☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
59-1995548
|
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
||
2200 Pennsylvania Avenue, N.W., Suite 800W
|
|
20037-1701
|
|
Washington,
|
DC
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, $0.01 par value
|
DHR
|
New York Stock Exchange
|
4.75% Mandatory Convertible Preferred Stock, Series A, without par value
|
DHR.PRA
|
New York Stock Exchange
|
5.00% Mandatory Convertible Preferred Stock, Series B, without par value
|
DHR.PRB
|
New York Stock Exchange
|
Floating Rate Senior Notes due 2022
|
DHR F 06/30/22
|
New York Stock Exchange
|
1.700% Senior Notes due 2022
|
DHR 1.7 01/04/22
|
New York Stock Exchange
|
1.700% Senior Notes due 2024
|
DHR 1.7 03/30/24
|
New York Stock Exchange
|
2.500% Senior Notes due 2025
|
DHR 2.5 07/08/25
|
New York Stock Exchange
|
0.200% Senior Notes due 2026
|
DHR 0.2 03/18/26
|
New York Stock Exchange
|
2.100% Senior Notes due 2026
|
DHR 2.1 09/30/26
|
New York Stock Exchange
|
1.200% Senior Notes due 2027
|
DHR 1.2 06/30/27
|
New York Stock Exchange
|
0.450% Senior Notes due 2028
|
DHR 0.45 03/18/28
|
New York Stock Exchange
|
2.500% Senior Notes due 2030
|
DHR 2.5 03/30/30
|
New York Stock Exchange
|
0.750% Senior Notes due 2031
|
DHR 0.75 09/18/31
|
New York Stock Exchange
|
1.350% Senior Notes due 2039
|
DHR 1.35 09/18/39
|
New York Stock Exchange
|
1.800% Senior Notes due 2049
|
DHR 1.8 09/18/49
|
New York Stock Exchange
|
Large Accelerated Filer
|
|
☒
|
|
Accelerated Filer
|
|
☐
|
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|
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|
|||
Non-accelerated Filer
|
|
☐
|
|
Smaller Reporting Company
|
|
☐
|
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|
Emerging Growth Company
|
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☐
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Page
|
PART I -
|
FINANCIAL INFORMATION
|
|
|
|
|
|
||
|
|
|
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||
|
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|
|
||
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|
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PART II -
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
5,539.3
|
|
|
$
|
19,912.3
|
|
Trade accounts receivable, less allowance for doubtful accounts of $130.3 and $103.7, respectively
|
3,378.4
|
|
|
3,191.4
|
|
||
Inventories:
|
|
|
|
||||
Finished goods
|
1,406.2
|
|
|
833.5
|
|
||
Work in process
|
475.4
|
|
|
284.9
|
|
||
Raw materials
|
711.3
|
|
|
509.9
|
|
||
Total inventories
|
2,592.9
|
|
|
1,628.3
|
|
||
Prepaid expenses and other current assets
|
833.2
|
|
|
864.6
|
|
||
Total current assets
|
12,343.8
|
|
|
25,596.6
|
|
||
Property, plant and equipment, net of accumulated depreciation of $2,880.8 and $2,761.4, respectively
|
2,972.9
|
|
|
2,302.0
|
|
||
Other long-term assets
|
2,280.1
|
|
|
1,720.8
|
|
||
Goodwill
|
33,227.1
|
|
|
22,712.5
|
|
||
Other intangible assets, net
|
20,444.5
|
|
|
9,749.7
|
|
||
Total assets
|
$
|
71,268.4
|
|
|
$
|
62,081.6
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
17.2
|
|
|
$
|
212.4
|
|
Trade accounts payable
|
1,598.6
|
|
|
1,514.4
|
|
||
Accrued expenses and other liabilities
|
3,984.1
|
|
|
3,205.3
|
|
||
Total current liabilities
|
5,599.9
|
|
|
4,932.1
|
|
||
Other long-term liabilities
|
7,025.6
|
|
|
5,350.9
|
|
||
Long-term debt
|
22,370.0
|
|
|
21,516.7
|
|
||
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 July 3, 2020 and December 31, 2019; 1.72 million shares of 5.00% Mandatory Convertible Preferred Stock, Series B, issued and outstanding as of July 3, 2020 and no shares issued or outstanding as of December 31, 2019
|
3,267.7
|
|
|
1,599.6
|
|
||
Common stock - $0.01 par value, 2.0 billion shares authorized; 849.5 million issued and 709.2 million outstanding as of July 3, 2020; 835.5 million issued and 695.5 million outstanding as of December 31, 2019
|
8.5
|
|
|
8.4
|
|
||
Additional paid-in capital
|
9,475.1
|
|
|
7,564.6
|
|
||
Retained earnings
|
25,373.5
|
|
|
24,166.3
|
|
||
Accumulated other comprehensive income (loss)
|
(1,863.1
|
)
|
|
(3,068.3
|
)
|
||
Total Danaher stockholders’ equity
|
36,261.7
|
|
|
30,270.6
|
|
||
Noncontrolling interests
|
11.2
|
|
|
11.3
|
|
||
Total stockholders’ equity
|
36,272.9
|
|
|
30,281.9
|
|
||
Total liabilities and stockholders’ equity
|
$
|
71,268.4
|
|
|
$
|
62,081.6
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
|
||||||||
Sales
|
$
|
5,297.4
|
|
|
$
|
4,444.5
|
|
|
$
|
9,640.5
|
|
|
$
|
8,664.7
|
|
|
Cost of sales
|
(2,444.8
|
)
|
|
(1,960.7
|
)
|
|
(4,345.1
|
)
|
|
(3,826.0
|
)
|
|
||||
Gross profit
|
2,852.6
|
|
|
2,483.8
|
|
|
5,295.4
|
|
|
4,838.7
|
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
(1,685.4
|
)
|
|
(1,390.0
|
)
|
|
(3,143.7
|
)
|
|
(2,757.7
|
)
|
|
||||
Research and development expenses
|
(322.6
|
)
|
|
(282.1
|
)
|
|
(609.6
|
)
|
|
(549.6
|
)
|
|
||||
Operating profit
|
844.6
|
|
|
811.7
|
|
|
1,542.1
|
|
|
1,531.4
|
|
|
||||
Nonoperating income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Other (expense) income, net
|
(0.7
|
)
|
|
5.0
|
|
|
(2.2
|
)
|
|
10.1
|
|
|
||||
Gain on sale of product lines
|
454.6
|
|
|
—
|
|
|
454.6
|
|
|
—
|
|
|
||||
Interest expense
|
(78.6
|
)
|
|
(19.7
|
)
|
|
(126.0
|
)
|
|
(40.2
|
)
|
|
||||
Interest income
|
1.0
|
|
|
26.2
|
|
|
63.5
|
|
|
41.9
|
|
|
||||
Earnings from continuing operations before income taxes
|
1,220.9
|
|
|
823.2
|
|
|
1,932.0
|
|
|
1,543.2
|
|
|
||||
Income taxes
|
(293.6
|
)
|
|
(146.8
|
)
|
|
(409.6
|
)
|
|
(534.5
|
)
|
|
||||
Net earnings from continuing operations
|
927.3
|
|
|
676.4
|
|
|
1,522.4
|
|
|
1,008.7
|
|
|
||||
Earnings from discontinued operations, net of income taxes
|
—
|
|
|
54.9
|
|
|
—
|
|
|
56.4
|
|
|
||||
Net earnings
|
927.3
|
|
|
731.3
|
|
|
1,522.4
|
|
|
1,065.1
|
|
|
||||
Mandatory convertible preferred stock dividends
|
(34.6
|
)
|
|
(22.7
|
)
|
|
(54.2
|
)
|
|
(29.2
|
)
|
|
||||
Net earnings attributable to common stockholders
|
$
|
892.7
|
|
|
$
|
708.6
|
|
|
$
|
1,468.2
|
|
|
$
|
1,035.9
|
|
|
Net earnings per common share from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.27
|
|
|
$
|
0.91
|
|
|
$
|
2.09
|
|
(b)
|
$
|
1.37
|
|
|
Diluted
|
$
|
1.24
|
|
|
$
|
0.90
|
|
|
$
|
2.06
|
|
(b)
|
$
|
1.36
|
|
|
Net earnings per common share from discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
Net earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.27
|
|
|
$
|
0.99
|
|
|
$
|
2.09
|
|
(b)
|
$
|
1.45
|
|
|
Diluted
|
$
|
1.24
|
|
|
$
|
0.97
|
|
(a)
|
$
|
2.06
|
|
(b)
|
$
|
1.43
|
|
(a)
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
705.1
|
|
|
717.6
|
|
|
701.1
|
|
|
712.6
|
|
|
||||
Diluted
|
718.2
|
|
|
727.9
|
|
|
713.1
|
|
|
723.2
|
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Net earnings
|
$
|
927.3
|
|
|
$
|
731.3
|
|
|
$
|
1,522.4
|
|
|
$
|
1,065.1
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
1,076.7
|
|
|
(46.5
|
)
|
|
922.8
|
|
|
(57.3
|
)
|
||||
Pension and postretirement plan benefit adjustments
|
7.9
|
|
|
4.6
|
|
|
16.1
|
|
|
10.0
|
|
||||
Unrealized gain on available-for-sale securities adjustments
|
0.4
|
|
|
0.5
|
|
|
1.0
|
|
|
0.9
|
|
||||
Cash flow hedge adjustments
|
(156.8
|
)
|
|
(6.8
|
)
|
|
265.3
|
|
|
(6.8
|
)
|
||||
Total other comprehensive income (loss), net of income taxes
|
928.2
|
|
|
(48.2
|
)
|
|
1,205.2
|
|
|
(53.2
|
)
|
||||
Comprehensive income
|
$
|
1,855.5
|
|
|
$
|
683.1
|
|
|
$
|
2,727.6
|
|
|
$
|
1,011.9
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Preferred stock:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
1,599.6
|
|
|
$
|
1,599.6
|
|
|
$
|
1,599.6
|
|
|
$
|
—
|
|
Issuance of Mandatory Convertible Preferred Stock
|
1,668.1
|
|
|
—
|
|
|
1,668.1
|
|
|
1,599.6
|
|
||||
Balance, end of period
|
$
|
3,267.7
|
|
|
$
|
1,599.6
|
|
|
$
|
3,267.7
|
|
|
$
|
1,599.6
|
|
Common stock:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
8.4
|
|
|
$
|
8.3
|
|
|
$
|
8.4
|
|
|
$
|
8.2
|
|
Issuance of common stock
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Balance, end of period
|
$
|
8.5
|
|
|
$
|
8.3
|
|
|
$
|
8.5
|
|
|
$
|
8.3
|
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
7,629.8
|
|
|
$
|
7,376.3
|
|
|
$
|
7,564.6
|
|
|
$
|
5,834.3
|
|
Common stock-based award activity
|
106.8
|
|
|
93.5
|
|
|
171.3
|
|
|
175.6
|
|
||||
Common stock issued in connection with LYONs’ conversions, including tax benefit of $3.0, $3.5, $3.0 and $8.2, respectively
|
10.1
|
|
|
12.8
|
|
|
10.8
|
|
|
29.6
|
|
||||
Issuance of common stock
|
1,728.4
|
|
|
—
|
|
|
1,728.4
|
|
|
1,443.1
|
|
||||
Balance, end of period
|
$
|
9,475.1
|
|
|
$
|
7,482.6
|
|
|
$
|
9,475.1
|
|
|
$
|
7,482.6
|
|
Retained earnings:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
24,608.6
|
|
|
$
|
25,368.5
|
|
|
$
|
24,166.3
|
|
|
$
|
25,163.0
|
|
Adoption of accounting standards
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
||||
Net earnings
|
927.3
|
|
|
731.3
|
|
|
1,522.4
|
|
|
1,065.1
|
|
||||
Dividends declared for common stock
|
(127.8
|
)
|
|
(122.1
|
)
|
|
(253.4
|
)
|
|
(243.9
|
)
|
||||
Mandatory Convertible Preferred Stock cumulative dividends
|
(34.6
|
)
|
|
(22.7
|
)
|
|
(54.2
|
)
|
|
(29.2
|
)
|
||||
Balance, end of period
|
$
|
25,373.5
|
|
|
$
|
25,955.0
|
|
|
$
|
25,373.5
|
|
|
$
|
25,955.0
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
(2,791.3
|
)
|
|
$
|
(2,796.1
|
)
|
|
$
|
(3,068.3
|
)
|
|
$
|
(2,791.1
|
)
|
Other comprehensive income (loss)
|
928.2
|
|
|
(48.2
|
)
|
|
1,205.2
|
|
|
(53.2
|
)
|
||||
Balance, end of period
|
$
|
(1,863.1
|
)
|
|
$
|
(2,844.3
|
)
|
|
$
|
(1,863.1
|
)
|
|
$
|
(2,844.3
|
)
|
Noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
11.3
|
|
|
$
|
12.1
|
|
|
$
|
11.3
|
|
|
$
|
12.3
|
|
Change in noncontrolling interests
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Balance, end of period
|
$
|
11.2
|
|
|
$
|
12.0
|
|
|
$
|
11.2
|
|
|
$
|
12.0
|
|
Total stockholders’ equity, end of period
|
$
|
36,272.9
|
|
|
$
|
32,213.2
|
|
|
$
|
36,272.9
|
|
|
$
|
32,213.2
|
|
|
Six-Month Period Ended
|
||||||
|
July 3, 2020
|
|
June 28, 2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
1,522.4
|
|
|
$
|
1,065.1
|
|
Less: earnings from discontinued operations, net of income taxes
|
—
|
|
|
56.4
|
|
||
Net earnings from continuing operations
|
1,522.4
|
|
|
1,008.7
|
|
||
Noncash items:
|
|
|
|
||||
Depreciation
|
304.4
|
|
|
280.7
|
|
||
Amortization
|
470.5
|
|
|
313.7
|
|
||
Stock-based compensation expense
|
91.8
|
|
|
76.5
|
|
||
Pretax gain on sale of product lines
|
(454.6
|
)
|
|
—
|
|
||
Change in trade accounts receivable, net
|
274.3
|
|
|
20.4
|
|
||
Change in inventories
|
(70.4
|
)
|
|
(169.8
|
)
|
||
Change in trade accounts payable
|
(160.3
|
)
|
|
(22.6
|
)
|
||
Change in prepaid expenses and other assets
|
62.2
|
|
|
223.8
|
|
||
Change in accrued expenses and other liabilities
|
230.7
|
|
|
37.7
|
|
||
Total operating cash provided by continuing operations
|
2,271.0
|
|
|
1,769.1
|
|
||
Total operating cash (used in) provided by discontinued operations
|
(7.0
|
)
|
|
105.7
|
|
||
Net operating cash provided by operating activities
|
2,264.0
|
|
|
1,874.8
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for acquisitions
|
(20,735.6
|
)
|
|
(326.6
|
)
|
||
Payments for additions to property, plant and equipment
|
(287.9
|
)
|
|
(294.4
|
)
|
||
Proceeds from sales of property, plant and equipment
|
0.8
|
|
|
11.7
|
|
||
Payments for purchases of investments
|
(127.8
|
)
|
|
(92.3
|
)
|
||
Proceeds from sale of product lines
|
809.8
|
|
|
—
|
|
||
All other investing activities
|
11.4
|
|
|
16.1
|
|
||
Total investing cash used in continuing operations
|
(20,329.3
|
)
|
|
(685.5
|
)
|
||
Total investing cash used in discontinued operations
|
—
|
|
|
(41.9
|
)
|
||
Net operating cash used in investing activities
|
(20,329.3
|
)
|
|
(727.4
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the issuance of common stock in connection with stock-based compensation
|
69.1
|
|
|
83.0
|
|
||
Proceeds from the sale of common stock, net of issuance costs
|
1,728.5
|
|
|
1,443.2
|
|
||
Proceeds from the sale of preferred stock, net of issuance costs
|
1,668.1
|
|
|
1,599.6
|
|
||
Payment of dividends
|
(283.1
|
)
|
|
(233.9
|
)
|
||
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)
|
(3,377.1
|
)
|
|
599.6
|
|
||
Net proceeds from borrowings (maturities longer than 90 days)
|
7,691.3
|
|
|
—
|
|
||
Net repayments of borrowings (maturities longer than 90 days)
|
(3,750.0
|
)
|
|
(3.9
|
)
|
||
All other financing activities
|
(1.3
|
)
|
|
(4.8
|
)
|
||
Net operating cash provided by financing activities
|
3,745.5
|
|
|
3,482.8
|
|
||
Effect of exchange rate changes on cash and equivalents
|
(53.2
|
)
|
|
15.6
|
|
||
Net change in cash and equivalents
|
(14,373.0
|
)
|
|
4,645.8
|
|
||
Beginning balance of cash and equivalents
|
19,912.3
|
|
|
787.8
|
|
||
Ending balance of cash and equivalents
|
$
|
5,539.3
|
|
|
$
|
5,433.6
|
|
Supplemental disclosures:
|
|
|
|
||||
Cash interest payments
|
$
|
117.7
|
|
|
$
|
49.2
|
|
Cash income tax payments
|
333.1
|
|
|
196.1
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension & Postretirement Plan Benefit Adjustments
|
|
Unrealized Gain (Loss) on Available-For-Sale Securities Adjustments
|
|
Cash Flow Hedge Adjustments
|
|
Total
|
||||||||||
For the Three-Month Period Ended July 3, 2020:
|
|
|
|||||||||||||||||
Balance, April 3, 2020
|
$
|
(2,327.2
|
)
|
|
$
|
(773.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
309.3
|
|
|
$
|
(2,791.3
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase (decrease)
|
1,070.6
|
|
|
—
|
|
|
0.5
|
|
|
(354.3
|
)
|
|
716.8
|
|
|||||
Income tax impact
|
6.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
74.4
|
|
|
80.4
|
|
|||||
Other comprehensive income (loss) before reclassifications, net of income taxes
|
1,076.7
|
|
|
—
|
|
|
0.4
|
|
|
(279.9
|
)
|
|
797.2
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
—
|
|
|
10.4
|
|
(a)
|
—
|
|
|
155.8
|
|
(b)
|
166.2
|
|
|||||
Income tax impact
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(32.7
|
)
|
|
(35.2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
7.9
|
|
|
—
|
|
|
123.1
|
|
|
131.0
|
|
|||||
Net current period other comprehensive income (loss), net of income taxes
|
1,076.7
|
|
|
7.9
|
|
|
0.4
|
|
|
(156.8
|
)
|
|
928.2
|
|
|||||
Balance, July 3, 2020
|
$
|
(1,250.5
|
)
|
|
$
|
(765.4
|
)
|
|
$
|
0.3
|
|
|
$
|
152.5
|
|
|
$
|
(1,863.1
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Three-Month Period Ended June 28, 2019:
|
|
|
|||||||||||||||||
Balance, March 29, 2019
|
$
|
(2,108.9
|
)
|
|
$
|
(685.7
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
(2,796.1
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase
|
(51.9
|
)
|
|
—
|
|
|
0.7
|
|
|
(8.9
|
)
|
|
(60.1
|
)
|
|||||
Income tax impact
|
5.4
|
|
|
—
|
|
|
(0.2
|
)
|
|
2.1
|
|
|
7.3
|
|
|||||
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(46.5
|
)
|
|
—
|
|
|
0.5
|
|
|
(6.8
|
)
|
|
(52.8
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
—
|
|
|
6.1
|
|
(a)
|
—
|
|
|
—
|
|
|
6.1
|
|
|||||
Income tax impact
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||
Net current period other comprehensive income (loss), net of income taxes
|
(46.5
|
)
|
|
4.6
|
|
|
0.5
|
|
|
(6.8
|
)
|
|
(48.2
|
)
|
|||||
Balance, June 28, 2019
|
$
|
(2,155.4
|
)
|
|
$
|
(681.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
(2,844.3
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Pension & Postretirement Plan Benefit Adjustments
|
|
Unrealized Gain (Loss) on Available-For-Sale Securities Adjustments
|
|
Cash Flow Hedge Adjustments
|
|
Total
|
||||||||||
For the Six-Month Period Ended July 3, 2020:
|
|
|
|||||||||||||||||
Balance, December 31, 2019
|
$
|
(2,173.3
|
)
|
|
$
|
(781.5
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(112.8
|
)
|
|
$
|
(3,068.3
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
939.1
|
|
|
—
|
|
|
1.2
|
|
|
296.5
|
|
|
1,236.8
|
|
|||||
Income tax impact
|
(16.3
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(44.5
|
)
|
|
(61.0
|
)
|
|||||
Other comprehensive income (loss) before reclassifications, net of income taxes
|
922.8
|
|
|
—
|
|
|
1.0
|
|
|
252.0
|
|
|
1,175.8
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
—
|
|
|
21.2
|
|
(a)
|
—
|
|
|
17.0
|
|
(b)
|
38.2
|
|
|||||
Income tax impact
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
(3.7
|
)
|
|
(8.8
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
16.1
|
|
|
—
|
|
|
13.3
|
|
|
29.4
|
|
|||||
Net current period other comprehensive income (loss), net of income taxes
|
922.8
|
|
|
16.1
|
|
|
1.0
|
|
|
265.3
|
|
|
1,205.2
|
|
|||||
Balance, July 3, 2020
|
$
|
(1,250.5
|
)
|
|
$
|
(765.4
|
)
|
|
$
|
0.3
|
|
|
$
|
152.5
|
|
|
$
|
(1,863.1
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Six-Month Period Ended June 28, 2019:
|
|
|
|||||||||||||||||
Balance, December 31, 2018
|
$
|
(2,098.1
|
)
|
|
$
|
(691.1
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
|
$
|
(2,791.1
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase
|
(59.2
|
)
|
|
—
|
|
|
1.2
|
|
|
(8.9
|
)
|
|
(66.9
|
)
|
|||||
Income tax impact
|
1.9
|
|
|
—
|
|
|
(0.3
|
)
|
|
2.1
|
|
|
3.7
|
|
|||||
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(57.3
|
)
|
|
—
|
|
|
0.9
|
|
|
(6.8
|
)
|
|
(63.2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase
|
—
|
|
|
13.2
|
|
(a)
|
—
|
|
|
—
|
|
|
13.2
|
|
|||||
Income tax impact
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Net current period other comprehensive income (loss), net of income taxes
|
(57.3
|
)
|
|
10.0
|
|
|
0.9
|
|
|
(6.8
|
)
|
|
(53.2
|
)
|
|||||
Balance, June 28, 2019
|
$
|
(2,155.4
|
)
|
|
$
|
(681.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
(2,844.3
|
)
|
|
Life Sciences
|
|
Diagnostics
|
|
Environmental & Applied Solutions
|
|
Total
|
||||||||
For the Three-Month Period Ended July 3, 2020:
|
|
|
|
|
|
|
|
||||||||
Geographical region:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
999.8
|
|
|
$
|
691.0
|
|
|
$
|
452.2
|
|
|
$
|
2,143.0
|
|
Western Europe
|
711.6
|
|
|
315.3
|
|
|
219.3
|
|
|
1,246.2
|
|
||||
Other developed markets
|
178.2
|
|
|
95.6
|
|
|
28.9
|
|
|
302.7
|
|
||||
High-growth markets (a)
|
752.8
|
|
|
558.3
|
|
|
294.4
|
|
|
1,605.5
|
|
||||
Total
|
$
|
2,642.4
|
|
|
$
|
1,660.2
|
|
|
$
|
994.8
|
|
|
$
|
5,297.4
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue type:
|
|
|
|
|
|
|
|
||||||||
Recurring
|
$
|
1,900.1
|
|
|
$
|
1,335.5
|
|
|
$
|
579.8
|
|
|
$
|
3,815.4
|
|
Nonrecurring
|
742.3
|
|
|
324.7
|
|
|
415.0
|
|
|
1,482.0
|
|
||||
Total
|
$
|
2,642.4
|
|
|
$
|
1,660.2
|
|
|
$
|
994.8
|
|
|
$
|
5,297.4
|
|
|
|
|
|
|
|
|
|
||||||||
For the Three-Month Period Ended June 28, 2019:
|
|
|
|
|
|
|
|
||||||||
Geographical region:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
653.6
|
|
|
$
|
601.0
|
|
|
$
|
488.3
|
|
|
$
|
1,742.9
|
|
Western Europe
|
459.3
|
|
|
281.7
|
|
|
261.6
|
|
|
1,002.6
|
|
||||
Other developed markets
|
137.6
|
|
|
95.2
|
|
|
31.3
|
|
|
264.1
|
|
||||
High-growth markets (a)
|
462.1
|
|
|
640.4
|
|
|
332.4
|
|
|
1,434.9
|
|
||||
Total
|
$
|
1,712.6
|
|
|
$
|
1,618.3
|
|
|
$
|
1,113.6
|
|
|
$
|
4,444.5
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue type:
|
|
|
|
|
|
|
|
||||||||
Recurring
|
$
|
1,111.9
|
|
|
$
|
1,380.6
|
|
|
$
|
592.8
|
|
|
$
|
3,085.3
|
|
Nonrecurring
|
600.7
|
|
|
237.7
|
|
|
520.8
|
|
|
1,359.2
|
|
||||
Total
|
$
|
1,712.6
|
|
|
$
|
1,618.3
|
|
|
$
|
1,113.6
|
|
|
$
|
4,444.5
|
|
|
Life Sciences
|
|
Diagnostics
|
|
Environmental & Applied Solutions
|
|
Total
|
||||||||
For the Six-Month Period Ended July 3, 2020:
|
|
|
|
|
|
|
|
||||||||
Geographical region:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,620.5
|
|
|
$
|
1,445.7
|
|
|
$
|
949.1
|
|
|
$
|
4,015.3
|
|
Western Europe
|
1,183.2
|
|
|
625.1
|
|
|
475.3
|
|
|
2,283.6
|
|
||||
Other developed markets
|
331.0
|
|
|
194.3
|
|
|
59.2
|
|
|
584.5
|
|
||||
High-growth markets (a)
|
1,158.1
|
|
|
1,022.1
|
|
|
576.9
|
|
|
2,757.1
|
|
||||
Total
|
$
|
4,292.8
|
|
|
$
|
3,287.2
|
|
|
$
|
2,060.5
|
|
|
$
|
9,640.5
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue type:
|
|
|
|
|
|
|
|
||||||||
Recurring
|
$
|
3,059.5
|
|
|
$
|
2,763.4
|
|
|
$
|
1,199.4
|
|
|
$
|
7,022.3
|
|
Nonrecurring
|
1,233.3
|
|
|
523.8
|
|
|
861.1
|
|
|
2,618.2
|
|
||||
Total
|
$
|
4,292.8
|
|
|
$
|
3,287.2
|
|
|
$
|
2,060.5
|
|
|
$
|
9,640.5
|
|
|
|
|
|
|
|
|
|
||||||||
For the Six-Month Period Ended June 28, 2019:
|
|
|
|
|
|
|
|
||||||||
Geographical region:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,240.9
|
|
|
$
|
1,233.4
|
|
|
$
|
937.5
|
|
|
$
|
3,411.8
|
|
Western Europe
|
919.6
|
|
|
570.6
|
|
|
521.3
|
|
|
2,011.5
|
|
||||
Other developed markets
|
286.9
|
|
|
187.2
|
|
|
60.2
|
|
|
534.3
|
|
||||
High-growth markets (a)
|
892.1
|
|
|
1,163.9
|
|
|
651.1
|
|
|
2,707.1
|
|
||||
Total
|
$
|
3,339.5
|
|
|
$
|
3,155.1
|
|
|
$
|
2,170.1
|
|
|
$
|
8,664.7
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue type:
|
|
|
|
|
|
|
|
||||||||
Recurring
|
$
|
2,180.1
|
|
|
$
|
2,704.7
|
|
|
$
|
1,175.0
|
|
|
$
|
6,059.8
|
|
Nonrecurring
|
1,159.4
|
|
|
450.4
|
|
|
995.1
|
|
|
2,604.9
|
|
||||
Total
|
$
|
3,339.5
|
|
|
$
|
3,155.1
|
|
|
$
|
2,170.1
|
|
|
$
|
8,664.7
|
|
Trade accounts receivable
|
$
|
483.0
|
|
Inventories
|
939.2
|
|
|
Property, plant and equipment
|
695.7
|
|
|
Goodwill
|
10,179.5
|
|
|
Other intangible assets, primarily technology and customer relationships
|
10,645.5
|
|
|
Trade accounts payable
|
(249.9
|
)
|
|
Pension liabilities
|
(422.8
|
)
|
|
Deferred tax liabilities
|
(1,200.6
|
)
|
|
Other assets and liabilities, net
|
(334.0
|
)
|
|
Net cash consideration
|
$
|
20,735.6
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Sales
|
$
|
5,323.7
|
|
|
$
|
5,214.3
|
|
|
$
|
10,442.9
|
|
|
$
|
10,132.0
|
|
Net earnings from continuing operations
|
796.6
|
|
|
644.5
|
|
|
1,512.7
|
|
|
866.4
|
|
||||
Diluted net earnings per common share from continuing operations (a)
|
1.06
|
|
|
0.85
|
|
|
2.05
|
|
|
1.14
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||
Sales
|
$
|
712.1
|
|
|
$
|
1,371.8
|
|
Cost of sales
|
(318.5
|
)
|
|
(615.1
|
)
|
||
Selling, general and administrative expenses
|
(281.8
|
)
|
|
(597.5
|
)
|
||
Research and development expenses
|
(39.7
|
)
|
|
(83.0
|
)
|
||
Other income
|
1.3
|
|
|
1.4
|
|
||
Interest expense
|
(0.9
|
)
|
|
(3.7
|
)
|
||
Earnings from discontinued operations before income taxes
|
72.5
|
|
|
73.9
|
|
||
Income taxes
|
(17.6
|
)
|
|
(17.5
|
)
|
||
Earnings from discontinued operations, net of income taxes
|
$
|
54.9
|
|
|
$
|
56.4
|
|
Balance, December 31, 2019
|
$
|
22,712.5
|
|
Attributable to 2020 acquisitions
|
10,179.5
|
|
|
Attributable to 2020 divestitures
|
(180.5
|
)
|
|
Adjustments due to finalization of purchase price allocations
|
(2.3
|
)
|
|
Foreign currency translation and other
|
517.9
|
|
|
Balance, July 3, 2020
|
$
|
33,227.1
|
|
|
July 3, 2020
|
|
December 31, 2019
|
||||
Life Sciences
|
$
|
24,033.5
|
|
|
$
|
13,471.8
|
|
Diagnostics
|
6,869.7
|
|
|
6,901.2
|
|
||
Environmental & Applied Solutions
|
2,323.9
|
|
|
2,339.5
|
|
||
Total
|
$
|
33,227.1
|
|
|
$
|
22,712.5
|
|
|
July 3, 2020
|
|
December 31, 2019
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Finite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Patents and technology
|
$
|
11,373.8
|
|
|
$
|
(1,136.8
|
)
|
|
$
|
2,712.7
|
|
|
$
|
(934.1
|
)
|
Customer relationships, trade names and other intangibles
|
8,749.1
|
|
|
(2,811.1
|
)
|
|
6,367.4
|
|
|
(2,612.3
|
)
|
||||
Total finite-lived intangibles
|
20,122.9
|
|
|
(3,947.9
|
)
|
|
9,080.1
|
|
|
(3,546.4
|
)
|
||||
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
4,269.5
|
|
|
—
|
|
|
4,216.0
|
|
|
—
|
|
||||
Total intangibles
|
$
|
24,392.4
|
|
|
$
|
(3,947.9
|
)
|
|
$
|
13,296.1
|
|
|
$
|
(3,546.4
|
)
|
|
Balance, July 3, 2020
|
|
Quoted Prices in Active Market (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
$
|
31.3
|
|
|
$
|
—
|
|
|
$
|
31.3
|
|
|
$
|
—
|
|
Investment in equity securities
|
198.5
|
|
|
16.6
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency swap derivative contracts
|
278.2
|
|
|
—
|
|
|
278.2
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plans
|
89.3
|
|
|
—
|
|
|
89.3
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2019
|
|
Quoted Prices in Active Market (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
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
|
|
|
—
|
|
|
July 3, 2020
|
|
December 31, 2019
|
||||
Euro-denominated commercial paper (€1.5 billion and €4.6 billion, respectively)
|
$
|
1,680.4
|
|
|
$
|
5,146.2
|
|
U.S. dollar-denominated commercial paper
|
67.1
|
|
|
—
|
|
||
Zero-coupon LYONs due 2021
|
26.2
|
|
|
33.6
|
|
||
0.352% senior unsecured notes due 2021 (¥30.0 billion aggregate principal amount) (the “2021 Yen Notes”)
|
278.9
|
|
|
275.8
|
|
||
1.7% senior unsecured notes due 2022 (€800.0 million aggregate principal amount) (the “2022 Euronotes”)
|
897.7
|
|
|
894.8
|
|
||
Floating rate senior unsecured notes due 2022 (€250.0 million aggregate principal amount) (the “Floating Rate 2022 Euronotes”)
|
280.7
|
|
|
279.8
|
|
||
2.05% senior notes due 2022 (the “2022 Biopharma Notes”)
|
697.5
|
|
|
696.9
|
|
||
0.5% senior unsecured bonds due 2023 (CHF 540.0 million aggregate principal amount) (the “2023 CHF Bonds”)
|
572.2
|
|
|
558.9
|
|
||
1.7% senior notes due 2024 (€900.0 million aggregate principal amount) (the “2024 Euronotes”)
|
1,006.6
|
|
|
—
|
|
||
5-year revolving credit facility
|
1,247.8
|
|
|
—
|
|
||
2.2% senior unsecured notes due 2024 (the “2024 Biopharma Notes”)
|
696.4
|
|
|
696.2
|
|
||
2.5% senior unsecured notes due 2025 (€800.0 million aggregate principal amount) (the “2025 Euronotes”)
|
896.3
|
|
|
893.7
|
|
||
3.35% senior unsecured notes due 2025 (the “2025 U.S. Notes”)
|
497.5
|
|
|
497.3
|
|
||
0.2% senior unsecured notes due 2026 (€1.3 billion aggregate principal amount) (the “2026 Biopharma Euronotes”)
|
1,396.5
|
|
|
1,392.3
|
|
||
2.1% senior notes due 2026 (€800.0 million aggregate principal amount) (the “2026 Euronotes”)
|
895.1
|
|
|
—
|
|
||
0.3% senior unsecured notes due 2027 (¥30.8 billion aggregate principal amount) (the “2027 Yen Notes”)
|
285.6
|
|
|
282.5
|
|
||
1.2% senior unsecured notes due 2027 (€600.0 million aggregate principal amount) (the “2027 Euronotes”)
|
670.1
|
|
|
668.0
|
|
||
0.45% senior unsecured notes due 2028 (€1.3 billion aggregate principal amount) (the “2028 Biopharma Euronotes”)
|
1,394.6
|
|
|
1,390.1
|
|
||
1.125% senior unsecured bonds due 2028 (CHF 210.0 million aggregate principal amount) (the “2028 CHF Bonds”)
|
226.1
|
|
|
221.0
|
|
||
2.6% senior unsecured notes due 2029 (the “2029 Biopharma Notes”)
|
794.5
|
|
|
794.8
|
|
||
2.5% senior notes due 2030 (€800.0 million aggregate principal amount) (the “2030 Euronotes”)
|
898.7
|
|
|
—
|
|
||
0.75% senior unsecured notes due 2031 (€1.8 billion aggregate principal amount) (the “2031 Biopharma Euronotes”)
|
1,954.6
|
|
|
1,948.7
|
|
||
0.65% senior unsecured notes due 2032 (¥53.2 billion aggregate principal amount) (the “2032 Yen Notes”)
|
493.2
|
|
|
487.8
|
|
||
1.35% senior unsecured notes due 2039 (€1.3 billion aggregate principal amount) (the “2039 Biopharma Euronotes”)
|
1,387.8
|
|
|
1,383.6
|
|
||
3.25% senior unsecured notes due 2029 (the “2039 Biopharma Notes”)
|
889.0
|
|
|
890.3
|
|
||
4.375% senior unsecured notes due 2045 (the “2045 U.S. Notes”)
|
499.4
|
|
|
499.4
|
|
||
1.8% senior unsecured notes due 2049 (€750.0 million aggregate principal amount) (the “2049 Biopharma Euronotes”)
|
833.3
|
|
|
830.9
|
|
||
3.4% senior unsecured notes due 2049 (the “2049 Biopharma Notes”)
|
888.5
|
|
|
890.2
|
|
||
Other
|
34.9
|
|
|
76.3
|
|
||
Total debt
|
22,387.2
|
|
|
21,729.1
|
|
||
Less: currently payable
|
17.2
|
|
|
212.4
|
|
||
Long-term debt
|
$
|
22,370.0
|
|
|
$
|
21,516.7
|
|
|
Issue Date
|
|
Aggregate Principal Amount
|
|
Stated Annual Interest Rate
|
|
Issue Price (as % of Principal Amount)
|
|
Maturity Date
|
|
Interest Payment Dates
(in arrears)
|
||||
2024 Euronotes
|
March 30, 2020
|
|
€
|
750.0
|
|
|
1.700
|
%
|
|
99.931
|
%
|
|
March 30, 2024
|
|
March 30
|
2024 Euronotes
|
April 8, 2020
|
|
€
|
150.0
|
|
|
1.700
|
%
|
|
100.298
|
%
|
|
March 30, 2024
|
|
March 30
|
2026 Euronotes
|
March 30, 2020
|
|
€
|
500.0
|
|
|
2.100
|
%
|
|
99.717
|
%
|
|
September 30, 2026
|
|
September 30
|
2026 Euronotes
|
April 8, 2020
|
|
€
|
300.0
|
|
|
2.100
|
%
|
|
100.842
|
%
|
|
September 30, 2026
|
|
September 30
|
2030 Euronotes
|
March 30, 2020
|
|
€
|
500.0
|
|
|
2.500
|
%
|
|
99.642
|
%
|
|
March 30, 2030
|
|
March 30
|
2030 Euronotes
|
April 8, 2020
|
|
€
|
300.0
|
|
|
2.500
|
%
|
|
102.166
|
%
|
|
March 30, 2030
|
|
March 30
|
|
Original Notional Amount
|
|
Notional Amount Outstanding
|
|
Gain (Loss) Recognized in OCI
|
||||||
For the Three-Month Period Ended July 3, 2020:
|
|
|
|
|
|
||||||
Net investment hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
1,875.0
|
|
|
$
|
1,000.0
|
|
|
$
|
(25.6
|
)
|
Foreign currency denominated debt
|
5,211.3
|
|
|
5,211.3
|
|
|
(189.3
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts
|
4,000.0
|
|
|
4,000.0
|
|
|
(354.3
|
)
|
|||
Total
|
$
|
11,086.3
|
|
|
$
|
10,211.3
|
|
|
$
|
(569.2
|
)
|
|
|
|
|
|
|
||||||
For the Three-Month Period Ended June 28, 2019:
|
|
|
|
|
|
||||||
Net investment hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts:
|
$
|
1,875.0
|
|
|
$
|
1,000.0
|
|
|
$
|
(19.5
|
)
|
Foreign currency denominated debt
|
8,329.2
|
|
|
8,329.2
|
|
|
(129.5
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Interest rate swaps
|
850.0
|
|
|
850.0
|
|
|
(8.9
|
)
|
|||
Total
|
$
|
11,054.2
|
|
|
$
|
10,179.2
|
|
|
$
|
(157.9
|
)
|
|
|
|
|
|
|
||||||
For the Six-Month Period Ended July 3, 2020:
|
|
|
|
|
|
||||||
Net investment hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts:
|
$
|
1,875.0
|
|
|
$
|
1,000.0
|
|
|
$
|
67.7
|
|
Foreign currency denominated debt
|
5,211.3
|
|
|
5,211.3
|
|
|
(33.1
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts
|
4,000.0
|
|
|
4,000.0
|
|
|
296.5
|
|
|||
Total
|
$
|
11,086.3
|
|
|
$
|
10,211.3
|
|
|
$
|
331.1
|
|
|
|
|
|
|
|
||||||
For the Six-Month Period Ended June 28, 2019:
|
|
|
|
|
|
||||||
Net investment hedges:
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
1,875.0
|
|
|
$
|
1,000.0
|
|
|
$
|
(4.7
|
)
|
Foreign currency denominated debt
|
8,329.2
|
|
|
8,329.2
|
|
|
8.3
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Interest rate swaps
|
850.0
|
|
|
850.0
|
|
|
(8.9
|
)
|
|||
Total
|
$
|
11,054.2
|
|
|
$
|
10,179.2
|
|
|
$
|
(5.3
|
)
|
|
July 3, 2020
|
|
December 31, 2019
|
||||
Derivative assets:
|
|
|
|
||||
Prepaid expenses and other current assets
|
$
|
—
|
|
|
$
|
25.7
|
|
Other long-term assets
|
278.2
|
|
|
—
|
|
||
|
|
|
|
||||
Derivative liabilities:
|
|
|
|
||||
Accrued expenses and other liabilities
|
—
|
|
|
111.7
|
|
||
|
|
|
|
||||
Nonderivative hedging instruments:
|
|
|
|
||||
Long-term debt
|
5,211.3
|
|
|
6,275.9
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
U.S. pension benefits:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
Interest cost
|
(17.3
|
)
|
|
(22.2
|
)
|
|
(33.9
|
)
|
|
(44.4
|
)
|
||||
Expected return on plan assets
|
30.5
|
|
|
31.6
|
|
|
59.6
|
|
|
63.2
|
|
||||
Amortization of actuarial loss
|
(9.1
|
)
|
|
(6.2
|
)
|
|
(18.1
|
)
|
|
(12.4
|
)
|
||||
Amortization of prior service cost
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||
Net periodic pension benefit
|
$
|
3.8
|
|
|
$
|
1.3
|
|
|
$
|
7.1
|
|
|
$
|
2.7
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. pension benefits:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
(10.8
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(16.8
|
)
|
|
$
|
(11.6
|
)
|
Interest cost
|
(5.7
|
)
|
|
(6.1
|
)
|
|
(10.2
|
)
|
|
(12.3
|
)
|
||||
Expected return on plan assets
|
8.9
|
|
|
10.1
|
|
|
17.8
|
|
|
20.2
|
|
||||
Amortization of actuarial loss
|
(2.3
|
)
|
|
(1.1
|
)
|
|
(4.7
|
)
|
|
(2.2
|
)
|
||||
Amortization of prior service credit
|
0.3
|
|
|
0.1
|
|
|
0.6
|
|
|
0.1
|
|
||||
Curtailment gain recognized
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Settlement loss recognized
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Net periodic pension cost
|
$
|
(9.2
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(12.9
|
)
|
|
$
|
(5.9
|
)
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Service cost
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
Interest cost
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(1.7
|
)
|
|
(2.5
|
)
|
||||
Amortization of prior service credit
|
0.6
|
|
|
0.5
|
|
|
1.1
|
|
|
1.0
|
|
||||
Net periodic cost
|
$
|
(0.4
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(1.7
|
)
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Service cost:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
(2.8
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(4.2
|
)
|
Selling, general and administrative expenses
|
(8.1
|
)
|
|
(5.3
|
)
|
|
(12.7
|
)
|
|
(10.8
|
)
|
||||
Total service cost
|
(10.9
|
)
|
|
(7.5
|
)
|
|
(17.0
|
)
|
|
(15.0
|
)
|
||||
Other net periodic benefit costs:
|
|
|
|
|
|
|
|
||||||||
Other (expense) income, net
|
5.1
|
|
|
5.0
|
|
|
10.4
|
|
|
10.1
|
|
||||
Total
|
$
|
(5.8
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(4.9
|
)
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||
Effective tax rate
|
24.0
|
%
|
|
17.8
|
%
|
|
21.2
|
%
|
|
34.6
|
%
|
Balance, December 31, 2019
|
$
|
73.3
|
|
Accruals for warranties issued during the period
|
20.3
|
|
|
Settlements made
|
(17.8
|
)
|
|
Adjustments due to acquisitions/divestitures
|
1.7
|
|
|
Effect of foreign currency translation
|
(0.7
|
)
|
|
Balance, July 3, 2020
|
$
|
76.8
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||
Preferred stock - shares issued:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
1.7
|
|
|
1.7
|
|
|
1.7
|
|
|
—
|
|
Issuance of MCPS
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
Balance, end of period
|
3.4
|
|
|
1.7
|
|
|
3.4
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
||||
Common stock - shares issued:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
837.3
|
|
|
832.5
|
|
|
835.5
|
|
|
817.9
|
|
Common stock-based compensation awards
|
1.0
|
|
|
1.1
|
|
|
2.8
|
|
|
3.1
|
|
Common stock issued in connection with LYONs’ conversions
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|
0.9
|
|
Issuance of common stock
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|
12.1
|
|
Balance, end of period
|
849.5
|
|
|
834.0
|
|
|
849.5
|
|
|
834.0
|
|
|
Annual Cumulative Dividend Rate
|
|
Liquidation Preference per share
|
|
Minimum Conversion Rate
|
|
Maximum Conversion Rate
|
|
Mandatory Conversion Date
|
|||
Series A
|
4.75
|
%
|
|
$
|
1,000
|
|
|
6.6549 shares
|
|
8.1522 shares
|
|
April 15, 2022
|
Series B
|
5.00
|
%
|
|
$
|
1,000
|
|
|
5.0081 shares
|
|
6.1349 shares
|
|
April 15, 2023
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Restricted stock units (“RSUs”)/performance stock units (“PSUs”):
|
|
|
|
|
|
|
|
||||||||
Pretax compensation expense
|
$
|
28.0
|
|
|
$
|
24.9
|
|
|
$
|
55.6
|
|
|
$
|
46.6
|
|
Income tax benefit
|
(5.6
|
)
|
|
(5.1
|
)
|
|
(11.3
|
)
|
|
(9.6
|
)
|
||||
RSU/PSU expense, net of income taxes
|
22.4
|
|
|
19.8
|
|
|
44.3
|
|
|
37.0
|
|
||||
Stock options:
|
|
|
|
|
|
|
|
||||||||
Pretax compensation expense
|
18.6
|
|
|
16.5
|
|
|
36.2
|
|
|
29.9
|
|
||||
Income tax benefit
|
(3.8
|
)
|
|
(3.3
|
)
|
|
(7.4
|
)
|
|
(6.1
|
)
|
||||
Stock option expense, net of income taxes
|
14.8
|
|
|
13.2
|
|
|
28.8
|
|
|
23.8
|
|
||||
Total stock-based compensation:
|
|
|
|
|
|
|
|
||||||||
Pretax compensation expense
|
46.6
|
|
|
41.4
|
|
|
91.8
|
|
|
76.5
|
|
||||
Income tax benefit
|
(9.4
|
)
|
|
(8.4
|
)
|
|
(18.7
|
)
|
|
(15.7
|
)
|
||||
Total stock-based compensation expense, net of income taxes
|
$
|
37.2
|
|
|
$
|
33.0
|
|
|
$
|
73.1
|
|
|
$
|
60.8
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings from continuing operations
|
$
|
927.3
|
|
|
$
|
676.4
|
|
|
$
|
1,522.4
|
|
|
$
|
1,008.7
|
|
MCPS dividends
|
(34.6
|
)
|
|
(22.7
|
)
|
|
(54.2
|
)
|
|
(29.2
|
)
|
||||
Net earnings from continuing operations attributable to common stockholders for Basic EPS
|
892.7
|
|
|
653.7
|
|
|
1,468.2
|
|
|
979.5
|
|
||||
Adjustment for interest on convertible debentures
|
0.3
|
|
|
0.5
|
|
|
0.6
|
|
|
1.0
|
|
||||
Net earnings from continuing operations attributable to common stockholders after assumed conversions for Diluted EPS
|
$
|
893.0
|
|
|
$
|
654.2
|
|
|
$
|
1,468.8
|
|
|
$
|
980.5
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding used in Basic EPS
|
705.1
|
|
|
717.6
|
|
|
701.1
|
|
|
712.6
|
|
||||
Incremental common shares from:
|
|
|
|
|
|
|
|
||||||||
Assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs
|
12.0
|
|
|
8.8
|
|
|
10.8
|
|
|
8.8
|
|
||||
Assumed conversion of the convertible debentures
|
1.1
|
|
|
1.5
|
|
|
1.2
|
|
|
1.8
|
|
||||
Weighted average common shares outstanding used in Diluted EPS
|
718.2
|
|
|
727.9
|
|
|
713.1
|
|
|
723.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic EPS from continuing operations
|
$
|
1.27
|
|
|
$
|
0.91
|
|
|
$
|
2.09
|
|
|
$
|
1.37
|
|
Diluted EPS from continuing operations
|
$
|
1.24
|
|
|
$
|
0.90
|
|
|
$
|
2.06
|
|
|
$
|
1.36
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Life Sciences
|
$
|
2,642.4
|
|
|
$
|
1,712.6
|
|
|
$
|
4,292.8
|
|
|
$
|
3,339.5
|
|
Diagnostics
|
1,660.2
|
|
|
1,618.3
|
|
|
3,287.2
|
|
|
3,155.1
|
|
||||
Environmental & Applied Solutions
|
994.8
|
|
|
1,113.6
|
|
|
2,060.5
|
|
|
2,170.1
|
|
||||
Total
|
$
|
5,297.4
|
|
|
$
|
4,444.5
|
|
|
$
|
9,640.5
|
|
|
$
|
8,664.7
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit:
|
|
|
|
|
|
|
|
||||||||
Life Sciences
|
$
|
412.4
|
|
|
$
|
344.0
|
|
|
$
|
738.0
|
|
|
$
|
653.0
|
|
Diagnostics
|
293.2
|
|
|
282.9
|
|
|
544.4
|
|
|
516.0
|
|
||||
Environmental & Applied Solutions
|
222.0
|
|
|
260.2
|
|
|
461.9
|
|
|
504.8
|
|
||||
Other
|
(83.0
|
)
|
|
(75.4
|
)
|
|
(202.2
|
)
|
|
(142.4
|
)
|
||||
Total
|
$
|
844.6
|
|
|
$
|
811.7
|
|
|
$
|
1,542.1
|
|
|
$
|
1,531.4
|
|
|
July 3, 2020
|
|
December 31, 2019
|
||||
Life Sciences
|
$
|
46,017.5
|
|
|
$
|
22,381.3
|
|
Diagnostics
|
14,587.0
|
|
|
14,442.2
|
|
||
Environmental & Applied Solutions
|
4,791.4
|
|
|
4,881.8
|
|
||
Other
|
5,872.5
|
|
|
20,376.3
|
|
||
Total
|
$
|
71,268.4
|
|
|
$
|
62,081.6
|
|
•
|
Information Relating to Forward-Looking Statements
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Critical Accounting Estimates
|
•
|
The COVID-19 pandemic has adversely impacted, and poses risks to, our business, results of operations and financial condition, the nature and extent of which remain highly uncertain and unpredictable.
|
•
|
The Cytiva Acquisition could negatively impact our business, results of operations and financial condition.
|
•
|
Our outstanding debt has increased significantly as a result of the Cytiva Acquisition and we may incur additional debt in the future. Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively
|
•
|
Conditions in the global economy, the particular markets we serve and the financial markets can adversely affect our business and financial statements.
|
•
|
Significant developments or uncertainties stemming from the U.S. administration, including changes in U.S. trade policies, tariffs and the reaction of other countries thereto, particularly China, can have an adverse effect on our business.
|
•
|
Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
|
•
|
We face intense competition and if we are unable to compete effectively, we can experience decreased demand and decreased market share. Even when we compete effectively, we can be required to reduce prices for our products and services.
|
•
|
Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.
|
•
|
Our reputation, ability to do business and financial statements can be impaired by improper conduct by any of our employees, agents or business partners.
|
•
|
Certain of our businesses are subject to extensive regulation by the U.S. Food and Drug Administration and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the health care industry and the privacy and security of health information. Failure to comply with those regulations can adversely affect our reputation, ability to do business and financial statements.
|
•
|
Our products are subject to clinical trials, the results of which may be unexpected, or perceived as unfavorable by the market, and could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
Off-label marketing of our products could result in substantial penalties.
|
•
|
Certain modifications to our products can require new 510(k) clearances or other marketing authorizations and can require us to recall or cease marketing our products.
|
•
|
The health care industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which can adversely affect our financial statements.
|
•
|
Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.
|
•
|
Our acquisition of businesses, investments, joint ventures and other strategic relationships can negatively impact our financial statements.
|
•
|
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
|
•
|
Divestitures or other dispositions could negatively impact our business and contingent liabilities from businesses that we or our predecessors have disposed could adversely affect our financial statements.
|
•
|
We could incur significant liability if any of the 2015 separation and split-off of our communications business, the 2016 separation and spin-off of Fortive Corporation (“Fortive”) or the 2019 separation, initial public offering (“IPO”) and split-off of Envista Holdings Corporation (“Envista”) is determined to be a taxable transaction.
|
•
|
Potential indemnification liabilities pursuant to the 2015 separation and split-off of our communications business, the 2016 separation and spin-off of Fortive or the 2019 separation, IPO and split-off of Envista could materially and adversely affect our business and financial statements.
|
•
|
A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws can adversely affect our business, reputation and financial statements.
|
•
|
Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that can adversely affect our business, reputation and financial statements.
|
•
|
Our businesses are subject to extensive regulation; failure to comply with those regulations can adversely affect our financial statements and our business, including our reputation.
|
•
|
Our restructuring actions can have long-term adverse effects on our business.
|
•
|
We may be required to recognize impairment charges for our goodwill and other intangible assets.
|
•
|
Foreign currency exchange rates can adversely affect our financial statements.
|
•
|
Changes in our tax rates or exposure to additional income tax liabilities or assessments can affect our profitability. In addition, audits by tax authorities can result in additional tax payments for prior periods.
|
•
|
Changes in tax law relating to multinational corporations could adversely affect our tax position.
|
•
|
We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.
|
•
|
If we are unable to adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we can suffer competitive injury or expend significant resources enforcing our rights. These risks are particularly pronounced in countries in which we do business that do not have levels of protection of intellectual property comparable to the United States.
|
•
|
Third parties from time to time claim that we are infringing or misappropriating their intellectual property rights and we can suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
|
•
|
The U.S. government has certain rights to use and disclose some of the intellectual property that we license and could exclusively license it to a third party if we fail to achieve practical application of the intellectual property.
|
•
|
Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, can adversely affect our business, reputation and financial statements.
|
•
|
The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial statements can suffer.
|
•
|
Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners can adversely affect our financial statements.
|
•
|
Certain of our businesses rely on relationships with collaborative partners and other third parties for development, supply and marketing of certain products and potential products, and such collaborative partners or other third parties can fail to perform sufficiently.
|
•
|
Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations.
|
•
|
If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services can cause production interruptions, delays and inefficiencies.
|
•
|
Changes in laws or governmental regulations can reduce demand for our products or services or increase our expenses.
|
•
|
Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.
|
•
|
International economic, political, legal, compliance and business factors could negatively affect our financial statements.
|
•
|
The United Kingdom’s (“UK”) departure from the EU could have an adverse effect on us.
|
•
|
If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
|
•
|
Our defined benefit pension plans are subject to financial market risks that could adversely affect our financial statements.
|
•
|
the duration of the weaker macroeconomic environment and the timing and extent of recovery in the global demand for our products and services;
|
•
|
the pace at which medical providers resume patient care and testing that is not related to the COVID-19 pandemic, the timing of when research performed by laboratories and other institutions return to normal levels, and payment and funding dynamics related to the foregoing; and
|
•
|
the development and rate of adoption of the products we are offering to help address the pandemic and the effects thereof; competitive product launches and related pricing pressure; impacts from changes in the mix of our product offerings; and the degree to which COVID-19 testing solutions and any vaccines are made available and utilized.
|
•
|
sales from acquired businesses (as defined below, as applicable); and
|
•
|
the impact of currency translation.
|
•
|
the period-to-period change in revenue (excluding sales from acquired businesses (as defined above, as applicable)); and
|
•
|
the period-to-period change in revenue (excluding sales from acquired businesses (as defined above, as applicable)) after applying current period foreign exchange rates to the prior year period.
|
|
% Change Three-Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
|
% Change Six- Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
||
Total sales growth (GAAP)
|
19.0
|
%
|
|
11.5
|
%
|
Impact of:
|
|
|
|
||
Acquisitions/divestitures
|
(21.5
|
)%
|
|
(11.0
|
)%
|
Currency exchange rates
|
2.0
|
%
|
|
1.5
|
%
|
Core sales growth (decline) (non-GAAP)
|
(0.5
|
)%
|
|
2.0
|
%
|
Impact of Cytiva sales growth (net of divested product lines)
|
4.0
|
%
|
|
2.0
|
%
|
Core sales growth including Cytiva (non-GAAP)
|
3.5
|
%
|
|
4.0
|
%
|
•
|
The incremental net accretive effect in 2020 of acquired businesses and product line dispositions which did not qualify as discontinued operations - 240 basis points
|
•
|
Lower 2020 core sales volumes, incremental year-over-year costs associated with various new product development and sales, service and marketing growth investments and the impact of foreign currency exchange rates in the second quarter of 2020, net of incremental year-over-year cost savings associated with continuing productivity improvement initiatives taken in 2020 and 2019 - 80 basis points
|
•
|
Acquisition-related fair value adjustments to inventory and deferred revenue and incremental transaction costs related to the Cytiva Acquisition - 400 basis points
|
•
|
The incremental net accretive effect in 2020 of acquired businesses and product line dispositions which did not qualify as discontinued operations - 140 basis points
|
•
|
Incremental year-over-year costs associated with various new product development and sales, service and marketing growth investments and the impact of foreign currency exchange rates in the first half of 2020, net of the impact of higher 2020 core sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives taken in 2020 and 2019 - 35 basis points
|
•
|
Acquisition-related fair value adjustments to inventory and deferred revenue and incremental transaction costs related to the Cytiva Acquisition - 265 basis points
|
•
|
Impairment charges related to certain long-lived assets in the Diagnostics and Environmental & Applied Solutions segments incurred in the first quarter of 2020 - 10 basis points
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Life Sciences
|
$
|
2,642.4
|
|
|
$
|
1,712.6
|
|
|
$
|
4,292.8
|
|
|
$
|
3,339.5
|
|
Diagnostics
|
1,660.2
|
|
|
1,618.3
|
|
|
3,287.2
|
|
|
3,155.1
|
|
||||
Environmental & Applied Solutions
|
994.8
|
|
|
1,113.6
|
|
|
2,060.5
|
|
|
2,170.1
|
|
||||
Total
|
$
|
5,297.4
|
|
|
$
|
4,444.5
|
|
|
$
|
9,640.5
|
|
|
$
|
8,664.7
|
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
($ in millions)
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Sales
|
$
|
2,642.4
|
|
|
$
|
1,712.6
|
|
|
$
|
4,292.8
|
|
|
$
|
3,339.5
|
|
Operating profit
|
412.4
|
|
|
344.0
|
|
|
738.0
|
|
|
653.0
|
|
||||
Depreciation
|
48.2
|
|
|
32.8
|
|
|
81.4
|
|
|
65.1
|
|
||||
Amortization
|
247.9
|
|
|
89.1
|
|
|
337.5
|
|
|
178.7
|
|
||||
Operating profit as a % of sales
|
15.6
|
%
|
|
20.1
|
%
|
|
17.2
|
%
|
|
19.6
|
%
|
||||
Depreciation as a % of sales
|
1.8
|
%
|
|
1.9
|
%
|
|
1.9
|
%
|
|
1.9
|
%
|
||||
Amortization as a % of sales
|
9.4
|
%
|
|
5.2
|
%
|
|
7.9
|
%
|
|
5.4
|
%
|
|
% Change Three-Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
|
% Change Six- Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
||
Total sales growth (GAAP)
|
54.5
|
%
|
|
28.5
|
%
|
Impact of:
|
|
|
|
||
Acquisitions/divestitures
|
(55.5
|
)%
|
|
(28.5
|
)%
|
Currency exchange rates
|
1.0
|
%
|
|
1.0
|
%
|
Core sales growth (non-GAAP)
|
—
|
%
|
|
1.0
|
%
|
Impact of Cytiva sales growth (net of divested product lines)
|
8.0
|
%
|
|
5.0
|
%
|
Core sales growth including Cytiva (non-GAAP)
|
8.0
|
%
|
|
6.0
|
%
|
•
|
Higher 2020 core sales volumes, incremental year-over-year cost savings associated with the continuing productivity improvement initiatives taken in 2020 and 2019 and the impact of foreign currency exchange rates in the second quarter of 2020, net of incremental year-over-year costs associated with various new product development and sales and marketing growth investments - 30 basis points
|
•
|
The incremental net accretive effect in 2020 of acquired businesses and product line dispositions which did not qualify as discontinued operations - 385 basis points
|
•
|
Acquisition-related fair value adjustments to inventory and deferred revenue and incremental transaction costs related to the Cytiva Acquisition - 865 basis points
|
•
|
Higher 2020 core sales volumes, incremental year-over-year cost savings associated with the continuing productivity improvement initiatives taken in 2020 and 2019 and the impact of foreign currency exchange rates in the first half of 2020, net of incremental year-over-year costs associated with various new product development and sales and marketing growth investments - 60 basis points
|
•
|
The incremental net accretive effect in 2020 of acquired businesses and product line dispositions which did not qualify as discontinued operations - 235 basis points
|
•
|
Transaction costs, integration preparation costs and fair value adjustments to acquired inventory and deferred revenue related to the Cytiva Acquisition - 535 basis points
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
($ in millions)
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Sales
|
$
|
1,660.2
|
|
|
$
|
1,618.3
|
|
|
$
|
3,287.2
|
|
|
$
|
3,155.1
|
|
Operating profit
|
293.2
|
|
|
282.9
|
|
|
544.4
|
|
|
516.0
|
|
||||
Depreciation
|
100.8
|
|
|
94.2
|
|
|
194.9
|
|
|
185.8
|
|
||||
Amortization
|
51.3
|
|
|
51.8
|
|
|
102.7
|
|
|
103.8
|
|
||||
Operating profit as a % of sales
|
17.7
|
%
|
|
17.5
|
%
|
|
16.6
|
%
|
|
16.4
|
%
|
||||
Depreciation as a % of sales
|
6.1
|
%
|
|
5.8
|
%
|
|
5.9
|
%
|
|
5.9
|
%
|
||||
Amortization as a % of sales
|
3.1
|
%
|
|
3.2
|
%
|
|
3.1
|
%
|
|
3.3
|
%
|
|
% Change Three-Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
|
% Change Six- Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
||
Total sales growth (GAAP)
|
2.5
|
%
|
|
4.0
|
%
|
Impact of:
|
|
|
|
||
Currency exchange rates
|
2.5
|
%
|
|
2.0
|
%
|
Core sales growth (non-GAAP)
|
5.0
|
%
|
|
6.0
|
%
|
•
|
Higher 2020 core sales volumes and incremental year-over-year cost savings associated with the continuing productivity improvement initiatives taken in 2020 and 2019, net of incremental year-over-year costs associated with various new product development, sales, service and marketing growth investments, unfavorable product mix and the impact of foreign currency exchange rates in the first half of 2020 - 35 basis points
|
•
|
Impairment charges related to a facility incurred in the first quarter of 2020 - 15 basis points
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
($ in millions)
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Sales
|
$
|
994.8
|
|
|
$
|
1,113.6
|
|
|
$
|
2,060.5
|
|
|
$
|
2,170.1
|
|
Operating profit
|
222.0
|
|
|
260.2
|
|
|
461.9
|
|
|
504.8
|
|
||||
Depreciation
|
11.4
|
|
|
12.6
|
|
|
23.3
|
|
|
25.0
|
|
||||
Amortization
|
14.9
|
|
|
15.4
|
|
|
30.3
|
|
|
31.2
|
|
||||
Operating profit as a % of sales
|
22.3
|
%
|
|
23.4
|
%
|
|
22.4
|
%
|
|
23.3
|
%
|
||||
Depreciation as a % of sales
|
1.1
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
|
1.2
|
%
|
||||
Amortization as a % of sales
|
1.5
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
|
1.4
|
%
|
|
% Change Three-Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
|
% Change Six- Month Period Ended July 3, 2020 vs. Comparable 2019 Period
|
||
Total sales growth (decline) (GAAP)
|
(10.5
|
)%
|
|
(5.0
|
)%
|
Impact of:
|
|
|
|
||
Currency exchange rates
|
2.0
|
%
|
|
1.5
|
%
|
Core sales growth (decline) (non-GAAP)
|
(8.5
|
)%
|
|
(3.5
|
)%
|
•
|
Lower 2020 core sales volumes, incremental year-over-year costs associated with sales, service and marketing growth investments, net of incremental year-over-year cost savings associated with continuing productivity improvement initiatives taken in 2020 and 2019 - 70 basis points
|
•
|
Impairment charges related to a trade name and other intangible assets incurred in the first quarter of 2020 - 20 basis points
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
($ in millions)
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Sales
|
$
|
5,297.4
|
|
|
$
|
4,444.5
|
|
|
$
|
9,640.5
|
|
|
$
|
8,664.7
|
|
Cost of sales
|
(2,444.8
|
)
|
|
(1,960.7
|
)
|
|
(4,345.1
|
)
|
|
(3,826.0
|
)
|
||||
Gross profit
|
$
|
2,852.6
|
|
|
$
|
2,483.8
|
|
|
$
|
5,295.4
|
|
|
$
|
4,838.7
|
|
Gross profit margin
|
53.8
|
%
|
|
55.9
|
%
|
|
54.9
|
%
|
|
55.8
|
%
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||||||
($ in millions)
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||||||
Sales
|
$
|
5,297.4
|
|
|
$
|
4,444.5
|
|
|
$
|
9,640.5
|
|
|
$
|
8,664.7
|
|
Selling, general and administrative (“SG&A”) expenses
|
1,685.4
|
|
|
1,390.0
|
|
|
3,143.7
|
|
|
2,757.7
|
|
||||
Research and development (“R&D”) expenses
|
322.6
|
|
|
282.1
|
|
|
609.6
|
|
|
549.6
|
|
||||
SG&A as a % of sales
|
31.8
|
%
|
|
31.3
|
%
|
|
32.6
|
%
|
|
31.8
|
%
|
||||
R&D as a % of sales
|
6.1
|
%
|
|
6.3
|
%
|
|
6.3
|
%
|
|
6.3
|
%
|
|
Three-Month Period Ended
|
|
Six-Month Period Ended
|
||||||||
|
July 3, 2020
|
|
June 28, 2019
|
|
July 3, 2020
|
|
June 28, 2019
|
||||
Effective tax rate
|
24.0
|
%
|
|
17.8
|
%
|
|
21.2
|
%
|
|
34.6
|
%
|
•
|
The expected rate for the remainder of 2020 includes the anticipated discrete income tax benefits from excess tax deductions related to the Company’s stock compensation programs, which are reflected as a reduction in tax expense, though the actual benefits (if any) will depend on the Company’s stock price and stock option exercise patterns.
|
•
|
The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection, particularly given the uncertainties related to the COVID-19 pandemic.
|
•
|
The tax effects of other discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations.
|
•
|
Any future legislative changes or potential tax reform, the impact of future regulations and guidance implementing the Tax Cuts and Jobs Act and any related additional tax planning efforts to address these changes.
|
|
Six-Month Period Ended
|
||||||
($ in millions)
|
July 3, 2020
|
|
June 28, 2019
|
||||
Total operating cash provided by continuing operations
|
$
|
2,271.0
|
|
|
$
|
1,769.1
|
|
|
|
|
|
||||
Cash paid for acquisitions
|
$
|
(20,735.6
|
)
|
|
$
|
(326.6
|
)
|
Payments for additions to property, plant and equipment
|
(287.9
|
)
|
|
(294.4
|
)
|
||
Proceeds from sales of property, plant and equipment
|
0.8
|
|
|
11.7
|
|
||
Payments for purchases of investments
|
(127.8
|
)
|
|
(92.3
|
)
|
||
Proceeds from sale of product lines
|
809.8
|
|
|
—
|
|
||
All other investing activities
|
11.4
|
|
|
16.1
|
|
||
Total investing cash used in continuing operations
|
$
|
(20,329.3
|
)
|
|
$
|
(685.5
|
)
|
|
|
|
|
||||
Proceeds from the issuance of common stock in connection with stock-based compensation
|
$
|
69.1
|
|
|
$
|
83.0
|
|
Proceeds from the sale of common stock, net of issuance costs
|
1,728.5
|
|
|
1,443.2
|
|
||
Proceeds from the sale of preferred stock, net of issuance costs
|
1,668.1
|
|
|
1,599.6
|
|
||
Payment of dividends
|
(283.1
|
)
|
|
(233.9
|
)
|
||
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)
|
(3,377.1
|
)
|
|
599.6
|
|
||
Net proceeds from borrowings (maturities longer than 90 days)
|
7,691.3
|
|
|
—
|
|
||
Net repayments of borrowings (maturities longer than 90 days)
|
(3,750.0
|
)
|
|
(3.9
|
)
|
||
All other financing activities
|
(1.3
|
)
|
|
(4.8
|
)
|
||
Net operating cash provided by financing activities
|
$
|
3,745.5
|
|
|
$
|
3,482.8
|
|
•
|
Operating cash flows from continuing operations increased $502 million, or approximately 28%, during the six-month period ended July 3, 2020 as compared to the comparable period of 2019, due to higher net earnings (after excluding noncash impairment charges and fair value adjustments related to certain long-lived assets in 2020, noncash charges for depreciation, amortization and stock compensation in both periods, and noncash discrete tax charges in 2019), higher cash provided by trade accounts receivables and lower cash used for inventories during the 2020 period compared to the prior year, partially offset by higher cash used for payments for transaction costs incurred in connection with the Cytiva Acquisition, various employee-related liabilities, income taxes and accrued expenses in 2020 compared to the prior year.
|
•
|
Net cash used in investing activities consisted primarily of cash paid for acquisitions. The Company acquired Cytiva during the six-month period ended July 3, 2020 for total cash consideration of approximately $20.7 billion. Refer to Note 3 to the accompanying Consolidated Condensed Financial Statements for additional information on the funding of the Cytiva Acquisition.
|
•
|
On March 24, 2020, the Company borrowed approximately $2.5 billion under the Five-Year Facility and on April 7, 2020, the Company borrowed approximately $2.5 billion under the Superseded 364-Day Facility. The Company repaid $1.25 billion of the borrowings under the Five-Year Facility and all of the borrowings under the Superseded 364-Day Facility in May 2020. On March 30, 2020 and April 8, 2020, the Company issued senior unsecured Euronotes and received net proceeds of approximately €1.7 billion (approximately $1.9 billion based on currency exchange rates as of the date of the pricing of the notes) and approximately €754 million (approximately $816 million based on currency exchange rates as of the date of the pricing of the notes), respectively.
|
•
|
In May 2020, the Company completed the 2020 Common Stock Offering and the 2020 MCPS offering, resulting in net proceeds of approximately $1.73 billion, after deducting expenses and the underwriters’ discount of $54 million and approximately $1.67 billion, after deducting expenses and the underwriters’ discount of $49 million, respectively.
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•
|
As of July 3, 2020, the Company held approximately $5.5 billion of cash and cash equivalents.
|
•
|
2020 operating cash flows reflected an increase of $514 million in net earnings from continuing operations for the first six months of 2020 as compared to the comparable period in 2019. Partially offsetting the impact of this increase is the fact that 2019 net earnings from continuing operations include $227 million of net discrete noncash tax charges compared to a net discrete noncash tax benefit of $27 million in 2020. In addition, net earnings from continuing operations in 2020 included $21 million in aggregate of noncash impairment charges and fair value adjustments related to certain long-lived assets. Each of these noncash charges and adjustments decreased earnings without a corresponding impact to operating cash flows.
|
•
|
Net earnings for the first six months of 2020 also reflected an increase of $196 million of depreciation, amortization and stock compensation expense as compared to the comparable period of 2019. Amortization expense primarily relates to the amortization of intangible assets acquired in connection with acquisitions. Depreciation expense relates to both the Company’s manufacturing and operating facilities as well as instrumentation leased to customers under OTL arrangements. Depreciation, amortization and stock compensation are noncash expenses that decrease earnings without a corresponding impact to operating cash flows.
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•
|
The aggregate of trade accounts receivable, inventories and trade accounts payable provided $44 million in operating cash flows during the first six months of 2020, compared to $172 million of operating cash flows used in the comparable period of 2019. 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.
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•
|
The aggregate of prepaid expenses and other assets and accrued expenses and other liabilities provided $293 million of operating cash flows during the first six months of 2020, compared to $262 million of operating cash flows provided in the comparable period of 2019. The noncash discrete tax items noted above, the timing of cash payments for transaction costs incurred in connection with the Cytiva Acquisition and various employee-related liabilities, partially offset by customer funding and changes in accrued expenses, drove the majority of this change.
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•
|
adverse impacts on customer orders and purchases and unpredictable reductions in demand for many of our products;
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•
|
constraints on the movement of our products through the supply chain;
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•
|
adverse impacts on our collections of accounts receivable, including delays in collections and increases in uncollectible receivables;
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•
|
supply chain capacity constraints and price increases, including with respect to freight services;
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•
|
adverse impacts on our workforce and/or key employees;
|
•
|
unpredictable increases in demand for certain products; and
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•
|
increased cybersecurity threat activity.
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•
|
The Cytiva business could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipated timetable, or we could fail to operate such business profitably.
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•
|
The Cytiva 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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•
|
Earnings charges related to the Cytiva 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 Cytiva Acquisition has created incremental demands on our management, operational resources and financial and internal control systems, and we may be unable to effectively address these demands.
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•
|
The Cytiva Acquisition requires management’s attention and other resources, which could have a negative impact on our ability to manage existing operations or pursue other strategic transactions.
|
•
|
We could experience difficulty or greater-than-anticipated costs in integrating the personnel, operations and financial and other controls and systems of Cytiva 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.
|
•
|
We may have assumed 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 Cytiva’s activities and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations.
|
•
|
The purchase agreement for Cytiva includes provisions relating to purchase price adjustments, which may have unpredictable financial results.
|
•
|
As a result of the Cytiva Acquisition, we are recording significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, we may be required to incur impairment charges.
|
(a)
|
Exhibits:
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
31.1
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|
|
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|
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31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
|
DANAHER CORPORATION
|
|
|
|
|
|
Date:
|
July 22, 2020
|
By:
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/s/ Matthew R. McGrew
|
|
|
|
Matthew R. McGrew
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|
|
|
Executive Vice President and Chief Financial Officer
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|
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|
|
Date:
|
July 22, 2020
|
By:
|
/s/ Robert S. Lutz
|
|
|
|
Robert S. Lutz
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|
|
|
Senior Vice President and Chief Accounting Officer
|
a.
|
Definitions.
|
(1)
|
“Competing Organization” means an entity that manufactures, sells, or distributes Competing Products in the Restricted Territory, including, by way of example only and without limitation, the companies identified from time to time as peer companies in the annual proxy statements the Company files with the U.S. Securities and Exchange Commission;
|
(2)
|
“Competing Products” means (i) products or services similar to or competitive with the products or services sold by the Company for which I had any responsibility during the 24 months preceding my employment termination (“Pre-Termination Period”); (ii) products or services similar to or competitive with any prospective product or service the Company took steps to develop and for which I had any responsibility during the Pre-Termination Period; and (iii) products or services that utilize or incorporate Confidential Information, including, without limitation, Danaher Business System information.
|
(3)
|
“Solicit” means: (i) any comments, conduct or activity that would influence a customer’s decision to continue doing business with the Company, regardless of who initiates contact; and (ii) any comments, conduct or activity
|
(4)
|
“Restricted Customer” means a customer or prospective customer of the Company (i) with whom I had contact or with whom I dealt on behalf of the Company during the Pre-termination Period (defined above); (ii) whose dealings with the Company I coordinated or supervised during the Pre-termination Period; (iii) about whom I obtained Confidential Information during the Pre-Termination Period; or (iv) who received products or services that resulted in compensation, commissions, or earnings for me during the Pre-Termination Period.
|
(5)
|
“Restricted Territory” means any geographic territory (i) in which I performed services for the Company during the Pre-Termination Period; (ii) over which I had sales or management responsibilities for the Company during the Pre-Termination Period; (iii) in which the Company employed or engaged personnel that I directly or indirectly supervised or managed during the Pre-Termination Period; or (iv) about which I had access to Confidential Information during the Pre-Termination Period.
|
(1)
|
own any Competing Organization (other than less than 3% ownership in a publicly traded company); or
|
(2)
|
work in the Restricted Territory for any Competing Organization in any role: (i) that involves responsibilities related to the sale of Competing Products; or (ii) developing or implementing strategies to compete with the Company with respect to Competing Products; or (iii) directly or indirectly supervising or managing employees or other personnel who compete with the Company with respect to Competing Products; or (iv) utilizing or disclosing Confidential Information.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 22, 2020
|
By:
|
/s/ Thomas P. Joyce, Jr.
|
|
|
|
Thomas P. Joyce, Jr.
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 22, 2020
|
By:
|
/s/ Matthew R. McGrew
|
|
|
|
Matthew R. McGrew
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
July 22, 2020
|
By:
|
/s/ Thomas P. Joyce, Jr.
|
|
|
|
Thomas P. Joyce, Jr.
|
|
|
|
President and Chief Executive Officer
|
Date:
|
July 22, 2020
|
By:
|
/s/ Matthew R. McGrew
|
|
|
|
Matthew R. McGrew
|
|
|
|
Executive Vice President and Chief Financial Officer
|