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Danaher Corp/DE – ‘10-K’ for 12/31/16 – ‘R29’

On:  Tuesday, 2/21/17, at 6:11pm ET   ·   As of:  2/22/17   ·   For:  12/31/16   ·   Accession #:  313616-17-66   ·   File #:  1-08089

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/22/17  Danaher Corp/DE                   10-K       12/31/16  138:18M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.51M 
 4: EX-10.16    Form of Agreement Regarding Competition &           HTML    107K 
                Proprietary Interests                                            
 5: EX-10.18    Form of Agreement Regarding Competition &           HTML     93K 
                Proprietary Interests                                            
 6: EX-10.19    Letter Agreement                                    HTML     58K 
 7: EX-10.20    Form of Agreement Regarding Competition &           HTML     92K 
                Proprietary Interests                                            
 8: EX-10.21    Non-Management Director Compensation Arrangements   HTML     40K 
 2: EX-10.6     2007 Stock Incentive Plan Stock Option Agreement    HTML    248K 
 3: EX-10.7     2007 Stock Incentive Plan Rsu Agreement             HTML    244K 
10: EX-21.1     Subsidaries of the Registrant                       HTML     69K 
11: EX-23.1     Consent of Independent Registered Public            HTML     52K 
                Accounting Firm                                                  
 9: EX-12.1     Calculation of Ratio of Earnings to Fixed Charges   HTML     55K 
12: EX-31.1     Certification of CEO Pursuant to Section 302        HTML     46K 
13: EX-31.2     Certification of CFO Pursuant to Section 302        HTML     46K 
14: EX-32.1     Certification of CEO Pursuant to Section 906        HTML     40K 
15: EX-32.2     Certification of CFO Pursuant to Section 906        HTML     40K 
22: R1          Document And Entity Information                     HTML     68K 
23: R2          Consolidated Balance Sheets                         HTML    125K 
24: R3          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
25: R4          Consolidated Statements Of Earnings                 HTML    121K 
26: R5          Consolidated Statements Of Comprehensive Income     HTML     60K 
27: R6          Consolidated Statements Of Stockholders' Equity     HTML     97K 
28: R7          Consolidated Statements Of Cash Flows               HTML    157K 
29: R8          Business And Summary Of Significant Accounting      HTML    183K 
                Policies                                                         
30: R9          Acquisitions                                        HTML    181K 
31: R10         Discontinued Operations                             HTML     95K 
32: R11         Inventories                                         HTML     50K 
33: R12         Property, Plant And Equipment                       HTML     53K 
34: R13         Goodwill And Other Intangible Assets                HTML    112K 
35: R14         Fair Value Measurements                             HTML     92K 
36: R15         Accrued Expenses And Other Liabilities              HTML     64K 
37: R16         Financing                                           HTML    181K 
38: R17         Pension Benefit Plans                               HTML    268K 
39: R18         Other Postretirement Employee Benefit Plans         HTML     91K 
40: R19         Income Taxes                                        HTML    167K 
41: R20         Nonoperating Income (Expense)                       HTML     44K 
42: R21         Restructuring And Other Related Charges             HTML     91K 
43: R22         Leases And Commitments                              HTML     59K 
44: R23         Litigation And Contingencies                        HTML     57K 
45: R24         Stock Transactions and Stock-Based Compensation     HTML    194K 
46: R25         Net Earnings Per Share From Continuing Operations   HTML     84K 
47: R26         Segment Information                                 HTML    171K 
48: R27         Quarterly Data-Unaudited                            HTML    139K 
49: R28         Schedule II - Valuation And Qualifying Accounts     HTML     79K 
50: R29         Business And Summary Of Significant Accounting      HTML    160K 
                Policies (Policy)                                                
51: R30         Business And Summary Of Significant Accounting      HTML    137K 
                Policies (Tables)                                                
52: R31         Acquisitions (Tables)                               HTML    156K 
53: R32         Discontinued Operations (Tables)                    HTML     83K 
54: R33         Inventories (Tables)                                HTML     49K 
55: R34         Property, Plant And Equipment (Tables)              HTML     52K 
56: R35         Goodwill And Other Intangible Assets (Tables)       HTML    103K 
57: R36         Fair Value Measurements (Tables)                    HTML     87K 
58: R37         Accrued Expenses And Other Liabilities (Tables)     HTML     63K 
59: R38         Financing (Tables)                                  HTML    156K 
60: R39         Pension Benefit Plans (Tables)                      HTML    254K 
61: R40         Other Postretirement Employee Benefit Plans         HTML     96K 
                (Tables)                                                         
62: R41         Income Taxes (Tables)                               HTML    146K 
63: R42         Restructuring And Other Related Charges (Tables)    HTML     86K 
64: R43         Leases And Commitments (Tables)                     HTML     61K 
65: R44         Stock Transactions and Stock-Based Compensation     HTML    174K 
                (Tables)                                                         
66: R45         Net Earnings Per Share From Continuing Operations   HTML     80K 
                (Tables)                                                         
67: R46         Segment Information (Tables)                        HTML    171K 
68: R47         Quarterly Data-Unaudited (Tables)                   HTML    138K 
69: R48         Schedule II - Valuation And Qualifying Accounts     HTML     79K 
                Schedule II - Valuation And Qualifying Accounts                  
                (Tables)                                                         
70: R49         Business And Summary Of Significant Accounting      HTML     57K 
                Policies (Narrative) (Details)                                   
71: R50         Business And Summary Of Significant Accounting      HTML     54K 
                Policies (Useful Lives Of Depreciable Assets)                    
                (Details)                                                        
72: R51         Business And Summary Of Significant Accounting      HTML     85K 
                Policies (Components of Accumulated Other                        
                Comprehensive Income (Loss)) (Details)                           
73: R52         Acquisitions (Narrative) (Details)                  HTML    138K 
74: R53         Acquisitions (Schedule of Purchase Price            HTML     68K 
                Allocation) (Details)                                            
75: R54         Acquisitions (Fair Values Of The Assets Acquired    HTML    105K 
                And Liabilities) (Details)                                       
76: R55         Acquisitions (Results Of Operations If Acquisition  HTML     45K 
                Was Consummated) (Details)                                       
77: R56         Discontinued Operations (Fortive Corporation        HTML     80K 
                Separation) (Narrative) (Details)                                
78: R57         Discontinued Operations (Communications Business    HTML     68K 
                Split-off) (Narrative) (Details)                                 
79: R58         Discontinued Operations (Components Of Income       HTML     83K 
                Related To Discontinued Operations) (Details)                    
80: R59         Discontinued Operations (Summary Of Major Classes   HTML     77K 
                Of Assets And Liabilities Of Discontinued                        
                Operations) (Details)                                            
81: R60         Inventories (Schedule Of Inventory) (Details)       HTML     47K 
82: R61         Property, Plant And Equipment (Details)             HTML     57K 
83: R62         Goodwill And Other Intangible Assets (Narrative)    HTML     71K 
                (Details)                                                        
84: R63         Goodwill And Other Intangible Assets (Rollforward   HTML     66K 
                Of Goodwill) (Details)                                           
85: R64         Goodwill And Other Intangible Assets (Finite Lived  HTML     54K 
                Intangible And Indefinite Assets By Major Class)                 
                (Details)                                                        
86: R65         Fair Value Measurements (Financial Assets And       HTML     53K 
                Liabilities Carried At Fair Value) (Details)                     
87: R66         Fair Value Measurements (Carrying Amounts And Fair  HTML     52K 
                Values Of Financial Instruments) (Details)                       
88: R67         Accrued Expenses And Other Liabilities (Accrued     HTML     80K 
                Expenses And Other Liabilities) (Details)                        
89: R68         Financing (Narrative) (Details)                     HTML    144K 
90: R69         Financing (Commercial Paper Program And Credit      HTML     75K 
                Facilities) (Narrative) (Details)                                
91: R70         Financing (Components Of Debt) (Table) (Details)    HTML    134K 
92: R71         Financing (Key Terms For Long-Term Debt) (Table)    HTML    167K 
                (Details)                                                        
93: R72         Financing (Schedule of Future Minimum Lease         HTML     55K 
                Payments for Capital Leases) (Table) (Details)                   
94: R73         Pension Benefit Plans (Narrative) (Details)         HTML    107K 
95: R74         Pension Benefit Plans (Funded Status Of Pension     HTML     98K 
                Plans) (Details)                                                 
96: R75         Pension Benefit Plans (Weighted Average             HTML     48K 
                Assumptions Used To Determine Benefit Obligations)               
                (Details)                                                        
97: R76         Pension Benefit Plans (Components Of Net Periodic   HTML     64K 
                Pension Costs) (Details)                                         
98: R77         Pension Benefit Plans (Weighted Average             HTML     51K 
                Assumptions Used To Determine Net Periodic Pension               
                Cost) (Details)                                                  
99: R78         Pension Benefit Plans (Fair Values Of Pension Plan  HTML     86K 
                Assets) (Details)                                                
100: R79         Pension Benefit Plans (Benefit Payments That        HTML     62K  
                Reflect Expected Future Service) (Details)                       
101: R80         Other Postretirement Employee Benefit Plans         HTML     68K  
                (Narrative) (Details)                                            
102: R81         Other Postretirement Employee Benefit Plans         HTML     72K  
                (Funded Status Of The Domestic Plans) (Details)                  
103: R82         Other Postretirement Employee Benefit Plans         HTML     49K  
                (Weighted Average Assumptions Used To Determine                  
                Benefit Obligations) (Details)                                   
104: R83         Other Postretirement Employee Benefit Plans         HTML     50K  
                (Effect Of One-Percentage-Point Change In Assumed                
                Health Care Cost Trend Rates) (Details)                          
105: R84         Other Postretirement Employee Benefit Plans         HTML     53K  
                (Components Of Net Periodic Benefit Cost)                        
                (Details)                                                        
106: R85         Other Postretirement Employee Benefit Plans         HTML     54K  
                (Benefit Payments That Reflect Expected Future                   
                Service) (Details)                                               
107: R86         Income Taxes (Narrative) (Details)                  HTML    140K  
108: R87         Income Taxes (Earnings From Continuing Operations   HTML     47K  
                Before Income Taxes) (Details)                                   
109: R88         Income Taxes (Schedule Of Provision For Income      HTML     61K  
                Taxes) (Details)                                                 
110: R89         Income Taxes (Schedule Of Deferred Income Taxes)    HTML     82K  
                (Details)                                                        
111: R90         Income Taxes (Reconciliation Of The Statutory       HTML     62K  
                Federal Income Tax Rate To The Effective Tax Rate)               
                (Details)                                                        
112: R91         Income Taxes (Reconciliation Of Unrecognized Tax    HTML     58K  
                Benefits) (Details)                                              
113: R92         Nonoperating Income (Expense) (Narrative)           HTML     59K  
                (Details)                                                        
114: R93         Restructuring And Other Related Charges             HTML     63K  
                (Narrative) (Details)                                            
115: R94         Restructuring And Other Related Charges (Schedule   HTML     54K  
                Of Restructuring And Other Related Charges By                    
                Segment) (Details)                                               
116: R95         Restructuring And Other Related Charges (Schedule   HTML     55K  
                Of Restructuring And Related Costs) (Details)                    
117: R96         Restructuring And Other Related Charges (Schedule   HTML     44K  
                Of Restructuring Reserve By Type Of Cost)                        
                (Details)                                                        
118: R97         Leases And Commitments (Narrative) (Details)        HTML     45K  
119: R98         Leases And Commitments Leases And Commitments       HTML     55K  
                (Future Minimum Rental Payments) (Details)                       
120: R99         Leases And Commitments (Warranty Accrual)           HTML     51K  
                (Details)                                                        
121: R100        Litigation And Contingencies (Narrative) (Details)  HTML     47K  
122: R101        Stock Transactions and Stock-Based Compensation     HTML    104K  
                (Narrative) (Details)                                            
123: R102        Stock Transactions and Stock-Based Compensation     HTML     54K  
                (Assumptions Used In The Black-Scholes Model To                  
                Value Options Granted) (Details)                                 
124: R103        Stock Transactions and Stock-Based Compensation     HTML     53K  
                (Components Of Share-Based Compensation Program)                 
                (Details)                                                        
125: R104        Stock Transactions and Stock-Based Compensation     HTML     97K  
                (Option Activity Under The Company's Stock Plans)                
                (Details)                                                        
126: R105        Stock Transactions and Stock-Based Compensation     HTML     73K  
                (Summary of Options Outstanding) (Details)                       
127: R106        Stock Transactions and Stock-Based Compensation     HTML     74K  
                (RSU And PSU) (Details)                                          
128: R107        Net Earnings Per Share From Continuing Operations   HTML     42K  
                (Narrative) (Details)                                            
129: R108        Net Earnings Per Share From Continuing Operations   HTML     75K  
                (Components Of Basic And Diluted Earnings Per                    
                Share) (Details)                                                 
130: R109        Segment Information (Narrative) (Details)           HTML     41K  
131: R110        Segment Information (Segment Results) (Details)     HTML     87K  
132: R111        Segment Information (Schedule Of Operations In      HTML     80K  
                Geographical Areas) (Details)                                    
133: R112        Segment Information (Sales By Major Product Group)  HTML     51K  
                (Details)                                                        
134: R113        Quarterly Data-Unaudited (Schedule Of Quarterly     HTML     91K  
                Data) (Details)                                                  
135: R114        Schedule II - Valuation and Qualifying Accounts     HTML     52K  
                (Details)                                                        
137: XML         IDEA XML File -- Filing Summary                      XML    259K  
136: EXCEL       IDEA Workbook of Financial Reports                  XLSX    176K  
16: EX-101.INS  XBRL Instance -- dhr-20161231                        XML   5.69M 
18: EX-101.CAL  XBRL Calculations -- dhr-20161231_cal                XML    341K 
19: EX-101.DEF  XBRL Definitions -- dhr-20161231_def                 XML   1.35M 
20: EX-101.LAB  XBRL Labels -- dhr-20161231_lab                      XML   2.72M 
21: EX-101.PRE  XBRL Presentations -- dhr-20161231_pre               XML   1.89M 
17: EX-101.SCH  XBRL Schema -- dhr-20161231                          XSD    267K 
138: ZIP         XBRL Zipped Folder -- 0000313616-17-000066-xbrl      Zip    461K  


‘R29’   —   Business And Summary Of Significant Accounting Policies (Policy)


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.6.0.2
Business And Summary Of Significant Accounting Policies (Policy)
12 Months Ended
Accounting Policies [Abstract]  
Accounting Principles
Accounting Principles—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of operations, therefore earnings and earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated Statements of Earnings. Earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses and were insignificant in all periods presented.
Use of Estimates
Use of Estimates—The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ materially from these estimates.
Cash and Equivalents
Cash and EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.
Accounts Receivable and Allowances for Doubtful Accounts
Accounts Receivable and Allowances for Doubtful Accounts—All trade accounts, contract and finance receivables are reported on the accompanying Consolidated Balance Sheets adjusted for any write-offs and net of allowances for doubtful accounts. The allowances for doubtful accounts represent management’s best estimate of the credit losses expected from the Company’s trade accounts, contract and finance receivable portfolios. Determination of the allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, therefore, net earnings. The Company regularly performs detailed reviews of its portfolios to determine if an impairment has occurred and evaluates the collectability of receivables based on a combination of various financial and qualitative factors that may affect customers’ ability to pay, including customers’ financial condition, collateral, debt-servicing ability, past payment experience and credit bureau information. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. Additions to the allowances for doubtful accounts are charged to current period earnings, amounts determined to be uncollectible are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional reserves would be required. The Company does not believe that accounts receivable represent significant concentrations of credit risk because of the diversified portfolio of individual customers and geographical areas. The Company recorded $33 million, $25 million and $15 million of expense associated with doubtful accounts for the years ended December 31, 2016, 2015 and 2014, respectively.
Included in the Company’s trade accounts receivable and other long-term assets as of December 31, 2016 and 2015 are $140 million and $139 million of net aggregate financing receivables, respectively. All financing receivables are evaluated collectively for impairment due to the homogeneous nature of the portfolio.
Inventory Valuation
Inventory Valuation—Inventories include the costs of material, labor and overhead. Domestic inventories are stated at the lower of cost or market primarily using the first-in, first-out (“FIFO”) method with certain businesses applying the last-in, first-out method (“LIFO”) to value inventory. Inventories held outside the United States are stated at the lower of cost or market primarily using the FIFO method.
Property, Plant and Equipment
Property, Plant and Equipment—Property, plant and equipment are carried at cost. The provision for depreciation has been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets as follows:
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

Estimated useful lives are periodically reviewed and, when appropriate, changes to estimates are made prospectively.
Investments
Investments—Investments over which the Company has a significant influence but not a controlling interest, are accounted for using the equity method of accounting. Equity investments are recorded at the amount of the Company’s initial investment and adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. All equity investments are periodically reviewed to determine if declines in fair value below cost basis are other-than-temporary. Significant and sustained decreases in quoted market prices or a series of historic and projected operating losses by investees are strong indicators of other-than-temporary declines. If the decline in fair value is determined to be other-than-temporary, an impairment loss is recorded and the investment is written down to a new carrying value.
Other Assets
Other Assets—Other assets principally include noncurrent financing receivables, noncurrent deferred tax assets and other investments.
Fair Value of Financial Instruments
Fair Value of Financial InstrumentsThe Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, available-for-sale securities, nonqualified deferred compensation plans, obligations under trade accounts payable and short and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value. Refer to Note 7 for the fair values of the Company’s available-for-sale securities and other obligations.
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets—Goodwill and other intangible assets result from the Company’s acquisition of existing businesses. In accordance with accounting standards related to business combinations, goodwill is not amortized, however, certain definite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized. In-process research and development (“IPR&D”) is initially capitalized at fair value and when the IPR&D project is complete, the asset is considered a finite-lived intangible asset and amortized over its estimated useful life. If an IPR&D project is abandoned, an impairment loss equal to the value of the intangible asset is recorded in the period of abandonment. The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company also tests intangible assets with indefinite lives at least annually for impairment. Refer to Notes 2 and 6 for additional information about the Company’s goodwill and other intangible assets.
Revenue Recognition
Revenue Recognition—As described above, the Company derives revenues primarily from the sale of Life Sciences, Diagnostics, Dental and Environmental & Applied Solutions products and services. For revenue related to a product or service to qualify for recognition, there must be persuasive evidence of an arrangement with a customer, delivery must have occurred or the services must have been rendered, the price to the customer must be fixed and determinable and collectability of the associated fee must be reasonably assured. The Company’s principal terms of sale are FOB Shipping Point, or equivalent, and, as such, the Company primarily records revenue for product sales upon shipment. Sales arrangements entered with delivery terms that are not FOB Shipping Point are not recognized upon shipment and the delivery criteria for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If any significant obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition is deferred until such obligations have been fulfilled. Returns for products sold are estimated and recorded as a reduction of revenue at the time of sale. Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are recorded as a reduction of revenue at the time of sale because these allowances reflect a reduction in the purchase price. Product returns, customer allowances and rebates are estimated based on historical experience and known trends. Revenue related to separately priced extended warranty and product maintenance agreements is deferred when appropriate and recognized as revenue over the term of the agreement.
Certain of the Company’s revenues relate to operating-type lease (“OTL”) arrangements. Instrument lease revenue for OTL agreements is recognized on a straight-line basis over the life of the lease, and the costs of customer-leased instruments are recorded within property, plant and equipment in the accompanying Consolidated Balance Sheets and depreciated over the instrument’s estimated useful life. The depreciation expense is reflected in cost of sales in the accompanying Consolidated Statements of Earnings. The OTLs are generally not cancellable until after the first two years. Certain of the Company’s lease contracts are customized for larger customers and often result in complex terms and conditions that typically require significant judgment in applying the criteria used to evaluate whether the arrangement should be considered an OTL or a “sales-type” lease. A sales-type lease would result in earlier recognition of instrument revenue as compared to an OTL.
Revenues for contractual arrangements consisting of multiple elements (i.e., deliverables) are recognized for the separate elements when the product or services that are part of the multiple element arrangement have value on a stand-alone basis and, in arrangements that include a general right of refund relative to the delivered element, performance of the undelivered element is considered probable and substantially in the Company’s control. Certain customer arrangements include multiple elements, typically hardware, installation, training, consulting, services and/or post contract support (“PCS”). Generally, these elements are delivered within the same reporting period, except PCS or other services, for which revenue is recognized over the service period. The Company allocates revenue to each element in the arrangement using the selling price hierarchy and based on each element’s relative selling price. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE or TPE is available. The Company considers relevant internal and external market factors in cases where the Company is required to estimate selling prices. Allocation of the consideration is determined at the arrangements’ inception.
Shipping and Handling
Shipping and Handling—Shipping and handling costs are included as a component of cost of sales. Revenue derived from shipping and handling costs billed to customers is included in sales.
Advertising
Advertising—Advertising costs are expensed as incurred.
Research and Development
Research and DevelopmentThe Company conducts research and development activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of the Company’s existing products and expanding the applications for which uses of the Company’s products are appropriate. Research and development costs are expensed as incurred.
Income Taxes
Income TaxesThe Company’s income tax expense represents the tax liability for the current year, the tax benefit or expense for the net change in deferred tax liabilities and assets during the year, as well as reserves for unrecognized tax benefits and return to provision adjustments. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in the Company’s tax return in future years for which the tax benefit has already been reflected on the Company’s Consolidated Statements of Earnings. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. Deferred tax liabilities generally represent items that have already been taken as a deduction on the Company’s tax return but have not yet been recognized as an expense in the Company’s Consolidated Statements of Earnings. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date. The Company provides for unrecognized tax benefits when, based upon the technical merits, it is “more likely than not” that an uncertain tax position will not be sustained upon examination.  Judgment is required in evaluating tax positions and determining income tax provisions.  The Company re-evaluates the technical merits of its tax positions and may recognize an uncertain tax benefit in certain circumstances, including when: (1) a tax audit is completed; (2) applicable tax laws change, including a tax case ruling or legislative guidance; or (3) the applicable statute of limitations expires. The Company recognizes potential accrued interest and penalties associated with unrecognized tax positions in income tax expense. Refer to Note 12 for additional information.
Restructuring
RestructuringThe Company periodically initiates restructuring activities to appropriately position the Company’s cost base relative to prevailing economic conditions and associated customer demand as well as in connection with certain acquisitions. Costs associated with restructuring actions can include onetime termination benefits and related charges in addition to facility closure, contract termination and other related activities. The Company records the cost of the restructuring activities when the associated liability is incurred. Refer to Note 14 for additional information.
Foreign Currency Translation
Foreign Currency Translation—Exchange rate adjustments resulting from foreign currency transactions are recognized in net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates and income statement accounts are translated at weighted average rates. Net foreign currency transaction gains or losses were not material in any of the years presented.
Derivative Financial Instruments
Derivative Financial InstrumentsThe Company is neither a dealer nor a trader in derivative instruments. The Company has generally accepted the exposure to exchange rate movements without using derivative instruments to manage this risk, although the Company’s foreign currency-denominated debt partially hedges its net investments in foreign operations against adverse movements in exchange rates. The Company will periodically enter into foreign currency forward contracts not exceeding 12 months to mitigate a portion of its foreign currency exchange risk and forward starting swaps to mitigate interest rate risk related to the Company’s debt. When utilized, the derivative instruments are recorded on the balance sheet as either an asset or liability measured at fair value. To the extent the foreign currency forward contract or forward starting swap qualifies as an effective hedge, changes in fair value are recognized in accumulated other comprehensive income (loss) in stockholders’ equity. The Company’s use of foreign currency forward contracts and forward starting swaps during 2016 and as of the year then ended was not significant. Refer to Note 7 for additional information
Accounting for Stock-Based Compensation
Accounting for Stock-Based CompensationThe Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”), based on the fair value of the award as of the grant date. Equity-based compensation expense is recognized net of an estimated forfeiture rate on a straight-line basis over the requisite service period of the award, except that in the case of RSUs, compensation expense is recognized using an accelerated attribution method. Refer to Note 17 for additional information on the stock-based compensation plans in which certain employees of the Company participate.
Pension & Postretirement Benefit Plans
Pension and Postretirement Benefit PlansThe Company measures its pension and postretirement plans’ assets and its obligations that determine the respective plan’s funded status as of the end of the Company’s fiscal year, and recognizes an asset for a plan’s overfunded status or a liability for a plan’s underfunded status in its balance sheet. Changes in the funded status of the plans are recognized in the year in which the changes occur and reported in comprehensive income (loss). Refer to Notes 10 and 11 for additional information on the Company’s pension and postretirement plans including a discussion of the actuarial assumptions, the Company’s policy for recognizing the associated gains and losses and the method used to estimate service and interest cost components.
New Accounting Standards
New Accounting StandardsIn November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which simplifies the guidance on the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The ASU is effective for public entities for fiscal years beginning after December 15, 2017, including interim reporting periods within those annual reporting periods, with early adoption permitted. Management believes that the new standard will not have a material impact on the Company’s consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how cash receipts and cash payments are presented in the statement of cash flows. The ASU is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied retrospectively to all periods presented. The Company adopted this standard in the third quarter of 2016. The adoption of this ASU resulted in the make-whole premiums of $188 million related to the early extinguishment of borrowings in the third quarter of 2016 being reflected as a financing activity and the tax benefit related to these payments being reflected as an operating activity in the accompanying Consolidated Statement of Cash Flows for the year ended December 31, 2016.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718), which aims to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification of certain items on the statement of cash flows and accounting for forfeitures. The ASU is effective for public entities for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company will adopt this standard in fiscal year 2017. The ASU will require that the difference between the actual tax benefit realized upon exercise and the tax benefit recorded based on the fair value of the stock award at the time of grant (the “excess tax benefits”) to be reflected as a reduction of the current period provision for income taxes with any shortfall recorded as an increase in the tax provision rather than as a component of changes to additional paid-in capital. The ASU will also require the excess tax benefit realized be reflected as operating cash flow rather than a financing cash flow. Had this ASU been adopted at January 1, 2015, the provision for income taxes from continuing operations would have been reduced and operating cash flow from continuing operations would have been increased by $30 million and $66 million for the years ended December 31, 2016 and 2015, respectively. The actual benefit realized in future periods is inherently uncertain and will vary based on the timing and relative value realized for future share-based transactions.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require, among other items, lessees to recognize a right-of-use asset and a lease liability for most leases. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing contracts. The accounting applied by a lessor is largely unchanged from that applied under the current standard. The standard must be adopted using a modified retrospective transition approach and provides for certain practical expedients. The ASU is effective for public entities for fiscal years beginning after December 15, 2018, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance. The core principle of Topic 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date of the standard by one year which results in the new standard being effective for the Company at the beginning of its first quarter of fiscal year 2018. In addition, during March, April, May and December 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively, which clarified the guidance on certain items such as reporting revenue as a principal versus agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability, presentation of sales taxes, impairment testing for contract costs and disclosure of performance obligations. The Company plans to adopt the new standard on January 1, 2018 and expects the impact of the new standard on the amount and timing of revenue recognition to be insignificant. The new standard will require certain costs, primarily commissions on contracts greater than one year in duration, to be capitalized versus expensed currently. The Company expects to use the modified retrospective method of adoption, reflecting the cumulative effect of initially applying the new standard to revenue recognition in the first quarter of 2018.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/15/19
12/15/18
1/1/184
12/15/17
Filed as of:2/22/174,  8-K,  NO ACT
Filed on:2/21/173,  4,  8-K
For Period end:12/31/1611-K,  5,  SD
12/15/16
12/31/1510-K,  11-K,  5,  SD
1/1/154
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/22  Danaher Corp./DE                  10-K       12/31/21  141:89M
 2/25/21  Danaher Corp./DE                  10-K       12/31/20  153:22M
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