Price Graph
Price
Yield
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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59-1995548
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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2200 Pennsylvania Ave. N.W., Suite 800W
Washington, D.C.
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20037-1701
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock $.01 par value
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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PAGE
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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delivering sales growth, excluding the impact of acquired businesses, in excess of the overall market growth for the types of products and services we provide;
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upper quartile financial performance compared to our peer companies; and
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upper quartile cash flow generation from operations compared to our peer companies.
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2015
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2014
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2013
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Test & Measurement
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13
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%
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14
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%
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14
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%
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Environmental
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18
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%
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19
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%
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18
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%
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Life Sciences & Diagnostics
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40
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%
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38
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%
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38
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%
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Dental
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13
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%
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11
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%
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11
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%
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Industrial Technologies
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16
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%
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18
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%
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19
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%
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•
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Professional Tools
. We manufacture and distribute professional tools, toolboxes and automotive diagnostic equipment through our network of franchised mobile distributors, who sell primarily to professional mechanics under the MATCO brand. Professional mechanics typically select tools based on relevant innovative features and the other factors described under “—Competition.”
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•
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Wheel Service Equipment
. We produce a full-line of wheel service equipment including brake lathes, tire changers, wheel balancers, and wheel weights under the AMMCO, BADA and COATS brands. Typical users of these products are automotive tire and repair shops. Sales are generally made through our direct sales personnel and independent distributors. Competition in the wheel service equipment business is based on the factors described under “—Competition.”
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•
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a wide range of analytical instruments, software and related consumables and services that detect and measure chemical, physical, and microbiological parameters in ultra-pure, potable, waste, ground and ocean water;
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ultraviolet disinfection systems, which disinfect billions of gallons of municipal, industrial and consumer water every day in more than 35 countries; and
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•
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industrial water treatment solutions, including chemical treatment solutions intended to address corrosion, scaling and biological growth problems in boiler, cooling water and industrial wastewater applications as well as associated analytical services.
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Retail/Commercial Petroleum
. Our retail/commercial petroleum products include environmental monitoring and leak detection systems; vapor recovery equipment; fuel dispensers for petroleum and compressed natural gas; point-of-sale and secure electronic payment technologies for retail petroleum stations; submersible turbine pumps; and remote monitoring and outsourced fuel management services, including compliance services, fuel system maintenance, and inventory planning and supply chain support. Typical users of these products include independent and company-owned retail petroleum stations, high-volume retailers, convenience stores, and commercial vehicle fleets. Our retail/commercial petroleum products are marketed under a variety of brands, including ANGI, DOMS, GASBOY, GILBARCO, GILBARCO AUTOTANK and VEEDER-ROOT.
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Telematics
. Our telematics products include vehicle tracking and fleet management hardware and software solutions that fleet managers use to position and dispatch vehicles, manage fuel consumption and promote vehicle safety, compliance, operating efficiency and productivity. Typical users of these solutions span a variety of industries and include businesses and other organizations that manage vehicle fleets. Our telematics products are marketed under a variety of brands, including NAVMAN WIRELESS and TELETRAC.
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our chemistry systems use electrochemical detection and chemical reactions with patient samples to detect and quantify substances of diagnostic interest in blood, urine and other body fluids. Commonly performed tests include glucose, cholesterol, triglycerides, electrolytes, proteins and enzymes, as well as tests to detect urinary tract infections and kidney and bladder disease.
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our immunoassay systems also detect and quantify chemical substances of diagnostic interest in body fluids, particularly in circumstances where more specialized diagnosis is required. Commonly performed immunoassay tests assess thyroid function, screen and monitor for cancer and cardiac risk and provide important information in fertility and reproductive testing.
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our cellular analysis business includes hematology and flow cytometry products. The business’ hematology systems use principles of physics, optics, electronics and chemistry to separate cells of diagnostic interest and then quantify and characterize them, allowing clinicians to study formed elements in blood (such as red and white blood cells and platelets). The business’ flow cytometry products rapidly sort, identify, categorize and characterize multiple types of cells in suspension, allowing clinicians to determine cell types and characteristics and analyze specific cell populations based on molecular differences.
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our microbiology systems are used for the identification of bacteria and antibiotic susceptibility testing (ID/AST) from human clinical samples, to detect and quantify bacteria related to microbial infections in urine, blood, and other body fluids, and to detect infections such as urinary tract infections, pneumonia and wound infections. Our technology enables direct testing of clinical isolates to ensure reliable detection of resistance to antibiotics.
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we also offer systems and workflow solutions that allow laboratories to automate a number of steps from the pre-analytical through post-analytical stages including sample barcoding/information tracking, centrifugation, aliquotting, storage and conveyance. These systems along with the analyzers described above are controlled through laboratory level software that enables laboratory managers to monitor samples, results and lab efficiency.
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laser scanning (confocal) microscopes;
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compound microscopes and related equipment;
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surgical and other stereo microscopes; and
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specimen preparation products for electron microscopy.
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Life Sciences
. Pall’s life sciences technologies facilitate the process of drug discovery, development, regulatory validation and production and are sold to biopharmaceutical, food and beverage and medical customers. In the biopharmaceutical area, we sell a broad line of filtration and purification technologies, associated hardware and engineered systems primarily to pharmaceutical and biotechnology companies for use in the development and commercialization of chemically synthesized and biologically derived drugs, plasma and vaccines. Biotechnology drugs, plasma and biologically derived vaccines in particular are filtration and purification intensive and represent a significant area of growth for Pall in the biopharmaceutical area. In the food and beverage area, we serve the filtration needs of the beer, wine, dairy, alcohol-free beverage, bottled water, and food ingredient markets, helping customers ensure the quality and safety of their products while lowering operating costs and minimizing waste. In the medical area, hospitals use our breathing circuit and intravenous filters and water filters to help control the spread of infections.
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Industrial
. Virtually all of the raw materials, process fluids and waste streams that course through industry are candidates for multiple stages of filtration, separation and purification. Pall’s industrial technologies enhance the quality and efficiency of manufacturing processes and keep equipment such as airplanes and manufacturing equipment running efficiently for process technologies, aerospace and microelectronics customers. The process technologies area consists of a broad range of end-markets, including producers and users of energy, oil, gas, renewable and alternative fuels, power, chemicals and water, as well as producers of mobile equipment and trucks, pulp and paper, automobiles and metals. Within these end-markets, demand is driven by end users and original equipment manufacturers (“OEM”) working to increase production and efficiency, reduce costs, produce cleaner burning fuels, conserve water, meet environmental regulations and develop alternative fuel sources. In the aerospace area, we sell filtration and fluid monitoring equipment to the aerospace industry for use on commercial and military aircraft, marine and land-based military vehicles to help protect critical systems and components. In the microelectronics area, we sell highly sophisticated filtration and purification technologies for the semiconductor, data storage, graphic arts, advanced display and electronic components markets, including contamination control solutions for chemical, gas, water, chemical mechanical polishing and photolithography processes.
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implant systems and dental prosthetics;
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orthodontic bracket systems and lab products;
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endodontic systems and related consumables;
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restorative materials and instruments including rotary burrs, impression materials, bonding agents and cements;
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infection prevention products;
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digital imaging systems and software and other visualization and magnification systems;
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air and electric handpieces and associated consumables; and
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treatment units.
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we provide a variety of equipment used to print bar codes, date codes, lot codes and other information on primary and secondary packaging. Our equipment can apply high-quality alphanumeric codes, logos and graphics to a wide range of surfaces at a variety of line speeds, angles and locations on a product or package.
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we are a leading global supplier of integrated solutions for packaging, sign and display finishing, commercial printing and professional publishing. We provide software for artwork creation, structural design, workflow automation, quality assurance and online collaboration, flexo computer-to-plate imagers and digital finishing systems.
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we provide innovative color solutions through measurement systems, software, color standards and related services. Our expertise in inspiring, selecting, measuring, formulating, communicating and matching color helps users improve the quality and effectiveness of their products and reduce costs.
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2015
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2014
|
||||
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Test & Measurement
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$
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174.2
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$
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170.6
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Environmental
|
655.6
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643.1
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Life Sciences & Diagnostics
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1,188.6
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447.2
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Dental
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49.8
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67.5
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Industrial Technologies
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600.8
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638.1
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Total
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$
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2,669.0
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$
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1,966.5
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2015
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2014
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2013
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||||||
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Test & Measurement
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$
|
208.1
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|
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$
|
214.1
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$
|
216.3
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Environmental
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188.6
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182.7
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166.8
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|||
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Life Sciences & Diagnostics
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554.6
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506.5
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476.4
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|||
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Dental
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133.8
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82.4
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75.3
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|||
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Industrial Technologies
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154.0
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171.3
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169.6
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|||
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Total
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$
|
1,239.1
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$
|
1,157.0
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$
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1,104.4
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•
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Establishment Registration
. We must register with the FDA each facility where regulated products are developed or manufactured. The FDA periodically inspects these facilities.
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Marketing Authorization
. We must obtain FDA authorization to begin marketing a regulated, 510(k)-non-exempted product in the United States. For some of our products, this authorization is obtained by submitting a 510(k) pre-market notification, which generally provides data on the performance of the product to allow the FDA to determine substantial equivalence to a product already in commercial distribution in the United States. Other of our products must go through a formal pre-market approval process which includes the review of non-clinical laboratory studies and clinical investigations, as well as an inspection by the FDA prior to market approval.
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Quality Systems
. We are required to establish a quality system that includes procedures for ensuring regulated products are developed, manufactured and distributed in accordance with specified standards. We also must establish procedures for investigating and responding to customer complaints regarding the performance of regulated products.
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Labeling
. The labeling for the products must contain specified information. In some cases, the FDA must review and approve the labeling and any quality assurance protocols specified in the labeling.
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Imports and Exports
. The FDCA establishes requirements for importing products into and exporting products from the United States. In general, any limitations on importing and exporting products apply only to products that have not received marketing authorization.
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Post-Market Reporting
. After regulated products have been distributed to customers, we may receive product complaints requiring us to investigate and report to the FDA certain events involving the products. We also must notify the FDA when we conduct recalls involving our products.
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The Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a federal health care program, such as Medicare or Medicaid.
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The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) prohibits knowingly and willfully (1) executing a scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient-identifiable health information, mandates the adoption of standards relating to the privacy and security of patient-identifiable health information and requires us to report certain security breaches with respect to such information.
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The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery.
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The Physician Payments Sunshine Act requires manufacturers of medical devices covered under Medicare and Medicaid to record transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare and Medicaid Services for subsequent public disclosure. Similar reporting requirements have also been enacted on the state level, and an increasing number of countries worldwide either have adopted or are considering similar laws requiring transparency of interactions with health care professionals.
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the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls, which, among other things, imposes license requirements on the export from the United States of defense articles and defense services (which are items specifically designed or adapted for a military application and/or listed on the United States Munitions List);
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the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which, among other things, impose licensing requirements on the export or re-export of certain dual-use goods, technology and software (which are items that potentially have both commercial and military applications);
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the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on United States foreign policy and national security considerations; and
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the import regulatory activities of the U.S. Customs and Border Protection.
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2015
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2014
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2013
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Test & Measurement
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46
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%
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48
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%
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49
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%
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Environmental
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50
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%
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54
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%
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57
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%
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Life Sciences & Diagnostics
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63
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%
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65
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%
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65
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%
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Dental
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54
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%
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54
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%
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53
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%
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Industrial Technologies
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56
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%
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57
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%
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57
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%
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Total percentage of revenue derived from customers outside of the United States
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56
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%
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58
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%
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58
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%
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2015
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2014
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2013
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Test & Measurement
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20
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%
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18
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%
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20
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%
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Environmental
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35
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%
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37
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%
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38
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%
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Life Sciences & Diagnostics
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52
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%
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45
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%
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48
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%
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Dental
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40
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%
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46
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%
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33
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%
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Industrial Technologies
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37
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%
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34
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%
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37
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%
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Total percentage of long-lived assets located outside of the United States
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46
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%
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39
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%
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39
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%
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reducing demand for our products (in this Item 1A, references to products also includes software) and services, limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;
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increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;
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increasing price competition in our served markets;
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supply interruptions, which could disrupt our ability to produce our products;
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increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets such as real estate and tax assets; and
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increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us.
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correctly identify customer needs and preferences and predict future needs and preferences;
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allocate our research and development funding to products and services with higher growth prospects;
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anticipate and respond to our competitors' development of new products and services and technological innovations;
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differentiate our offerings from our competitors' offerings and avoid commoditization;
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innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets;
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obtain adequate intellectual property rights with respect to key technologies before our competitors do;
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successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time;
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obtain necessary regulatory approvals of appropriate scope, including with respect to medical device products by demonstrating satisfactory clinical results where applicable; and
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stimulate customer demand for and convince customers to adopt new technologies.
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any acquired business, technology, service or product could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable.
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we may incur or assume significant debt in connection with our acquisitions, joint ventures or strategic relationships.
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acquisitions, joint ventures or strategic relationships could cause our financial results to differ from our own or the investment community's expectations in any given period, or over the long-term.
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pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period.
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acquisitions, joint ventures or strategic relationships could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address.
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we could experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers.
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we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, joint venture or strategic relationship.
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we may assume by acquisition, joint venture or strategic relationship unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company's activities. The realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations.
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in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results.
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as a result of our acquisitions, we have recorded significant goodwill and other intangible assets on our balance sheet. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets.
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we may have interests that diverge from those of our joint venture partners or other strategic partners and we may not be able to direct the management and operations of the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk.
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•
|
many of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for health care products and services and research activities. The U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), health care austerity measures in other countries and other potential health care reform changes and government austerity measures may reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services. Global economic uncertainty or deterioration can also adversely impact government funding and reimbursement.
|
|
•
|
governmental and private health care providers and payors around the world are increasingly utilizing managed care for the delivery of health care services, forming group purchasing organizations to improve their purchasing leverage and using competitive bid processes to procure health care products and services.
|
|
•
|
we are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and between our subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies. In other circumstances, we may be required to obtain an export license before exporting the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory.
|
|
•
|
we also have agreements to sell products and services to government entities and are subject to various statutes and regulations that apply to companies doing business with government entities. The laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing and other terms and conditions that are not applicable to private contracts. Our agreements with government entities may be subject to termination, reduction or modification at the convenience of the government or in the event of changes in government requirements, reductions in federal spending and other factors, and we may underestimate our costs of performing under the contract. In certain cases, a governmental entity may require us to pay back amounts it
|
|
•
|
interruption in the transportation of materials to us and finished goods to our customers;
|
|
•
|
differences in terms of sale, including payment terms;
|
|
•
|
local product preferences and product requirements;
|
|
•
|
changes in a country's or region's political or economic conditions, such as the devaluation of particular currencies;
|
|
•
|
trade protection measures, embargoes and import or export restrictions and requirements;
|
|
•
|
unexpected changes in laws or regulatory requirements, including negative changes in tax laws;
|
|
•
|
limitations on ownership and on repatriation of earnings and cash;
|
|
•
|
the potential for nationalization of enterprises;
|
|
•
|
changes in medical reimbursement policies and programs;
|
|
•
|
limitations on legal rights and our ability to enforce such rights;
|
|
•
|
difficulty in staffing and managing widespread operations;
|
|
•
|
differing labor regulations;
|
|
•
|
difficulties in implementing restructuring actions on a timely or comprehensive basis; and
|
|
•
|
differing protection of intellectual property.
|
|
•
|
Test & Measurement, 38;
|
|
•
|
Environmental, 46;
|
|
•
|
Life Sciences & Diagnostics, 143;
|
|
•
|
Dental, 48; and
|
|
•
|
Industrial Technologies, 61.
|
|
Name
|
|
Age
|
|
Position
|
|
Officer Since
|
|
Steven M. Rales
|
|
64
|
|
Chairman of the Board
|
|
1984
|
|
Mitchell P. Rales
|
|
59
|
|
Chairman of the Executive Committee
|
|
1984
|
|
Thomas P. Joyce, Jr.
|
|
55
|
|
Chief Executive Officer and President
|
|
2002
|
|
Daniel L. Comas
|
|
52
|
|
Executive Vice President and Chief Financial Officer
|
|
1996
|
|
William K. Daniel II
|
|
51
|
|
Executive Vice President
|
|
2006
|
|
James A. Lico
|
|
50
|
|
Executive Vice President
|
|
2002
|
|
Brian W. Ellis
|
|
49
|
|
Senior Vice President – General Counsel
|
|
2016
|
|
William H. King
|
|
48
|
|
Senior Vice President – Strategic Development
|
|
2005
|
|
Angela S. Lalor
|
|
50
|
|
Senior Vice President – Human Resources
|
|
2012
|
|
Robert S. Lutz
|
|
58
|
|
Senior Vice President – Chief Accounting Officer
|
|
2002
|
|
Daniel A. Raskas
|
|
49
|
|
Senior Vice President – Corporate Development
|
|
2004
|
|
|
2015
|
|
2014
|
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividends Per Share
|
|
High
|
|
Low
|
|
Dividends Per Share
|
|
||||||||||||
|
First quarter
|
$
|
88.10
|
|
|
$
|
81.25
|
|
|
$
|
0.135
|
|
(a)
|
$
|
78.80
|
|
|
$
|
71.89
|
|
|
$
|
0.100
|
|
(b)
|
|
Second quarter
|
$
|
90.25
|
|
|
$
|
81.59
|
|
|
$
|
0.135
|
|
|
$
|
81.14
|
|
|
$
|
71.75
|
|
|
$
|
0.100
|
|
|
|
Third quarter
|
$
|
92.92
|
|
|
$
|
82.30
|
|
|
$
|
0.135
|
|
|
$
|
80.00
|
|
|
$
|
73.02
|
|
|
$
|
0.100
|
|
|
|
Fourth quarter
|
$
|
97.62
|
|
|
$
|
86.52
|
|
|
$
|
0.135
|
|
|
$
|
87.49
|
|
|
$
|
70.12
|
|
|
$
|
0.100
|
|
|
|
|
||||||||||||||||||||||||
|
(a)
The Company increased its quarterly dividend rate in the first quarter of 2015 to $0.135 per share.
|
||||||||||||||||||||||||
|
(b)
The Company increased its quarterly dividend rate in the first quarter of 2014 to $0.10 per share.
|
||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
||||||||||
|
Sales
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
$
|
17,474.8
|
|
|
$
|
15,418.8
|
|
|
|
Operating profit
|
3,469.1
|
|
|
3,346.6
|
|
|
3,120.5
|
|
|
2,979.6
|
|
|
2,479.4
|
|
|
|||||
|
Net earnings from continuing operations
|
2,598.7
|
|
(b)
|
2,543.1
|
|
(c)
|
2,590.6
|
|
(d)
|
2,181.3
|
|
|
1,798.6
|
|
|
|||||
|
Earnings from discontinued operations, net of income taxes
|
758.7
|
|
(a)
|
55.3
|
|
|
104.4
|
|
|
210.9
|
|
(e)
|
373.7
|
|
(f)
|
|||||
|
Net earnings
|
$
|
3,357.4
|
|
(a) (b)
|
$
|
2,598.4
|
|
(c)
|
$
|
2,695.0
|
|
(d)
|
$
|
2,392.2
|
|
(e)
|
$
|
2,172.3
|
|
(f)
|
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
3.72
|
|
(b)
|
$
|
3.62
|
|
(c)
|
$
|
3.72
|
|
(d)
|
$
|
3.15
|
|
|
$
|
2.66
|
|
|
|
Diluted
|
3.67
|
|
(b)
|
3.56
|
|
(c)
|
3.65
|
|
(d)
|
3.07
|
|
|
2.58
|
|
|
|||||
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
1.09
|
|
(a)
|
$
|
0.08
|
|
|
$
|
0.15
|
|
|
$
|
0.30
|
|
(e)
|
$
|
0.55
|
|
(f)
|
|
Diluted
|
1.07
|
|
(a)
|
0.08
|
|
|
0.15
|
|
|
0.30
|
|
(e)
|
0.53
|
|
(f)
|
|||||
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
4.81
|
|
(a) (b)
|
$
|
3.70
|
|
(c)
|
$
|
3.87
|
|
(d)
|
$
|
3.45
|
|
(e)
|
$
|
3.21
|
|
(f)
|
|
Diluted
|
4.74
|
|
(a) (b)
|
3.63
|
|
(c) *
|
3.80
|
|
(d)
|
3.36
|
|
(e) *
|
3.11
|
|
(f)
|
|||||
|
Dividends declared per share
|
$
|
0.54
|
|
(g)
|
$
|
0.40
|
|
(h)
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
|
Total assets
|
$
|
48,222.2
|
|
|
$
|
36,991.7
|
|
|
$
|
34,672.2
|
|
|
$
|
32,941.0
|
|
|
$
|
29,949.5
|
|
|
|
Total debt
|
$
|
12,870.4
|
|
|
$
|
3,473.4
|
|
|
$
|
3,499.0
|
|
|
$
|
5,343.1
|
|
|
$
|
5,305.2
|
|
|
|
|
||||||||||||||||||||
|
(a)
Includes $767 million after-tax gain ($1.08 per diluted share) on disposition of the Company’s communications business. Refer to Note 3 of the Notes in the Consolidated Financial Statements for additional information.
|
||||||||||||||||||||
|
(b)
Includes $12 million ($8 million after-tax or $0.01 per diluted share) gain on sale of certain marketable equity securities. Refer to Note 13 in the Consolidated Financial Statements for additional information.
|
||||||||||||||||||||
|
(c)
Includes $34 million ($26 million after-tax or $0.04 per diluted share) gain on sale of the Company’s electric vehicle systems (“EVS”)/hybrid product line and $123 million ($77 million after-tax or $0.11 per diluted share) gain on sale of certain marketable equity securities. Refer to Notes 3 and 13, respectively, in the Consolidated Financial Statements for additional information.
|
||||||||||||||||||||
|
(d)
Includes $230 million ($144 million after-tax or $0.20 per diluted share) gain on sale of the Company’s investment in the Apex Tool Group, LLC (“Apex”) joint venture and $202 million ($125 million after-tax or $0.18 per diluted share) gain on sale of certain marketable equity securities. Refer to Notes 3 and 13, respectively, in the Consolidated Financial Statements for additional information.
|
||||||||||||||||||||
|
(e)
Includes $149 million ($94 million after-tax or $0.13 per diluted share) gain on sale of the Company’s Accu-Sort and Kollmorgen Electro-Optical businesses.
|
||||||||||||||||||||
|
(f)
Includes $328 million ($202 million after-tax or $0.29 per diluted share) gain on sale of the Company’s Pacific Scientific Aerospace business.
|
||||||||||||||||||||
|
(g)
The Company increased its quarterly dividend rate in 2015 to $0.135 per share.
|
||||||||||||||||||||
|
(h)
The Company increased its quarterly dividend rate in 2014 to $0.10 per share.
|
||||||||||||||||||||
|
* Net earnings per share amounts do not add due to rounding.
|
||||||||||||||||||||
|
•
|
Overview
|
|
•
|
Results of Operations
|
|
•
|
Liquidity and Capital Resources
|
|
•
|
Critical Accounting Estimates
|
|
•
|
New Accounting Standards
|
|
•
|
a multi-industry, science and technology growth company that will retain the Danaher name and consist of Danaher’s existing Life Sciences & Diagnostics (including Pall) and Dental segments and water quality as well as the product identification businesses, which in aggregate generated approximately
$16.5 billion
of revenue in 2015 (adjusted to include the full annual revenues of Pall for 2015); and
|
|
•
|
a diversified industrial growth company (Fortive Corporation (“Fortive”)) that will consist of Danaher’s existing Test & Measurement segment, Industrial Technologies segment (excluding the product identification businesses) and retail/commercial petroleum business, which in aggregate generated approximately
$6.0 billion
of revenue in 2015.
|
|
•
|
Higher
2015
sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in
2014
and
2015
, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the effect of a stronger U.S. dollar in
2015
-
75
basis points
|
|
•
|
Lower year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives -
25
basis points
|
|
•
|
Acquisition related charges associated with Pall, including transaction costs deemed significant, change in control payments, and fair value adjustments to acquired inventory and deferred revenue, net of the positive impact of freezing pension benefits -
65
basis points
|
|
•
|
The incremental net dilutive effect in
2015
of acquired businesses, including Pall, net of the positive effect of the product line disposition in the third quarter of 2014 -
85
basis points
|
|
•
|
Charges associated with the anticipated 2016 Separation -
10
basis points
|
|
•
|
Higher 2014 sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013 and 2014, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments - 95 basis points
|
|
•
|
Incremental year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives - 15 basis points
|
|
•
|
The incremental net dilutive effect in 2014 of acquired businesses and acquisition-related charges recorded in 2014 associated with the Nobel Biocare acquisition, including transaction costs deemed significant and fair value adjustments to acquired inventory, net of the positive effect of the product line disposition in the third quarter of 2014 - 40 basis points
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Test & Measurement
|
$
|
2,654.8
|
|
|
$
|
2,702.1
|
|
|
$
|
2,582.4
|
|
|
Environmental
|
3,635.4
|
|
|
3,547.3
|
|
|
3,316.9
|
|
|||
|
Life Sciences & Diagnostics
|
8,213.1
|
|
|
7,185.7
|
|
|
6,856.4
|
|
|||
|
Dental
|
2,736.8
|
|
|
2,193.1
|
|
|
2,094.9
|
|
|||
|
Industrial Technologies
|
3,323.0
|
|
|
3,525.8
|
|
|
3,432.5
|
|
|||
|
Total
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
2,654.8
|
|
|
$
|
2,702.1
|
|
|
$
|
2,582.4
|
|
|
Operating profit
|
614.4
|
|
|
573.2
|
|
|
515.1
|
|
|||
|
Depreciation
|
25.6
|
|
|
26.7
|
|
|
24.9
|
|
|||
|
Amortization
|
54.6
|
|
|
56.8
|
|
|
65.8
|
|
|||
|
Operating profit as a % of sales
|
23.1
|
%
|
|
21.2
|
%
|
|
19.9
|
%
|
|||
|
Depreciation as a % of sales
|
1.0
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|||
|
Amortization as a % of sales
|
2.1
|
%
|
|
2.1
|
%
|
|
2.5
|
%
|
|||
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
|
Existing businesses
|
2.5
|
%
|
|
3.5
|
%
|
|
Acquisitions
|
—
|
%
|
|
1.5
|
%
|
|
Currency exchange rates
|
(4.5
|
)%
|
|
(0.5
|
)%
|
|
Total
|
(2.0
|
)%
|
|
4.5
|
%
|
|
•
|
Higher
2015
sales volumes from existing businesses as well as incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in
2014
and
2015
, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments and the effect of a stronger U.S. dollar in
2015
-
135
basis points
|
|
•
|
Reimbursement of costs related to finance and accounting, information technology and other services provided under a transition services agreement entered into with NetScout in connection with the disposition of the communications business (see Note 3 to the Consolidated Financial Statements) -
45
basis points
|
|
•
|
Lower year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives -
10
basis points
|
|
•
|
Higher sales volumes from existing businesses as well as incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in
2014
and
2013
, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 155 basis points
|
|
•
|
Incremental year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives - 10 basis points
|
|
•
|
The incremental net dilutive effect in
2014
of acquired businesses - 15 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
3,635.4
|
|
|
$
|
3,547.3
|
|
|
$
|
3,316.9
|
|
|
Operating profit
|
782.4
|
|
|
705.2
|
|
|
696.5
|
|
|||
|
Depreciation
|
52.8
|
|
|
49.7
|
|
|
34.4
|
|
|||
|
Amortization
|
37.0
|
|
|
36.0
|
|
|
28.3
|
|
|||
|
Operating profit as a % of sales
|
21.5
|
%
|
|
19.9
|
%
|
|
21.0
|
%
|
|||
|
Depreciation as a % of sales
|
1.5
|
%
|
|
1.4
|
%
|
|
1.0
|
%
|
|||
|
Amortization as a % of sales
|
1.0
|
%
|
|
1.0
|
%
|
|
0.9
|
%
|
|||
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
|
Existing businesses
|
5.0
|
%
|
|
4.5
|
%
|
|
Acquisitions
|
3.5
|
%
|
|
3.5
|
%
|
|
Currency exchange rates
|
(6.0
|
)%
|
|
(1.0
|
)%
|
|
Total
|
2.5
|
%
|
|
7.0
|
%
|
|
•
|
Higher
2015
sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2014 and 2015, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the effect of a stronger U.S. dollar in
2015
-
135
basis points
|
|
•
|
Lower year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives -
70
basis points
|
|
•
|
The incremental net dilutive effect in
2015
of acquired businesses -
45
basis points
|
|
•
|
Higher
2014
sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013 and 2014, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments - 35 basis points
|
|
•
|
Incremental year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives - 50 basis points
|
|
•
|
The incremental net dilutive effect in
2014
of acquired businesses - 95 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
8,213.1
|
|
|
$
|
7,185.7
|
|
|
$
|
6,856.4
|
|
|
Operating profit
|
1,088.5
|
|
|
1,105.9
|
|
|
1,009.8
|
|
|||
|
Depreciation
|
392.6
|
|
|
371.9
|
|
|
363.3
|
|
|||
|
Amortization
|
267.5
|
|
|
167.1
|
|
|
154.0
|
|
|||
|
Operating profit as a % of sales
|
13.3
|
%
|
|
15.4
|
%
|
|
14.7
|
%
|
|||
|
Depreciation as a % of sales
|
4.8
|
%
|
|
5.2
|
%
|
|
5.3
|
%
|
|||
|
Amortization as a % of sales
|
3.3
|
%
|
|
2.3
|
%
|
|
2.2
|
%
|
|||
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
|
Existing businesses
|
3.5
|
%
|
|
4.5
|
%
|
|
Acquisitions
|
17.5
|
%
|
|
2.0
|
%
|
|
Currency exchange rates
|
(6.5
|
)%
|
|
(1.5
|
)%
|
|
Total
|
14.5
|
%
|
|
5.0
|
%
|
|
•
|
Higher
2015
sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in
2014
and
2015
, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the effect of a stronger U.S. dollar in
2015
-
35
basis points
|
|
•
|
Lower year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives -
30
basis points
|
|
•
|
Acquisition-related charges associated with Pall, including transaction costs deemed significant, change in control payments, and fair value adjustments to acquired inventory and deferred revenue, net of the positive impact of freezing pension benefits -
155
basis points
|
|
•
|
The incremental net dilutive effect in
2015
of acquired businesses (including Pall) -
120
basis points
|
|
•
|
Higher 2014 sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013 and 2014, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments - 110 basis points
|
|
•
|
Incremental year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives - 20 basis points
|
|
•
|
The incremental net dilutive effect in 2014 of acquired businesses - 20 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
2,736.8
|
|
|
$
|
2,193.1
|
|
|
$
|
2,094.9
|
|
|
Operating profit
|
370.4
|
|
|
304.4
|
|
|
304.9
|
|
|||
|
Depreciation
|
50.0
|
|
|
35.9
|
|
|
35.1
|
|
|||
|
Amortization
|
82.0
|
|
|
49.1
|
|
|
48.2
|
|
|||
|
Operating profit as a % of sales
|
13.5
|
%
|
|
13.9
|
%
|
|
14.6
|
%
|
|||
|
Depreciation as a % of sales
|
1.8
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
|||
|
Amortization as a % of sales
|
3.0
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
|||
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
|
Existing businesses
|
—
|
%
|
|
3.0
|
%
|
|
Acquisitions
|
32.5
|
%
|
|
3.0
|
%
|
|
Currency exchange rates
|
(7.5
|
)%
|
|
(1.5
|
)%
|
|
Total
|
25.0
|
%
|
|
4.5
|
%
|
|
•
|
Incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in
2014
and
2015
, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the effect of a stronger U.S. dollar in
2015
-
45
basis points
|
|
•
|
Lower year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives -
10
basis points
|
|
•
|
The incremental net dilutive effect in
2015
of acquired businesses -
95
basis points
|
|
•
|
Higher 2014 sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013 and 2014, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments - 80 basis points
|
|
•
|
Incremental year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives - 35 basis points
|
|
•
|
The incremental net dilutive effect in 2014 of acquired businesses - 40 basis points
|
|
•
|
Acquisition-related charges recorded in 2014 associated with the Nobel Biocare acquisition, including transaction costs deemed significant and fair value adjustments to acquired inventory - 75 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
3,323.0
|
|
|
$
|
3,525.8
|
|
|
$
|
3,432.5
|
|
|
Operating profit
|
799.3
|
|
|
801.3
|
|
|
722.9
|
|
|||
|
Depreciation
|
44.3
|
|
|
46.2
|
|
|
46.6
|
|
|||
|
Amortization
|
36.7
|
|
|
42.6
|
|
|
42.6
|
|
|||
|
Operating profit as a % of sales
|
24.1
|
%
|
|
22.7
|
%
|
|
21.1
|
%
|
|||
|
Depreciation as a % of sales
|
1.3
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
|||
|
Amortization as a % of sales
|
1.1
|
%
|
|
1.2
|
%
|
|
1.2
|
%
|
|||
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
|
Existing businesses
|
1.5
|
%
|
|
4.0
|
%
|
|
Acquisitions (divestitures), net
|
(1.5
|
)%
|
|
(1.0
|
)%
|
|
Currency exchange rates
|
(5.5
|
)%
|
|
(0.5
|
)%
|
|
Total
|
(5.5
|
)%
|
|
2.5
|
%
|
|
•
|
Higher
2015
sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in
2014
and
2015
, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments -
120
basis points
|
|
•
|
Lower year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives -
20
basis points
|
|
•
|
The incremental net dilutive effect in 2015 of acquired businesses was fully offset by the positive effect of the product line disposition in the third quarter of 2014
|
|
•
|
Higher 2014 sales volumes from existing businesses and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013 and 2014, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments - 115 basis points
|
|
•
|
Lower year-over-year costs associated with restructuring actions and continuing productivity improvement initiatives - 45 basis points
|
|
•
|
The incremental net dilutive effect in 2014 of acquired businesses was fully offset by the positive effect of the product line disposition in the third quarter of 2014
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
Cost of sales
|
9,800.6
|
|
|
9,261.4
|
|
|
8,941.1
|
|
|||
|
Gross profit
|
10,762.5
|
|
|
9,892.6
|
|
|
9,342.0
|
|
|||
|
Gross profit margin
|
52.3
|
%
|
|
51.6
|
%
|
|
51.1
|
%
|
|||
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
Selling, general and administrative (“SG&A”) expenses
|
6,054.3
|
|
|
5,389.0
|
|
|
5,117.1
|
|
|||
|
Research and development (“R&D”) expenses
|
1,239.1
|
|
|
1,157.0
|
|
|
1,104.4
|
|
|||
|
SG&A as a % of sales
|
29.4
|
%
|
|
28.1
|
%
|
|
28.0
|
%
|
|||
|
R&D as a % of sales
|
6.0
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
|||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Total operating cash flows provided by continuing operations
|
$
|
3,828.0
|
|
|
$
|
3,618.0
|
|
|
$
|
3,467.4
|
|
|
|
|
|
|
|
|
||||||
|
Cash paid for acquisitions
|
$
|
(14,305.0
|
)
|
|
$
|
(3,128.4
|
)
|
|
$
|
(882.5
|
)
|
|
Payments for additions to property, plant and equipment
|
(633.0
|
)
|
|
(580.6
|
)
|
|
(538.1
|
)
|
|||
|
Payments for purchases of investments
|
(87.1
|
)
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from sales of investments and a product line
|
43.0
|
|
|
253.8
|
|
|
958.6
|
|
|||
|
All other investing activities
|
69.9
|
|
|
30.3
|
|
|
(2.4
|
)
|
|||
|
Total investing cash used in discontinued operations
|
(38.8
|
)
|
|
(19.4
|
)
|
|
(88.1
|
)
|
|||
|
Net cash used in investing activities
|
$
|
(14,951.0
|
)
|
|
$
|
(3,444.3
|
)
|
|
$
|
(552.5
|
)
|
|
|
|
|
|
|
|
||||||
|
Proceeds from the issuance of common stock
|
$
|
249.0
|
|
|
$
|
132.9
|
|
|
$
|
177.4
|
|
|
Payment of dividends
|
(354.1
|
)
|
|
(227.7
|
)
|
|
(52.1
|
)
|
|||
|
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)
|
3,511.2
|
|
|
312.2
|
|
|
(763.3
|
)
|
|||
|
Proceeds from borrowings (maturities longer than 90 days)
|
5,682.9
|
|
|
—
|
|
|
—
|
|
|||
|
Repayments of borrowings (maturities longer than 90 days)
|
(35.5
|
)
|
|
(414.7
|
)
|
|
(967.8
|
)
|
|||
|
All other financing activities
|
(3.3
|
)
|
|
(20.9
|
)
|
|
—
|
|
|||
|
Net cash provided by (used in) used in financing activities
|
$
|
9,050.2
|
|
|
$
|
(218.2
|
)
|
|
$
|
(1,605.8
|
)
|
|
•
|
Operating cash flows from continuing operations increased
$210 million
, or approximately
6%
, during
2015
as compared to
2014
, due primarily to higher net earnings which also included higher noncash charges for depreciation, amortization, stock compensation and acquisition related costs. Lower levels of investment in working capital during
2015
compared with
2014
also contributed to the increase in operating cash flows for the year.
|
|
•
|
Cash paid for acquisitions constituted the most significant use of cash during
2015
. The Company acquired 12 businesses during
2015
, including the acquisition of Pall, for total consideration (including assumed debt and net of cash acquired) of approximately
$14.3 billion
.
|
|
•
|
The Company financed the approximately
$13.6 billion
acquisition price of Pall with approximately
$2.5 billion
of available cash, approximately
$8.1 billion
of net proceeds from the issuance and sale of U.S. dollar and Euro-denominated commercial paper and
€2.7 billion
(approximately
$3.0 billion
based on currency exchange rates as of the date of issuance) of net proceeds from the issuance and sale of Euro-denominated senior unsecured notes. Subsequent to the Pall Acquisition, the Company used the approximately
$2.0 billion
of net proceeds from the issuance of U.S. dollar-denominated senior unsecured notes and the approximately
CHF 755 million
(
$732 million
based on currency exchange rates as of the date of issuance) of net proceeds, including the related premium from the issuance and sale of Swiss franc-denominated senior unsecured bonds, to repay a portion of the commercial paper issued to finance a portion of the Pall Acquisition.
|
|
•
|
As of
December 31, 2015
, the Company held approximately
$791 million
of cash and cash equivalents.
|
|
•
|
2015
operating cash flows benefited from higher net earnings as compared to
2014
excluding in both years the impact of gains included in other nonoperating income. These nonoperating gains, which include gains from sales of
|
|
•
|
The aggregate of trade accounts receivable, inventories and trade accounts payable provided
$172 million
in operating cash flows during
2015
, compared to
$45 million
provided in
2014
. 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 and accrued expenses and other liabilities provided
$31 million
in operating cash flows during 2015, compared to
$18 million
used in 2014. The timing of cash payments for income taxes and various employee related liabilities, including with respect to recently acquired companies, drove the majority of this change.
|
|
•
|
Net earnings from continuing operations for
2015
reflected an increase of
$162 million
of depreciation and amortization expense as compared to
2014
. Amortization expense primarily relates to the amortization of intangible assets acquired in connection with acquisitions. Depreciation expense relates to both the Company’s manufacturing and operating facilities as well as instrumentation leased to customers under operating-type lease arrangements. Depreciation and amortization are noncash expenses that decrease earnings without a corresponding impact to operating cash flows.
|
|
($ in millions)
|
Total
|
|
Less Than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
Debt and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term debt obligations
(a)(b)
|
$
|
12,843.7
|
|
|
$
|
841.6
|
|
|
$
|
1,639.6
|
|
|
$
|
6,308.0
|
|
|
$
|
4,054.5
|
|
|
Capital lease obligations
(b)
|
26.7
|
|
|
3.6
|
|
|
7.6
|
|
|
1.4
|
|
|
14.1
|
|
|||||
|
Total long-term debt
|
12,870.4
|
|
|
845.2
|
|
|
1,647.2
|
|
|
6,309.4
|
|
|
4,068.6
|
|
|||||
|
Interest payments on long-term debt and capital lease obligations
(c)
|
1,674.6
|
|
|
229.8
|
|
|
407.2
|
|
|
265.8
|
|
|
771.8
|
|
|||||
|
Operating lease obligations
(d)
|
777.0
|
|
|
204.8
|
|
|
289.8
|
|
|
170.8
|
|
|
111.6
|
|
|||||
|
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Purchase obligations
(e)
|
887.7
|
|
|
814.7
|
|
|
66.3
|
|
|
2.1
|
|
|
4.6
|
|
|||||
|
Other long-term liabilities reflected on the Company’s balance sheet under GAAP
(f)
|
6,262.6
|
|
|
—
|
|
|
915.6
|
|
|
726.4
|
|
|
4,620.6
|
|
|||||
|
Total
|
$
|
22,472.3
|
|
|
$
|
2,094.5
|
|
|
$
|
3,326.1
|
|
|
$
|
7,474.5
|
|
|
$
|
9,577.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(a)
As described in Note 9 to the Consolidated Financial Statements.
|
|||||||||||||||||||
|
(b)
Amounts do not include interest payments. Interest on long-term debt and capital lease obligations is reflected in a separate line in the table.
|
|||||||||||||||||||
|
(c)
Interest payments on long-term debt are projected for future periods using the interest rates in effect as of December 31, 2015. Certain of these projected interest payments may differ in the future based on changes in market interest rates.
|
|||||||||||||||||||
|
(d)
As described in Note 15 to the Consolidated Financial Statements, certain leases require the Company to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These future costs are not included in the schedule above.
|
|||||||||||||||||||
|
(e)
Consist of agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction.
|
|||||||||||||||||||
|
(f)
Primarily consist of obligations under product service and warranty policies and allowances, performance and operating cost guarantees, estimated environmental remediation costs, self-insurance and litigation claims, postretirement benefits, pension obligations, deferred tax liabilities and deferred compensation obligations. The timing of cash flows associated with these obligations is based upon management’s estimates over the terms of these arrangements and is largely based upon historical experience.
|
|||||||||||||||||||
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
|
($ in millions)
|
Total
|
|
Less Than
One Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than
5 Years
|
||||||||||
|
Guarantees
|
$
|
580.9
|
|
|
$
|
415.1
|
|
|
$
|
100.4
|
|
|
$
|
26.2
|
|
|
$
|
39.2
|
|
|
|
As of December 31
|
||||||
|
|
2015
|
|
2014
|
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and equivalents
|
$
|
790.8
|
|
|
$
|
3,005.6
|
|
|
Trade accounts receivable, less allowance for doubtful accounts of $134.2 and $120.3, respectively
|
3,964.1
|
|
|
3,445.8
|
|
||
|
Inventories
|
2,095.4
|
|
|
1,782.8
|
|
||
|
Prepaid expenses and other current assets
|
986.4
|
|
|
952.7
|
|
||
|
Current assets, discontinued operations
|
—
|
|
|
244.4
|
|
||
|
Total current assets
|
7,836.7
|
|
|
9,431.3
|
|
||
|
Property, plant and equipment, net
|
2,825.6
|
|
|
2,171.9
|
|
||
|
Other assets
|
1,219.3
|
|
|
1,016.7
|
|
||
|
Goodwill
|
25,070.3
|
|
|
15,673.2
|
|
||
|
Other intangible assets, net
|
11,270.3
|
|
|
7,059.5
|
|
||
|
Other assets, discontinued operations
|
—
|
|
|
1,639.1
|
|
||
|
Total assets
|
$
|
48,222.2
|
|
|
$
|
36,991.7
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Notes payable and current portion of long-term debt
|
$
|
845.2
|
|
|
$
|
71.9
|
|
|
Trade accounts payable
|
2,049.0
|
|
|
1,825.0
|
|
||
|
Accrued expenses and other liabilities
|
3,276.2
|
|
|
3,191.5
|
|
||
|
Current liabilities, discontinued operations
|
—
|
|
|
308.0
|
|
||
|
Total current liabilities
|
6,170.4
|
|
|
5,396.4
|
|
||
|
Other long-term liabilities
|
6,262.6
|
|
|
4,584.4
|
|
||
|
Long-term debt
|
12,025.2
|
|
|
3,401.5
|
|
||
|
Long-term liabilities, discontinued operations
|
—
|
|
|
159.6
|
|
||
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock - $0.01 par value, 2.0 billion shares authorized; 801.6 and 792.5 issued; 686.8 and 704.3 outstanding, respectively
|
8.0
|
|
|
7.9
|
|
||
|
Additional paid-in capital
|
4,981.2
|
|
|
4,480.9
|
|
||
|
Retained earnings
|
21,012.3
|
|
|
20,323.0
|
|
||
|
Accumulated other comprehensive income (loss)
|
(2,311.2
|
)
|
|
(1,433.7
|
)
|
||
|
Total Danaher stockholders’ equity
|
23,690.3
|
|
|
23,378.1
|
|
||
|
Noncontrolling interests
|
73.7
|
|
|
71.7
|
|
||
|
Total stockholders’ equity
|
23,764.0
|
|
|
23,449.8
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
48,222.2
|
|
|
$
|
36,991.7
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
Cost of sales
|
(9,800.6
|
)
|
|
(9,261.4
|
)
|
|
(8,941.1
|
)
|
|||
|
Gross profit
|
10,762.5
|
|
|
9,892.6
|
|
|
9,342.0
|
|
|||
|
Operating costs:
|
|
|
|
|
|
||||||
|
Selling, general and administrative expenses
|
(6,054.3
|
)
|
|
(5,389.0
|
)
|
|
(5,117.1
|
)
|
|||
|
Research and development expenses
|
(1,239.1
|
)
|
|
(1,157.0
|
)
|
|
(1,104.4
|
)
|
|||
|
Operating profit
|
3,469.1
|
|
|
3,346.6
|
|
|
3,120.5
|
|
|||
|
Nonoperating income (expense):
|
|
|
|
|
|
||||||
|
Other income
|
12.4
|
|
|
156.5
|
|
|
431.3
|
|
|||
|
Interest expense
|
(162.8
|
)
|
|
(119.1
|
)
|
|
(141.2
|
)
|
|||
|
Interest income
|
5.3
|
|
|
16.7
|
|
|
5.7
|
|
|||
|
Earnings from continuing operations before income taxes
|
3,324.0
|
|
|
3,400.7
|
|
|
3,416.3
|
|
|||
|
Income taxes
|
(725.3
|
)
|
|
(857.6
|
)
|
|
(825.7
|
)
|
|||
|
Net earnings from continuing operations
|
2,598.7
|
|
|
2,543.1
|
|
|
2,590.6
|
|
|||
|
Earnings from discontinued operations, net of income taxes
|
758.7
|
|
|
55.3
|
|
|
104.4
|
|
|||
|
Net earnings
|
$
|
3,357.4
|
|
|
$
|
2,598.4
|
|
|
$
|
2,695.0
|
|
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
3.72
|
|
|
$
|
3.62
|
|
|
$
|
3.72
|
|
|
Diluted
|
$
|
3.67
|
|
|
$
|
3.56
|
|
|
$
|
3.65
|
|
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
1.09
|
|
|
$
|
0.08
|
|
|
$
|
0.15
|
|
|
Diluted
|
$
|
1.07
|
|
|
$
|
0.08
|
|
|
$
|
0.15
|
|
|
Net earnings per share:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
4.81
|
|
|
$
|
3.70
|
|
|
$
|
3.87
|
|
|
Diluted
|
$
|
4.74
|
|
|
$
|
3.63
|
|
*
|
$
|
3.80
|
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
||||||
|
Basic
|
698.1
|
|
|
702.2
|
|
|
696.0
|
|
|||
|
Diluted
|
708.5
|
|
|
716.1
|
|
|
711.0
|
|
|||
|
|
Year Ended December 31
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Net earnings
|
$
|
3,357.4
|
|
|
$
|
2,598.4
|
|
|
$
|
2,695.0
|
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
|
Foreign currency translation adjustments
|
(975.6
|
)
|
|
(1,235.0
|
)
|
|
(62.1
|
)
|
|||
|
Pension and postretirement plan benefit adjustments
|
80.5
|
|
|
(361.1
|
)
|
|
289.0
|
|
|||
|
Unrealized gain (loss) on available-for-sale securities
|
17.6
|
|
|
(52.1
|
)
|
|
46.8
|
|
|||
|
Total other comprehensive income (loss), net of income taxes
|
(877.5
|
)
|
|
(1,648.2
|
)
|
|
273.7
|
|
|||
|
Comprehensive income
|
$
|
2,479.9
|
|
|
$
|
950.2
|
|
|
$
|
2,968.7
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|||||||||||||||||||
|
Balance, January 1, 2013
|
774.6
|
|
|
$
|
7.7
|
|
|
$
|
3,688.1
|
|
|
$
|
15,379.9
|
|
|
$
|
(59.2
|
)
|
|
$
|
67.4
|
|
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
2,695.0
|
|
|
—
|
|
|
—
|
|
|||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273.7
|
|
|
—
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.6
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Common stock-based award activity
|
6.5
|
|
|
0.1
|
|
|
295.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Common stock issued in connection with LYONs’ conversions
|
4.6
|
|
|
0.1
|
|
|
174.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Change in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
|
Balance, December 31, 2013
|
785.7
|
|
|
7.9
|
|
|
4,157.6
|
|
|
18,005.3
|
|
|
214.5
|
|
|
66.1
|
|
|||||
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
2,598.4
|
|
|
—
|
|
|
—
|
|
|||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,648.2
|
)
|
|
—
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(280.7
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Common stock-based award activity
|
5.2
|
|
|
—
|
|
|
258.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Common stock issued in connection with LYONs’ conversions
|
1.6
|
|
|
—
|
|
|
65.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Change in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|||||
|
Balance, December 31, 2014
|
792.5
|
|
|
7.9
|
|
|
4,480.9
|
|
|
20,323.0
|
|
|
(1,433.7
|
)
|
|
71.7
|
|
|||||
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
3,357.4
|
|
|
—
|
|
|
—
|
|
|||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(877.5
|
)
|
|
—
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(376.4
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Common stock-based award activity
|
7.8
|
|
|
0.1
|
|
|
443.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Common stock issued in connection with LYONs’ conversions
|
1.3
|
|
|
—
|
|
|
56.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Shares redeemed through the distribution of the communications business (26.0 shares held as Treasury shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,291.7
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Change in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
|
Balance, December 31, 2015
|
801.6
|
|
|
$
|
8.0
|
|
|
$
|
4,981.2
|
|
|
$
|
21,012.3
|
|
|
$
|
(2,311.2
|
)
|
|
$
|
73.7
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
||||||
|
Net earnings
|
$
|
3,357.4
|
|
|
$
|
2,598.4
|
|
|
$
|
2,695.0
|
|
|
Less: earnings from discontinued operations, net of income taxes
|
758.7
|
|
|
55.3
|
|
|
104.4
|
|
|||
|
Net earnings from continuing operations
|
2,598.7
|
|
|
2,543.1
|
|
|
2,590.6
|
|
|||
|
Noncash items:
|
|
|
|
|
|
||||||
|
Depreciation
|
573.5
|
|
|
537.9
|
|
|
511.7
|
|
|||
|
Amortization
|
477.8
|
|
|
351.6
|
|
|
338.9
|
|
|||
|
Stock-based compensation expense
|
139.0
|
|
|
115.5
|
|
|
109.6
|
|
|||
|
Cash dividends from unconsolidated joint venture
|
—
|
|
|
—
|
|
|
66.6
|
|
|||
|
Pretax gain on sales of investments and a product line
|
(12.4
|
)
|
|
(156.5
|
)
|
|
(431.3
|
)
|
|||
|
Change in deferred income taxes
|
(151.3
|
)
|
|
199.8
|
|
|
276.3
|
|
|||
|
Change in trade accounts receivable, net
|
(52.1
|
)
|
|
(113.4
|
)
|
|
(35.2
|
)
|
|||
|
Change in inventories
|
119.7
|
|
|
49.9
|
|
|
43.5
|
|
|||
|
Change in trade accounts payable
|
103.9
|
|
|
108.5
|
|
|
175.3
|
|
|||
|
Change in prepaid expenses and other assets
|
(86.7
|
)
|
|
(136.9
|
)
|
|
(112.9
|
)
|
|||
|
Change in accrued expenses and other liabilities
|
117.9
|
|
|
118.5
|
|
|
(65.7
|
)
|
|||
|
Total operating cash provided by continuing operations
|
3,828.0
|
|
|
3,618.0
|
|
|
3,467.4
|
|
|||
|
Total operating cash (used in) provided by discontinued operations
|
(26.2
|
)
|
|
140.4
|
|
|
117.9
|
|
|||
|
Net cash provided by operating activities
|
3,801.8
|
|
|
3,758.4
|
|
|
3,585.3
|
|
|||
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
|
Cash paid for acquisitions
|
(14,305.0
|
)
|
|
(3,128.4
|
)
|
|
(882.5
|
)
|
|||
|
Payments for additions to property, plant and equipment
|
(633.0
|
)
|
|
(580.6
|
)
|
|
(538.1
|
)
|
|||
|
Payments for purchases of investments
|
(87.1
|
)
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from sales of investments and a product line
|
43.0
|
|
|
253.8
|
|
|
958.6
|
|
|||
|
All other investing activities
|
69.9
|
|
|
30.3
|
|
|
(2.4
|
)
|
|||
|
Total investing cash used in continuing operations
|
(14,912.2
|
)
|
|
(3,424.9
|
)
|
|
(464.4
|
)
|
|||
|
Total investing cash used in discontinued operations
|
(38.8
|
)
|
|
(19.4
|
)
|
|
(88.1
|
)
|
|||
|
Net cash used in investing activities
|
(14,951.0
|
)
|
|
(3,444.3
|
)
|
|
(552.5
|
)
|
|||
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
|
Proceeds from the issuance of common stock
|
249.0
|
|
|
132.9
|
|
|
177.4
|
|
|||
|
Payment of dividends
|
(354.1
|
)
|
|
(227.7
|
)
|
|
(52.1
|
)
|
|||
|
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)
|
3,511.2
|
|
|
312.2
|
|
|
(763.3
|
)
|
|||
|
Proceeds from borrowings (maturities longer than 90 days)
|
5,682.9
|
|
|
—
|
|
|
—
|
|
|||
|
Repayments of borrowings (maturities longer than 90 days)
|
(35.5
|
)
|
|
(414.7
|
)
|
|
(967.8
|
)
|
|||
|
All other financing activities
|
(3.3
|
)
|
|
(20.9
|
)
|
|
—
|
|
|||
|
Net cash provided by (used in) financing activities
|
9,050.2
|
|
|
(218.2
|
)
|
|
(1,605.8
|
)
|
|||
|
Effect of exchange rate changes on cash and equivalents
|
(115.8
|
)
|
|
(205.5
|
)
|
|
9.5
|
|
|||
|
Net change in cash and equivalents
|
(2,214.8
|
)
|
|
(109.6
|
)
|
|
1,436.5
|
|
|||
|
Beginning balance of cash and equivalents
|
3,005.6
|
|
|
3,115.2
|
|
|
1,678.7
|
|
|||
|
Ending balance of cash and equivalents
|
$
|
790.8
|
|
|
$
|
3,005.6
|
|
|
$
|
3,115.2
|
|
|
|
|
|
|
|
|
||||||
|
Supplemental disclosure:
|
|
|
|
|
|
||||||
|
Shares redeemed through the distribution of the communications business (26.0 shares held as Treasury shares)
|
$
|
2,291.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Category
|
|
Useful Life
|
|
Buildings
|
|
30 years
|
|
Leased assets and leasehold improvements
|
|
Amortized over the lesser of the economic life of the asset or the term of the lease
|
|
Machinery and equipment
|
|
3 – 10 years
|
|
Customer-leased instruments
|
|
5 – 7 years
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension & Postretirement Plan Benefit Adjustments
|
|
Unrealized Gain (Loss) on Available-For-Sale Securities
|
|
Total
|
||||||||
|
Balance, January 1, 2013
|
$
|
475.3
|
|
|
$
|
(655.7
|
)
|
|
$
|
121.2
|
|
|
$
|
(59.2
|
)
|
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
(62.1
|
)
|
|
424.0
|
|
|
276.3
|
|
|
638.2
|
|
||||
|
Income tax impact
|
—
|
|
|
(155.5
|
)
|
|
(104.5
|
)
|
|
(260.0
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(62.1
|
)
|
|
268.5
|
|
|
171.8
|
|
|
378.2
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
—
|
|
|
32.0
|
|
(a)
|
(201.5
|
)
|
(b)
|
(169.5
|
)
|
||||
|
Income tax impact
|
—
|
|
|
(11.5
|
)
|
|
76.5
|
|
|
65.0
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
20.5
|
|
|
(125.0
|
)
|
|
(104.5
|
)
|
||||
|
Net current period other comprehensive income (loss), net of income taxes
|
(62.1
|
)
|
|
289.0
|
|
|
46.8
|
|
|
273.7
|
|
||||
|
Balance, December 31, 2013
|
413.2
|
|
|
(366.7
|
)
|
|
168.0
|
|
|
214.5
|
|
||||
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
(1,235.0
|
)
|
|
(552.0
|
)
|
|
39.3
|
|
|
(1,747.7
|
)
|
||||
|
Income tax impact
|
—
|
|
|
175.1
|
|
|
(14.8
|
)
|
|
160.3
|
|
||||
|
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(1,235.0
|
)
|
|
(376.9
|
)
|
|
24.5
|
|
|
(1,587.4
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
—
|
|
|
23.5
|
|
(a)
|
(122.6
|
)
|
(b)
|
(99.1
|
)
|
||||
|
Income tax impact
|
—
|
|
|
(7.7
|
)
|
|
46.0
|
|
|
38.3
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
15.8
|
|
|
(76.6
|
)
|
|
(60.8
|
)
|
||||
|
Net current period other comprehensive income (loss), net of income taxes
|
(1,235.0
|
)
|
|
(361.1
|
)
|
|
(52.1
|
)
|
|
(1,648.2
|
)
|
||||
|
Balance, December 31, 2014
|
(821.8
|
)
|
|
(727.8
|
)
|
|
115.9
|
|
|
(1,433.7
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
(975.6
|
)
|
|
69.8
|
|
|
40.7
|
|
|
(865.1
|
)
|
||||
|
Income tax impact
|
—
|
|
|
(12.3
|
)
|
|
(15.3
|
)
|
|
(27.6
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(975.6
|
)
|
|
57.5
|
|
|
25.4
|
|
|
(892.7
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
—
|
|
|
33.5
|
|
(a)
|
(12.4
|
)
|
(b)
|
21.1
|
|
||||
|
Income tax impact
|
—
|
|
|
(10.5
|
)
|
|
4.6
|
|
|
(5.9
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
23.0
|
|
|
(7.8
|
)
|
|
15.2
|
|
||||
|
Net current period other comprehensive income (loss), net of income taxes
|
(975.6
|
)
|
|
80.5
|
|
|
17.6
|
|
|
(877.5
|
)
|
||||
|
Balance, December 31, 2015
|
$
|
(1,797.4
|
)
|
|
$
|
(647.3
|
)
|
|
$
|
133.5
|
|
|
$
|
(2,311.2
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
(a)
This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension and postretirement cost (refer to Notes 10 and 11 for additional details).
|
|||||||||||||||
|
(b)
Included in other income in the accompanying Consolidated Statement of Earnings (refer to Note 13 for additional details).
|
|||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Trade accounts receivable
|
$
|
593.4
|
|
|
$
|
196.4
|
|
|
$
|
84.8
|
|
|
Inventories
|
524.9
|
|
|
174.0
|
|
|
10.4
|
|
|||
|
Property, plant and equipment
|
740.9
|
|
|
91.0
|
|
|
45.7
|
|
|||
|
Goodwill
|
9,862.2
|
|
|
1,643.6
|
|
|
517.5
|
|
|||
|
Other intangible assets, primarily customer relationships, trade names and technology
|
5,058.3
|
|
|
1,658.2
|
|
|
334.3
|
|
|||
|
In-process research and development
|
—
|
|
|
56.0
|
|
|
—
|
|
|||
|
Trade accounts payable
|
(182.8
|
)
|
|
(54.7
|
)
|
|
(22.5
|
)
|
|||
|
Other assets and liabilities, net
|
(1,827.6
|
)
|
|
(497.6
|
)
|
|
(66.2
|
)
|
|||
|
Assumed debt
|
(417.0
|
)
|
|
(138.5
|
)
|
|
(21.2
|
)
|
|||
|
Attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
|
Net assets acquired
|
14,352.3
|
|
|
3,128.4
|
|
|
882.5
|
|
|||
|
Less: noncash consideration
|
(47.3
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net cash consideration
|
$
|
14,305.0
|
|
|
$
|
3,128.4
|
|
|
$
|
882.5
|
|
|
|
Pall
|
|
Others
|
|
Total
|
||||||
|
Trade accounts receivable
|
$
|
509.7
|
|
|
$
|
83.7
|
|
|
$
|
593.4
|
|
|
Inventories
|
475.5
|
|
|
49.4
|
|
|
524.9
|
|
|||
|
Property, plant and equipment
|
713.4
|
|
|
27.5
|
|
|
740.9
|
|
|||
|
Goodwill
|
9,556.2
|
|
|
306.0
|
|
|
9,862.2
|
|
|||
|
Other intangible assets, primarily customer relationships, trade names and technology
|
4,798.0
|
|
|
260.3
|
|
|
5,058.3
|
|
|||
|
Trade accounts payable
|
(155.8
|
)
|
|
(27.0
|
)
|
|
(182.8
|
)
|
|||
|
Other assets and liabilities, net
|
(1,855.2
|
)
|
|
27.6
|
|
|
(1,827.6
|
)
|
|||
|
Assumed debt
|
(416.9
|
)
|
|
(0.1
|
)
|
|
(417.0
|
)
|
|||
|
Net assets acquired
|
13,624.9
|
|
|
727.4
|
|
|
14,352.3
|
|
|||
|
Less: noncash consideration
|
(47.3
|
)
|
|
—
|
|
|
(47.3
|
)
|
|||
|
Net cash consideration
|
$
|
13,577.6
|
|
|
$
|
727.4
|
|
|
$
|
14,305.0
|
|
|
|
Nobel Biocare
|
|
Others
|
|
Total
|
||||||
|
Trade accounts receivable
|
$
|
124.9
|
|
|
$
|
71.5
|
|
|
$
|
196.4
|
|
|
Inventories
|
69.0
|
|
|
105.0
|
|
|
174.0
|
|
|||
|
Property, plant and equipment
|
59.4
|
|
|
31.6
|
|
|
91.0
|
|
|||
|
Goodwill
|
1,013.6
|
|
|
630.0
|
|
|
1,643.6
|
|
|||
|
Other intangible assets, primarily customer relationships, trade names and technology
|
1,049.3
|
|
|
608.9
|
|
|
1,658.2
|
|
|||
|
In-process research and development
|
—
|
|
|
56.0
|
|
|
56.0
|
|
|||
|
Trade accounts payable
|
(30.8
|
)
|
|
(23.9
|
)
|
|
(54.7
|
)
|
|||
|
Other assets and liabilities, net
|
(291.0
|
)
|
|
(206.6
|
)
|
|
(497.6
|
)
|
|||
|
Assumed debt
|
(132.7
|
)
|
|
(5.8
|
)
|
|
(138.5
|
)
|
|||
|
Net cash consideration
|
$
|
1,861.7
|
|
|
$
|
1,266.7
|
|
|
$
|
3,128.4
|
|
|
|
2015
|
|
2014
|
||||
|
Sales
|
$
|
22,491.2
|
|
|
$
|
23,310.3
|
|
|
Net earnings from continuing operations
|
2,741.6
|
|
|
2,571.3
|
|
||
|
Diluted net earnings per share from continuing operations
|
3.87
|
|
|
3.60
|
|
||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales
|
$
|
345.7
|
|
|
$
|
759.8
|
|
|
$
|
834.9
|
|
|
Cost of sales
|
(97.7
|
)
|
|
(209.9
|
)
|
|
(219.3
|
)
|
|||
|
Selling, general and administrative expenses
|
(152.1
|
)
|
|
(308.0
|
)
|
|
(315.7
|
)
|
|||
|
Research and development expenses
|
(79.9
|
)
|
|
(157.2
|
)
|
|
(145.5
|
)
|
|||
|
Interest expense
|
(1.8
|
)
|
|
(3.6
|
)
|
|
(4.7
|
)
|
|||
|
Income from discontinued operations before income taxes
|
14.2
|
|
|
81.1
|
|
|
149.7
|
|
|||
|
Gain on disposition of discontinued operations before income taxes
|
760.5
|
|
|
—
|
|
|
—
|
|
|||
|
Earnings from discontinued operations before income taxes
|
774.7
|
|
|
81.1
|
|
|
149.7
|
|
|||
|
Income taxes
|
(16.0
|
)
|
|
(25.8
|
)
|
|
(45.3
|
)
|
|||
|
Earnings from discontinued operations, net of income taxes
|
$
|
758.7
|
|
|
$
|
55.3
|
|
|
$
|
104.4
|
|
|
Assets:
|
|
||
|
Trade accounts receivable, net
|
$
|
188.0
|
|
|
Inventories
|
48.7
|
|
|
|
Property, plant and equipment, net
|
31.1
|
|
|
|
Goodwill
|
1,291.0
|
|
|
|
Other intangible assets, net
|
309.7
|
|
|
|
Other assets
|
15.0
|
|
|
|
Total assets, discontinued operations
|
$
|
1,883.5
|
|
|
Liabilities:
|
|
||
|
Trade accounts payable
|
$
|
50.0
|
|
|
Accrued expenses and other liabilities
|
258.0
|
|
|
|
Other long-term liabilities
|
159.6
|
|
|
|
Total liabilities, discontinued operations
|
$
|
467.6
|
|
|
•
|
a multi-industry, science and technology growth company that will retain the Danaher name and consist of Danaher’s existing Life Sciences & Diagnostics (including Pall) and Dental segments as well as the water quality and product identification businesses, which in aggregate generated approximately
$16.5 billion
of revenue in 2015 (adjusted to include the full annual revenues of Pall for 2015); and
|
|
•
|
a diversified industrial growth company (Fortive Corporation (“Fortive”)) that will consist of Danaher’s existing Test & Measurement segment, Industrial Technologies segment (excluding the product identification businesses) and retail/commercial petroleum business, which in aggregate generated approximately
$6.0 billion
of revenue in 2015.
|
|
Fair value of consideration received:
|
|
||
|
Cash, including $66.6 of dividends received during 2013 prior to closing of sale
|
$
|
758.6
|
|
|
Note receivable
|
38.5
|
|
|
|
Total fair value of consideration received
|
797.1
|
|
|
|
Less: book value of investment in unconsolidated joint venture
|
545.6
|
|
|
|
Less: other related costs and expenses
|
21.7
|
|
|
|
Pretax gain on sale of unconsolidated joint venture
|
229.8
|
|
|
|
Income tax expense
|
86.2
|
|
|
|
After-tax gain on sale of unconsolidated joint venture
|
$
|
143.6
|
|
|
|
2015
|
|
2014
|
||||
|
Finished goods
|
$
|
1,038.5
|
|
|
$
|
903.7
|
|
|
Work in process
|
319.8
|
|
|
266.4
|
|
||
|
Raw materials
|
737.1
|
|
|
612.7
|
|
||
|
Total
|
$
|
2,095.4
|
|
|
$
|
1,782.8
|
|
|
|
2015
|
|
2014
|
||||
|
Land and improvements
|
$
|
187.7
|
|
|
$
|
186.5
|
|
|
Buildings
|
1,234.9
|
|
|
1,037.3
|
|
||
|
Machinery and equipment
|
2,787.4
|
|
|
2,249.3
|
|
||
|
Customer-leased instruments
|
1,287.7
|
|
|
1,235.8
|
|
||
|
Gross property, plant and equipment
|
5,497.7
|
|
|
4,708.9
|
|
||
|
Less: accumulated depreciation
|
(2,672.1
|
)
|
|
(2,537.0
|
)
|
||
|
Property, plant and equipment, net
|
$
|
2,825.6
|
|
|
$
|
2,171.9
|
|
|
|
Test &
Measurement
|
|
Environmental
|
|
Life
Sciences &
Diagnostics
|
|
Dental
|
|
Industrial
Technologies
|
|
Total
|
||||||||||||
|
Balance, January 1, 2014
|
$
|
1,945.9
|
|
|
$
|
1,851.4
|
|
|
$
|
6,304.8
|
|
|
$
|
2,196.6
|
|
|
$
|
2,418.5
|
|
|
$
|
14,717.2
|
|
|
Attributable to 2014 acquisitions
|
55.4
|
|
|
163.2
|
|
|
365.9
|
|
|
1,059.1
|
|
|
—
|
|
|
1,643.6
|
|
||||||
|
Attributable to 2014 divestitures (see Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.3
|
)
|
|
(37.3
|
)
|
||||||
|
Foreign currency translation and other
|
(53.9
|
)
|
|
(77.3
|
)
|
|
(325.5
|
)
|
|
(112.8
|
)
|
|
(80.8
|
)
|
|
(650.3
|
)
|
||||||
|
Balance, December 31, 2014
|
1,947.4
|
|
|
1,937.3
|
|
|
6,345.2
|
|
|
3,142.9
|
|
|
2,300.4
|
|
|
15,673.2
|
|
||||||
|
Attributable to 2015 acquisitions
|
21.3
|
|
|
55.6
|
|
|
9,740.5
|
|
|
7.0
|
|
|
37.8
|
|
|
9,862.2
|
|
||||||
|
Adjustments due to finalization of purchase price adjustments
|
0.5
|
|
|
—
|
|
|
(11.5
|
)
|
|
197.9
|
|
|
—
|
|
|
186.9
|
|
||||||
|
Foreign currency translation and other
|
(25.5
|
)
|
|
(83.8
|
)
|
|
(343.8
|
)
|
|
(111.7
|
)
|
|
(87.2
|
)
|
|
(652.0
|
)
|
||||||
|
Balance, December 31, 2015
|
$
|
1,943.7
|
|
|
$
|
1,909.1
|
|
|
$
|
15,730.4
|
|
|
$
|
3,236.1
|
|
|
$
|
2,251.0
|
|
|
$
|
25,070.3
|
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
|
Finite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
|
Patents and technology
|
$
|
2,212.2
|
|
|
$
|
(768.8
|
)
|
|
$
|
1,560.7
|
|
|
$
|
(651.0
|
)
|
|
Customer relationships and other intangibles
|
6,469.5
|
|
|
(1,463.6
|
)
|
|
4,024.7
|
|
|
(1,183.7
|
)
|
||||
|
Total finite-lived intangibles
|
8,681.7
|
|
|
(2,232.4
|
)
|
|
5,585.4
|
|
|
(1,834.7
|
)
|
||||
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
|
Trademarks and trade names
|
4,821.0
|
|
|
—
|
|
|
3,308.8
|
|
|
—
|
|
||||
|
Total intangibles
|
$
|
13,502.7
|
|
|
$
|
(2,232.4
|
)
|
|
$
|
8,894.2
|
|
|
$
|
(1,834.7
|
)
|
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Total
|
||||||||
|
December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Available-for-sale securities
|
$
|
342.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
342.3
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Deferred compensation plans
|
—
|
|
|
77.4
|
|
|
—
|
|
|
77.4
|
|
||||
|
December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Available-for-sale securities
|
$
|
257.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257.5
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Deferred compensation plans
|
—
|
|
|
73.1
|
|
|
—
|
|
|
73.1
|
|
||||
|
|
2015
|
|
2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Available-for-sale securities
|
$
|
342.3
|
|
|
$
|
342.3
|
|
|
$
|
257.5
|
|
|
$
|
257.5
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Short-term borrowings
|
845.2
|
|
|
845.2
|
|
|
71.9
|
|
|
71.9
|
|
||||
|
Long-term borrowings
|
12,025.2
|
|
|
12,471.4
|
|
|
3,401.5
|
|
|
3,809.1
|
|
||||
|
|
2015
|
|
2014
|
||||||||||||
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||
|
Compensation and benefits
|
$
|
968.7
|
|
|
$
|
331.9
|
|
|
$
|
879.5
|
|
|
$
|
328.3
|
|
|
Restructuring
|
90.9
|
|
|
—
|
|
|
111.6
|
|
|
—
|
|
||||
|
Claims, including self-insurance and litigation
|
117.9
|
|
|
86.3
|
|
|
127.9
|
|
|
86.3
|
|
||||
|
Pension and postretirement benefits
|
112.9
|
|
|
1,345.4
|
|
|
100.1
|
|
|
1,303.1
|
|
||||
|
Environmental and regulatory compliance
|
43.2
|
|
|
82.3
|
|
|
40.7
|
|
|
78.3
|
|
||||
|
Taxes, income and other
|
422.3
|
|
|
4,191.5
|
|
|
589.7
|
|
|
2,557.1
|
|
||||
|
Deferred revenue
|
633.7
|
|
|
160.4
|
|
|
573.1
|
|
|
151.8
|
|
||||
|
Sales and product allowances
|
190.3
|
|
|
2.2
|
|
|
188.2
|
|
|
2.4
|
|
||||
|
Warranty
|
122.1
|
|
|
13.0
|
|
|
124.7
|
|
|
12.9
|
|
||||
|
Other
|
574.2
|
|
|
49.6
|
|
|
456.0
|
|
|
64.2
|
|
||||
|
Total
|
$
|
3,276.2
|
|
|
$
|
6,262.6
|
|
|
$
|
3,191.5
|
|
|
$
|
4,584.4
|
|
|
|
2015
|
|
2014
|
||||
|
U.S. dollar-denominated commercial paper
|
$
|
920.0
|
|
|
$
|
450.0
|
|
|
Euro-denominated commercial paper (€2.8 billion and €260.0 million, respectively)
|
3,096.9
|
|
|
314.6
|
|
||
|
2.3% senior unsecured notes due 2016
|
500.0
|
|
|
500.0
|
|
||
|
4.0% senior unsecured bonds due 2016 (CHF 120.0 million aggregate principal amount)
|
122.6
|
|
|
129.9
|
|
||
|
Floating rate senior unsecured notes due 2017 (€500.0 million aggregate principal amount)
|
544.8
|
|
|
—
|
|
||
|
0.0% senior unsecured bonds due 2017 (CHF 100.0 million aggregate principal amount)
|
99.7
|
|
|
—
|
|
||
|
1.65% senior unsecured notes due 2018
|
497.1
|
|
|
—
|
|
||
|
5.625% senior unsecured notes due 2018
|
500.0
|
|
|
500.0
|
|
||
|
1.0% senior unsecured notes due 2019 (€600.0 million aggregate principal amount)
|
651.0
|
|
|
—
|
|
||
|
5.4% senior unsecured notes due 2019
|
750.0
|
|
|
750.0
|
|
||
|
2.4% senior unsecured notes due 2020
|
495.9
|
|
|
—
|
|
||
|
5.0% senior unsecured notes due 2020
|
410.7
|
|
|
—
|
|
||
|
Zero-coupon LYONs due 2021
|
72.6
|
|
|
110.6
|
|
||
|
3.9% senior unsecured notes due 2021
|
600.0
|
|
|
600.0
|
|
||
|
1.7% senior unsecured notes due 2022 (€800.0 million aggregate principal amount)
|
866.8
|
|
|
—
|
|
||
|
0.5% senior unsecured bonds due 2023 (CHF 540.0 million aggregate principal amount)
|
541.6
|
|
|
—
|
|
||
|
2.5% senior unsecured notes due 2025 (€800.0 million aggregate principal amount)
|
867.9
|
|
|
—
|
|
||
|
3.35% senior unsecured notes due 2025
|
495.3
|
|
|
—
|
|
||
|
1.125% senior unsecured bonds due 2028 (CHF 110.0 million aggregate principal amount)
|
110.7
|
|
|
—
|
|
||
|
4.375% senior unsecured notes due 2045
|
499.3
|
|
|
—
|
|
||
|
Other
|
227.5
|
|
|
118.3
|
|
||
|
Subtotal
|
12,870.4
|
|
|
3,473.4
|
|
||
|
Less: currently payable
|
845.2
|
|
|
71.9
|
|
||
|
Long-term debt
|
$
|
12,025.2
|
|
|
$
|
3,401.5
|
|
|
•
|
€500 million
aggregate principal amount of floating rate senior notes due 2017 (the “2017 Euronotes”). The 2017 Euronotes were issued at
100%
of their principal amount, will mature on June 30, 2017 and bear interest at a floating rate equal to three-month EURIBOR plus
0.45%
per year.
|
|
•
|
€600 million
aggregate principal amount of
1.0%
senior notes due 2019 (the “2019 Euronotes”). The 2019 Euronotes were issued at
99.696%
of their principal amount, will mature on July 8, 2019 and bear interest at the rate of
1.0%
per year.
|
|
•
|
€800 million
aggregate principal amount of
1.7%
senior notes due 2022 (the “2022 Euronotes”). The 2022 Euronotes were issued at
99.651%
of their principal amount, will mature on January 4, 2022 and bear interest at the rate of
1.7%
per year.
|
|
•
|
€800 million
aggregate principal amount of
2.5%
senior notes due 2025 (the “2025 Euronotes”). The 2025 Euronotes were issued at
99.878%
of their principal amount, will mature on July 8, 2025 and bear interest at the rate of
2.5%
per year.
|
|
•
|
$500 million
aggregate principal amount of
1.65%
senior notes due 2018. These notes were issued at
99.866%
of their principal amount, will mature on September 15, 2018 and bear interest at the rate of
1.65%
per year.
|
|
•
|
$500 million
aggregate principal amount of
2.4%
senior notes due 2020. These notes were issued at
99.757%
of their principal amount, will mature on September 15, 2020 and bear interest at the rate of
2.4%
per year.
|
|
•
|
$500 million
aggregate principal amount of
3.35%
senior notes due 2025. These notes were issued at
99.857%
of their principal amount, will mature on September 15, 2025 and bear interest at the rate of
3.35%
per year.
|
|
•
|
$500 million
aggregate principal amount of
4.375%
senior notes due 2045. These notes were issued at
99.784%
of their principal amount, will mature on September 15, 2045 and bear interest at the rate of
4.375%
per year.
|
|
•
|
CHF 100 million
aggregate principal amount of
0.0%
senior bonds due 2017. The bonds were issued at
100.14%
of their principal amount and will mature on December 8, 2017.
|
|
•
|
CHF 540 million
aggregate principal amount of
0.5%
senior notes due 2023. The bonds were issued at
100.924%
of their principal amount, will mature on December 8, 2023 and bear interest at the rate of
0.5%
per year.
|
|
•
|
CHF 110 million
aggregate principal amount of
1.125%
senior notes due 2028. The bonds were issued at
101.303%
of their principal amount, will mature on December 8, 2028 and bear interest at the rate of
1.125%
per year.
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Change in pension benefit obligation:
|
|
|
|
|
|
|
|
||||||||
|
Benefit obligation at beginning of year
|
$
|
2,484.7
|
|
|
$
|
2,281.2
|
|
|
$
|
1,545.6
|
|
|
$
|
1,251.0
|
|
|
Service cost
|
9.6
|
|
|
6.0
|
|
|
46.8
|
|
|
32.0
|
|
||||
|
Interest cost
|
101.1
|
|
|
105.9
|
|
|
37.8
|
|
|
44.4
|
|
||||
|
Employee contributions
|
—
|
|
|
—
|
|
|
9.3
|
|
|
9.6
|
|
||||
|
Benefits paid and other
|
(192.9
|
)
|
|
(180.7
|
)
|
|
(47.0
|
)
|
|
(48.1
|
)
|
||||
|
Acquisitions
|
324.9
|
|
|
—
|
|
|
431.4
|
|
|
84.8
|
|
||||
|
Actuarial (gain) loss
|
(112.5
|
)
|
|
273.8
|
|
|
(59.4
|
)
|
|
274.4
|
|
||||
|
Amendments, settlements and curtailments
|
(11.0
|
)
|
|
(1.5
|
)
|
|
(86.0
|
)
|
|
45.3
|
|
||||
|
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
(102.3
|
)
|
|
(147.8
|
)
|
||||
|
Benefit obligation at end of year
|
2,603.9
|
|
|
2,484.7
|
|
|
1,776.2
|
|
|
1,545.6
|
|
||||
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
|
Fair value of plan assets at beginning of year
|
1,886.3
|
|
|
1,926.3
|
|
|
962.2
|
|
|
834.6
|
|
||||
|
Actual return on plan assets
|
(21.3
|
)
|
|
90.4
|
|
|
10.6
|
|
|
93.4
|
|
||||
|
Employer contributions
|
49.4
|
|
|
51.8
|
|
|
53.1
|
|
|
61.6
|
|
||||
|
Employee contributions
|
—
|
|
|
—
|
|
|
9.3
|
|
|
9.6
|
|
||||
|
Amendments and settlements
|
—
|
|
|
(1.5
|
)
|
|
(61.8
|
)
|
|
39.1
|
|
||||
|
Benefits paid and other
|
(192.9
|
)
|
|
(180.7
|
)
|
|
(47.0
|
)
|
|
(48.1
|
)
|
||||
|
Acquisitions
|
171.1
|
|
|
—
|
|
|
355.8
|
|
|
57.0
|
|
||||
|
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
(59.6
|
)
|
|
(85.0
|
)
|
||||
|
Fair value of plan assets at end of year
|
1,892.6
|
|
|
1,886.3
|
|
|
1,222.6
|
|
|
962.2
|
|
||||
|
Funded status
|
$
|
(711.3
|
)
|
|
$
|
(598.4
|
)
|
|
$
|
(553.6
|
)
|
|
$
|
(583.4
|
)
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
Discount rate
|
4.4
|
%
|
|
4.0
|
%
|
|
2.6
|
%
|
|
2.3
|
%
|
|
Rate of compensation increase
|
4.0
|
%
|
|
N/A
|
|
|
2.9
|
%
|
|
3.0
|
%
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Service cost
|
$
|
9.6
|
|
|
$
|
6.0
|
|
|
$
|
46.8
|
|
|
$
|
32.0
|
|
|
Interest cost
|
101.1
|
|
|
105.9
|
|
|
37.8
|
|
|
44.4
|
|
||||
|
Expected return on plan assets
|
(136.0
|
)
|
|
(128.8
|
)
|
|
(43.1
|
)
|
|
(41.5
|
)
|
||||
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
|
Amortization of net loss
|
28.9
|
|
|
18.4
|
|
|
16.6
|
|
|
6.8
|
|
||||
|
Curtailment and settlement (gains) losses recognized
|
(9.3
|
)
|
|
0.2
|
|
|
(0.4
|
)
|
|
0.7
|
|
||||
|
Net periodic pension cost
|
$
|
(5.7
|
)
|
|
$
|
1.7
|
|
|
$
|
57.5
|
|
|
$
|
42.3
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
Discount rate
|
4.0
|
%
|
|
4.8
|
%
|
|
2.3
|
%
|
|
3.6
|
%
|
|
Expected long-term return on plan assets
|
7.5
|
%
|
|
7.5
|
%
|
|
4.0
|
%
|
|
4.8
|
%
|
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
3.0
|
%
|
|
3.1
|
%
|
|
|
Quoted Prices in Active Market (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
|
Cash and equivalents
|
$
|
24.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24.7
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
|
Common stock
|
263.7
|
|
|
24.5
|
|
|
—
|
|
|
288.2
|
|
||||
|
Preferred stock
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
|
Corporate bonds
|
—
|
|
|
119.6
|
|
|
—
|
|
|
119.6
|
|
||||
|
Government issued
|
—
|
|
|
80.5
|
|
|
—
|
|
|
80.5
|
|
||||
|
Mutual funds
|
357.4
|
|
|
196.6
|
|
|
—
|
|
|
554.0
|
|
||||
|
Insurance contracts
|
—
|
|
|
119.9
|
|
|
—
|
|
|
119.9
|
|
||||
|
Total
|
$
|
648.4
|
|
|
$
|
541.1
|
|
|
$
|
—
|
|
|
$
|
1,189.5
|
|
|
Investments measured at NAV
(a)
:
|
|
|
|
|
|
|
|
||||||||
|
Mutual funds
|
|
|
|
|
|
|
548.4
|
|
|||||||
|
Common collective trusts
|
|
|
|
|
|
|
742.5
|
|
|||||||
|
Venture capital, partnerships and other private investments
|
|
|
|
|
|
|
634.8
|
|
|||||||
|
Total assets at fair value
|
|
|
|
|
|
|
$
|
3,115.2
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
|
(a)
The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total plan assets.
|
|||||||||||||||
|
|
Quoted Prices in Active Market (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
|
Cash and equivalents
|
$
|
44.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44.6
|
|
|
Common stock
|
174.5
|
|
|
24.8
|
|
|
—
|
|
|
199.3
|
|
||||
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
|
Corporate bonds
|
—
|
|
|
133.5
|
|
|
—
|
|
|
133.5
|
|
||||
|
Government issued
|
—
|
|
|
58.3
|
|
|
—
|
|
|
58.3
|
|
||||
|
Mutual funds
|
391.0
|
|
|
189.5
|
|
|
—
|
|
|
580.5
|
|
||||
|
Insurance contracts
|
—
|
|
|
109.2
|
|
|
—
|
|
|
109.2
|
|
||||
|
Total
|
$
|
610.1
|
|
|
$
|
515.3
|
|
|
$
|
—
|
|
|
$
|
1,125.4
|
|
|
Investments measured at NAV
(a)
:
|
|
|
|
|
|
|
|
||||||||
|
Mutual funds
|
|
|
|
|
|
|
375.1
|
|
|||||||
|
Common collective trusts
|
|
|
|
|
|
|
852.9
|
|
|||||||
|
Venture capital, partnerships and other private investments
|
|
|
|
|
|
|
495.1
|
|
|||||||
|
Total assets at fair value
|
|
|
|
|
|
|
$
|
2,848.5
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
|
(a)
The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total plan assets.
|
|||||||||||||||
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
|
All Pension Plans
|
||||||
|
2016
|
$
|
168.9
|
|
|
$
|
53.2
|
|
|
$
|
222.1
|
|
|
2017
|
176.5
|
|
|
57.4
|
|
|
233.9
|
|
|||
|
2018
|
179.2
|
|
|
60.0
|
|
|
239.2
|
|
|||
|
2019
|
179.0
|
|
|
59.3
|
|
|
238.3
|
|
|||
|
2020
|
181.1
|
|
|
60.3
|
|
|
241.4
|
|
|||
|
2021 – 2025
|
889.8
|
|
|
353.8
|
|
|
1,243.6
|
|
|||
|
|
2015
|
|
2014
|
||||
|
Change in benefit obligation:
|
|
|
|
||||
|
Benefit obligation at beginning of year
|
$
|
221.4
|
|
|
$
|
194.8
|
|
|
Service cost
|
1.1
|
|
|
1.1
|
|
||
|
Interest cost
|
8.4
|
|
|
10.3
|
|
||
|
Amendments, curtailments and other
|
(3.6
|
)
|
|
(1.0
|
)
|
||
|
Actuarial (gain) loss
|
(22.7
|
)
|
|
33.2
|
|
||
|
Acquisitions
|
5.0
|
|
|
—
|
|
||
|
Retiree contributions
|
3.6
|
|
|
3.7
|
|
||
|
Benefits paid
|
(19.8
|
)
|
|
(20.7
|
)
|
||
|
Benefit obligation at end of year
|
193.4
|
|
|
221.4
|
|
||
|
Change in plan assets:
|
|
|
|
||||
|
Fair value of plan assets
|
—
|
|
|
—
|
|
||
|
Funded status
|
$
|
(193.4
|
)
|
|
$
|
(221.4
|
)
|
|
|
2015
|
|
2014
|
||
|
Discount rate
|
4.2
|
%
|
|
4.0
|
%
|
|
Medical trend rate – initial
|
6.8
|
%
|
|
7.1
|
%
|
|
Medical trend rate – grading period
|
22 years
|
|
|
14 years
|
|
|
Medical trend rate – ultimate
|
4.5
|
%
|
|
4.5
|
%
|
|
($ in millions)
|
1% Increase
|
|
1% Decrease
|
||||
|
Effect on the total of service and interest cost components
|
$
|
0.5
|
|
|
$
|
(0.4
|
)
|
|
Effect on postretirement medical benefit obligation
|
6.6
|
|
|
(5.8
|
)
|
||
|
($ in millions)
|
2015
|
|
2014
|
||||
|
Service cost
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
Interest cost
|
8.4
|
|
|
10.3
|
|
||
|
Amortization of net loss
|
1.0
|
|
|
1.4
|
|
||
|
Amortization of prior service credit
|
(3.1
|
)
|
|
(4.1
|
)
|
||
|
Net periodic benefit cost
|
$
|
7.4
|
|
|
$
|
8.7
|
|
|
2016
|
$
|
17.9
|
|
|
2017
|
17.8
|
|
|
|
2018
|
17.6
|
|
|
|
2019
|
17.2
|
|
|
|
2020
|
16.5
|
|
|
|
2021 – 2025
|
71.2
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
United States
|
$
|
1,419.9
|
|
|
$
|
1,346.5
|
|
|
$
|
1,565.7
|
|
|
International
|
1,904.1
|
|
|
2,054.2
|
|
|
1,850.6
|
|
|||
|
Total
|
$
|
3,324.0
|
|
|
$
|
3,400.7
|
|
|
$
|
3,416.3
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Current:
|
|
|
|
|
|
||||||
|
Federal U.S.
|
$
|
468.6
|
|
|
$
|
253.1
|
|
|
$
|
235.4
|
|
|
Non-U.S.
|
368.3
|
|
|
370.9
|
|
|
246.4
|
|
|||
|
State and local
|
39.7
|
|
|
33.8
|
|
|
67.6
|
|
|||
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal U.S.
|
(70.4
|
)
|
|
220.0
|
|
|
258.3
|
|
|||
|
Non-U.S.
|
(102.2
|
)
|
|
(59.2
|
)
|
|
13.8
|
|
|||
|
State and local
|
21.3
|
|
|
39.0
|
|
|
4.2
|
|
|||
|
Income tax provision
|
$
|
725.3
|
|
|
$
|
857.6
|
|
|
$
|
825.7
|
|
|
|
2015
|
|
2014
|
||||
|
Deferred tax assets:
|
|
|
|
||||
|
Allowance for doubtful accounts
|
$
|
27.7
|
|
|
$
|
37.2
|
|
|
Inventories
|
107.1
|
|
|
94.4
|
|
||
|
Pension and postretirement benefits
|
415.7
|
|
|
363.0
|
|
||
|
Environmental and regulatory compliance
|
31.7
|
|
|
27.2
|
|
||
|
Other accruals and prepayments
|
405.2
|
|
|
331.0
|
|
||
|
Stock-based compensation expense
|
128.8
|
|
|
128.9
|
|
||
|
Tax credit and loss carryforwards
|
1,075.4
|
|
|
870.1
|
|
||
|
Valuation allowances
|
(215.0
|
)
|
|
(330.5
|
)
|
||
|
Total deferred tax asset
|
1,976.6
|
|
|
1,521.3
|
|
||
|
Deferred tax liabilities:
|
|
|
|
||||
|
Property, plant and equipment
|
(194.1
|
)
|
|
(169.3
|
)
|
||
|
Insurance, including self-insurance
|
(1,107.3
|
)
|
|
(870.5
|
)
|
||
|
Basis difference in LYONs
|
(9.1
|
)
|
|
(18.3
|
)
|
||
|
Goodwill and other intangibles
|
(3,704.8
|
)
|
|
(2,225.4
|
)
|
||
|
Unrealized gains on marketable securities
|
(68.0
|
)
|
|
(72.9
|
)
|
||
|
Total deferred tax liability
|
(5,083.3
|
)
|
|
(3,356.4
|
)
|
||
|
Net deferred tax liability
|
$
|
(3,106.7
|
)
|
|
$
|
(1,835.1
|
)
|
|
|
Percentage of Pretax Earnings
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
Increase (decrease) in tax rate resulting from:
|
|
|
|
|
|
|||
|
State income taxes (net of federal income tax benefit)
|
1.1
|
|
|
1.4
|
|
|
1.3
|
|
|
Foreign income taxed at lower rate than U.S. statutory rate
|
(11.6
|
)
|
|
(13.8
|
)
|
|
(10.2
|
)
|
|
Resolution and expiration of statutes of limitation of uncertain tax positions
|
(0.8
|
)
|
|
1.7
|
|
|
(2.5
|
)
|
|
Foreign exchange losses
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
Research credits, uncertain tax positions and other
|
0.9
|
|
|
0.9
|
|
|
0.6
|
|
|
Effective income tax rate
|
21.8
|
%
|
|
25.2
|
%
|
|
24.2
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Unrecognized tax benefits, beginning of year
|
$
|
728.5
|
|
|
$
|
689.0
|
|
|
$
|
613.2
|
|
|
Additions based on tax positions related to the current year
|
73.3
|
|
|
91.5
|
|
|
47.8
|
|
|||
|
Additions for tax positions of prior years
|
135.3
|
|
|
172.5
|
|
|
166.9
|
|
|||
|
Reductions for tax positions of prior years
|
(10.0
|
)
|
|
(43.7
|
)
|
|
(57.4
|
)
|
|||
|
Acquisitions and other
|
140.6
|
|
|
36.6
|
|
|
18.2
|
|
|||
|
Lapse of statute of limitations
|
(26.3
|
)
|
|
(36.3
|
)
|
|
(96.1
|
)
|
|||
|
Settlements
|
(18.9
|
)
|
|
(149.7
|
)
|
|
(3.8
|
)
|
|||
|
Effect of foreign currency translation
|
(32.3
|
)
|
|
(31.4
|
)
|
|
0.2
|
|
|||
|
Unrecognized tax benefits, end of year
|
$
|
990.2
|
|
|
$
|
728.5
|
|
|
$
|
689.0
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Gain on sale of marketable equity securities
|
$
|
12.4
|
|
|
$
|
122.6
|
|
|
$
|
201.5
|
|
|
Gain on sale of unconsolidated joint venture
|
—
|
|
|
—
|
|
|
229.8
|
|
|||
|
Gain on sale of a product line
|
—
|
|
|
33.9
|
|
|
—
|
|
|||
|
Total
|
$
|
12.4
|
|
|
$
|
156.5
|
|
|
$
|
431.3
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Test & Measurement
|
$
|
7.4
|
|
|
$
|
10.7
|
|
|
$
|
8.3
|
|
|
Environmental
|
13.9
|
|
|
27.9
|
|
|
7.4
|
|
|||
|
Life Sciences & Diagnostics
|
61.2
|
|
|
50.2
|
|
|
36.1
|
|
|||
|
Dental
|
25.3
|
|
|
21.4
|
|
|
13.3
|
|
|||
|
Industrial Technologies
|
14.0
|
|
|
20.2
|
|
|
35.6
|
|
|||
|
Total
|
$
|
121.8
|
|
|
$
|
130.4
|
|
|
$
|
100.7
|
|
|
|
Balance as of January 1, 2014
|
|
Costs
Incurred
|
|
Paid/
Settled
|
|
Balance as of December 31, 2014
|
|
Costs
Incurred
|
|
Paid/
Settled
|
|
Balance as of December 31, 2015
|
||||||||||||||
|
Employee severance and related
|
$
|
70.7
|
|
|
$
|
103.3
|
|
|
$
|
(77.9
|
)
|
|
$
|
96.1
|
|
|
$
|
92.3
|
|
|
$
|
(112.4
|
)
|
|
$
|
76.0
|
|
|
Facility exit and related
|
14.9
|
|
|
27.1
|
|
|
(26.5
|
)
|
|
15.5
|
|
|
29.5
|
|
|
(30.1
|
)
|
|
14.9
|
|
|||||||
|
Total
|
$
|
85.6
|
|
|
$
|
130.4
|
|
|
$
|
(104.4
|
)
|
|
$
|
111.6
|
|
|
$
|
121.8
|
|
|
$
|
(142.5
|
)
|
|
$
|
90.9
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Cost of sales
|
$
|
37.8
|
|
|
$
|
38.1
|
|
|
$
|
26.0
|
|
|
Selling, general and administrative expenses
|
84.0
|
|
|
92.3
|
|
|
74.7
|
|
|||
|
Total
|
$
|
121.8
|
|
|
$
|
130.4
|
|
|
$
|
100.7
|
|
|
Balance, January 1, 2014
|
$
|
140.1
|
|
|
Accruals for warranties issued during the year
|
136.1
|
|
|
|
Settlements made
|
(138.1
|
)
|
|
|
Additions due to acquisitions
|
4.6
|
|
|
|
Effect of foreign currency translation
|
(5.1
|
)
|
|
|
Balance, December 31, 2014
|
137.6
|
|
|
|
Accruals for warranties issued during the year
|
116.9
|
|
|
|
Settlements made
|
(123.8
|
)
|
|
|
Additions due to acquisitions
|
7.6
|
|
|
|
Effect of foreign currency translation
|
(3.2
|
)
|
|
|
Balance, December 31, 2015
|
$
|
135.1
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Risk-free interest rate
|
1.6 – 2.2%
|
|
|
1.7 – 2.4%
|
|
|
1.0 – 2.3%
|
|
|
Weighted average volatility
|
24.3
|
%
|
|
22.4
|
%
|
|
23.6
|
%
|
|
Dividend yield
|
0.6
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
|
Expected years until exercise
|
5.5 – 8.0
|
|
|
5.5 – 8.0
|
|
|
6.0 – 8.5
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
RSUs/PSUs:
|
|
|
|
|
|
||||||
|
Pretax compensation expense
|
$
|
92.2
|
|
|
$
|
71.4
|
|
|
$
|
64.6
|
|
|
Income tax benefit
|
(29.6
|
)
|
|
(20.8
|
)
|
|
(19.4
|
)
|
|||
|
RSU/PSU expense, net of income taxes
|
62.6
|
|
|
50.6
|
|
|
45.2
|
|
|||
|
Stock options:
|
|
|
|
|
|
||||||
|
Pretax compensation expense
|
46.8
|
|
|
44.1
|
|
|
45.0
|
|
|||
|
Income tax benefit
|
(15.0
|
)
|
|
(13.2
|
)
|
|
(13.8
|
)
|
|||
|
Stock option expense, net of income taxes
|
31.8
|
|
|
30.9
|
|
|
31.2
|
|
|||
|
Total stock-based compensation:
|
|
|
|
|
|
||||||
|
Pretax compensation expense
|
139.0
|
|
|
115.5
|
|
|
109.6
|
|
|||
|
Income tax benefit
|
(44.6
|
)
|
|
(34.0
|
)
|
|
(33.2
|
)
|
|||
|
Total stock-based compensation expense, net of income taxes
|
$
|
94.4
|
|
|
$
|
81.5
|
|
|
$
|
76.4
|
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
|||||
|
Outstanding as of January 1, 2013
|
27.4
|
|
|
$
|
37.94
|
|
|
|
|
|
||
|
Granted
|
3.8
|
|
|
64.73
|
|
|
|
|
|
|||
|
Exercised
|
(5.1
|
)
|
|
31.19
|
|
|
|
|
|
|||
|
Cancelled/forfeited
|
(1.1
|
)
|
|
47.35
|
|
|
|
|
|
|||
|
Outstanding as of December 31, 2013
|
25.0
|
|
|
42.93
|
|
|
|
|
|
|||
|
Granted
|
3.9
|
|
|
77.37
|
|
|
|
|
|
|||
|
Exercised
|
(3.7
|
)
|
|
34.98
|
|
|
|
|
|
|||
|
Cancelled/forfeited
|
(0.9
|
)
|
|
61.46
|
|
|
|
|
|
|||
|
Outstanding as of December 31, 2014
|
24.3
|
|
|
48.92
|
|
|
|
|
|
|||
|
Granted
|
3.3
|
|
|
88.13
|
|
|
|
|
|
|||
|
Exercised
|
(6.2
|
)
|
|
36.92
|
|
|
|
|
|
|||
|
Cancelled/forfeited
|
(1.3
|
)
|
|
68.13
|
|
|
|
|
|
|||
|
Outstanding as of December 31, 2015
|
20.1
|
|
|
$
|
57.84
|
|
|
6
|
|
$
|
705.8
|
|
|
Vested and expected to vest as of December 31, 2015
(a)
|
19.0
|
|
|
$
|
56.98
|
|
|
6
|
|
$
|
681.4
|
|
|
Vested as of December 31, 2015
|
9.8
|
|
|
$
|
42.78
|
|
|
4
|
|
$
|
492.6
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(a)
The “expected to vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.
|
||||||||||||
|
|
Outstanding
|
|
Exercisable
|
||||||||||||
|
Exercise Price
|
Shares
|
|
Average Exercise Price
|
|
Average Remaining Life (in years)
|
|
Shares
|
|
Average Exercise Price
|
||||||
|
$26.29 to $37.74
|
4.1
|
|
|
$
|
32.92
|
|
|
3
|
|
4.1
|
|
|
$
|
32.92
|
|
|
$37.75 to $51.08
|
4.3
|
|
|
43.92
|
|
|
4
|
|
3.6
|
|
|
42.78
|
|
||
|
$51.09 to $67.16
|
3.9
|
|
|
55.25
|
|
|
7
|
|
1.2
|
|
|
53.42
|
|
||
|
$67.17 to $82.22
|
4.4
|
|
|
73.74
|
|
|
8
|
|
0.8
|
|
|
71.65
|
|
||
|
$82.23 to $93.54
|
3.4
|
|
|
87.87
|
|
|
9
|
|
0.1
|
|
|
84.52
|
|
||
|
|
Number of RSUs/PSUs
|
|
Weighted Average
Grant-Date Fair Value
|
|||
|
Unvested as of January 1, 2013
|
5.6
|
|
|
$
|
43.29
|
|
|
Granted
|
1.5
|
|
|
64.83
|
|
|
|
Vested
|
(1.4
|
)
|
|
38.66
|
|
|
|
Forfeited
|
(0.5
|
)
|
|
43.90
|
|
|
|
Unvested as of December 31, 2013
|
5.2
|
|
|
51.04
|
|
|
|
Granted
|
1.6
|
|
|
76.71
|
|
|
|
Vested
|
(1.5
|
)
|
|
42.60
|
|
|
|
Forfeited
|
(0.4
|
)
|
|
58.82
|
|
|
|
Unvested as of December 31, 2014
|
4.9
|
|
|
61.64
|
|
|
|
Granted
|
2.2
|
|
|
86.72
|
|
|
|
Vested
|
(1.6
|
)
|
|
57.73
|
|
|
|
Forfeited
|
(0.6
|
)
|
|
69.54
|
|
|
|
Unvested as of December 31, 2015
|
4.9
|
|
|
73.31
|
|
|
|
|
Net Earnings from Continuing Operations (Numerator)
|
|
Shares (Denominator)
|
|
Per Share Amount
|
|||||
|
For the Year Ended December 31, 2015:
|
|
|
|
|
|
|||||
|
Basic EPS
|
$
|
2,598.7
|
|
|
698.1
|
|
|
$
|
3.72
|
|
|
Adjustment for interest on convertible debentures
|
2.2
|
|
|
—
|
|
|
|
|||
|
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs
|
—
|
|
|
7.7
|
|
|
|
|||
|
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
2.7
|
|
|
|
|||
|
Diluted EPS
|
$
|
2,600.9
|
|
|
708.5
|
|
|
$
|
3.67
|
|
|
|
|
|
|
|
|
|||||
|
For the Year Ended December 31, 2014:
|
|
|
|
|
|
|||||
|
Basic EPS
|
$
|
2,543.1
|
|
|
702.2
|
|
|
$
|
3.62
|
|
|
Adjustment for interest on convertible debentures
|
3.3
|
|
|
—
|
|
|
|
|||
|
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs
|
—
|
|
|
9.1
|
|
|
|
|||
|
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
4.8
|
|
|
|
|||
|
Diluted EPS
|
$
|
2,546.4
|
|
|
716.1
|
|
|
$
|
3.56
|
|
|
|
|
|
|
|
|
|||||
|
For the Year Ended December 31, 2013:
|
|
|
|
|
|
|||||
|
Basic EPS
|
$
|
2,590.6
|
|
|
696.0
|
|
|
$
|
3.72
|
|
|
Adjustment for interest on convertible debentures
|
3.3
|
|
|
—
|
|
|
|
|||
|
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs
|
—
|
|
|
8.7
|
|
|
|
|||
|
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
6.3
|
|
|
|
|||
|
Diluted EPS
|
$
|
2,593.9
|
|
|
711.0
|
|
|
$
|
3.65
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
2,654.8
|
|
|
$
|
2,702.1
|
|
|
$
|
2,582.4
|
|
|
Environmental
|
3,635.4
|
|
|
3,547.3
|
|
|
3,316.9
|
|
|||
|
Life Sciences & Diagnostics
|
8,213.1
|
|
|
7,185.7
|
|
|
6,856.4
|
|
|||
|
Dental
|
2,736.8
|
|
|
2,193.1
|
|
|
2,094.9
|
|
|||
|
Industrial Technologies
|
3,323.0
|
|
|
3,525.8
|
|
|
3,432.5
|
|
|||
|
Total
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
|
|
|
|
|
|
||||||
|
Operating profit:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
614.4
|
|
|
$
|
573.2
|
|
|
$
|
515.1
|
|
|
Environmental
|
782.4
|
|
|
705.2
|
|
|
696.5
|
|
|||
|
Life Sciences & Diagnostics
|
1,088.5
|
|
|
1,105.9
|
|
|
1,009.8
|
|
|||
|
Dental
|
370.4
|
|
|
304.4
|
|
|
304.9
|
|
|||
|
Industrial Technologies
|
799.3
|
|
|
801.3
|
|
|
722.9
|
|
|||
|
Other
|
(185.9
|
)
|
|
(143.4
|
)
|
|
(128.7
|
)
|
|||
|
Total
|
$
|
3,469.1
|
|
|
$
|
3,346.6
|
|
|
$
|
3,120.5
|
|
|
|
|
|
|
|
|
||||||
|
Identifiable assets:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
3,575.1
|
|
|
$
|
3,550.9
|
|
|
$
|
3,561.6
|
|
|
Environmental
|
3,881.7
|
|
|
3,824.9
|
|
|
3,584.5
|
|
|||
|
Life Sciences & Diagnostics
|
29,448.7
|
|
|
13,743.9
|
|
|
13,614.7
|
|
|||
|
Dental
|
5,906.9
|
|
|
6,224.3
|
|
|
4,095.1
|
|
|||
|
Industrial Technologies
|
4,100.2
|
|
|
4,149.0
|
|
|
4,363.6
|
|
|||
|
Other
|
1,309.6
|
|
|
3,615.2
|
|
|
3,519.3
|
|
|||
|
Discontinued Operations
|
—
|
|
|
1,883.5
|
|
|
1,933.4
|
|
|||
|
Total
|
$
|
48,222.2
|
|
|
$
|
36,991.7
|
|
|
$
|
34,672.2
|
|
|
|
|
|
|
|
|
||||||
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
80.2
|
|
|
$
|
83.5
|
|
|
$
|
90.7
|
|
|
Environmental
|
89.8
|
|
|
85.7
|
|
|
62.7
|
|
|||
|
Life Sciences & Diagnostics
|
660.1
|
|
|
539.0
|
|
|
517.3
|
|
|||
|
Dental
|
132.0
|
|
|
85.0
|
|
|
83.3
|
|
|||
|
Industrial Technologies
|
81.0
|
|
|
88.8
|
|
|
89.2
|
|
|||
|
Other
|
8.2
|
|
|
7.5
|
|
|
7.4
|
|
|||
|
Total
|
$
|
1,051.3
|
|
|
$
|
889.5
|
|
|
$
|
850.6
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Capital expenditures, gross:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
23.8
|
|
|
$
|
17.0
|
|
|
$
|
25.4
|
|
|
Environmental
|
90.8
|
|
|
76.1
|
|
|
46.5
|
|
|||
|
Life Sciences & Diagnostics
|
399.4
|
|
|
391.1
|
|
|
386.7
|
|
|||
|
Dental
|
53.3
|
|
|
24.4
|
|
|
30.7
|
|
|||
|
Industrial Technologies
|
63.6
|
|
|
70.6
|
|
|
47.1
|
|
|||
|
Other
|
2.1
|
|
|
1.4
|
|
|
1.7
|
|
|||
|
Total
|
$
|
633.0
|
|
|
$
|
580.6
|
|
|
$
|
538.1
|
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Sales:
|
|
|
|
|
|
||||||
|
United States
|
$
|
9,072.9
|
|
|
$
|
8,091.2
|
|
|
$
|
7,613.6
|
|
|
China
|
1,989.7
|
|
|
1,727.5
|
|
|
1,612.7
|
|
|||
|
Germany
|
1,123.5
|
|
|
1,182.9
|
|
|
1,161.5
|
|
|||
|
All other (each country individually less than 5% of total sales)
|
8,377.0
|
|
|
8,152.4
|
|
|
7,895.3
|
|
|||
|
Total
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
|
|
|
|
|
|
||||||
|
Long-lived assets:
|
|
|
|
|
|
||||||
|
United States
|
$
|
21,939.1
|
|
|
$
|
16,888.3
|
|
|
$
|
15,673.7
|
|
|
Germany
|
3,159.7
|
|
|
1,875.1
|
|
|
1,939.7
|
|
|||
|
All other (each country individually less than 5% of total long-lived assets)
|
15,286.7
|
|
|
8,797.0
|
|
|
7,945.1
|
|
|||
|
Total
|
$
|
40,385.5
|
|
|
$
|
27,560.4
|
|
|
$
|
25,558.5
|
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
Analytical and physical instrumentation
|
$
|
5,760.6
|
|
|
$
|
5,778.6
|
|
|
$
|
5,443.6
|
|
|
Medical and dental products
|
10,962.8
|
|
|
9,381.6
|
|
|
8,958.0
|
|
|||
|
Motion and industrial automation controls
|
1,407.0
|
|
|
1,554.5
|
|
|
1,559.1
|
|
|||
|
Product identification
|
1,571.6
|
|
|
1,611.2
|
|
|
1,551.5
|
|
|||
|
All other
|
861.1
|
|
|
828.1
|
|
|
770.9
|
|
|||
|
Total
|
$
|
20,563.1
|
|
|
$
|
19,154.0
|
|
|
$
|
18,283.1
|
|
|
($ in millions, except per share data)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
||||||||
|
2015:
|
|
|
|
|
|
|
|
|
||||||||
|
Sales
|
$
|
4,694.7
|
|
|
$
|
4,960.2
|
|
|
$
|
5,023.4
|
|
|
$
|
5,884.8
|
|
|
|
Gross profit
|
2,468.2
|
|
|
2,644.0
|
|
|
2,637.0
|
|
|
3,013.3
|
|
|
||||
|
Operating profit
|
755.1
|
|
|
934.4
|
|
|
800.8
|
|
|
978.8
|
|
|
||||
|
Net earnings from continuing operations
|
558.0
|
|
|
715.5
|
|
|
590.0
|
|
|
735.2
|
|
|
||||
|
Net earnings from discontinued operations
|
11.8
|
|
|
(19.8
|
)
|
|
813.3
|
|
|
(46.6
|
)
|
|
||||
|
Net earnings
|
569.8
|
|
|
695.7
|
|
|
1,403.3
|
|
|
688.6
|
|
|
||||
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.79
|
|
|
$
|
1.01
|
|
|
$
|
0.86
|
|
|
$
|
1.07
|
|
**
|
|
Diluted
|
$
|
0.78
|
|
|
$
|
0.99
|
|
|
$
|
0.85
|
|
|
$
|
1.06
|
|
**
|
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
$
|
1.18
|
|
|
$
|
(0.07
|
)
|
**
|
|
Diluted
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
$
|
1.16
|
|
|
$
|
(0.07
|
)
|
**
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.81
|
|
|
$
|
0.98
|
|
|
$
|
2.04
|
|
|
$
|
1.00
|
|
**
|
|
Diluted
|
$
|
0.79
|
|
*
|
$
|
0.97
|
|
*
|
$
|
2.01
|
|
|
$
|
0.99
|
|
**
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2014:
|
|
|
|
|
|
|
|
|
||||||||
|
Sales
|
$
|
4,439.2
|
|
|
$
|
4,783.5
|
|
|
$
|
4,707.1
|
|
|
$
|
5,224.2
|
|
|
|
Gross profit
|
2,286.7
|
|
|
2,491.1
|
|
|
2,452.3
|
|
|
2,662.5
|
|
|
||||
|
Operating profit
|
738.1
|
|
|
875.5
|
|
|
866.2
|
|
|
866.8
|
|
|
||||
|
Net earnings from continuing operations
|
544.8
|
|
|
667.4
|
|
|
681.3
|
|
|
649.6
|
|
|
||||
|
Net earnings from discontinued operations
|
34.9
|
|
|
9.0
|
|
|
(0.7
|
)
|
|
12.1
|
|
|
||||
|
Net earnings
|
579.7
|
|
|
676.4
|
|
|
680.6
|
|
|
661.7
|
|
|
||||
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|||||||
|
Basic
|
$
|
0.78
|
|
|
$
|
0.95
|
|
|
$
|
0.97
|
|
|
$
|
0.92
|
|
|
|
Diluted
|
$
|
0.76
|
|
|
$
|
0.94
|
|
|
$
|
0.95
|
|
|
$
|
0.91
|
|
|
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
**
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.83
|
|
|
$
|
0.96
|
|
|
$
|
0.97
|
|
|
$
|
0.94
|
|
**
|
|
Diluted
|
$
|
0.81
|
|
|
$
|
0.95
|
|
|
$
|
0.95
|
|
|
$
|
0.92
|
|
|
|
|
||||||||||||||||
|
* Net earnings per share amounts do not add due to rounding.
|
|
|||||||||||||||
|
** Net earnings per share amounts do not cross add to the full year amount due to rounding.
|
|
|||||||||||||||
|
a)
|
The following documents are filed as part of this report.
|
|
(1)
|
Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
|
|
(2)
|
Schedules. An index of Exhibits and Schedules is on page
110
of this report. Schedules other than those listed below have been omitted from this Annual Report on Form 10-K because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
|
|
(3)
|
Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
|
|
|
Page Number in
Form 10-K
|
|
Schedule:
|
|
|
Valuation and Qualifying Accounts
|
|
|
Exhibit Number
|
|
Description
|
||
|
|
|
|
||
|
2.1
|
|
Agreement and Plan of Merger, dated as of May 12, 2015, by and among Danaher Corporation, Pentagon Merger Sub, Inc. and Pall Corporation +
|
|
Incorporated by reference from Exhibit 2.1 to Danaher Corporation's Current Report on Form 8-K filed on May 13, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
3.1
|
|
Restated Certificate of Incorporation of Danaher Corporation
|
|
Incorporated by reference from Exhibit 3.1 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated By-laws of Danaher Corporation
|
|
Incorporated by reference from Exhibit 3.2 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
4.1
|
|
Senior Indenture dated as of December 11, 2007 by and between Danaher Corporation and The Bank of New York Trust Company, N.A. as trustee (“Senior Indenture”)
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.2
|
|
Supplemental Indenture to Senior Indenture, dated as of December 11, 2007, by and between Danaher Corporation and The Bank of New York Trust Company, N.A. as trustee relating to the 5.625% Senior Notes Due 2018
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.3
|
|
Supplemental Indenture to Senior Indenture, dated as of March 5, 2009, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 5.4% Senior Notes due 2019
|
|
Incorporated by reference from Exhibit 4.4 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.4
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 2.3% Senior Notes due 2016
|
|
Incorporated by reference from Exhibit 4.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
4.5
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 3.9% Senior Notes due 2021
|
|
Incorporated by reference from Exhibit 4.12 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.6
|
|
Supplemental Indenture to Senior Indenture, dated as of September 15, 2015, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 1.650% Senior Notes due 2018, 2.400% Senior Notes due 2020, 3.350% Senior Notes due 2025 and 4.375% Senior Notes due 2045
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation's Current Report on Form 8-K filed September 15, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.7
|
|
Indenture dated as of July 8, 2015, by and between Danaher Corporation, as guarantor, DH Europe Finance S.A., as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee (“Danaher International Indenture”)
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation's Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.8
|
|
First Supplemental Indenture to Danaher International Indenture, dated as of July 8, 2015, by and between Danaher Corporation, as guarantor, DH Europe Finance S.A., as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the Floating Rate Senior Notes due 2017, the 1.000% Senior Notes due 2019, the 1.700% Senior Notes due 2022 and the 2.500% Senior Notes due 2025
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation's Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.9
|
|
Paying and Calculation Agency Agreement, dated as of July 8, 2015, by and among Danaher International, Danaher Corporation, and The Bank of New York Mellon, London Branch, as paying and calculation agent
|
|
Incorporated by reference from Exhibit 4.3 to Danaher Corporation's Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.1
|
|
Danaher Corporation 2007 Stock Incentive Plan, as amended*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on May 11, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.2
|
|
Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan, as amended, a sub-plan under the 2007 Stock Incentive Plan*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.3
|
|
Amended Form of Election to Defer under the Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan*
|
|
Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.4
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement for Non-Employee Directors*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.5
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan RSU Agreement for Non-Employee Directors*
|
|
Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.6
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement*
|
|
Incorporated by reference from Exhibit 10.4 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.7
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan RSU Agreement*
|
|
Incorporated by reference from Exhibit 10.5 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.8
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan Performance Stock Unit Agreement*
|
|
Incorporated by reference from Exhibit 10.6 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.9
|
|
Amended and Restated Danaher Corporation 1998 Stock Option Plan*
|
|
Incorporated by reference from Exhibit 10.4 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.10
|
|
Form of Grant Acceptance Agreement under Amended and Restated Danaher Corporation 1998 Stock Option Plan*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.11
|
|
Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program*
|
|
Incorporated by reference from Exhibit 10.13 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.12
|
|
Amendment to Danaher Corporation and Subsidiaries Executive Deferred Incentive Program*
|
|
Incorporated by reference from Exhibit 10.30 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.13
|
|
Danaher Corporation 2007 Executive Cash Incentive Compensation Plan, as amended*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation's Current Report on Form 8-K filed on May 9, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.14
|
|
Danaher Corporation Senior Leader Severance Pay Plan*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.15
|
|
Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Thomas P. Joyce, Jr., dated March 16, 2009*
(1)
|
|
Incorporated by reference from Exhibit 10.16 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.16
|
|
Amendment to Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Thomas P. Joyce, Jr., dated September 11, 2014*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on September 15, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.17
|
|
Form of Agreement Regarding Competition and Protection of Proprietary Interests (without severance)*
(2)
|
|
Incorporated by reference from Exhibit 10.18 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.18
|
|
Letter Agreement by and between Danaher Corporation and Mark A. Beck, dated as of March 6, 2014*
|
|
Incorporated by reference from Exhibit 10.30 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.19
|
|
Letter Agreement by and between Danaher Corporation and Angela S. Lalor, dated March 19, 2012
|
|
Incorporated by reference from Exhibit 10.14 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.20
|
|
Description of compensation arrangements for non-management directors*
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Credit Agreement, dated as of July 10, 2015, among Danaher Corporation, Bank of America, N.A., as Administrative Agent and a Swing Line lender, Citibank, N.A. as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., The Bank Of Tokyo - Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp., US Bank National Association, HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Managers, and the other lenders referred to therein
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation’s Current Report on Form 8-K filed on July 10, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.22
|
|
Credit Agreement, dated as of July 10, 2015, among Danaher Corporation, Citibank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent, Deutsche Bank Securities Corp. and Barclays Bank Plc, as Documentation Agents, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Corp. and Barclays Bank Plc, as Joint Lead Arrangers and Joint Bookrunners and the other lenders referred to therein
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed on July 10, 2015 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.23
|
|
Management Agreement dated February 23, 2012 by and between FJ900, Inc. and Joust Capital III, LLC
(3)
|
|
Incorporated by reference from Exhibit 10.25 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.24
|
|
Interchange Agreement dated July 22, 2011 by and between Danaher Corporation and Joust Capital III, LLC
(4)
|
|
Incorporated by reference from Exhibit 10.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.25
|
|
Aircraft Time Sharing Agreement by and between Danaher Corporation and Thomas P. Joyce, Jr., dated May 7, 2014
(5)
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2014 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.26
|
|
Form of Director and Officer Indemnification Agreement
|
|
Incorporated by reference from Exhibit 10.35 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
11.1
|
|
Computation of per-share earnings
(6)
|
|
|
|
|
|
|
||
|
12.1
|
|
Calculation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
||
|
21.1
|
|
Subsidiaries of Registrant
|
|
|
|
|
|
|
||
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
||
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
||
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
||
|
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
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
||
|
101.INS
|
|
XBRL Instance Document
(7)
|
|
|
|
|
|
|
||
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
(7)
|
|
|
|
|
|
|
||
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
(7)
|
|
|
|
|
|
|
||
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
(7)
|
|
|
|
|
|
|
||
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
(7)
|
|
|
|
|
|
|
||
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
(7)
|
|
|
|
|
|
|
||
|
|
+
|
The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Danaher will furnish copies of such schedules to the Securities and Exchange Commission upon request.
|
|
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
|
|
(1)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher has entered into agreements with each of Daniel L. Comas, William K. Daniel II and James A. Lico that are substantially identical in all material respects to the form of agreement referenced as Exhibit 10.15 except as to the name of the counterparty.
|
|
|
(2)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher has entered into agreements with each of Angela S. Lalor and Mark A. Beck that are substantially identical in all material respects to the form of agreement referenced as Exhibit 10.17.
|
|
|
(3)
|
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 Joust Capital II, LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.23, except as to the referenced aircraft and the name of the counterparty.
|
|
|
(4)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation or a subsidiary thereof has entered into additional interchange agreements with each of Joust Capital II, LLC and Joust Capital III, LLC that are substantially identical in all material respects to the form of agreement attached as 10.24, except as to the referenced aircraft and, in certain cases, the name of the counterparty.
|
|
|
(5)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation has entered into an aircraft time sharing agreement with Daniel L. Comas that is substantially identical in all material respects to the form of agreement referenced as 10.25, except as to the name of the counterparty.
|
|
|
(6)
|
See Note 18, “Net Earnings Per Share From Continuing Operations”, to our Consolidated Financial Statements.
|
|
|
(7)
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Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2015 and 2014, (ii) Consolidated Statements of Earnings for the years ended December 31, 2015, 2014 and 2013, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013, (iv) Consolidated Statements of Stockholders’ Equity for the years December 31, 2015, 2014 and 2013, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 and (vi) Notes to Consolidated Financial Statements.
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DANAHER CORPORATION
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Date:
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February 23, 2016
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By:
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/s/ THOMAS P. JOYCE, JR.
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Thomas P. Joyce, Jr.
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President and Chief Executive Officer
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Name, Title and Signature
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Date
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/s/ STEVEN M. RALES
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February 23, 2016
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Steven M. Rales
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Chairman of the Board
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/s/ MITCHELL P. RALES
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February 23, 2016
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Mitchell P. Rales
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Chairman of the Executive Committee
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/s/ DONALD J. EHRLICH
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February 23, 2016
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Donald J. Ehrlich
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Director
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/s/ LINDA HEFNER FILLER
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February 23, 2016
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Linda Hefner Filler
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Director
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/s/ THOMAS P. JOYCE, JR.
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February 23, 2016
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Thomas P. Joyce, Jr.
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President, Chief Executive Officer and Director
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/s/ TERI LIST-STOLL
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February 23, 2016
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Teri List-Stoll
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Director
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/s/ WALTER G. LOHR, JR.
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February 23, 2016
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Walter G. Lohr, Jr.
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Director
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/s/ JOHN T. SCHWIETERS
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February 23, 2016
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John T. Schwieters
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Director
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/s/ ALAN G. SPOON
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February 23, 2016
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Alan G. Spoon
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Director
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/s/ ELIAS A. ZERHOUNI, M.D.
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February 23, 2016
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Elias A. Zerhouni, M.D.
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Director
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/s/ DANIEL L. COMAS
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February 23, 2016
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Daniel L. Comas
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Executive Vice President and Chief Financial Officer
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/s/ ROBERT S. LUTZ
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February 23, 2016
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Robert S. Lutz
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Senior Vice President and Chief Accounting Officer
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Classification
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Balance at Beginning of Period
(a)
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Charged to Costs & Expenses
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Impact of Currency
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Charged to Other Accounts
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Write-Offs, Write-Downs & Deductions
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Balance at End of Period
(a)
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Year Ended December 31, 2015:
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Allowances deducted from asset account
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Allowance for doubtful accounts
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$
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149.3
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$
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57.1
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$
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(7.2
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$
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21.1
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(b)
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$
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(52.8
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$
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167.5
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Year Ended December 31, 2014:
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Allowances deducted from asset account
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Allowance for doubtful accounts
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$
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147.4
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$
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42.8
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$
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(5.8
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$
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13.3
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(b)
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$
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(48.4
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$
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149.3
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Year Ended December 31, 2013:
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Allowances deducted from asset account
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Allowance for doubtful accounts
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$
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148.1
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$
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27.9
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$
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(1.6
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$
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4.2
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(b)
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$
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(31.2
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$
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147.4
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(a)
Amounts include allowance for doubtful accounts classified as current and noncurrent.
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(b)
Amounts related to businesses acquired, net of amounts related to businesses disposed not included in discontinued operations.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Customers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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