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)) |
Emerging growth company | o | |
ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |
(c) | Exhibits: | |
Exhibit No. | Description | |
99.1 | ||
DANAHER CORPORATION | |||
Date: | January 29, 2018 | By: | /s/ Daniel L. Comas |
Daniel L. Comas | |||
Executive Vice President and Chief Financial Officer | |||

Three-Month Period Ended | Year Ended | |||||||||||||||
December 31, 2017 | December 31, 2016 | December 31, 2017 | December 31, 2016 | |||||||||||||
Diluted Net Earnings Per Share from Continuing Operations (GAAP) | $ | 1.21 | $ | 1.07 | $ | 3.50 | $ | 3.08 | ||||||||
Pretax amortization of acquisition-related intangible assets A | 0.24 | 0.22 | 0.94 | 0.83 | ||||||||||||
Pretax gains on resolution of acquisition-related matters B,C | (0.02 | ) | B | — | (0.02 | ) | B | (0.02 | ) | C | ||||||
Pretax gain on sales of investments D,E | (0.10 | ) | D | — | (0.10 | ) | D | (0.32 | ) | E | ||||||
Pretax restructuring, impairment and other related charges recorded in the second quarter of 2017 F | — | — | 0.11 | — | ||||||||||||
Pretax charge for early extinguishment of borrowings G | — | — | — | 0.26 | ||||||||||||
Pretax acquisition-related transaction costs deemed significant, change in control payments and restructuring costs and fair value adjustments to inventory and deferred revenue H | — | 0.12 | — | 0.12 | ||||||||||||
Tax effect of all adjustments reflected above I | (0.01 | ) | (0.09 | ) | (0.19 | ) | (0.21 | ) | ||||||||
Discrete tax adjustments and other tax-related adjustments J,K | (0.13 | ) | J | (0.27 | ) | K | (0.21 | ) | J | (0.13 | ) | K | ||||
Adjusted Diluted Net Earnings Per Share from Continuing Operations (Non-GAAP) | $ | 1.19 | $ | 1.05 | $ | 4.03 | $ | 3.61 | ||||||||
Three-Month Period Ending March 30, 2018 | Year Ending December 31, 2018 | ||||||||||||||
Low End | High End | Low End | High End | ||||||||||||
Forecasted Diluted Net Earnings Per Share from Continuing Operations (GAAP) | $ | 0.71 | $ | 0.74 | $ | 3.50 | $ | 3.60 | |||||||
Anticipated pretax amortization of acquisition-related intangible assets A | 0.24 | 0.24 | 0.95 | 0.95 | |||||||||||
Tax effect of all adjustments reflected above I | (0.05 | ) | (0.05 | ) | (0.20 | ) | (0.20 | ) | |||||||
Forecasted Adjusted Diluted Net Earnings Per Share from Continuing Operations (Non-GAAP) 1 | $ | 0.90 | $ | 0.93 | $ | 4.25 | $ | 4.35 | |||||||
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, 2017 vs. Comparable 2016 Period | Year Ended December 31, 2017 vs. Comparable 2016 Period | ||||
Total Revenue Growth from Continuing Operations (GAAP) | 11.0 | % | 8.5 | % | |
Less the impact of: | |||||
Acquisitions and other | (2.5 | )% | (4.5 | )% | |
Currency exchange rates | (3.0 | )% | (0.5 | )% | |
Core Revenue Growth from Continuing Operations (Non-GAAP) 2 | 5.5 | % | 3.5 | % | |
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, 2017 | December 31, 2016 | December 31, 2017 | December 31, 2016 | March 30, 2018 | December 31, 2018 | ||||||||||||||||||
Pretax | $ | 167.7 | $ | 156.5 | $ | 660.5 | $ | 583.1 | $ | 170.1 | $ | 679.9 | |||||||||||
After-tax | 132.5 | 123.9 | 523.5 | 449.7 | 134.4 | 537.1 | |||||||||||||||||
B | Net gains on resolution of acquisition-related matters in the Life Sciences and Diagnostics segments ($11 million pretax as presented in this line item, $8 million after-tax) for the three-month period and year ended December 31, 2017. |
C | Gains on resolution of acquisition-related matters ($18 million pretax as presented in this line item, $14 million after-tax) for the year ended December 31, 2016. |
D | Gain on sales of investments in the three-month period and year ended December 31, 2017 ($73 million pretax as presented in this line item, $46 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 | During the year ended December 31, 2017, the Company recorded $76 million of pretax restructuring, impairment and other related charges ($51 million after-tax) primarily related to the Company’s strategic decision to discontinue a molecular diagnostic product line in its Diagnostics segment. As a result, the Company incurred noncash charges for the impairment of certain technology-related intangibles as well as related inventory and plant, property and equipment with no further use totaling $49 million. In addition, the Company incurred cash restructuring costs primarily related to employee severance and related charges totaling $27 million. This is addressed in more detail in the “Statement Regarding Non-GAAP Measures.” |
G | 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. |
H | 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, $14 million after-tax), in each case related to the acquisitions of Cepheid and Phenomenex and incurred in the three-month period and year ended December 31, 2016. The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period. |
I | This line item reflects the aggregate tax effect of all nontax adjustments reflected in the table above. In addition, the footnotes above indicate the after-tax amount of each individual adjustment item. Danaher estimates the tax effect of the adjustment items identified in the reconciliation schedule above by applying Danaher’s overall estimated effective tax rate to the pretax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment. |
($ in millions) | Three-Month Period Ended December 31, 2017 | Year Ended December 31, 2017 | ||||||||
Discrete income tax gains, primarily related to expiration of statute of limitations 1 | $ | 94 | $ | 129 | ||||||
Impact of ASU No. 2016-09, Compensation—Stock Compensation 2 | — | 16 | ||||||||
Remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act of 2017 3 | 1,219 | 1,219 | ||||||||
Transition tax on deemed repatriation of foreign earnings as a result of the Tax Cuts and Jobs Act of 2017 4 | (1,218 | ) | (1,218 | ) | ||||||
$ | 95 | $ | 146 | |||||||
K | Discrete income tax gains net of discrete income tax charges incurred in the three-month period ended December 31, 2016 ($190 million). Discrete income tax gains net of discrete income tax charges and Fortive separation-related tax costs related to repatriation of earnings and legal entity realignments incurred in the year ended December 31, 2016 ($91 million). |
• | with respect to Adjusted Diluted Net EPS, understand the long-term profitability trends of our business and compare our profitability to prior and future periods and to our peers; and |
• | with respect to core revenue, identify underlying growth trends in our business and compare our revenue performance with prior and future periods and to our peers. |
• | With respect to Adjusted Diluted Net EPS: |
◦ | We exclude the amortization of acquisition-related intangible assets because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. While we have a history of significant acquisition activity, we do not acquire businesses on a predictable cycle, and the amount of an acquisition’s purchase price allocated to intangible assets and related amortization term are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of this amortization expense facilitates more consistent comparisons of operating results over time between our newly acquired and long-held businesses, and with both acquisitive and non-acquisitive peer companies. We believe however that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. |
◦ | We exclude costs incurred pursuant to discrete restructuring plans that are fundamentally different (in terms of the size, strategic nature and planning requirements, as well as the inconsistent frequency, of such plans) from the ongoing productivity improvements that result from application of the Danaher Business System. Because these restructuring plans are incremental to the core activities that arise in the ordinary course of our business and we believe are not indicative of Danaher’s ongoing operating costs in a given period, we exclude these costs from the calculation of Adjusted Diluted Net EPS to facilitate a more consistent comparison of operating results over time. |
◦ | With respect to the other items excluded from Adjusted Diluted Net EPS, we exclude these items because they are of a nature and/or size that 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; we believe that such items may obscure underlying business trends and make comparisons of long-term performance difficult. |
• | With respect to core revenue, (1) we exclude the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends, and (2) we exclude the effect of acquisitions and divested product lines because the timing, size, number and nature of such transactions can vary significantly 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. |
As of December 31 | |||||||
2017 | 2016 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and equivalents | $ | 630.3 | $ | 963.7 | |||
Trade accounts receivable, less allowance for doubtful accounts of $116.1 and $102.4, respectively | 3,521.8 | 3,186.1 | |||||
Inventories | 1,840.8 | 1,709.4 | |||||
Prepaid expenses and other current assets | 857.1 | 805.9 | |||||
Total current assets | 6,850.0 | 6,665.1 | |||||
Property, plant and equipment, net | 2,454.6 | 2,354.0 | |||||
Other assets | 538.3 | 631.3 | |||||
Goodwill | 25,138.6 | 23,826.9 | |||||
Other intangible assets, net | 11,667.1 | 11,818.0 | |||||
Total assets | $ | 46,648.6 | $ | 45,295.3 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Notes payable and current portion of long-term debt | $ | 194.7 | $ | 2,594.8 | |||
Trade accounts payable | 1,509.9 | 1,485.0 | |||||
Accrued expenses and other liabilities | 3,087.7 | 2,794.2 | |||||
Total current liabilities | 4,792.3 | 6,874.0 | |||||
Other long-term liabilities | 5,161.1 | 5,670.3 | |||||
Long-term debt | 10,327.4 | 9,674.2 | |||||
Stockholders’ equity: | |||||||
Common stock - $0.01 par value, 2.0 billion shares authorized; 812.5 and 807.7 issued; 696.6 and 692.2 outstanding, respectively | 8.1 | 8.1 | |||||
Additional paid-in capital | 5,538.2 | 5,312.9 | |||||
Retained earnings | 22,806.1 | 20,703.5 | |||||
Accumulated other comprehensive income (loss) | (1,994.2 | ) | (3,021.7 | ) | |||
Total Danaher stockholders’ equity | 26,358.2 | 23,002.8 | |||||
Noncontrolling interests | 9.6 | 74.0 | |||||
Total stockholders’ equity | 26,367.8 | 23,076.8 | |||||
Total liabilities and stockholders’ equity | $ | 46,648.6 | $ | 45,295.3 | |||
Three-Month Period Ended December 31 | Year Ended December 31 | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Sales | $ | 5,085.7 | $ | 4,584.3 | $ | 18,329.7 | $ | 16,882.4 | ||||||||
Cost of sales | (2,246.6 | ) | (2,084.3 | ) | (8,137.2 | ) | (7,547.8 | ) | ||||||||
Gross profit | 2,839.1 | 2,500.0 | 10,192.5 | 9,334.6 | ||||||||||||
Operating costs: | ||||||||||||||||
Selling, general and administrative expenses | (1,594.1 | ) | (1,503.4 | ) | (6,042.5 | ) | (5,608.6 | ) | ||||||||
Research and development expenses | (298.9 | ) | (268.0 | ) | (1,128.8 | ) | (975.1 | ) | ||||||||
Operating profit | 946.1 | 728.6 | 3,021.2 | 2,750.9 | ||||||||||||
Nonoperating income (expense): | ||||||||||||||||
Other income | 72.8 | — | 72.8 | 223.4 | ||||||||||||
Loss on early extinguishment of borrowings | — | — | — | (178.8 | ) | |||||||||||
Interest expense | (41.8 | ) | (32.3 | ) | (162.7 | ) | (184.4 | ) | ||||||||
Interest income | 1.9 | 0.1 | 7.5 | 0.2 | ||||||||||||
Earnings from continuing operations before income taxes | 979.0 | 696.4 | 2,938.8 | 2,611.3 | ||||||||||||
Income taxes | (122.4 | ) | 50.6 | (469.0 | ) | (457.9 | ) | |||||||||
Net earnings from continuing operations | 856.6 | 747.0 | 2,469.8 | 2,153.4 | ||||||||||||
Earnings from discontinued operations, net of income taxes | — | — | 22.3 | 400.3 | ||||||||||||
Net earnings | $ | 856.6 | $ | 747.0 | $ | 2,492.1 | $ | 2,553.7 | ||||||||
Net earnings per share from continuing operations: | ||||||||||||||||
Basic | $ | 1.23 | $ | 1.08 | $ | 3.55 | $ | 3.12 | ||||||||
Diluted | $ | 1.21 | $ | 1.07 | $ | 3.50 | $ | 3.08 | ||||||||
Net earnings per share from discontinued operations: | ||||||||||||||||
Basic | $ | — | $ | — | $ | 0.03 | $ | 0.58 | ||||||||
Diluted | $ | — | $ | — | $ | 0.03 | $ | 0.57 | ||||||||
Net earnings per share: | ||||||||||||||||
Basic | $ | 1.23 | $ | 1.08 | $ | 3.58 | $ | 3.69 | * | |||||||
Diluted | $ | 1.21 | $ | 1.07 | $ | 3.53 | $ | 3.65 | ||||||||
Average common stock and common equivalent shares outstanding: | ||||||||||||||||
Basic | 697.2 | 693.0 | 695.8 | 691.2 | ||||||||||||
Diluted | 707.6 | 701.9 | 706.1 | 699.8 | ||||||||||||
* | Net earnings per share amount does not add due to rounding. |
Year Ended December 31 | |||||||
2017 | 2016 | ||||||
Cash flows from operating activities: | |||||||
Net earnings | $ | 2,492.1 | $ | 2,553.7 | |||
Less: earnings from discontinued operations, net of income taxes | 22.3 | 400.3 | |||||
Net earnings from continuing operations | 2,469.8 | 2,153.4 | |||||
Noncash items: | |||||||
Depreciation | 577.8 | 545.0 | |||||
Amortization | 660.5 | 583.1 | |||||
Stock-based compensation expense | 139.4 | 129.8 | |||||
Restructuring and impairment charges | 56.1 | 12.0 | |||||
Pretax loss on early extinguishment of borrowings | — | 178.8 | |||||
Pretax gain on sales of investments | (72.8 | ) | (223.4 | ) | |||
Change in deferred income taxes | (426.9 | ) | (383.9 | ) | |||
Change in trade accounts receivable, net | (161.4 | ) | (183.1 | ) | |||
Change in inventories | (27.4 | ) | 9.4 | ||||
Change in trade accounts payable | (54.4 | ) | 78.1 | ||||
Change in prepaid expenses and other assets | 4.4 | (62.4 | ) | ||||
Change in accrued expenses and other liabilities | 312.7 | 250.7 | |||||
Total operating cash provided by continuing operations | 3,477.8 | 3,087.5 | |||||
Total operating cash provided by discontinued operations | — | 434.3 | |||||
Net cash provided by operating activities | 3,477.8 | 3,521.8 | |||||
Cash flows from investing activities: | |||||||
Cash paid for acquisitions | (385.8 | ) | (4,880.1 | ) | |||
Payments for additions to property, plant and equipment | (619.6 | ) | (589.6 | ) | |||
Proceeds from sales of property, plant and equipment | 32.6 | 9.8 | |||||
Proceeds from sales of investments | 137.9 | 264.8 | |||||
All other investing activities | (8.5 | ) | 21.9 | ||||
Total investing cash used in continuing operations | (843.4 | ) | (5,173.2 | ) | |||
Total investing cash used in discontinued operations | — | (69.8 | ) | ||||
Net cash used in investing activities | (843.4 | ) | (5,243.0 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from the issuance of common stock | 68.8 | 164.5 | |||||
Payment of dividends | (378.3 | ) | (399.8 | ) | |||
Payment for purchase of noncontrolling interest | (64.4 | ) | — | ||||
Make-whole premiums to redeem borrowings prior to maturity | — | (188.1 | ) | ||||
Net (repayments of) proceeds from borrowings (maturities of 90 days or less) | (3,778.5 | ) | 2,218.1 | ||||
Proceeds from borrowings (maturities longer than 90 days) | 1,782.1 | 3,240.9 | |||||
Repayments of borrowings (maturities longer than 90 days) | (668.4 | ) | (2,480.6 | ) | |||
All other financing activities | (59.8 | ) | (27.0 | ) | |||
Total financing cash provided by (used in) continuing operations | (3,098.5 | ) | 2,528.0 | ||||
Cash distributions to Fortive Corporation, net | — | (485.3 | ) | ||||
Net cash provided by (used in) financing activities | (3,098.5 | ) | 2,042.7 | ||||
Effect of exchange rate changes on cash and equivalents | 130.7 | (148.6 | ) | ||||
Net change in cash and equivalents | (333.4 | ) | 172.9 | ||||
Beginning balance of cash and equivalents | 963.7 | 790.8 | |||||
Ending balance of cash and equivalents | $ | 630.3 | $ | 963.7 | |||
Supplemental disclosure: | |||||||
Distribution of noncash net assets to Fortive Corporation | — | (1,983.6 | ) | ||||
Three-Month Period Ended December 31 | Year Ended December 31 | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Sales: | |||||||||||||||
Life Sciences | $ | 1,625.1 | $ | 1,454.1 | $ | 5,710.1 | $ | 5,365.9 | |||||||
Diagnostics | 1,623.9 | 1,431.8 | 5,839.9 | 5,038.3 | |||||||||||
Dental | 758.8 | 739.3 | 2,810.9 | 2,785.4 | |||||||||||
Environmental & Applied Solutions | 1,077.9 | 959.1 | 3,968.8 | 3,692.8 | |||||||||||
Total | $ | 5,085.7 | $ | 4,584.3 | $ | 18,329.7 | $ | 16,882.4 | |||||||
Operating Profit: | |||||||||||||||
Life Sciences | $ | 324.3 | $ | 244.8 | $ | 1,004.3 | $ | 818.9 | |||||||
Diagnostics | 316.7 | 180.1 | 871.6 | 786.4 | |||||||||||
Dental | 99.3 | 113.8 | 400.7 | 419.4 | |||||||||||
Environmental & Applied Solutions | 248.6 | 229.9 | 914.6 | 870.0 | |||||||||||
Other | (42.8 | ) | (40.0 | ) | (170.0 | ) | (143.8 | ) | |||||||
Total | $ | 946.1 | $ | 728.6 | $ | 3,021.2 | $ | 2,750.9 | |||||||
Operating Margins: | |||||||||||||||
Life Sciences | 20.0 | % | 16.8 | % | 17.6 | % | 15.3 | % | |||||||
Diagnostics | 19.5 | % | 12.6 | % | 14.9 | % | 15.6 | % | |||||||
Dental | 13.1 | % | 15.4 | % | 14.3 | % | 15.1 | % | |||||||
Environmental & Applied Solutions | 23.1 | % | 24.0 | % | 23.0 | % | 23.6 | % | |||||||
Total | 18.6 | % | 15.9 | % | 16.5 | % | 16.3 | % | |||||||
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