XML 72 R11.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Discontinued Operations | 12 Months Ended
--- | ---
Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | DISCONTINUED OPERATIONS Envista Separation On September 20, 2019, Envista Holdings Corporation (“Envista”), completed an IPO of 30.8 million shares of its common stock, which represented 19.4% of Envista’s outstanding shares at the time of the offering, at a public offering price of $22.00 per share. Envista realized net proceeds of $643 million from the IPO, after deducting underwriting discounts and deal expenses. In connection with the completion of the IPO, through a series of equity and other transactions, the Company transferred its dental businesses to Envista (the “Separation”). In exchange, Envista transferred consideration of approximately $2.0 billion to the Company, which consists primarily of the net proceeds from the IPO and approximately $1.3 billion of proceeds from Envista’s term debt financing. The excess of the net book value of the business transferred to Envista over the net proceeds from the IPO was $60 million and was recorded as a reduction to additional paid-in capital in the accompanying Consolidated Balance Sheet. On December 18, 2019, Danaher completed the disposition of the remaining 80.6% ownership of Envista common stock through a split-off exchange offer, which resulted in Danaher’s repurchase of 22.9 million shares of the Company’s common stock in exchange for the remaining shares of Envista held by Danaher (the “Split-Off”). The IPO, Separation and Split-Off are collectively referred to as the “Envista Disposition”. As a result, the Company recognized a gain on the disposition of $451 million in the fourth quarter of 2019. At the time of the disposition, the Company reclassified $109 million of foreign currency translation adjustment losses related to Envista from accumulated other comprehensive income (loss) to the Company’s results of discontinued operations as a component of the net gain on the Envista Disposition. As a result of the IPO, Danaher recorded an increase to noncontrolling interest of $689 million in 2019 for the sale of the Envista common stock and subsequent earnings and other comprehensive income (loss) attributable to the noncontrolling interest. At the time of the Envista Disposition, Danaher decreased the noncontrolling interest by $692 million to record the deconsolidation of Envista and the elimination of the noncontrolling interest. The accounting requirements for reporting Envista as a discontinued operation were met when the Split-Off was completed. Accordingly, the Consolidated Financial Statements for all periods presented reflect this business as a discontinued operation. The Company allocated a portion of the consolidated interest expense to discontinued operations based on the ratio of the discontinued business’ net assets to the Company’s consolidated net assets. Envista had revenues of approximately $2.6 billion in 2019 prior to the exchange offer and approximately $2.8 billion in 2018. As a result of the Envista Disposition, the Company incurred $69 million and $15 million in IPO and Separation-related costs during the years ended December 31, 2019 and 2018, respectively, which are reflected in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Earnings. These costs primarily relate to professional fees associated with preparation of regulatory filings and activities within finance, tax, legal and information technology functions as well as certain investment banking fees and tax costs. Danaher used a portion of the consideration received from Envista to redeem $882 million in aggregate principal amount of outstanding indebtedness in the fourth quarter of 2019 (consisting of the Company’s 2.4% senior unsecured notes due 2020 and 5.0% senior unsecured notes due 2020). The Company incurred make-whole premiums in connection with the redemption of $7 million ($5 million after-tax or $0.01 per diluted share). The Company used the balance of the consideration it received from Envista to redeem commercial paper borrowings as they matured. In connection with the Envista IPO and Separation, Danaher and Envista entered into various agreements to effect the disposition and provide a framework for their relationship after the Envista Separation, including a separation agreement, transition services agreement, employee matters agreement, tax matters agreement, intellectual property matters agreement and DANAHER BUSINESS SYSTEM (“DBS”) license agreement. These agreements provide for the allocation between Danaher and Envista of assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Envista’s separation from Danaher and govern certain relationships between Danaher and Envista after the Envista Separation. In addition, Danaher is also party to various commercial agreements with Envista entities. The amounts paid and received by Danaher for transition services provided under the above agreements as well as sales and purchases to and from Envista were not material to the Company’s results of operations for the year ended December 31, 2019. Fortive Corporation Separation On July 2, 2016 (the “Distribution Date”), Danaher completed the separation (the “Fortive Separation”) of its former Test & Measurement segment, Industrial Technologies segment (excluding the product identification businesses) and retail/commercial petroleum business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Fortive Corporation (“Fortive”), the entity Danaher incorporated to hold such businesses. Danaher recorded a $22 million income tax benefit in 2017 related to the release of previously provided reserves associated with uncertain tax positions on certain Danaher tax returns which were jointly filed with Fortive entities. These reserves were released due to the expiration of statutes of limitations for those returns. All Fortive entity-related balances are included in the income tax benefit related to discontinued operations for the year ended December 31, 2017. The key components of income from both the Envista and Fortive businesses from discontinued operations for the years ended December 31 were as follows ($ in millions):
| 2019 |  | 2018 |  | 2017
Sales | $ | 2,610.1 |  |  | $ | 2,844.5 |  |  | $ | 2,810.9 |
Cost of sales | (1,177.2 | ) |  | (1,242.7 | ) |  | (1,189.7 | )
Selling, general and administrative expenses | (1,094.6 | ) |  | (1,081.1 | ) |  | (1,030.7 | )
Research and development expenses | (151.4 | ) |  | (172.0 | ) |  | (172.4 | )
Other income, net | 1.7 |  |  | 2.7 |  |  | 0.1 |
Interest expense | (9.1 | ) |  | (20.5 | ) |  | (22.6 | )
Income from discontinued operations before income taxes | 179.5 |  |  | 330.9 |  |  | 395.6 |
Gain on disposition of Envista before income taxes | 451.1 |  |  | — |  |  | — |
Earnings from discontinued operations before income taxes | 630.6 |  |  | 330.9 |  |  | 395.6 |
Income taxes | (41.4 | ) |  | (86.3 | ) |  | (75.7 | )
Earnings from discontinued operations, net of income taxes | 589.2 |  |  | 244.6 |  |  | 319.9 |
Net earnings attributable to noncontrolling interest | (13.3 | ) |  | — |  |  | — |
Net earnings from discontinued operations attributable to common stockholders | $ | 575.9 |  |  | $ | 244.6 |  |  | $ | 319.9 |
The following table summarizes the major classes of assets and liabilities of the Envista-related discontinued operations that were included in the Company’s accompanying Consolidated Balance Sheet as of December 31, 2018 ($ in millions):
Assets: |
Trade accounts receivable, net | $ | 459.8 |
Inventories | 278.7 |
Prepaid expenses and other current assets | 48.3 |
Property, plant and equipment, net | 261.6 |
Goodwill | 3,325.5 |
Other intangible assets, net | 1,390.3 |
Other long-term assets | 77.4 |
Total assets, discontinued operations | $ | 5,841.6 |
Liabilities: |
Trade accounts payable | $ | 217.4 |
Accrued expenses and other liabilities | 387.6 |
Other long-term liabilities | 374.2 |
Total liabilities, discontinued operations | $ | 979.2 |

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration