UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ________________________________________________________

FORM 10-Q

 ________________________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-08089

DANAHER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		59-1995548
(State of Incorporation)		(I.R.S. Employer Identification Number)
2200 Pennsylvania Avenue, N.W., Suite 800W		20037-1701
Washington,	DC
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 202-828-0850

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	DHR	New York Stock Exchange
5.00% Mandatory Convertible Preferred Stock, Series B, without par value	DHR.PRB	New York Stock Exchange
1.700% Senior Notes due 2024	DHR 24	New York Stock Exchange
0.200% Senior Notes due 2026	DHR/26	New York Stock Exchange
2.100% Senior Notes due 2026	DHR 26	New York Stock Exchange
1.200% Senior Notes due 2027	DHR/27	New York Stock Exchange
0.450% Senior Notes due 2028	DHR/28	New York Stock Exchange
2.500% Senior Notes due 2030	DHR 30	New York Stock Exchange
0.750% Senior Notes due 2031	DHR/31	New York Stock Exchange
1.350% Senior Notes due 2039	DHR/39	New York Stock Exchange
1.800% Senior Notes due 2049	DHR/49	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ☐    No  ☒

The number of shares of common stock outstanding at October 14, 2022 was 727,962,702.

DANAHER CORPORATION

INDEX

FORM 10-Q

		Page
PART I -	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Earnings	2
	Consolidated Condensed Statements of Comprehensive Income	3
	Consolidated Condensed Statements of Stockholders’ Equity	4
	Consolidated Condensed Statements of Cash Flows	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II -	OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
	Signatures	48

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amount)

(unaudited)

	September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and equivalents	$	5,150	$	2,586
Trade accounts receivable, less allowance for doubtful accounts of $117 and $124, respectively	4,409		4,631
Inventories:
Finished goods	1,578		1,343
Work in process	519		473
Raw materials	1,139		951
Total inventories	3,236		2,767
Prepaid expenses and other current assets	1,455		1,664
Total current assets	14,250		11,648
Property, plant and equipment, net of accumulated depreciation of $3,627 and $3,465, respectively	3,719		3,790
Other long-term assets	4,846		3,719
Goodwill	38,251		41,184
Other intangible assets, net	19,964		22,843
Total assets	$	81,030	$	83,184
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt	$	705	$	8
Trade accounts payable	2,191		2,569
Accrued expenses and other liabilities	5,106		5,563
Total current liabilities	8,002		8,140
Other long-term liabilities	7,493		7,699
Long-term debt	18,542		22,168
Stockholders’ equity:
Preferred stock, no par value, 15.0 million shares authorized; no shares and 1.65 million shares of 4.75% Mandatory Convertible Preferred Stock, Series A, issued and outstanding as of September 30, 2022 and December 31, 2021, respectively; 1.72 million shares of 5.00% Mandatory Convertible Preferred Stock, Series B, issued and outstanding as of September 30, 2022 and December 31, 2021	1,668		3,268
Common stock - $0.01 par value, 2.0 billion shares authorized; 868.9 million issued and 727.9 million outstanding as of September 30, 2022; 855.7 million issued and 715.0 million outstanding as of December 31, 2021	9		9
Additional paid-in capital	11,985		10,090
Retained earnings	37,177		32,827
Accumulated other comprehensive income (loss)	(3,854)		(1,027)
Total Danaher stockholders’ equity	46,985		45,167
Noncontrolling interests	8		10
Total stockholders’ equity	46,993		45,177
Total liabilities and stockholders’ equity	$	81,030	$	83,184

See the accompanying Notes to the Consolidated Condensed Financial Statements.

1

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

($ and shares in millions, except per share amounts)

(unaudited)

	Three-Month Period Ended				Nine-Month Period Ended
	September 30, 2022		October 1, 2021		September 30, 2022			October 1, 2021
Sales	$	7,663	$	7,229	$	23,102		$	21,305
Cost of sales	(3,079)		(2,870)		(9,092)			(8,296)
Gross profit	4,584		4,359		14,010			13,009
Operating costs:
Selling, general and administrative expenses	(2,149)		(2,062)		(6,326)			(5,904)
Research and development expenses	(420)		(441)		(1,292)			(1,247)
Other operating expenses	—		(547)		—			(547)
Operating profit	2,015		1,309		6,392			5,311
Nonoperating income (expense):
Other income (expense), net	(51)		137		(158)			374
Interest expense	(42)		(62)		(147)			(182)
Interest income	9		3		12			10
Earnings from continuing operations before income taxes	1,931		1,387		6,099			5,513
Income taxes	(359)		(229)		(1,122)			(954)
Net earnings from continuing operations	1,572		1,158		4,977			4,559
Earnings from discontinued operations, net of income taxes	—		—		—			86
Net earnings	1,572		1,158		4,977			4,645
Mandatory convertible preferred stock dividends	(21)		(41)		(84)			(123)
Net earnings attributable to common stockholders	$	1,551	$	1,117	$	4,893		$	4,522
Net earnings per common share from continuing operations:
Basic	$	2.13	$	1.56	$	6.76		$	6.21
Diluted	$	2.10	$	1.54	$	6.67	(a)	$	6.10	(a)
Net earnings per common share from discontinued operations:
Basic	$	—	$	—	$	—		$	0.12
Diluted	$	—	$	—	$	—		$	0.12
Net earnings per common share:
Basic	$	2.13	$	1.56	$	6.76		$	6.33
Diluted	$	2.10	$	1.54	$	6.67	(a)	$	6.22	(a)
Average common stock and common equivalent shares outstanding:
Basic	728.5		715.1		723.8			714.3
Diluted	737.4		727.0		737.0			736.4

(a) Net earnings per common share amounts for the relevant three-month periods do not add to the nine-month period amount due to rounding.

See the accompanying Notes to the Consolidated Condensed Financial Statements.

2

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)

	Three-Month Period Ended				Nine-Month Period Ended
	September 30, 2022		October 1, 2021		September 30, 2022		October 1, 2021
Net earnings	$	1,572	$	1,158	$	4,977	$	4,645
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(1,039)		(396)		(2,824)		(910)
Pension and postretirement plan benefit adjustments	7		12		28		33
Cash flow hedge adjustments	(77)		(2)		(31)		184
Total other comprehensive income (loss), net of income taxes	(1,109)		(386)		(2,827)		(693)
Comprehensive income	$	463	$	772	$	2,150	$	3,952

See the accompanying Notes to the Consolidated Condensed Financial Statements.

3

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ in millions)

(unaudited)

	Three-Month Period Ended				Nine-Month Period Ended
	September 30, 2022		October 1, 2021		September 30, 2022		October 1, 2021
Preferred stock:
Balance, beginning of period	$	1,668	$	3,268	$	3,268	$	3,268
Conversion of Mandatory Convertible Preferred Stock to common stock	—		—		(1,600)		—
Balance, end of period	$	1,668	$	3,268	$	1,668	$	3,268
Common stock:
Balance, beginning and end of period	$	9	$	9	$	9	$	9
Additional paid-in capital:
Balance, beginning of period	$	11,854	$	9,890	$	10,090	$	9,698
Common stock-based award	131		91		309		249
Common stock issued in connection with Mandatory Convertible Preferred Stock conversions	—		—		1,600		—
Common stock issued in connection with acquisitions	—		23		—		23
Common stock issued in connection with LYONs’ conversions, including tax benefit of $10 for the nine-month period ended October 1, 2021	—		—		—		34
Change in noncontrolling interests	—		—		(14)		—
Balance, end of period	$	11,985	$	10,004	$	11,985	$	10,004
Retained earnings:
Balance, beginning of period	$	35,808	$	30,264	$	32,827	$	27,159
Net earnings	1,572		1,158		4,977		4,645
Common stock dividends declared	(182)		(150)		(543)		(450)
Mandatory Convertible Preferred Stock dividends declared	(21)		(41)		(84)		(123)
Balance, end of period	$	37,177	$	31,231	$	37,177	$	31,231
Accumulated other comprehensive income (loss):
Balance, beginning of period	$	(2,745)	$	(675)	$	(1,027)	$	(368)
Other comprehensive income (loss)	(1,109)		(386)		(2,827)		(693)
Balance, end of period	$	(3,854)	$	(1,061)	$	(3,854)	$	(1,061)
Noncontrolling interests:
Balance, beginning of period	$	7	$	10	$	10	$	11
Change in noncontrolling interests	1		—		(2)		(1)
Balance, end of period	$	8	$	10	$	8	$	10
Total stockholders’ equity, end of period	$	46,993	$	43,461	$	46,993	$	43,461

See the accompanying Notes to the Consolidated Condensed Financial Statements.

4

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)

	Nine-Month Period Ended
	September 30, 2022		October 1, 2021
Cash flows from operating activities:
Net earnings	$	4,977	$	4,645
Less: earnings from discontinued operations, net of income taxes	—		86
Net earnings from continuing operations	4,977		4,559
Noncash items:
Depreciation	537		525
Amortization of intangible assets	1,120		1,056
Amortization of acquisition-related inventory fair value step-up	—		46
Stock-based compensation expense	270		159
Contract settlement expense	—		542
Pretax gain on sale of product lines and investment (gains) losses	186		(343)
Change in trade accounts receivable, net	(134)		(152)
Change in inventories	(729)		(438)
Change in trade accounts payable	(180)		100
Change in prepaid expenses and other assets	(104)		102
Change in accrued expenses and other liabilities	35		(131)
Net cash provided by operating activities from continuing operations	5,978		6,025
Cash flows from investing activities:
Cash paid for acquisitions	(304)		(10,628)
Payments for additions to property, plant and equipment	(823)		(874)
Proceeds from sales of property, plant and equipment	9		13
Payments for purchases of investments	(354)		(784)
Proceeds from sales of investments	18		104
Proceeds from sale of product lines	—		26
All other investing activities	36		35
Total cash used in investing activities for continuing operations	(1,418)		(12,108)
Cash flows from financing activities:
Proceeds from the issuance of common stock in connection with stock-based compensation, net	15		63
Payment of dividends	(615)		(551)
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)	(719)		3,496
Net repayments of borrowings (maturities longer than 90 days)	(265)		(279)
All other financing activities	(80)		(12)
Total cash (used in) provided by financing activities for continuing operations	(1,664)		2,717
Effect of exchange rate changes on cash and equivalents	(332)		(117)
Net change in cash and equivalents	2,564		(3,483)
Beginning balance of cash and equivalents	2,586		6,035
Ending balance of cash and equivalents	$	5,150	$	2,552
Supplemental disclosures:
Cash interest payments	$	250	$	279
Cash income tax payments	1,094		1,086

See the accompanying Notes to the Consolidated Condensed Financial Statements.

5

DANAHER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. GENERAL

The Consolidated Condensed Financial Statements included herein have been prepared by Danaher Corporation (“Danaher” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In this quarterly report, the terms “Danaher” or the “Company” refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries, or the consolidated subsidiaries of Danaher Corporation, as the context requires. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The Consolidated Condensed Financial Statements included herein should be read in conjunction with the financial statements as of and for the year ended December 31, 2021 and the Notes thereto included in the Company’s 2021 Annual Report on Form 10-K filed on February 23, 2022 (the “2021 Annual Report”).

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of September 30, 2022 and December 31, 2021, its results of operations for the three and nine-month periods ended September 30, 2022 and October 1, 2021 and its cash flows for each of the nine-month periods then ended.

There have been no changes to the Company’s significant accounting policies described in the Company’s 2021 Annual Report that have a material impact on the Company’s Consolidated Condensed Financial Statements and the related Notes. Reclassifications of certain prior year amounts have been made to conform to the current year presentation.

Accounting Standards Recently Adopted—In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, the ASU requires entities to use the “if-converted” method when calculating diluted earnings per common share for convertible instruments. On January 1, 2022, the Company adopted the ASU and the ASU did not have a significant impact on the Company’s financial statements.

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), which requires annual disclosures of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. For the Company, these disclosures will initially be required for the Company’s financial statements for the year ending December 31, 2022. These required annual disclosures include information on the nature of transactions and related accounting policies used to account for transactions, detail of the line items on the balance sheet and income statement affected by these transactions, including amounts applicable to each line, and significant terms and conditions of the transactions including commitments and contingencies. On January 1, 2022, the Company adopted the ASU. The Company is in the process of assessing the impact of this ASU and drafting the annual disclosures.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The ASU clarifies the guidance in ASC 820, Fair Value Measurement, related to the measurement of the fair value of an equity security subject to contractual sale restrictions and introduces disclosure requirements related to such equity securities. The Company early adopted the ASU effective July 1, 2022. The impact of the adoption of the ASU was not significant.

Operating Leases—As of September 30, 2022 and December 31, 2021, operating lease right-of-use assets where the Company was the lessee were $965 million and approximately $1.0 billion, respectively, and are included within other long-term assets in the accompanying Consolidated Condensed Balance Sheets.  The associated operating lease liabilities were approximately $1.0 billion and $1.1 billion as of September 30, 2022 and December 31, 2021, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities.

6

NOTE 2. ACQUISITIONS

For a description of the Company’s acquisition activity for the year ended December 31, 2021, reference is made to the financial statements as of and for the year ended December 31, 2021 and Note 2 thereto included in the Company’s 2021 Annual Report.

The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses exceed the fair value of acquired identifiable net assets due to a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with its 2021 and 2022 acquisitions (for those acquisitions with open measurement periods) and is also in the process of obtaining valuations of certain acquisition-related assets and liabilities in connection with these acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

During the nine-month period ended September 30, 2022, the Company acquired five businesses for total consideration of $304 million in cash, net of cash acquired. The businesses acquired complement existing units of the Company’s Life Science and Environmental & Applied Solutions segments. The aggregate annual sales of the five businesses acquired in 2022 at the time of acquisition, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were $53 million.

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the nine-month period ended September 30, 2022 ($ in millions):

Trade accounts receivable	$	5
Inventories	3
Property, plant and equipment	3
Goodwill	197
Other intangible assets, primarily technology and customer relationships	111
Deferred tax liabilities	(9)
Other assets and liabilities, net	(6)
Net cash consideration	$	304

On August 30, 2021, the Company acquired Aldevron, L.L.C. (“Aldevron”) for a cash purchase price of approximately $9.6 billion (the “Aldevron Acquisition”). Aldevron manufactures high-quality plasmid DNA, mRNA and proteins, serving biotechnology and pharmaceutical customers across research, clinical and commercial applications, and is included in the Company’s Life Sciences segment results beginning in the third quarter of 2021. The acquisition has provided and is expected

7

to provide additional sales and earnings opportunities for the Company’s Life Sciences segment by expanding the business’ product line diversity, including new product offerings supporting genomic medicine.

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2021 and 2022 acquisitions as if they had occurred as of January 1, 2021, including the results from operations for the acquired business as well as the impact of assumed financing of the transaction and the impact of the purchase price allocation (including the amortization of acquired intangible assets). The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions, except per share amounts):

	Three-Month Period Ended				Nine-Month Period Ended
	September 30, 2022		October 1, 2021		September 30, 2022		October 1, 2021
Sales	$	7,670	$	7,306	$	23,133	$	21,615
Net earnings from continuing operations	1,572		1,158		4,976		4,420
Diluted net earnings per common share from continuing operations (a)	2.10		1.54		6.66		5.92

(a) Diluted net earnings per common share from continuing operations is calculated by deducting the Mandatory Convertible Preferred Stock (“MCPS”) dividends from net earnings from continuing operations for the anti-dilutive MCPS shares (refer to Note 4 for additional information).

NOTE 3. DISCONTINUED OPERATIONS AND PROPOSED ENVIRONMENTAL & APPLIED SOLUTIONS SEPARATION

Fortive Corporation Separation

On July 2, 2016, the Company completed the separation of its former Test & Measurement segment, Industrial Technologies segment (excluding the product identification businesses) and retail/commercial petroleum business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Fortive Corporation (“Fortive”), the entity the Company incorporated to hold such businesses. For the nine-month period ended October 1, 2021, the Company recorded an income tax benefit of $86 million related to the release of previously provided reserves associated with uncertain tax positions on certain of the Company’s tax returns which were jointly filed with Fortive entities. These reserves were released due to the expiration of statutes of limitations for those returns. This income tax benefit is included in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Condensed Statements of Earnings.

Environmental & Applied Solutions Separation

In September 2022, the Company announced its intention to separate its Environmental & Applied Solutions business into a publicly traded company. The Environmental & Applied Solutions business had sales for the year ended December 31, 2021 of approximately $4.7 billion. The transaction is expected to be tax-free to the Company’s shareholders. The Company is targeting to complete the separation of the Environmental & Applied Solutions business in the fourth quarter of 2023, subject to the satisfaction of certain conditions, including obtaining final approval from the Danaher Board of Directors, satisfactory completion of financing, receipt of tax opinions, receipt of favorable rulings from the Internal Revenue Service (“IRS”) and receipt of other regulatory approvals. Until the completion of the separation, the Environmental & Applied Solutions business will be reported as continuing operations.

NOTE 4. NET EARNINGS PER COMMON SHARE

Basic net earnings per common share from continuing operations (“EPS”) is calculated by taking net earnings from continuing operations less the MCPS dividends divided by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS from continuing operations is computed by taking net earnings from continuing operations less the MCPS dividends divided by the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares. For the three-month period ended September 30, 2022, approximately 538 thousand options to purchase shares were excluded from the diluted EPS from continuing operations calculation and for the nine-month periods ended September 30, 2022 and October 1, 2021, approximately 1.1 million and 88 thousand options, respectively, to purchase shares were excluded from the diluted EPS from continuing operations calculation, as the impact of their inclusion would have been anti-dilutive. No options to purchase shares were excluded from the diluted net EPS calculation for the three-month period ended October 1, 2021. Basic and diluted EPS are computed independently for each quarter and year-to-date period, and each period involves the use of different

8

weighted-average share count figures. As a result, and after factoring the effect of rounding to the nearest cent per share, the sum of prior quarterly EPS figures may not equal year-to-date EPS.

On April 15, 2022, all outstanding shares of the MCPS Series A converted into 11.0 million shares of the Company’s common stock. There were no MCPS Series A dividends declared in the second quarter of 2022 prior to their conversion and the MCPS Series A were dilutive for all periods prior to the conversion. Refer to Note 16 for additional information about the MCPS Series A conversion. The impact of the MCPS Series A calculated under the if-converted method was dilutive for the nine-month periods ended September 30, 2022 and October 1, 2021, and as such 4.0 million shares and 11.0 million shares, respectively, underlying the MCPS Series A were included in the calculation of diluted EPS. The related MCPS Series A dividends of $20 million and $59 million for the nine-month periods ended September 30, 2022 and October 1, 2021, respectively, were excluded from the calculation of net earnings for diluted EPS. The impact of the MCPS Series A calculated under the if-converted method was anti-dilutive for the three-month period ended October 1, 2021, and as such 11.0 million shares underlying the MCPS Series A were excluded from the calculation of diluted EPS for the three-month period and the related MCPS Series A dividends of $19 million were included in the calculation of net earnings for diluted EPS for the period.

The impact of the MCPS Series B calculated under the if-converted method was anti-dilutive for both the three and nine-month periods ended September 30, 2022 and October 1, 2021, and as such 8.6 million shares, for both the three and nine-month periods underlying the MCPS Series B were excluded from the calculation of diluted EPS and the related MCPS Series B dividends of $21 million and $22 million for the three-month periods, respectively, and $64 million for both nine-month periods were included in the calculation of net earnings for diluted EPS.

Information related to the calculation of net earnings per common share from continuing operations is summarized as follows ($ and shares in millions, except per share amounts):

	Three-Month Period Ended				Nine-Month Period Ended
	September 30, 2022		October 1, 2021		September 30, 2022		October 1, 2021
Numerator:
Net earnings from continuing operations	$	1,572	$	1,158	$	4,977	$	4,559
MCPS dividends	(21)		(41)		(84)		(123)
Net earnings from continuing operations attributable to common stockholders for Basic EPS	1,551		1,117		4,893		4,436
Adjustment for MCPS dividends for dilutive MCPS	—		—		20		59
Net earnings from continuing operations attributable to common stockholders after assumed conversions for Diluted EPS	$	1,551	$	1,117	$	4,913	$	4,495
Denominator:
Weighted average common shares outstanding used in Basic EPS	728.5		715.1		723.8		714.3
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs	8.9		11.9		9.2		11.0
Assumed conversion of the convertible debentures	—		—		—		0.1
Weighted average MCPS converted shares	—		—		4.0		11.0
Weighted average common shares outstanding used in Diluted EPS	737.4		727.0		737.0		736.4
Basic EPS from continuing operations	$	2.13	$	1.56	$	6.76	$	6.21
Diluted EPS from continuing operations	$	2.10	$	1.54	$	6.67	$	6.10

9

NOTE 5. REVENUE

The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three and nine-month periods ended September 30, 2022 and October 1, 2021 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenue.

	Life Sciences		Diagnostics		Environmental & Applied Solutions		Total
For the Three-Month Period Ended September 30, 2022:
Geographical region:
North America (a)	$	1,508	$	1,397	$	575	$	3,480
Western Europe	913		388		240		1,541
Other developed markets	189		122		28		339
High-growth markets (b)	1,166		772		365		2,303
Total	$	3,776	$	2,679	$	1,208	$	7,663
Revenue type:
Recurring	$	2,700	$	2,396	$	729	$	5,825
Nonrecurring	1,076		283		479		1,838
Total	$	3,776	$	2,679	$	1,208	$	7,663
For the Three-Month Period Ended October 1, 2021:
Geographical region:
North America (a)	$	1,291	$	1,083	$	512	$	2,886
Western Europe	989		424		256		1,669
Other developed markets	202		126		28		356
High-growth markets (b)	1,150		816		352		2,318
Total	$	3,632	$	2,449	$	1,148	$	7,229
Revenue type:
Recurring	$	2,591	$	2,150	$	678	$	5,419
Nonrecurring	1,041		299		470		1,810
Total	$	3,632	$	2,449	$	1,148	$	7,229

10

	Life Sciences		Diagnostics		Environmental & Applied Solutions		Total
For the Nine-Month Period Ended September 30, 2022:
Geographical region:
North America (a)	$	4,604	$	3,938	$	1,674	$	10,216
Western Europe	2,920		1,365		775		5,060
Other developed markets	610		361		92		1,063
High-growth markets (b)	3,491		2,220		1,052		6,763
Total	$	11,625	$	7,884	$	3,593	$	23,102
Revenue type:
Recurring	$	8,410	$	7,067	$	2,138	$	17,615
Nonrecurring	3,215		817		1,455		5,487
Total	$	11,625	$	7,884	$	3,593	$	23,102
For the Nine-Month Period Ended October 1, 2021:
Geographical region:
North America (a)	$	3,903	$	3,025	$	1,501	$	8,429
Western Europe	3,011		1,282		810		5,103
Other developed markets	636		355		87		1,078
High-growth markets (b)	3,362		2,301		1,032		6,695
Total	$	10,912	$	6,963	$	3,430	$