Danaher Corp 10-Q for FY2023 Q3
Danaher Corp (DHR)
10-Q
2023-10-24
For: 2023-09-29
View Original
Added on
April 02, 2026
About this 10-Q
Danaher Corp filed this 10-Q on October 24, 2023, covering the quarter ended September 29, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 29, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $6.87B
- down 10.3% from $7.66B a year earlier
- Net income
- $1.13B
- down 28.2% from net income of $1.57B a year earlier
- Diluted EPS
- $1.51
- down 28.1% from $2.10 a year earlier
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 29, 2023
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
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (I.R.S. Employer Identification Number) | ||||||||||
| (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 | ||||||
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.
| ☒ | 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 19, 2023 was 738,927,107 .
DANAHER CORPORATION
INDEX
FORM 10-Q
| Page | ||||||||
| PART I - | FINANCIAL INFORMATION | |||||||
| PART II - | OTHER INFORMATION | |||||||
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in millions, except per share amount)
(unaudited)
| September 29, 2023 | December 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
Trade accounts receivable, less allowance for doubtful accounts of $ | |||||||||||
| Inventories: | |||||||||||
| Finished goods | |||||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Total inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Other long-term assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Notes payable and current portion of long-term debt | $ | $ | |||||||||
| Trade accounts payable | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term debt | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total Danaher stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
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 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Operating costs: | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Research and development expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||||||||
| Nonoperating income (expense): | |||||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||||||||
| Income taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||
| Mandatory convertible preferred stock dividends | ( | ( | ( | ||||||||||||||||||||||||||
| Net earnings attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net earnings per common share: | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | (a) | $ | ||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | (a) | ||||||||||||||||||||||||
| Average common stock and common equivalent shares outstanding: | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
(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 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of income taxes: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Pension and postretirement plan benefit adjustments | |||||||||||||||||||||||
| Cash flow hedge adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Total other comprehensive income (loss), net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
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 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Preferred stock: | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Conversion of Mandatory Convertible Preferred Stock to common stock | ( | ( | |||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
| Common stock: | |||||||||||||||||||||||
| Balance, beginning and end of period | $ | $ | $ | $ | |||||||||||||||||||
| Additional paid-in capital: | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Common stock-based award | |||||||||||||||||||||||
| Common stock issued in connection with Mandatory Convertible Preferred Stock conversions | |||||||||||||||||||||||
| Acquisition of noncontrolling interests | ( | ||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
| Retained earnings: | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings | |||||||||||||||||||||||
| Common stock dividends declared | ( | ( | ( | ( | |||||||||||||||||||
| Mandatory Convertible Preferred Stock dividends declared | ( | ( | ( | ||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Balance, beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||
| Balance, end of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Noncontrolling interests: | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Change in noncontrolling interests | ( | ||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
| Total stockholders’ equity, end of period | $ | $ | $ | $ | |||||||||||||||||||
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 29, 2023 | September 30, 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Noncash items: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Stock-based compensation expense | |||||||||||
| Investment (gains) losses | |||||||||||
| Change in trade accounts receivable, net | ( | ||||||||||
| Change in inventories | ( | ( | |||||||||
| Change in trade accounts payable | ( | ( | |||||||||
| Change in prepaid expenses and other assets | ( | ||||||||||
| Change in accrued expenses and other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Cash paid for acquisitions | ( | ||||||||||
| Payments for additions to property, plant and equipment | ( | ( | |||||||||
| Proceeds from sales of property, plant and equipment | |||||||||||
| Payments for purchases of investments | ( | ( | |||||||||
| Proceeds from sales of investments | |||||||||||
| All other investing activities | |||||||||||
| Total cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from the issuance of common stock in connection with stock-based compensation, net | |||||||||||
| Payment of dividends | ( | ( | |||||||||
| Net borrowings (maturities longer than 90 days) | |||||||||||
| Net repayments of borrowings (maturities of 90 days or less) | ( | ( | |||||||||
| Net repayments of borrowings (maturities longer than 90 days) | ( | ||||||||||
| All other financing activities | ( | ( | |||||||||
| Total cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and equivalents | ( | ( | |||||||||
| Net change in cash and equivalents | |||||||||||
| Beginning balance of cash and equivalents | |||||||||||
| Ending balance of cash and equivalents | $ | $ | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash interest payments | $ | $ | |||||||||
| Cash income tax payments | |||||||||||
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, 2022 and the Notes thereto included in the Company’s 2022 Annual Report on Form 10-K filed on February 22, 2023 (the “2022 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 29, 2023 and December 31, 2022, its results of operations for the three and nine-month periods ended September 29, 2023 and September 30, 2022 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 2022 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.
NOTE 2. PENDING ACQUISITION
On August 28, 2023, the Company entered into a definitive agreement to acquire all of the outstanding shares of Abcam plc (“Abcam”) for a cash purchase price of approximately $5.7 billion, including assumed indebtedness and net of acquired cash (the “Abcam Acquisition”). Abcam is a leading global supplier of protein consumables, including highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research and diagnostics. Abcam generated revenues of £362 million in 2022. The Company expects to include the Abcam business within its Life Sciences segment. The transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals and Abcam shareholder approval.
The Company expects to finance the Abcam Acquisition using cash on hand and/or the proceeds from the issuance of commercial paper.
NOTE 3. ENVIRONMENTAL & APPLIED SOLUTIONS SEPARATION
6
In preparation for the Separation, in September 2023 Veralto issued approximately $2.6 billion in debt securities (refer to Note 11). The proceeds of these issuances were used to fund the approximately $2.6 billion net cash distributions Veralto made to Danaher prior to the Distribution Date. In accordance with the applicable tax rules, Danaher intends to use a portion of the cash distribution proceeds it received from Veralto to meet upcoming commercial paper and bond maturities and to use the balance of the proceeds to partially fund certain of the Company’s regular, quarterly cash dividends to shareholders.
As the disposition occurred during the fourth quarter of 2023, the Company will classify Veralto as a discontinued operation in its historical financial statements beginning with the fourth quarter of 2023. The Environmental & Applied Solutions business had sales for the year ended December 31, 2022 of approximately $4.8 billion. Below is a summary of the Environmental & Applied Solutions business' sales and operating profit ($ in millions):
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
The Company incurred separation costs of $36 million ($31 million after-tax) and $101 million ($90 million after-tax) in the three and nine-month periods ended September 29, 2023, respectively, related to preparation for the separation of the Company’s Environmental & Applied Solutions business primarily related to professional fees for legal, tax, finance, banking and information technology services and duplicative general and administrative costs.
In connection with the Separation, Danaher and Veralto entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a Danaher Business System (“DBS”) license agreement. These agreements provide for the allocation between Danaher and Veralto of assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Veralto’s separation from Danaher and will govern certain relationships between Danaher and Veralto after the Separation.
NOTE 4. NET EARNINGS PER COMMON SHARE
Basic net earnings per common share (“EPS”) is calculated by taking net earnings less the Mandatory Convertible Preferred Stock (“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 September 29, 2023 and September 30, 2022, approximately 2.5 million and 538 thousand options, respectively, and for the nine-month periods ended September 29, 2023 and September 30, 2022, approximately 3.2 million and 1.1 million options, respectively, to purchase shares were excluded from the diluted EPS calculation, as the impact of their inclusion would have been anti-dilutive. Basic and diluted EPS are computed independently for each quarter and year-to-date period, and each period involves the use of different 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.
The impact of the MCPS Series B calculated under the if-converted method was anti-dilutive for the nine-month period ended September 29, 2023 and the three and nine-month periods ended September 30, 2022, and as such 3.4 million shares for the nine-month period ended September 29, 2023 and 8.6 21 million for the nine-month period ended September 29, 2023 and $21 million and $64 million for the three and nine-month periods ended September 30, 2022, respectively, were included in the calculation of net earnings for diluted EPS. As of April 17, 2023, all outstanding shares of the MCPS Series B converted into 8.6 million shares of the Company’s common stock.
The impact of the MCPS Series A calculated under the if-converted method was dilutive for the nine-month period ended September 30, 2022, and as such 4.0 million shares underlying the MCPS Series A were included in the calculation of diluted EPS. The related MCPS Series A dividends of $20 million for the nine-month period ended September 30, 2022 were excluded from the calculation of net earnings for diluted EPS. On April 15, 2022, all outstanding shares of the MCPS Series A converted into 11.0 million shares of the Company’s common stock. Refer to Note 15 for additional information about the MCPS Series A and B conversions.
7
Information related to the calculation of net earnings per common share is summarized as follows ($ and shares in millions, except per share amounts):
| Three-Month Period Ended | Nine-Month Period Ended | |||||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
Net earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| MCPS dividends | ( | ( | ( | |||||||||||||||||||||||
Net earnings attributable to common stockholders for Basic EPS | ||||||||||||||||||||||||||
| Adjustment for MCPS dividends for dilutive MCPS | ||||||||||||||||||||||||||
Net earnings attributable to common stockholders after assumed conversions for Diluted EPS | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average common shares outstanding used in Basic EPS | ||||||||||||||||||||||||||
| Incremental common shares from: | ||||||||||||||||||||||||||
| Assumed exercise of dilutive options and vesting of dilutive restricted stock units (“RSUs”) and performance stock units (“PSUs”) | ||||||||||||||||||||||||||
| Weighted average MCPS converted shares | ||||||||||||||||||||||||||
| Weighted average common shares outstanding used in Diluted EPS | ||||||||||||||||||||||||||
Basic EPS | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted EPS | $ | $ | $ | $ | ||||||||||||||||||||||
8
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 29, 2023 and September 30, 2022 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenue.
| Biotechnology | Life Sciences | Diagnostics | Environmental & Applied Solutions | Total | |||||||||||||||||||||||||
| For the Three-Month Period Ended September 29, 2023: | |||||||||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||||||||
North America(a) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Western Europe | |||||||||||||||||||||||||||||
Other developed markets(b) | |||||||||||||||||||||||||||||
High-growth markets(c) | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue type: | |||||||||||||||||||||||||||||
| Recurring | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nonrecurring | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| For the Three-Month Period Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||||||||
North America(a) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Western Europe | |||||||||||||||||||||||||||||
Other developed markets(b) | |||||||||||||||||||||||||||||
High-growth markets(c) | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue type: | |||||||||||||||||||||||||||||
| Recurring | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nonrecurring | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
9
| Biotechnology | Life Sciences | Diagnostics | Environmental & Applied Solutions | Total | |||||||||||||||||||||||||
| For the Nine-Month Period Ended September 29, 2023: | |||||||||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||||||||
North America(a) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Western Europe | |||||||||||||||||||||||||||||
Other developed markets(b) | |||||||||||||||||||||||||||||
High-growth markets(c) | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue type: | |||||||||||||||||||||||||||||
| Recurring | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nonrecurring | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| For the Nine-Month Period Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||||||||
North America(a) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Western Europe | |||||||||||||||||||||||||||||
Other developed markets(b) | |||||||||||||||||||||||||||||
High-growth markets(c) | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue type: | |||||||||||||||||||||||||||||
| Recurring | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nonrecurring | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(b) The Company defines other developed markets as Japan, Australia and New Zealand.
(c) The Company defines high-growth markets as developing markets of the world experiencing accelerated growth, over extended periods, in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and Asia (with the exception of Japan, Australia and New Zealand). The Company defines developed markets as all markets of the world 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 (prior to the Separation) cartridges for marking and coding equipment. Additionally, some of the Company’s consumables are used on a standalone basis, such as custom nucleic acids, genomics solutions and (prior to the Separation) 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 to a customer on a nonrecurring basis. Recurring revenue includes revenue from consumables, services and operating-type leases (“OTLs”). Nonrecurring revenue includes sales of equipment and sales-type leases (“STLs”). OTLs and STLs are included in the above revenue amounts. For the three-month periods ended September 29, 2023 and September 30, 2022, lease revenue was $125 million and $120 million, respectively. For the nine-month periods ended September 29, 2023 and September 30, 2022, lease revenue was $363 million and $361 million, respectively.
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 September 29, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $4.9 billion. The Company expects to recognize revenue on approximately 51 % of the remaining performance obligations over the next 12 months, 27 % over the subsequent 12 months, and the remainder recognized thereafter.
10
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 September 29, 2023 and December 31, 2022 was $63 million and $90 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 both September 29, 2023 and December 31, 2022, contract liabilities were approximately $1.9 1.2
NOTE 6. SEGMENT INFORMATION
The Company operates and reports its results in business segments consisting of the Biotechnology, Life Sciences, Diagnostics, and (prior to the Separation) 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, including separation costs related to preparation for the separation of the Company’s Environmental & Applied Solutions business of $36 million and $101 million in the three and nine-month periods ended September 29, 2023, respectively, 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.
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Sales: | |||||||||||||||||||||||
| Biotechnology | $ | $ | $ | $ | |||||||||||||||||||
| Life Sciences | |||||||||||||||||||||||
| Diagnostics | |||||||||||||||||||||||
| Environmental & Applied Solutions | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Operating profit: | |||||||||||||||||||||||
| Biotechnology | $ | $ | $ | $ | |||||||||||||||||||
| Life Sciences | |||||||||||||||||||||||
| Diagnostics | |||||||||||||||||||||||
| Environmental & Applied Solutions | |||||||||||||||||||||||
| Other | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
NOTE 7. INCOME TAXES
The following table summarizes the Company’s effective tax rate:
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
11
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 contributes to a lower effective tax rate compared to the U.S. federal statutory tax rate.
The effective tax rate for the three-month period ended September 29, 2023 differs from the U.S. federal statutory rate of 21.0 % due to the geographic mix of earnings described above. Discrete tax benefits from excess tax benefits from stock-based compensation were offset by charges related to tax costs related to the separation of the Environmental & Applied Solutions business and changes in estimates associated with prior period uncertain tax positions.
The effective tax rate for the nine-month period ended September 29, 2023 differs from the U.S. federal statutory rate of 21.0 % principally due to the geographic mix of earnings described above, partially offset by net discrete tax charges of $13 million. Net discrete tax charges related primarily to tax costs related to the separation of the Environmental & Applied Solutions business, tax costs related to legal and operational actions taken to realign certain businesses and changes in estimates associated with prior period uncertain tax positions, partially offset by excess tax benefits from stock-based compensation and interest on prior year tax refunds. The net discrete charges increased the effective tax rate by 0.3 % for the nine-month period ended September 29, 2023.
The effective tax rate for the three-month period ended September 30, 2022 differs from the U.S. federal statutory rate of 21.0 % principally due to the geographic mix of earnings described above and net discrete benefits of $3 million related primarily to excess tax benefits from stock-based compensation, partially offset by changes in estimates associated with prior period uncertain tax positions. The net discrete benefits reduced the effective tax rate by 0.2 % for the three-month period ended September 30, 2022.
The effective tax rate for the nine-month period ended September 30, 2022 differs from the U.S. federal statutory rate of 21.0 % principally due the geographic mix of earnings described above and net discrete benefits of $52 million related primarily to excess tax benefits from stock-based compensation and changes in estimates associated with prior period uncertain tax positions. The net discrete benefits reduced the effective tax rate by 0.9 % for the nine-month period ended September 30, 2022.
In the fourth quarter of 2022, the U.S. Internal Revenue Service (“IRS”) proposed significant adjustments to the Company’s taxable income for the years 2016 through 2018 with respect to the deferral of tax on certain premium income related to the Company’s self-insurance programs. For income tax purposes, the recognition of premium income has been deferred in accordance with U.S. tax laws related to insurance. The IRS challenged the deferral of premium income for certain types of the Company’s self-insurance policies. The proposed adjustments would have increased the Company’s taxable income over the 2016 through 2018 periods by approximately $2.5 billion. In the first quarter of 2023, the Company settled these proposed adjustments with the IRS, although the audit is still open with respect to other matters for the 2016 through 2018 period. The impact of the settlement with respect to the Company’s self-insurance policies was not material to the Company’s financial statements, including cash flows and the effective tax rate. As the settlement with the IRS was specific to the audit period, the settlement does not preclude the IRS from proposing similar adjustments to the Company’s self-insurance programs with respect to periods subsequent to 2018. Management believes the positions the Company has taken in its U.S. tax returns are in accordance with the relevant tax laws.
For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2022 and Note 7 thereto included in the Company’s 2022 Annual Report.
NOTE 8. OTHER INCOME (EXPENSE), NET
The following sets forth the components of the Company’s other income (expense), net ($ in millions):
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||||||||||||||
| Other components of net periodic benefit costs | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Investment gains (losses): | |||||||||||||||||||||||||||||||||||
| Realized investment gains (losses) | |||||||||||||||||||||||||||||||||||
| Unrealized investment gains (losses) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Total investment gains (losses) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Total other income (expense), net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
12
Other Components of Net Periodic Benefit Costs
The Company disaggregates the service cost component of net periodic benefit costs of noncontributory defined benefit pension plans and other postretirement employee benefit plans and presents the other components of net periodic benefit costs 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 benefit costs for the nine-month period ended September 30, 2022 included a settlement loss of $10 million ($9 million after-tax) as a result of the transfer of a portion of its non-U.S. pension liabilities related to one defined benefit plan to a third-party.
Investment Gains (Losses)
NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS
The following is a rollforward of the Company’s goodwill ($ in millions):
| Balance, December 31, 2022 | $ | ||||
| Adjustments due to finalization of purchase price allocations | ( | ||||
| Foreign currency translation and other | ( | ||||
| Balance, September 29, 2023 | $ | ||||
The carrying value of goodwill by segment is summarized as follows ($ in millions):
| September 29, 2023 | December 31, 2022 | ||||||||||
| Biotechnology | $ | $ | |||||||||
| Life Sciences | |||||||||||
| Diagnostics | |||||||||||
| Environmental & Applied Solutions | |||||||||||
| Total | $ | $ | |||||||||
The Company has not identified any “triggering” events which indicate an impairment of goodwill in 2023.
NOTE 10. FAIR VALUE MEASUREMENTS
13
A summary of financial assets 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) | ||||||||||||||||||||||||||||||||||||||||||||
| September 29, 2023 | December 31, 2022 | September 29, 2023 | December 31, 2022 | September 29, 2023 | December 31, 2022 | September 29, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale debt securities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Investment in equity securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency swap derivative contracts | |||||||||||||||||||||||||||||||||||||||||||||||
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 September 29, 2023 and December 31, 2022, 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 noted above. As of both September 29, 2023 and December 31, 2022, the Company’s equity method investments included investments in partnerships with a carrying value of approximately $1.5
The cross-currency swap derivative contracts are used to partially hedge the Company’s net investments in non-U.S. operations against adverse movements in exchange rates between the U.S. dollar and the Danish kroner, Japanese yen, euro and Swiss franc. The Company also uses cross-currency swap derivative contracts to hedge the exchange rate exposure from long-term debt issuances in a foreign currency other than the functional currency of the borrower. The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and current foreign currency exchange rates and forward curves as inputs. Refer to Note 12 for additional information.
Fair Value of Other Financial Instruments
The carrying amounts and fair values of the Company’s other financial instruments were as follows ($ in millions):
| September 29, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Debt obligations: | |||||||||||||||||||||||
| Notes payable and current portion of long-term debt | $ | $ | $ | $ | |||||||||||||||||||
| Long-term debt | |||||||||||||||||||||||
As of September 29, 2023 and December 31, 2022, 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 generally approximate their carrying amounts due to the short-term maturities of these instruments.
14
NOTE 11. FINANCING
As of September 29, 2023, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows ($ in millions):
| Outstanding Amount | ||||||||||||||
| Description and Aggregate Principal Amount | September 29, 2023 | December 31, 2022 | ||||||||||||
Euro-denominated commercial paper (€ | $ | $ | ||||||||||||
| Other | ||||||||||||||
| Subtotal | $ | $ | ||||||||||||
| Veralto debt: | ||||||||||||||
| Total Veralto debt | $ | $ | ||||||||||||
| Total debt | ||||||||||||||
| Less: currently payable | ( | ( | ||||||||||||
| Long-term debt | $ | $ | ||||||||||||
(a) Issued by DH Europe Finance S.A. (“Danaher International”).
(b) Issued by DH Europe Finance II S.a.r.l. (“Danaher International II”).
(c) Issued by DH Switzerland Finance S.A. (“Danaher Switzerland”).
(d) Issued by DH Japan Finance S.A. (“Danaher Japan”).
(e) Issued by Danaher Corporation or Danaher International II.
(f) Issued by Danaher Corporation.
(g) Issued by Veralto Corporation.
15
Debt discounts, premiums and debt issuance costs totaled $135 million and $118 million as of September 29, 2023 and December 31, 2022, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of debt table above. 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, 2022 included in the Company’s 2022 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.
As of September 29, 2023, borrowings outstanding under the Company’s euro-denominated commercial paper program had a weighted average annual interest rate of 4.0 % and a weighted average remaining maturity of approximately 38 days.
Revolving Credit Facility
On August 11, 2023, the Company replaced its existing $5.0 billion unsecured, multiyear revolving credit facility with a third amended and restated $5.0 billion unsecured, multiyear revolving credit facility (the “Credit Facility”) with a syndicate of lenders. The Credit Facility expires on August 11, 2028, subject to a one-year extension option at the request of Danaher and with the consent of the lenders. The Credit Facility also contains an expansion option permitting Danaher to request up to five increases of up to an aggregate additional $2.5 billion from lenders that elect to make such increase available, upon the satisfaction of certain conditions. No borrowings were outstanding under the existing credit facility at the time it was replaced with the Credit Facility.
Borrowings under the Credit Facility bear interest as follows: (i) in the case of borrowings denominated in U.S. dollars, (1) Term Secured Overnight Financing Rate (“SOFR”) Loans (as defined in the Credit Facility) bear interest at a variable rate equal to the Term SOFR (as defined in the Credit Facility) plus a margin of between 58.5 and 101.5 basis points, depending on Danaher’s long-term debt credit rating; (2) Base Rate Committed Loans and Swing Line Loans (each as defined in the Credit Facility) bear interest at a variable rate equal to the highest of (a) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1%, (b) Bank of America’s “prime rate” as publicly announced from time to time, (c) Term SOFR (based on one-month interest period plus 1 %) and (d) 1 %, plus in each case a margin of between 0 to 1.5 basis points depending on Danaher’s long-term debt credit rating; and (ii) in the case of borrowings denominated in an Alternative Currency (as defined in the Credit Facility), Alternative Currency Loans and Swing Line Loans (each as defined in the Credit Facility) bear interest at the applicable variable benchmark rate plus, in each case, a margin of between 58.5 101.5 0.0 %. In addition, Danaher is required to pay a per annum facility fee of between 4.0 and 11.0 basis points (depending on Danaher’s long-term debt credit rating) based on the aggregate commitments under the Credit Facility, regardless of usage.
The Credit Facility requires Danaher to maintain a Consolidated Leverage Ratio (as defined in the Credit Facility) of 0.65 to 1.00 or less. Borrowings under the Credit Facility are prepayable at Danaher’s option at any time in whole or in part without premium or penalty.
Danaher’s obligations under the Credit Facility are unsecured. Danaher has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the Credit Facility. The Credit Facility contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants. Danaher intends to use the Credit Facility for liquidity support for Danaher’s U.S. dollar and euro-denominated commercial paper programs and for general corporate purposes.
Indebtedness Related to the Veralto Separation
In September 2023, the Company received net cash distributions of approximately $2.6 billion from Veralto as partial consideration for the Company’s contribution of assets to Veralto in connection with the Separation. Veralto financed these cash payments through the issuance of approximately $2.6 billion of debt, consisting of $700 million aggregate principal amount of 5.50 % senior unsecured bonds due 2026, $700 million aggregate principal amount of 5.35 % senior unsecured bonds due 2028, $700 million aggregate principal amount of 5.45 % senior unsecured bonds due 2033 and €500 million aggregate principal amount of 4.15 % senior unsecured bonds due 2031 (collectively, the “Veralto Debt”). Danaher initially guaranteed the Veralto Debt, and the guarantee automatically terminated effective as of the Distribution Date. As of September 29, 2023, Veralto was a wholly-owned, consolidated subsidiary of the Company, and as a result, the Company’s Consolidated Balance Sheet as of September 29, 2023 includes the Veralto Debt. The transfer of the liabilities associated with the Veralto Debt, as well as all other assets and liabilities transferred to Veralto, will be reflected in the Company's financial statements in the fourth quarter of 2023.
16
In addition, Veralto Corporation entered into a revolving credit agreement with a syndicate of lenders providing for a five-year $1.5 billion unsecured revolving credit facility (the “Veralto Credit Facility”). No amounts were outstanding under the Veralto Credit Facility at any time prior to the Separation. As of September 29, 2023, Veralto was in compliance with all covenants under the Veralto Credit Facility.
Guarantors of Debt
The Company has guaranteed long-term debt and commercial paper issued by certain of its wholly-owned finance subsidiaries: Danaher International, Danaher International II, Danaher Switzerland and Danaher Japan. 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. In addition, prior to the Separation, the Company guaranteed the long-term debt issued by Veralto Corporation. This guarantee terminated as of the time of the Separation.
NOTE 12. 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). 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 November 2032.
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. 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 2024 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). These instruments mature on dates ranging from October 2023 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 U.S. 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.
17
The following table summarizes the notional values as of September 29, 2023 and September 30, 2022 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 and nine-month periods ended September 29, 2023 and September 30, 2022 ($ in millions):
| Original Notional Amount | Notional Amount Outstanding | Gain (Loss) Recognized in OCI | Amounts Reclassified from OCI | ||||||||||||||||||||
| For the Three-Month Period Ended September 29, 2023: | |||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||
| Cross-currency contracts | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency denominated debt | |||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Cross-currency contracts | ( | ||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ||||||||||||||||||
| For the Three-Month Period Ended September 30, 2022: | |||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||
| Cross-currency contracts | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency denominated debt | |||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Cross-currency contracts | ( | ||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ||||||||||||||||||
| For the Nine-Month Period Ended September 29, 2023: | |||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||
| Cross-currency contracts | $ | $ | $ | ( | $ | ||||||||||||||||||
| Foreign currency denominated debt | |||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Cross-currency contracts | ( | ( | |||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ||||||||||||||||||
| For the Nine-Month Period Ended September 30, 2022: | |||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||
| Cross-currency contracts | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency denominated debt | |||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Cross-currency contracts | ( | ||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | ||||||||||||||||||
Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in OCI in Note 15, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as cash flow hedge adjustments in the schedule of changes in OCI in Note 15. The amount reclassified from other comprehensive income (loss) for the cross-currency swap derivative contracts that are cash flow hedges of the Company’s U.S. dollar-denominated debt was equal to the remeasurement amount recorded in the three and nine-month periods on the hedged debt.
18
The Company did not reclassify any other deferred gains or losses related to net investment hedges or cash flow hedges from accumulated other comprehensive income (loss) to earnings during the three and nine-month periods ended September 29, 2023 and September 30, 2022. In addition, the Company did not have any ineffectiveness related to net investment hedges or cash flow hedges during the three and nine-month periods ended September 29, 2023 and September 30, 2022, and, should they arise, any ineffective portions of the hedges would be reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The cash inflows and outflows associated with the Company’s derivative contracts designated as net investment hedges are classified in all other investing activities in the accompanying Consolidated Condensed Statements of Cash Flows. The cash inflows and outflows associated with the Company’s derivative contracts designated as cash flow hedges are classified in cash flows from operating activities in the accompanying Consolidated Condensed Statements of Cash Flows.
The Company’s derivative instruments, as well as its nonderivative debt instruments designated and qualifying as net investment hedges, were classified in the Company’s Consolidated Condensed Balance Sheets as follows ($ in millions):
| September 29, 2023 | December 31, 2022 | ||||||||||
| Derivative assets: | |||||||||||
| Other long-term assets | $ | $ | |||||||||
| Nonderivative hedging instruments: | |||||||||||
| Notes payable and current portion of long-term debt | |||||||||||
| Long-term debt | |||||||||||
Amounts related to the Company’s derivatives expected to be reclassified from accumulated other comprehensive income (loss) to net earnings during the next 12 months, if interest rates and foreign exchange rates remain unchanged, are not significant.
NOTE 13. DEFINED BENEFIT PLANS
The following sets forth the components of the Company’s net periodic benefit costs of the noncontributory defined benefit pension plans and other postretirement employee benefit plans ($ in millions):
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| U.S. pension benefits: | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | ( | ( | ( | ( | |||||||||||||||||||
| Expected return on plan assets | |||||||||||||||||||||||
| Amortization of actuarial loss | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of prior service cost | ( | ( | |||||||||||||||||||||
| Net periodic pension benefit | $ | $ | $ | $ | |||||||||||||||||||
| Non-U.S. pension benefits: | |||||||||||||||||||||||
| Service cost | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Interest cost | ( | ( | ( | ( | |||||||||||||||||||
| Expected return on plan assets | |||||||||||||||||||||||
| Amortization of actuarial gain (loss) | ( | ||||||||||||||||||||||
| Amortization of prior service credit | |||||||||||||||||||||||
| Settlement losses recognized | ( | ( | |||||||||||||||||||||
| Net periodic pension cost | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other postretirement employee benefit plans: | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of actuarial loss | ( | ( | |||||||||||||||||||||
| Amortization of prior service credit | |||||||||||||||||||||||
| Net periodic benefit cost | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
19
The service cost component of net periodic benefit costs is presented in cost of goods sold and selling, general and administrative expenses while the other cost components are presented in other income (expense), net. The Company’s net periodic pension cost for the nine-month period ended September 30, 2022 included a settlement loss of $10 million 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.
Employer Contributions
NOTE 14. COMMITMENTS AND CONTINGENCIES
The Company reviews the adequacy of its legal reserves on a quarterly basis and establishes reserves for loss contingencies that are both probable and reasonably estimable. For a further description of the Company’s litigation and contingencies, refer to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s 2022 Annual Report.
In connection with the Separation and in accordance with the separation and distribution and related agreements Danaher and Veralto entered into, the Company agreed to indemnify Veralto and its affiliates against certain damages and expenses that might occur in the future. These indemnification obligations cover a variety of liabilities, including, but not limited to, employee and tax matters.
The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty periods depend on the nature of the product and range from the date of such sale up to twenty years . The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor and in certain instances estimated property damage. As of September 29, 2023 and December 31, 2022, the Company had accrued warranty liabilities of $97 million and $95 million, respectively.
NOTE 15. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Stockholders’ Equity
On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. As of September 29, 2023, approximately 20 million shares remained available for repurchase pursuant to the Repurchase Program.
The following table summarizes the Company’s share activity (shares in millions):
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Preferred stock - shares issued: | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Conversion of MCPS to common stock | ( | ( | |||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Common stock - shares issued: | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Common stock-based compensation awards | |||||||||||||||||||||||
| Conversion of MCPS to common stock | |||||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
20
As of April 17, 2023, all outstanding shares of the Company’s 5.00 % MCPS Series B converted to common shares at a rate of 5.0175 common shares per share of preferred stock into an aggregate of 8.6 million shares of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Series B Preferred Stock. On April 15, 2022, all outstanding shares of the Company’s 4.75 % MCPS Series A converted to common shares at a rate of 6.6632 common shares per share of preferred stock into an aggregate of 11.0 million shares of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Series A Preferred Stock. For additional information on the MCPS, refer to Note 19 in the Company’s 2022 Annual Report.
Stock-Based Compensation
For a full description of the Company’s stock-based compensation programs, refer to Note 19 of the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s 2022 Annual Report. As of September 29, 2023, approximately 41 million shares of the Company’s common stock were reserved for issuance under the 2007 Omnibus Incentive Plan.
The following information about the Company's stock-based compensation programs includes amounts for both the Company's and Veralto's employees. In connection with the Separation and in accordance with the employee matters agreement Danaher and Veralto have entered into, the Company has made certain adjustments to the exercise price and the number of stock-based compensation awards with the intention of preserving the intrinsic value of the awards immediately prior to the Separation. Stock-based compensation awards have been converted into awards of the company that employs the employee post-separation, and Veralto has responsibility for the awards that were converted into Veralto awards. The adjustment to the Company’s stock-based compensation awards as a result of the Separation is not expected to have a significant impact to the Company’s stock compensation expense. Stock-based compensation disclosures reflecting the impact of the Separation will be included in the Company's Annual Report on Form 10-K for the year ending December 31, 2023.
The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| RSUs/PSUs: | |||||||||||||||||||||||
| Pretax compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| RSU/PSU expense, net of income taxes | |||||||||||||||||||||||
| Stock options: | |||||||||||||||||||||||
| Pretax compensation expense | |||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Stock option expense, net of income taxes | |||||||||||||||||||||||
| Total stock-based compensation: | |||||||||||||||||||||||
| Pretax compensation expense | |||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Total stock-based compensation expense, net of income taxes | $ | $ | $ | $ | |||||||||||||||||||
Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of September 29, 2023, $222 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately two years . As of September 29, 2023, $269 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years . Future compensation amounts will be adjusted for any changes in estimated forfeitures.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income (loss) refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, as well as the impact from the Company’s hedges of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impacts.
21
The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions).
| Foreign Currency Translation Adjustments | Pension and Postretirement Plan Benefit Adjustments | Cash Flow Hedge Adjustments | Accumulated Comprehensive Income (Loss) | ||||||||||||||||||||||||||
For the Three-Month Period Ended September 29, 2023: | |||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||||||||
| Increase (decrease) | ( | ( | |||||||||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||||||||
| Increase (decrease) | (a) | ( | (b) | ( | |||||||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||||||||
| Reclassification adjustments, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Net other comprehensive income (loss), net of income taxes | ( | ( | ( | ||||||||||||||||||||||||||
| Balance, September 29, 2023 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| For the Three-Month Period Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Balance, July 1, 2022 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||||||||
| Increase (decrease) | ( | ( | |||||||||||||||||||||||||||
| Income tax impact | ( | ( | ( | ||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||||||||
| Increase (decrease) | (a) | ( | (b) | ( | |||||||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||||||||
| Reclassification adjustments, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Net other comprehensive income (loss), net of income taxes | ( | ( | ( | ||||||||||||||||||||||||||
Balance, September 30, 2022 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
22
| Foreign Currency Translation Adjustments | Pension and Postretirement Plan Benefit Adjustments | Cash Flow Hedge Adjustments | Accumulated Comprehensive Income (Loss) | ||||||||||||||||||||||||||
| For the Nine-Month Period Ended September 29, 2023: | |||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||||||||
| Increase (decrease) | ( | ( | ( | ||||||||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of income taxes | ( | ( | ( | ||||||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||||||||
| Increase (decrease) | (a) | ( | (b) | ( | |||||||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||||||||
| Reclassification adjustments, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Net other comprehensive income (loss), net of income taxes | ( | ( | ( | ||||||||||||||||||||||||||
| Balance, September 29, 2023 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| For the Nine-Month Period Ended September 30, 2022: | |||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||||||||
| Increase (decrease) | ( | ( | |||||||||||||||||||||||||||
| Income tax impact | ( | ( | ( | ||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||||||||
| Increase (decrease) | (a) | ( | (b) | ( | |||||||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||||||||
| Reclassification adjustments, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Net other comprehensive income (loss), net of income taxes | ( | ( | ( | ||||||||||||||||||||||||||
Balance, September 30, 2022 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost (refer to Notes 8 and 13 for additional details).
(b) Reflects reclassification to earnings related to cash flow hedges of certain long-term debt (refer to Note 12 for additional details).
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of Danaher Corporation’s (“Danaher,” the “Company,” “we,” “us” or “our”) financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. The MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations. The Company’s MD&A is divided into five sections:
•Information Relating to Forward-Looking Statements
•Overview
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Estimates
You should read this discussion along with the Company’s MD&A and audited financial statements and Notes thereto as of and for the year ended December 31, 2022, included in the Company’s 2022 Annual Report and the Company’s Consolidated Condensed Financial Statements and related Notes as of and for the three and nine-month periods ended September 29, 2023 included in this Quarterly Report on Form 10-Q (“Report”).
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Report, in other documents we file with or furnish to the Securities and Exchange Commission, in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, asset values, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, customer demand, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs, initial public offerings, other securities offerings, or other distributions, strategic opportunities, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of COVID-19 and military conflicts on our business, results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.
Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Important factors that in some cases have affected us in the past and that in the future could cause actual results to differ materially from those envisaged in the forward-looking statements include the following:
Business and Strategic Risks
•The COVID-19 pandemic, and declines in demand as the pandemic has evolved to endemic status, have adversely impacted and could in the future continue to adversely impact elements of our business and financial statements. Other conditions in the global economy, the particular markets we serve and the financial markets can also adversely affect our business and financial statements.
24
•We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce the prices we charge.
•Our growth depends on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation. Our growth can also suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
•The healthcare industry and related industries that we serve are undergoing significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.
•Non-U.S. economic, political, legal, compliance, social and business factors (including military conflicts) can negatively affect our business and financial statements.
•Collaborative partners and other third-parties we rely on for development, supply and/or marketing of certain products, potential products and technologies could fail to perform sufficiently.
Acquisitions, Divestitures and Investment Risks
•Any inability to consummate acquisitions at our historical rate and appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our business.
•Our acquisition of businesses, investments, joint ventures and other strategic relationships could also negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities related thereto. In addition, acquisitions (including Danaher’s pending acquisition of Abcam plc) can be difficult to complete on the anticipated timetable or at all for a number of reasons, including the uncertainty of regulatory approvals and the timing or conditionality thereof, and the parties' ability to satisfy the acquisition agreement conditions, including as applicable the receipt of shareholder approval.
•Divestitures or other dispositions (including the Veralto Separation) could negatively impact our business, and contingent liabilities from Veralto or from other businesses that we or our predecessors have disposed or will dispose in the future could adversely affect our business and financial statements. For example, we could incur significant liability if the Veralto Separation or any of the other split-off or spin-off transactions we have previously consummated are determined to be a taxable transaction or otherwise pursuant to our indemnification obligations with respect to such transactions.
Operational Risks
•Significant disruptions in, or breaches in security of, our information technology (“IT”) systems or data; data privacy violations; other losses or disruptions to facilities, supply chains, distribution systems or IT systems due to catastrophe; and labor disputes can all adversely affect our business and financial statements.
•Defects and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.
•Our financial results are subject to fluctuations in the cost and availability of the supplies (including commodities) we use in, and the labor we need for, our operations. Over the past year, we have at times experienced to varying degrees supply chain disruptions including in some cases shortages of supply, cost inflation and shipping delays, labor availability constraints and labor cost increases.
•Climate change, legal or regulatory measures to address climate change and any inability to address stakeholder expectations with respect to climate change, may negatively affect us.
•Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.
•Our restructuring actions can have long-term adverse effects on our business and financial statements.
Intellectual Property Risks
•Any inability to adequately protect or avoid third-party infringement of our intellectual property, and third-party claims we are infringing intellectual property rights, can adversely affect our business and financial statements.
25
•The U.S. government has certain rights with respect to incremental production capacity attributable to, and/or the intellectual property we have developed using, government financing. In addition, in times of national emergency the U.S. government has authority to control our allocation of manufacturing capacity.
Financial and Tax Risks
•Our outstanding debt has increased significantly as a result of acquisitions, and we may incur additional debt. Such indebtedness may limit our operations and use of cash flow and negatively impact our credit ratings; and failure to comply with our indebtedness-related covenants could adversely affect our business and financial statements.
•Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in our tax rates (including as a result of changes in tax laws) or income tax liabilities/assessments, the outcome of tax audits, financial market risks related to our defined benefit pension plans, health care costs and recognition of impairment charges for our goodwill or other intangible assets.
Legal, Regulatory, Compliance and Reputational Risks
•Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.
•Our businesses are subject to extensive regulation (including those applicable to the healthcare industry). Failure to comply with those regulations (including by our employees, agents or business partners) or significant developments or changes in laws or policies can adversely affect our business and financial statements.
•With respect to the regulated medical devices we offer, product introductions or modifications may require regulatory clearance or authorizations and we could be required to recall or cease marketing such products; off-label marketing could result in penalties; and clinical trials may have results that are unexpected or are perceived unfavorably by the market, all of which could adversely affect our business and financial statements.
•We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.
•Our operations, products and services also expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business and financial statements.
•Our By-law exclusive forum provisions could limit our stockholders’ ability to choose their preferred judicial forum for disputes.
See “Part I—Item 1A. Risk Factors” of the Company’s 2022 Annual Report for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
OVERVIEW
General
As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors and increasing regulation. The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and high-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to globalize its manufacturing, research and development and customer-facing resources (particularly in high-growth markets) to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.
26
Business Performance and Outlook
During the third quarter of 2023, the Company’s overall revenues decreased 10.5% compared to the comparable period of 2022. Core sales decreased 11.5% in the third quarter of 2023 compared to the comparable prior year period due primarily to the decline of demand for COVID-19-related products, and to a lesser extent declines in demand for other products and services. The impact of currency translation increased reported sales 0.5% in the third quarter of 2023 compared to the comparable prior year period. For the nine-month period ended September 29, 2023, overall revenues decreased 8.0% and core sales decreased 7.5% compared to the comparable prior year period due primarily to the decline of demand for COVID-19-related products, partially offset by increases in demand for other products and services. The impact of currency translation decreased reported sales by 1.0% in the nine-month period compared to the comparable prior year period. For the definition of “core sales” refer to “—Results of Operations” below.
Geographically, the Company’s sales in the three-month period ended September 29, 2023 in developed markets decreased year-over-year by 11% driven primarily by decreased sales in North America, and to a lesser extent in Western Europe. For the same period, core sales in developed markets declined at a low-double digit rate, with the declines primarily attributable to the same geographic regions. The decline in core sales was primarily driven by reduced demand for products and services related to diagnostic testing associated with COVID-19 in North America and Western Europe and a reduction in year-over-year demand in the Biotechnology segment. For the same period, sales in high-growth markets decreased year-over-year by 9% due primarily to mid-teens core revenue declines in China, led by declines in the Biotechnology segment due to deterioration in the funding environment and lower underlying activity levels. For the same period, core sales in high-growth markets declined at a high-single digit rate, with the declines primarily attributable to the same geographic factor. High-growth markets represented approximately 31% of the Company’s total sales in the third quarter of 2023. For additional information regarding the Company’s sales by geographical region during the three and nine-month periods ended September 29, 2023 and September 30, 2022, refer to Note 5 to the accompanying Consolidated Condensed Financial Statements.
The Company’s net earnings for the three and nine-month periods ended September 29, 2023 totaled approximately $1.1 billion and $3.7 billion, respectively, compared to approximately $1.6 billion and $5.0 billion, respectively, for the three and nine-month periods ended September 30, 2022. Net earnings attributable to common stockholders for the three and nine-month periods ended September 29, 2023 totaled approximately $1.1 billion or $1.51 per diluted common share and approximately $3.7 billion or $4.94 per diluted common share, respectively, compared to approximately $1.6 billion or $2.10 per diluted common share and approximately $4.9 billion or $6.67 per diluted common share, respectively, for the three and nine-month periods ended September 30, 2022. Decreased core sales in the 2023 period drove the year-over-year decrease in net earnings and diluted net earnings per common share for both the three and nine-month periods ended September 29, 2023.
In an effort to moderate inflationary pressure, the U.S. Federal Reserve and other central banks around the world have raised interest rates, which has tightened the global credit environment. While the Company’s interest costs and liquidity were not significantly impacted during the three and nine-month periods ended September 29, 2023 by this credit tightening due to the significant cash flow generated from the Company’s operations and the predominantly fixed-interest rates of the Company’s outstanding borrowings, the credit tightening has adversely impacted demand from certain of the Company’s customers, including emerging biotechnology companies.
In response to the attack in Israel and the subsequent hostilities, the Company is continuing to monitor the social, political and economic environment in Israel and in the region for any impact on its operations and value chain. As of December 31, 2022, the Company’s net investment in property, plant and equipment in Israel was less than $1 million. For the year ended December 31, 2022, sales to Israel were less than $100 million. While we are monitoring the conflict, as of the date of this report we do not expect the conflict will have a material impact on our business.
The COVID-19 Pandemic
Overall conditions related to COVID-19 have improved in 2023 compared to 2022 (including the announcement on April 10, 2023 that the U.S. public health emergency related to COVID-19 ended). The Company has deployed our capabilities, expertise and scale to address the critical health needs related to COVID-19, including making available diagnostic tests for the rapid detection of COVID-19 and support for production of vaccines and therapies for COVID-19. Demand for the Company’s products that support COVID-19 related vaccines and therapeutics (including related to research and development that seeks to prevent or mitigate similar, future pandemics) decreased in both the three and nine-month periods ended September 29, 2023 versus the comparable periods of 2022. The Company expects overall demand for these products to continue to decrease in the fourth quarter of 2023 compared to the fourth quarter of 2022 in response to COVID-19 evolving to an endemic status. Additionally, demand for the Company’s products that support COVID-19 testing is expected to continue to fluctuate, corresponding to fluctuations in COVID-19 cases in particular geographies. Demand for the Company’s COVID-19 related testing products decreased in the three and nine-month
27
periods ended September 29, 2023 versus the comparable periods of 2022. In response to COVID-19 evolving to an endemic status, the Company continues to review and adjust its cost structure.
For additional information on the risks of COVID-19 to the Company’s operations, refer to the “Part I—Item 1A. Risk Factors” section of the Company’s 2022 Annual Report and “Information Relating to Forward-Looking Statements” in Part I, Item 2 of this Report.
Pending Acquisition
On August 28, 2023, the Company entered into a definitive agreement to acquire all of the outstanding shares of Abcam plc (“Abcam”) for a cash purchase price of approximately $5.7 billion, including assumed indebtedness and net of acquired cash (the “Abcam Acquisition”). Abcam is a leading global supplier of protein consumables, including highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research and diagnostics. Abcam generated revenues of £362 million in 2022. The Company expects to include the Abcam business within its Life Sciences segment. The transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals and Abcam shareholder approval.
The Company expects to finance the Abcam Acquisition using cash on hand and/or the proceeds from the issuance of commercial paper.
Separation of the Environmental & Applied Solutions Business
Effective as of September 30, 2023, the Company completed the separation of its former Environmental & Applied Solutions business to Veralto Corporation (the “Separation”). As the disposition occurred during the fourth quarter of 2023, the Company will classify Veralto as a discontinued operation in its historical financial statements beginning with the fourth quarter of 2023. For additional information, refer to Note 3 to the accompanying Consolidated Condensed Financial Statements
Currency Exchange Rates
Currency exchange rates increased reported sales by approximately 0.5% for the three-month period and decreased reported sales by approximately 1.0% for the nine-month period ended September 29, 2023 compared to the comparable periods of 2022, primarily due to the exchange rates of the U.S. dollar compared to the euro and most other major currencies in 2023. If the currency exchange rates in effect as of September 29, 2023 were to prevail throughout the remainder of 2023, currency exchange rates would be essentially flat relative to the fourth quarter of 2022 and full year 2023 sales would decrease by approximately 0.5% on a year-over-year basis. Strengthening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of September 29, 2023 would adversely impact the Company’s sales on an overall basis, and any weakening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of September 29, 2023 would positively impact the Company’s sales and results of operations for the remainder of the year.
RESULTS OF OPERATIONS
Non-GAAP Measures
In this report, references to the non-GAAP measures of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to U.S. GAAP, but excluding:
•sales from acquired businesses (as defined below, as applicable); and
•the impact of currency translation.
References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less any sales and operating profit, during the applicable period, attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between:
•the period-to-period change in revenue (excluding sales from acquired businesses (as defined above, as applicable)); and
•the period-to-period change in revenue (excluding sales from acquired businesses (as defined above, as applicable)) after applying current period foreign exchange rates to the prior year period.
Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting this non-GAAP financial measure provides useful information to investors by helping identify underlying growth trends in Danaher’s
28
business and facilitating comparisons of Danaher’s revenue performance with its performance in prior and future periods and to Danaher’s peers. Management also uses this non-GAAP financial measure to measure the Company’s operating and financial performance and uses core sales growth as one of the performance measures in the Company’s executive short-term cash incentive compensation program. The Company excludes the effect of currency translation from this measure because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and excludes the effect of acquisitions and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.
Throughout this discussion, references to sales growth or decline refer to the impact of both price and unit sales and references to productivity improvements generally refer to improved cost-efficiencies resulting from the ongoing application of the Danaher Business System.
Sales (Decline) Growth and Core Sales (Decline) Growth
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | ||||||||||
| Total sales (decline) growth (GAAP) | (10.5) | % | (8.0) | % | |||||||
| Impact of: | |||||||||||
| Acquisitions/divestitures | (0.5) | % | (0.5) | % | |||||||
| Currency exchange rates | (0.5) | % | 1.0 | % | |||||||
| Core sales (decline) growth (non-GAAP) | (11.5) | % | (7.5) | % | |||||||
2023 Sales Compared to 2022
Total sales decreased 10.5% and 8.0% during the three and nine-month periods ended September 29, 2023 compared to the three and nine-month periods ended September 30, 2022, respectively, primarily as a result of the decrease in core sales due to the factors discussed below by segment. The impact of currency translation increased reported sales 0.5% on a year-over-year basis during the three-month period ended September 29, 2023, primarily due to the year-over-year impact of the weakening of the U.S. dollar against most other major currencies for the three-month period, and decreased reported sales 1.0% on a year-over-year basis during the nine-month period ended September 29, 2023, primarily due to the year-over-year impact of the strengthening of the U.S. dollar against the euro and most other major currencies for the nine-month period. Price increases contributed 3.0% to sales growth on a year-over-year basis during both the three and nine-month periods ended September 29, 2023 and are reflected as a component of core sales decline above.
Operating Profit Performance
Operating profit margins decreased 540 basis points from 26.3% during the three-month period ended September 30, 2022 to 20.9% for the three-month period ended September 29, 2023. The following factors unfavorably impacted year-over-year operating profit margin:
•Lower third quarter 2023 core sales, the impact of product mix and reduced leverage in the Company’s operational and administrative cost structure - 470 basis points
•Third quarter 2023 costs incurred related to preparation for the separation of the Company's Environmental & Applied Solutions business - 55 basis points
•Third quarter 2023 impairment charges related to a trade name in the Environmental & Applied Solutions segment - 10 basis points
•The incremental dilutive effect in 2023 of acquired businesses - 5 basis points
Operating profit margins decreased 570 basis points from 27.7% during the nine-month period ended September 30, 2022 to 22.0% for the nine-month period end September 29, 2023.
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were unfavorably impacted by:
•Lower 2023 core sales, the impact of product mix, inventory write-offs and reduced leverage in the Company’s operational and administrative cost structure - 510 basis points
•First nine months of 2023 costs incurred related to preparation for the separation of the Company's Environmental & Applied Solutions business - 45 basis points
29
•Second quarter 2023 impairment charges related to technology and other assets in the Biotechnology segment and customer relationships in the Environmental & Applied Solutions segments and a third quarter 2023 impairment charge related to a trade name in the Environmental & Applied Solutions segment, net of a second quarter 2022 impairment charge related to technology and customer relationships in the Environmental & Applied Solutions segment - 20 basis points
•The incremental dilutive effect in 2023 of acquired businesses - 10 basis points
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were favorably impacted by:
•First nine months of 2022 impairments of accounts receivable and inventory as well as accruals for contractual obligations in Russia - 15 basis points
Business Segments
Sales by business segment for each of the periods indicated were as follows ($ in millions):
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Biotechnology | $ | 1,664 | $ | 2,053 | $ | 5,413 | $ | 6,535 | |||||||||||||||
| Life Sciences | 1,706 | 1,723 | 5,211 | 5,090 | |||||||||||||||||||
| Diagnostics | 2,254 | 2,679 | 6,861 | 7,884 | |||||||||||||||||||
| Environmental & Applied Solutions | 1,249 | 1,208 | 3,712 | 3,593 | |||||||||||||||||||
| Total | $ | 6,873 | $ | 7,663 | $ | 21,197 | $ | 23,102 | |||||||||||||||
For information regarding the Company’s sales by geographical region, refer to Note 5 to the accompanying Consolidated Condensed Financial Statements.
BIOTECHNOLOGY
The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of tools, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines. The biotherapeutics that the Company’s solutions support range from replacement therapies such as insulin, vaccines, recombinant proteins and other biologic drugs, to novel cell, gene, mRNA and other nucleic acid therapies.
Biotechnology Selected Financial Data
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | |||||||||||||||||||
| Sales | $ | 1,664 | $ | 2,053 | $ | 5,413 | $ | 6,535 | |||||||||||||||
| Operating profit | 417 | 691 | 1,493 | 2,315 | |||||||||||||||||||
| Depreciation | 40 | 40 | 119 | 127 | |||||||||||||||||||
| Amortization of intangible assets | 214 | 197 | 649 | 616 | |||||||||||||||||||
| Operating profit as a % of sales | 25.1 | % | 33.7 | % | 27.6 | % | 35.4 | % | |||||||||||||||
| Depreciation as a % of sales | 2.4 | % | 1.9 | % | 2.2 | % | 1.9 | % | |||||||||||||||
| Amortization as a % of sales | 12.9 | % | 9.6 | % | 12.0 | % | 9.4 | % | |||||||||||||||
Sales (Decline) Growth and Core Sales (Decline) Growth
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | ||||||||||||||||
| Total sales (decline) growth (GAAP) | (19.0) | % | (17.0) | % | |||||||||||||
| Impact of: | |||||||||||||||||
| Acquisitions/divestitures | (0.5) | % | — | % | |||||||||||||
| Currency exchange rates | (1.5) | % | 0.5 | % | |||||||||||||
| Core sales (decline) growth (non-GAAP) | (21.0) | % | (16.5) | % | |||||||||||||
30
Price increases in the segment contributed 5.0% and 4.0% to sales growth on a year-over-year basis during the three and nine-month periods ended September 29, 2023, respectively, and are reflected as a component of core sales decline above.
Total segment sales decreased 19.0% and 17.0% during the three and nine-month periods, respectively, led by decreased core sales in both periods resulting from the factors discussed below, particularly lower year-over-year sales related to COVID-19 and lower core sales in the bioprocessing business. The impact of acquisitions and changes in currency exchange rates increased sales in the three-month period, while the impact of changes in currency exchange rates decreased sales in the nine-month period. In both periods, total segment core sales decreased in North America, China and Western Europe. Core sales in the bioprocessing business decreased year-over-year during both the three and nine-month periods primarily due to lower end-customer demand for COVID-19 related therapeutics and vaccines and the reduction of customer inventory levels. Bioprocessing business core sales decreased more than 20% in the three-month period and decreased approximately 45% in China in the same period. Core sales in the discovery and medical business decreased year-over-year during both the three and nine-month periods due to lower demand for lab filtration, medical and diagnostics and genomics product lines, partially offset by increased demand for protein research products. Additionally, the Company believes that the tightening credit environment also contributed to a reduction in year-over-year demand from emerging biotechnology companies during both periods as these customers continued to preserve capital. The Company expects the impact of reduced demand and reduction of customer inventory levels to continue at least through the remainder of the year.
Operating Profit Performance
Operating profit margins decreased 860 basis points during the three-month period ended September 29, 2023 as compared to the comparable period of 2022.
Third quarter 2023 vs. third quarter 2022 operating profit margin comparisons were unfavorably impacted by:
•Lower third quarter 2023 core sales, the impact of product mix, higher amortization expense and reduced leverage in the Company’s operational and administrative cost structure - 865 basis points
Third quarter 2023 vs. third quarter 2022 operating profit margin comparisons were favorably impacted by:
•Incremental accretive effect in 2023 of acquired businesses - 5 basis points
Operating profit margins decreased 780 basis points during the nine-month period ended September 29, 2023 as compared to the comparable period of 2022.
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were unfavorably impacted by:
•Lower 2023 core sales, the impact of product mix, inventory write-offs, higher amortization expense and reduced leverage in the Company’s operational and administrative cost structure - 710 basis points
•Second quarter 2023 impairment charges related to technology and other assets - 80 basis points
•Incremental dilutive effect in 2023 of acquired businesses - 10 basis points
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were favorably impacted by:
•First nine months of 2022 impairments of accounts receivable and inventory in Russia - 20 basis points
Amortization of intangible assets as a percentage of sales increased during both the three and nine-month periods ended September 29, 2023 as compared with 2022, primarily as a result of the decrease in sales and to a lesser extent increased year-over year amortization from the change of a trade name from indefinite-lived to definite-lived.
LIFE SCIENCES
The Life Sciences segment offers a broad range of instruments and consumables that are primarily used by customers to study the basic building blocks of life, including DNA and RNA, nucleic acid, proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new drugs, vaccines and gene editing technologies. Additionally, the segment provides products and consumables used to filter and remove contaminants from a variety of liquids and gases in many end-market applications.
31
Life Sciences Selected Financial Data
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | |||||||||||||||||||
| Sales | $ | 1,706 | $ | 1,723 | $ | 5,211 | $ | 5,090 | |||||||||||||||
| Operating profit | 313 | 354 | 974 | 1,022 | |||||||||||||||||||
| Depreciation | 31 | 29 | 92 | 84 | |||||||||||||||||||
| Amortization of intangible assets | 104 | 103 | 313 | 315 | |||||||||||||||||||
| Operating profit as a % of sales | 18.3 | % | 20.5 | % | 18.7 | % | 20.1 | % | |||||||||||||||
| Depreciation as a % of sales | 1.8 | % | 1.7 | % | 1.8 | % | 1.7 | % | |||||||||||||||
| Amortization as a % of sales | 6.1 | % | 6.0 | % | 6.0 | % | 6.2 | % | |||||||||||||||
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | ||||||||||
| Total sales growth (GAAP) | (1.0) | % | 2.5 | % | |||||||
| Impact of: | |||||||||||
| Acquisitions/divestitures | (1.0) | % | (1.0) | % | |||||||
| Currency exchange rates | (0.5) | % | 1.0 | % | |||||||
| Core sales growth (non-GAAP) | (2.5) | % | 2.5 | % | |||||||
Price increases in the segment contributed 4.0% to sales growth on a year-over-year basis during both the three and nine-month periods ended September 29, 2023 and are reflected as a component of core sales growth.
Total segment sales decreased 1.0% during the three-month period and increased 2.5% during the nine-month period. Total segment core sales decreased year-over-year in the three-month period as a result of the decline in COVID-19 related sales and weakness at pharma and biopharma customers, partially offset by the impact of acquisitions and currency exchange rates. Total segment core sales increased year-over-year in the nine-month period as a result of increased demand in the life science research, academic and applied end-markets and the impact of acquisitions, partially offset by the decline in COVID-19 related sales, weakness at pharma and biopharma customers and the impact of currency exchange rates. Geographically, overall segment core sales decreased in the three-month period in North America and to a lesser extent, China, partially offset by Western Europe. Core sales increased in the nine-month period in Western Europe and China, partially offset by declines in North America. In the three-month period, the decrease in core sales was driven by the flow cytometry, genomics, lab automation, centrifugation, particle counting and characterization business due to reduced demand across most product lines and in the genomics medicine business from reduced demand in next generation sequencing and basic research. These declines were partially offset by increased core sales in the industrial filtration business. In the nine-month period, the increase in core sales was driven by the industrial filtration business, the mass spectrometry business and the microscopy business. These increases were partially offset by lower core sales in the genomics medicine business as a result of reduced demand for COVID-19 related products and to a lesser extent from reduced demand in next generation sequencing and basic research, net of increased demand for plasmids, proteins and gene writing and editing solutions.
Operating Profit Performance
Operating profit margins decreased 220 basis points during the three-month period ended September 29, 2023 as compared to the comparable period of 2022. The following factors unfavorably impacted year-over-year operating profit margin:
•Lower third quarter 2023 core sales, the impact of product mix and reduced leverage in the Company’s operational and administrative cost structure - 195 basis points
•The incremental dilutive effect in 2023 of acquired businesses - 25 basis points
Operating profit margins decreased 140 basis points during the nine-month period ended September 29, 2023 as compared to the comparable period of 2022.
32
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were unfavorably impacted by:
•The impact of product mix and reduced leverage in the Company’s operational and administrative cost structure, net of higher 2023 core sales - 155 basis points
•The incremental dilutive effect in 2023 of acquired businesses - 35 basis points
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were favorably impacted by:
•First nine months of 2022 impairments of accounts receivable and inventory as well as accruals for contractual obligations in Russia - 50 basis points
DIAGNOSTICS
The Diagnostics segment offers clinical instruments, reagents, consumables, software and services that hospitals, physicians’ offices, reference laboratories and other critical care settings use to diagnose disease and make treatment decisions.
Diagnostics Selected Financial Data
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | |||||||||||||||||||
| Sales | $ | 2,254 | $ | 2,679 | $ | 6,861 | $ | 7,884 | |||||||||||||||
| Operating profit | 539 | 761 | 1,640 | 2,447 | |||||||||||||||||||
| Depreciation | 93 | 98 | 282 | 290 | |||||||||||||||||||
| Amortization of intangible assets | 49 | 50 | 149 | 151 | |||||||||||||||||||
| Operating profit as a % of sales | 23.9 | % | 28.4 | % | 23.9 | % | 31.0 | % | |||||||||||||||
| Depreciation as a % of sales | 4.1 | % | 3.7 | % | 4.1 | % | 3.7 | % | |||||||||||||||
| Amortization as a % of sales | 2.2 | % | 1.9 | % | 2.2 | % | 1.9 | % | |||||||||||||||
Sales (Decline) Growth and Core Sales (Decline) Growth
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | ||||||||||
| Total sales (decline) growth (GAAP) | (16.0) | % | (13.0) | % | |||||||
| Impact of: | |||||||||||
| Currency exchange rates | 0.5 | % | 1.5 | % | |||||||
| Core sales (decline) growth (non-GAAP) | (15.5) | % | (11.5) | % | |||||||
Price increases in the segment contributed 1.0% to sales growth on a year-over-year basis during both the three and nine-month periods ended September 29, 2023 and are reflected as a component of core sales decline.
Total segment sales decreased 16.0% and 13.0% during the three and nine-month periods, respectively, primarily as a result of decreased core sales resulting from the factors discussed below, particularly lower year-over-year core sales of molecular diagnostics tests for COVID-19, and to a lesser extent due to the impact of changes in currency exchange rates. In both periods, overall segment core sales declines were driven primarily by year-over-year declines in North America, and to a lesser extent in Western Europe. During both the three and nine-month periods, core sales in the molecular diagnostics business decreased on a year-over-year basis as the business experienced declines in sales of diagnostic test solutions for COVID-19, partially offset by increased sales of non-respiratory disease tests, which increased over 20% in the three-month period. Core sales in the segment’s clinical diagnostics businesses grew on a year-over-year basis in both the three and nine-month periods, led by the clinical lab business in North America, and to a lesser extent, the acute care and pathology businesses.
Operating Profit Performance
Operating profit margins decreased 450 basis points during the three-month period ended September 29, 2023 as compared to the comparable period of 2022. The following factors unfavorably impacted year-over-year operating profit margin:
•Lower third quarter 2023 core sales, the impact of product mix and reduced leverage in the Company’s operational and administrative cost structure - 445 basis points
33
•The incremental dilutive effect in 2023 of acquired businesses - 5 basis points
Operating profit margins decreased 710 basis points during the nine-month period ended September 29, 2023 as compared to the comparable period of 2022.
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were unfavorably impacted by:
•Lower 2023 core sales, the impact of product mix and reduced leverage in the Company’s operational and administrative cost structure - 710 basis points
•The incremental dilutive effect in 2023 of acquired businesses - 5 basis points
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were favorably impacted by:
•First nine months of 2022 impairments of accounts receivable and inventory as well as accruals for contractual obligations in Russia - 5 basis points
Depreciation and amortization increased as a percentage of sales during both the three and nine-month periods ended September 29, 2023, primarily as a result of the decrease in sales.
ENVIRONMENTAL & APPLIED SOLUTIONS
The businesses that comprised Danaher’s Environmental & Applied Solutions segment prior to the Separation are a provider of essential technology solutions, unified under a common purpose of Safeguarding the World’s Most Vital ResourcesTM, to support customers to address large global challenges including environmental resource sustainability, water scarcity, management of severe weather events, food and pharmaceutical security and the impact of an aging workforce.
The Company’s water quality business provides proprietary precision instrumentation and advanced water treatment technologies to help measure, analyze and treat the world’s water in residential, commercial, municipal, industrial, research and natural resource applications. In addition to instrumentation, the water quality businesses also provide chemical reagents, services and digital solutions. The Company’s product identification business provides marking and coding, and packaging and color instrumentation and related consumables for brand owners and consumer packaged goods companies that enable speed to market as well as traceability and quality control of their products. The product identification business’s solutions help customers across consumer, pharmaceutical and industrial sectors to bring products to market, mark packaging in compliance with industry and regulatory standards and convey the safety of products to their customers.
Effective as of September 30, 2023, the first day of the Company’s fourth quarter of 2023, the Company completed the separation of its former Environmental & Applied Solutions business to Veralto.
Environmental & Applied Solutions Selected Financial Data
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | |||||||||||||||||||
| Sales | $ | 1,249 | $ | 1,208 | $ | 3,712 | $ | 3,593 | |||||||||||||||
| Operating profit | 286 | 286 | 887 | 829 | |||||||||||||||||||
| Depreciation | 9 | 10 | 29 | 31 | |||||||||||||||||||
| Amortization of intangible assets | 12 | 11 | 36 | 38 | |||||||||||||||||||
| Operating profit as a % of sales | 22.9 | % | 23.7 | % | 23.9 | % | 23.1 | % | |||||||||||||||
| Depreciation as a % of sales | 0.7 | % | 0.8 | % | 0.8 | % | 0.9 | % | |||||||||||||||
| Amortization as a % of sales | 1.0 | % | 0.9 | % | 1.0 | % | 1.1 | % | |||||||||||||||
34
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | ||||||||||
| Total sales growth (GAAP) | 3.5 | % | 3.5 | % | |||||||
| Impact of: | |||||||||||
| Acquisitions/divestitures | (0.5) | % | (0.5) | % | |||||||
| Currency exchange rates | (2.0) | % | — | % | |||||||
| Core sales growth (non-GAAP) | 1.0 | % | 3.0 | % | |||||||
Price increases in the segment contributed 3.5% and 4.5% to sales growth on a year-over-year basis during the three and nine-month periods ended September 29, 2023, respectively, and are reflected as a component of core sales growth.
Total segment sales increased 3.5% during both the three and nine-month periods. In the three-month period, the increase was a result of core sales growth driven by the factors discussed below, changes in currency exchange rates and acquisitions. In the nine-month period, the increase was primarily as a result of core sales growth driven by the factors discussed below, and to a lesser extent acquisitions.
Core sales in the segment’s water quality businesses increased at a low-single and mid-single digit rate during the three and nine-month periods ended September 29, 2023, respectively, compared to the comparable periods of 2022. The increase in core sales in the three-month period was driven primarily by the chemical treatment solutions and ultraviolet water disinfection product lines. The increase in core sales in the nine-month period was driven primarily by the analytical instrumentation product line, and to a lesser extent by the chemical treatment solutions product line. Geographically, the increase in core sales in both periods was led primarily by North America, and to a lesser extent by Western Europe, partially offset by China. Core sales in the business’ chemical treatment solutions product line increased year-over-year during both the three and nine-month periods as a result of increased core sales across most major end-markets. Core sales in the business’ ultraviolet water disinfection product line increased year-over-year during the three-month period, driven by demand in the municipal and residential end-markets. Year-over-year core sales in the analytical instrumentation product line increased in the nine-month period driven by the industrial and municipal end-markets in the developed markets, partially offset by lower demand in China.
Core sales in the segment’s product identification businesses decreased at a low-single digit rate during both the three and nine-month periods ended September 29, 2023 compared to the comparable periods of 2022. The decrease in core sales was primarily driven by the packaging and color solutions business in the three-month period and both the marking and coding business and the packaging and color solutions business in the nine-month period. Geographically, the decrease in core sales in the three-month period was led primarily by China and North America, partially offset by Latin America, and in the nine-month period was led by North America and China, partially offset by Latin America and Western Europe. For the packaging and color solutions business, core sales decreased in both the three and nine-month periods primarily driven by reduced capital spending across the consumer packaged goods and industrial end-markets. Core sales in the marking and coding business was essentially flat in the three-month period and decreased during the nine-month period driven by lower demand in the consumer packaged goods and industrial end-markets.
Operating Profit Performance
Operating profit margins decreased 80 basis points during the three-month period ended September 29, 2023 as compared to the comparable period of 2022.
Third quarter 2023 vs. third quarter 2022 operating profit margin comparisons were unfavorably impacted by:
•Third quarter 2023 impairment charges related to a trade name - 50 basis points
•The reduced leverage in the Company’s operational and administrative cost structure, net of higher third quarter 2023 core sales and the impact of product mix - 40 basis points
Third quarter 2023 vs. third quarter 2022 operating profit margin comparisons were favorably impacted by:
•The incremental net accretive effect in 2023 of acquired businesses - 10 basis points
Operating profit margins increased 80 basis points during the nine-month period ended September 29, 2023 as compared to the comparable period of 2022.
35
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were favorably impacted by:
•Higher 2023 core sales, net of the impact of product mix - 75 basis points
•The incremental net accretive effect in 2023 of acquired businesses - 10 basis points
Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were unfavorably impacted by:
•Second quarter 2023 impairment charges related to customer relationships and third quarter 2023 impairment charges related to a trade name, net of a second quarter 2022 impairment charge related to technology and customer relationships - 5 basis points
COST OF SALES AND GROSS PROFIT
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | |||||||||||||||||||
| Sales | $ | 6,873 | $ | 7,663 | $ | 21,197 | $ | 23,102 | |||||||||||||||
| Cost of sales | (2,873) | (3,079) | (8,786) | (9,092) | |||||||||||||||||||
| Gross profit | $ | 4,000 | $ | 4,584 | $ | 12,411 | $ | 14,010 | |||||||||||||||
| Gross profit margin | 58.2 | % | 59.8 | % | 58.6 | % | 60.6 | % | |||||||||||||||
Cost of sales decreased year-over-year during both the three and nine-month periods ended September 29, 2023 as compared to the comparable periods in 2022, primarily due to lower year-over-year sales volumes, partially offset in the nine-month period by costs associated with restructuring and continuing productivity initiatives and $87 million of charges incurred in the second quarter of 2023, primarily related to excess inventory in the Biotechnology segment, due to reduced demand. In the first quarter of 2022, the Company incurred inventory charges related to the reduction of business activities in Russia.
Year-over-year gross profit margins decreased during both the three and nine-month periods ended September 29, 2023 as compared to the comparable periods in 2022 due primarily to lower core sales and the impact of product mix in both periods. Year-over-year gross profit margin for the nine-month period was unfavorably impacted by costs associated with restructuring and continuing productivity initiatives and the $87 million of charges in the second quarter of 2023 referenced in the preceding paragraph, net of an inventory charge taken during the first quarter of 2022 related to reduction of business activities in Russia.
OPERATING EXPENSES
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | |||||||||||||||||||
| Sales | $ | 6,873 | $ | 7,663 | $ | 21,197 | $ | 23,102 | |||||||||||||||
| Selling, general and administrative (“SG&A”) expenses | 2,145 | 2,149 | 6,486 | 6,326 | |||||||||||||||||||
| Research and development (“R&D”) expenses | 417 | 420 | 1,264 | 1,292 | |||||||||||||||||||
| SG&A as a % of sales | 31.2 | % | 28.0 | % | 30.6 | % | 27.4 | % | |||||||||||||||
| R&D as a % of sales | 6.1 | % | 5.5 | % | 6.0 | % | 5.6 | % | |||||||||||||||
SG&A expenses as a percentage of sales increased for both the three and nine-month periods ended September 29, 2023 as compared to the comparable periods in 2022, driven by the impact of decreased leverage of the Company’s general and administrative cost base, including amortization expense, resulting from lower 2023 sales. Costs incurred related to preparation for the separation of the Company’s Environmental & Applied Solutions business of $36 million and $101 million for the three and nine-month periods ended September 29, 2023, respectively, and impairment charges totaling $6 million and $40 million in the three and nine-month periods ended September 29, 2023, respectively, also negatively impacted SG&A expenses as a percentage of sales. These impairment charges consisted of $6 million in the three-month period in the Environmental & Applied Solutions segment related to a trade name, $28 million in the nine-month period in the Biotechnology segment related to technology and other assets, and $12 million in the nine-month period in the Environmental & Applied Solutions segment related to customer relationships and a trade name, net of a $9 million second quarter 2022 impairment charge related to technology and customer relationships in the Environmental & Applied Solutions segment. Increased labor costs also contributed to the year-over-year increase in SG&A expenses for the three and nine-month periods. Costs associated with restructuring and continuing productivity initiatives decreased year-over-year for the three-month period and increased year-over year for the nine-month period. For the nine-month period, these increases were partially offset by the impact of a charge related to impairments of certain accounts receivable and accrual of contractual obligations incurred in Russia during the first quarter of 2022.
36
R&D expenses (consisting principally of internal and contract engineering personnel costs) as a percentage of sales increased during both the three and nine-month periods ended September 29, 2023 as compared to the comparable periods of 2022, primarily due to the year-over-year sales decline and to a lesser extent the timing of new product development initiatives.
OTHER INCOME (EXPENSE), NET
For a description of the Company’s other income (expense), net during the three and nine-month periods ended September 29, 2023 and September 30, 2022, refer to Note 8 to the accompanying Consolidated Condensed Financial Statements.
INTEREST COSTS AND FINANCING
For a discussion of the Company’s outstanding indebtedness, refer to Note 11 to the accompanying Consolidated Condensed Financial Statements.
Interest expense of $73 million and $208 million for the three and nine-month periods ended September 29, 2023, respectively, was $31 million higher and $61 million higher than the comparable periods of 2022, due primarily to higher balances and higher average interest rates on the Company’s outstanding euro-denominated commercial paper borrowings in the three and nine-month periods in 2023 versus the comparable periods of 2022.
Interest income of $79 million and $186 million for the three and nine-month periods ended September 29, 2023, respectively, was $70 million higher and $174 million higher than the comparable periods of 2022, due primarily to higher average interest rates and higher average cash balances in 2023 compared to 2022.
INCOME TAXES
The following table summarizes the Company’s effective tax rate:
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 29, 2023 | September 30, 2022 | September 29, 2023 | September 30, 2022 | ||||||||||||||||||||
| Effective tax rate | 19.2 | % | 18.6 | % | 19.7 | % | 18.4 | % | |||||||||||||||
The Company operates globally, including in certain jurisdictions with lower tax rates than the U.S. federal statutory rate. Therefore, the impact of operating in such jurisdictions contributes to a lower effective tax rate compared to the U.S. federal statutory tax rate.
The effective tax rate for the three-month period ended September 29, 2023 differs from the U.S. federal statutory rate of 21.0% due to the geographic mix of earnings described above. Discrete tax benefits from excess tax benefits from stock-based compensation were offset by charges related to tax costs related to the separation of the Environmental & Applied Solutions business and changes in estimates associated with prior period uncertain tax positions.
The effective tax rate for the nine-month period ended September 29, 2023 differs from the U.S. federal statutory rate of 21.0% principally due to the geographic mix of earnings described above, partially offset by net discrete tax charges of $13 million. Net discrete tax charges related primarily to tax costs related to the separation of the Environmental & Applied Solutions business, tax costs related to legal and operational actions taken to realign certain businesses and changes in estimates associated with prior period uncertain tax positions, partially offset by excess tax benefits from stock-based compensation and interest on prior year tax refunds. The net discrete charges increased the effective tax rate by 0.3% for the nine-month period ended September 29, 2023.
The effective tax rate for the three-month period ended September 30, 2022 differs from the U.S. federal statutory rate of 21.0% principally due to the geographic mix of earnings described above and net discrete benefits of $3 million related primarily to excess tax benefits from stock-based compensation, partially offset by changes in estimates associated with prior period uncertain tax positions. The net discrete benefits reduced the effective tax rate by 0.2% for the three-month period ended September 30, 2022.
The effective tax rate for the nine-month period ended September 30, 2022 differs from the U.S. federal statutory rate of 21.0% principally due the geographic mix of earnings described above and net discrete benefits of $52 million related primarily to excess tax benefits from stock-based compensation and changes in estimates associated with prior period uncertain tax positions. The net discrete benefits reduced the effective tax rate by 0.9% for the nine-month period ended September 30, 2022.
The Company (including its subsidiaries) conducts business globally, and files numerous consolidated and separate income tax returns in federal, state and foreign jurisdictions. In addition to the Company’s significant presence in the U.S., the Company also has a significant presence in China, Denmark, Germany, Singapore, Sweden, Switzerland and the
37
United Kingdom (“UK”). Excluding these jurisdictions, the Company believes that a change in the statutory tax rate of any individual foreign country would not have a material impact on the Company’s financial statements given the geographical dispersion of the Company’s taxable income.
The Company and its subsidiaries are routinely examined by various domestic and international taxing authorities. The U.S. Internal Revenue Service (“IRS”) has completed the examinations of substantially all of the Company’s federal income tax returns through 2015 and is currently examining certain of the Company’s federal income tax returns for 2016 through 2021. In addition, the Company has subsidiaries in Belgium, Canada, China, Denmark, France, Germany, India, Italy, Japan, Korea, Switzerland, the UK and various other countries, states and provinces that are currently under audit for years ranging from 2004 through 2022.
In the fourth quarter of 2022, the IRS proposed significant adjustments to the Company’s taxable income for the years 2016 through 2018 with respect to the deferral of tax on certain premium income related to the Company’s self-insurance programs. For income tax purposes, the recognition of premium income has been deferred in accordance with U.S. tax laws related to insurance. The IRS challenged the deferral of premium income for certain types of the Company’s self-insurance policies. The proposed adjustments would have increased the Company’s taxable income over the 2016 through 2018 periods by approximately $2.5 billion. In the first quarter of 2023, the Company settled these proposed adjustments with the IRS, although the audit is still open with respect to other matters for the 2016 through 2018 period. The impact of the settlement with respect to the Company’s self-insurance policies was not material to the Company’s financial statements, including cash flows and the effective tax rate. As the settlement with the IRS was specific to the audit period, the settlement does not preclude the IRS from proposing similar adjustments to the Company’s self-insurance programs with respect to periods subsequent to 2018. Management believes the positions the Company has taken in its U.S. tax returns are in accordance with the relevant tax laws.
As a result of the completion of the Separation in the fourth quarter of 2023, the Company expects its effective tax rate for the remainder of 2023 to be approximately 18.5% based on its projected mix of earnings. The Company’s effective tax rate could vary as a result of many factors, including but not limited to the following:
•The expected rate for the remainder of 2023 includes the anticipated discrete income tax benefits from excess tax deductions related to the Company’s stock compensation programs, which are reflected as a reduction in tax expense, though the actual benefits (if any) will depend on the Company’s stock price and stock option exercise patterns.
•The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection, including as a result of the separation of the Environmental & Applied Solutions business.
•The tax effects of other discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations.
•Any future changes in tax law or the implementation of increases in tax rates, the impact of future regulations and any related additional tax planning efforts to address these changes.
As a result of the uncertainty in predicting these items, it is reasonably possible that the actual effective tax rate used for financial reporting purposes will change in future periods.
Refer to Note 7 to the Consolidated Condensed Financial Statements for discussion regarding the Company’s significant tax matters.
COMPREHENSIVE INCOME
In 2023, comprehensive income increased $283 million and $448 million for the three and nine-month periods ended September 29, 2023, respectively, as compared to the comparable periods of 2022. For the three-month period, the increase in comprehensive income was primarily driven by decreased losses from foreign currency translation adjustments, partially offset by lower net earnings. For the nine-month period, the increase in comprehensive income was primarily driven by lower losses from foreign currency translation adjustments, partially offset by lower net earnings and increased losses from cash flow hedge adjustments. The Company recorded foreign currency translation losses of $303 million for the three-month period ended September 29, 2023 compared to losses of approximately $1.0 billion for the three-month period ended September 30, 2022. The Company recorded foreign currency translation losses of $982 million and approximately $2.8 billion for the nine-month periods ended September 29, 2023 and September 30, 2022, respectively. The foreign currency translation losses were primarily driven by the change in the exchange rates between the U.S. dollar and the Swedish krona in both periods, as well as the euro during the three-month period and the Chinese renminbi in the nine-month period. Foreign currency translation adjustments reflect the gain or loss resulting from the impact of the change in currency exchange rates on the Company’s foreign operations as they are translated to the Company’s reporting currency, the U.S. dollar. The Company recorded losses of $81 million and $106 million from cash
38
flow hedge adjustments related to the Company’s cross-currency swap derivative contracts for the three and nine-month periods ended September 29, 2023, respectively, as compared to losses of $77 million and $31 million for the comparable periods of 2022.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash from operating activities and believes that its operating cash flow, cash on hand and other sources of liquidity will be sufficient to allow it to continue investing in existing businesses (including capital expenditures), consummating strategic acquisitions and investments, paying interest and servicing debt, paying dividends, funding restructuring activities, repurchasing common stock and managing its capital structure on a short-term and long-term basis.
The Company has relied primarily on borrowings under its commercial paper program to address liquidity requirements that exceed the capacity provided by its operating cash flows and cash on hand, while also accessing the capital markets from time to time including to secure financing for more significant acquisitions. Subject to any limitations that may result from market disruptions, the Company anticipates following the same approach in the future.
Overview of Cash Flows and Liquidity
Following is an overview of the Company’s cash flows and liquidity ($ in millions):
| Nine-Month Period Ended | |||||||||||
| ($ in millions) | September 29, 2023 | September 30, 2022 | |||||||||
| Total operating cash provided by operations | $ | 5,545 | $ | 5,978 | |||||||
| Cash paid for acquisitions | $ | — | $ | (304) | |||||||
| Payments for additions to property, plant and equipment | (981) | (823) | |||||||||
| Proceeds from sales of property, plant and equipment | 8 | 9 | |||||||||
| Payments for purchases of investments | (152) | (354) | |||||||||
| Proceeds from sales of investments | 33 | 18 | |||||||||
| All other investing activities | 28 | 36 | |||||||||
| Total cash used in investing activities | $ | (1,064) | $ | (1,418) | |||||||
| Proceeds from the issuance of common stock in connection with stock-based compensation, net | $ | 51 | $ | 15 | |||||||
| Payment of dividends | (621) | (615) | |||||||||
| Net proceeds from borrowings (maturities longer than 90 days) | 2,605 | — | |||||||||
| Net repayments of borrowings (maturities of 90 days or less) | (9) | (719) | |||||||||
| Net repayments of borrowings (maturities longer than 90 days) | — | (265) | |||||||||
| All other financing activities | (53) | (80) | |||||||||
| Total cash provided by (used in) financing activities | $ | 1,973 | $ | (1,664) | |||||||
•Operating cash flows decreased $433 million, or 7%, during the nine-month period ended September 29, 2023 as compared to the comparable period of 2022, due to lower net earnings (after excluding in both periods charges for depreciation, amortization, stock compensation and unrealized investment gains/losses) in the 2023 period compared to the 2022 period and lower cash used in aggregate for accounts receivables, inventories, trade accounts payable and prepaid and accrued expenses, including deferred taxes, in 2023 compared to the prior year.
•In September 2023, Veralto received approximately $2.6 billion of cash proceeds from the issuance of debt (refer to Note 11 of the accompanying Consolidated Condensed Financial Statements), of which approximately $2.6 billion was distributed to the Company as partial consideration for the contribution to Veralto of the businesses comprising the Company’s former Environmental & Applied Solutions segment. The Company intends to use a portion of the cash distribution proceeds it received from Veralto to meet upcoming commercial paper and bond maturities and to use the balance of the proceeds to partially fund certain of the Company’s regular, quarterly cash dividends to shareholders.
39
•Net cash used in investing activities in the 2023 period consisted primarily of capital expenditures and investments and decreased year-over-year largely as a result of lower cash paid for acquisitions and investments in the 2023 period compared to 2022.
•As of September 29, 2023, the Company held approximately $12.3 billion of cash and cash equivalents.
Operating Activities
Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for income taxes, restructuring activities and productivity improvement initiatives, pension funding and other items impact reported cash flows.
Operating cash flows were approximately $5.5 billion for the first nine months of 2023, a decrease of $433 million, or 7%, as compared to the comparable period of 2022. The year-over-year change in operating cash flows from 2022 to 2023 was primarily attributable to the following factors:
•2023 operating cash flows reflected a decrease of approximately $1.3 billion in net earnings for the first nine months of 2023 as compared to the comparable period in 2022.
•Net earnings for the first nine months of 2023 also includes $102 million lower noncash charges for depreciation, intangible asset amortization, stock compensation expense and unrealized investment gains/losses as compared to the comparable period of 2022. Amortization expense primarily relates to the amortization of intangible assets. Depreciation expense relates to the Company’s manufacturing and operating facilities as well as instrumentation leased to customers under operating-type lease (“OTL”) arrangements. Depreciation, amortization and stock compensation are noncash expenses that decrease earnings without a corresponding impact to operating cash flows. Unrealized investment gains/losses impact net earnings without immediately impacting cash flows as the cash flow impact from investments occurs when the invested capital is returned to the Company.
•The aggregate of trade accounts receivable, inventories and trade accounts payable provided $285 million in operating cash flows during the first nine months of 2023, compared to approximately $1.0 billion of operating cash flows used in the comparable period of 2022. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period.
•The aggregate of prepaid expenses and other assets, deferred income taxes and accrued expenses and other liabilities used $436 million of operating cash flows during the first nine months of 2023, compared to $69 million of operating cash flows used in the comparable period of 2022. The timing of cash payments for various employee-related liabilities, higher income tax payments, realized investment returns, customer funding and changes in accrued expenses drove the majority of this change.
Investing Activities
Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures, including instruments leased to customers, cash used for investments and cash proceeds from divestitures of businesses or assets.
Net cash used in investing activities decreased $354 million in the nine-month period ended September 29, 2023 compared to the comparable period of 2022, primarily as a result of a decrease in cash used for the purchase of investments. In the first nine months of 2023 and 2022, the Company invested $152 million and $354 million, respectively, in non-marketable equity securities and partnerships.
Though the relative significance of particular categories of capital investment can change from period to period, capital expenditures are typically made for increasing manufacturing capacity, replacing equipment, the manufacture of instruments that are used in OTL arrangements that certain of the Company’s businesses enter into with customers, supporting new product development and improving IT systems. Capital expenditures increased $158 million on a year-over-year basis for the nine-month period ended September 29, 2023 compared to the comparable period in 2022. For the full year 2023, the Company forecasts capital spending to be approximately $1.5 billion (excluding capital spending during 2023 with respect to the businesses contributed to Veralto in the Separation), driven primarily by continued expenditures to support customer demand.
40
Financing Activities and Indebtedness
Cash flows relating to financing activities consist of cash flows associated with the issuance and repayments of commercial paper, issuance and repayment of long-term debt, borrowings under committed credit facilities, issuance and repurchases of common stock, issuance of preferred stock and payments of cash dividends to shareholders. Financing activities provided cash of approximately $2.0 billion during the nine-month period ended September 29, 2023 compared to approximately $1.7 billion of cash used in the comparable period of 2022. The year-over-year increase in cash provided by financing activities was due primarily to approximately $2.6 billion of cash proceeds received from Veralto’s debt issuance in September 2023 (which Veralto subsequently distributed to the Company prior to the Separation), partially offset by lower repayments of borrowings in 2023.
For a description of the Company’s outstanding debt as of September 29, 2023 and the Company’s commercial paper programs and credit facility, refer to Note 11 to the accompanying Consolidated Condensed Financial Statements. As of September 29, 2023, the Company was in compliance with all of its respective debt covenants.
As discussed in Note 15 in the accompanying Consolidated Condensed Financial Statements all outstanding shares of the Company’s 4.75% MCPS Series A and 5.00% MCPS Series B were converted to common shares on April 15, 2022 and April 17, 2023, respectively. The Company’s 4.75% MCPS Series A converted to common shares at a rate of 6.6632 common shares per share of preferred stock. The Company’s 5.00% MCPS Series B converted to common shares at a rate of 5.0175 common shares per share of preferred stock.
Stock Repurchase Program
For information regarding the Company’s stock repurchase program, refer to Part II—Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds”.
Dividends
Aggregate cash payments for dividends on Company common stock during the nine-month period ended September 29, 2023 were $578 million and aggregate cash payments for dividends on the Company’s MCPS during the nine-month period ended September 29, 2023 were $43 million. The increase in dividend payments on the Company’s common stock over the comparable period of 2022 primarily relates to the increase in the quarterly dividend rate for common stock beginning with respect to the dividend paid in the second quarter of 2023. The decrease in MCPS dividend payments compared to the comparable period of 2022 primarily relates to the conversion of all outstanding shares of the Company’s 4.75% MCPS Series A and the 5.00% MCPS Series B to common shares on April 15, 2022 and April 17, 2023, respectively.
In the third quarter of 2023, the Company declared a regular quarterly dividend of $0.27 per share of Company common stock payable on October 27, 2023 to holders of record as of October 12, 2023.
Cash and Cash Requirements
As of September 29, 2023, the Company held approximately $12.3 billion of cash and cash equivalents that were held on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less. Of the cash and cash equivalents, approximately $6.8 billion was held within the United States and approximately $5.5 billion was held outside of the United States. The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions (including the Company’s pending acquisition of Abcam) and investments, paying interest and servicing debt, paying taxes and any related interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.
The Company generally intends to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, the Company may also borrow under its commercial paper programs (if available) or borrow under the Company’s Credit Facility, enter into new credit facilities and either borrow directly thereunder or use such credit facilities to backstop additional borrowing capacity under its commercial paper programs (if available) and/or access the capital markets (if available). The Company also may from time to time seek to access the capital markets to take advantage of favorable interest rate environments or other market conditions. With respect to the commercial paper and other notes scheduled to mature during the remainder of 2023, the Company expects to repay the principal amounts when due using available cash, proceeds from new issuances of commercial paper (if available), drawing on its Credit Facility and/or proceeds from other debt issuances. With respect to the pending acquisition of Abcam, Danaher expects to fund the acquisition using cash on hand and proceeds from the issuance of commercial paper.
41
While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the United States. Following enactment of the Tax Cuts and Jobs Act and the associated Transition Tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. taxes on distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. The income taxes, if any, applicable to such earnings including basis differences in our foreign subsidiaries are not readily determinable. As of September 29, 2023, management believes that it has sufficient sources of liquidity to satisfy its cash needs, including its cash needs in the United States.
During 2023, the Company’s cash contribution requirements for its U.S. and non-U.S. defined benefit pension plans are forecasted to be approximately $10 million and $39 million, respectively. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to the Company’s critical accounting estimates as described in the 2022 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Instruments and Risk Management,” in the Company’s 2022 Annual Report. There were no material changes during the quarter ended September 29, 2023 to this information as reported in the Company’s 2022 Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.
Except as set forth below, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
In January 2023, the Company began integrating various business processes within its Biotechnology businesses, including the transition of certain activities to one existing common enterprise resource planning system and to common applications used for various financial reporting and operational purposes. In connection with this integration and related business process changes, the Company replaced certain internal controls with new or modified controls. The integration is being executed in phases throughout 2023 and is intended to support customer requirements and accommodate future business demands.
42
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For additional information regarding legal proceedings, refer to the section titled “Legal Proceedings” in the MD&A section of the Company’s 2022 Annual Report.
ITEM 1A. RISK FACTORS
Information regarding risk factors can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Information Related to Forward-Looking Statements,” in Part I—Item 2 of this Form 10-Q and in Part I—Item 1A of Danaher’s 2022 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three-month period ended September 29, 2023. On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. As of September 29, 2023, approximately 20 million shares remained available for repurchase pursuant to the Repurchase Program. There is no expiration date for the Repurchase Program, and the timing and amount of any future shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. The Repurchase Program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes. The Company expects to fund any future stock repurchases using the Company’s available cash balances or proceeds from the issuance of debt.
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements
43
ITEM 6. EXHIBITS
(a)Exhibits:
| 2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
| 22.1 | ||||||||
44
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
(1) In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. (a subsidiary of Danaher) has entered into a management agreement with Stonehavens Global LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.15, except as to name of the counterparty.
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DANAHER CORPORATION | |||||||||||
| Date: | October 23, 2023 | By: | /s/ Matthew R. McGrew | ||||||||
| Matthew R. McGrew | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| Date: | October 23, 2023 | By: | /s/ Christopher M. Bouda | ||||||||
| Christopher M. Bouda | |||||||||||
| Vice President and Chief Accounting Officer | |||||||||||
46
Exhibit 10.12 AMENDMENT TO DANAHER DEFERRED COMPENSATION PLAN This is an Amendment to the Danaher Deferred Compensation Plan, which was amended and restated effective June 1, 2023 (the “Plan”). Under Section 8.1 of the Plan, Danaher Corporation (the “Plan Sponsor”) has reserved unto itself the right to amend the Plan. Accordingly, pursuant to Section 8.1, the Plan Sponsor hereby amends the Plan in the following particulars, to be effective as of September 30, 2023: 1. Add a new Appendix B to read as follows: APPENDIX B TRANSFER OF LIABILITIES TO VERALTO CORPORATION & SUBSIDIARIES DEFERRED COMPENSATION PLAN On or after September 30, 2023, certain Employers, including Veralto Corporation and its subsidiaries (“Veralto”), are intended to separate from the Danaher Corporation controlled group. In anticipation of such event, the Plan liabilities and benefits related to those Participants who are employed by Veralto (“Veralto Participants”), will be transferred to the Veralto Corporation & Subsidiaries Deferred Compensation Plan (“Veralto DCP”), effective as of September 30, 2023. After the transfer of the Plan liabilities to the Veralto DCP on the date specified above, the Plan Sponsor, the Plan, any directors, officers, or employees of the Plan Sponsor, and any successors thereto, shall have no further obligation or liability to any such individual with respect to any benefit, amount, or right due under the Plan. On and after the transfer of the Plan liabilities to the Veralto DCP on September 30, 2023, the Employers that are intended to separate from the Danaher Corporation controlled group shall cease to participate in the Plan. On and after the transfer of the Plan liabilities to the Veralto DCP on September 30, 2023, Veralto Participants shall cease participation in the Plan, but shall participate in the Veralto DCP in accordance with the terms therein; provided, that any irrevocable deferral election for 2023 in effect under the Plan for a Veralto Participant at the time of such transfer will remain in effect under the Veralto DCP with respect to 2023 compensation, and provided further that any distribution election applicable to the Plan benefit of a Veralto Participant immediately before the transfer will continue to apply to the liabilities and benefits transferred to the Veralto DCP, in accordance with the terms therein.
2 2. All other parts of the Plan not inconsistent herewith are hereby ratified and confirmed.
Exhibit 10.13 AMENDMENT TO DANAHER CORPORATION & SUBSIDIARIES EXECUTIVE DEFERRED INCENTIVE PROGRAM This is an Amendment to the Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, which was amended and restated effective June 1, 2023 (the “Plan”). Under Section 7.1 of the Plan, Danaher Corporation (the “Plan Sponsor”) has reserved unto itself the right to amend the Plan. Accordingly, pursuant to Section 7.1, the Plan Sponsor hereby amends the Plan in the following particulars, to be effective as of September 30, 2023: 1. Add a new Appendix E to read as follows: APPENDIX E TRANSFER OF LIABILITIES TO VERALTO CORPORATION & SUBSIDIARIES EXECUTIVE DEFERRED INCENTIVE PROGRAM On or after September 30, 2023, certain Employers, including Veralto Corporation and its subsidiaries (“Veralto”), are intended to separate from the Danaher Corporation controlled group. In anticipation of such event, the Plan liabilities and benefits related to those Participants who are employed by Veralto (“Veralto Participants”), including amounts not subject to Code Section 409A (i.e., amounts deferred and vested prior to January 1, 2005, and earnings related thereto), will be transferred to the Veralto Corporation & Subsidiaries Executive Deferred Incentive Program (“Veralto EDIP”), effective as of September 30, 2023. After the transfer of the Plan liabilities to the Veralto EDIP on the date specified above, the Plan Sponsor, the Plan, any directors, officers, or employees of the Plan Sponsor, and any successors thereto, shall have no further obligation or liability to any such individual with respect to any benefit, amount, or right due under the Plan. On and after the transfer of the Plan liabilities to the Veralto EDIP on September 30, 2023, the Employers that are intended to separate from the Danaher Corporation controlled group shall cease to participate in the Plan. On and after the transfer of the Plan liabilities to the Veralto EDIP on September 30, 2023, Veralto Participants shall cease participation in the Plan, but shall participate in the Veralto EDIP in accordance with the terms therein; provided, that any distribution election applicable to the Plan benefit of a Veralto Participant immediately before the transfer will continue to apply to the liabilities and benefits transferred to the Veralto EDIP, in accordance with the terms therein. 2.
2 Confidential - Company Proprietary All other parts of the Plan not inconsistent herewith are hereby ratified and confirmed.
Exhibit 10.14 AMENDMENT TO DANAHER EXCESS CONTRIBUTION PROGRAM AS ESTABLISHED AS A SUB-PLAN UNDER THE DANAHER CORPORATION 2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED This is an Amendment to the Danaher Excess Contribution Program as Established as a Sub-Plan Under the Danaher Corporation 2007 Omnibus Incentive Plan, as Amended and Restated, which was amended and restated effective June 1, 2023 (the “Program”). Under Section 8.1 of the Program, Danaher Corporation (the “Program Sponsor”) has reserved unto itself the right to amend the Program. Accordingly, pursuant to Section 8.1, the Program Sponsor hereby amends the Program in the following particulars, to be effective as of September 30, 2023: 1. Add a new Appendix B to read as follows: APPENDIX B TRANSFER OF LIABILITIES TO VERALTO CORPORATION & SUBSIDIARIES EXCESS CONTRIBUTION PROGRAM On or after September 30, 2023, certain Employers, including Veralto Corporation and its subsidiaries (“Veralto”), are intended to separate from the Danaher Corporation controlled group. In anticipation of such event, the Program liabilities and benefits related to those Participants who will be employed by Veralto (“Veralto Participants”), will be transferred to the Veralto Corporation & Subsidiaries Excess Contribution Program (“Veralto ECP”), effective as of September 30, 2023. After the transfer of the Program liabilities to the Veralto ECP on the date specified above, the Program Sponsor, the Program, any directors, officers, or employees of the Program Sponsor, and any successors thereto, shall have no further obligation or liability to any such individual with respect to any benefit, amount, or right due under the Program. On and after the transfer of the Program liabilities to the Veralto ECP on September 30, 2023, the Employers who are intended to separate from the Danaher Corporation controlled group shall cease to participate in the Program. On and after the transfer of the Program liabilities to the Veralto ECP on September 30, 2023, Veralto Participants shall cease participation in the Program, but shall participate in the Veralto ECP in accordance with the terms therein.
2 GLG-864180.2 Confidential - Company Proprietary 2. All other parts of the Program not inconsistent herewith are hereby ratified and confirmed.
MANAGEMENT AGREEMENT This Management Agreement (this “Agreement”) is entered into as of September 29, 2023 by and between Joust Capital II, LLC (“Owner”), a Maryland limited liability company, and FJ900, Inc. (“Manager”), a Delaware corporation whose address is 23411 Autopilot Drive, Suite 217, Dulles, Virginia 20166. WITNESSETH WHEREAS, Owner owns the aircraft described on Schedule A attached hereto (the “Aircraft”); WHEREAS, Owner desires Manager to provide aircraft management, pilot services, maintenance and other aviation services (the “Services”) to Owner to allow Owner to conduct operations pursuant to Federal Aviation Regulations (“FAR”) Part 91 under Owner’s operational control pursuant to the terms and conditions of this Agreement; WHEREAS, the parties originally entered into a Management Agreement dated as of February 15, 2007 (the “Original Agreement”) with respect to another aircraft owned by Owner, and desire to have this Agreement supersede and replace the Original Agreement, which is hereby terminated. NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Engagement. Owner hereby engages Manager, and Manager agrees, to provide aviation support services for the operation of the Aircraft at the direction of Owner, subject to the terms and conditions of this Agreement. 2. Compensation. As compensation for the services to be provided by Manager pursuant to this Agreement, Owner agrees to pay or cause to be paid to Manager the amounts described in Section 5 hereof and all other amounts payable by Owner to Manager pursuant to the terms hereof. 3. Services Provided. On behalf of Owner, Manager shall, in accordance with all applicable FAR and federal, state, foreign and local statutes, regulations, ordinances, rules and orders and consistent with all applicable manuals, related guidance material and insurance safety requirements, employ, train, supervise, and provide to Owner for its use on and in connection with the Aircraft pilots, cabin attendants, and maintenance personnel. On behalf of Owner, Manager shall, in accordance with all applicable FAR and federal, state, foreign and local statutes, regulations, ordinances, rules and orders and consistent with all applicable manuals, related guidance material and insurance safety requirements: (1) provide, contract for, and supervise maintenance of the Aircraft, (2) secure, as agent for Owner, all required authority for operation of the Aircraft, (3) provide logbook, recordkeeping, reporting, budgeting and other administrative services, (4) schedule and arrange dispatch for the Aircraft as requested by Owner, and (5) maintain, store, and supervise the Aircraft in a careful and proper manner. In Exhibit 10.15
-2- addition, Manager shall assist Owner in the performance of any obligations under any interchange or time share arrangement for the Aircraft entered into by Owner, in each case as specifically requested by Owner and in accordance with the FAR. In addition, Manager shall provide recordkeeping related to Aircraft use pursuant to such agreements as requested by Owner and in accordance with the FAR. 4. Term. The term of this Agreement (the “Term”) shall commence on the date hereof and shall continue until terminated pursuant to the terms and conditions of this Agreement. 5. Expenses. A. Non-Shared Expenses. Manager, as agent for Owner shall record all bills and assessments for expenses attributable to the Aircraft, including without limitation, expenses in connection with services, supplies, fuel, landing fees, use, maintenance, operation, storage, supervision and management, in each case to the extent such expenses are not shared pursuant to Section 5(B). It is agreed and acknowledged that Owner will pay such bills and assessments when due and payable. However, in the event Manager pays a bill or assessment on behalf of Owner, Owner will promptly reimburse Manager for such bill or assessment upon receipt of appropriate documentation thereof. B. Shared Expenses. The parties agree and acknowledge that Owner has agreed where feasible and upon mutual determination among Owner and certain other aircraft operators for whom Manager provides aircraft management services (collectively, the “Participating Aircraft Operators”), such Participating Aircraft Operators shall share the expenses relating to the use, maintenance, operation, storage, supervision, and management of their aircraft on the basis set forth on Schedule B. Manager shall facilitate such sharing and shall record all bills and assessments for all expenses shared by the Participating Aircraft Operators. C. Joint Bargaining. The parties further agree and acknowledge that with respect to the expenses, and in accordance with Schedule B, Owner and Manager will where feasible and upon agreement with the other Participating Aircraft Operators, seek to utilize joint purchasing or collective bargaining arrangements in order to obtain the benefit of discounted pricing. 6. Taxes. Owner shall be responsible for any and all taxes assessed related to the ownership, use, maintenance, operation, storage, supervision, and management of the Aircraft. 7. Provision of Pilots. Manager shall arrange for and furnish to Owner fully qualified flight crews for the operation by Owner of the Aircraft for the duration of this Agreement. Owner specifically agrees that the flight crews supplied by Manager for the Aircraft will be under the exclusive command and control of Owner in all phases of flight and at all times. The flight crews shall have full and exclusive authority to exercise all of their duties and responsibilities in regard to the safety of each flight conducted by Owner in accordance with all applicable FAR. Owner specifically agrees that the flight crews, in their sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for loss, injury or damage to Owner, or
-3- any other person. Owner further agrees that Manager shall not be liable for any delay or failure to furnish or return the Aircraft or crew when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God. 8. Responsibilities With Respect to Scheduling. Requests for scheduling shall be in a form, whether oral or written, mutually convenient to, and agreed upon by, the parties. Owner shall provide the following scheduling and flight time information to Manager for each proposed flight, as early as possible: A. proposed departure point; B. destination; C. date and time of departure or arrival; D. the number of anticipated passengers; E. the names, nationality, and affiliation of each anticipated passenger; F. the nature and extent of luggage and/or cargo to be carried; G. the date and time of a return flight, if any; and H. any other information concerning the proposed flight that may be pertinent or required by Manager or the flight crew. 9. Flight Operations. A. Operational Control. During all phases of flight conducted with the Aircraft, Owner shall retain and have operational control of the Aircraft and exclusive possession, command, and control of the Aircraft. Except with regard to decisions made by the pilot in command as necessitated by safety considerations or governmental restrictions or regulations, Owner shall determine when the Aircraft shall be operated, where the Aircraft shall be operated, and the passengers and/or cargo which shall be carried. B. Purpose of Flight. Owner will use the Aircraft only for purposes expressly permitted by Part 91, of the FAR. In connection with the use and operation of the Aircraft, Owner shall be responsible for compliance with all applicable FAR. 10. Maintenance Responsibilities. A. Maintenance Responsibility. Manager shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft. B. Authorized Maintenance Providers. All maintenance on the Aircraft will be done by Federal Aviation Administration (“FAA”) authorized personnel and shall comply with all laws, ordinances, rules, regulations, insurance requirements, mandatory service bulletins issued or supplied by the manufacturer, and all FAA Airworthiness Directives.
-4- C. Airworthiness. All maintenance when completed shall be sufficient to maintain the airworthiness certification of the Aircraft at all times. D. Scheduling Flights. No period of maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations. 11. Aircraft Inspection. During normal business hours, Owner shall have the right to enter the premises where the Aircraft may be located for the purpose of inspecting and examining the Aircraft and the condition, use, and operation of the Aircraft to ensure compliance by Manager with its obligations hereunder; provided, however that Owner shall coordinate the date and time of its inspection with the Manager and, provided, further, that Owner shall have no duty under this Agreement to inspect and shall not incur any liability or obligation by reason of not making any such inspection. 12. Recordkeeping Responsibilities. A. Operational Records. Manager shall maintain and keep accurate, complete, and current logbooks and other records regarding the operation and use of the Aircraft in accordance with applicable FAR. This shall include: i. records related to take off and destination of all flights; ii. records relating to all flight authorizations obtained for particular flights; iii. records relating to passengers carried; and iv. records relating to flight crew and flight and duty time. B. Maintenance Records. Manager shall maintain and keep accurate, complete, and current logbooks and records regarding the maintenance of the Aircraft and in accordance with applicable FAR. These shall include: i. records relating to any and all maintenance performed on the Aircraft, including, without limitation, scheduled maintenance, repairs, modifications, scheduled inspections, functional tests, and overhauls performed; and ii. records relating to personnel performing any and all maintenance on the Aircraft. C. Expense Records. Manager shall maintain and keep accurate, complete, and current records relating to the calculation and payment of bills and assessments for services, supplies, and other expenses incurred in connection with the maintenance, operation, storage, supervision, and management of the Aircraft. D. Inspection. Such records shall be open to inspection by Owner during normal business hours and upon reasonable prior notification to Manager.
-5- 13. Insurance. A. Owner Insurance. Throughout the Term, Owner shall maintain insurance with respect to the Aircraft covering: i. all-risk hull insurance with respect to the Aircraft, against any loss, theft or damage to the Aircraft, including, without limitation, extended coverage with respect to any engine or parts while removed from the Aircraft. The limits of such insurance shall be in an amount equal to the current aggregate market value of the Aircraft, or the minimum amount specified by the registered owner or lessor as may be applicable; and ii. comprehensive aviation liability insurance with respect to the Aircraft, including, without limitation, aircraft passenger and property damage coverage, for the Aircraft for an amount not less than Four Hundred Million Dollars ($400,000,000) single limit liability coverage and naming Manager and Manager’s parent company (Danaher Corporation (“Danaher”)), and Manager’s and Danaher’s respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds. B. Manager’s Insurance. Throughout the Term, Manager shall maintain or cause to be maintained, in full force and effect, at its own expense: i. comprehensive aviation liability insurance with respect to each aircraft it owns directly or beneficially, including, without limitation, aircraft passenger and property damage coverage, for such aircraft for an amount not less than Four Hundred Million Dollars ($400,000,000) single limit liability coverage and naming Owner, Mitchell P. Rales and Owner’s members, subsidiaries and related companies, directors, officers, agents and employees as additional insureds. C. Insurer’s Notice. All insurance required hereunder shall provide that coverage may not be canceled by the insurer without thirty (30) days’ prior written notice to each party ((10) days’ prior written notice for non-payment of premium). Each party shall be furnished with insurance certificates evidencing such insurance as of the date hereof and as of each renewal date. Each party shall also be furnished with copies of the policies. Receipt of any such certificate or policy shall not constitute acceptance thereof nor waiver of Owner’s responsibilities hereunder. D. Waiver. All insurance required hereunder shall include waiver of subrogation rights in favor of Owner, Manager, Danaher and the other insureds and additional insureds. All insurance required hereunder shall also be primary without any right of contribution from any other insurance available to any other insureds or additional insureds. 14. Loss or Damage to Aircraft. A. Damage Reports. Manager shall immediately notify Owner of any accident or incident connected with the Aircraft, and shall include in such report the time, place and nature of the accident or incident, the nature and extent of damage caused to property, the names and
-6- addresses of persons injured, the names and addresses of witnesses, and such other information as may be relevant to such accident or incident. “Accident and incident” means the following, as defined in the National Transportation Safety Board (“NTSB”) Regulations, 49 C.F.R. § 830.2: “Aircraft accident” means an occurrence associated with the operation of an aircraft which takes place between the time any person boards the aircraft with the intention of flight and all such persons have disembarked, and in which any person suffers death or serious injury, or in which the aircraft receives substantial damage. “Incident” means an occurrence other than an accident, associated with the operation of an aircraft, which affects or could affect the safety of operations. B. Repairs. Following an accident or incident, Manager shall make or arrange for repair to the Aircraft only after consultation and agreement with Owner. C. Total Loss. In the event of an actual or constructive total loss of the Aircraft, this Agreement shall terminate, except with respect to the provisions of this Agreement regarding Insurance, Indemnification, payment of fees and expenses to Manager pursuant to Section 5, and Termination, which shall survive the total loss of the Aircraft. Manager acknowledges and agrees that any hull insurance proceeds payable solely with respect to loss of or to the Aircraft itself shall be payable to Owner or its designee. 15. Indemnification and Limitation of Damages A. Indemnification. i. It is an express condition of this Agreement that, to the extent caused by the breach of this Agreement, fault, negligence or strict liability, either by commission or omission, of Owner or its members, officers, directors, employees, guests or agents occurring under or in connection with the performance or non-performance of the terms and conditions contained in this Agreement (including, without limitation, the use, operation and/or flight of the Aircraft), Owner will fully defend, indemnify, save and hold harmless Manager, Danaher and Manager’s or Danaher’s respective subsidiaries and related companies, directors, officers, agents and employees from and against any and all losses, claims, suits, damages, liabilities and causes of action of every kind, character and nature, whether in law or in equity (including, without limitation, attorneys’ fees and investigation, litigation and court costs) arising by reason of such breach, fault, negligence or strict liability in connection with the matters covered by this Agreement. ii. It is an express condition of this Agreement that, to the extent caused by the breach of this Agreement, fault, negligence or strict liability, either by commission or omission, of Manager, Danaher or their officers, directors, employees or agents occurring under or in connection with the performance or non-performance of the terms and conditions contained in this Agreement (including, without limitation, the use, operation and/or flight of the Aircraft), Manager and Danaher will fully defend, indemnify,
-7- save and hold harmless Owner, Mitchell P. Rales, Owner’s members, subsidiaries and related companies, directors, officers, agents and employees from and against any and all losses, claims, suits, damages, liabilities and causes of action of every kind, character and nature, whether in law or in equity (including, without limitation, attorneys’ fees and investigation, litigation and court costs) arising by reason of such breach, fault, negligence or strict liability in connection with the matters covered by this Agreement. iii. In the event that Section 15.A.i and 15.A.ii both apply to to any individual incident, or set of incidents, giving rise to an obligation to indemnify, then the indemnity obligations shall be apportioned according to the respective fault of each indemnitor and any person(s) for which any indemnitor may be liable. B. LIMITATION ON INDEMNITY. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT. OWNER AND MANAGER AGREE THAT ANY RESPONSIBILITY FOR EITHER PARTY TO INDEMNIFY ANY PERSON(S) PURSUANT TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE AVAILABLE INSURANCE PROCEEDS. C. Waiver. Neither Owner nor Manager shall be liable to one another for any punitive, exemplary, consequential or incidental damages, including, without limitation, any damages for diminution of market value, loss of use of the Aircraft and/or loss of profits. D. Continuing Obligation. The provisions of this Section 15 shall survive the termination or expiration of this Agreement. 16. Representations and Warranties. Each party represents, warrants, and covenants that: i. it is a corporation or limited liability company, duly organized and existing in good standing under the laws of the state in which it is organized with the necessary power and qualifications to perform this Agreement; ii. that this Agreement has been duly authorized by all necessary action on the part of the party and will not contravene or breach any legal, organizational, or contractual regulation binding on such party; iii. it is, and for the Term will be, a citizen of the United States as described in 49 U.S.C. §40102(a)(15); iv. it agrees that it will do nothing to impair the registration of the Aircraft in the United States throughout the Term; v. it shall not utilize or cause the Aircraft to be utilized for any illegal purpose or for compensation or hire, except as permitted under FAR Part 91; vi. it shall not operate or cause the Aircraft to be operated unless appropriate insurance coverage as required by this Agreement, is in effect; and
-8- vii. this Agreement constitutes valid, binding, and enforceable obligations of each party and is enforceable in accordance with its terms. 17. Miscellaneous. A. Entire Agreement. This Agreement constitutes the entire agreement among the parties; it supersedes any prior agreement or understandings among them, oral or written, all of which are hereby canceled. B. Notices. Any notice, request or other communication to any party by any other party hereunder shall be conveyed in writing and shall be deemed given on the earlier of the date (i) personally delivered with receipt acknowledged, or (ii) transmitted by electronic mail (email), or (iii) three (3) days after mailed by certified mail, return receipt requested, postage paid and addressed to the party at the address set forth below. The address of a party to which notices or copies of notice are to be given may be changed from time to time by such party by written notice to the other parties. To: Owner Joust Capital II, LLC To: Manager FJ900, Inc. 23411 Autopilot Drive Suite 217 Dulles, Virginia 20166 C. No Partnership or Joint Venture. It is not the purpose or intention of this Agreement to create, and this Agreement shall not be considered as creating, a joint venture, partnership, or other relationship whereby any party shall be held liable for the omissions or commissions of any other party. No partnership, legal person, association, or jural entities are intended or hereby created by the parties. D. Successors and Assigns. The rights and obligations of the parties hereunder shall inure to the benefit of, and be binding and enforceable upon, the respective successors, assigns and permitted transferees of the parties. E. Governing Law. The laws of the State of Delaware (excluding the conflicts of laws rules thereof) shall govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the parties. F. Severability of Provisions. If any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision of this Agreement prohibited or unenforceable in any respect.
-9- G. Headings. Headings and captions used herein are inserted for reference purposes only and shall not affect the interpretation or construction of this Agreement. H. Further Assurances. Each party hereto shall execute and deliver all such further instruments and documents as may reasonably be requested by the other parties in order to fully carry out the intent and accomplish the purposes of this Agreement. I. No Liability of Shareholders/Members. Each party agrees that it will not hold any shareholder, member, officer, director or employee of the other personally liable for the obligations of such other party under this Agreement. J. Counterparts. This Agreement may be executed in counterparts which shall, singly or in the aggregate, constitute a fully executed and binding agreement. 18. Termination. Any party may terminate this Agreement by providing the other parties thirty (30) days prior written notice of its intent to terminate this Agreement. A. Manager’s Obligations. Upon termination of this Agreement, Manager agrees to provide Owner with the following: i. an accounting of all outstanding charges or costs relating to the operation and maintenance of the Aircraft; ii. all records relating to use, operation, maintenance, storage, and supervision of the Aircraft; iii. return of the Aircraft; and iv. all necessary action with respect to notifying the FAA and insurance companies that Manager is no longer managing the Aircraft, as applicable. B. Owner’s Obligations. Upon termination of this Agreement, Owner agrees to pay all outstanding charges or costs owed hereunder. 19. Dispute Resolution. If any claim, controversy or dispute arises among the parties hereto (a “Dispute”) and such Dispute cannot be settled through negotiation, the parties shall attempt to settle the Dispute through nonbinding mediation under the then current Commercial Mediation Rules of the American Arbitration Association (“AAA”). If the parties cannot settle the matter through mediation, then any Dispute shall be resolved by arbitration as provided in this paragraph. A single arbitrator shall conduct the arbitration under the AAA Rules. The arbitration shall be conducted at a location mutually agreed upon by the parties or, in the absence of such agreement, at a location selected in accordance with the AAA Rules, and all expedited procedures prescribed by the AAA Rules shall apply. Any party may request from the arbitrator injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. The arbitrator shall not have authority to award punitive damages. Each party shall bear its own costs and attorneys’ fees, and the parties shall share equally the fees and expenses of the arbitrator. The arbitrator’s decision and award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If any party files a judicial or administrative action asserting claims
-10- subject to arbitration, as prescribed herein, and the other party successfully stays such action and/or compels arbitration of said claims, the party filing said action shall pay the other party’s costs and expenses incurred in seeking such stay and/or compelling arbitration, including, without limitation, reasonable attorneys’ fees. [The remainder of this page intentionally left blank.]
-11- IN WITNESS WHEREOF, the parties hereto have caused the signatures of their authorized representatives to be affixed below to be effective on the day and year first above written. JOUST CAPITAL II, LLC By: _/s/ C S Brannan___________________ Name: Scott Brannan Title: Vice President FJ900, INC. By: _Philip S. Teigland___________________ Name: Philip S. Teigland Title: President
-12- SCHEDULE B The following sets forth the specific, fixed expenses to be shared by Owner and the other Participating Aircraft Operators on an initial basis. At any time and from time to time during the Term, the parties and the other Participating Aircraft Operators may mutually agree to share certain fixed expenses on a basis to be agreed upon by the parties, or may mutually agree to discontinue or modify any of the fixed expense sharing arrangements set forth below. 1. Owner and each of the other Participating Aircraft Operators shall share the fixed expenses related to the compensation and benefits for the pilots, cabin attendants and maintenance personnel and Manager’s staff, as well as training costs and other associated fixed costs for such flight crews, including office supplies, telephones, mobile phones and internet charges (the “Shared Expenses”). Such Shared Expenses shall be pro rated each calendar year among Owner and each of the other Participating Aircraft Operators based on the total number of flight hours logged by each entity’s respective aircraft for such calendar year. The Manager, in consultation with Owner and the other Participating Aircraft Operators, at the beginning of each calendar year, shall estimate the total Shared Expenses expected to be paid to the flight crew for the calendar year and shall pro rate such Shared Expenses among the parties on a preliminary basis based on the total number of flight hours logged by each party’s respective aircraft for the prior calendar year. At the beginning of each calendar quarter Owner and each of the other Participating Aircraft Operators shall pay to the Manager an amount estimated to be one-quarter of such party’s total portion of such Shared Expenses for the year. Following the close of the calendar year, the Manager shall determine the actual amount of Shared Expenses for the calendar year, as well as the actual, total number of flight hours logged by Owner for the calendar year and Owner shall pay the Manager such additional amounts, or the Manager shall refund to Owner such amounts, as appropriate, such that Owner shall bear only its actual pro rata share of the Shared Expenses for the calendar year. 2. Owner shall pay directly the rental fees allocated to its aircraft, pursuant to the terms of the lease agreement covering hangar, office, garage and common space.
INTERCHANGE AGREEMENT THIS INTERCHANGE AGREEMENT (this “Agreement”), is made and entered into as of September 29, 2023 by and between Joust Capital II, LLC (“Party A”), a Maryland limited liability company, and Danaher Corporation (“Party B”), a Delaware corporation whose address is 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701. WITNESSETH: WHEREAS, Party A owns or leases and operates an aircraft more particularly described in Schedule A hereto (such aircraft together with the engines described in Schedule A, are referred to herein as the “Party A Aircraft”); WHEREAS, Party B owns or leases and operates an aircraft more particularly described in Schedule B hereto (such aircraft together with the engines described in Schedule B, is referred to herein as the “Party B Aircraft” (the Party A Aircraft and the Party B Aircraft are sometimes referred to as the “Aircraft” or individually, an “Aircraft”); and WHEREAS, Party A desires to lease the Party A Aircraft to Party B, and Party B desires to lease the Party B Aircraft to Party A, in each case in an interchange agreement as defined in Section 91.501(c)(2) of the Federal Aviation Regulations (“FAR”). NOW, THEREFORE, the parties hereto agree as follows: 1. Term. The term of this Agreement (“Term”) shall commence on the date hereof, and shall continue until either party terminates this Agreement pursuant to Sections 9 or 12 hereof. 2. Use of Aircraft. A. Lease of Aircraft. Each party agrees on the terms and conditions of this Agreement to provide the use of its Aircraft for the convenience of the other party, and to operate interchange flights subject to the requirements of FAR Section 91.501(b)(6). Such use will be at the convenience of the party which operates the Aircraft (the operator of the Aircraft is hereinafter referred to as the “Operator” and the party using the Aircraft pursuant to this Agreement is hereinafter referred to as the “User”), upon request by one to the other in accordance with the terms and conditions of this Agreement. Pursuant to this Agreement, which shall constitute an interchange agreement as that term is defined in FAR Section 91.501(c)(2), Party A agrees to make available the Party A Aircraft for lease on a non-exclusive, equal time, basis to Party B, and Party B agrees to make available the Party B Aircraft for lease on a non- exclusive, equal time, basis to Party A, in each case subject to the terms and conditions of this Agreement. B. Operational Control. Regardless of who may be using an Aircraft under this Agreement, Party A shall at all times have operational control of the Party A Aircraft and Exhibit 10.16
-2- responsibility for compliance with applicable FAR and Party B shall at all times have operational control of the Party B Aircraft and responsibility for compliance with applicable FAR. C. Purpose of Flight. The User agrees that it will use the Operator’s Aircraft only for purposes expressly permitted by FAR Part 91 of the Federal Aviation Administration’s (“FAA”) regulations. D. Scheduling Flights. i. Schedule Process. In order to schedule a flight on the Operator’s Aircraft, the User shall contact the Operator’s aviation manager and request use of the Operator’s Aircraft for a particular date and time and include information with regard to the destination of the planned flight. The Operator’s aviation manager shall determine whether the Aircraft is available for lease at that time and seek approval for the flight from the Operator. If the Aircraft is available, the Operator’s aviation manager shall handle all details arising out of the User’s scheduling of the Aircraft, such as filing flight plans and arranging for in-flight catering. Determination of the availability of the Operator’s Aircraft for lease to the User shall be left to the sole discretion of the Operator. The Operator shall have the right to cancel a proposed lease of the Aircraft by telephonic or other notice to the User at any time prior to the departure of the Aircraft at the inception of the lease. The parties acknowledge that they may each use the same aviation manager for purpose of this Section 2(D)(i). ii. Equal Time. The parties intend to lease their Aircraft to one another on an equal time basis. a. Each and every lease under this Agreement must be approved by the Operator prior to scheduling such flight. Approval shall be at the sole discretion of the Operator. Neither party shall be obligated to make its Aircraft available to the other party for any flight under this Agreement. b. For all purposes of this Agreement, a lease of an Aircraft under this Agreement shall be based on actual logged flight time, and shall include any positioning flight required by the User. 3. Operational Expenses. No charge, assessment or fee is to be made by either Party for its respective Aircraft use. Quarterly, the parties shall direct the aircraft manager of each Aircraft to calculate and provide a written report to each party showing the number of hours operated under this Agreement (i) during the most recently ended quarter, (ii) for the then- current calendar year-to-date and (iii) during the Term of this Agreement. If in any calendar year one party has leased the other party’s Aircraft for a greater number of hours than the other party, those hours will be carried forward into the subsequent calendar year or years of this Agreement for purposes of this reconciliation.
-3- 4. Flight Crew. A. Provision of Flight Crew. As is consistent with the FAR, the Operator shall provide flight crew for all flights operated under this Agreement. Such flight crew shall be duly qualified and licensed and shall exercise all of its duties and responsibilities in regard to the safety of each flight conducted under this Agreement in accordance with applicable FAR. B. Pilot Duties. Pilots shall exercise pilots’ duties and responsibilities in regard to the safety of each flight conducted pursuant to this Agreement in accordance with the applicable FAR. When safety may be compromised, in the view of the pilots of any Aircraft used pursuant to this Agreement, the pilots may terminate a flight, refuse to commence a flight or take other action necessitated by safety considerations. Nothing in this Agreement shall be construed to abridge the authority and responsibility of the pilot-in-command as provided under pertinent FAR Part 91 regulations. 5. Recordkeeping. The Operator shall keep accurate, complete and current, records pertaining to flight operations in compliance with FAA requirements, as well as all records kept by reasonable and prudent businesses in the normal course of operating a flight department. These records shall include flights conducted, pilot training and licensing, and any Aircraft accidents or incidents. Such records shall be available to both parties during business hours. 6. Maintenance. A. Maintenance Standards. Each Operator shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on its respective Aircraft. Each Aircraft will be maintained and inspected as required by FAR Part 91. B. Cost of Maintenance. Each Operator shall bear the cost of all maintenance performed on its Aircraft, except such additional maintenance or repair which arises out of the negligence or misconduct of the leasing User, or any other person or persons for which the User is responsible. Any maintenance or repair required because of such negligence or misconduct will be fully charged to the User to the extent such cost is not covered by insurance or a third party. C. Maintenance Records. Each Operator shall keep accurate, complete and current, maintenance records on its Aircraft in compliance with FAA requirements. These records shall include scheduled maintenance, repairs, modifications, scheduled inspections, functional tests and overhauls performed. Such records shall be available to both parties during normal business hours. 7. Damage Reports. The Operator shall immediately notify the User of any accident or incident connected with the use of any of the Aircraft hereunder, and shall include in such report the time, place and nature of the accident or incident, the nature and extent of damage caused to property, the names and addresses of persons injured, the names and addresses of witnesses, and such other information as may be relevant to such accident or incident.
-4- 8. Insurance. A. Throughout the Term, each Operator shall maintain insurance with respect to its Aircraft covering: i. all-risk hull insurance with respect to such Aircraft, against any loss, theft, or damage to such Aircraft, including, without limitation, extended coverage with respect to any engine or parts while removed from the Aircraft. The User shall have no claim to the proceeds of hull insurance maintained with respect to such Aircraft; and ii. comprehensive aviation liability insurance with respect to the Operator’s Aircraft, including, without limitation, aircraft passenger and property damage coverage for such Aircraft for an amount not less than Four Hundred Million Dollars ($400,000,000) single limit liability coverage and naming the other party and each of its affiliates and their respective members, directors, officers, managers, employees and agents and such other persons as the User may reasonably request as insureds or additional insureds. Such insurance shall include waiver of subrogation rights in favor of the Operator and the other insureds and additional insureds. Such insurance shall also be primary without any right of contribution from any other insurance available to any other insureds or additional insureds. B. The parties agree that the insurance specified in Section 8(A) shall provide the sole recourse to User, User’s affiliates, their respective members, directors, officers, managers, employees and agents and any person claiming by, through, or under the foregoing (collectively, the “User Parties”) for all claims, losses, liabilities, obligations, demands, suits, judgments or causes of action, penalties, fines, costs and expenses of any nature whatsoever, including attorneys’ fees and expenses (each, a “Claim” and collectively, the “Claims”) for or on account of, or arising out of, or in any way connected with the Operator’s breach of this Agreement or possession, maintenance, storage, use or operation of the Operator’s Aircraft, including injury to or death of any persons, which may result from, arise out of, or is in any way connected with the possession, maintenance, storage, use or operation of the Aircraft during the term of this Agreement. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE OPERATOR OR ANY OF THE OPERATOR PARTIES (AS DEFINED BELOW) BE LIABLE TO THE USER, ANY USER PARTIES, OR ANY OTHER THIRD PART(IES), AS THE CASE MAY BE, FOR ANY CLAIMS IN EXCESS OF THE AMOUNT PAID TO SUCH USER, USER PARTIES, OR ANY OTHER THIRD PART(IES), AS APPLICABLE, BY THE OPERATOR’S INSURANCE CARRIER. TO THE EXTENT USER OR ANY OF THE USER PARTIES OR ANY THIRD PART(IES) BRING(S) A CLAIM OR CLAIMS AGAINST THE OPERATOR OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “OPERATOR PARTIES”) IN AN AMOUNT IN EXCESS OF THE AMOUNT PAID TO SUCH PERSON(S) BY THE OPERATOR’S INSURANCE CARRIER, USER HEREBY AGREES TO INDEMNIFY
-5- AND HOLD HARMLESS THE OPERATOR PARTIES FOR ANY SUCH AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY THE OPERATOR’S INSURANCE CARRIER. C. THE OPERATOR SHALL IN NO EVENT BE LIABLE TO THE USER PARTIES FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES OR FOR ANY REASON INCLUDING ANY DELAY OR FAILURE TO FURNISH THE AIRCRAFT OR CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON-PERFORMANCE OF ANY SERVICES COVERED BY THIS AGREEMENT. D. This Section 8 shall survive termination or expiration of this Agreement. 9. Loss or Damage. A. Risk of Loss. Each Operator shall bear the risk of loss of its own Aircraft, even while its Aircraft is being used by the User, and shall have the sole right to insurance proceeds payable under hull insurance policies maintained by it in the event of any loss or casualty occurrence. B. Repair or Replacement. The Operator shall not be obligated to repair or replace its Aircraft after a loss or casualty occurrence. In the event of an actual or constructive total loss of the Aircraft, this Agreement shall terminate, except with respect to the provisions of this Agreement regarding Insurance, Indemnification, and Termination, which shall survive the total loss of the Aircraft. 10. Liens. The User shall not directly or indirectly create or incur any mortgage, pledge, lien, charge, encumbrance, security interest, right or claim of any kind (“Lien”) on, or with respect to, the Operator’s Aircraft, title thereto or any interest therein. 11. Representations and Warranties. Each party represents, warrants and covenants to the other party that: (i) it is a corporation or limited liability company, duly organized and existing in good standing under the laws of the state in which it is organized with the necessary power and qualifications to perform this Agreement; (ii) that this Agreement has been duly authorized by all necessary action on the part of the party and constitutes a valid and binding obligation of such party, enforceable in accordance with its terms; (iii) it agrees that it will do nothing to impair the registration of the other party’s Aircraft in the United States throughout the Term;
-6- (iv) it shall not utilize the other party’s Aircraft for any illegal purpose or for the purpose of providing air transportation of passengers or cargo, except as permitted under FAR 14 C.F.R. Part 91; (v) it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the other party’s Aircraft pursuant to this Agreement; and (vi) it shall not operate any Aircraft under this Agreement unless such Aircraft is in airworthy condition. 12. Termination. Either party may terminate this Agreement by providing the other party ten (10) days’ written notice of its intent to terminate this Agreement. 13. Miscellaneous. A. Entire Agreement. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof; it supersedes any prior agreement or understandings among them, oral or written, all of which are hereby canceled. B. Notices. Any notice, request or other communication to any party by any other party hereunder shall be conveyed in writing and shall be deemed given on the earlier of the date (i) personally delivered with receipt acknowledged, or (ii) telecopied at the time of transmission, or (iii) three (3) days after mailed by certified mail, return receipt requested, postage paid and addressed to the party at the address set forth below. The address of a party to which notices or copies of notice are to be given may be changed from time to time by such party by written notice to the other parties. To: Party A Joust Capital II, LLC To: Party B Danaher Corporation 2200 Pennsylvania Avenue, N.W. Suite 800W Washington, D.C. 20037-1701 C. No Partnership or Joint Venture. It is not the purpose or intention of this Agreement to create, and this Agreement shall not be considered as creating, a joint venture, partnership or other relationship whereby any party shall be held liable for the omissions or commissions of any other party. No partnership, legal person, association or jural entities are intended or hereby created by the parties.
-7- D. Successors and Assigns. The rights and obligations of the parties hereunder shall inure to the benefit of, and be binding and enforceable upon, the respective successors, assigns and permitted transferees of the parties. E. Governing Law. The laws of the State of Delaware (excluding the conflicts of laws rules thereof) shall govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the parties. F. Severability of Provisions. If any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision of this Agreement prohibited or unenforceable in any respect. G. Headings. Headings and captions used herein are inserted for reference purposes only and shall not affect the interpretation or construction of this Agreement. H. Further Assurances. Each party hereto shall execute and deliver all such further instruments and documents as may reasonably be requested by the other parties in order to fully carry out the intent and accomplish the purposes of this Agreement. I. Counterparts. This Agreement may be executed in counterparts which shall, singly or in the aggregate, constitute a fully executed and binding agreement. 14. Truth-in-Leasing. In accordance with FAR Section 91.23: A. The parties agree that they will provide copies and notification of this Agreement to the FAA as required by FAR Section 91.23. B. It is hereby stated as follows: EACH PARTY HEREBY CERTIFIES THAT ITS AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS INTERCHANGE AGREEMENT (OR SUCH SHORTER PERIOD TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD) IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91, AND ALL APPLICABLE REQUIREMENTS FOR MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN COMPLIED WITH. PARTY A AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE PARTY A AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, PARTY A SHALL BE KNOWN AS, CONSIDERED AND IN FACT WILL BE THE OPERATOR OF THE AIRCRAFT AS PROVIDED HEREIN. PARTY B AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE PARTY B
-8- AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, PARTY B SHALL BE KNOWN AS, CONSIDERED AND IN FACT WILL BE THE OPERATOR OF THE AIRCRAFT AS PROVIDED HEREIN. THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FAR CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE. EACH PARTY AGREES TO UNDERSTAND AND ABIDE BY THESE REGULATIONS. EACH PARTY HERETO CERTIFIES THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA. [The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. JOUST CAPITAL II, LLC By: _/s/ C S Brannan__________________ Name: Scott Brannan Title: Vice President DANAHER CORPORATION By: __/s/ Brett Cornell_________________ Name: Brett Cornell Title: Senior Vice President - Tax, Treasury & Finance
Exhibit 22.1
Subsidiary Issuers of Guaranteed Securities
As of September 29, 2023, Danaher Corporation (Parent Guarantor) was the sole guarantor of the following senior unsecured notes issued by:
DH Europe Finance S.a.r.l., a Luxembourg company and wholly-owned subsidiary of the Parent Guarantor:
•1.2% EUR notes due 2027
DH Europe Finance II S.a.r.l., a Luxembourg company and wholly-owned subsidiary of the Parent Guarantor:
•Euro-denominated commercial paper due 2023
•2.2% USD notes due 2024
•0.2% EUR notes due 2026
•0.45% EUR notes due 2028
•2.6% USD notes due 2029
•0.75% EUR notes due 2031
•1.35% EUR notes due 2039
•3.25% USD notes due 2039
•1.8% EUR notes due 2049
•3.4% USD notes due 2049
DH Switzerland Finance S.a.r.l., a Luxembourg company and wholly-owned subsidiary of the Parent Guarantor:
•0.5% CHF notes due 2023
•1.125% CHF notes due 2028
DH Japan Finance S.a.r.l., a Luxembourg company and wholly-owned subsidiary of the Parent Guarantor:
•0.3% JPY notes due 2027
•0.65% JPY notes due 2032
Veralto Corporation, a wholly-owned subsidiary of the Parent Guarantor:
•5.50% Veralto Bonds due 2026
•5.35% Veralto Bonds due 2028
•4.15% Veralto Bonds due 2031
•5.45% Veralto Bonds due 2033
Exhibit 31.1
Certification
I, Rainer M. Blair, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | October 23, 2023 | By: | /s/ Rainer M. Blair | ||||||||
| Rainer M. Blair | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 31.2
Certification
I, Matthew R. McGrew, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | October 23, 2023 | By: | /s/ Matthew R. McGrew | ||||||||
| Matthew R. McGrew | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rainer M. Blair, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Danaher Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Danaher Corporation.
| Date: | October 23, 2023 | By: | /s/ Rainer M. Blair | ||||||||
| Rainer M. Blair | |||||||||||
| President and Chief Executive Officer | |||||||||||
This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Danaher Corporation specifically incorporates it by reference.
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew R. McGrew, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Danaher Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Danaher Corporation.
| Date: | October 23, 2023 | By: | /s/ Matthew R. McGrew | ||||||||
| Matthew R. McGrew | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Danaher Corporation specifically incorporates it by reference.