ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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59-1995548
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(State of Incorporation)
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(I.R.S. Employer Identification number)
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2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C.
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20037-1701
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I -
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FINANCIAL INFORMATION
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PART II -
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OTHER INFORMATION
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June 29, 2012
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December 31, 2011
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||||
ASSETS
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||||
Current Assets:
|
|
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||||
Cash and equivalents
|
$
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1,118,240
|
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$
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537,001
|
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Trade accounts receivable, net
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3,094,250
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3,049,895
|
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Inventories:
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|
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||||
Finished goods
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920,069
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930,914
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Work in process
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306,329
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262,191
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Raw material and supplies
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629,413
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588,247
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Total inventories
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1,855,811
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1,781,352
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Prepaid expenses and other current assets
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542,194
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904,109
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Total current assets
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6,610,495
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6,272,357
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Property, plant and equipment, net of accumulated depreciation of
$1,770,850 an
d $1,665,983, respectively
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2,065,451
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2,100,990
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Investment in joint venture
|
552,540
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521,882
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Other assets
|
837,943
|
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739,686
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Goodwill
|
14,927,272
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14,474,323
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Other intangible assets, net
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6,176,882
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5,840,209
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Total assets
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$
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31,170,583
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$
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29,949,447
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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||||
Current Liabilities:
|
|
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|
||||
Notes payable and current portion of long-term debt
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$
|
55,407
|
|
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$
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98,392
|
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Trade accounts payable
|
1,511,061
|
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1,422,438
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Accrued expenses and other liabilities
|
2,463,233
|
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2,651,198
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Total current liabilities
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4,029,701
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4,172,028
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Other long-term liabilities
|
3,925,538
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3,598,851
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Long-term debt
|
4,847,620
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5,206,800
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Stockholders’ Equity:
|
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|
||||
Common stock - $0.01 par value
|
7,696
|
|
|
7,611
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Additional paid-in capital
|
4,133,967
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3,877,240
|
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Retained earnings
|
14,235,198
|
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13,056,869
|
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Accumulated other comprehensive loss
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(74,945
|
)
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(36,937
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)
|
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Total Danaher stockholders’ equity
|
18,301,916
|
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16,904,783
|
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Non-controlling interests
|
65,808
|
|
|
66,985
|
|
||
Total stockholders’ equity
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18,367,724
|
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16,971,768
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Total liabilities and stockholders’ equity
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$
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31,170,583
|
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$
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29,949,447
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Three Months Ended
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Six Months Ended
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||||||||||||||
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June 29, 2012
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July 1, 2011
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June 29, 2012
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July 1, 2011
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||||||||
Sales
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$
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4,553,459
|
|
|
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$
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3,635,871
|
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$
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8,869,679
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$
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6,928,069
|
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Cost of sales
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(2,198,003
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)
|
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(1,718,319
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)
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(4,278,679
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)
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(3,261,667
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)
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||||
Gross profit
|
2,355,456
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1,917,552
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4,591,000
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3,666,402
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|
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Operating costs and other:
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||||||||
Selling, general and administrative expenses
|
(1,278,610
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)
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(1,088,385
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)
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(2,523,507
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)
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(2,051,627
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)
|
||||
Research and development expenses
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(283,602
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)
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(233,670
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)
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(553,726
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)
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(448,900
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)
|
||||
Earnings from unconsolidated joint venture
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18,030
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14,460
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32,375
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28,935
|
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||||
Operating profit
|
811,274
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609,957
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1,546,142
|
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1,194,810
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|
||||
Non-operating income (expense):
|
|
|
|
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|
|
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||||||||
Interest expense
|
(37,876
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)
|
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(31,412
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)
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(77,299
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)
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(61,851
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)
|
||||
Interest income
|
707
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|
|
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2,280
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|
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1,466
|
|
|
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4,395
|
|
||||
Earnings from continuing operations before income taxes
|
774,105
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580,825
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1,470,309
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1,137,354
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|
||||
Income taxes
|
(173,956
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)
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|
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(141,275
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)
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(350,106
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)
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(281,029
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)
|
||||
Net earnings from continuing operations
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600,149
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439,550
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1,120,203
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856,325
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|
||||
Earnings from discontinued operations, net of income taxes
|
—
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209,214
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92,858
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221,797
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|
||||
Net earnings
|
$
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600,149
|
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$
|
648,764
|
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$
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1,213,061
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$
|
1,078,122
|
|
Net earnings per share from continuing operations:
|
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Basic
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$
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0.86
|
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|
|
$
|
0.66
|
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|
$
|
1.62
|
|
|
|
$
|
1.29
|
|
Diluted
|
$
|
0.84
|
|
|
|
$
|
0.64
|
|
|
$
|
1.57
|
|
|
|
$
|
1.24
|
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
|
$
|
0.31
|
|
|
$
|
0.13
|
|
|
|
$
|
0.33
|
|
Diluted
|
$
|
—
|
|
|
|
$
|
0.30
|
|
|
$
|
0.13
|
|
|
|
$
|
0.32
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.86
|
|
|
|
$
|
0.97
|
|
|
$
|
1.75
|
|
|
|
$
|
1.62
|
|
Diluted
|
$
|
0.84
|
|
|
|
$
|
0.94
|
|
|
$
|
1.70
|
|
|
|
$
|
1.56
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
695,570
|
|
|
|
667,207
|
|
|
693,539
|
|
|
|
664,403
|
|
||||
Diluted
|
714,910
|
|
|
|
694,599
|
|
|
714,467
|
|
|
|
691,464
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Net earnings
|
$
|
600,149
|
|
|
$
|
648,764
|
|
|
$
|
1,213,061
|
|
|
$
|
1,078,122
|
|
Other comprehensive (loss) income, net of income taxes:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(256,149
|
)
|
|
112,712
|
|
|
(100,107
|
)
|
|
365,729
|
|
||||
Pension and postretirement plan benefit adjustments
|
5,763
|
|
|
4,789
|
|
|
12,944
|
|
|
9,578
|
|
||||
Unrealized gain on available-for-sale securities
|
20,824
|
|
|
18,265
|
|
|
49,155
|
|
|
26,724
|
|
||||
Total other comprehensive (loss) income, net of income taxes
|
(229,562
|
)
|
|
135,766
|
|
|
(38,008
|
)
|
|
402,031
|
|
||||
Comprehensive income
|
$
|
370,587
|
|
|
$
|
784,530
|
|
|
$
|
1,175,053
|
|
|
$
|
1,480,153
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-
Controlling
Interests
|
|||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||
Balance, December 31, 2011
|
761,067
|
|
|
$
|
7,611
|
|
|
$
|
3,877,240
|
|
|
$
|
13,056,869
|
|
|
$
|
(36,937
|
)
|
|
$
|
66,985
|
|
Net earnings for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
1,213,061
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,008
|
)
|
|
—
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,732
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock based award activity
|
5,723
|
|
|
57
|
|
|
154,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued in connection with LYONs’ conversions including tax benefit of $23.3 million
|
2,818
|
|
|
28
|
|
|
102,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,177
|
)
|
|||||
Balance, June 29, 2012
|
769,608
|
|
|
$
|
7,696
|
|
|
$
|
4,133,967
|
|
|
$
|
14,235,198
|
|
|
$
|
(74,945
|
)
|
|
$
|
65,808
|
|
|
Six Months Ended
|
||||||
|
June 29, 2012
|
|
July 1, 2011
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
1,213,061
|
|
|
$
|
1,078,122
|
|
Less: earnings from discontinued operations, net of income taxes
|
92,858
|
|
|
221,797
|
|
||
Net earnings from continuing operations
|
1,120,203
|
|
|
856,325
|
|
||
Non-cash items:
|
|
|
|
||||
Depreciation
|
244,809
|
|
|
104,971
|
|
||
Amortization
|
165,021
|
|
|
118,639
|
|
||
Stock compensation expense
|
50,412
|
|
|
45,966
|
|
||
Earnings from unconsolidated joint venture, net of cash dividends received
|
(25,450
|
)
|
|
(16,586
|
)
|
||
Change in trade accounts receivable, net
|
(6,738
|
)
|
|
(20,669
|
)
|
||
Change in inventories
|
(26,589
|
)
|
|
(27,668
|
)
|
||
Change in trade accounts payable
|
71,359
|
|
|
43,753
|
|
||
Change in prepaid expenses and other assets
|
76,320
|
|
|
43,304
|
|
||
Change in accrued expenses and other liabilities
|
26,507
|
|
|
79,627
|
|
||
Total operating cash provided by continuing operations
|
1,695,854
|
|
|
1,227,662
|
|
||
Total operating cash used in discontinued operations
|
(41,671
|
)
|
|
(128,530
|
)
|
||
Net cash provided by operating activities
|
1,654,183
|
|
|
1,099,132
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Payments for additions to property, plant and equipment
|
(228,552
|
)
|
|
(105,101
|
)
|
||
Proceeds from disposals of property, plant and equipment and other assets
|
14,134
|
|
|
3,431
|
|
||
Cash paid for acquisitions
|
(945,067
|
)
|
|
(6,056,279
|
)
|
||
Total investing cash used in continuing operations
|
(1,159,485
|
)
|
|
(6,157,949
|
)
|
||
Total investing cash used in discontinued operations
|
(26
|
)
|
|
(4,514
|
)
|
||
Proceeds from the sale of discontinued operations
|
337,470
|
|
|
680,105
|
|
||
Net cash used in investing activities
|
(822,041
|
)
|
|
(5,482,358
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the issuance of common stock
|
104,303
|
|
|
1,050,322
|
|
||
Payment of dividends
|
(34,732
|
)
|
|
(26,973
|
)
|
||
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)
|
(309,979
|
)
|
|
462,147
|
|
||
Proceeds of borrowings (maturities longer than 90 days)
|
—
|
|
|
1,785,764
|
|
||
Repayments of borrowings (maturities longer than 90 days)
|
(2,214
|
)
|
|
(2,021
|
)
|
||
Net cash (used in) provided by financing activities
|
(242,622
|
)
|
|
3,269,239
|
|
||
Effect of exchange rate changes on cash and equivalents
|
(8,281
|
)
|
|
32,590
|
|
||
Net change in cash and equivalents
|
581,239
|
|
|
(1,081,397
|
)
|
||
Beginning balance of cash and equivalents
|
537,001
|
|
|
1,632,980
|
|
||
Ending balance of cash and equivalents
|
$
|
1,118,240
|
|
|
$
|
551,583
|
|
Supplemental disclosures:
|
|
|
|
||||
Cash interest payments
|
$
|
61,886
|
|
|
$
|
38,439
|
|
Cash income tax payments (including $28 million a
nd $5
3 million for the six month periods ended June 29, 2012 and July 1, 2011, respectively, related to the gain on sale of discontinued operations - refer to Note 3)
|
$
|
148,847
|
|
|
$
|
162,696
|
|
|
Foreign
currency
translation
adjustments
|
|
Pension and postretirement plan benefits
|
|
Unrealized
gain on
available-for-
sale securities
|
|
Total other
comprehensive
income (loss)
|
||||||||
For the Three Months Ended June 29, 2012:
|
|
|
|
|
|
|
|
||||||||
Before income tax amount
|
$
|
(256.1
|
)
|
|
$
|
9.2
|
|
|
$
|
33.3
|
|
|
$
|
(213.6
|
)
|
Income tax expense
|
—
|
|
|
(3.4
|
)
|
|
(12.5
|
)
|
|
(15.9
|
)
|
||||
Net of income tax amount
|
$
|
(256.1
|
)
|
|
$
|
5.8
|
|
|
$
|
20.8
|
|
|
$
|
(229.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
For the Three Months Ended July 1, 2011:
|
|
|
|
|
|
|
|
||||||||
Before income tax amount
|
$
|
112.7
|
|
|
$
|
7.4
|
|
|
$
|
28.0
|
|
|
$
|
148.1
|
|
Income tax expense
|
—
|
|
|
(2.6
|
)
|
|
(9.7
|
)
|
|
(12.3
|
)
|
||||
Net of income tax amount
|
$
|
112.7
|
|
|
$
|
4.8
|
|
|
$
|
18.3
|
|
|
$
|
135.8
|
|
|
|
|
|
|
|
|
|
||||||||
For the Six Months Ended June 29, 2012:
|
|
|
|
|
|
|
|
||||||||
Before income tax amount
|
$
|
(100.1
|
)
|
|
$
|
20.3
|
|
|
$
|
78.6
|
|
|
$
|
(1.2
|
)
|
Income tax expense
|
—
|
|
|
(7.4
|
)
|
|
(29.5
|
)
|
|
(36.9
|
)
|
||||
Net of income tax amount
|
$
|
(100.1
|
)
|
|
$
|
12.9
|
|
|
$
|
49.1
|
|
|
$
|
(38.1
|
)
|
|
|
|
|
|
|
|
|
||||||||
For the Six Months Ended July 1, 2011:
|
|
|
|
|
|
|
|
||||||||
Before income tax amount
|
$
|
365.7
|
|
|
$
|
14.8
|
|
|
$
|
41.1
|
|
|
$
|
421.6
|
|
Income tax expense
|
—
|
|
|
(5.2
|
)
|
|
(14.4
|
)
|
|
(19.6
|
)
|
||||
Net of income tax amount
|
$
|
365.7
|
|
|
$
|
9.6
|
|
|
$
|
26.7
|
|
|
$
|
402.0
|
|
|
Total
|
||
Accounts receivable
|
$
|
54.7
|
|
Inventories
|
37.5
|
|
|
Property, plant and equipment
|
13.1
|
|
|
Goodwill
|
511.5
|
|
|
Other intangible assets, primarily trade names, customer relationships and patents
|
469.1
|
|
|
In-process research and development
|
56.7
|
|
|
Accounts payable
|
(25.5
|
)
|
|
Other assets and liabilities, net
|
(172.0
|
)
|
|
Net cash consideration
|
$
|
945.1
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
4,603.8
|
|
|
$
|
4,630.2
|
|
|
$
|
9,009.2
|
|
|
$
|
8,985.9
|
|
Net earnings from continuing operations
|
601.7
|
|
|
422.4
|
|
|
1,127.0
|
|
|
854.7
|
|
||||
Diluted earnings per share from continuing operations
|
$
|
0.84
|
|
|
$
|
0.60
|
|
|
$
|
1.58
|
|
|
$
|
1.22
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Net sales
|
$
|
—
|
|
|
$
|
88.8
|
|
|
$
|
9.9
|
|
|
$
|
239.9
|
|
Operating expenses
|
—
|
|
|
(76.5
|
)
|
|
(11.2
|
)
|
|
(207.0
|
)
|
||||
Allocated interest expense
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(1.2
|
)
|
||||
Earnings (loss) before income taxes
|
—
|
|
|
12.0
|
|
|
(1.3
|
)
|
|
31.7
|
|
||||
Income tax (expense) benefit
|
—
|
|
|
(4.5
|
)
|
|
0.5
|
|
|
(11.6
|
)
|
||||
Earnings (loss) from discontinued operations
|
—
|
|
|
7.5
|
|
|
(0.8
|
)
|
|
20.1
|
|
||||
Gain on sale, net of $55 million of related income taxes for the six month period ended June 29, 2012 and $126 million of related income taxes for the three and six month periods ended July 1, 2011, respectively
|
—
|
|
|
201.7
|
|
|
93.7
|
|
|
201.7
|
|
||||
Earnings from discontinued operations, net of income taxes
|
$
|
—
|
|
|
$
|
209.2
|
|
|
$
|
92.9
|
|
|
$
|
221.8
|
|
Accounts receivable, net
|
$
|
82.7
|
|
Inventories
|
10.5
|
|
|
Prepaid expenses and other
|
9.3
|
|
|
Property, plant and equipment, net
|
31.5
|
|
|
Goodwill and other intangibles, net
|
104.0
|
|
|
Total assets
|
$
|
238.0
|
|
|
|
||
Accounts payable
|
$
|
32.7
|
|
Accrued expenses and other
|
47.8
|
|
|
Total liabilities
|
$
|
80.5
|
|
Balance, December 31, 2011
|
$
|
14,474.3
|
|
Attributable to 2012 acquisitions
|
511.5
|
|
|
Foreign currency translation & other
|
(58.5
|
)
|
|
Balance, June 29, 2012
|
14,927.3
|
|
Segment
|
June 29, 2012
|
|
December 31, 2011
|
||||
Test & Measurement
|
$
|
3,198.2
|
|
|
$
|
3,038.0
|
|
Environmental
|
1,454.2
|
|
|
1,449.2
|
|
||
Life Sciences & Diagnostics
|
5,835.1
|
|
|
5,842.0
|
|
||
Dental
|
2,122.7
|
|
|
2,122.1
|
|
||
Industrial Technologies
|
2,317.1
|
|
|
2,023.0
|
|
||
|
$
|
14,927.3
|
|
|
$
|
14,474.3
|
|
|
Quoted Prices
in Active
Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|||||||
June 29, 2012:
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Available-for-sale securities
|
$
|
365.7
|
|
|
—
|
|
|
—
|
|
|
$
|
365.7
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred compensation plans
|
—
|
|
|
$
|
61.4
|
|
|
—
|
|
|
61.4
|
|
||
Currency swap agreement
|
—
|
|
|
41.8
|
|
|
—
|
|
|
41.8
|
|
|||
December 31, 2011:
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Available-for-sale securities
|
287.0
|
|
|
—
|
|
|
—
|
|
|
287.0
|
|
|||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred compensation plans
|
—
|
|
|
58.2
|
|
|
—
|
|
|
58.2
|
|
|||
Currency swap agreement
|
—
|
|
|
53.9
|
|
|
—
|
|
|
53.9
|
|
|
June 29, 2012
|
|
December 31, 2011
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
(1)
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
365.7
|
|
|
$
|
365.7
|
|
|
$
|
287.0
|
|
|
$
|
287.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term borrowings
|
55.4
|
|
|
55.4
|
|
|
98.4
|
|
|
98.4
|
|
||||
Long-term borrowings
|
4,847.6
|
|
|
5,478.5
|
|
|
5,206.8
|
|
|
5,790.1
|
|
||||
Currency swap agreement
|
41.8
|
|
|
41.8
|
|
|
53.9
|
|
|
53.9
|
|
(1)
|
Effective January 1, 2012, the Company is required to disclose, on a prospective basis, the level within the fair value hierarchy at which the fair values of the financial instruments are categorized. As of
June 29, 2012
, available-for-sale securities and short and long-term borrowings were categorized as level 1, while the currency swap agreement was categorized as level 2.
|
|
June 29, 2012
|
|
December 31, 2011
|
||||
U.S. dollar-denominated commercial paper
|
$
|
726.2
|
|
|
$
|
977.3
|
|
4.5% guaranteed Eurobond notes due 2013 (€500 million)
|
632.5
|
|
|
647.3
|
|
||
Floating rate senior notes due 2013
|
300.0
|
|
|
300.0
|
|
||
1.3% senior notes due 2014
|
400.0
|
|
|
400.0
|
|
||
2.3% senior notes due 2016
|
500.0
|
|
|
500.0
|
|
||
5.625% senior notes due 2018
|
500.0
|
|
|
500.0
|
|
||
5.4% senior notes due 2019
|
750.0
|
|
|
750.0
|
|
||
3.9% senior notes due 2021
|
600.0
|
|
|
600.0
|
|
||
Zero-coupon LYONs due 2021
|
304.9
|
|
|
379.6
|
|
||
Other
|
189.4
|
|
|
251.0
|
|
||
Subtotal
|
4,903.0
|
|
|
5,305.2
|
|
||
Less – currently payable
|
55.4
|
|
|
98.4
|
|
||
Long-term debt
|
$
|
4,847.6
|
|
|
$
|
5,206.8
|
|
|
U.S.
|
|
Non U.S.
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 29,
2012 |
|
July 1,
2011 |
|
June 29,
2012 |
|
July 1,
2011 |
|
June 29,
2012 |
|
July 1,
2011 |
|
June 29,
2012 |
|
July 1,
2011 |
||||||||||||||||
Service cost
|
$
|
1.5
|
|
|
$
|
1.6
|
|
|
$
|
3.0
|
|
|
$
|
3.2
|
|
|
$
|
5.9
|
|
|
$
|
3.2
|
|
|
$
|
11.6
|
|
|
$
|
6.4
|
|
Interest cost
|
24.9
|
|
|
17.3
|
|
|
49.8
|
|
|
34.6
|
|
|
10.8
|
|
|
8.4
|
|
|
21.5
|
|
|
16.4
|
|
||||||||
Expected return on plan assets
|
(32.2
|
)
|
|
(22.4
|
)
|
|
(64.4
|
)
|
|
(44.8
|
)
|
|
(8.2
|
)
|
|
(5.3
|
)
|
|
(16.3
|
)
|
|
(10.4
|
)
|
||||||||
Amortization of actuarial loss
|
9.5
|
|
|
7.3
|
|
|
19.0
|
|
|
14.6
|
|
|
1.1
|
|
|
0.9
|
|
|
2.3
|
|
|
1.6
|
|
||||||||
Amortization of prior service costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||||||
Settlement (gains) losses recognized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.9
|
|
|
(0.3
|
)
|
||||||||
Net periodic cost
|
$
|
3.7
|
|
|
$
|
3.8
|
|
|
$
|
7.4
|
|
|
$
|
7.6
|
|
|
$
|
9.5
|
|
|
$
|
6.9
|
|
|
$
|
19.8
|
|
|
$
|
13.6
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
1.0
|
|
|
$
|
0.6
|
|
Interest cost
|
2.7
|
|
|
1.5
|
|
|
5.4
|
|
|
3.0
|
|
||||
Amortization of prior service credits
|
(1.4
|
)
|
|
(1.4
|
)
|
|
(2.8
|
)
|
|
(2.8
|
)
|
||||
Amortization of actuarial loss
|
1.0
|
|
|
0.9
|
|
|
2.0
|
|
|
1.8
|
|
||||
Net periodic cost
|
$
|
2.8
|
|
|
$
|
1.3
|
|
|
$
|
5.6
|
|
|
$
|
2.6
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
RSUs and restricted shares:
|
|
|
|
|
|
|
|
||||||||
Pre-tax compensation expense
|
$
|
14.5
|
|
|
$
|
11.0
|
|
|
$
|
27.2
|
|
|
$
|
20.4
|
|
Income tax benefit
|
(4.4
|
)
|
|
(4.1
|
)
|
|
(9.2
|
)
|
|
(7.6
|
)
|
||||
RSU and restricted share expense, net of income taxes
|
$
|
10.1
|
|
|
$
|
6.9
|
|
|
$
|
18.0
|
|
|
$
|
12.8
|
|
Stock options:
|
|
|
|
|
|
|
|
||||||||
Pre-tax compensation expense
|
$
|
12.2
|
|
|
$
|
12.2
|
|
|
$
|
23.2
|
|
|
$
|
25.6
|
|
Income tax benefit
|
(3.7
|
)
|
|
(3.5
|
)
|
|
(7.0
|
)
|
|
(7.3
|
)
|
||||
Stock option expense, net of income taxes
|
$
|
8.5
|
|
|
$
|
8.7
|
|
|
$
|
16.2
|
|
|
$
|
18.3
|
|
Total stock-based compensation expense:
|
|
|
|
|
|
|
|
||||||||
Pre-tax compensation expense
|
$
|
26.7
|
|
|
$
|
23.2
|
|
|
$
|
50.4
|
|
|
$
|
46.0
|
|
Income tax benefit
|
(8.1
|
)
|
|
(7.6
|
)
|
|
(16.2
|
)
|
|
(14.9
|
)
|
||||
Total stock-based compensation expense, net of income taxes
|
$
|
18.6
|
|
|
$
|
15.6
|
|
|
$
|
34.2
|
|
|
$
|
31.1
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average
Remaining
Contractual Term
(in Years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding as of December 31, 2011
|
32,454
|
|
|
$
|
32.98
|
|
|
|
|
|
|||
Granted
|
1,787
|
|
|
$
|
53.54
|
|
|
|
|
|
|||
Exercised
|
(4,565
|
)
|
|
$
|
24.37
|
|
|
|
|
|
|||
Cancelled / forfeited
|
(749
|
)
|
|
$
|
38.73
|
|
|
|
|
|
|||
Outstanding as of June 29, 2012
|
28,927
|
|
|
$
|
35.46
|
|
|
6
|
|
|
$
|
483,522
|
|
Vested and Expected to Vest as of June 29, 2012 (1)
|
28,259
|
|
|
$
|
35.26
|
|
|
6
|
|
|
$
|
478,106
|
|
Exercisable as of June 29, 2012
|
16,245
|
|
|
$
|
30.66
|
|
|
4
|
|
|
$
|
348,082
|
|
(1)
|
The “Expected to Vest” options are the net unvested options that remain after applying the pre-vesting forfeiture rate assumption to total unvested options.
|
|
Number of RSUs / Restricted
Shares (in thousands)
|
|
Weighted-Average
Grant-Date Fair Value
|
|||
Unvested as of December 31, 2011
|
5,979
|
|
|
$
|
37.72
|
|
Granted
|
772
|
|
|
$
|
53.56
|
|
Vested
|
(1,158
|
)
|
|
$
|
31.35
|
|
Forfeited
|
(284
|
)
|
|
$
|
38.15
|
|
Unvested as of June 29, 2012
|
5,309
|
|
|
$
|
41.39
|
|
|
Balance as of
|
|
Paid/
|
|
Balance as of
|
||||||
|
December 31, 2011
|
|
Settled
|
|
June 29, 2012
|
||||||
Restructuring Charges:
|
|
|
|
|
|
||||||
Employee severance and related
|
$
|
116.7
|
|
|
$
|
(79.7
|
)
|
|
$
|
37.0
|
|
Facility exit and related
|
7.5
|
|
|
(4.9
|
)
|
|
2.6
|
|
|||
|
$
|
124.2
|
|
|
$
|
(84.6
|
)
|
|
$
|
39.6
|
|
|
|
||
Balance, December 31, 2011
|
$
|
136.9
|
|
Accruals for warranties issued during the period
|
63.0
|
|
|
Settlements made
|
(64.1
|
)
|
|
Additions due to acquisitions
|
2.1
|
|
|
Effect of foreign currency translation
|
(1.0
|
)
|
|
Balance, June 29, 2012
|
$
|
136.9
|
|
|
Net Earnings
From Continuing
Operations
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
For the Three Months Ended June 29, 2012:
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
600.1
|
|
|
695.6
|
|
|
$
|
0.86
|
|
Adjustment for interest on convertible debentures
|
1.4
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
8.5
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
10.8
|
|
|
|
|||
Diluted EPS
|
$
|
601.5
|
|
|
714.9
|
|
|
$
|
0.84
|
|
For the Three Months Ended July 1, 2011:
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
439.6
|
|
|
667.2
|
|
|
$
|
0.66
|
|
Adjustment for interest on convertible debentures
|
1.6
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
13.5
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
13.9
|
|
|
|
|||
Diluted EPS
|
$
|
441.2
|
|
|
694.6
|
|
|
$
|
0.64
|
|
|
Net Earnings
From Continuing
Operations
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
For the Six Months Ended June 29, 2012:
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
1,120.2
|
|
|
693.5
|
|
|
$
|
1.62
|
|
Adjustment for interest on convertible debentures
|
3.1
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
10.2
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
10.8
|
|
|
|
|||
Diluted EPS
|
$
|
1,123.3
|
|
|
714.5
|
|
|
$
|
1.57
|
|
For the Six Months Ended July 1, 2011:
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
856.3
|
|
|
664.4
|
|
|
$
|
1.29
|
|
Adjustment for interest on convertible debentures
|
3.7
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
13.2
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
13.9
|
|
|
|
|||
Diluted EPS
|
$
|
860.0
|
|
|
691.5
|
|
|
$
|
1.24
|
|
|
Sales
|
|
Operating Profit
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||||||||||
Test & Measurement
|
$
|
856.4
|
|
|
$
|
848.2
|
|
|
$
|
1,702.8
|
|
|
$
|
1,678.7
|
|
|
$
|
184.2
|
|
|
$
|
190.2
|
|
|
$
|
375.8
|
|
|
$
|
362.4
|
|
Environmental
|
763.9
|
|
|
730.6
|
|
|
1,458.5
|
|
|
1,398.6
|
|
|
165.1
|
|
|
158.4
|
|
|
294.2
|
|
|
287.3
|
|
||||||||
Life Sciences & Diagnostics
|
1,583.4
|
|
|
704.8
|
|
|
3,129.3
|
|
|
1,331.4
|
|
|
207.9
|
|
|
34.5
|
|
|
413.8
|
|
|
124.9
|
|
||||||||
Dental
|
498.8
|
|
|
504.7
|
|
|
963.5
|
|
|
968.2
|
|
|
71.6
|
|
|
55.0
|
|
|
130.5
|
|
|
104.5
|
|
||||||||
Industrial Technologies
|
851.0
|
|
|
847.6
|
|
|
1,615.6
|
|
|
1,551.2
|
|
|
190.3
|
|
|
184.4
|
|
|
348.1
|
|
|
340.2
|
|
||||||||
Equity method earnings of Apex joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.0
|
|
|
14.5
|
|
|
32.4
|
|
|
28.9
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|
(27.0
|
)
|
|
(48.7
|
)
|
|
(53.4
|
)
|
||||||||
|
$
|
4,553.5
|
|
|
$
|
3,635.9
|
|
|
$
|
8,869.7
|
|
|
$
|
6,928.1
|
|
|
$
|
811.3
|
|
|
$
|
610.0
|
|
|
$
|
1,546.1
|
|
|
$
|
1,194.8
|
|
•
|
Information Relating to Forward-Looking Statements
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Deterioration of, or instability in, the global economy and financial markets, particularly in Europe, may adversely affect our business and financial statements.
|
•
|
The restructuring actions that we have taken to reduce costs could have long-term adverse effects on our business.
|
•
|
Our growth could suffer if the markets into which we sell our products decline, do not grow as anticipated or experience cyclicality.
|
•
|
We face intense competition and if we are unable to compete effectively, we may experience decreased demand and market share and price reductions for our products.
|
•
|
Our growth depends in part on the timely development and commercialization, and customer acceptance, of new products and product enhancements based on technological innovation.
|
•
|
Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners.
|
•
|
Any inability to consummate acquisitions at our historical rate and at appropriate prices could negatively impact our growth rate and stock price.
|
•
|
Our acquisition of businesses, including our continuing integration of Beckman Coulter, Inc. (“Beckman Coulter”) which we acquired in June 2011, could negatively impact our financial statements.
|
•
|
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and may result in unexpected liabilities.
|
•
|
Divestitures could negatively impact our business and contingent liabilities from businesses that we have sold could adversely affect our financial statements.
|
•
|
Certain of our businesses are subject to extensive regulation by the U.S. Food and Drug Administration (“FDA”) and
|
•
|
The healthcare industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial statements.
|
•
|
Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our financial statements and reputation.
|
•
|
Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial statements and reputation.
|
•
|
We may be required to recognize impairment charges for our goodwill and other intangible assets.
|
•
|
Foreign currency exchange rates may adversely affect our financial statements.
|
•
|
Changes in our tax rates or exposure to additional tax liabilities could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.
|
•
|
We are subject to a variety of litigation and similar proceedings in the course of our business that could adversely affect our financial statements.
|
•
|
If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.
|
•
|
Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
|
•
|
Product defects and unanticipated use or inadequate disclosure with respect to our products could adversely affect our business, reputation and financial statements.
|
•
|
Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could adversely affect our liquidity and financial condition.
|
•
|
Adverse changes in our relationships with, or the financial condition, performance or purchasing patterns of, key distributors and other channel partners could adversely affect our financial statements.
|
•
|
We may incur higher costs to produce our products if commodity prices rise.
|
•
|
If we cannot adjust the purchases required for our manufacturing activities to reflect changing market conditions or customer demand, our profitability may suffer. In addition, our reliance upon sole sources of supply for certain materials and components could cause production interruptions, delays and inefficiencies.
|
•
|
If we cannot adjust our manufacturing capacity to reflect the demand for our products, our profitability may suffer.
|
•
|
Changes in governmental regulations may reduce demand for our products or increase our expenses.
|
•
|
Work stoppages, union and works council campaigns, labor disputes and other matters associated with our labor force could adversely impact our productivity and results of operations.
|
•
|
International economic, political, legal and business factors could negatively affect our financial statements.
|
•
|
If we suffer loss to our facilities, distribution systems or information technology systems due to catastrophe, attacks or other events our operations could be seriously harmed.
|
•
|
Our defined benefit pension plans are subject to financial market risks that could adversely affect our financial statements.
|
•
|
We own a 50% interest in but do not control the Apex Tool Group joint venture, and as a result we may not be able to direct management of the joint venture in a manner that we believe is in Danaher’s best interests.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Test & Measurement
|
$
|
856.4
|
|
|
$
|
848.2
|
|
|
$
|
1,702.8
|
|
|
$
|
1,678.7
|
|
Environmental
|
763.9
|
|
|
730.6
|
|
|
1,458.5
|
|
|
1,398.6
|
|
||||
Life Sciences & Diagnostics
|
1,583.4
|
|
|
704.8
|
|
|
3,129.3
|
|
|
1,331.4
|
|
||||
Dental
|
498.8
|
|
|
504.7
|
|
|
963.5
|
|
|
968.2
|
|
||||
Industrial Technologies
|
851.0
|
|
|
847.6
|
|
|
1,615.6
|
|
|
1,551.2
|
|
||||
Total
|
$
|
4,553.5
|
|
|
$
|
3,635.9
|
|
|
$
|
8,869.7
|
|
|
$
|
6,928.1
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
856.4
|
|
|
$
|
848.2
|
|
|
$
|
1,702.8
|
|
|
$
|
1,678.7
|
|
Operating profit
|
184.2
|
|
|
190.2
|
|
|
375.8
|
|
|
362.4
|
|
||||
Depreciation and amortization
|
32.2
|
|
|
31.4
|
|
|
63.4
|
|
|
63.2
|
|
||||
Operating profit as a % of sales
|
21.5
|
%
|
|
22.4
|
%
|
|
22.1
|
%
|
|
21.6
|
%
|
||||
Depreciation and amortization as a % of sales
|
3.8
|
%
|
|
3.7
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
Components of Sales Change
|
% Change
Three Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
|
% Change
Six Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
||
Existing businesses
|
1.0
|
%
|
|
1.5
|
%
|
Acquisitions
|
1.5
|
%
|
|
1.0
|
%
|
Currency exchange rates
|
(1.5
|
)%
|
|
(1.0
|
)%
|
Total
|
1.0
|
%
|
|
1.5
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
763.9
|
|
|
$
|
730.6
|
|
|
$
|
1,458.5
|
|
|
$
|
1,398.6
|
|
Operating profit
|
165.1
|
|
|
158.4
|
|
|
294.2
|
|
|
287.3
|
|
||||
Depreciation and amortization
|
11.7
|
|
|
11.5
|
|
|
23.3
|
|
|
22.7
|
|
||||
Operating profit as a % of sales
|
21.6
|
%
|
|
21.7
|
%
|
|
20.2
|
%
|
|
20.5
|
%
|
||||
Depreciation and amortization as a % of sales
|
1.5
|
%
|
|
1.6
|
%
|
|
1.6
|
%
|
|
1.6
|
%
|
Components of Sales Change
|
% Change
Three Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
|
% Change
Six Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
||
Existing businesses
|
6.0
|
%
|
|
4.5
|
%
|
Acquisitions
|
2.0
|
%
|
|
2.5
|
%
|
Currency exchange rates
|
(3.5
|
)%
|
|
(2.5
|
)%
|
Total
|
4.5
|
%
|
|
4.5
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
1,583.4
|
|
|
$
|
704.8
|
|
|
$
|
3,129.3
|
|
|
$
|
1,331.4
|
|
Operating profit
|
207.9
|
|
|
34.5
|
|
|
413.8
|
|
|
124.9
|
|
||||
Depreciation and amortization
|
119.4
|
|
|
31.7
|
|
|
237.1
|
|
|
55.8
|
|
||||
Operating profit as a % of sales
|
13.1
|
%
|
|
4.9
|
%
|
|
13.2
|
%
|
|
9.4
|
%
|
||||
Depreciation and amortization as a % of sales
|
7.5
|
%
|
|
4.5
|
%
|
|
7.6
|
%
|
|
4.2
|
%
|
Components of Sales Change
|
% Change
Three Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
|
% Change
Six Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
||
Existing businesses
|
5.0
|
%
|
|
4.0
|
%
|
Acquisitions
|
123.0
|
%
|
|
133.0
|
%
|
Currency exchange rates
|
(3.5
|
)%
|
|
(2.0
|
)%
|
Total
|
124.5
|
%
|
|
135.0
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
498.8
|
|
|
$
|
504.7
|
|
|
$
|
963.5
|
|
|
$
|
968.2
|
|
Operating profit
|
71.6
|
|
|
55.0
|
|
|
130.5
|
|
|
104.5
|
|
||||
Depreciation and amortization
|
22.8
|
|
|
25.1
|
|
|
45.6
|
|
|
47.9
|
|
||||
Operating profit as a % of sales
|
14.4
|
%
|
|
10.9
|
%
|
|
13.5
|
%
|
|
10.8
|
%
|
||||
Depreciation and amortization as a % of sales
|
4.6
|
%
|
|
5.0
|
%
|
|
4.7
|
%
|
|
4.9
|
%
|
Components of Sales Change
|
% Change
Three Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
|
% Change
Six Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
||
Existing businesses
|
5.0
|
%
|
|
3.0
|
%
|
Acquisitions
|
(1.0
|
)%
|
|
—
|
%
|
Currency exchange rates
|
(5.0
|
)%
|
|
(3.5
|
)%
|
Total
|
(1.0
|
)%
|
|
(0.5
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
851.0
|
|
|
$
|
847.6
|
|
|
$
|
1,615.6
|
|
|
$
|
1,551.2
|
|
Operating profit
|
190.3
|
|
|
184.4
|
|
|
348.1
|
|
|
340.2
|
|
||||
Depreciation and amortization
|
19.4
|
|
|
18.5
|
|
|
36.8
|
|
|
31.6
|
|
||||
Operating profit as a % of sales
|
22.4
|
%
|
|
21.8
|
%
|
|
21.5
|
%
|
|
21.9
|
%
|
||||
Depreciation and amortization as a % of sales
|
2.3
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
|
2.0
|
%
|
Components of Sales Change
|
% Change
Three Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
|
% Change
Six Months Ended June 29, 2012 vs.
Comparable 2011 Period
|
||
Existing businesses
|
1.0
|
%
|
|
0.5
|
%
|
Acquisitions
|
3.0
|
%
|
|
6.0
|
%
|
Currency exchange rates
|
(3.5
|
)%
|
|
(2.5
|
)%
|
Total
|
0.5
|
%
|
|
4.0
|
%
|
($ in millions)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
4,553.5
|
|
|
$
|
3,635.9
|
|
|
$
|
8,869.7
|
|
|
$
|
6,928.1
|
|
Cost of sales
|
(2,198.0
|
)
|
|
(1,718.3
|
)
|
|
(4,278.7
|
)
|
|
(3,261.7
|
)
|
||||
Gross profit
|
2,355.5
|
|
|
1,917.6
|
|
|
4,591.0
|
|
|
3,666.4
|
|
||||
Gross profit margin
|
51.7
|
%
|
|
52.7
|
%
|
|
51.8
|
%
|
|
52.9
|
%
|
($ in millions)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2012
|
|
July 1, 2011
|
|
June 29, 2012
|
|
July 1, 2011
|
||||||||
Sales
|
$
|
4,553.5
|
|
|
$
|
3,635.9
|
|
|
$
|
8,869.7
|
|
|
$
|
6,928.1
|
|
Selling, general and administrative (“SG&A”) expenses
|
1,278.6
|
|
|
1,088.4
|
|
|
2,523.5
|
|
|
2,051.6
|
|
||||
Research and development (“R&D”) expenses
|
283.6
|
|
|
233.7
|
|
|
553.7
|
|
|
448.9
|
|
||||
SG&A as a % of sales
|
28.1
|
%
|
|
29.9
|
%
|
|
28.5
|
%
|
|
29.6
|
%
|
||||
R&D as a % of sales
|
6.2
|
%
|
|
6.4
|
%
|
|
6.2
|
%
|
|
6.5
|
%
|
($ in millions)
|
Six Months Ended
|
||||||
|
June 29, 2012
|
|
July 1, 2011
|
||||
Total operating cash flows from continuing operations
|
$
|
1,695.9
|
|
|
$
|
1,227.7
|
|
Payments for additions to property, plant and equipment
|
(228.6
|
)
|
|
(105.1
|
)
|
||
Cash paid for acquisitions
|
(945.1
|
)
|
|
(6,056.3
|
)
|
||
Proceeds from the sale of discontinued operations
|
337.5
|
|
|
680.1
|
|
||
Other sources (uses), net
|
14.1
|
|
|
(1.1
|
)
|
||
Net cash used in investing activities
|
(822.1
|
)
|
|
(5,482.4
|
)
|
||
Proceeds from the issuance of common stock
|
104.3
|
|
|
1,050.3
|
|
||
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)
|
(310.0
|
)
|
|
462.1
|
|
||
Proceeds of borrowings (maturities longer than 90 days)
|
—
|
|
|
1,785.8
|
|
||
Repayments of borrowings (maturities longer than 90 days)
|
(2.2
|
)
|
|
(2.0
|
)
|
||
Payment of dividends
|
(34.7
|
)
|
|
(27.0
|
)
|
||
Net cash (used in) provided by financing activities
|
(242.6
|
)
|
|
3,269.2
|
|
•
|
Operating cash flows from continuing operations, a key source of the Company’s liquidity, increased
$468 million
, or approximately
38%
, during the first half of
2012
as compared to the first half of
2011
.
|
•
|
Cash paid for acquisitions constituted the most significant use of cash during the first half of
2012
. The Company acquired
eight
businesses during the first half of
2012
for total consideration (net of cash acquired) of approximately
$945 million
.
|
•
|
In January 2012, the Company completed the sale of its ASI business and, in February 2012, the Company completed the sale of its KEO business. Aggregate cash proceeds in the first half of
2012
in connection with the completed sales were
$337 million
.
|
•
|
The Company repaid approximately
$310 million
of borrowings in the period primarily related to commercial paper borrowings.
|
•
|
The Company’s
2011
restructuring activities used approximately
$85 million
in cash during the first half of
2012
.
|
•
|
As of
June 29, 2012
, the Company held approximately
$1.1 billion
of cash and cash equivalents.
|
•
|
Earnings from continuing operations increased by
$264 million
in the first half of
2012
as compared to the first half of
2011
.
|
•
|
Earnings for the first half of
2012
reflected an increase of
$186 million
of depreciation and amortization expense as compared to the comparable period of
2011
. The increase in amortization expense primarily relates to the amortization of intangible assets acquired in connection with the Beckman Coulter acquisition. The increase in depreciation expense results from the fact that a majority of the Beckman Coulter customers enter into operating-type lease arrangements for the use of the business’ instrumentation and each new operating-type lease arrangement entered into increases the Company’s depreciable assets. The increased depreciation and amortization expense decreases earnings without a corresponding impact to operating cash flow.
|
•
|
The aggregate of trade accounts receivable, inventory and trade accounts payable provided
$38 million
in operating cash flows during the first half of
2012
, compared to the comparable period of
2011
during which these items used
$5 million
in operating cash flows. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventory and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials to the collection of cash from its customers.
|
•
|
Cash income tax payments from continuing operations, was approximately $10 million higher during the first half of
2012
as compared to the first half of
2011
.
|
(a)
|
Exhibits:
|
(1)
|
Incorporated by reference from Exhibit 3.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089).
|
(2)
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on May 9, 2012.
|
(3)
|
See Note 11, “Net Earnings Per Share from Continuing Operations”, to our Consolidated Condensed Financial Statements.
|
(4)
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets as of
June 29, 2012
and
December 31, 2011
, (ii) Consolidated Condensed Statements of Earnings for the
three and six
months ended
June 29, 2012
and
July 1, 2011
, (iii) Consolidated Condensed Statements of Comprehensive Income for the
three and six
months ended
June 29, 2012
and
July 1, 2011
, (iv) Consolidated Condensed Statement of Stockholders’ Equity for the
six
months ended
June 29, 2012
, (v) Consolidated Condensed Statements of Cash Flows for the
six
months ended
June 29, 2012
and
July 1, 2011
, and (vi) Notes to Consolidated Condensed Financial Statements.
|
|
|
|
DANAHER CORPORATION:
|
|
|
|
|
|
|
Date:
|
July 18, 2012
|
|
By:
|
/s/ Daniel L. Comas
|
|
|
|
Daniel L. Comas
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
July 18, 2012
|
|
By:
|
/s/ Robert S. Lutz
|
|
|
|
Robert S. Lutz
|
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
I.
|
The total number of shares of stock which the Corporation shall have authority to issue is 2,015,000,000 shares of which 2,000,000,000 shares, $.01 par value per share, shall be of a class designated "Common Stock" and of which 15,000,000 shares, without par value, shall be designated "Preferred Stock".
|
II.
|
The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, and, by filing a certificate pursuant to the GCL, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
|
A.
|
The number of shares constituting that series and the distinctive designation of that series;
|
B.
|
The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and whether they shall be payable in preference to, or in another relation to, the dividends payable on any other class or classes or series of stock;
|
C.
|
Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
|
D.
|
Whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;
|
E.
|
Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions or such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption which amount may vary under different conditions and at different redemption dates;
|
F.
|
Whether that series shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of that series, and, if so, the terms and amounts of such sinking fund;
|
G.
|
The right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation;
|
H.
|
The right of the shares of that series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and whether such rights shall be in preference to, or in another relation to, the comparable rights of any other class or classes or series of stock; and
|
I.
|
Any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series.
|
III.
|
Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock.
|
IV.
|
Subject to the provisions of any applicable law, or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation.
|
V.
|
Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.
|
VI.
|
Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.
|
VII.
|
The number of authorized shares of any class may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote.
|
I.
|
The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three directors. The exact number shall be determined from time to time by resolution adopted by the affirmative vote of the Board of Directors.
|
II.
|
Except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including without limitation the vote required for any action by the Board of Directors, and that from time to time shall affect the directors power to manage the business and affairs of the Corporation; and no By- laws shall be adopted by stockholders which shall impair or impede the implementation of the foregoing.
|
/s/ James F. O'Reilly
|
Name: James F. O'Reilly
|
Title: Secretary
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 18, 2012
|
|
/s/ H. Lawrence Culp, Jr.
|
|
|
|
|
Name:
|
H. Lawrence Culp, Jr.
|
|
|
|
Title:
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 18, 2012
|
|
/s/ Daniel L. Comas
|
|
|
|
|
Name:
|
Daniel L. Comas
|
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
July 18, 2012
|
By:
|
/s/ H. Lawrence Culp, Jr.
|
|
|
Name:
|
H. Lawrence Culp, Jr.
|
|
|
Title:
|
President and Chief Executive Officer
|
Date:
|
July 18, 2012
|
By:
|
/s/ Daniel L. Comas
|
|
|
Name:
|
Daniel L. Comas
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|