B | Pretax costs incurred (or anticipated to be incurred, as applicable) in the three-month period ended March 29, 2019, ($11 million pretax as reported in this line item, $10 million after-tax), the three-month period ending June 28, 2019 ($17 million pretax as reported in this line item, $15 million after-tax) and the year ending December 31, 2019 ($76 million pretax as reported in this line item, $66 million after-tax) related to preparation for the anticipated Dental business separation and initial public offering primarily related to professional fees for legal, tax, finance and information technology services and duplicative general and administrative costs related to establishing a public company infrastructure for the business including incremental salaries, benefits and rent expense. |
C | Pretax costs incurred (or anticipated to be incurred, as applicable) for transaction costs deemed significant and integration preparation costs in the three-month period ended March 29, 2019, ($15 million pretax as reported in this line item, $13 million after-tax), the three-month period ending June 28, 2019 ($15 million pretax as reported in this line item, $14 million after-tax) and the year ending December 31, 2019 ($90 million pretax as reported in this line item, $81 million after-tax) related to the anticipated GE Biopharma acquisition. 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. |
D | Provision for potential costs and liabilities in connection with a legal contingency ($36 million pretax as presented in this line item, $29 million after-tax) recorded in the three-month period ended March 29, 2019. |
E | This line item reflects the aggregate tax effect of all nontax adjustments reflected in the preceding line items of the table. In addition, the footnote above indicates 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 are not tax deductible and therefore the tax effect of the adjustments does not include any tax impact of the MCPS dividends. |
F | Discrete tax adjustments and other tax-related adjustments for the three-month period ended March 29, 2019 include the impact of net discrete tax charges of $242 million ($0.34 per diluted share) related 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 and excess tax benefits from stock-based compensation realized in the three-month period ended March 29, 2019 in excess of anticipated levels. 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 Share. |
G | In March 2019, the Company issued $1.65 billion in aggregate liquidation preference of our 4.75% MCPS. Dividends on the MCPS are payable on a cumulative basis at an annual rate of 4.75% on the liquidation preference of $1,000 per share. Unless earlier converted, each share of MCPS will automatically convert on April 15, 2022 into between 6.6368 and 8.1300 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 our common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately before April 15, 2022. For the purposes of calculating adjusted earnings per share, the Company has excluded the anticipated MCPS 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.") The Company believes that using the "if-converted" method provides additional insight to investors on the potential impact of the MCPS once they are converted into common stock no later than April 15, 2022. |
