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Share Name | Share Symbol | Market | Type |
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Danaher Corporation | NYSE:DHR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.78 | 0.32% | 246.58 | 248.0992 | 243.68 | 244.06 | 2,709,341 | 00:56:48 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Item 1.
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Item 1A.
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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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consistently attracting and retaining exceptional talent.
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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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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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(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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(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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3,055.1
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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
|
|
(n)
|
244.6
|
|
|
319.9
|
|
|
690.2
|
|
|
1,928.7
|
|
(e)
|
|||||
Net earnings
|
3,008.2
|
|
|
2,650.9
|
|
|
2,492.1
|
|
(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.
|
1 Year Danaher Chart |
1 Month Danaher Chart |
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