Danaher Reports Fourth Quarter And Full Year 2020 Results

WASHINGTON, Jan. 28, 2021 /PRNewswire/ -- Danaher Corporation (NYSE: DHR) (the "Company") today announced results for the fourth quarter and full year 2020. All results in this release reflect only continuing operations unless otherwise noted.

For the quarter ended December 31, 2020, net earnings were $1.2 billion, or $1.66 per diluted common share which represents a 55.0% year-over-year increase from the comparable 2019 period.

Non-GAAP adjusted diluted net earnings per common share for the fourth quarter 2020 were $2.08 which represents a 62.5% increase over the comparable 2019 period. For the fourth quarter 2020, revenues increased 39.0% year-over-year to $6.8 billion, with 15.5% non-GAAP core revenue growth including Cytiva.

For the full year 2020, net earnings were $3.6 billion, or $4.89 per diluted common share which represents a 50.0% year-over-year increase. Non-GAAP adjusted diluted net earnings per common share for 2020 were $6.31 per share, which represents a 43.0% increase over the comparable 2019 amount. Revenues for the full year 2020 increased 24.5% to $22.3 billion, with 9.5% non-GAAP core revenue growth including Cytiva.

Operating cash flow for the full year 2020 was $6.2 billion, representing a 70.0% increase year-over-year, and non-GAAP free cash flow was $5.4 billion, representing a 79.0% increase year-over-year.

For the first quarter 2021 the Company anticipates that non-GAAP core revenue growth including Cytiva will be in the mid to high-teens range.

For the full year 2021, the Company anticipates non-GAAP core revenue growth including Cytiva will be in the low-double digit range.

Rainer M. Blair, President and Chief Executive Officer, stated, "For the full year 2020, we achieved nearly 10% core revenue growth including Cytiva, strong margin expansion, and more than $5 billion of free cash flow. But our financial results only tell part of the story. Despite many unforeseen challenges as a result of the COVID-19 pandemic, our team turned the challenges we faced into impactful opportunities to support our customers and the global community. We're proud to play a pivotal role in the fight against COVID-19, and our 2020 results are a testament to our team's commitment and perseverance."

Blair added, "2020 was also a transformative year for Danaher with the addition of Cytiva--the largest acquisition in our Company's history and one that has strengthened our position as a global science and technology leader. Going forward, we believe the combination of our portfolio, innovative team, and strong balance sheet--all powered by the Danaher Business System--positions us to deliver sustainable, long-term shareholder value for many years to come."

Danaher will discuss its results during its quarterly investor conference call today starting at 8:00 a.m. ET. The call and an accompanying slide presentation will be webcast on the "Investors" section of Danaher's website, www.danaher.com, under the subheading "Events & Presentations." A replay of the webcast will be available in the same section of Danaher's website shortly after the conclusion of the presentation and will remain available until the next quarterly earnings call.

The conference call can be accessed by dialing 866-503-8675 within the U.S. or by dialing +1 786-815-8792 outside the U.S. a few minutes before the 8:00 a.m. ET start and telling the operator that you are dialing in for Danaher's earnings conference call (access code 7971317). A replay of the conference call will be available shortly after the conclusion of the call and until February 11, 2021. You can access the replay dial-in information on the "Investors" section of Danaher's website under the subheading "Events & Presentations." In addition, presentation materials relating to Danaher's results have been posted to the "Investors" section of Danaher's website under the subheading "Quarterly Earnings."

ABOUT DANAHER

Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands has leadership positions in the demanding and attractive health care, environmental and applied end-markets. With more than 20 operating companies, Danaher's globally diverse team of approximately 69,000 associates is united by a common culture and operating system, the Danaher Business System, and its Shared Purpose, Helping Realize Life's Potential. For more information, please visit www.danaher.com.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. Calculations of these measures, the reasons why we believe these measures provide useful information to investors, a reconciliation of these measures to the most directly comparable GAAP measures, as applicable, and other information relating to these non-GAAP measures are included in the supplemental reconciliation schedule attached.

FORWARD-LOOKING STATEMENTS

Statements in this release that are not strictly historical, including the statements regarding the Company's anticipated financial performance for the first quarter and full year 2021, role in the fight against COVID-19, positioning to deliver long-term shareholder value and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, the highly uncertain and unpredictable severity, magnitude and duration of the COVID-19 pandemic (and the related governmental, business and community responses thereto) on our business, results of operations and financial condition, Danaher's ability to successfully integrate the operations and employees of the Biopharma business Danaher acquired from General Electric Company (now known as Cytiva) with Danaher's existing business, the ability to realize anticipated financial, tax and operational synergies and benefits from such acquisition, Cytiva's performance and maintenance of important business relationships, the impact of our debt obligations (including the debt incurred to finance the acquisition of Cytiva) on our operations and liquidity, deterioration of or instability in the economy, the markets we serve and the financial markets (including as a result of the COVID-19 pandemic), developments and uncertainties in U.S. policy stemming from the U.S. administration, such as changes in U.S. trade and tariff policies and the reaction of other countries thereto, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments and successfully complete divestitures and other dispositions, our ability to integrate the businesses we acquire and achieve the anticipated benefits of such acquisitions, contingent liabilities relating to acquisitions, investments and divestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs), security breaches or other disruptions of our information technology systems or violations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government to use, disclose and license certain intellectual property we license if we fail to commercialize it, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, the impact of deregulation on demand for our products and services, labor matters, international economic, political, legal, compliance and business factors (including the impact of the United Kingdom's separation from the EU and remaining uncertainty relating to the terms of such separation), disruptions relating to man-made and natural disasters (including pandemics such as COVID-19) and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2019 Annual Report on Form 10-K and our first, second and third quarter 2020 Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.


                                                                                                                                       
            
              DANAHER CORPORATION


                                                                                                                        
            
            RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES





       
              
                Adjusted Diluted Net Earnings Per Common Share from Continuing Operations
            (1)

    ---



                                                                                         Three-Month Period Ended                                                       
            
              Year Ended

                                                                                                                                                                                      ---

                                                                 December 31,                                         December 31,                               December 31,                              December 31,
                                                                         2020                                                  2019                                        2020                                       2019

                                                                                                                                                                                                                    ---

                   Diluted Net Earnings
                    Per Common Share from
                    Continuing Operations
                    (GAAP)                                                      $
            
              1.66                                                                        $
            
              1.07                 $
     
         4.89  $
     
     3.26


        Pretax amortization of
         acquisition-related
         intangible assets A                                             0.45                                                          0.21                                                                          1.55            0.85


        Pretax acquisition-
         related fair value                            the acquisition of
         adjustments to                                Cytiva B
         inventory and
         deferred revenue,
         incremental
         transaction costs
         deemed significant
         and integration
         preparation costs, in
         each case related to                                            0.06                                                          0.04                                                                          0.77            0.13


        Loss on early
         extinguishment of
         debt C                                                          0.04                                                          0.01                                                                          0.04            0.01


        Loss on partial
         settlement of a
         defined benefit plan
         D                                                                  -                                                         0.01                                                                                         0.01


        Pretax impairment
         charges related to a                          quarter of 2020 and
         facility in the                               trade names in the
         Diagnostics segment                           Environmental &
         in the first quarter                          Applied Solutions
         of 2020, trade name                           segment in the third
         and other intangible                          of quarter 2020 E
         assets in the
         Environmental &
         Applied Solutions
         segment in the first                                               -                                                                                                                                      0.03


        Pretax fair value
         (gains) and losses on
         the Company's equity
         and limited
         partnership
         investments F                                                 (0.04)                                                                                                                                    (0.02)


        Gain on the sale of
         certain product lines
         in the Life Sciences
         segment in the second
         quarter of 2020 G                                                  -                                                                                                                                    (0.62)


        Tax effect of all
         adjustments reflected
         above H                                                       (0.10)                                                       (0.05)                                                                       (0.27)         (0.17)


        Discrete tax
         adjustments and other
         tax-related
         adjustments I                                                      -                                                       (0.02)                                                                       (0.12)           0.29


        Declared dividends on
         the MCPS assuming
         "if-converted"
         method J                                                        0.01                                                          0.01                                                                          0.06            0.04



                   Adjusted Diluted Net
                    Earnings Per Common
                    Share from Continuing
                    Operations (Non-
                    GAAP)                                                       $
            
              2.08                                                                        $
            
              1.28                 $
     
         6.31  $
     
     4.42




              
                (1)              Each of the per share
                                               adjustment amounts above have
                                               been calculated assuming the
                                               Mandatory Convertible
                                               Preferred Stock ("MCPS") had
                                               been converted into shares of
                                               common stock.



       
                
                  Adjusted Average Common Stock and Common Equivalent Diluted Shares Outstanding

    ---


       
                (shares in millions)




                                                                                                                   Three-Month Period Ended                                    Year Ended


                                                                                                      December 31,                          December 31,        December 31,              December 31,
                                                                                                              2020                                   2019                 2020                       2019

                                                                                                                                                                                                   ---

        Average common stock and common equivalent shares outstanding
         -diluted                                                                                            724.5                                        726.3                                    718.7  725.5



       Converted shares 2                                                                                    19.6                                         11.0                                     17.1    9.7



        Adjusted average common stock and common equivalent shares
         outstanding -diluted                                                                                744.1                                        737.3                                    735.8  735.2




     
     (2) The number of converted shares assumes the
              conversion of all MCPS and issuance of the
              underlying shares applying the "if-
              converted" method of accounting and using an
              average 20 trading-day trailing volume
              weighted average price ("VWAP") of $223.43
              and $150.10 as of December 31, 2020 and
              December 31, 2019, respectively.

See the accompanying Notes to Reconciliation of GAAP to Non-GAAP Financial Measures



       
                
                  Core Sales Growth and Core Sales Growth Including Cytiva

    ---



                                                                                              % Change Three-Month                       % Change Year Ended
                                                                                  Period Ended December             December 31, 2020 vs.
                                                                                           31, 2020 vs. Comparable Comparable 2019 Period
                                                                                       2019 Period

                                                                                                                                     ---


       Total sales growth (GAAP)                                                                   39.0
            %          24.5
            %



       Impact of:



       Acquisitions/divestitures                                                                           (24.5)                  (18.0)
                                                                                                                 %                       %



       Currency exchange rates                                                                    (2.5)
            %                           
              %

                                                                                                                                                             ---


       Core sales growth (non-GAAP)                                                                12.0
            %           6.5
            %


        Impact of Cytiva sales growth (net of divested product
         lines)                                                                                      3.5
            %           3.0
            %

                                                                                                                                                             ---

        Core sales growth including Cytiva (non-GAAP)                                               15.5
            %           9.5
            %

                                                                                                                                                             ===



       
              
     Forecasted Core Sales Growth and Core Sales Growth Including Cytiva
     
       (3)

    ---



                       
              
                % Change Three-Month                         
      
                % Change Year Ending
                                  Period Ending April 2,                                        December 31, 2021 vs.
                                 2021 vs. Comparable 2020                                      Comparable 2020 Period
                                          Period

                                                                                                                                          ---

        Core
         sales
         growth
         (non-
         GAAP)                       
              +High-single to low-double digit                  
              +High-single to low-double digit


        Impact of
         Cytiva
         sales
         growth
         (net of
         divested
         product
         lines)                                              
              >500 bps                                          
              >100 bps

                                                                                                                                          ---

        Core
         sales
         growth
         including
         Cytiva
         (non-
         GAAP)                                     
              +Mid to high-teens                                 
              +Low-double digit

                                                                                                                                          ===




              
                (3)              We do not reconcile these
                                               measures to the comparable
                                               GAAP measure because of the
                                               inherent difficulty in
                                               predicting and estimating the
                                               future impact and timing of
                                               currency translation,
                                               acquisitions and divested
                                               product lines, which would be
                                               reflected in any forecasted
                                               GAAP revenue.



       
                
                  Free Cash Flow from Continuing Operations

    ---


       
                ($ in millions)




                                                                 
              
              Year Ended                     
              
            Year-over-Year
                                                                                                                                   Change



                                                                 December 31, 2020                             December 31, 2019



                     Cash Flows from (used in) Continuing
                      Operations:

    ---

        Operating Cash Flows from
         Continuing Operations
         (GAAP)                                                                       $
              6,215                        $
          3,657


        Investing Cash Flows used
         in Continuing Operations
         (GAAP)                                                                    $
              (21,239)                     $
          (1,166)


        Financing Cash Flows from
         Continuing Operations
         (GAAP)                                                                       $
              1,006                       $
          16,589




                     Free Cash Flow from Continuing Operations:

    ---

        Operating Cash Flows from
         Continuing Operations
         (GAAP)                                                                       $
              6,215                        $
          3,657             ~ 70.0%


        Less: payments for
         additions to property,
         plant and equipment
         (capital expenditures)
         from continuing
         operations (GAAP)                                                   (791)                      (636)


        Plus: proceeds from sales
         of property, plant and
         equipment (capital
         disposals) from
         continuing operations
         (GAAP)                                                                  2                          13



        Free Cash Flow from
         Continuing Operations
         (Non-GAAP)                                                                   $
              5,426                        $
          3,034             ~ 79.0%

We define free cash flow as operating cash flows from continuing operations, less payments for additions to property, plant and equipment from continuing operations ("capital expenditures") plus the proceeds from sales of plant, property and equipment from continuing operations ("capital disposals").

See the accompanying Notes to Reconciliation of GAAP to Non-GAAP Financial Measures

Notes to Reconciliation of GAAP to Non-GAAP Financial Measures


                            A               Amortization of acquisition-
                                             related intangible assets in
                                             the following historical
                                             periods ($ in millions) (only
                                             the pretax amounts set forth
                                             below are reflected in the
                                             amortization line item above):

                  Three-Month Period Ended                     Year Ended


            December 31,                          December 31,                  December 31,      December 31,
                    2020                   2019                           2020               2019



     Pretax                $
              336                          $
          156                             $
     1,138  $
     625


     After-
      tax            270                      125                                915                              504



     B Pretax costs incurred for fair value
        adjustments to inventory and
        deferred revenue related to the
        acquisition of Cytiva in the three-
        month period ended December 31,
        2020, ($49 million pretax as
        reported in this line item, $39
        million after-tax) and fair value
        adjustments to inventory and
        deferred revenue, transaction costs
        deemed significant and integration
        preparation costs related to the
        acquisition of Cytiva for the year
        ended December 31, 2020, ($568
        million pretax as reported in this
        line item, $450 million after-tax).
         Pretax costs incurred for
         transaction costs deemed significant
        and integration preparation costs
        related to the acquisition of Cytiva
        in the three-month period ended
        December 31, 2019, ($30 million
        pretax as reported in this line
        item, $27 million after-tax) and
        the year ended December 31, 2019,
        ($93 million pretax as reported in
        this line item, $84 million after-
        tax).  The Company deems
        acquisition-related transaction
        costs incurred in a given period to
        be significant (generally relating
        to the Company's larger
        acquisitions) if it determines that
        such costs exceed the range of
        acquisition-related transaction
        costs typical for Danaher in a given
        period.




     C Loss on early extinguishment of debt
        resulting from "make-whole"
        payments associated with the
        retirement of the 2022 Euronotes
        ($26 million pretax as reported in
        this line item, $20 million after-
        tax) in both the three-month period
        and year ended December 31, 2020 and
        the 2020 U.S. Notes and the 2020
        Assumed Pall Notes ($7 million
        pretax as reported in this line
        item, $5 million after-tax) in both
        the three-month period and year
        ended December 31, 2019.




     D Loss on partial settlement of a
        defined benefit plan resulting from
        the transfer of a portion of
        Danaher's non-U.S. pension
        liabilities to a third party ($7
        million pretax as reported in this
        line item, $6 million after-tax) in
        both the three-month period and
        year ended December 31, 2019.




     E Pretax impairment charges related to
        a facility in the Diagnostics
        segment, trade name and other
        intangible assets in the
        Environmental & Applied Solutions
        segment in the first quarter of 2020
        ($8 million pretax as reported in
        this line item, $6 million after-
        tax) and trade names in the
        Environmental & Applied Solutions
        segment in the third quarter of 2020
        ($14 million pretax as reported in
        this line item, $11 million after-
        tax).




     F Pretax fair value (gains) and losses
        on the Company's equity and limited
        partnership investments recorded in
        the three-month period ($31 million
        pretax as reported in this line
        item, $24 million after-tax) and
        year ended December 31, 2020 ($18
        million pretax as reported in this
        line item, $14 million after-tax).




     G Pretax gain on the sale of certain
        product lines in the Life Sciences
        segment in the year ended December
        31, 2020 ($455 million pretax as
        reported in this line item, $305
        million after-tax).




     H This line item reflects the aggregate
        tax effect of all nontax adjustments
        reflected in the preceding line
        items of the table.  In addition,
        the footnotes above indicate the
        after-tax amount of each individual
        adjustment item.  Danaher estimates
        the tax effect of each adjustment
        item by applying Danaher's overall
        estimated effective tax rate to the
        pretax amount, unless the nature of
        the item and/or the tax
        jurisdiction in which the item has
        been recorded requires application
        of a specific tax rate or tax
        treatment, in which case the tax
        effect of such item is estimated by
        applying such specific tax rate or
        tax treatment.  The MCPS dividends
        are not tax deductible and therefore
        the tax effect of the adjustments
        does not include any tax impact of
        the MCPS dividends.




     I Discrete tax adjustments and other
        tax-related adjustments for the
        year ended December 31, 2020,
        include the impact of net discrete
        tax gains of $85 million (or $0.12
        per diluted common share), related
        primarily to the release of reserves
        for uncertain tax positions from
        audit settlements and expiration of
        statutes of limitation and excess
        tax benefits from stock-based
        compensation, partially offset by a
        higher tax rate associated with the
        gain on the divestiture of certain
        product lines in the Life Sciences
        segment and changes in estimates
        associated with prior period
        uncertain tax positions.  Discrete
        tax adjustments and other tax-
        related adjustments for the three-
        month period and year ended December
        31, 2019, include the impact of net
        discrete tax gains of $12 million
        (or $0.02 per diluted common share)
        and discrete tax charges of $215
        million (or $0.29 per diluted common
        share), respectively.  The discrete
        tax matters for the three-month
        period and year ended December 31,
        2019 relate primarily to changes in
        estimates associated with prior
        period uncertain tax positions and
        audit settlements, net of the
        release of valuation allowances
        associated with certain foreign tax
        credits and tax benefits resulting
        from a change in law.  The Company
        anticipates excess tax benefits from
        stock compensation of approximately
        $7 million per quarter and therefore
        excludes benefits in excess of this
        amount in the calculation of
        adjusted diluted net earnings per
        common share from continuing
        operations.




     J In March 2019, the Company issued
        $1.65 billion in aggregate
        liquidation preference of 4.75%
        MCPS.  In May 2020, the Company
        issued $1.72 billion in aggregate
        liquidation preference of 5.0% MCPS.
         Dividends on the 4.75% and 5.0%
         MCPS are payable on a cumulative
        basis at an annual rate of 4.75% and
        5.0%, respectively, on the
        liquidation preference of $1,000 per
        share.  Unless earlier converted,
        each share of 4.75% MCPS will
        automatically convert on April 15,
        2022 into between 6.6563 and 8.1538
        shares of Danaher's common stock,
        subject to further anti-dilution
        adjustments.  Unless earlier
        converted, each share of 5.0% MCPS
        will automatically convert on April
        15, 2023 into between 5.0081 and
        6.1349 shares of Danaher's common
        stock, subject to further anti-
        dilution adjustments.  The number of
        shares of Danaher's common stock
        issuable on conversion of the MCPS
        will be determined based on the VWAP
        per share of the Company's common
        stock over the 20 consecutive
        trading day period beginning on, and
        including, the 21st scheduled
        trading day immediately before April
        15, 2022 and April 15, 2023 for the
        4.75% and 5.0% MCPS, respectively.
        For the purposes of calculating
        adjusted earnings per share, the
        Company has excluded the paid and
        anticipated MCPS cash dividends and
        assumed the "if-converted" method
        of share dilution (the incremental
        shares of common stock deemed
        outstanding applying the "if-
        converted" method of calculating
        share dilution are referred to as
        the "Converted Shares".)

Statement Regarding Non-GAAP Measures

Each of the non-GAAP measures set forth in this file should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing Danaher Corporation's ("Danaher" or the "Company") results that, when reconciled to the corresponding GAAP measure, help our investors to:

    --  with respect to adjusted diluted net earnings per common share,
        understand the long-term profitability trends of our business and
        compare our profitability to prior and future periods and to our peers;
    --  with respect to core sales, identify underlying growth trends in our
        business and compare our sales performance with prior and future periods
        and to our peers; and
    --  with respect to free cash flow, understand Danaher's ability to generate
        cash without external financings, strengthen its balance sheet, invest
        in its business and grow its business through acquisitions and other
        strategic opportunities (although a limitation of free cash flow is that
        it does not take into account the Company's debt service requirements
        and other non-discretionary expenditures, and as a result the entire
        free cash flow amount is not necessarily available for discretionary
        expenditures).

We also present core sales on a basis that includes sales attributable to Cytiva (formerly the Biopharma Business of General Electric Company's ("GE") Life Sciences business), which Danaher acquired from GE on March 31, 2020. Historically Danaher has calculated core sales solely on a basis that excludes sales from acquired businesses recorded prior to the first anniversary of the acquisition. However, given Cytiva's significant size and historical core sales growth rate, in each case compared to Danaher's existing businesses, management believes it is appropriate to also present core sales on a basis that includes Cytiva sales. Management believes this presentation provides useful information to investors by demonstrating the impact Cytiva has on the Company's current growth profile, rather than waiting to demonstrate such impact 12 months after the acquisition when Cytiva would normally have been included in Danaher's core sales calculation. Danaher calculates period-to-period core sales growth including Cytiva by adding to the baseline period sales Cytiva's historical sales from such period (when it was owned by GE, as applicable), net of the sales of the divested product lines and also adding the Cytiva sales to the current period.

Management uses these non-GAAP measures to measure the Company's operating and financial performance, and uses core sales and non-GAAP measures similar to adjusted diluted net earnings per common share and free cash flow in the Company's executive compensation program.

    --  The items we exclude from adjusted diluted net earnings per common share
        are excluded for the following reasons:
        --  Amortization of Intangible Assets. We exclude the amortization of
            acquisition-related intangible assets because the amount and timing
            of such charges are significantly impacted by the timing, size,
            number and nature of the acquisitions we consummate. While we have a
            history of significant acquisition activity we do not acquire
            businesses on a predictable cycle, and the amount of an
            acquisition's purchase price allocated to intangible assets and
            related amortization term are unique to each acquisition and can
            vary significantly from acquisition to acquisition. Exclusion of
            this amortization expense facilitates more consistent comparisons of
            operating results over time between our newly acquired and long-held
            businesses, and with both acquisitive and non-acquisitive peer
            companies. We believe however that it is important for investors to
            understand that such intangible assets contribute to sales
            generation and that intangible asset amortization related to past
            acquisitions will recur in future periods until such intangible
            assets have been fully amortized.
        --  Restructuring Charges. We exclude costs incurred pursuant to
            discrete restructuring plans that are fundamentally different (in
            terms of the size, strategic nature and planning requirements, as
            well as the inconsistent frequency, of such plans) from the ongoing
            productivity improvements that result from application of the
            Danaher Business System. Because these restructuring plans are
            incremental to the core activities that arise in the ordinary course
            of our business and we believe are not indicative of Danaher's
            ongoing operating costs in a given period, we exclude these costs to
            facilitate a more consistent comparison of operating results over
            time.
        --  Other Adjustments. With respect to the other items excluded (as
            applicable), we exclude these items because they are of a nature
            and/or size that occur with inconsistent frequency, occur for
            reasons that may be unrelated to Danaher's commercial performance
            during the period and/or we believe that such items may obscure
            underlying business trends and make comparisons of long-term
            performance difficult.
    --  With respect to adjusted average common stock and common equivalent
        shares outstanding, Danaher's Mandatory Convertible Preferred Stock
        ("MCPS") will mandatorily convert into Danaher common stock on the
        mandatory conversion date, which is expected to be April 15, 2022 and
        April 15, 2023 for the 4.75% and 5.0% MCPS, respectively (unless
        converted or redeemed earlier in accordance with the terms of the
        applicable certificate of designations). In this file, we use this
        measure to present the earnings per share-related non-GAAP measures on a
        basis that assumes the MCPS had already been converted as of the
        beginning of the applicable period (and accordingly also exclude the
        dividends that were actually paid on the MCPS during such period, since
        such dividends would no longer be paid once the MCPS convert). We
        believe this presentation provides useful information to investors by
        helping them understand what the net impact will be on Danaher's
        earnings per share-related non-GAAP measures once the MCPS convert into
        Danaher common stock.
    --  With respect to core sales and core sales including Cytiva, (1) we
        exclude the impact of currency translation because it is not under
        management's control, is subject to volatility and can obscure
        underlying business trends, and (2) we exclude the effect of
        acquisitions (other than Cytiva, in the case of core sales including
        Cytiva) and divested product lines because the timing, size, number and
        nature of such transactions can vary significantly from period-to-period
        and between us and our peers, which we believe may obscure underlying
        business trends and make comparisons of long-term performance difficult.
    --  With respect to the free cash flow, we exclude payments for additions to
        property, plant and equipment (net of the proceeds from capital
        disposals) to demonstrate the amount of operating cash flow for the
        period that remains after accounting for the Company's capital
        expenditure requirements.
    --  With respect to forecasted core sales and forecasted core sales
        including Cytiva, we do not reconcile these measures to the comparable
        GAAP measure because of the inherent difficulty in predicting and
        estimating the future impact and timing of currency translation,
        acquisitions and divested product lines, which would be reflected in any
        forecasted GAAP revenue.


                                         
              
               DANAHER CORPORATION AND SUBSIDIARIES


                                        
              
               CONSOLIDATED BALANCE SHEETS (unaudited)


                                       
              
               ($ in millions, except per share amount)




                                                                                     As of December 31



                                                                                2020                        2019

                                                                                                            ---


     
                ASSETS



     Current assets:



     Cash and equivalents                                                              $
              6,035          $
        19,912


      Trade accounts receivable, less
       allowance for doubtful
       accounts of $132 as of
       December 31, 2020 and $104 as
       of December 31, 2019                                                    4,045                         3,191



     Inventories                                                              2,292                         1,628


      Prepaid expenses and other
       current assets                                                          1,430                           865




     Total current assets                                                    13,802                        25,596


      Property, plant and equipment,
       net                                                                     3,262                         2,302


      Other long-term assets                                                   2,395                         1,721



     Goodwill                                                                35,420                        22,713


      Other intangible assets, net                                            21,282                         9,750




     Total assets                                                                     $
              76,161          $
        62,082



                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:


      Notes payable and current
       portion of long-term debt                                                           $
              11             $
        212


      Trade accounts payable                                                   2,049                         1,515


      Accrued expenses and other
       liabilities                                                             5,342                         3,205



      Total current liabilities                                                7,402                         4,932


      Other long-term liabilities                                              7,789                         5,351



     Long-term debt                                                          21,193                        21,517



     Stockholders' equity:


      Preferred stock, no par value,
       15.0 million shares                              issued and outstanding as of
       authorized; 1.65 million                         December 31, 2020 and no
       shares of 4.75% Mandatory                        shares issued or outstanding
       Convertible Preferred Stock,                     as of December 31, 2019
       Series A, issued and
       outstanding as of December 31,
       2020 and December 31, 2019;
       1.72 million shares of 5.00%
       Mandatory Convertible
       Preferred Stock, Series B,                                              3,268                         1,600


      Common stock -$0.01 par value,
       2.0 billion shares authorized;
       851.3 million issued and 711.0
       million outstanding as of
       December 31, 2020; 835.5
       million issued and 695.5
       million outstanding as of
       December 31, 2019                                                           9                             8


      Additional paid-in capital                                               9,698                         7,565



     Retained earnings                                                       27,159                        24,166


      Accumulated other comprehensive
       income (loss)                                                           (368)                      (3,068)



      Total Danaher stockholders'
       equity                                                                 39,766                        30,271


      Noncontrolling interests                                                    11                            11



      Total stockholders' equity                                              39,777                        30,282



      Total liabilities and
       stockholders' equity                                                            $
              76,161          $
        62,082



               This information is presented
                  for reference only.  Final
                audited financial statements
                will include footnotes, which
                  should be referenced when
                   available, to more fully
                  understand the contents of
                      this information.


                                                                                           
          
                DANAHER CORPORATION AND SUBSIDIARIES


                                                                                        
          
              CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)


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




                                                                  Three-Month Period Ended                                              
              
                Year Ended



                                                 December 31,                                    December 31,                                     December 31,                                    December 31,
                                                         2020                                             2019                                              2020                           2019




     Sales                                                   $
           6,760                                                                                      $
           4,868                               $
         22,284  $
       17,911



     Cost of sales                                   (2,806)                                                   (2,164)                                                           (9,809)                            (7,927)




     Gross profit                                      3,954                                                      2,704                                                            12,475                              9,984



     Operating costs:


      Selling, general and
       administrative expenses                        (1,957)                                                   (1,449)                                                           (6,896)                            (5,589)


      Research and development
       expenses                                         (396)                                                     (294)                                                          (1,348)                            (1,126)




     Operating profit                                  1,601                                                        961                                                             4,231                              3,269



     Nonoperating income (expense):


      Other income (expense), net                          35                                                        (2)                                                               39                                 12


      Gain on sale of product
       lines                                                -                                                                                                                        455


      Loss on early extinguishment
       of borrowings                                     (26)                                                       (7)                                                             (26)                               (7)



     Interest expense                                   (72)                                                      (44)                                                            (275)                             (108)



     Interest income                                       4                                                         67                                                                71                                139



      Earnings from continuing
       operations before income
       taxes                                            1,542                                                        975                                                             4,495                              3,305



     Income taxes                                      (301)                                                     (182)                                                            (849)                             (873)



      Net earnings from continuing
       operations                                       1,241                                                        793                                                             3,646                              2,432


      Earnings from discontinued
       operations, net of income
       taxes                                                -                                                       482                                                                                                 576




     Net earnings                                      1,241                                                      1,275                                                             3,646                              3,008


      Mandatory convertible
       preferred stock dividends                         (41)                                                      (19)                                                            (136)                              (68)



      Net earnings attributable to
       common stockholders                                    $
           1,200                                                                                      $
           1,256                                $
         3,510   $
       2,940



      Net earnings per common share from
       continuing operations:



     Basic                                                    $
           1.69                                                                                       $
           1.08                                 $
         4.97    $
       3.31



     Diluted                                                  $
           1.66                                                                                       $
           1.07                                 $
         4.89    $
       3.26


      Net earnings per common share from
       discontinued operations:



     Basic                                      
              $                                                                                                     $
           0.67                 
             $                   $
       0.81



     Diluted                                    
              $                                                                                                     $
           0.66                 
             $                   $
       0.79



     Net earnings per common share:



     Basic                                                    $
           1.69                                                                                       $
           1.75                                 $
         4.97    $
       4.11 *



     Diluted                                                  $
           1.66                                                                                       $
           1.73                                 $
         4.89    $
       4.05


      Average common stock and common equivalent
       shares outstanding:



     Basic                                             711.6                                                      716.1                                                             706.2                              715.0



     Diluted                                           724.5                                                      726.3                                                             718.7                              725.5



               *  Net earnings per common
                share amount does not add due
                to rounding.




               This information is presented
                  for reference only.  Final
                audited financial statements
                will include footnotes, which
                  should be referenced when
                   available, to more fully
                  understand the contents of
                      this information.


                                               
       
           DANAHER CORPORATION AND SUBSIDIARIES


                                          
          
       CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


                                                   
         
                ($ in millions)




                                                                
              
                Year Ended



                                                                 December 31, 2020                              December 31, 2019

                                                                                                         ---


     Cash flows from operating activities:



     Net earnings                                                                   $
              3,646                          $
      3,008


      Less: earnings from discontinued
       operations, net of income taxes                                           -                         576



      Net earnings from continuing operations                                3,646                        2,432



     Noncash items:



     Depreciation                                                             637                          564


      Amortization of intangible assets                                      1,138                          625


      Amortization of acquisition-related
       inventory fair value step-up                                            457


      Stock-based compensation expense                                         187                          159


      Pretax gain on sale of product lines                                   (455)


      Change in deferred income taxes                                          518                        (415)


      Change in trade accounts receivable, net                               (264)                       (157)



     Change in inventories                                                  (123)                        (22)


      Change in trade accounts payable                                         227                           18


      Change in prepaid expenses and other
       assets                                                                  102                           48


      Change in accrued expenses and other
       liabilities                                                             145                          405



      Total operating cash provided by
       continuing operations                                                 6,215                        3,657


      Total operating cash (used in) provided
       by discontinued operations                                              (7)                         295



      Net cash provided by operating
       activities                                                            6,208                        3,952




     Cash flows from investing activities:



     Cash paid for acquisitions                                          (20,971)                       (331)


      Payments for additions to property,
       plant and equipment                                                   (791)                       (636)


      Proceeds from sales of property, plant
       and equipment                                                             2                           13


      Payments for purchases of investments                                  (342)                       (241)


      Proceeds from sales of investments                                        13


      Proceeds from sale of product lines                                      826


      All other investing activities                                            24                           29



      Total investing cash used in continuing
       operations                                                         (21,239)                     (1,166)


      Total investing cash used in
       discontinued operations                                                   -                        (72)



      Net cash used in investing activities                               (21,239)                     (1,238)




     Cash flows from financing activities:


      Proceeds from the issuance of common
       stock in connection with stock-based
       compensation                                                            153                          130


      Proceeds from the public offering of
       common stock, net of issuance costs                                   1,729                        1,443


      Proceeds from the public offering of
       preferred stock, net of issuance costs                                1,668                        1,600


      Net proceeds from the sale of Envista
       Holdings Corporation common stock, net
       of issuance costs                                                         -                         643



     Payment of dividends                                                   (615)                       (527)


      Net (repayments of) proceeds from
       borrowings (maturities of 90 days or
       less)                                                               (4,637)                       2,802


      Proceeds from borrowings (maturities
       longer than 90 days)                                                  8,670                       12,113


      Repayments of borrowings (maturities
       longer than 90 days)                                                (5,933)                     (1,565)


      Make-whole premiums to redeem
       borrowings prior to maturity                                           (29)                         (7)


      All other financing activities                                             -                        (43)



      Total financing cash provided by
       continuing operations                                                 1,006                       16,589


      Cash distributions to Envista Holdings
       Corporation, net                                                          -                       (224)



      Net cash provided by financing
       activities                                                            1,006                       16,365



      Effect of exchange rate changes on cash
       and equivalents                                                         148                           45



      Net change in cash and equivalents                                  (13,877)                      19,124


      Beginning balance of cash and
       equivalents                                                          19,912                          788



      Ending balance of cash and equivalents                                         $
              6,035                         $
      19,912






     Supplemental disclosure:


      Shares redeemed through the split-off
       of Envista Holdings Corporation (22.9
       million shares held as Treasury shares)                        
              $                                             $
      3,452



               This information is presented
                  for reference only.  Final
                audited financial statements
                will include footnotes, which
                  should be referenced when
                   available, to more fully
                  understand the contents of
                      this information.


                                                                                 
            
             DANAHER CORPORATION AND SUBSIDIARIES


                                                                                    
            
             SEGMENT INFORMATION (unaudited)


                                                                                          
           
                ($ in millions)




                                                   Three-Month Period Ended                                                  
              
         Year Ended


                                 December 31,                               December 31,                                December 31,                     December 31,
                                         2020                                        2019                                         2020                              2019

                                                                                                                                                                  ---


     Sales:


      Life Sciences                           $
            3,361                                                                           $
       1,916                       $
       10,576   $
      6,951


      Diagnostics                       2,227                                               1,804                                                                 7,403         6,561


      Environmental &
       Applied Solutions                1,172                                               1,148                                                                 4,305         4,399




     Total                                   $
            6,760                                                                           $
       4,868                       $
       22,284  $
      17,911






     Operating Profit:


      Life Sciences                             $
            811                                                                             $
       405                        $
       2,054   $
      1,401


      Diagnostics                         586                                                 352                                                                 1,538         1,134


      Environmental &
       Applied Solutions                  272                                                 291                                                                   979         1,052



     Other                              (68)                                               (87)                                                                (340)        (318)




     Total                                   $
            1,601                                                                             $
       961                        $
       4,231   $
      3,269






     Operating Profit Margins:*


      Life Sciences                      24.1                                                21.2                                                                  19.4          20.2
                                            %                                                  %                                                                    %            %


      Diagnostics                        26.3                                                19.5                                                                  20.8          17.3
                                            %                                                  %                                                                    %            %


      Environmental &                    23.2                                                25.3                                                                  22.7          23.9
       Applied Solutions                    %                                                  %                                                                    %            %



     Total                              23.7                                                19.8                                                                  19.0          18.3
                                            %                                                  %                                                                    %            %



               *  Operating profit margins
                for 2019 are calculated using
                whole dollars to agree to
                prior year reported amounts.




               This information is presented
                  for reference only.  Final
                audited financial statements
                will include footnotes, which
                  should be referenced when
                   available, to more fully
                  understand the contents of
                      this information.

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SOURCE Danaher Corporation