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) |
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 |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |
(c) | Exhibits: | |
Exhibit No. | Description | |
99.1 | Press release — “Danaher Reports Fourth Quarter and Full Year 2016 Results” |
DANAHER CORPORATION | |||
Date: | January 30, 2017 | By: | /s/ Daniel L. Comas |
Daniel L. Comas | |||
Executive Vice President and Chief Financial Officer |
Exhibit No. | Description | |
99.1 | Press release — “Danaher Reports Fourth Quarter and Full Year 2016 Results” |
Three Month Period Ended | Year Ended | |||||||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2016 | December 31, 2015 | |||||||||||||
Diluted Net Earnings Per Share from Continuing Operations (GAAP) | $ | 1.07 | $ | 0.75 | $ | 3.08 | $ | 2.47 | ||||||||
Pretax amortization of acquisition-related intangible assets A | 0.22 | A | 0.20 | A | 0.83 | A | 0.56 | A | ||||||||
Pretax charge for early extinguishment of borrowings B | — | — | 0.26 | B | — | |||||||||||
Pretax gains on resolution of acquisition-related matters C | — | — | (0.02 | ) | C | — | ||||||||||
Pretax gain on sales of investments D,E | — | — | (0.32 | ) | E | (0.02 | ) | D | ||||||||
Pretax acquisition-related transaction costs deemed significant, change in control payments and restructuring costs and fair value adjustments to inventory and deferred revenue F,G | 0.12 | G | 0.09 | F | 0.12 | G | 0.21 | F | ||||||||
Tax effect of all adjustments reflected above H | (0.09 | ) | H | (0.07 | ) | H | (0.21 | ) | H | (0.16 | ) | H | ||||
Discrete tax adjustments and other tax-related adjustments I,J | (0.27 | ) | J | (0.06 | ) | I | (0.13 | ) | J | (0.08 | ) | I | ||||
Adjusted Diluted Net Earnings Per Share from Continuing Operations (Non-GAAP) | $ | 1.05 | $ | 0.91 | $ | 3.61 | $ | 2.98 |
Three Month Period Ending March 31, 2017 | Year Ending December 31, 2017 | |||||||||||||||
Low End | High End | Low End | High End | |||||||||||||
Forecasted Diluted Net Earnings Per Share from Continuing Operations (GAAP) | $ | 0.64 | $ | 0.67 | $ | 3.13 | $ | 3.23 | ||||||||
Anticipated pretax amortization of acquisition-related intangible assets A | 0.23 | A | 0.23 | A | 0.92 | A | 0.92 | A | ||||||||
Tax effect of all adjustments reflected above H | (0.05 | ) | H | (0.05 | ) | H | (0.20 | ) | H | (0.20 | ) | H | ||||
Forecasted Adjusted Diluted Net Earnings Per Share from Continuing Operations (Non-GAAP) 1 | $ | 0.82 | $ | 0.85 | $ | 3.85 | $ | 3.95 |
1 | The forward-looking estimates set forth above do not reflect future gains and charges that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance, such as certain future gains or losses on the sale of investments, acquisition or divestiture-related gains or charges and discrete tax items. |
Three Month Period Ended December 31, 2016 vs. Comparable 2015 Period | Year Ended December 31, 2016 vs. Comparable 2015 Period | ||||
Total Revenue Growth from Continuing Operations (GAAP) | 6.0 | % | 17.0 | % | |
Components of Revenue Growth | |||||
Core (non-GAAP) 2 | 3.5 | % | 3.0 | % | |
Acquisitions (non-GAAP) | 4.0 | % | 15.0 | % | |
Impact of currency translation (non-GAAP) | (1.5 | )% | (1.0 | )% | |
Total Revenue Growth from Continuing Operations (GAAP) | 6.0 | % | 17.0 | % |
2 | We use the term “core revenue” to refer to GAAP revenue from continuing operations excluding (1) sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested businesses or product lines not considered discontinued operations (“acquisition sales”) and (2) the impact of currency translation. The portion of GAAP revenue from continuing 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. |
A | Amortization of acquisition-related intangible assets in the following historical and forecasted periods ($ in millions) (only the pretax amounts set forth below are reflected in the amortization line item above): |
Forecasted | |||||||||||||||||||||||
Three Month Period Ended | Year Ended | Three Month Period Ending | Year Ending | ||||||||||||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2016 | December 31, 2015 | March 31, 2017 | December 31, 2017 | ||||||||||||||||||
Pretax | $ | 156.5 | $ | 137.4 | $ | 583.1 | $ | 396.8 | $ | 162.2 | $ | 649.3 | |||||||||||
After-tax | 123.9 | 107.2 | 449.7 | 313.4 | 127.3 | 509.7 |
B | Charge for early extinguishment of borrowings ($179 million pretax as presented in this line item, $112 million after-tax) incurred in the third quarter of 2016. The Company did not incur any charges related to the early extinguishment of borrowings in any other quarter of 2016 or in 2015, and therefore no such elimination item is reflected in the calculation of Adjusted Diluted Net Earnings Per Share From Continuing Operations for any other period presented. |
C | Gains on resolution of acquisition-related matters ($18 million pretax is presented in this line item, $14 million after-tax) for the year ended December 31, 2016. |
D | Gain on sales of investments in the year ended December 31, 2015 ($12 million pretax as presented in this line item, $8 million after-tax). |
E | Gain on sales of investments in the year ended December 31, 2016 ($223 million pretax as presented in this line item, $140 million after-tax). |
F | Fair value adjustments to inventory and deferred revenue, net of the impact of freezing pension benefits, in each case related to the acquisition of Pall Corporation and incurred in the three month period ended December 31, 2015 ($60 million pretax as presented in this line item, $48 million after-tax); acquisition-related transaction costs deemed significant ($21 million pretax as presented in this line item, $16 million after-tax), change in control payments, and fair value adjustments to inventory and deferred revenue, net of the impact of freezing pension benefits, in each case related primarily to the acquisition of Pall Corporation and incurred in the year ended December 31, 2015 ($127 million pretax as presented in this line item, $99 million after-tax). 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 the Company in a given period. |
G | Acquisition-related transaction costs deemed significant ($12 million pretax as presented in this line item, $9 million after-tax), change in control payments and restructuring costs ($49 million pretax as presented in this line item, $30 million after-tax), and fair value adjustments to inventory and deferred revenue ($23 million pretax as presented in this line item, $14 million after-tax), in each case related primarily to the acquisition of Cepheid and incurred in the three months and year ended December 31, 2016. |
H | This line item reflects the aggregate tax effect of all nontax adjustments reflected in the table above. In addition, the footnotes above indicate the after-tax amount of each individual adjustment item. Danaher estimates the tax effect of the adjustment items identified in the reconciliation schedule above by applying Danaher's overall estimated effective tax rate to the pretax 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. |
I | Discrete income tax gains net of discrete income tax charges incurred in the three months ($41 million) and the year ($58 million) ended December 31, 2015. |
J | Discrete income tax gains net of discrete income tax charges incurred in the three months ended December 31, 2016 ($190 million). Discrete income tax gains net of discrete income tax charges and Fortive Corporation separation-related tax costs related to repatriation of earnings and legal entity realignments incurred in the year ended December 31, 2016 ($91 million). |
As of December 31 | |||||||
2016 | 2015 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and equivalents | $ | 963.7 | $ | 790.8 | |||
Trade accounts receivable, less allowance for doubtful accounts of $102.4 and $88.3, respectively | 3,186.1 | 2,985.1 | |||||
Inventories | 1,709.4 | 1,573.1 | |||||
Prepaid expenses and other current assets | 805.9 | 889.5 | |||||
Current assets, discontinued operations | — | 1,598.2 | |||||
Total current assets | 6,665.1 | 7,836.7 | |||||
Property, plant and equipment, net | 2,354.0 | 2,302.7 | |||||
Other assets | 631.3 | 845.3 | |||||
Goodwill | 23,826.9 | 21,014.9 | |||||
Other intangible assets, net | 11,818.0 | 10,545.3 | |||||
Other assets, discontinued operations | — | 5,677.3 | |||||
Total assets | $ | 45,295.3 | $ | 48,222.2 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Notes payable and current portion of long-term debt | $ | 2,594.8 | $ | 845.2 | |||
Trade accounts payable | 1,485.0 | 1,391.9 | |||||
Accrued expenses and other liabilities | 2,794.2 | 2,609.4 | |||||
Current liabilities, discontinued operations | — | 1,323.9 | |||||
Total current liabilities | 6,874.0 | 6,170.4 | |||||
Other long-term liabilities | 5,670.3 | 5,750.0 | |||||
Long-term debt | 9,674.2 | 12,025.2 | |||||
Long-term liabilities, discontinued operations | — | 512.6 | |||||
Stockholders’ equity: | |||||||
Common stock - $0.01 par value, 2.0 billion shares authorized; 807.7 and 801.6 issued; 692.2 and 686.8 outstanding, respectively | 8.1 | 8.0 | |||||
Additional paid-in capital | 5,312.9 | 4,981.2 | |||||
Retained earnings | 20,703.5 | 21,012.3 | |||||
Accumulated other comprehensive income (loss) | (3,021.7 | ) | (2,311.2 | ) | |||
Total Danaher stockholders’ equity | 23,002.8 | 23,690.3 | |||||
Noncontrolling interests | 74.0 | 73.7 | |||||
Total stockholders’ equity | 23,076.8 | 23,764.0 | |||||
Total liabilities and stockholders’ equity | $ | 45,295.3 | $ | 48,222.2 |
Three Month Period Ended December 31 | Year Ended December 31 | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Sales | $ | 4,584.3 | $ | 4,323.0 | $ | 16,882.4 | $ | 14,433.7 | |||||||
Cost of sales | (2,084.3 | ) | (2,065.8 | ) | (7,547.8 | ) | (6,662.6 | ) | |||||||
Gross profit | 2,500.0 | 2,257.2 | 9,334.6 | 7,771.1 | |||||||||||
Operating costs: | |||||||||||||||
Selling, general and administrative expenses | (1,503.4 | ) | (1,369.5 | ) | (5,608.6 | ) | (4,747.5 | ) | |||||||
Research and development expenses | (268.0 | ) | (236.1 | ) | (975.1 | ) | (861.4 | ) | |||||||
Operating profit | 728.6 | 651.6 | 2,750.9 | 2,162.2 | |||||||||||
Nonoperating income (expense): | |||||||||||||||
Other income | — | — | 223.4 | 12.4 | |||||||||||
Loss on early extinguishment of borrowings | — | — | (178.8 | ) | — | ||||||||||
Interest expense | (32.3 | ) | (50.7 | ) | (184.4 | ) | (139.8 | ) | |||||||
Interest income | 0.1 | — | 0.2 | 4.6 | |||||||||||
Earnings from continuing operations before income taxes | 696.4 | 600.9 | 2,611.3 | 2,039.4 | |||||||||||
Income taxes | 50.6 | (79.9 | ) | (457.9 | ) | (292.7 | ) | ||||||||
Net earnings from continuing operations | 747.0 | 521.0 | 2,153.4 | 1,746.7 | |||||||||||
Earnings from discontinued operations, net of income taxes | — | 167.6 | 400.3 | 1,610.7 | |||||||||||
Net earnings | $ | 747.0 | $ | 688.6 | $ | 2,553.7 | $ | 3,357.4 | |||||||
Net earnings per share from continuing operations: | |||||||||||||||
Basic | $ | 1.08 | $ | 0.76 | $ | 3.12 | $ | 2.50 | |||||||
Diluted | $ | 1.07 | $ | 0.75 | $ | 3.08 | $ | 2.47 | |||||||
Net earnings per share from discontinued operations: | |||||||||||||||
Basic | $ | — | $ | 0.24 | $ | 0.58 | $ | 2.31 | |||||||
Diluted | $ | — | $ | 0.24 | $ | 0.57 | $ | 2.27 | |||||||
Net earnings per share: | |||||||||||||||
Basic | $ | 1.08 | $ | 1.00 | $ | 3.69 | * | $ | 4.81 | ||||||
Diluted | $ | 1.07 | $ | 0.99 | $ | 3.65 | $ | 4.74 | |||||||
Average common stock and common equivalent shares outstanding: | |||||||||||||||
Basic | 693.0 | 687.4 | 691.2 | 698.1 | |||||||||||
Diluted | 701.9 | 697.1 | 699.8 | 708.5 |
Year Ended December 31 | |||||||
2016 | 2015 | ||||||
Cash flows from operating activities: | |||||||
Net earnings | $ | 2,553.7 | $ | 3,357.4 | |||
Less: earnings from discontinued operations, net of income taxes | 400.3 | 1,610.7 | |||||
Net earnings from continuing operations | 2,153.4 | 1,746.7 | |||||
Noncash items: | |||||||
Depreciation | 545.0 | 484.0 | |||||
Amortization | 583.1 | 396.8 | |||||
Stock-based compensation expense | 129.8 | 103.8 | |||||
Pretax loss on early extinguishment of borrowings | 178.8 | — | |||||
Pretax gain on sales of investments | (223.4 | ) | (12.4 | ) | |||
Change in deferred income taxes | (383.9 | ) | (184.2 | ) | |||
Change in trade accounts receivable, net | (183.1 | ) | 0.8 | ||||
Change in inventories | 9.4 | 146.5 | |||||
Change in trade accounts payable | 78.1 | 50.3 | |||||
Change in prepaid expenses and other assets | (62.4 | ) | (68.9 | ) | |||
Change in accrued expenses and other liabilities | 262.7 | 168.8 | |||||
Total operating cash provided by continuing operations | 3,087.5 | 2,832.2 | |||||
Total operating cash provided by discontinued operations | 434.3 | 969.6 | |||||
Net cash provided by operating activities | 3,521.8 | 3,801.8 | |||||
Cash flows from investing activities: | |||||||
Cash paid for acquisitions | (4,880.1 | ) | (14,247.8 | ) | |||
Payments for additions to property, plant and equipment | (589.6 | ) | (512.9 | ) | |||
Payments for purchases of investments | — | (87.1 | ) | ||||
Proceeds from sales of investments | 264.8 | 43.0 | |||||
All other investing activities | 31.7 | 66.3 | |||||
Total investing cash used in continuing operations | (5,173.2 | ) | (14,738.5 | ) | |||
Total investing cash used in discontinued operations | (69.8 | ) | (212.5 | ) | |||
Net cash used in investing activities | (5,243.0 | ) | (14,951.0 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from the issuance of common stock | 164.5 | 249.0 | |||||
Payment of dividends | (399.8 | ) | (354.1 | ) | |||
Make-whole premiums to redeem borrowings prior to maturity | (188.1 | ) | — | ||||
Net proceeds from borrowings (maturities of 90 days or less) | 2,218.1 | 3,511.2 | |||||
Proceeds from borrowings (maturities longer than 90 days) | 3,240.9 | 5,682.9 | |||||
Repayments of borrowings (maturities longer than 90 days) | (2,480.6 | ) | (35.5 | ) | |||
All other financing activities | (27.0 | ) | (3.3 | ) | |||
Total financing cash provided by continuing operations | 2,528.0 | 9,050.2 | |||||
Cash distributions to Fortive, net | (485.3 | ) | — | ||||
Net cash provided by financing activities | 2,042.7 | 9,050.2 | |||||
Effect of exchange rate changes on cash and equivalents | (148.6 | ) | (115.8 | ) | |||
Net change in cash and equivalents | 172.9 | (2,214.8 | ) | ||||
Beginning balance of cash and equivalents | 790.8 | 3,005.6 | |||||
Ending balance of cash and equivalents | $ | 963.7 | $ | 790.8 | |||
Supplemental disclosure: | |||||||
Shares redeemed through the distribution of the communications business (26.0 shares held as Treasury shares) | $ | — | $ | 2,291.7 | |||
Distribution of noncash net assets to Fortive Corporation | (1,983.6 | ) | — |
Three Months Ended December 31 | Year Ended December 31 | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Sales: | |||||||||||||||
Life Sciences | $ | 1,454.1 | $ | 1,374.1 | $ | 5,365.9 | $ | 3,314.6 | |||||||
Diagnostics | 1,431.8 | 1,287.5 | 5,038.3 | 4,832.5 | |||||||||||
Dental | 739.3 | 734.6 | 2,785.4 | 2,736.8 | |||||||||||
Environmental & Applied Solutions | 959.1 | 926.8 | 3,692.8 | 3,549.8 | |||||||||||
Total | $ | 4,584.3 | $ | 4,323.0 | $ | 16,882.4 | $ | 14,433.7 | |||||||
Operating Profit: | |||||||||||||||
Life Sciences | $ | 244.8 | $ | 132.6 | $ | 818.9 | $ | 329.2 | |||||||
Diagnostics | 180.1 | 235.9 | 786.4 | 746.2 | |||||||||||
Dental | 113.8 | 116.2 | 419.4 | 370.4 | |||||||||||
Environmental & Applied Solutions | 229.9 | 205.0 | 870.0 | 866.6 | |||||||||||
Other | (40.0 | ) | (38.1 | ) | (143.8 | ) | (150.2 | ) | |||||||
Total | $ | 728.6 | $ | 651.6 | $ | 2,750.9 | $ | 2,162.2 | |||||||
Operating Margins: | |||||||||||||||
Life Sciences | 16.8 | % | 9.7 | % | 15.3 | % | 9.9 | % | |||||||
Diagnostics | 12.6 | % | 18.3 | % | 15.6 | % | 15.4 | % | |||||||
Dental | 15.4 | % | 15.8 | % | 15.1 | % | 13.5 | % | |||||||
Environmental & Applied Solutions | 24.0 | % | 22.1 | % | 23.6 | % | 24.4 | % | |||||||
Total | 15.9 | % | 15.1 | % | 16.3 | % | 15.0 | % |
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