DANAHER CORP /DE/ [DHR] Filings

10-Q 1 dhr-20220401.htm 10-Q dhr-20220401

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 April 1, 2022


☐			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
4.75% Mandatory Convertible Preferred Stock, Series A, without par value	DHR.PRA	New York Stock Exchange
5.00% Mandatory Convertible Preferred Stock, Series B, without par value	DHR.PRB	New York Stock Exchange
Floating Rate Senior Notes due 2022	DHR/22A	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 April 19, 2022 was 727,076,766.

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	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 5.	Other Information	37

Item 6.	Exhibits	39

	Signatures	40

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amount)

(unaudited)


	April 1, 2022		December 31, 2021
ASSETS
Current assets:
Cash and equivalents	$	3,717	$	2,586
Trade accounts receivable, less allowance for doubtful accounts of $130 and $124, respectively	4,407		4,631
Inventories:
Finished goods	1,493		1,343
Work in process	530		473
Raw materials	1,049		951
Total inventories	3,072		2,767
Prepaid expenses and other current assets	1,474		1,664
Total current assets	12,670		11,648
Property, plant and equipment, net of accumulated depreciation of $3,517 and $3,465, respectively	3,815		3,790
Other long-term assets	4,098		3,719
Goodwill	40,663		41,184
Other intangible assets, net	22,146		22,843
Total assets	$	83,392	$	83,184
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt	$	10	$	8
Trade accounts payable	2,357		2,569
Accrued expenses and other liabilities	5,180		5,563
Total current liabilities	7,547		8,140
Other long-term liabilities	7,715		7,699
Long-term debt	21,768		22,168
Stockholders’ equity:
Preferred stock, no 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 April 1, 2022 and December 31, 2021; 1.72 million shares of 5.00% Mandatory Convertible Preferred Stock, Series B, issued and outstanding as of April 1, 2022 and December 31, 2021	3,268		3,268
Common stock - $0.01 par value, 2.0 billion shares authorized; 857.0 million issued and 716.0 million outstanding as of April 1, 2022; 855.7 million issued and 715.0 million outstanding as of December 31, 2021	9		9
Additional paid-in capital	10,123		10,090
Retained earnings	34,332		32,827
Accumulated other comprehensive income (loss)	(1,376)		(1,027)
Total Danaher stockholders’ equity	46,356		45,167
Noncontrolling interests	6		10
Total stockholders’ equity	46,362		45,177
Total liabilities and stockholders’ equity	$	83,392	$	83,184

See the accompanying Notes to the Consolidated Condensed Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

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

(unaudited)


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Sales	$	7,688	$	6,858
Cost of sales	(2,983)		(2,605)
Gross profit	4,705		4,253
Operating costs:
Selling, general and administrative expenses	(2,092)		(1,876)
Research and development expenses	(441)		(380)

Operating profit	2,172		1,997
Nonoperating income (expense):
Other income (expense), net	(20)		140


Interest expense	(54)		(58)
Interest income	1		4
Earnings before income taxes	2,099		2,083
Income taxes	(374)		(381)


Net earnings	1,725		1,702
Mandatory convertible preferred stock dividends	(41)		(41)
Net earnings attributable to common stockholders	$	1,684	$	1,661






Net earnings per common share:
Basic	$	2.35	$	2.33
Diluted	$	2.31	$	2.29
Average common stock and common equivalent shares outstanding:
Basic	716.3		713.2
Diluted	737.7		735.1

See the accompanying Notes to the Consolidated Condensed Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Net earnings	$	1,725	$	1,702
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(343)		(922)
Pension and postretirement plan benefit adjustments	14		10

Cash flow hedge adjustments	(20)		(42)
Total other comprehensive income (loss), net of income taxes	(349)		(954)

Comprehensive income	$	1,376	$	748

See the accompanying Notes to the Consolidated Condensed Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ in millions)

(unaudited)


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Preferred stock:


Balance, beginning and end of period	$	3,268	$	3,268
Common stock:



Balance, beginning and end of period	$	9	$	9
Additional paid-in capital:
Balance, beginning of period	$	10,090	$	9,698
Common stock-based award	48		62

Common stock issued in connection with LYONs’ conversions, including tax benefit of $0 and $10, respectively	—		34

Change in noncontrolling interests	(15)		—
Balance, end of period	$	10,123	$	9,794
Retained earnings:
Balance, beginning of period	$	32,827	$	27,159

Net earnings	1,725		1,702
Common stock dividends declared	(179)		(150)
Mandatory Convertible Preferred Stock dividends declared	(41)		(41)
Balance, end of period	$	34,332	$	28,670
Accumulated other comprehensive income (loss):
Balance, beginning of period	$	(1,027)	$	(368)

Other comprehensive income (loss)	(349)		(954)
Balance, end of period	$	(1,376)	$	(1,322)
Noncontrolling interests:
Balance, beginning of period	$	10	$	11

Change in noncontrolling interests	(4)		—
Balance, end of period	$	6	$	11
Total stockholders’ equity, end of period	$	46,362	$	40,430

See the accompanying Notes to the Consolidated Condensed Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Cash flows from operating activities:
Net earnings	$	1,725	$	1,702


Noncash items:
Depreciation	179		158
Amortization of intangible assets	386		344
Amortization of acquisition-related inventory fair value step-up	—		29
Stock-based compensation expense	80		54

Pretax gain on sale of product lines and investment (gains) losses	24		(102)
Change in trade accounts receivable, net	80		59
Change in inventories	(431)		(171)
Change in trade accounts payable	(131)		(38)
Change in prepaid expenses and other assets	(22)		239
Change in accrued expenses and other liabilities	78		(403)


Net cash provided by operating activities	1,968		1,871
Cash flows from investing activities:
Cash paid for acquisitions	(17)		(419)
Payments for additions to property, plant and equipment	(250)		(251)
Proceeds from sales of property, plant and equipment	2		12
Payments for purchases of investments	(274)		(420)
Proceeds from sales of investments	17		43
Proceeds from sale of product lines	—		26
All other investing activities	19		16
Total cash used in investing activities	(503)		(993)
Cash flows from financing activities:
Payments for the issuance of common stock in connection with stock-based compensation, net	(46)		(12)



Payment of dividends	(191)		(169)
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)	10		(1)

Net repayments of borrowings (maturities longer than 90 days)	—		(279)


All other financing activities	(47)		12
Total cash used in financing activities	(274)		(449)
Effect of exchange rate changes on cash and equivalents	(60)		(134)
Net change in cash and equivalents	1,131		295
Beginning balance of cash and equivalents	2,586		6,035
Ending balance of cash and equivalents	$	3,717	$	6,330
Supplemental disclosures:
Cash interest payments	$	84	$	83
Cash income tax payments	227		122

See the accompanying Notes to the Consolidated Condensed Financial Statements.

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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 April 1, 2022 and December 31, 2021, its results of operations for the three-month periods ended April 1, 2022 and April 2, 2021 and its cash flows for each of the three-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 ended 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.

Operating Leases—As of April 1, 2022 and December 31, 2021, operating lease right-of-use assets where the Company was the lessee were approximately $1.0 billion in both periods and are included within other long-term assets in the accompanying Consolidated Condensed Balance Sheets. The associated operating lease liabilities were approximately $1.1 billion as of April 1, 2022 and December 31, 2021, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities.

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

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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 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 three-month period ended April 1, 2022, the Company acquired one business for total consideration of $13 million in cash, net of cash acquired and recorded goodwill and intangible assets of $3 million and $10 million, respectively. The business acquired complements an existing unit of the Company’s Environmental & Applied Solutions segment. The aggregate annual sales of this business at the time of acquisition based on the company’s revenues for its last completed fiscal year prior to the acquisition, were $7 million. The Company also paid $4 million for working capital adjustments related to 2021 acquisitions during the first quarter of 2022.

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. 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
	April 1, 2022		April 2, 2021
Sales	$	7,689	$	6,967
Net earnings	1,725		1,629
Diluted net earnings per common share (a)	2.31		2.19

(a) Diluted net earnings per common share is calculated by deducting the Mandatory Convertible Preferred Stock (“MCPS”) dividends from net earnings for the anti-dilutive MCPS shares (refer to Note 3 for additional information).

NOTE 3. NET EARNINGS PER COMMON SHARE

Basic net earnings per common share (“EPS”) is calculated by taking net earnings less the MCPS dividends divided by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings 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 periods ended April 1, 2022 and April 2, 2021, approximately 418 thousand and 71 thousand options, respectively, to purchase shares were excluded from the diluted EPS calculation, as the impact of their inclusion would have been anti-dilutive.

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The impact of the MCPS Series A calculated under the if-converted method was dilutive for the three-month periods ended April 1, 2022 and April 2, 2021, and as such 11.0 million shares underlying the MCPS Series A were included in the calculation of diluted EPS for both three-month periods and the related MCPS Series A dividends of $20 million were excluded from the calculation of net earnings for diluted EPS for both periods.

The impact of the MCPS Series B calculated under the if-converted method was anti-dilutive for the three-month periods ended April 1, 2022 and April 2, 2021, and as such 8.6 million shares underlying the MCPS Series B were excluded from the calculation of diluted EPS in both periods and the related MCPS Series B dividends of $21 million were included in the calculation of net earnings for diluted EPS for both periods.

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


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Numerator:
Net earnings	$	1,725	$	1,702
MCPS dividends	(41)		(41)
Net earnings attributable to common stockholders for Basic EPS	1,684		1,661

Adjustment for MCPS dividends for dilutive MCPS	20		20
Net earnings attributable to common stockholders after assumed conversions for Diluted EPS	$	1,704	$	1,681

Denominator:
Weighted average common shares outstanding used in Basic EPS	716.3		713.2
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs	10.4		10.7
Assumed conversion of the convertible debentures	—		0.2
Weighted average MCPS converted shares	11.0		11.0
Weighted average common shares outstanding used in Diluted EPS	737.7		735.1

Basic EPS	$	2.35	$	2.33
Diluted EPS	$	2.31	$	2.29

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NOTE 4. REVENUE

The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three-month periods ended April 1, 2022 and April 2, 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 April 1, 2022:
Geographical region:
North America	$	1,520	$	1,306	$	528	$	3,354
Western Europe	1,035		524		269		1,828
Other developed markets	222		124		32		378
High-growth markets (a)	1,105		690		333		2,128
Total	$	3,882	$	2,644	$	1,162	$	7,688

Revenue type:
Recurring	$	2,838	$	2,370	$	690	$	5,898
Nonrecurring	1,044		274		472		1,790
Total	$	3,882	$	2,644	$	1,162	$	7,688

For the Three-Month Period Ended April 2, 2021:
Geographical region:
North America	$	1,263	$	972	$	492	$	2,727
Western Europe	970		415		279		1,664
Other developed markets	225		118		29		372
High-growth markets (a)	1,088		673		334		2,095
Total	$	3,546	$	2,178	$	1,134	$	6,858

Revenue type:
Recurring	$	2,529	$	1,902	$	648	$	5,079
Nonrecurring	1,017		276		486		1,779
Total	$	3,546	$	2,178	$	1,134	$	6,858

(a) The Company defines high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan, Australia and New Zealand). The Company defines developed markets as all markets that are not high-growth markets.

The Company sells equipment to customers as well as consumables and services, some of which customers purchase on a recurring basis. Consumables sold for use with the equipment sold by the Company are typically critical to the use of the equipment and are typically used on a one-time or limited basis, requiring frequent replacement in the customer’s operating cycle. Examples of these consumables include reagents used in diagnostic tests, chromatography resins used for research and bioprocessing, filters used in filtration, separation and purification processes and cartridges for marking and coding equipment. Additionally, some of the Company’s consumables are used on a standalone basis, such as water treatment solutions. The Company separates its goods and services between those typically sold to a customer on a recurring basis and those typically sold on a nonrecurring basis. Recurring revenue includes revenue from consumables, services and operating-type leases (“OTLs”). Nonrecurring revenue includes sales from equipment and sales-type leases (“STLs”). OTLs and STLs are included in the above revenue amounts. For the three-month periods ended April 1, 2022 and April 2, 2021, lease revenue was $124 million and $117 million, respectively.

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Remaining performance obligations related to Topic 606, Revenue from Contracts with Customers, represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. As of April 1, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $4.8 billion. The Company expects to recognize revenue on approximately 56% of the remaining performance obligations over the next 12 months, 22% over the subsequent 12 months, and the remainder recognized thereafter.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (“contract assets”) and deferred revenue, customer deposits and billings in excess of revenue recognized (“contract liabilities”) on the Consolidated Condensed Balance Sheets.

Most of the Company’s long-term contracts are billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. Often this results in billing occurring subsequent to revenue recognition resulting in contract assets. Contract assets are generally classified as other current assets in the Consolidated Condensed Balance Sheets. The balance of contract assets as of April 1, 2022 and December 31, 2021 was $89 million and $75 million, respectively.

The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities that are classified as either current or long-term in the Consolidated Condensed Balance Sheets based on the timing of when the Company expects to recognize revenue. As of April 1, 2022 and December 31, 2021, contract liabilities were approximately $2.1 billion and $1.8 billion, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. The increase in the contract liability balance during the three-month period ended April 1, 2022 was primarily a result of cash payments received in advance of satisfying performance obligations, partially offset by revenue recognized during the period that was included in the opening contract liability balance. Revenue recognized during the three-month periods ended April 1, 2022 and April 2, 2021 that was included in the contract liability balance on December 31, 2021 and December 31, 2020 was $662 million and $520 million, respectively. Contract assets and liabilities are reported on a net basis on the accompanying Consolidated Condensed Balance Sheets on a contract-by-contract basis at the end of each reporting period.

NOTE 5. SEGMENT INFORMATION

The Company operates and reports its results in three separate business segments consisting of the Life Sciences, Diagnostics, and Environmental & Applied Solutions segments. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. Operating profit represents total revenues less operating expenses, excluding nonoperating income and expense, interest and income taxes. Operating profit amounts in the Other segment consist of unallocated corporate costs and other costs not considered part of management’s evaluation of reportable segment operating performance. Intersegment amounts are not significant and are eliminated to arrive at consolidated totals.

Segment results are shown below ($ in millions):


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Sales:
Life Sciences	$	3,882	$	3,546
Diagnostics	2,644		2,178
Environmental & Applied Solutions	1,162		1,134
Total	$	7,688	$	6,858

Operating profit:
Life Sciences	$	1,118	$	1,151
Diagnostics	886		626
Environmental & Applied Solutions	236		285
Other	(68)		(65)
Total	$	2,172	$	1,997

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NOTE 6. INCOME TAXES

The following table summarizes the Company’s effective tax rate:


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Effective tax rate	17.8	%	18.3	%

The Company operates globally, including in certain jurisdictions with lower tax rates than the United States (“U.S.”) federal statutory rate. Therefore, the impact of operating in such jurisdictions reduces the effective tax rate compared to the U.S. statutory tax rate.

The effective tax rate for the three-month period ended April 1, 2022 differs from the U.S. federal statutory rate of 21.0% principally due to net discrete benefits of $41 million related primarily to excess tax benefits from stock-based compensation and changes in estimates associated with prior period uncertain tax positions. These factors reduced the effective tax rate by 2.0% for the three-month period ended April 1, 2022.

The effective tax rate for the three-month period ended April 2, 2021 differs from the U.S. federal statutory rate of 21.0% principally due to net discrete benefits of $44 million related primarily to excess tax benefits from stock-based compensation and the benefit from release of reserves for uncertain tax positions from audit settlements, net of changes in estimates associated with prior period uncertain tax positions. These factors reduced the effective tax rate by 2.1% for the three-month period ended April 2, 2021.

For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2021 and Note 7 thereto included in the Company’s 2021 Annual Report.

NOTE 7. OTHER INCOME (EXPENSE), NET

The following sets forth the components of the Company’s other income (expense), net ($ in millions):


	Three-Month Period Ended
	April 1, 2022		April 2, 2021
Other components of net periodic benefit costs	$	4	$	11
Investment gains (losses):
Realized investment gains (losses)	37		27
Unrealized investment gains (losses)	(61)		89
Total investment gains (losses)	(24)		116
Gain on sale of product lines	—		13
Total other income (expense), net	$	(20)	$	140

Other Components of Net Periodic Benefit Costs

The Company disaggregates the service cost component of net periodic benefit costs of the noncontributory defined benefit pension plans and other postretirement employee benefit plans and presents the other components of net periodic benefit cost in other income (expense), net. These other components of net periodic benefit costs include the assumed rate of return on plan assets, partially offset by amortization of actuarial losses and interest. The Company’s net periodic pension cost for the three-month period ended April 1, 2022 includes a settlement loss of $10 million ($9 million after-tax) as a result of the transfer of a portion of its non-U.S. pension liabilities related to one defined benefit plan to a third-party.

Investment Gains (Losses)

The Company estimates the fair value of its investments in equity securities using the Fair Value Alternative and records adjustments to fair value within net earnings. Additionally, the Company is a limited partner in partnerships that invest primarily in early-stage companies. While the partnerships record these investments at fair value, the Company’s investments in the partnerships are accounted for under the equity method of accounting. The investment gains (losses) include realized and unrealized gains and losses related to changes in the fair value of the Company’s investments in equity securities and the Company’s equity in earnings of the partnerships that reflect the changes in fair value of the investments of the partnerships.

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Gain on Sale of Product Lines

During the first quarter of 2021, the Company divested certain product lines for a cash purchase price, net of cash transferred and transaction costs, of $26 million and recognized a pretax gain on sale of $13 million ($10 million after-tax). The divested product lines generated revenues of approximately $88 million in the Environmental & Applied Solutions segment in 2020. The divestiture of these product lines did not represent a strategic shift with a major effect on the Company’s operations and financial results and therefore is not reported as a discontinued operation.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

The following is a rollforward of the Company’s goodwill ($ in millions):


Balance, December 31, 2021	$	41,184
Attributable to 2022 acquisitions	3

Adjustments due to finalization of purchase price allocations	(18)
Foreign currency translation and other	(506)
Balance, April 1, 2022	$	40,663

The carrying value of goodwill by segment is summarized as follows ($ in millions):


	April 1, 2022		December 31, 2021
Life Sciences	$	31,158	$	31,638
Diagnostics	7,012		7,044
Environmental & Applied Solutions	2,493		2,502
Total	$	40,663	$	41,184

The Company has not identified any “triggering” events which indicate an impairment of goodwill in 2022.

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company identified an impairment trigger during the first quarter of 2021 which resulted in the impairment of a trade name. The Company recorded an impairment charge totaling $10 million in the three-month period ended April 2, 2021 related to the trade name.

NOTE 9. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):


	Balance				Quoted Prices in Active Market (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	April 1, 2022		December 31, 2021		April 1, 2022		December 31, 2021		April 1, 2022		December 31, 2021		April 1, 2022		December 31, 2021
Assets:
Available-for-sale debt securities	$	17	$	20	$	—	$	—	$	17	$	20	$	—	$	—
Investment in equity securities	336		336		54		88		—		—		—		—
Cross-currency swap derivative contracts	226		50		—		—		226		50		—		—

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Available-for-sale debt securities, which are included in other long-term assets in the accompanying Consolidated Condensed Balance Sheets, are measured at fair value using quoted prices reported by investment brokers and dealers based on the underlying terms of the security and comparison to similar securities traded on an active market. As of April 1, 2022 and December 31, 2021, available-for-sale debt securities primarily included U.S. Treasury Notes and corporate debt securities.

The Company’s investments in equity securities consist of investments in publicly traded equity securities and investments in non-marketable equity securities. The publicly traded securities are classified as Level 1 in the fair value hierarchy as they are measured based on quotes in active markets. For the non-marketable equity securities, the Company estimates the fair value of the investments in equity securities based on the measurement alternative and adjusts for impairments and observable price changes with a same or similar security from the same issuer within net earnings (the “Fair Value Alternative”). The Company’s investments in these equity securities are not classified in the fair value hierarchy due to the use of these measurement methods. Additionally, the Company is a limited partner in partnerships that invest primarily in early-stage companies. While the partnerships record these investments at fair value, the Company’s investments in the partnerships are accounted for under the equity method of accounting and are not subject to fair value measurement disclosures. As of April 1, 2022 and December 31, 2021, the Company’s equity method investments included investments in partnerships with a carrying value of approximately $1.5 billion and $1.3 billion, respectively. During the three-month periods ended April 1, 2022 and April 2, 2021, the Company recorded net realized and unrealized losses of $24 million and net realized and unrealized gains of $116 million, respectively, related to changes in the fair value of the Company’s investments in equity securities and the Company’s equity in earnings of the partnerships that reflect the changes in fair value of the investments of the partnerships. Refer to Note 7 for additional information on gains and losses on the Company’s investments including investments in the partnerships. These gains and losses are reflected in other income (expense), net in the Company’s Consolidated Condensed Statements of Earnings.

The cross-currency swap derivative contracts are used to partially hedge the Company’s net investments in non-U.S. operations against adverse movements in exchange rates between the U.S. dollar and the Danish kroner, Japanese yen, euro and Swiss franc. The Company also uses cross-currency swap derivative contracts to hedge the exchange rate exposure from long-term debt issuances in a foreign currency other than the functional currency of the borrower. The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and foreign currency current exchange rates and forward curves as inputs. Refer to Note 11 for additional information.

Fair Value of Other Financial Instruments

The carrying amounts and fair values of the Company’s other financial instruments were as follows ($ in millions):


	April 1, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Debt obligations:
Notes payable and current portion of long-term debt	$	10	$	10	$	8	$	8
Long-term debt	21,768		20,944		22,168		22,796

As of April 1, 2022 and December 31, 2021, short and long-term borrowings were categorized as Level 1. The fair value of long-term borrowings was based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings is attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. The fair values of borrowings with original maturities of one year or less, as well as cash and cash equivalents, trade accounts receivable, net and trade accounts payable approximate their carrying amounts due to the short-term maturities of these instruments.

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NOTE 10. FINANCING

As of April 1, 2022, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows ($ in millions):


Description and Aggregate Principal Amount	April 1, 2022		December 31, 2021
U.S. dollar-denominated commercial paper	$	1,450	$	1,440



Euro-denominated commercial paper (€1.2 billion)	1,326		1,366
Floating rate senior unsecured notes due 6/30/2022 (€250 million) (the “Floating Rate 2022 Euronotes”)	276		284
2.05% senior unsecured notes due 11/15/2022 (the “2022 Biopharma Notes”)	699		699
0.5% senior unsecured bonds due 12/08/2023 (CHF 540 million) (the “2023 CHF Bonds”)	584		592
1.7% senior unsecured notes due 3/30/2024 (€900 million) (the “2024 Euronotes”)	992		1,021

2.2% senior unsecured notes due 11/15/2024 (the “2024 Biopharma Notes”)	698		698
3.35% senior unsecured notes due 9/15/2025 (the “2025 U.S. Notes”)	498		498
0.2% senior unsecured notes due 3/18/2026 (€1.3 billion) (the “2026 Biopharma Euronotes”)	1,375		1,416
2.1% senior unsecured notes due 9/30/2026 (€800 million) (the “2026 Euronotes”)	881		907
0.3% senior unsecured notes due 5/11/2027 (¥30.8 billion) (the “2027 Yen Notes”)	251		267
1.2% senior unsecured notes due 6/30/2027 (€600 million) (the “2027 Euronotes”)	661		680
0.45% senior unsecured notes due 3/18/2028 (€1.3 billion) (the “2028 Biopharma Euronotes”)	1,373		1,413
1.125% senior unsecured bonds due 12/08/2028 (CHF 210 million) (the “2028 CHF Bonds”)	230		233
2.6% senior unsecured notes due 11/15/2029 (the “2029 Biopharma Notes”)	795		795
2.5% senior unsecured notes due 3/30/2030 (€800 million) (the “2030 Euronotes”)	884		910
0.75% senior unsecured notes due 9/18/2031 (€1.8 billion) (the “2031 Biopharma Euronotes”)	1,922		1,980
0.65% senior unsecured notes due 5/11/2032 (¥53.2 billion) (the “2032 Yen Notes”)	433		461
1.35% senior unsecured notes due 9/18/2039 (€1.3 billion) (the “2039 Biopharma Euronotes”)	1,365		1,406
3.25% senior unsecured notes due 11/15/2039 (the “2039 Biopharma Notes”)	890		890
4.375% senior unsecured notes due 9/15/2045 (the “2045 U.S. Notes”)	499		499
1.8% senior unsecured notes due 9/18/2049 (€750 million) (the “2049 Biopharma Euronotes”)	819		844
3.4% senior unsecured notes due 11/15/2049 (the “2049 Biopharma Notes”)	889		889
2.6% senior unsecured notes due 10/01/2050 (the “2050 U.S. Notes”)	980		980
2.8% senior unsecured notes due 12/10/2051 (the “2051 U.S. Notes”)	984		983
Other	24		25
Total debt	21,778		22,176
Less: currently payable	(10)		(8)
Long-term debt	$	21,768	$	22,168

For additional details regarding the Company’s debt financing, refer to Note 14 of the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s 2021 Annual Report.

The Company has historically satisfied short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. dollar and euro-denominated commercial paper programs. The Company’s $5.0 billion unsecured, multi-year revolving credit facility with a syndicate of banks that expires on August 27, 2024 (the “Five-Year Facility”), is available for direct borrowings and provides credit support for the commercial paper programs. For a description of the Five-Year Facility, refer to the Company’s 2021 Annual Report. On February 21, 2022, the Company and the syndicate of banks amended the Five-Year Facility to replace references to the London Interbank Offered Rate with references to the Sterling Overnight Index Average Reference Rate, the Tokyo Interbank Offer Rate or the Euro Interbank Offer Rate depending on the applicable currency of the borrowing.

As of April 1, 2022, borrowings outstanding under the Company’s U.S. dollar and euro-denominated commercial paper program had a weighted average annual interest rate of 0.2% and a weighted average remaining maturity of approximately 13 days.

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Debt discounts, premiums and debt issuance costs totaled $127 million and $130 million as of April 1, 2022 and December 31, 2021, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of debt table above.

Guarantors of Debt

The Company has guaranteed long-term debt issued by certain of its wholly-owned subsidiaries. The Floating Rate 2022 Euronotes and 2027 Euronotes were issued by DH Europe Finance S.A. (“Danaher International”). The 2022 Biopharma Notes, 2024 Biopharma Notes, 2026 Biopharma Euronotes, 2028 Biopharma Euronotes, 2029 Biopharma Notes, 2031 Biopharma Euronotes, 2039 Biopharma Euronotes, 2039 Biopharma Notes, 2049 Biopharma Euronotes and 2049 Biopharma Notes were issued by DH Europe Finance II S.a.r.l. (“Danaher International II”). The 2023 CHF Bonds and 2028 CHF Bonds were issued by DH Switzerland Finance S.A. (“Danaher Switzerland”). The 2027 Yen Notes and 2032 Yen Notes were issued by DH Japan Finance S.A. (“Danaher Japan”). Each of Danaher International, Danaher International II, Danaher Switzerland and Danaher Japan are wholly-owned finance subsidiaries of Danaher Corporation. All of the outstanding and future securities issued by each of these entities are or will be fully and unconditionally guaranteed by the Company and these guarantees rank on parity with the Company’s unsecured and unsubordinated indebtedness.

NOTE 11. HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses cross-currency swap derivative contracts to partially hedge its net investments in non-U.S. operations against adverse movements in exchange rates between the U.S. dollar and the Danish kroner, Japanese yen, euro and Swiss franc. The cross-currency swap derivative contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. These contracts effectively convert U.S. dollar-denominated bonds to obligations denominated in Danish kroner, Japanese yen, euro and Swiss franc, and partially offset the impact of changes in currency rates on the Company’s foreign currency denominated net investments. These contracts also reduce the interest rate from the stated interest rates on the U.S. dollar-denominated debt to the interest rates of the swaps. The changes in the spot rate of these instruments are recorded in accumulated other comprehensive income (loss) in stockholders’ equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive income (loss). Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The interest income or expense from these swaps are recorded in interest expense in the accompanying Consolidated Condensed Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from September 2025 to December 2031.

The Company also uses cross-currency swap derivative contracts to hedge U.S. dollar-denominated long-term debt issuances in a foreign subsidiary whose functional currency is the euro against adverse movements in exchange rates between the U.S. dollar and the euro. These contracts effectively convert these U.S. dollar-denominated bonds to obligations denominated in euro. The changes in the fair value of these instruments are recorded in accumulated other comprehensive income (loss), with a reclassification from accumulated other comprehensive income (loss) to net earnings to offset the remeasurement of the hedged debt that is also recorded in net earnings. Any ineffective portions of the cash flow hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The interest income or expense from these swaps are recorded in interest expense in the accompanying Consolidated Condensed Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from November 2022 to November 2049.

The Company has also issued foreign currency denominated long-term debt as partial hedges of its net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro, Japanese yen and Swiss franc. These foreign currency denominated long-term debt issuances are designated and qualify as nonderivative hedging instruments. Accordingly, the foreign currency translation of these debt instruments is recorded in accumulated other comprehensive income (loss), offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive income (loss). Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. These instruments mature on dates ranging from April 2022 to May 2032.

The Company used interest rate swap agreements to hedge the variability in cash flows due to changes in benchmark interest rates related to a portion of the U.S. debt the Company issued to fund the acquisition of Cytiva and a portion of the 2051 Notes. These contracts effectively fixed the interest rate for a portion of the Company’s U.S. dollar-denominated debt equal to the notional amount of the swaps to the rate specified in the interest rate swap agreements and were settled in November 2019 and December 2021, respectively. The changes in the fair value of these instruments were recorded in accumulated other comprehensive income (loss) prior to the issuance of the debt and are subsequently being reclassified to interest expense over the life of the related debt.

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The following table summarizes the notional values as of April 1, 2022 and April 2, 2021 and pretax impact of changes in the fair values of instruments designated as net investment hedges and cash flow hedges in accumulated other comprehensive income (“OCI”) for the three-month periods ended April 1, 2022 and April 2, 2021 ($ in millions):


	Original Notional Amount		Notional Amount Outstanding		Gain (Loss) Recognized in OCI		Amounts Reclassified from OCI
For the Three-Month Period Ended April 1, 2022:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	51	$	—
Foreign currency denominated debt	3,761		3,761		124		—
Cash flow hedges:
Cross-currency contracts	4,000		4,000		125		(116)
Interest rate swaps	1,600		—		—		1
Total	$	13,236	$	10,761	$	300	$	(115)

For the Three-Month Period Ended April 2, 2021:
Net investment hedges:
Cross-currency contracts:	$	2,875	$	2,000	$

DANAHER CORP /DE/ [DHR] Filings

DANAHER CORP /DE/ [DHR-PB] Filings