Accelerating Innovation at Leica Biosystems
Reconciliation of GAAP to Adjusted P&L Metrics
DANAHER CORPORATION
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):
B
C
D
E
F
G
H
Pretax
After-tax
July 2, 2021
Six-Month Period Ended
July 3, 2020
691
549
471
379
Pretax costs incurred for fair value adjustments to inventory and deferred revenue related to the acquisition of Cytiva in the six-month period ended July 2, 2021,
($46 million pretax as reported in this line item, $36 million after-tax). Pretax costs incurred for fair value adjustments to inventory and deferred revenue and
transaction costs deemed significant and integration preparation costs in the six-month period ended July 3, 2020, related to the acquisition of Cytiva, ($288
million pretax as reported in this line item, $231 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.
Pretax impairment charges related to a trade name in the Diagnostics segment recorded in the first quarter of 2021 ($10 million pretax as reported in this line
item, $8 million after-tax). Pretax impairment charges related to a facility in the Diagnostics segment and a trade name and other intangible assets in the
Environmental & Applied Solutions segment recorded in the first quarter of 2020 ($8 million pretax as reported in this line item, $6 million after-tax).
Pretax fair value gains on the Company's equity and limited partnership investments recorded in the six-month period ended July 2, 2021, ($202 million pretax as
reported in this line item, $161 million after-tax) and pretax fair value losses on the Company's equity and limited partnership investments recorded in the six-
month period ended July 3, 2020, ($13 million pretax as reported in this line item, $10 million after-tax).
Pretax gain on disposition of certain product lines in the six-month period ended July 2, 2021, ($13 million pretax as reported in this line item, $10 million after-
tax). Pretax gain on disposition of certain product lines in the six-month period ended July 3, 2020, ($455 million pretax as reported in this line item, $305
million after-tax).
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.
Discrete tax adjustments and other tax-related adjustments for the six-month period ended July 2, 2021, include the impact of net discrete tax gains of $120
million (or $0.16 per diluted common share) related primarily to stock-based compensation, the release of reserves for uncertain tax positions due to the
expiration of statutes of limitation and other items. Discrete tax adjustments and other tax-related adjustments for the six-month period ended July 3, 2020,
include the impact of net discrete tax gains of $27 million (or $0.04 per diluted common share) related primarily to excess tax benefits from stock-based
compensation and the release of reserves for uncertain tax positions due to the expiration of statutes of limitation. 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 from continuing operations per common share.
In March 2019, the Company issued $1.65 billion in aggregate liquidation preference of 4.75% MCPS Series A. In May 2020, the Company issued $1.72 billion
in aggregate liquidation preference of 5.0% MCPS Series B. Dividends on the MCPS Series A and Series B 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 MCPS Series A will automatically
convert on April 15, 2022 into between 6.6590 and 8.1572 shares of Danaher's common stock, subject to further anti-dilution adjustments. Unless earlier
converted, each share of MCPS Series B will automatically convert on April 15, 2023 into between 5.0094 and 6.1364 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
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