
|
Adjustment due to Envista Split-Off (a)
|
(0.4
|
)
|
|
98.18
|
|
|
Unvested as of December 31, 2019
|
3.5
|
|
|
94.85
|
|
(a)
|
The “Adjustment due to Envista Split-Off” reflects the cancellation of RSUs and PSUs which were outstanding as of December 18, 2019 and held by Envista employees which have been terminated and replaced by Envista equity awards as part of the Envista Split-Off.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
2,432.3
|
|
|
$
|
2,406.3
|
|
|
$
|
2,172.2
|
|
MCPS dividends
|
(68.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings from continuing operations attributable to common stockholders for Basic EPS
|
2,363.9
|
|
|
2,406.3
|
|
|
2,172.2
|
|
|||
Adjustment for interest on convertible debentures
|
1.6
|
|
|
2.2
|
|
|
2.1
|
|
|||
Net earnings from continuing operations attributable to common stockholders after assumed conversions for Diluted EPS
|
$
|
2,365.5
|
|
|
$
|
2,408.5
|
|
|
$
|
2,174.3
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding used in Basic EPS
|
715.0
|
|
|
700.6
|
|
|
695.8
|
|
|||
Incremental common shares from:
|
|
|
|
|
|
||||||
Assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs
|
8.9
|
|
|
7.2
|
|
|
7.5
|
|
|||
Assumed conversion of the convertible debentures
|
1.6
|
|
|
2.4
|
|
|
2.8
|
|
|||
Weighted average common shares outstanding used in Diluted EPS
|
725.5
|
|
|
710.2
|
|
|
706.1
|
|
|||
|
|
|
|
|
|
||||||
Basic EPS from continuing operations
|
$
|
3.31
|
|
|
$
|
3.43
|
|
|
$
|
3.12
|
|
Diluted EPS from continuing operations
|
$
|
3.26
|
|
|
$
|
3.39
|
|
|
$
|
3.08
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Sales:
|
|
|
|
|
|
||||||
Life Sciences
|
$
|
6,951.1
|
|
|
$
|
6,471.4
|
|
|
$
|
5,710.1
|
|
Diagnostics
|
6,561.5
|
|
|
6,257.6
|
|
|
5,839.9
|
|
|||
Environmental & Applied Solutions
|
4,398.5
|
|
|
4,319.5
|
|
|
3,968.8
|
|
|||
Total
|
$
|
17,911.1
|
|
|
$
|
17,048.5
|
|
|
$
|
15,518.8
|
|
|
|
|
|
|
|
||||||
Operating profit:
|
|
|
|
|
|
||||||
Life Sciences
|
$
|
1,401.4
|
|
|
$
|
1,229.3
|
|
|
$
|
1,004.3
|
|
Diagnostics
|
1,134.1
|
|
|
1,073.8
|
|
|
871.6
|
|
|||
Environmental & Applied Solutions
|
1,051.6
|
|
|
988.0
|
|
|
914.6
|
|
|||
Other
|
(317.7
|
)
|
|
(236.0
|
)
|
|
(218.2
|
)
|
|||
Total
|
$
|
3,269.4
|
|
|
$
|
3,055.1
|
|
|
$
|
2,572.3
|
|
|
|
|
|
|
|
||||||
Identifiable assets:
|
|
|
|
|
|
||||||
Life Sciences
|
$
|
22,381.3
|
|
|
$
|
22,122.4
|
|
|
$
|
20,576.8
|
|
Diagnostics
|
14,442.2
|
|
|
14,031.1
|
|
|
14,359.2
|
|
|||
Environmental & Applied Solutions
|
4,881.8
|
|
|
4,637.3
|
|
|
4,649.2
|
|
|||
Other
|
20,376.3
|
|
|
1,200.1
|
|
|
1,069.6
|
|
|||
Discontinued operations
|
—
|
|
|
5,841.6
|
|
|
5,993.8
|
|
|||
Total
|
$
|
62,081.6
|
|
|
$
|
47,832.5
|
|
|
$
|
46,648.6
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Life Sciences
|
$
|
487.1
|
|
|
$
|
471.2
|
|
|
$
|
427.9
|
|
Diagnostics
|
582.5
|
|
|
589.0
|
|
|
581.5
|
|
|||
Environmental & Applied Solutions
|
110.6
|
|
|
109.0
|
|
|
99.9
|
|
|||
Other
|
9.3
|
|
|
8.5
|
|
|
7.6
|
|
|||
Total
|
$
|
1,189.5
|
|
|
$
|
1,177.7
|
|
|
$
|
1,116.9
|
|
|
|
|
|
|
|
||||||
Capital expenditures, gross:
|
|
|
|
|
|
||||||
Life Sciences
|
$
|
142.4
|
|
|
$
|
140.1
|
|
|
$
|
130.6
|
|
Diagnostics
|
434.4
|
|
|
380.0
|
|
|
372.6
|
|
|||
Environmental & Applied Solutions
|
54.4
|
|
|
57.1
|
|
|
60.9
|
|
|||
Other
|
4.3
|
|
|
6.3
|
|
|
6.6
|
|
|||
Total
|
$
|
635.5
|
|
|
$
|
583.5
|
|
|
$
|
570.7
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales:
|
|
|
|
|
|
||||||
United States
|
$
|
6,659.7
|
|
|
$
|
6,133.9
|
|
|
$
|
5,584.9
|
|
China
|
2,307.9
|
|
|
2,169.4
|
|
|
1,856.4
|
|
|||
Germany
|
1,013.0
|
|
|
1,082.3
|
|
|
995.5
|
|
|||
All other (each country individually less than 5% of total sales)
|
7,930.5
|
|
|
7,662.9
|
|
|
7,082.0
|
|
|||
Total
|
$
|
17,911.1
|
|
|
$
|
17,048.5
|
|
|
$
|
15,518.8
|
|
|
|
|
|
|
|
||||||
Property, plant and equipment, net:
|
|
|
|
|
|
||||||
United States
|
$
|
1,076.8
|
|
|
$
|
1,080.3
|
|
|
$
|
1,008.2
|
|
Germany
|
162.7
|
|
|
169.2
|
|
|
180.9
|
|
|||
United Kingdom
|
163.1
|
|
|
156.9
|
|
|
151.8
|
|
|||
All other (each country individually less than 5% of total property, plant and equipment, net)
|
899.4
|
|
|
843.2
|
|
|
882.5
|
|
|||
Total
|
$
|
2,302.0
|
|
|
$
|
2,249.6
|
|
|
$
|
2,223.4
|
|
|
Year Ended December 31
|
||||||||||
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Analytical and physical instrumentation
|
$
|
2,463.8
|
|
|
$
|
2,437.0
|
|
|
$
|
2,232.9
|
|
Research and medical products
|
13,512.6
|
|
|
12,686.0
|
|
|
11,512.4
|
|
|||
Product identification
|
1,934.7
|
|
|
1,925.5
|
|
|
1,773.5
|
|
|||
Total
|
$
|
17,911.1
|
|
|
$
|
17,048.5
|
|
|
$
|
15,518.8
|
|
($ in millions, except per share data)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
||||||||
2019:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
4,220.2
|
|
|
$
|
4,444.5
|
|
|
$
|
4,378.0
|
|
|
$
|
4,868.4
|
|
|
Gross profit
|
2,354.9
|
|
|
2,483.8
|
|
|
2,441.4
|
|
|
2,703.6
|
|
|
||||
Operating profit
|
719.7
|
|
|
811.7
|
|
|
776.3
|
|
|
961.7
|
|
|
||||
Net earnings from continuing operations
|
332.3
|
|
|
676.4
|
|
|
630.7
|
|
|
792.9
|
|
|
||||
Net earnings from discontinued operations, net of income taxes
|
1.5
|
|
|
54.9
|
|
|
37.3
|
|
|
482.2
|
|
|
||||
Net earnings attributable to common stockholders
|
327.3
|
|
|
708.6
|
|
|
648.4
|
|
|
1,255.5
|
|
|
||||
Net earnings per common share from continuing operations: 1
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.46
|
|
|
$
|
0.91
|
|
|
$
|
0.85
|
|
|
$
|
1.08
|
|
A
|
Diluted
|
$
|
0.45
|
|
|
$
|
0.90
|
|
|
$
|
0.84
|
|
|
$
|
1.07
|
|
|
Net earnings per common share from discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
0.05
|
|
|
$
|
0.67
|
|
A
|
Diluted
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
0.05
|
|
|
$
|
0.66
|
|
|
Net earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.46
|
|
|
$
|
0.99
|
|
|
$
|
0.90
|
|
|
$
|
1.75
|
|
A
|
Diluted
|
$
|
0.46
|
|
B
|
$
|
0.97
|
|
B
|
$
|
0.89
|
|
|
$
|
1.73
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2018:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
4,022.8
|
|
|
$
|
4,247.6
|
|
|
$
|
4,173.6
|
|
|
$
|
4,604.5
|
|
|
Gross profit
|
2,268.1
|
|
|
2,393.9
|
|
|
2,309.6
|
|
|
2,533.7
|
|
|
||||
Operating profit
|
687.5
|
|
|
758.9
|
|
|
745.3
|
|
|
863.4
|
|
|
||||
Net earnings from continuing operations
|
529.4
|
|
|
592.8
|
|
|
600.3
|
|
|
683.8
|
|
|
||||
Net earnings from discontinued operations, net of income taxes
|
37.2
|
|
|
81.0
|
|
|
63.4
|
|
|
63.0
|
|
|
||||
Net earnings attributable to common stockholders
|
566.6
|
|
|
673.8
|
|
|
663.7
|
|
|
746.8
|
|
|
||||
Net earnings per common share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
0.76
|
|
|
$
|
0.85
|
|
|
$
|
0.86
|
|
|
$
|
0.97
|
|
A
|
Diluted
|
$
|
0.75
|
|
|
$
|
0.84
|
|
|
$
|
0.85
|
|
|
$
|
0.96
|
|
A
|
Net earnings per common share from discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.11
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
Net earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.81
|
|
|
$
|
0.96
|
|
B
|
$
|
0.95
|
|
|
$
|
1.06
|
|
|
Diluted
|
$
|
0.80
|
|
|
$
|
0.95
|
|
|
$
|
0.93
|
|
B
|
$
|
1.05
|
|
A
|
a)
|
The following documents are filed as part of this report.
|
(1)
|
Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
|
(2)
|
Schedules. An index of Exhibits and Schedules is on page 123 of this report. Schedules other than those listed below have been omitted from this Annual Report on Form 10-K because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
|
(3)
|
Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
|
|
Page Number in
Form 10-K
|
Schedule:
|
|
Valuation and Qualifying Accounts
|
Exhibit Number
|
|
Description
|
||
|
|
|
||
2.1
|
|
|
Incorporated by reference from Exhibit 10.1 to Envista Holdings Corporation’s Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054)
|
|
|
|
|
|
|
2.2
|
|
|
Incorporated by reference from Exhibit 2.1 to Danaher Corporation’s Current Report on Form 8-K filed February 25, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
3.1
|
|
|
Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
3.2
|
|
|
Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Current Report on Form 8-K filed March 1, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
3.3
|
|
|
Incorporated by reference from Exhibit 3.2 to Danaher Corporation’s Current Report on Form 8-K filed December 6, 2016 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.1
|
|
|
Incorporated by reference from Exhibit 1.2 to Danaher Corporation’s Current Report on Form 8-K filed on December 11, 2007 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.2
|
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation’s Current Report on Form 8-K filed September 15, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.3
|
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation’s Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.4
|
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.5
|
|
|
Incorporated by reference from Exhibit 4.3 to Danaher Corporation’s Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
|
4.6
|
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed on June 30, 2017 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.7
|
|
|
Incorporated by reference from Exhibit 4.3 to Danaher Corporation’s Current Report on Form 8-K filed on June 30, 2017 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.8
|
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 (Commission File Number: 333-224149)
|
|
|
|
|
|
|
4.9
|
|
|
Incorporated by reference from Exhibit 4.5 to Danaher Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 (Commission File Number: 333-224149)
|
|
|
|
|
|
|
4.10
|
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation’s Current Report on Form 8-K filed September 18, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.11
|
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed September 18, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
4.12
|
|
|
Included in Exhibit 3.2 above
|
|
|
|
|
|
|
4.13
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.2
|
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.3
|
|
|
Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
10.9
|
|
|
Incorporated by reference from Exhibit 10.8 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.10
|
|
|
Incorporated by reference from Exhibit 10.9 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.11
|
|
|
Incorporated by reference from Exhibit 10.12 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.12
|
|
|
Incorporated by reference from Exhibit 10.13 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.13
|
|
|
Incorporated by reference from Exhibit 10.14 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.14
|
|
|
Incorporated by reference from Exhibit 10.15 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.15
|
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.16
|
|
|
Incorporated by reference from Exhibit 10.16 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.17
|
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on September 15, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.18
|
|
|
Incorporated by reference from Exhibit 10.14 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.19
|
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Current Report on Form 8-K filed on November 8, 2018 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.20
|
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on November 8, 2018 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.21
|
|
|
Incorporated by reference from Exhibit 10.20 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.22
|
|
|
|
|
|
|
|
|
|
10.23
|
|
|
Incorporated by reference from Exhibit 10.25 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.24
|
|
|
Incorporated by reference from Exhibit 10.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.25
|
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.26
|
|
|
Incorporated by reference from Exhibit 10.7 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.27
|
|
|
Incorporated by reference from Exhibit 10.35 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.28
|
|
|
Incorporated by reference from Exhibit 10.4 to Envista Holdings Corporation’s Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054)
|
|
|
|
|
|
|
10.29
|
|
|
Incorporated by reference from Exhibit 10.3 to Envista Holdings Corporation’s Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054)
|
|
|
|
|
|
|
10.30
|
|
|
Incorporated by reference from Exhibit 10.2 to Envista Holdings Corporation’s Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054)
|
|
|
|
|
|
|
10.31
|
|
|
Incorporated by reference from Exhibit 10.5 to Envista Holdings Corporation’s Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054)
|
|
|
|
|
|
|
10.32
|
|
|
Incorporated by reference from Exhibit 10.6 to Envista Holdings Corporation’s Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054)
|
|
|
|
|
|
|
10.33
|
|
|
Incorporated by reference from Exhibit 10.7 to Envista Holdings Corporation’s Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054)
|
|
|
|
|
|
|
10.34
|
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed August 29, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.35
|
|
|
Incorporated by reference from Exhibit 10.8 to Danaher Corporation’s Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.36
|
|
|
Incorporated by reference from Exhibit 10.9 to Danaher Corporation’s Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
10.37
|
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Current Report on Form 8-K filed August 29, 2019 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
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. (5)
|
||
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document (5)
|
||
|
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document (5)
|
||
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document (5)
|
||
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document (5)
|
||
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document (5)
|
||
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
+
|
The schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or this filing. Danaher will furnish copies of such schedules to the Securities and Exchange Commission upon request.
|
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
|
(1)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher has entered into an agreement with William K. Daniel II that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.16 except as to the name of the counterparty.
|
|
(2)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. (a subsidiary of Danaher) has entered into a management agreement with Joust Capital II, LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.23, except as to the referenced aircraft and the name of the counterparty.
|
|
(3)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation or a subsidiary thereof has entered into additional interchange agreements with each of Joust Capital II, LLC and Joust Capital III, LLC that are substantially identical in all material respects to the form of agreement attached as Exhibit 10.24, except as to the referenced aircraft and, in certain cases, the name of the counterparty.
|
|
(4)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation has entered into an aircraft time sharing agreement with Matthew R. McGrew that is substantially identical in all material respects to the forms of agreement referenced as Exhibit 10.25 and Exhibit 10.26, respectively,
|
|
(5)
|
Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2019 and 2018, (ii) Consolidated Statements of Earnings for the years ended December 31, 2019, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017, (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 and (vi) Notes to Consolidated Financial Statements.
|
|
|
DANAHER CORPORATION
|
||
|
|
|
|
|
Date:
|
February 21, 2020
|
By:
|
|
/s/ THOMAS P. JOYCE, JR.
|
|
|
|
|
Thomas P. Joyce, Jr.
|
|
|
|
|
President and Chief Executive Officer
|
Name, Title and Signature
|
|
Date
|
|
|
|
|
|
/s/ STEVEN M. RALES
|
|
February 21, 2020
|
|
Steven M. Rales
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
/s/ MITCHELL P. RALES
|
|
February 21, 2020
|
|
Mitchell P. Rales
|
|
|
|
Chairman of the Executive Committee
|
|
|
|
|
|
|
|
/s/ DONALD J. EHRLICH
|
|
February 21, 2020
|
|
Donald J. Ehrlich
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ LINDA HEFNER FILLER
|
|
February 21, 2020
|
|
Linda Hefner Filler
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ THOMAS P. JOYCE, JR.
|
|
February 21, 2020
|
|
Thomas P. Joyce, Jr.
|
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
/s/ TERI LIST-STOLL
|
|
February 21, 2020
|
|
Teri List-Stoll
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ WALTER G. LOHR, JR.
|
|
February 21, 2020
|
|
Walter G. Lohr, Jr.
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ JESSICA L. MEGA, M.D., MPH
|
|
February 21, 2020
|
|
Jessica L. Mega, M.D, MPH
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ PARDIS C. SABETI, M.D., D.Phil
|
|
February 21, 2020
|
|
Pardis C. Sabeti, M.D., D.Phil
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ JOHN T. SCHWIETERS
|
|
February 21, 2020
|
|
John T. Schwieters
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ ALAN G. SPOON
|
|
February 21, 2020
|
|
Alan G. Spoon
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ RAYMOND C. STEVENS, Ph.D.
|
|
February 21, 2020
|
|
Raymond C. Stevens
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ ELIAS A. ZERHOUNI, M.D.
|
|
February 21, 2020
|
|
Elias A. Zerhouni, M.D.
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ MATTHEW R. MCGREW
|
|
February 21, 2020
|
|
Matthew R. McGrew
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ ROBERT S. LUTZ
|
|
February 21, 2020
|
|
Robert S. Lutz
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
|
Classification
|
Balance at Beginning of Period (a)
|
|
Charged to Costs & Expenses
|
|
Impact of Currency
|
|
Charged to Other Accounts (b)
|
|
Write-Offs, Write-Downs & Deductions
|
|
Balance at End of Period (a)
|
||||||||||||
Year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
103.7
|
|
|
$
|
30.0
|
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
(27.6
|
)
|
|
$
|
105.4
|
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
100.3
|
|
|
$
|
31.2
|
|
|
$
|
(3.8
|
)
|
|
$
|
1.3
|
|
|
$
|
(25.3
|
)
|
|
$
|
103.7
|
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
85.6
|
|
|
$
|
27.1
|
|
|
$
|
3.8
|
|
|
$
|
3.5
|
|
|
$
|
(19.7
|
)
|
|
$
|
100.3
|
|
(a)
|
Amounts include allowance for doubtful accounts classified as current and noncurrent.
|
(b)
|
Amounts related to businesses acquired, net of amounts related to businesses disposed not included in discontinued operations.
|
•
|
a merger with, disposition of significant assets to or receipt of disproportionate financial benefits by the interested stockholder, and
|
•
|
any other transaction that would increase the interested stockholder’s proportionate ownership of any class or series of our capital stock.
|
•
|
prior to the time that any stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction in which such stockholder acquired 15% or more of our outstanding voting stock, or
|
•
|
the interested stockholder owns at least 85% of our outstanding voting stock as a result of a transaction in which such stockholder acquired 15% or more of our outstanding voting stock. Shares held by persons who are both directors and officers or by some types of employee stock plans are not counted as outstanding when making this calculation.
|
•
|
for any breach of the director’s legal duty to act in the best interests of us and our stockholders;
|
•
|
for acts or omissions by the director with dishonest intentions or which involve intentional misconduct or an intentional violation of the law;
|
•
|
for declaring dividends or authorizing the purchase or redemption of shares in violation of the DGCL; or
|
•
|
for transactions where the director derived an improper personal benefit.
|
•
|
senior to (i) our common stock and (ii) each other class or series of our capital stock established after March 1, 2019 (which we refer to as the “Initial Issue Date”) the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (we refer to our common stock and all such other classes or series of capital stock, collectively, as “Junior Stock”);
|
•
|
on parity with each class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Parity Stock”);
|
•
|
junior to each class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank senior to the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Senior Stock”);
|
•
|
junior to our existing and future indebtedness and other liabilities; and
|
•
|
structurally subordinated to any existing and future indebtedness and other liabilities of our subsidiaries and capital stock of our subsidiaries held by third parties.
|
•
|
in cash;
|
•
|
by delivery of shares of our common stock; or
|
•
|
by delivery of any combination of cash and shares of our common stock.
|
(i)
|
a number of shares of our common stock equal to the Acquisition Termination Conversion Rate (as defined below); and
|
•
|
the Acquisition Termination Make-Whole Amount;
|
•
|
if the Acquisition Termination Share Price exceeds the Initial Price, the number of shares of our common stock and the amount of cash comprising the Reference Settlement Amount per share of Mandatory Convertible Preferred Stock (before giving effect to any election to pay or deliver, with respect to each share of Mandatory Convertible Preferred Stock, cash in lieu of all or a portion of the number of shares of our common stock equal to the Acquisition Termination Conversion Rate or shares of our common stock in lieu of all or a portion of cash in respect of the Acquisition Termination Dividend Amount);
|
•
|
if the Acquisition Termination Share Price exceeds the Initial Price, whether we will pay cash in lieu of delivering all or any portion of the number of shares of our common stock equal to the Acquisition Termination Conversion Rate comprising a portion of the Reference Settlement Amount (specifying, if applicable, the number of such shares of our common stock in respect of which cash will be delivered);
|
•
|
if the Acquisition Termination Share Price exceeds the Initial Price, whether we will deliver shares of our common stock in lieu of paying cash for all or any portion of the Acquisition Termination Dividend Amount comprising a portion of the Reference Settlement Amount (specifying, if applicable, the percentage of the Acquisition Termination Dividend Amount in respect of which shares of our common stock will be delivered in lieu of cash); and
|
•
|
the Acquisition Termination Redemption Date.
|
(1)
|
amend or alter the provisions of our Charter or the Certificate of Designations for the Mandatory Convertible Preferred Stock so as to authorize or create, or increase the authorized amount of, any class or series of Senior Stock;
|
(2)
|
amend, alter or repeal any provision of our Charter or the Certificate of Designations for the Mandatory Convertible Preferred Stock so as to adversely affect the special rights, preferences, privileges or voting powers of the Mandatory Convertible Preferred Stock; or
|
(3)
|
consummate a binding share exchange or reclassification involving the shares of the Mandatory Convertible Preferred Stock, or a merger or consolidation of us with another entity, unless in each case: (i) the shares of the Mandatory Convertible Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity (or the Mandatory Convertible Preferred Stock is otherwise exchanged or reclassified), are converted or reclassified into or exchanged for preferred stock of the surviving or resulting entity or its ultimate parent; and (ii) the shares of the Mandatory Convertible Preferred Stock that remain outstanding or such shares of preferred stock, as the case may be, have rights, preferences, privileges and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, taken as a whole, of the Mandatory Convertible Preferred Stock immediately prior to the consummation of such transaction;
|
•
|
to cure any ambiguity, omission or mistake, or to correct or supplement any provision contained in the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock that may be defective or inconsistent with any other provision contained in such Certificate of Designations;
|
•
|
to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of our Charter or the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock; or
|
•
|
to make any other change that does not adversely affect the rights of any holder of the Mandatory Convertible Preferred Stock (other than any holder that consents to such change).
|
•
|
if the Applicable Market Value (as defined below) of our common stock was greater than $150.675 (the initial “Threshold Appreciation Price,” which represented a 22.5% appreciation over the Initial Price), then the Conversion Rate would be 6.6368 shares of our common stock per share of the Mandatory Convertible Preferred Stock (the initial “Minimum Conversion Rate,” subject to adjustment as described below under the caption “-Anti-Dilution Adjustments”), which was approximately equal to $1,000 divided by the initial Threshold Appreciation Price;
|
•
|
if the Applicable Market Value of our common stock was less than or equal to the initial Threshold Appreciation Price but greater than or equal to $123.00 (the initial “Initial Price,” which was equal to the per share public offering price of our common stock in a public offering of common stock that we conducted concurrently with our offering of the Mandatory Convertible Preferred Stock), then the Conversion Rate would be equal to $1,000 divided by the Applicable Market Value of our common stock, which would be between 6.6368 and 8.1300 shares of our common stock per share of the Mandatory Convertible Preferred Stock; or
|
•
|
if the Applicable Market Value of our common stock was less than the Initial Price, then the Conversion Rate would be 8.1300 shares of our common stock per share of the Mandatory Convertible Preferred Stock (the initial “Maximum Conversion Rate”), which was approximately equal to $1,000 divided by the initial Initial Price.
|
•
|
a failure by the primary U.S. national or regional securities exchange or market on which our common stock is listed or admitted for trading to open for trading during its regular trading session on such date; or
|
•
|
the occurrence or existence, prior to 1:00 p.m., New York City time, on such date, for more than a one half-hour period in the aggregate during regular trading hours, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in our common stock or in any options contracts or futures contracts relating to our common stock.
|
•
|
there is no Market Disruption Event; and
|
•
|
trading in our common stock generally occurs on The New York Stock Exchange or, if our common stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which our common stock is then listed or, if our common stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock is then listed or admitted for trading;
|
(i)
|
convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into a number of shares of common stock equal to the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock described below;
|
(ii)
|
with respect to such converted shares, receive a Fundamental Change Dividend Make-Whole Amount (as defined below) payable in cash or shares of our common stock; and
|
(iii)
|
with respect to such converted shares, receive the Accumulated Dividend Amount (as defined below) payable in cash or shares of our common stock,
|
|
Stock Price
|
|||||||||||||
Effective Date
|
$50.00
|
$65.00
|
$80.00
|
$95.00
|
$110.00
|
$123.00
|
$135.00
|
$150.68
|
$180.00
|
$200.00
|
$225.00
|
$275.00
|
$325.00
|
$400.00
|
March 1, 2019
|
7.6896
|
7.7043
|
7.6069
|
7.4193
|
7.1926
|
7.0073
|
6.8622
|
6.7177
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
April 15, 2020
|
7.8570
|
7.8860
|
7.8393
|
7.6821
|
7.4354
|
7.2021
|
7.0075
|
6.8115
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
April 15, 2021
|
7.9905
|
8.0128
|
8.0144
|
7.9425
|
7.7255
|
7.4369
|
7.1583
|
6.8720
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
April 15, 2022
|
8.1300
|
8.1300
|
8.1300
|
8.1300
|
8.1300
|
8.1300
|
7.4074
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
6.6368
|
•
|
if the Stock Price is between two Stock Price amounts on the table or the Effective Date is between two Effective Dates on the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Price amounts and the earlier and later Effective Dates, as applicable, based on a 365- or 366-day year, as applicable;
|
•
|
if the Stock Price is in excess of $400.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate; and
|
•
|
if the Stock Price is less than $50.00 per share (subject to adjustment as described above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate.
|
(a)
|
pay the holder in cash, to the extent we are legally permitted to do so, an amount equal to the present value, calculated using a discount rate of 4.75% per annum, of all scheduled dividend payments (excluding any Accumulated Dividend Amount, and subject to the second sentence under “—General” above) on the Mandatory Convertible Preferred Stock for all remaining dividend periods (including any partial dividend period) from, and including, the Effective Date of the applicable Fundamental Change to, but excluding, the Mandatory Conversion Date (the “Fundamental Change Dividend Make-Whole Amount”);
|
(b)
|
increase the number of shares of our common stock to be issued upon conversion by a number equal to (i) the Fundamental Change Dividend Make-Whole Amount divided by (ii) the greater of (x) the Floor Price and (y) 97% of the Stock Price; or
|
(c)
|
pay the Fundamental Change Dividend Make-Whole Amount through any combination of cash and shares of our common stock in accordance with the provisions of clauses (a) and (b) above.
|
•
|
in cash, to the extent we are legally permitted to do so and to the extent permitted under the terms of our credit facilities and other indebtedness;
|
•
|
in an additional number of shares of our common stock equal to (i) the Accumulated Dividend Amount divided by (ii) the greater of (x) the Floor Price and (y) 97% of the Stock Price; or
|
•
|
in a combination of cash and shares of our common stock in accordance with the provisions of the preceding two bullets.
|
•
|
the Fundamental Change Conversion Rate;
|
•
|
the Fundamental Change Dividend Make-Whole Amount and whether we will pay such amount in cash, shares of our common stock or a combination thereof, specifying the combination, if applicable; and
|
•
|
the Accumulated Dividend Amount as of the Effective Date of the Fundamental Change and whether we will pay such amount in cash, shares of our common stock or a combination thereof, specifying the combination, if applicable.
|
•
|
the numerator of which is the sum of (x) the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination; and (y) the total number of shares of our common stock constituting such dividend or other distribution; and
|
•
|
the denominator of which is the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination, without giving effect to such dividend, distribution, stock split or stock combination.
|
•
|
the numerator of which is the sum of (x) the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination and (y) the number of shares of our common stock issuable pursuant to such rights or warrants; and
|
•
|
the denominator of which is the sum of (x) the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination and (y) the number of shares of our common stock equal to the quotient of the aggregate offering price payable to exercise such rights or warrants divided by the Current Market Price of our common stock.
|
•
|
the numerator of which is the number of shares of our common stock that would be outstanding immediately after, and solely as a result of, such subdivision or combination; and
|
•
|
the denominator of which is the number of shares of our common stock outstanding immediately prior to such subdivision or combination.
|
•
|
any dividend or distribution of shares of common stock described in clause (1) above;
|
•
|
any rights or warrants described in clause (2) above;
|
•
|
any dividend or distribution described in clause (5) below;
|
•
|
any Spin-Off, as to which the provisions set forth below in this clause (4)(b) shall apply; and
|
•
|
an issuance solely pursuant to a Reorganization Event (as defined below), as to which the provisions described below under the caption “—Recapitalizations, Reclassifications and Changes of Our Common Stock” will apply,
|
•
|
the numerator of which is the Current Market Price of our common stock; and
|
•
|
the denominator of which is the Current Market Price of our common stock minus the fair market value, as determined by our board of directors, or an authorized committee thereof, in good faith (which determination shall be final, conclusive and binding), on such date fixed for determination, of the portion of the evidences of indebtedness, shares of our capital stock, securities, rights to acquire shares of our capital stock, cash or other assets so distributed applicable to one share of our common stock.
|
•
|
the numerator of which is the sum of (x) the Current Market Price of our common stock and (y) the fair market value, as determined by our board of directors, or an authorized committee thereof, in good faith (which determination shall be final, conclusive and binding), of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of our common stock (or, if such shares of capital stock or equity interests are listed on a U.S. national or regional securities exchange, the Current Market Price of such capital stock or equity interests); and
|
•
|
the denominator of which is the Current Market Price of our common stock.
|
•
|
a distribution solely pursuant to a Reorganization Event, as to which the provisions described below under the caption “—Recapitalizations, Reclassifications and Changes of Our Common Stock” will apply,
|
•
|
any dividend or other distribution in connection with our voluntary or involuntary liquidation, dissolution or winding-up; and
|
•
|
any consideration payable as part of a tender or exchange offer described in clause (6) below,
|
•
|
the numerator of which is the Current Market Price of our common stock minus the Dividend Threshold (provided that if the distribution is not a regular quarterly cash dividend, then the dividend threshold will, for purposes of such distribution, be deemed to be zero); and
|
•
|
the denominator of which is the Current Market Price of our common stock minus the amount per share of such dividend or other distribution.
|
•
|
the numerator of which shall be equal to the sum of:
|
•
|
the denominator of which shall be equal to the product of:
|
•
|
clauses (2), (4)(a) and (5) above, the “Current Market Price” of our common stock is the Average VWAP per share of our common stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the “Ex-Date” (as defined below) with respect to the issuance, distribution or dividend requiring such computation;
|
•
|
clause (4)(b) above, the “Current Market Price” of our common stock and the capital stock or equity interests of the subsidiary or other business unit being distributed, as applicable, is the Average VWAP per share of common stock, capital stock or equity interests of the subsidiary or other business unit being distributed, as applicable, over the first 10 consecutive Trading Days commencing on and including the Ex-Date of such distribution (which Average VWAP, in the case of any such capital stock or equity interests, will be determined as if references to our common stock, and the ticker symbol thereof, in the definitions of VWAP and Trading Day were instead references such capital stock or equity interests, or the ticker symbol thereof, as applicable); and
|
•
|
clause (6) above, the “Current Market Price” of our common stock is the Average VWAP per share of our common stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date of the relevant tender offer or exchange offer.
|
(a)
|
upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of common stock under any plan;
|
(b)
|
upon the issuance of any shares of our common stock or rights, warrants, options, units or other securities exercisable for the purchase of those shares pursuant to any present or future retirement, deferred compensation, incentive or other benefit plan or program of or assumed by us or any of our subsidiaries;
|
(c)
|
upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Issue Date, including, without limitation, our LYONs;
|
(f)
|
as a result of a tender offer that satisfies the exception described in clause (6) above for offers solely to holders of fewer than 100 shares of our common stock;
|
(g)
|
as a result of a tender or exchange offer by a person other than us or one or more of our subsidiaries; or
|
(h)
|
for accumulated dividends on the Mandatory Convertible Preferred Stock, except as described above under “-Acquisition Termination Redemption,” “—Mandatory Conversion,” “—Conversion at the Option of the Holder” and “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.”
|
•
|
the record date for a dividend or distribution on shares of our common stock occurs after the end of the Settlement Period and before the Mandatory Conversion Date; and
|
•
|
such dividend or distribution would have resulted in an adjustment of the number of shares of common stock issuable to the holders of the Mandatory Convertible Preferred Stock had such record date occurred on or before the last Trading Day of the Settlement Period,
|
•
|
any consolidation or merger of us with or into another person (other than a merger or consolidation in which we are the surviving corporation and in which the shares of our common stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of us or another person);
|
•
|
any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets;
|
•
|
any reclassification of our common stock into securities, including securities other than our common stock; or
|
•
|
any statutory exchange of our securities with another person (other than in connection with a merger or acquisition),
|
•
|
from and after the effective time of such Reorganization Event, (i) the consideration due upon conversion or redemption of any Mandatory Convertible Preferred Stock will be determined in the same manner as if each reference to any number of shares of common stock in the provisions described under this “Description of 4.75% Mandatory Convertible Preferred Stock, Series A” section (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (ii) for purposes of the definition of “Fundamental Change,” the terms “common stock” and “capital stock” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;
|
•
|
for these purposes, the VWAP of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by us (or, in the case of cash denominated in U.S. dollars, the face amount thereof); and
|
•
|
at the effective time of such Reorganization Event, we may amend the Certificate of Designations without the consent of the holders of the Mandatory Convertible Preferred Stock to give effect to the provisions described in the previous bullet points.
|
Series
|
Maturity
|
Interest Rate
|
Interest
Payment Dates
|
Record Dates
|
Aggregate Principal Amount Issued/ Authorized/ Outstanding
|
Floating Rate Notes
|
June 30, 2022
|
Three-month USD
EURIBOR plus 0.300% per annum, provided that the minimum interest rate shall be zero
|
Quarterly in arrears on March 31, June 30, September 30 and December 31, commencing on September 30, 2017
|
Fifteenth calendar day immediately preceding the floating rate interest payment date
|
€250 million
|
2022 Notes
|
January 4, 2022
|
1.700%
|
Annually in arrears on January 4, commencing on January 4, 2016
|
Fifteenth calendar day immediately preceding the related interest payment date
|
€800 million
|
2025 Notes
|
July 8, 2025
|
2.500%
|
Annually in arrears on July 8, commencing on July 8, 2016
|
Fifteenth calendar day immediately preceding the related interest payment date
|
€800 million
|
2026 Notes
|
March 18, 2026
|
0.200%
|
Annually in arrears on March 18, commencing on March 18, 2020
|
March 3
|
€1.25 billion
|
2027 Notes
|
June 30, 2027
|
1.200%
|
Annually in arrears on June 30, commencing on June 30, 2018
|
Fifteenth calendar day immediately preceding the related interest payment date
|
€600 million
|
2028 Notes
|
March 18, 2028
|
0.450%
|
Annually in arrears on March 18, commencing on March 18, 2020
|
March 3
|
€1.25 billion
|
2031 Notes
|
September 18, 2031
|
0.750%
|
Annually in arrears on September 18, commencing on September 18, 2020
|
September 3
|
€1.75 billion
|
2039 Notes
|
September 18, 2039
|
1.350%
|
Annually in arrears on September 18, commencing on September 18, 2020
|
September 3
|
€1.25 billion
|
2049 Notes
|
September 18, 2049
|
1.800%
|
Annually in arrears on September 18, commencing on September 18, 2020
|
September 3
|
€1.75 billion
|
•
|
EURIBOR is the offered rate for deposits in euro having a maturity of three months, as that rate appears on Reuters Page EURIBOR01 as of 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date.
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•
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If the rate described above does not appear on Reuters Page EURIBOR01, EURIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the Euro-Zone interbank market by the principal Euro-Zone office of each of four major banks in that market selected by Danaher International I: euro deposits having a maturity of three months and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time. The calculation agent will request the principal Euro-Zone office of each of these banks to provide a quotation in writing of its rate. If at least two quotations are provided in writing, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean (rounded upwards) calculated by the calculation agent of such quotations.
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•
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If fewer than two quotations are provided as described above, EURIBOR for the relevant EURIBOR Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading Euro-Zone banks quoted in writing, at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major banks in the Euro-Zone selected by Danaher International I: loans of euro having a maturity of three months and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time.
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•
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If fewer than three banks selected by Danaher International I are quoting as described above, EURIBOR shall be the EURIBOR in effect on such EURIBOR Interest Determination Date.
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•
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accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;
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•
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deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions of notes properly tendered; and
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•
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deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being repurchased.
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(1)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than (a) Danaher or one of its subsidiaries, (b) any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (c) Steven M. Rales and Mitchell P. Rales) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of Danaher’s or the Issuer’s voting stock or other voting stock into which its voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;
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(2)
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the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of Danaher’s assets and the assets of its subsidiaries or the Issuer’s assets and the assets of the Issuer’s subsidiaries, in each case taken as a whole, to one or more persons (other than Danaher or one of Danaher’s subsidiaries); or
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(3)
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Danaher ceases to own, directly or indirectly, 100% of the equity interests of the Issuer, other than as a result of the merger or consolidation of the Issuer with and into Danaher.
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(1)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than (a) us or one of our subsidiaries, (b) any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (c) Steven M. Rales and Mitchell P. Rales) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our voting stock or other voting stock into which its voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;
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(2)
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the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries taken as a whole, to any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) (other than us or one of our subsidiaries); or
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(3)
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we cease to own, directly or indirectly, 100% of the equity interests of the Issuer, other than as a result of the merger or consolidation of the Issuer with and into us.
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•
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the holder gives the trustee written notice of a continuing event of default with respect to a series of notes held by that holder;
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•
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holders of at least 25% of the aggregate principal amount of the outstanding notes of that series make a request, in writing, and offer reasonable indemnity, to the trustee for the trustee to institute the requested proceeding;
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•
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the trustee does not receive direction contrary to the holder’s request from holders of a majority in aggregate principal amount of the outstanding notes of that series within 60 days following such notice, request and offer of indemnity under the terms of such indenture; and
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•
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the trustee does not institute the requested proceeding within 60 days following such notice.
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•
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to reduce the percentage in principal amount of notes of any series whose holders must consent to a supplemental indenture, or consent to any waiver of compliance with certain provisions of the indenture, or consent to certain defaults under the indenture, in each case as provided for in the indenture;
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•
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to reduce the rate of, or change the stated maturity of any installment of, interest on any note;
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•
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to reduce the principal of or change the stated maturity of principal of, or any installment of principal of or interest on, any note;
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•
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to reduce the premium payable upon the redemption of any note;
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•
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to make any note, or any premium or interest thereon, payable in a currency other than that stated in that note;
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•
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to change any place of payment where any note or any premium or interest thereon is payable;
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•
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to impair the right to bring a lawsuit for the enforcement of any payment on or after the stated maturity of any note (or in the case of redemption, on or after the date fixed for redemption); or
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•
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generally, to modify any of the above provisions of the indenture or any provisions providing for the waiver of past defaults or waiver of compliance with certain covenants, except to increase the percentage in principal amount of notes of any series whose holders must consent to an amendment or waiver, as applicable, or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note affected by the modification or waiver.
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•
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to evidence that another person has become the Issuer’s successor and that the successor assumes the Issuer’s covenants, agreements, and obligations in the indenture and in the notes;
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•
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to surrender any of the Issuer’s rights or powers under the indenture, or to add to its covenants further covenants for the protection of the holders of all or any series of notes;
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•
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to add any additional events of default for the benefit of the holders of all or any series of notes;
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•
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to cure any ambiguity, to correct or supplement any provision in the indenture that may be defective or inconsistent with any other provision in the indenture, or to make other provisions in regard to matters or questions arising under the indenture;
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•
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to add to or change any of the provisions of the indenture as necessary to permit or facilitate the issuance of notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of notes in uncertificated form;
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•
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to secure the notes;
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•
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to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the notes of one or more series and to add to or change any of the provisions of the indenture as necessary to provide for the administration of the indenture by more than one trustee; and
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•
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to conform the indenture or any supplemental indenture to the description of the notes set forth in any prospectus or prospectus supplement related to such notes.
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•
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the Issuer has delivered to the Trustee for cancellation all notes of that series (with limited exceptions); or
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•
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all notes of that series not previously delivered to the Trustee for cancellation have become due and payable, will become due and payable within one year, or are to be called for redemption within one year under arrangements satisfactory to the trustee, and in any such case the Issuer has deposited with the trustee as trust funds (in euro) the entire amount sufficient to pay at maturity or upon redemption all of the principal, premium and interest due with respect to those notes;
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•
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legal defeasance, which will permit the Issuer to defease and be discharged from, subject to limitations, all of its obligations with respect to those notes; or
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•
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covenant defeasance, which will permit the Issuer and Danaher to be released from their obligations to comply with certain covenants relating to those notes.
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•
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it irrevocably deposits with the Trustee, in trust, an amount in such currency (taking into account payment of principal, premium and interest thereon in accordance with their terms) which will provide money in an amount sufficient to pay, when due upon maturity or redemption, as the case may be, the principal of, premium, if any, and interest on those notes;
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•
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it delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium and interest when due on the deposited money will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, and interest when due with respect to all the notes of that series to maturity or redemption, as the case may be;
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•
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no event which is, or after notice or lapse of time would become, an event of default under the indenture shall have occurred and be continuing at the time of such deposit or, with regard to any default relating to Issuer’s bankruptcy, insolvency or reorganization, at any time on or prior to the 90th day after such deposit;
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•
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the deposit does not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all securities under the indenture are in default within the meaning of such Act);
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•
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the deposit is not a default under any other agreement binding on the Issuer;
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•
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such deposit will not result in the trust arising from such deposit constituting an investment company under the Investment Company Act of 1940, as amended, unless such trust is registered under, or exempt from, such act;
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•
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the Issuer delivers to the Trustee an opinion of counsel addressing certain federal income tax matters relating to the defeasance;
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•
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if the securities are to be redeemed prior to the stated maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given or provision for such notice satisfactory to the Trustee shall have been made; and
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•
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we deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance and discharge of the notes of that series as contemplated by the applicable indenture have been complied with.
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•
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deliver to the trustee all information documents and reports required to be filed by an Issuer or Danaher, as the case may be with the SEC under Section 13 or 15(d) of the Exchange Act, within 15 days after the same is filed with the SEC;
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•
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preserve and keep in full force and effect Danaher and the applicable Issuer’s corporate existences; and
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•
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pay and cause Danaher’s significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) to pay the applicable Issuer’s, Danaher’s and their taxes, assessments and government levies when due, except to the extent the same is being contested in good faith by appropriate proceedings.
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•
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purchase money mortgages created to secure payment for the acquisition or construction of any property including, but not limited to, any indebtedness incurred by Danaher or a Subsidiary prior to, at the time of, or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price of such property or construction or improvements on such property;
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•
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mortgages, pledges, liens, security interests or encumbrances (collectively referred to as security interests) on property, or any conditional sales agreement or any title retention with respect to property, existing at the time of acquisition thereof, whether or not assumed by Danaher or any of its Subsidiaries;
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•
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security interests on property or shares of capital stock or indebtedness of any corporation or firm existing at the time such corporation or firm becomes a Subsidiary;
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•
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security interests in property or shares of capital stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated with Danaher or any of its Subsidiaries or at the time of a sale, lease, or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety to Danaher or any of its Subsidiaries, provided that no such security interests shall extend to any other Principal Property of ours or such Subsidiary prior to such acquisition or to other Principal Property thereafter acquired other than additions or improvements to the acquired property;
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•
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security interests on Danaher’s property or property of a Subsidiary in favor of the United States of America or any state thereof, or in favor of any other country, or any department, agency, instrumentality or political subdivision thereof (including, without limitation, security interests to secure indebtedness of the pollution control or industrial revenue type) in order to permit Danaher or any of its Subsidiaries to perform a contract or to secure indebtedness incurred for the purpose of financing all or any part of the purchase price for the cost of constructing or improving the property subject to such security interests or which is required by law or regulation as a condition to the transaction of any business or the exercise of any privilege, franchise or license;
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•
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security interests on any property or assets of any Subsidiary to secure indebtedness owing by it to Danaher or to another Subsidiary;
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•
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any mechanics’, materialmen’s, carriers’ or other similar lien arising in the ordinary course of business, including construction of facilities, in respect of obligations that are not yet due or that are being contested in good faith;
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•
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any security interest for taxes, assessments or government charges or levies not yet delinquent, or already delinquent, but the validity of which is being contested in good faith;
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•
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any security interest arising in connection with legal proceedings being contested in good faith, including any judgment lien so long as execution thereof is being stayed;
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•
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landlords’ liens on fixtures located on premises leased by Danaher or any of its Subsidiaries in the ordinary course of business; or
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•
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any extension, renewal or replacement, or successive extensions, renewals or replacements, in whole or in part, of any security interest referred to in the foregoing bullets.
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•
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Danaher or such Subsidiary would be entitled, without equally and ratably securing the senior debt securities, to incur Indebtedness secured by a mortgage on the Principal Property leased pursuant to any of the bullets referenced above under “—Limitation on Secured Debt,” or
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•
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an amount equal to the value of the Principal Property so leased is applied to the retirement, within 120 days of the effective date of such arrangement, of indebtedness for borrowed money incurred or assumed by Danaher or a Subsidiary which is recorded as Funded Debt as shown on Danaher’s most recent consolidated balance sheet and which in the case of such Indebtedness of ours, is not subordinate and junior in right of payment to the prior payment of the notes or guarantees, as applicable.
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•
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the surviving or acquiring entity is a (1) Danaher or (2) a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States or any member country of the European Union directly or indirectly wholly-owned by Danaher and in each case the acquiring entity expressly assumes the Issuer’s obligations with respect to the outstanding debt securities under the applicable indenture by executing a supplemental indenture;
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•
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immediately after giving effect to the transaction, no event of default, or event which, after notice or lapse of time or both, would become an event of default, shall have happened and be continuing; and
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•
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the Issuer has delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable indenture and all conditions precedent relating to such transaction have been complied with.
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•
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the surviving or acquiring entity is a U.S. corporation, limited liability company, partnership or trust and the acquiring entity expressly assumes Danaher’s obligations with respect to the outstanding debt securities under the indentures by executing a supplemental indenture;
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•
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immediately after giving effect to the transaction, no event of default, or event which, after notice or lapse of time or both, would become an event of default, shall have happened and be continuing; and
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•
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Danaher has delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the indentures and all conditions precedent relating to such transaction have been complied with.
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•
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any Principal Property, or
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•
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any shares of capital stock or Indebtedness of any Subsidiary.
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•
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any Principal Property, or
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•
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any shares of capital stock or Indebtedness of any Subsidiary that owns a Principal Property.
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I.
|
NOTICE OF STOCK OPTION GRANT
|
II.
|
AGREEMENT
|
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares his or her consent to the data processing operations described in Section 13 of this Agreement. This includes, without limitation, the transfer of the Optionee's Personal Information to, and the processing of such data by, the Company or as the case may be, the Stock Plan Administrator in the United States. The undersigned may withdraw his or her consent at any time, with future effect and for any or no reason as described in Section 13 of this Agreement.
|
PARTICIPANT
|
|
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Signature
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|
I.
|
GRANT NOTICE
|
Date of Grant
|
|
|
|
|
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Number of Restricted Stock Units
|
|
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Vesting Schedule
|
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|
|
Time-Based Vesting Criteria
|
|
The time-based vesting criteria will be satisfied with respect to 100% of the shares underlying the RSUs on the earlier of (1) the first anniversary of the Date of Grant, or (2) the date of, and immediately prior to, the next annual meeting of shareholders of the Company following the Date of Grant.
|
II.
|
AGREEMENT
|
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares his or her consent to the data processing operations described in Section 13 of this Agreement. This includes, without limitation, the transfer of the Participant's Personal Information to, and the processing of such data by, the Company or as the case may be, the Stock Plan Administrator in the United States. The undersigned may withdraw his or her consent at any time, with future effect and for any or no reason as described in Section 13 of this Agreement.
|
PARTICIPANT
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|
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|
Signature
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Name:
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Option ID:
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|
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Date of Grant
|
|
|
|
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Exercise Price per Share
|
|
$
|
|
|
Total Number of Shares Granted
|
|
|
|
|
Type of Option
|
|
Nonstatutory Stock Option
|
|
|
Expiration Date
|
|
Tenth anniversary of Date of Grant
|
|
|
Vesting Schedule:
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|
|
|
1.
|
Purposes for processing of the Personal Data
|
1.
|
Цели обработки Персональных данных
|
1.1.
|
Granting to the Optionee restricted share units or rights to purchase shares of common stock.
|
1.1.
|
Предоставление Субъектам персональных данных ограниченных прав на акции (Option) или прав покупки обыкновенных акций.
|
1.2.
|
Compliance with the effective Russian Federation laws;
|
1.2.
|
Соблюдение действующего законодательства Российской Федерации;
|
2.
|
The Optionee hereby grants consent to processing of the personal data listed below
|
2.
|
Субъект персональных данных настоящим дает согласие на обработку перечисленных ниже персональных данных
|
2.1.
|
Last name, first name, patronymic, year, month, date and place of birth, gender, age, address, citizenship, information on education, contact details (home address(es), direct office, home and mobile telephone numbers, e-mail address, etc.), photographs;
|
2.1.
|
Фамилия, имя, отчество, год, месяц, дата и место рождения, пол, возраст, адрес, гражданство, сведения об образовании, контактная информация (домашний(е) адрес(а), номера прямого офисного, домашнего и мобильного телефонов, адрес электронной почты и др.), фотографии;
|
2.2.
|
Information contained in personal identification documents (including passport details), tax identification number and number of the State Pension Insurance Certificate, including photocopies of passports, visas, work permits, drivers licenses, other personal documents;
|
2.2.
|
Сведения, содержащиеся в документах, удостоверяющих личность, в том числе паспортные данные, ИНН и номер страхового свидетельства государственного пенсионного страхования, в том числе фотокопии паспортов, виз, разрешений на работу, водительских удостоверений, других личных документов;
|
2.3.
|
Information on employment, including the list of duties, information on the current and former employers, information on promotions, disciplinary sanctions, transfer to other position / work, etc.;
|
2.3.
|
Информация о трудовой деятельности, включая должностные обязанности, информация о текущем и прежних работодателях, сведения о повышениях, дисциплинарных взысканиях, переводах на другую должность/работу, и т.д.;
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2.4.
|
Information on the Optionee’s salary amount, information on salary changes, on participation in employer benefit plans and programs, on bonuses paid, etc.;
|
2.4.
|
Информация о размере заработной платы Субъекта персональных данных, данные об изменении заработной платы, об участии в премиальных системах и программах Работодателя, информация о выплаченных премиях, и т.д.;
|
2.5.
|
Information on work time, including hours scheduled for work per week and hours actually worked;
|
2.5.
|
Сведения о рабочем времени, включая нормальную продолжительность рабочего времени в неделю и количество фактически отработанного рабочего времени;
|
2.6.
|
Information on potential membership of certain categories of employees having rights for guarantees and benefits in accordance with the Russian Federation Labor Code and other effective legislation;
|
2.6.
|
Сведения о принадлежности к определенным категориям работников, которым предоставляются гарантии и льготы в соответствии с Трудовым кодексом Российской Федерации и иным действующим законодательством;
|
2.7.
|
Information on the Optionee’s tax status (exempt, tax resident status, etc.);
|
2.7.
|
Информация о налоговом статусе Субъекта персональных данных (освобождение от уплаты налогов, является ли налоговым резидентом и т.д.);
|
2.8.
|
Information on shares of Common Stock or directorships held by the Optionee, details of all awards or any other entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding;
|
2.8.
|
Информация об обыкновенных акциях или членстве в совете директоров Субъекта персональных данных, обо всех программах вознаграждения или иных правах на получение обыкновенных акций, которые были предоставлены, аннулированы, исполнены, погашены, непогашены или подлежат выплате.
|
2.9.
|
Any other information, which may become necessary to the Company in connection with the purposes specified in Clause 2 above.
|
2.9.
|
Любые иные данные, которые могут потребоваться Операторам в связи с осуществлением целей, указанных в п. 3 выше.
|
the “Personal Data”
|
|
далее – «Персональные данные»
|
|
3.1.
|
The Optionee hereby consents to performing the following operations with the Personal Data:
|
3.1.
|
Субъект персональных данных настоящим дает согласие на совершение с Персональными данными перечисленных ниже действий:
|
3.1.1.
|
processing of the Personal Data, including collection, systematization, accumulation, storage, verification (renewal, modification), use, dissemination (including transfer), impersonalizing, blockage, destruction;
|
3.1.1.
|
обработка Персональных данных, включая сбор, систематизацию, накопление, хранение, уточнение (обновление, изменение), использование, распространение (в том числе передача), обезличивание, блокирование, уничтожение персональных данных;
|
3.1.2.
|
transborder transfer of the Personal Data to îperators located on the territory of foreign states. The Optionee hereby confirms that he was notified of the fact that the recipients of the Personal Data may be located in foreign states that do not ensure adequate protection of rights of personal data subjects;
|
3.1.2.
|
трансграничная передача Персональных данных операторам на территории любых иностранных государств. Субъект персональных данных настоящим подтверждает, что он был уведомлен о том, что получатели Персональных данных могут находиться в иностранных государствах, не обеспечивающих адекватной защиты прав субъектов персональных данных;
|
3.1.3.
|
including Personal Data into generally accessible sources of personal data (including directories, address books and other), placing Personal Data on the Company’s web-sites on the Internet.
|
3.1.3.
|
включение Персональных данных в общедоступные источники персональных данных (в том числе справочники, адресные книги и т.п.), размещение Персональных данных на сайтах Операторов в сети Интернет.
|
3.2.
|
General description of the data processing methods used by the Company
|
3.2.
|
Общее описание используемых Оператором(ами) способов обработки персональных данных
|
3.2.1.
|
When processing the Personal Data, the Company undertakes the necessary organizational and technical measures for protecting the Personal Data from unlawful or accidental access to them, from destruction, change, blockage, copying, dissemination of Personal Data, as well as from other unlawful actions.
|
3.2.1.
|
При обработке Персональных данных Операторы принимают необходимые организационные и технические меры для защиты Персональных данных от неправомерного или случайного доступа к ним, уничтожения, изменения, блокирования, копирования, распространения Персональных данных, а также от иных неправомерных действий.
|
3.2.2.
|
Processing of the Personal Data by the Company shall be performed using the data processing methods that ensure confidentiality of the Personal Data, except where: (1) Personal Data is impersonalized; and (2) in relation to publicly available Personal Data; and in compliance with the established requirements to ensuring the security of personal data, the requirements to the tangible media of biometric personal data and to the technologies for storage of such data outside personal data information systems in accordance with the effective legislation.
|
3.2.2.
|
Обработка Персональных данных Операторами осуществляется при помощи способов, обеспечивающих конфиденциальность таких данных, за исключением следующих случаев: (1) в случае обезличивания Персональных данных; (2) в отношении общедоступных Персональных данных; и при соблюдении установленных требований к обеспечению безопасности персональных данных, требований к материальным носителям биометрических персональных данных и технологиям хранения таких данных вне информационных систем персональных данных в соответствии с действующим законодательством.
|
4.
|
Term, revocation procedure
This Statement of Consent is valid for an indefinite term. The Optionee may revoke this consent by sending to Company a written notice at least ninety (90) days in advance of the proposed consent revocation date. The Optionee agrees that during the specified notice period the Company is not obliged to cease processing of personal data or to destroy the personal data of The Optionee.
|
4.
|
Срок, порядок отзыва
Настоящее согласие действует в течение неопределенного срока. Субъект персональных данных может отозвать настоящее согласие путем направления Оператору(ам) письменного(ых) уведомления(ий) не менее чем за 90 (девяносто) дней до предполагаемой даты отзыва настоящего согласия. Субъект персональных данных соглашается на то, что в течение указанного срока Оператор(ы) не обязан(ы) прекращать обработку персональных данных и уничтожать персональные данные Субъекта персональных данных.
|
i.
|
a copy of the Company's most recent annual report (i.e., Form 10-K) is available at: https://investors.danaher.com/sec-filings;
|
ii.
|
a copy of the Plan is attached as an exhibit to the Company’s annual report (i.e., Form 10-K) available at https://investors.danaher.com/sec-filings; and
|
iii.
|
a copy of the Plan Prospectus is available at www.fidelity.com.
|
1.
|
OFFER OF STOCK UNITS AND OPTIONS
|
2.
|
TERMS OF GRANT
|
3.
|
ADDITIONAL DOCUMENTS
|
•
|
the Plan;
|
•
|
U.S. prospectus for the Plan;
|
•
|
The Company's Annual Report on Form 10-K; and
|
•
|
The Company's Proxy Statement for the Annual Meeting of Shareholders.
|
4.
|
RELIANCE ON STATEMENTS
|
5.
|
ELIGIBILITY
|
6.
|
WHAT ARE THE MATERIAL TERMS OF THE STOCK UNITS?
|
(i)
|
there must be a real risk that, under the conditions of the Plan, you will forfeit the Stock Units or Options or lose them (other than by disposing of them or in connection with the vesting of the Stock Units or Options); or
|
(ii)
|
there must be a real risk that if your Stock Units or Options vest, under the conditions of the Plan, you will forfeit the resulting Shares or lose them other than by disposing of them.
|
(i)
|
when there are both no longer any genuine restrictions on the disposal of the Stock Units and/or Options and there is no real risk of you forfeiting the Stock Units and/or Options;
|
(ii)
|
when there is no real risk of you forfeiting the Shares acquired at vesting or exercise (as applicable) and there is no genuine restriction on the disposal of the underlying Shares (if such restrictions exist, the taxing point is delayed until they lift); and
|
(iii)
|
cessation of employment (to the extent you retain the Stock Units and/or Options), but see Section 12(e)); and
|
1.
|
U.S. TAXATION CONSEQUENCES OF PARTICIPATION IN THE PLAN
|
2.
|
RESTRICTION ON CAPITAL RAISING 5% LIMIT
|
I.
|
Tildelingstidspunkt
|
II.
|
Vilkår for tildelinger
|
III.
|
Udnyttelsesdato
|
IV.
|
Udnyttelsespris
|
V.
|
Rettigheder ved ansættelsens ophør
|
VI.
|
Økonomiske aspekter ved deltagelse i Programmet
|
•
|
made available to appropriate persons at the Company around the world (and the Optionee hereby consents to the transfer of the Optionee’s data outside of Hong Kong);
|
•
|
supplied to any agent, contractor or third party who provides administrative or other services to the Company and/or the Hong Kong Employer or elsewhere and who has a duty of confidentiality (examples of such persons include, but are not limited to, any third party brokers or administrators engaged by the Company in relation to the Plan, external auditors, trustees, insurance companies, actuaries and any consultants/agents appointed by the Company and/or the Hong Kong Employer to plan, provide and/or administer employee benefits and awards granted under the Plan);
|
•
|
disclosed to any government departments or other appropriate governmental or regulatory authorities in Hong Kong or elsewhere such as the Inland Revenue Department and the Labour Department;
|
•
|
made available to any actual or proposed purchaser of all or part of the business of the Company or the Hong Kong Employer, in the case of any merger, acquisition or other public offering, the purchaser or subscriber for shares in the Company or the Hong Kong Employer; and
|
•
|
made available to third parties in the form of marketing materials and/or directories identifying the names, office telephone numbers, email addresses and/or other contact information for key officers, senior employees and their secretaries, assistants and support staff of the Company or the Hong Kong Employer for promotional and administrative purposes.
|
I.
|
NOTICE OF GRANT
|
II.
|
AGREEMENT
|
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares his or her consent to the data processing operations described in Section 13 of this Agreement. This includes, without limitation, the transfer of the Participant's Personal Information to, and the processing of such data by, the Company, the Employer or, as the case may be, the Stock Plan Administrator in the United States. The undersigned may withdraw his or her consent at any time, with future effect and for any or no reason as described in Section 13 of this Agreement.
|
PARTICIPANT:
|
|
|
|
|
|
|
|
Signature
|
|
1.
|
Purposes for processing of the Personal Data
|
1.
|
Цели обработки Персональных данных
|
|
|
|
|
1.1
|
Granting to the Participant restricted share units or rights to purchase shares of common stock.
|
1.1
|
Предоставление Субъектам персональных данных ограниченных прав на акции (RSU) или прав покупки обыкновенных акций.
|
|
|
|
|
1.2
|
Compliance with the effective Russian Federation laws;
|
1.2
|
Соблюдение действующего законодательства Российской Федерации;
|
|
|
|
|
|
|
|
|
2. The Participant hereby grants consent to processing of the personal data listed below
|
2. Субъект персональных данных настоящим дает согласие на обработку перечисленных ниже персональных данных
|
||
|
|
|
|
2.1
|
Last name, first name, patronymic, year, month, date and place of birth, gender, age, address, citizenship, information on education, contact details (home address(es), direct office, home and mobile telephone numbers, e-mail address, etc.), photographs;
|
2.1
|
Фамилия, имя, отчество, год, месяц, дата и место рождения, пол, возраст, адрес, гражданство, сведения об образовании, контактная информация (домашний(е) адрес(а), номера прямого офисного, домашнего и мобильного телефонов, адрес электронной почты и др.), фотографии;
|
|
|
|
|
2.2
|
Information contained in personal identification documents (including passport details), tax identification number and number of the State Pension Insurance Certificate, including photocopies of passports, visas, work permits, drivers licenses, other personal documents;
|
2.2
|
Сведения, содержащиеся в документах, удостоверяющих личность, в том числе паспортные данные, ИНН и номер страхового свидетельства государственного пенсионного страхования, в том числе фотокопии паспортов, виз, разрешений на работу, водительских удостоверений, других личных документов;
|
|
|
|
|
2.3
|
Information on employment, including the list of duties, information on the current and former employers, information on promotions, disciplinary sanctions, transfer to other position / work, etc.;
|
2.3
|
Информация о трудовой деятельности, включая должностные обязанности, информация о текущем и прежних работодателях, сведения о повышениях, дисциплинарных взысканиях, переводах на другую должность/работу, и т.д.;
|
|
|
|
|
2.4
|
Information on the Participant’s salary amount, information on salary changes, on participation in employer benefit plans and programs, on bonuses paid, etc.;
|
2.4
|
Информация о размере заработной платы Субъекта персональных данных, данные об изменении заработной платы, об участии в премиальных системах и программах Работодателя, информация о выплаченных премиях, и т.д.;
|
|
|
|
|
2.5
|
Information on work time, including hours scheduled for work per week and hours actually worked;
|
2.5
|
Сведения о рабочем времени, включая нормальную продолжительность рабочего времени в неделю и количество фактически отработанного рабочего времени;
|
|
|
|
|
2.6
|
Information on potential membership of certain categories of employees having rights for guarantees and benefits in accordance with the Russian Federation Labor Code and other effective legislation;
|
2.6
|
Сведения о принадлежности к определенным категориям работников, которым предоставляются гарантии и льготы в соответствии с Трудовым кодексом Российской Федерации и иным действующим законодательством;
|
|
|
|
|
2.7
|
Information on the Participant’s tax status (exempt, tax resident status, etc.);
|
2.7
|
Информация о налоговом статусе Субъекта персональных данных (освобождение от уплаты налогов, является ли налоговым резидентом и т.д.);
|
|
|
|
|
2.8
|
Information on shares of Common Stock or directorships held by the Participant, details of all awards or any other entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding;
|
2.8
|
Информация об обыкновенных акциях или членстве в совете директоров Субъекта персональных данных, обо всех программах вознаграждения или иных правах на получение обыкновенных акций, которые были предоставлены, аннулированы, исполнены, погашены, непогашены или подлежат выплате.
|
|
|
|
|
2.9
|
Any other information, which may become necessary to the Company in connection with the purposes specified in Clause 2 above.
|
2.9
|
Любые иные данные, которые могут потребоваться Операторам в связи с осуществлением целей, указанных в п. 3 выше.
|
|
|
|
|
the “Personal Data”
|
далее – «Персональные данные»
|
||
|
|
|
|
3.1 The Participant hereby consents to performing the following operations with the Personal Data:
|
3.1. Субъект персональных данных настоящим дает согласие на совершение с Персональными данными перечисленных ниже действий:
|
||
|
|
|
|
3.1.1
|
processing of the Personal Data, including collection, systematization, accumulation, storage, verification (renewal, modification), use, dissemination (including transfer), impersonalizing, blockage, destruction;
|
3.1.1
|
обработка Персональных данных, включая сбор, систематизацию, накопление, хранение, уточнение (обновление, изменение), использование, распространение (в том числе передача), обезличивание, блокирование, уничтожение персональных данных;
|
|
|
|
|
3.1.2
|
transborder transfer of the Personal Data to îperators located on the territory of foreign states. The Participant hereby confirms that he was notified of the fact that the recipients of the Personal Data may be located in foreign states that do not ensure adequate protection of rights of personal data subjects;
|
3.1.2
|
трансграничная передача Персональных данных операторам на территории любых иностранных государств. Субъект персональных данных настоящим подтверждает, что он был уведомлен о том, что получатели Персональных данных могут находиться в иностранных государствах, не обеспечивающих адекватной защиты прав субъектов персональных данных;
|
|
|
|
|
3.1.3
|
including Personal Data into generally accessible sources of personal data (including directories, address books and other), placing Personal Data on the Company's web-sites on the Internet.
|
3.1.3
|
включение Персональных данных в общедоступные источники персональных данных (в том числе справочники, адресные книги и т.п.), размещение Персональных данных на сайтах Операторов в сети Интернет.
|
|
|
|
|
3.2 General description of the data processing methods used by the Company
|
3.2 Общее описание используемых Оператором(ами) способов обработки персональных данных
|
||
|
|
|
|
3.2.1
|
When processing the Personal Data, the Company undertakes the necessary organizational and technical measures for protecting the Personal Data from unlawful or accidental access to them, from destruction, change, blockage, copying, dissemination of Personal Data, as well as from other unlawful actions.
|
3.2.1
|
При обработке Персональных данных Операторы принимают необходимые организационные и технические меры для защиты Персональных данных от неправомерного или случайного доступа к ним, уничтожения, изменения, блокирования, копирования, распространения Персональных данных, а также от иных неправомерных действий.
|
|
|
|
|
3.2.2
|
Processing of the Personal Data by the Company shall be performed using the data processing methods that ensure confidentiality of the Personal Data, except where: (1) Personal Data is impersonalized; and (2) in relation to publicly available Personal Data; and in compliance with the established requirements to ensuring the security of personal data, the requirements to the tangible media of biometric personal data and to the technologies for storage of such data outside personal data information systems in accordance with the effective legislation.
|
3.2.2
|
Обработка Персональных данных Операторами осуществляется при помощи способов, обеспечивающих конфиденциальность таких данных, за исключением следующих случаев: (1) в случае обезличивания Персональных данных; (2) в отношении общедоступных Персональных данных; и при соблюдении установленных требований к обеспечению безопасности персональных данных, требований к материальным носителям биометрических персональных данных и технологиям хранения таких данных вне информационных систем персональных данных в соответствии с действующим законодательством.
|
|
|
|
|
|
|
|
|
4.
|
Term, revocation procedure
|
4.
|
Срок, порядок отзыва
|
This Statement of Consent is valid for an indefinite term. The Participant may revoke this consent by sending to Company a written notice at least ninety (90) days in advance of the proposed consent revocation date. The Participant agrees that during the specified notice period the Company is not obliged to cease processing of Personal Data or destroy the Personal Data of the Participant.
|
Настоящее согласие действует в течение неопределенного срока. Субъект персональных данных может отозвать настоящее согласие путем направления Оператору(ам) письменного(ых) уведомления(ий) не менее чем за 90 (девяносто) дней до предполагаемой даты отзыва настоящего согласия. Субъект персональных данных соглашается на то, что в течение указанного срока Оператор(ы) не обязан(ы) прекращать обработку персональных данных и уничтожать персональные данные Субъекта персональных данных.
|
i.
|
a copy of the Company's most recent annual report (i.e., Form 10-K) is available at: https://investors.danaher.com/sec-filings;
|
ii.
|
a copy of the Plan is attached as an exhibit to the Company’s annual report (i.e., Form 10-K) available at https://investors.danaher.com/sec-filings; and
|
iii.
|
a copy of the Plan Prospectus is available at www.fidelity.com.
|
•
|
the Plan;
|
•
|
U.S. prospectus for the Plan;
|
•
|
The Company's Annual Report on Form 10-K; and
|
•
|
The Company's Proxy Statement for the Annual Meeting of Shareholders.
|
(a)
|
What are Stock Units?
|
(b)
|
Do I have to pay any money to receive the award of Stock Units?
|
(c)
|
How many Shares will I receive upon vesting of my Restricted Stock Units?
|
(d)
|
When do I become a stockholder?
|
(e)
|
Can I transfer the Stock Units to someone else?
|
(a)
|
What are Options?
|
(b)
|
Do I have to pay any money to receive the award of Options?
|
(c)
|
How many Shares will I receive upon exercise of my Options?
|
(d)
|
When do I become a stockholder?
|
(e)
|
Can I transfer the Options to someone else?
|
(a)
|
What is the effect of the Award of the Stock Units and/or Options?
|
(i)
|
there must be a real risk that, under the conditions of the Plan, you will forfeit the Stock Units or Options or lose them (other than by disposing of them or in connection with the vesting of the Stock Units or Options); or
|
(ii)
|
there must be a real risk that if your Stock Units or Options vest, under the conditions of the Plan, you will forfeit the resulting Shares or lose them other than by disposing of them.
|
(b)
|
When will the taxable income from the Stock Units or Options under the Plan be recognized?
|
(i)
|
when there are both no longer any genuine restrictions on the disposal of the Stock Units and/or Options and there is no real risk of you forfeiting the Stock Units and/or Options;
|
(ii)
|
when there is no real risk of you forfeiting the Shares acquired at vesting or exercise (as applicable) and there is no genuine restriction on the disposal of the underlying Shares (if such restrictions exist, the taxing point is delayed until they lift); and
|
(iii)
|
cessation of employment (to the extent you retain the Stock Units and/or Options), but see Section 12(e)); and
|
(c)
|
What is the amount to be included in your assessable income if an ESS deferred taxing point occurs?
|
(d)
|
What is the market value of the underlying Shares?
|
(e)
|
What happens if I cease employment before my Options and/or Stock Units vest?
|
(f)
|
When do I recognize taxable income from dividends?
|
(g)
|
On the date of sale of Shares acquired under the Plan, am I required to recognize a taxable gain or loss upon sale of the Shares? If so,
|
(h)
|
Withholding and Reporting
|
I.
|
Tildelingstidspunkt
|
II.
|
Vilkår for tildelinger
|
III.
|
Udnyttelsesdato
|
IV.
|
Udnyttelsespris
|
V.
|
Rettigheder ved ansættelsens ophør
|
VI.
|
Økonomiske aspekter ved deltagelse i Programmet
|
I.
|
NOTICE OF STOCK OPTION GRANT
|
Date of Grant:
|
|
|
Target PSUs:
|
|
|
TSR Performance Period:
|
|
|
ROIC Performance Period:
|
|
|
Vesting Conditions:
|
|
Per this Agreement (including Addendum A)
|
II.
|
AGREEMENT
|
Declaration of Data Privacy Consent. By providing the additional signature below, the undersigned explicitly declares his or her consent to the data processing operations described in Section 12 of this Agreement. This includes, without limitation, the transfer of the Participant’s Personal Information to, and the processing of such data by, the Company, the Employer or, as the case may be, the Stock Plan Administrator in the United States. The undersigned may withdraw his or her consent at any time, with future effect and for any or no reason as described in Section 13 of this Agreement.
|
PARTICIPANT:
|
|
|
|
|
|
|
|
Signature
|
|
Three Year Average ROIC Change
|
ROIC Modifier Factor
|
At or above + 200 basis points
|
110%
|
Below + 200 basis points and above zero basis points
|
100%
|
At or below zero basis points
|
90%
|
TSR Percentile Rank
|
=
|
(N-R)
|
*
|
100
|
N
|
Compensation structure for non-management directors
|
|||
Annual cash retainer
|
$
|
125,000
|
|
Annual equity award target award value
|
$
|
185,000
|
|
Committee chair annual cash retainer (Compensation, Nominating and Governance, Science and Technology)
|
$
|
20,000
|
|
Committee chair annual cash retainer (Audit)
|
$
|
25,000
|
|
Lead Independent Director annual cash retainer
|
$
|
40,000
|
|
Per meeting cash fee for each Board/committee meeting a director attends in excess of twenty during a calendar year
|
$
|
2,000
|
|
Exhibit 21.1
|
|
Danaher Corporation
Subsidiaries of the Registrant |
|
Name
|
Jurisdiction of Formation
|
AB Sciex LLC
|
Delaware
|
AB Sciex LP
|
Canada
|
AB Sciex Pte Ltd.
|
Singapore
|
Aguasin SpA
|
Chile
|
Alltec Angewandte Laserlicht Technologie GmbH
|
Germany
|
Applitek NV
|
Belgium
|
Beckman Coulter Australia Pty Ltd
|
Australia
|
Beckman Coulter Biomedical GmbH
|
Germany
|
Beckman Coulter Biotechnology (Suzhou) Co. Ltd.
|
China
|
Beckman Coulter Biyomedikal Urunler Sanayi ve Ticaret Limited [irketi]
|
Turkey
|
Beckman Coulter Canada LP
|
Canada
|
Beckman Coulter Commercial Enterprise (China) Co., Ltd.
|
China
|
Beckman Coulter de Mexico, S.A. de C.V.
|
Mexico
|
Beckman Coulter do Brasil Ltda.
|
Brazil
|
Beckman Coulter Eurocenter S.A.
|
Switzerland
|
Beckman Coulter France ApS
|
Denmark
|
Beckman Coulter France S.A.S.
|
France
|
Beckman Coulter Genomics Inc.
|
Delaware
|
Beckman Coulter G.m.b.H.
|
Germany
|
Beckman Coulter Hong Kong Limited
|
Hong Kong
|
Beckman Coulter, Inc.
|
Delaware
|
Beckman Coulter India Private Limited
|
India
|
Beckman Coulter International SA
|
Switzerland
|
Beckman Coulter International Shanghai Trading Co.
|
China
|
Beckman Coulter Ireland Inc.
|
Ireland
|
Beckman Coulter K.K.
|
Japan
|
Beckman Coulter Korea Ltd.
|
Korea, Republic of
|
Beckman Coulter Laboratory Systems (Suzhou) Co. Ltd.
|
China
|
Beckman Coulter Limited Liability Company
|
Russian Federation
|
Beckman Coulter Nederland B.V.
|
Netherlands
|
Beckman Coulter Nippon GK
|
Japan
|
Beckman Coulter Saudi Arabia Co.Ltd.
|
Saudi Arabia
|
Beckman Coulter, S.L.
|
Spain
|
Beckman Coulter Srl
|
Italy
|
Beckman Coulter Taiwan Inc.
|
California
|
Beckman Coulter United Kingdom Limited
|
United Kingdom
|
Beckman Finance ApS
|
Denmark
|
BioTector Analytical Systems Ltd
|
Ireland
|
Blue Software LLC
|
Delaware
|
Cepheid
|
California
|
Cepheid AB
|
Sweden
|
Cepheid Benelux
|
Belgium
|
Cepheid Europe SAS
|
France
|
Cepheid HBDC SAS
|
France
|
Cepheid Proprietary Limited
|
South Africa
|
Cepheid UK Ltd.
|
United Kingdom
|
ChemTreat, Inc.
|
Virginia
|
ChemTreat International, Inc.
|
Virginia
|
Cispus Hong Kong Holding Limited
|
Hong Kong
|
Coulter Electronics Pty. Limited
|
Australia
|
Danaher (Shanghai) Management Co. Ltd.
|
China
|
Danaher Hong Kong Limited
|
Hong Kong
|
Danaher Medical ApS
|
Denmark
|
Devicor Medical Device (Shanghai) Co.Ltd.
|
China
|
Devicore Medical Products Inc.
|
Delaware
|
DH Europe Finance II Sarl
|
Luxembourg
|
DH Europe Finance Sarl
|
Luxembourg
|
DH Holdings Germany LLC
|
Delaware
|
DH Holding Italia SRL
|
Italy
|
DH Japan Finance Sarl
|
Luxembourg
|
DH Life Sciences LLC
|
Delaware
|
DH Operations BV
|
Netherlands
|
SH Switzerland Finance Sarl
|
Luxembourg
|
DH Technologies Development Pte Ltd.
|
Singapore
|
DHKAB Company AB
|
Sweden
|
DTIL Ireland Holdings Ltd.
|
Ireland
|
Enfocus BVBA
|
Belgium
|
Esko BV
|
Belgium
|
Esko Graphics BV
|
Belgium
|
Esko Graphics Inc.
|
Georgia
|
Esko Software BV
|
Belgium
|
FCL Hong Kong Holding Limited
|
Hong Kong
|
FHAB Company AB
|
Sweden
|
Gelman Sciences Inc.
|
Michigan
|
GH GmbH & Co KG
|
Germany
|
GL UK Holdings Limited
|
United Kingdom
|
Hach Company
|
Delaware
|
Hach Lange Finance GmbH
|
Germany
|
Hach Lange GmbH
|
Germany
|
Hach Lange Sàrl
|
Switzerland
|
Hach Sales & Services Canada LP
|
Canada
|
Hach Water Quality Analytical Instru. (Shanghai) Co., Ltd.
|
China
|
HemoCue AB
|
Sweden
|
Hybritech Incorporated
|
California
|
ID Business Solutions Limited
|
United Kingdom
|
Immunotech SAS
|
France
|
Immunotech Sro
|
Czech Republic
|
Integrated DNA Technologies BVBA
|
Belgium
|
Integrated DNA Technologies Inc.
|
Delaware
|
Integrated DNA Technologies Pte. Ltd.
|
Singapore
|
Iris International, Inc.
|
Delaware
|
Joslyn Holding Company LLC
|
Delaware
|
Kaltenbach & Voigt GmbH
|
Germany
|
KDF Finance ApS
|
Denmark
|
KNF BV
|
Netherlands
|
KUKA Holding ApS
|
Denmark
|
KFL Finance Ltd.
|
Ireland
|
Kipp & Zonen BV
|
Netherlands
|
Labcyte Inc.
|
Delaware
|
Laetus GmbH
|
Germany
|
Launchchange Holding Company
|
United Kingdom
|
Launchchange Operations Limited
|
United Kingdom
|
Leica Biosystems Imaging Inc.
|
Delaware
|
Leica Biosystems Melbourne Pty Ltd
|
Australia
|
Leica Biosystems Newcastle Limited
|
United Kingdom
|
Leica Biosystems Nussloch GmbH
|
Germany
|
Leica Biosystems Richmond, Inc.
|
Illinois
|
Leica Instruments (Singapore) Pte Limited
|
Singapore
|
Leica Microsystems (UK) Limited
|
United Kingdom
|
Leica Microsystems Cambridge Limited
|
United Kingdom
|
Leica Microsystems CMS GmbH
|
Germany
|
Leica Microsystems GmbH
|
Germany
|
Leica Microsystems Inc.
|
Delaware
|
Leica Microsystems IR GmbH
|
Germany
|
Leica Microsystems Ltd. Shanghai
|
China
|
Leica Microsystems Limited
|
Hong Kong
|
Leica Mikrosysteme (Austria) GmbH
|
Austria
|
Leica Mikrosysteme Vertrieb GmbH
|
Germany
|
Linx Printing Technologies Limited
|
United Kingdom
|
LTAG UK Ltd.
|
United Kingdom
|
Lumigen, Inc.
|
Michigan
|
McCrometer, Inc.
|
Delaware
|
Molecular Devices, LLC
|
Delaware
|
Nihon Pall Ltd.
|
Japan
|
Nihon Pall Manufacturing Limited
|
Japan
|
Normond info SAS
|
France
|
OTT Hydromet Corp
|
Virginia
|
Pall (Canada) ULC
|
Canada
|
Pall (China) Co., Ltd.
|
China
|
Pall (Schweiz) GmbH
|
Switzerland
|
Pall Aeropower Corporation
|
Delaware
|
Pall Artelis BVBA
|
Belgium
|
Pall Asia Holdings Inc.
|
Delaware
|
Pall Australia Pty. Ltd.
|
Australia
|
Pall Austria Filter Ges.m.b.h
|
Austria
|
Pall Corporation
|
New York
|
Pall Europe Limited
|
United Kingdom
|
Pall Filtersystems GmbH
|
Germany
|
Pall Filtration and Separations Group Inc.
|
Delaware
|
Pall Filtration Pte. Ltd.
|
Singapore
|
Pall France SAS
|
France
|
Pall GmbH
|
Germany
|
Pall India Pvt. Ltd.
|
India
|
Pall International Holdings, Inc.
|
Delaware
|
Pall International Sarl
|
Switzerland
|
Pall Italia Srl
|
Italy
|
Pall Korea Ltd.
|
Korea, Republic of
|
Pall Life Sciences Belgium BVBA
|
Belgium
|
Pall Life Sciences Puerto Rico, LLC
|
Puerto Rico
|
Pall Manufacturing UK Limited
|
United Kingdom
|
Pall Medistad BV
|
Netherlands
|
Pall Technology UK Limited
|
United Kingdom
|
Pantone LLC
|
Delaware
|
Phenomenex, Inc.
|
California
|
QG HoldCo GmbH
|
Germany
|
Radiometer K.K.
|
Japan
|
Radiometer Medical ApS
|
Denmark
|
Radiometer Medical Equipment (Shanghai) Co. Ltd.
|
China
|
Radiometer Solutions Sp.zoo
|
Poland
|
Radiometer Turku Oy
|
Finland
|
Sarbel UK Holding Company
|
United Kingdom
|
Sea-Bird Electronics, Inc.
|
Washington
|
SenDx Medical Inc.
|
Delaware
|
Shanghai AB Sciex Analytical Instrument Trading Co. Ltd.
|
China
|
TH Finance Limited
|
United Kingdom
|
Tianjin Bonna-Agela Technologies Co., Ltd.
|
China
|
Trojan Technologies Group ULC
|
Canada
|
U.S. Peroxide, LLC
|
Delaware
|
Videojet China Trading
|
China
|
Videojet Do Brasil Comércio de Equipamentos Para Codificação Industrial Ltda.
|
Brazil
|
Videojet Technologies (I) Pvt. Ltd
|
India
|
Videojet Technologies (Shanghai) Co., Ltd.
|
China
|
Videojet Technologies Europe B.V.
|
Netherlands
|
Videojet Technologies Inc.
|
Delaware
|
WA Mistral SAS
|
France
|
Water Quality GmbH
|
Germany
|
X-Ray Optical Systems, Inc.
|
Delaware
|
X-Rite Asia Pacific Limited
|
Hong Kong
|
X-Rite Europe GmbH
|
Switzerland
|
X-Rite Incorporated
|
Michigan
|
X-Rite Switzerland GmbH
|
Switzerland
|
Yukon Hong Kong Holding Limited
|
Hong Kong
|
Zhuhai S.E.Z. Videojet Electronics Ltd.
|
China
|
Registration Number
|
|
Date Filed
|
333-224149
|
|
April 5, 2018
|
333-232524
|
|
July 2, 2019
|
Name
|
|
Registration Number
|
|
Date Filed
|
Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated; Amended and Restated Danaher Corporation 1998 Stock Option Plan
|
|
333-144572
|
|
July 13, 2007
|
|
|
|
|
|
Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated
|
|
333-159059
333-175223 333-190014
333-213629
333-219421
|
|
May 8, 2009
June 29, 2011 July 18, 2013
September 14, 2016
July 24, 2017
|
|
|
|
|
|
Danaher Corporation and Subsidiaries Retirement and Savings Plan; Danaher Corporation and Subsidiaries Savings Plan
|
|
333-107500
333-117678
333-159057
333-213630
|
|
July 31, 2003
July 27, 2004
May 8, 2009
September 14, 2016
|
|
|
|
|
|
Danaher Corporation and Subsidiaries Amended and Restated Executive Deferred Incentive Program
|
|
333-105198
333-159056
333-213631
333-228069
|
|
May 13, 2003
May 8, 2009
September 14, 2016
October 31, 2018
|
|
|
|
|
|
Pall Corporation 2012 Stock Compensation Plan, as amended
|
|
333-207565
333-213632
|
|
October 22, 2015
September 14, 2016
|
|
|
|
|
|
Cepheid 2006 Equity Incentive Plan, as amended; Cepheid 2015 Equity Incentive Plan
|
|
333-213633
|
|
September 14, 2016
|
/s/ Ernst & Young LLP
|
|
Tysons, Virginia
|
February 21, 2020
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 21, 2020
|
By:
|
/s/ Thomas P. Joyce, Jr.
|
|
|
Name:
|
Thomas P. Joyce, Jr.
|
|
|
Title:
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 21, 2020
|
By:
|
/s/ Matthew R. McGrew
|
|
|
Name:
|
Matthew R. McGrew
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
February 21, 2020
|
By:
|
/s/ Thomas P. Joyce, Jr.
|
|
|
Name:
|
Thomas P. Joyce, Jr.
|
|
|
Title:
|
President and Chief Executive Officer
|
Date:
|
February 21, 2020
|
By:
|
/s/ Matthew R. McGrew
|
|
|
Name:
|
Matthew R. McGrew
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|