0000313616-15-000054.txt : 20150423 0000313616-15-000054.hdr.sgml : 20150423 20150422182456 ACCESSION NUMBER: 0000313616-15-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150423 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150423 DATE AS OF CHANGE: 20150422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 15786565 BUSINESS ADDRESS: STREET 1: 2200 PENNSYLVANIA AVE. N.W. STREET 2: SUITE 800W CITY: WASHINGTON STATE: DC ZIP: 20037-1701 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 2200 PENNSYLVANIA AVE. N.W. STREET 2: SUITE 800W CITY: WASHINGTON STATE: DC ZIP: 20037-1701 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 8-K 1 dhr-201543x8k.htm FORM 8-K DHR-2015.4.3-8K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
_______________
  CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 23, 2015
_______________
DANAHER CORPORATION
 
(Exact Name of Registrant as Specified in Its Charter)
 
_______________
 
Delaware
 
 
(State or Other Jurisdiction of Incorporation)
 

001-08089
 
59-1995548
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
2200 Pennsylvania Avenue, NW,
Suite 800W,
Washington, D.C.
 
20037-1701
(Address of Principal Executive Offices)
 
(Zip Code)
202-828-0850
(Registrant’s Telephone Number, Including Area Code)
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
_______________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 23, 2015, Danaher Corporation issued a press release announcing financial results for the three months ended April 3, 2015. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. This Current Report on Form 8-K and the press release attached hereto are being furnished by Danaher pursuant to Item 2.02 of Form 8-K.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
 
 
(c)
Exhibits:
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
Press release — “Danaher Reports Record First Quarter 2015 Results






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
DANAHER CORPORATION
 
 
 
 
 
Date:
April 22, 2015
 
By:
/s/ Daniel L. Comas
 
 
 
 
Daniel L. Comas
 
 
 
 
Executive Vice President and Chief Financial Officer







EXHIBIT INDEX
Exhibit No.
  
Description
 
 
99.1
  
Press release — “Danaher Reports Record First Quarter 2015 Results





EX-99.1 2 dhr-201543xex991.htm EXHIBIT 99.1 DHR-2015.4.3-EX 99.1


Exhibit 99.1

DANAHER REPORTS RECORD FIRST QUARTER 2015 RESULTS

WASHINGTON, D.C., April 23, 2015 -- Danaher Corporation (NYSE:DHR) today announced results for the first quarter 2015.

For the quarter ended April 3, 2015, adjusted diluted net earnings per share were $0.93 on a non-GAAP basis, which reflects the adjustments identified in the attached reconciliation schedule. On a GAAP basis, net earnings for the first quarter were $570 million, or $0.79 per share on a diluted basis. Revenues for the 2015 first quarter increased 4.5% to $4.9 billion with core revenues increasing 5.0%.

The Company anticipates that non-GAAP, adjusted diluted net earnings per share for the second fiscal quarter of 2015 will be in the range of $1.01 to $1.05. The Company is also updating its full year 2015 adjusted diluted net earnings per share guidance, which is now expected to be in the range of $4.23 to $4.33, reflecting the adjustments identified on the attached reconciliation schedule. The strengthening of the U.S. dollar since the Company’s fourth quarter 2014 earnings release in January is expected to reduce 2015 earnings by approximately $0.07 per share.

Thomas P. Joyce, Jr., President and Chief Executive Officer, stated, “We had a very good start to 2015, delivering our highest quarter of core revenue growth since 2011. The team’s solid execution using the Danaher Business System continued to drive relative outperformance and enhance our competitive position. We remain cognizant of a strengthening U.S. dollar and changing macro environment; however, we are confident that our focus on optimizing our portfolio and seizing high-impact growth opportunities will help us build a better, stronger Danaher in 2015 and the years to come.”

Danaher will discuss its results during its quarterly investor conference call today starting at 8:00 a.m. ET. The call and an accompanying slide presentation will be webcast on the “Investors” section of Danaher's website, www.danaher.com, under the subheading “Investor Events.” A replay of the webcast will be available in the same section of Danaher’s website shortly after the conclusion of the presentation and will remain available until the next quarterly earnings call.

The conference call can be accessed by dialing 888-811-5445 within the U.S. or by dialing 913-312-0671 outside the U.S. a few minutes before the 8:00 a.m. ET start and telling the operator that you are dialing in for Danaher’s investor conference call (access code 6588001). A replay of the conference call will be available shortly after the conclusion of the call and until Thursday, April 30, 2015. The replay can be accessed by dialing 888-203-1112 within the U.S. or 719-457-0820 outside the U.S. with the access code 6588001. In addition, presentation materials relating to Danaher’s results have been posted to the “Investors” section of Danaher’s website under the subheading “Financial Information - Quarterly Earnings.”

ABOUT DANAHER

Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands have leadership positions in some of the most demanding and attractive industries, including health care, environmental and industrial. The Company's globally diverse team of 71,000 associates is united by a common culture and operating system, the Danaher Business System. In 2014, Danaher generated $19.9 billion in revenue and its market capitalization exceeded $60 billion. For more information please visit: www.danaher.com.

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. The reasons why we believe these measures provide useful information to investors, a reconciliation of these measures to the most directly comparable





GAAP measures and other information relating to these measures are included in the supplemental reconciliation schedule attached.


FORWARD LOOKING STATEMENTS

Statements in this release that are not strictly historical, including the statements regarding the Company’s anticipated adjusted diluted net earnings per share for the second quarter and full year 2015, anticipated impact of foreign currency translation in 2015, the anticipated impact of macroeconomic challenges, the Company’s focus on portfolio optimization and seizing high-impact growth opportunities and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, deterioration of or instability in the economy, the markets we serve and the financial markets, the impact of our restructuring activities on our ability to grow, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our ability to successfully identify, consummate and integrate appropriate acquisitions and successfully complete divestitures and other dispositions, contingent liabilities relating to acquisitions and divestures, our ability to close the anticipated merger of our Communications business with NetScout, Inc. and achieve the desired benefits of that transaction, our compliance with applicable laws and regulations (including regulations relating to medical devices and the healthcare industry) and changes in applicable laws and regulations, our ability to effectively address cost reductions and other changes in the healthcare industry, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, the impact of our debt obligations on our operations and liquidity, our relationships with and the performance of our channel partners, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, labor matters, international economic, political, legal, compliance and business factors, disruptions relating to man-made and natural disasters, security breaches or other disruptions of our information technology systems and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2014 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the first quarter of 2015. These forward-looking statements speak only as of the date of this release and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

CONTACT
Matthew E. Gugino
Vice President, Investor Relations
Danaher Corporation
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C. 20037
Telephone: (202) 828-0850
Fax: (202) 828-0860






DANAHER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
($ and shares in millions, except per share amounts)
(unaudited)
 
 
Three Months Ended
 
April 3, 2015
 
March 28, 2014
Sales
$
4,873.3

 
$
4,662.7

Cost of sales
(2,273.3
)
 
(2,209.8
)
Gross profit
2,600.0

 
2,452.9

Operating costs:
 
 
 
Selling, general and administrative expenses
(1,486.7
)
 
(1,350.6
)
Research and development expenses
(339.1
)
 
(313.4
)
Operating profit
774.2

 
788.9

Non-operating income (expense):
 
 
 
Interest expense
(30.2
)
 
(32.5
)
Interest income
2.3

 
4.9

Earnings before income taxes
746.3

 
761.3

Income taxes
(176.5
)
 
(181.6
)
Net earnings
$
569.8

 
$
579.7

Net earnings per share:
 
 
 
Basic
$
0.81

 
$
0.83

Diluted
$
0.79

 
$
0.81

Average common stock and common equivalent shares outstanding:
 
 
 
Basic
707.2

 
700.1

Diluted
718.7

 
714.8


This information is presented for reference only. A complete copy of Danaher’s Form 10-Q financial statements is available on the Company’s website (www.danaher.com).







DANAHER CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
 
Three Months Ended
 
April 3, 2015
 
March 28, 2014
Diluted Net Earnings Per Share (GAAP)
$
0.79

 
$
0.81

Fair value adjustments to Nobel Biocare acquisition-related inventory ($20 million pre-tax, $15 million after-tax)
0.02

 

Amortization of acquisition-related intangible assets in the three months ended April 3, 2015 ($109 million pre-tax, $83 million after-tax) and for the three months ended March 28,2014 ($93 million pre-tax, $71 million after-tax)
0.12

 
0.10

Adjusted Diluted Net Earnings Per Share (Non-GAAP)
$
0.93

 
$
0.91

Forecasted Earnings Per Share
 
Three Months Ending
 
Year Ending
 
July 3, 2015
 
December 31, 2015
 
Low End
 
High End
 
Low End
 
High End
Diluted Net Earnings Per Share (GAAP)
$
0.89

 
$
0.93

 
$
3.74

 
$
3.84

Fair value adjustments to Nobel Biocare acquisition-related inventory ($20 million pre-tax, $15 million after-tax)

 

 
0.02

 
0.02

Amortization of acquisition-related intangible assets in the three months ending July 3, 2015 ($110 million pre-tax, $85 million after-tax) and the year ending December 31, 2015 ($439 million pre-tax, $336 million after-tax)
0.12

 
0.12

 
0.47

 
0.47

Adjusted Diluted Net Earnings Per Share (Non-GAAP)
$
1.01

 
$
1.05

 
$
4.23

 
$
4.33

Core Revenue Growth
Components of Revenue Growth
Three Months Ended April 3, 2015 vs. Comparable 2014 Period
Core (Non-GAAP)
5.0
 %
Acquisitions (Non-GAAP)
6.0
 %
Impact of Currency Translation (Non-GAAP)
(6.5
)%
Total Revenue Growth (GAAP)
4.5
 %
Adjusted Diluted Net Earnings Per Share
We disclose the non-GAAP measure of adjusted diluted net earnings per share, which refers to GAAP diluted net earnings per share, excluding the items identified in the reconciliation schedule above. This non-GAAP measure should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies.
Management believes that this measure provides useful information to investors by reflecting additional ways of viewing aspects of Danaher’s operations that, when reconciled to the corresponding GAAP measure, helps our investors to better understand the long-term profitability trends of our business, and facilitates easier comparisons of our profitability to prior and future periods and to our peers. The items described above have been excluded from this measure because items of this nature and/or size occur with inconsistent frequency, occur for reasons that may be unrelated to Danaher’s commercial performance during the period and/or we believe are not indicative of Danaher’s ongoing operating costs or gains in a given period, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult. The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger





acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period.
The Company estimates the tax effect of the items identified in the reconciliation schedule above by applying the Company's overall estimated effective tax rate to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
Core Revenue and Core Revenue Growth
We use the term “core revenue” or “sales from existing businesses” to refer to GAAP revenue from existing operations excluding (1) sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations (“acquisition sales”), and (2) the impact of currency translation. The portion of GAAP revenue from existing operations attributable to currency translation is calculated as the difference between (a) the period-to-period change in revenue (excluding acquisition sales) and (b) the period-to-period change in revenue (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term “core revenue growth” to refer to the measure of comparing current period core revenue with the corresponding period of the prior year. These non-GAAP measures should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies.
Management believes that these non-GAAP measures provide useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our revenue performance with prior and future periods and to our peers. We exclude the effect of currency translation from these measures because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. We exclude the effect of acquisitions and divested product lines because the nature, size and number of such transactions can vary dramatically from period to period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult.


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