dhr-20240329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________

(Mark One)


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

For the quarterly period ended March 29, 2024


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

For the transition period from to

Commission File Number: 001-08089

DANAHER CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		59-1995548
(State of Incorporation)		(I.R.S. Employer Identification Number)

2200 Pennsylvania Avenue, N.W., Suite 800W		20037-1701
Washington,	DC
(Address of Principal Executive Offices)		(Zip Code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	DHR	New York Stock Exchange

0.200% Senior Notes due 2026	DHR/26	New York Stock Exchange
2.100% Senior Notes due 2026	DHR 26	New York Stock Exchange
1.200% Senior Notes due 2027	DHR/27	New York Stock Exchange
0.450% Senior Notes due 2028	DHR/28	New York Stock Exchange
2.500% Senior Notes due 2030	DHR 30	New York Stock Exchange
0.750% Senior Notes due 2031	DHR/31	New York Stock Exchange
1.350% Senior Notes due 2039	DHR/39	New York Stock Exchange
1.800% Senior Notes due 2049	DHR/49	New York Stock Exchange

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

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

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

The number of shares of common stock outstanding at April 18, 2024 was 740,686,541.

DANAHER CORPORATION

INDEX

FORM 10-Q


		Page
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets	1

	Consolidated Condensed Statements of Earnings	2

	Consolidated Condensed Statements of Comprehensive Income	3

	Consolidated Condensed Statements of Stockholders’ Equity	4

	Consolidated Condensed Statements of Cash Flows	5

	Notes to Consolidated Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

	Signatures	35

Table of Contents

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amount)

(unaudited)


	March 29, 2024		December 31, 2023
ASSETS
Current assets:
Cash and equivalents	$	7,031	$	5,864
Trade accounts receivable, less allowance for doubtful accounts of $123 and $120, respectively	3,379		3,922
Inventories:
Finished goods	1,296		1,282
Work in process	509		459
Raw materials	840		853
Total inventories	2,645		2,594
Prepaid expenses and other current assets	1,317		1,557
Total current assets	14,372		13,937
Property, plant and equipment, net of accumulated depreciation of $3,956 and $3,826, respectively	4,562		4,553
Other long-term assets	3,734		3,644
Goodwill	40,846		41,608
Other intangible assets, net	19,888		20,746
Total assets	$	83,402	$	84,488
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt	$	1,746	$	1,695
Trade accounts payable	1,679		1,766
Accrued expenses and other liabilities	4,353		4,813
Total current liabilities	7,778		8,274
Other long-term liabilities	5,760		6,017
Long-term debt	16,417		16,707
Stockholders’ equity:

Common stock - $0.01 par value, 2.0 billion shares authorized; 882.3 million issued and 740.6 million outstanding as of March 29, 2024; 880.5 million issued and 739.2 million outstanding as of December 31, 2023	9		9
Additional paid-in capital	14,215		14,151
Retained earnings	41,962		41,074
Accumulated other comprehensive income (loss)	(2,744)		(1,748)
Total Danaher stockholders’ equity	53,442		53,486
Noncontrolling interests	5		4
Total stockholders’ equity	53,447		53,490
Total liabilities and stockholders’ equity	$	83,402	$	84,488

See the accompanying Notes to the Consolidated Condensed Financial Statements.

Table of Contents

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

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

(unaudited)


	Three-Month Period Ended
	March 29, 2024		March 31, 2023
Sales	$	5,796	$	5,949
Cost of sales	(2,309)		(2,287)
Gross profit	3,487		3,662
Operating costs:
Selling, general and administrative expenses	(1,807)		(1,772)
Research and development expenses	(368)		(373)

Operating profit	1,312		1,517
Nonoperating income (expense):
Other income (expense), net	(36)		24


Interest expense	(65)		(66)
Interest income	60		48
Earnings before income taxes	1,271		1,523
Income taxes	(183)		(283)
Net earnings from continuing operations	1,088		1,240
Earnings from discontinued operations, net of income taxes	—		210
Net earnings	1,088		1,450
Mandatory convertible preferred stock dividends	—		(21)
Net earnings attributable to common stockholders	$	1,088	$	1,429
Net earnings per common share from continuing operations:
Basic	$	1.47	$	1.67
Diluted	$	1.45	$	1.65
Net earnings per common share from discontinued operations:
Basic	$	—	$	0.29
Diluted	$	—	$	0.28
Net earnings per common share:
Basic	$	1.47	$	1.96
Diluted	$	1.45	$	1.94	(a)
Average common stock and common equivalent shares outstanding:
Basic	740.6		729.4
Diluted	748.6		737.2

(a) Net earnings per common share amount does not add due to rounding.

See the accompanying Notes to the Consolidated Condensed Financial Statements.

Table of Contents

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)


	Three-Month Period Ended
	March 29, 2024		March 31, 2023
Net earnings	$	1,088	$	1,450
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(948)		25
Pension and postretirement plan benefit adjustments	2		—

Cash flow hedge adjustments	(50)		81
Total other comprehensive income (loss), net of income taxes	(996)		106

Comprehensive income	$	92	$	1,556

See the accompanying Notes to the Consolidated Condensed Financial Statements.

Table of Contents

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ in millions)

(unaudited)


	Three-Month Period Ended
	March 29, 2024		March 31, 2023
Preferred stock:


Balance, beginning and end of period	$	—	$	1,668
Common stock:



Balance, beginning and end of period	$	9	$	9
Additional paid-in capital:
Balance, beginning of period	$	14,151	$	12,072
Common stock-based award	64		58






Balance, end of period	$	14,215	$	12,130
Retained earnings:
Balance, beginning of period	$	41,074	$	39,205

Net earnings	1,088		1,450
Common stock dividends declared	(200)		(197)
Mandatory Convertible Preferred Stock dividends declared	—		(21)
Balance, end of period	$	41,962	$	40,437
Accumulated other comprehensive income (loss):
Balance, beginning of period	$	(1,748)	$	(2,872)

Other comprehensive income (loss)	(996)		106
Balance, end of period	$	(2,744)	$	(2,766)
Noncontrolling interests:
Balance, beginning of period	$	4	$	8

Change in noncontrolling interests	1		—
Balance, end of period	$	5	$	8
Total stockholders’ equity, end of period	$	53,447	$	51,486

See the accompanying Notes to the Consolidated Condensed Financial Statements.

Table of Contents

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)


	Three-Month Period Ended
	March 29, 2024		March 31, 2023
Cash flows from operating activities:
Net earnings	$	1,088	$	1,450
Less: earnings from discontinued operations, net of income taxes	—		(210)
Net earnings from continuing operations	1,088		1,240
Noncash items:
Depreciation	179		163
Amortization of intangible assets	407		372
Amortization of acquisition-related inventory fair value step-up	25		—
Stock-based compensation expense	60		70

Investment (gains) losses	37		(22)
Change in trade accounts receivable, net	516		630
Change in inventories	(118)		(255)
Change in trade accounts payable	(74)		(195)
Change in prepaid expenses and other assets	(21)		39
Change in accrued expenses and other liabilities	(360)		(236)
Total operating cash provided by continuing operations	1,739		1,806
Total operating cash provided by discontinued operations	—		141
Net cash provided by operating activities	1,739		1,947
Cash flows from investing activities:

Payments for additions to property, plant and equipment	(291)		(266)

Payments for purchases of investments	(53)		(43)
Proceeds from sales of investments	9		1

All other investing activities	14		13
Total investing cash used in continuing operations	(321)		(295)
Total investing cash used in discontinued operations	—		(9)
Total cash used in investing activities	(321)		(304)
Cash flows from financing activities:
Payments for the issuance of common stock in connection with stock-based compensation, net	(1)		(34)


Payment of dividends	(177)		(204)

Net proceeds from (repayments of) borrowings (maturities of 90 days or less)	68		(4)



All other financing activities	(23)		(20)
Total cash used in financing activities	(133)		(262)
Effect of exchange rate changes on cash and equivalents	(118)		3
Net change in cash and equivalents	1,167		1,384
Beginning balance of cash and equivalents	5,864		5,995

SEC Form 10-Q filed by Danaher Corporation