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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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59-1995548
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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2200 Pennsylvania Ave. 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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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock $.01 par value
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New York Stock Exchange
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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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¨
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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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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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delivering sales growth, excluding the impact of acquired businesses, in excess of the overall market growth for the types of products and services we provide;
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upper quartile financial performance compared to our peer companies; and
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upper quartile cash flow generation from operations compared to our peer companies.
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For the Years Ended December 31
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2012
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2011
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2010
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Test & Measurement
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19
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%
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21
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%
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23
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%
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Environmental
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17
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%
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18
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%
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22
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%
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Life Sciences & Diagnostics
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35
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%
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29
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%
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18
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%
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Dental
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11
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%
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13
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%
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15
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%
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Industrial Technologies
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18
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%
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19
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%
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20
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%
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Businesses contributed to the Apex joint venture
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—
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—
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2
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%
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•
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Professional test tools.
Our instruments business designs, manufactures, and markets a variety of compact professional test tools, thermal imaging and calibration equipment for electrical, industrial, electronic and calibration applications. These test products measure voltage, current, resistance, power quality, frequency, pressure, temperature and air quality. Typical users of these products include electrical engineers, electricians, electronic technicians, medical technicians, and industrial maintenance professionals.
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•
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General purpose test instruments.
Our instruments business also offers general purpose test products and video test, measurement and monitoring products used in electronic design, manufacturing and advanced technology development.
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◦
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The business’ general purpose test products, including oscilloscopes, logic analyzers, signal sources and spectrum analyzers, are used to capture, display and analyze streams of electrical data. We sell these products into a variety of industries with significant electronic content, including the communications, computer, consumer electronics, education, military/aerospace and semiconductor industries. Typical users of these products include research and development engineers who use our general purpose test products to design,
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Our video test products include waveform monitors, video signal generators, compressed digital video test products and other test and measurement equipment used to enhance a viewer’s video experience. Typical users of these products include video equipment manufacturers, content developers and traditional television broadcasters.
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a wide range of analytical instruments, related consumables, and associated services that detect and measure chemical, physical, and microbiological parameters in ultra pure water, potable water, wastewater, groundwater and ocean water;
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ultraviolet disinfection systems, which disinfect billions of gallons of municipal, industrial and consumer water every day in more than 35 countries; and
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industrial water treatment solutions, including chemical treatment solutions intended to address corrosion, scaling and biological growth problems in boiler, cooling water and industrial wastewater applications as well as associated analytical services.
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environmental monitoring and leak detection systems;
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vapor recovery equipment;
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fuel dispensers;
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point-of-sale and secure electronic payment technologies for retail petroleum stations;
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submersible turbine pumps; and
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remote monitoring and outsourced fuel management services, including compliance services, fuel system maintenance, and inventory planning and supply chain support.
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Our chemistry systems use electrochemical detection and chemical reactions with patient samples to detect and quantify substances of diagnostic interest in blood, urine and other body fluids. Commonly performed tests include glucose, cholesterol, triglycerides, electrolytes, proteins and enzymes, as well as tests to detect urinary tract infections and kidney and bladder disease.
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•
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Our immunoassay systems also detect and quantify chemical substances of diagnostic interest in body fluids, particularly in circumstances where more specialized diagnosis is required. Commonly performed immunoassay tests assess thyroid function, screen and monitor for cancer and cardiac risk and provide important information in fertility and reproductive testing.
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Our cellular analysis business includes hematology and flow cytometry products. The business’ hematology systems use principles of physics, optics, electronics and chemistry to separate cells of diagnostic interest and then quantify and characterize them, allowing clinicians to study formed elements in blood (such as red and white blood cells and platelets). The business’ flow cytometry products rapidly sort, identify, categorize and characterize multiple types of cells in suspension, allowing clinicians to determine cell types and characteristics and analyze specific cell populations based on molecular differences. The business also offers genome profiling services.
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We also offer systems and workflow solutions that allow laboratories to automate a number of steps from the pre-analytical through post-analytical stages including sample barcoding/information tracking, centrifugation, aliquotting, storage and conveyance. These systems along with the analyzers described above are controlled through laboratory level software that enables laboratory managers to monitor samples, results and lab efficiency.
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laser scanning (confocal) microscopes;
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compound microscopes and related equipment;
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surgical and other stereo microscopes;
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specimen preparation products for electron microscopy; and
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digital pathology solutions, including scanners, software and related services.
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orthodontic bracket systems and lab products;
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impression, bonding and restorative materials;
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endodontic systems and related consumables;
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infection prevention products;
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implant systems;
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diamond and carbide rotary instruments;
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digital imaging and other visualization and magnification systems;
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air and electric handpieces and associated consumables; and
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treatment units.
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We provide a variety of equipment used to print bar codes, date codes, lot codes and other information on primary and secondary packaging. Our equipment can apply high-quality alphanumeric codes, logos and graphics to a wide range of surfaces at a variety of line speeds, angles and locations on a product or package.
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We are a leading global supplier of integrated solutions for packaging, sign and display finishing, commercial printing and professional publishing. We provide software for artwork creation, structural design, workflow automation, quality assurance and online collaboration, flexo computer-to-plate imagers and digital finishing systems.
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We provide innovative color solutions through measurement systems, software, color standards and related services. Our expertise in inspiring, selecting, measuring, formulating, communicating and matching color helps users improve the quality and effectiveness of their products and reduce costs.
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standard and custom motors;
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drives;
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controls; and
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mechanical components (such as ball screws, linear bearings, clutches/brakes, and linear actuators).
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As of December 31
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2012
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2011
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||||
Test & Measurement
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$
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621
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$
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715
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Environmental
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417
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378
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Life Sciences & Diagnostics
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490
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455
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Dental
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58
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64
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Industrial Technologies
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602
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555
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Total
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$
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2,188
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$
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2,167
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Year Ended December 31
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2012
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2011
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2010
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||||||
Test & Measurement
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$
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335
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$
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312
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$
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258
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Environmental
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155
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153
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136
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Life Sciences & Diagnostics
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418
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341
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193
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Dental
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76
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78
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73
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Industrial Technologies
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154
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135
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111
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Businesses contributed to the Apex joint venture
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—
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—
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3
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Total
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$
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1,138
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$
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1,019
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$
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774
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•
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Establishment Registration
. We must register with the FDA each facility where regulated products are developed or manufactured. The FDA periodically inspects these facilities.
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Marketing Authorization
. We must obtain FDA authorization to begin marketing a regulated, non-exempted product in the United States. For some of our products, this authorization is obtained by submitting a 510(k) pre-market notification, which generally provides data on the performance of the product to allow the FDA to determine substantial equivalence to a product already in commercial distribution in the United States. Other of our products must go through a formal pre-market approval process which includes the review of non-clinical laboratory studies and clinical investigations, as well as an inspection by the FDA prior to market approval.
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Quality Systems
. We are required to establish a quality system that includes procedures for ensuring regulated products are developed, manufactured and distributed in accordance with specified standards. We also must establish procedures for investigating and responding to customer complaints regarding the performance of regulated products.
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Labeling
. The labeling for the products must contain specified information. In some cases, the FDA must review and approve the labeling and any quality assurance protocols specified in the labeling.
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Imports and Exports
. The FDCA establishes requirements for importing products into and exporting products from the United States. In general, any limitations on importing and exporting products apply only to products that have not received marketing authorization.
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Post-Market Reporting
. After regulated products have been distributed to customers, we may receive product complaints requiring us to investigate and report to the FDA certain events involving the products. We also must notify the FDA when we conduct recalls involving our products.
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The Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a federal health care program, such as Medicare or Medicaid.
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The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) prohibits knowingly and willfully (1) executing a scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use
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The Physician Payments Sunshine Act requires manufacturers of medical devices covered under Medicare and Medicaid to record transfers of value to physicians and teaching hospitals and to report this data beginning in 2013 to the Centers for Medicare and Medicaid Services for subsequent public disclosure. Similar reporting requirements have also been enacted on the state level, and an increasing number of countries worldwide either have adopted or are considering similar laws requiring transparency of interactions with health care professionals.
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The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery.
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the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls, which, among other things, imposes license requirements on the export from the United States of defense articles and defense services (which are items specifically designed or adapted for a military application and/or listed on the United States Munitions List);
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the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which, among other things, impose licensing requirements on the export or re-export of certain dual-use goods, technology and software (which are items that potentially have both commercial and military applications);
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the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on United States foreign policy and national security considerations; and
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the import regulatory activities of the U.S. Customs and Border Protection.
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Year Ended December 31
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|||||||
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2012
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2011
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2010
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Test & Measurement
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48
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%
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52
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%
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49
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%
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Environmental
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55
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%
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57
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%
|
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53
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%
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Life Sciences & Diagnostics
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64
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%
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66
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%
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70
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%
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Dental
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54
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%
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|
56
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%
|
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58
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%
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Industrial Technologies
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56
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%
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57
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%
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|
55
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%
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Businesses contributed to the Apex joint venture
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—
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—
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22
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%
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Total percentage of revenue derived from customers outside of the United States
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57
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%
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58
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%
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55
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%
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Year Ended December 31
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|||||||
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2012
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2011
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2010
|
|||
Test & Measurement
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19
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%
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17
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%
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17
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%
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Environmental
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39
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%
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44
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%
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44
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%
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Life Sciences & Diagnostics
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45
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%
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|
31
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%
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|
85
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%
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Dental
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34
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%
|
|
35
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%
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|
34
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%
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Industrial Technologies
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38
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%
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37
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%
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24
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%
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Total percentage of long-lived assets located outside of the United States
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37
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%
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31
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%
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38
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%
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•
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reducing demand for our products and services, limiting the financing available to our customers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;
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increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;
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increasing price competition in our served markets;
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resulting in supply interruptions, which could disrupt our ability to produce our products;
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increasing the risk of impairment of goodwill and other long-lived assets; and
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increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us.
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correctly identify customer needs and preferences and predict future needs and preferences;
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allocate our research and development funding to products with higher growth prospects;
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anticipate and respond to our competitors' development of new products and technological innovations;
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differentiate our offerings from our competitors' offerings and avoid product commoditization;
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innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets;
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obtain adequate intellectual property rights with respect to key technologies before our competitors do;
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successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time;
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obtain necessary regulatory approvals of appropriate scope, including with respect to medical device products by demonstrating satisfactory clinical results where applicable; and
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convince customers to adopt new technologies.
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Any acquired business, technology, service or product could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable.
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We may incur or assume significant debt in connection with our acquisitions.
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Acquisitions could cause our financial results to differ from our own or the investment community's expectations in any given period, or over the long-term.
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Pre-closing and post-closing acquisition-related earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period.
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Acquisitions could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address.
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We could experience difficulty in integrating personnel, operations and financial and other systems and retaining key employees and customers.
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We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition.
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We may assume by acquisition unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company's activities. The realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations.
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In connection with acquisitions, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results.
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As a result of our acquisitions, we have recorded significant goodwill and other intangible assets on our balance sheet. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets.
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Many of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for healthcare products and services and research activities. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), healthcare austerity measures in Europe and other potential healthcare reform changes and government austerity
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•
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Beginning in 2013, the PPACA imposes a 2.3% excise tax on any entity that manufactures or imports medical devices offered for sale in the United States as well as new reporting and disclosure requirements on medical device manufacturers.
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Governmental and private healthcare providers and payors around the world are increasingly utilizing managed care for the delivery of healthcare services, forming group purchasing organizations to improve their purchasing leverage and using competitive bid processes to procure healthcare products and services.
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We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies. In other circumstances, we may be required to obtain an export license before exporting the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory.
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We also have agreements to sell products and services to government entities and are subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing and other terms and conditions that are not applicable to private contracts. Our agreements with government entities may be subject to termination, reduction or modification at the convenience of the government or in the event of changes in government requirements, reductions in federal spending and other factors, and we may underestimate our costs of performing under the contract. Government contracts that have been awarded to us following a bid process could become the subject of a bid protest by a losing bidder, which could result in loss of the contract. We are also subject to investigation and audit for compliance with the requirements governing government contracts.
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interruption in the transportation of materials to us and finished goods to our customers;
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differences in terms of sale, including payment terms;
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local product preferences and product requirements;
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•
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changes in a country's or region's political or economic conditions (including safety and health issues and actual or anticipated default on sovereign debt);
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•
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trade protection measures and import or export restrictions and requirements;
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•
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unexpected changes in laws or regulatory requirements, including negative changes in tax laws;
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•
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limitations on ownership and on repatriation of earnings and cash;
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•
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the potential for nationalization of enterprises;
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•
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changes in medical reimbursement policies and programs;
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•
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limitations on legal rights and our ability to enforce such rights;
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•
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difficulty in staffing and managing widespread operations;
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•
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differing labor regulations;
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difficulties in implementing restructuring actions on a timely or comprehensive basis; and
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•
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differing protection of intellectual property.
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•
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Test & Measurement, 40;
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•
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Environmental, 42;
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•
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Life Sciences & Diagnostics, 74;
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•
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Dental, 29; and
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•
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Industrial Technologies, 57.
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Name
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Age
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Position
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|
Officer Since
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Steven M. Rales
|
|
61
|
|
Chairman of the Board
|
|
1984
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Mitchell P. Rales
|
|
56
|
|
Chairman of the Executive Committee
|
|
1984
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H. Lawrence Culp, Jr.
|
|
49
|
|
Chief Executive Officer and President
|
|
1995
|
Daniel L. Comas
|
|
49
|
|
Executive Vice President and Chief Financial Officer
|
|
1996
|
William K. Daniel II
|
|
48
|
|
Executive Vice President
|
|
2006
|
Thomas P. Joyce, Jr.
|
|
52
|
|
Executive Vice President
|
|
2002
|
James A. Lico
|
|
47
|
|
Executive Vice President
|
|
2002
|
James H. Ditkoff
|
|
66
|
|
Senior Vice President – Finance and Tax
|
|
1991
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Jonathan P. Graham
|
|
52
|
|
Senior Vice President – General Counsel
|
|
2006
|
Angela S. Lalor
|
|
47
|
|
Senior Vice President – Human Resources
|
|
2012
|
Robert S. Lutz
|
|
55
|
|
Senior Vice President – Chief Accounting Officer
|
|
2002
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Daniel A. Raskas
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46
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Senior Vice President – Corporate Development
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2004
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|
2012
|
|
2011
|
||||||||||||||||||||
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High
|
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Low
|
|
Dividends
Per Share
|
|
High
|
|
Low
|
|
Dividends
Per Share
|
||||||||||||
First quarter
|
$
|
55.92
|
|
|
$
|
48.24
|
|
|
$
|
0.025
|
|
|
$
|
52.52
|
|
|
$
|
45.99
|
|
|
$
|
0.020
|
|
Second quarter
|
$
|
55.99
|
|
|
$
|
49.75
|
|
|
$
|
0.025
|
|
|
$
|
55.72
|
|
|
$
|
51.11
|
|
|
$
|
0.020
|
|
Third quarter
|
$
|
55.61
|
|
|
$
|
49.48
|
|
|
$
|
0.025
|
|
|
$
|
55.02
|
|
|
$
|
40.52
|
|
|
$
|
0.025
|
|
Fourth quarter
|
$
|
56.80
|
|
|
$
|
51.39
|
|
|
$
|
0.050
|
|
|
$
|
50.86
|
|
|
$
|
40.42
|
|
|
$
|
0.025
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
||||||||||
Sales
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
|
$
|
10,516.7
|
|
|
$
|
11,980.6
|
|
|
Operating profit
|
3,165.1
|
|
|
2,617.2
|
|
|
2,049.6
|
|
|
1,439.7
|
|
|
1,758.1
|
|
|
|||||
Net earnings from continuing operations
|
2,299.3
|
|
|
1,935.3
|
|
|
1,718.2
|
|
(c)
|
1,087.0
|
|
|
1,248.2
|
|
|
|||||
Earnings from discontinued operations, net of income taxes
|
92.9
|
|
(a)
|
237.0
|
|
(b)
|
74.8
|
|
|
64.7
|
|
|
69.4
|
|
|
|||||
Net earnings
|
2,392.2
|
|
(a)
|
2,172.3
|
|
(b)
|
1,793.0
|
|
(c)
|
1,151.7
|
|
|
1,317.6
|
|
|
|||||
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.32
|
|
|
$
|
2.86
|
|
|
$
|
2.63
|
|
(c)
|
$
|
1.69
|
|
|
$
|
1.95
|
|
|
Diluted
|
3.23
|
|
|
2.77
|
|
|
2.53
|
|
(c)
|
1.63
|
|
|
1.87
|
|
|
|||||
Net earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.13
|
|
(a)
|
$
|
0.35
|
|
(b)
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
Diluted
|
0.13
|
|
(a)
|
0.34
|
|
(b)
|
0.11
|
|
|
0.10
|
|
|
0.10
|
|
|
|||||
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.45
|
|
(a)
|
$
|
3.21
|
|
(b)
|
2.74
|
|
(c)
|
$
|
1.80
|
|
*
|
$
|
2.06
|
|
|
|
Diluted
|
3.36
|
|
(a)
|
3.11
|
|
(b)
|
2.64
|
|
(c)
|
1.73
|
|
|
1.98
|
|
*
|
|||||
Dividends per share
|
$
|
0.13
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
Total assets
|
$
|
32,941.0
|
|
|
$
|
29,949.5
|
|
|
$
|
22,217.1
|
|
|
$
|
19,595.4
|
|
|
$
|
17,490.1
|
|
|
Total debt
|
$
|
5,343.1
|
|
|
$
|
5,305.2
|
|
|
$
|
2,824.7
|
|
|
$
|
2,933.2
|
|
|
$
|
2,619.3
|
|
|
(a)
|
Includes $149 million ($94 million after-tax or $0.13 per diluted share) gain on sale of the Company’s Accu-Sort and Kollmorgen Electro-Optical businesses. Refer to Note 3 of the Notes to the Consolidated Financial Statements for additional information.
|
(b)
|
Includes $328 million ($202 million after-tax or $0.29 per diluted share) gain on sale of the Company’s Pacific Scientific Aerospace business. Refer to Note 3 of the Notes to the Consolidated Financial Statements for additional information.
|
(c)
|
Includes $291 million ($232 million after-tax or $0.34 per diluted share) gain on contribution of certain of the Company’s hand tools businesses to the Apex Tool Group, LLC joint venture. Refer to Note 4 of the Notes to the Consolidated Financial Statements for additional information.
|
*
|
Net earnings per share amounts do not add due to rounding.
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Critical Accounting Estimates
|
•
|
New Accounting Standards
|
|
For the Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Test & Measurement
|
$
|
3,381.0
|
|
|
$
|
3,390.9
|
|
|
$
|
2,832.9
|
|
Environmental
|
3,063.5
|
|
|
2,939.6
|
|
|
2,738.0
|
|
|||
Life Sciences & Diagnostics
|
6,485.1
|
|
|
4,627.4
|
|
|
2,298.3
|
|
|||
Dental
|
2,022.9
|
|
|
2,011.2
|
|
|
1,824.6
|
|
|||
Industrial Technologies
|
3,307.9
|
|
|
3,121.4
|
|
|
2,540.6
|
|
|||
Businesses contributed to Apex joint venture
|
—
|
|
|
—
|
|
|
315.6
|
|
|||
Total
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
|
For the Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
3,381.0
|
|
|
$
|
3,390.9
|
|
|
$
|
2,832.9
|
|
Operating profit
|
701.2
|
|
|
751.2
|
|
|
572.9
|
|
|||
Depreciation and amortization
|
132.3
|
|
|
126.6
|
|
|
107.8
|
|
|||
Restructuring and other related charges
|
22.2
|
|
|
18.8
|
|
|
—
|
|
|||
Operating profit as a % of sales
|
20.7
|
%
|
|
22.2
|
%
|
|
20.2
|
%
|
|||
Depreciation and amortization as a % of sales
|
3.9
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
|||
Restructuring and other related charges as a % of sales
|
0.7
|
%
|
|
0.6
|
%
|
|
—
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||
Existing businesses
|
(1.5
|
)%
|
|
9.5
|
%
|
Acquisitions
|
2.0
|
%
|
|
8.0
|
%
|
Currency exchange rates
|
(1.0
|
)%
|
|
2.0
|
%
|
Total
|
(0.5
|
)%
|
|
19.5
|
%
|
|
For the Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
3,063.5
|
|
|
$
|
2,939.6
|
|
|
$
|
2,738.0
|
|
Operating profit
|
652.5
|
|
|
622.7
|
|
|
564.3
|
|
|||
Depreciation and amortization
|
48.9
|
|
|
45.9
|
|
|
45.9
|
|
|||
Restructuring and other related charges
|
8.0
|
|
|
7.5
|
|
|
—
|
|
|||
Operating profit as a % of sales
|
21.3
|
%
|
|
21.2
|
%
|
|
20.6
|
%
|
|||
Depreciation and amortization as a % of sales
|
1.6
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
|||
Restructuring and other related charges as a % of sales
|
0.3
|
%
|
|
0.3
|
%
|
|
—
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||
Existing businesses
|
3.5
|
%
|
|
4.0
|
%
|
Acquisitions
|
2.5
|
%
|
|
1.5
|
%
|
Currency exchange rates
|
(2.0
|
)%
|
|
2.0
|
%
|
Total
|
4.0
|
%
|
|
7.5
|
%
|
|
For the Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
6,485.1
|
|
|
$
|
4,627.4
|
|
|
$
|
2,298.3
|
|
Operating profit
|
861.1
|
|
|
402.3
|
|
|
227.9
|
|
|||
Depreciation and amortization
|
478.2
|
|
|
297.2
|
|
|
90.7
|
|
|||
Restructuring and other related charges
|
51.5
|
|
|
100.9
|
|
|
—
|
|
|||
Operating profit as a % of sales
|
13.3
|
%
|
|
8.7
|
%
|
|
9.9
|
%
|
|||
Depreciation and amortization as a % of sales
|
7.4
|
%
|
|
6.4
|
%
|
|
3.9
|
%
|
|||
Restructuring and other related charges as a % of sales
|
0.8
|
%
|
|
2.2
|
%
|
|
—
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||
Existing businesses
|
4.5
|
%
|
|
7.0
|
%
|
Acquisitions
|
37.5
|
%
|
|
91.0
|
%
|
Currency exchange rates
|
(2.0
|
)%
|
|
3.5
|
%
|
Total
|
40.0
|
%
|
|
101.5
|
%
|
|
For the Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
2,022.9
|
|
|
$
|
2,011.2
|
|
|
$
|
1,824.6
|
|
Operating profit
|
293.1
|
|
|
236.1
|
|
|
203.3
|
|
|||
Depreciation and amortization
|
92.4
|
|
|
94.0
|
|
|
81.7
|
|
|||
Restructuring and other related charges
|
9.8
|
|
|
28.3
|
|
|
—
|
|
|||
Operating profit as a % of sales
|
14.5
|
%
|
|
11.7
|
%
|
|
11.1
|
%
|
|||
Depreciation and amortization as a % of sales
|
4.6
|
%
|
|
4.7
|
%
|
|
4.5
|
%
|
|||
Restructuring and other related charges as a % of sales
|
0.5
|
%
|
|
1.4
|
%
|
|
—
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||
Existing businesses
|
3.5
|
%
|
|
4.5
|
%
|
Acquisitions
|
0.5
|
%
|
|
2.5
|
%
|
Currency exchange rates
|
(3.5
|
)%
|
|
3.0
|
%
|
Total
|
0.5
|
%
|
|
10.0
|
%
|
|
For the Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
3,307.9
|
|
|
$
|
3,121.4
|
|
|
$
|
2,540.6
|
|
Operating profit
|
685.6
|
|
|
655.0
|
|
|
513.3
|
|
|||
Depreciation and amortization
|
80.8
|
|
|
65.8
|
|
|
51.5
|
|
|||
Restructuring and other related charges
|
29.1
|
|
|
23.8
|
|
|
—
|
|
|||
Operating profit as a % of sales
|
20.7
|
%
|
|
21.0
|
%
|
|
20.2
|
%
|
|||
Depreciation and amortization as a % of sales
|
2.4
|
%
|
|
2.1
|
%
|
|
2.0
|
%
|
|||
Restructuring and other related charges as a % of sales
|
0.9
|
%
|
|
0.8
|
%
|
|
—
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||
Existing businesses
|
1.5
|
%
|
|
11.5
|
%
|
Acquisitions
|
6.5
|
%
|
|
9.5
|
%
|
Currency exchange rates
|
(2.0
|
)%
|
|
2.0
|
%
|
Total
|
6.0
|
%
|
|
23.0
|
%
|
|
For the Year Ended December 31
|
||||||||||
($ in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
Cost of sales
|
8,846.1
|
|
|
7,913.9
|
|
|
6,145.5
|
|
|||
Gross profit
|
9,414.3
|
|
|
8,176.6
|
|
|
6,404.5
|
|
|||
Gross profit margin
|
51.6
|
%
|
|
50.8
|
%
|
|
51.0
|
%
|
|
For the Year Ended December 31
|
||||||||||
($ in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
Selling, general and administrative (“SG&A”) expenses
|
5,181.2
|
|
|
4,607.7
|
|
|
3,603.7
|
|
|||
Research and development (“R&D”) expenses
|
1,137.9
|
|
|
1,018.5
|
|
|
774.0
|
|
|||
SG&A as a % of sales
|
28.4
|
%
|
|
28.6
|
%
|
|
28.7
|
%
|
|||
R&D as a % of sales
|
6.2
|
%
|
|
6.3
|
%
|
|
6.2
|
%
|
|
For the Years Ended December 31
|
||||||||||
($ in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Total operating cash flows provided by continuing operations
|
$
|
3,502.1
|
|
|
$
|
2,732.1
|
|
|
$
|
2,018.7
|
|
|
|
|
|
|
|
||||||
Payments for additions to property, plant and equipment
|
$
|
(458.3
|
)
|
|
$
|
(334.5
|
)
|
|
$
|
(191.1
|
)
|
Cash paid for acquisitions
|
(1,796.8
|
)
|
|
(6,210.8
|
)
|
|
(2,129.7
|
)
|
|||
Proceeds from sale of discontinued operations
|
337.5
|
|
|
680.1
|
|
|
—
|
|
|||
Other sources
|
30.0
|
|
|
17.9
|
|
|
31.9
|
|
|||
Net cash used in investing activities
|
$
|
(1,887.6
|
)
|
|
$
|
(5,847.3
|
)
|
|
$
|
(2,288.9
|
)
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of common stock
|
$
|
212.0
|
|
|
$
|
1,112.5
|
|
|
$
|
178.4
|
|
Purchase of treasury stock
|
(648.4
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(61.5
|
)
|
|
(1,602.4
|
)
|
|
(9.4
|
)
|
|||
Proceeds from public debt offerings
|
—
|
|
|
1,785.8
|
|
|
—
|
|
|||
Net proceeds from borrowings with maturities of less than 90 days
|
195.9
|
|
|
854.0
|
|
|
—
|
|
|||
Payment of dividends
|
(86.4
|
)
|
|
(61.3
|
)
|
|
(52.2
|
)
|
|||
Net cash (used in) provided by financing activities
|
$
|
(388.4
|
)
|
|
$
|
2,088.6
|
|
|
$
|
116.8
|
|
•
|
Operating cash flows from continuing operations, a key source of the Company’s liquidity, increased
$770 million
, or approximately
28%
, during
2012
as compared to
2011
.
|
•
|
Cash paid for acquisitions constituted the most significant use of cash during
2012
. The Company acquired
fourteen
businesses during
2012
for total consideration (net of cash acquired) of approximately
$1.8 billion
.
|
•
|
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
2012
in connection with the completed sales were
$337 million
.
|
•
|
The Company repurchased approximately
12.5 million
shares of Company common stock in open market transactions at a cost of
$648 million
and an average price of approximately $52 per share.
|
•
|
The Company contributed approximately
$55 million
in cash to the Company’s U.S. defined benefit pension plan and approximately
$53 million
to the Company’s non-U.S. defined benefit pension plans during
2012
.
|
•
|
The Company’s
2012
and
2011
restructuring activities used $140 million in cash during
2012
.
|
•
|
As of
December 31, 2012
, the Company held approximately
$1.7 billion
of cash and cash equivalents.
|
•
|
Earnings from continuing operations increased by
$364 million
in
2012
as compared to
2011
.
|
•
|
Earnings for
2012
reflected an increase of
$205 million
of depreciation and amortization expense as compared to
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 flows.
|
•
|
The aggregate of trade accounts receivable, inventories and trade accounts payable provided
$47 million
in operating cash flows during
2012
, a
$16 million
decline compared to
2011
during which these items provided
$63 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 and components to the collection of cash from its customers.
|
•
|
Cash income tax payments from continuing operations increased by $52 million during
2012
as compared to
2011
. Net cash payments for income taxes from continuing operations totaled $355 million and $303 million in
2012
and
2011
, respectively.
|
•
|
$1.2 billion
of outstanding U.S. dollar and Euro denominated commercial paper;
|
•
|
$660 million
(€500 million) aggregate principal amount of 4.5% guaranteed Eurobond Notes due 2013 (the “Eurobond Notes”);
|
•
|
$300 million
aggregate principal amount of floating rate senior notes due 2013 (the “2013 Notes”);
|
•
|
$400 million
aggregate principal amount of 1.3% senior notes due 2014 (the “2014 Notes”);
|
•
|
$500 million
aggregate principal amount of 2.3% senior notes due 2016 (the “2016 Notes”);
|
•
|
$500 million
aggregate principal amount of 5.625% senior notes due 2018 (the “2018 Notes”);
|
•
|
$750 million
aggregate principal amount of 5.4% senior notes due 2019 (the “2019 Notes”);
|
•
|
$600 million
aggregate principal amount of 3.9% senior notes due 2021 (the “2021 Notes” and together with the 2013 Notes, 2014 Notes and 2016 Notes, the “2011 Financing Notes”);
|
•
|
$281 million
of zero coupon Liquid Yield Option Notes due 2021 (“LYONs”); and
|
•
|
$127 million
of other borrowings.
|
($ in millions)
|
Total
|
|
Less Than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Debt & Leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt Obligations
(a)(b)
|
$
|
5,292.8
|
|
|
$
|
46.0
|
|
|
$
|
427.8
|
|
|
$
|
2,684.3
|
|
|
$
|
2,134.7
|
|
Capital Lease Obligations
(b)
|
50.3
|
|
|
9.5
|
|
|
7.8
|
|
|
18.3
|
|
|
14.7
|
|
|||||
Total Long-Term Debt
|
5,343.1
|
|
|
55.5
|
|
|
435.6
|
|
|
2,702.6
|
|
|
2,149.4
|
|
|||||
Interest Payments on Long-Term Debt and Capital Lease Obligations
(c)
|
771.6
|
|
|
138.4
|
|
|
229.3
|
|
|
199.1
|
|
|
204.8
|
|
|||||
Operating Lease Obligations
(d)
|
750.1
|
|
|
201.2
|
|
|
286.8
|
|
|
162.8
|
|
|
99.3
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase Obligations
(e)
|
898.7
|
|
|
851.3
|
|
|
43.9
|
|
|
3.0
|
|
|
0.5
|
|
|||||
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet Under GAAP
(f)
|
3,695.5
|
|
|
—
|
|
|
759.8
|
|
|
626.2
|
|
|
2,309.5
|
|
|||||
Total
|
$
|
11,459.0
|
|
|
$
|
1,246.4
|
|
|
$
|
1,755.4
|
|
|
$
|
3,693.7
|
|
|
$
|
4,763.5
|
|
(a)
|
As described in Note 10 to the Consolidated Financial Statements.
|
(b)
|
Amounts do not include interest payments. Interest on long-term debt and capital lease obligations is reflected in a separate line in the table.
|
(c)
|
Interest payments on long-term debt are projected for future periods using the interest rates in effect as of
December 31, 2012
. Certain of these projected interest payments may differ in the future based on changes in market interest rates.
|
(d)
|
As described in Note 15 to the Consolidated Financial Statements, certain leases require the Company to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These future costs are not included in the schedule above.
|
(e)
|
Consist of agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction.
|
(f)
|
Primarily consist of obligations under product service and warranty policies and allowances, performance and operating cost guarantees, estimated environmental remediation costs, self-insurance and litigation claims, post-retirement benefits, pension obligations, deferred tax liabilities (excluding unrecognized tax benefits) and deferred compensation obligations. The timing of cash flows associated with these obligations is based upon management’s estimates over the terms of these arrangements and is largely based upon historical experience.
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
($ in millions)
|
Total Amounts
Committed
|
|
Less Than
One Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than
5 Years
|
||||||||||
Guarantees
|
$
|
355.4
|
|
|
$
|
286.4
|
|
|
$
|
39.0
|
|
|
$
|
12.7
|
|
|
$
|
17.3
|
|
|
As of December 31
|
||||||
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
1,678.7
|
|
|
$
|
537.0
|
|
Trade accounts receivable, less allowance for doubtful accounts of $121.4 and $117.4, respectively
|
3,267.3
|
|
|
3,049.9
|
|
||
Inventories
|
1,813.4
|
|
|
1,781.4
|
|
||
Prepaid expenses and other current assets
|
828.4
|
|
|
904.1
|
|
||
Total current assets
|
7,587.8
|
|
|
6,272.4
|
|
||
Property, plant and equipment, net
|
2,140.9
|
|
|
2,101.0
|
|
||
Investment in joint venture
|
548.3
|
|
|
521.9
|
|
||
Other assets
|
858.0
|
|
|
739.7
|
|
||
Goodwill
|
15,462.0
|
|
|
14,474.3
|
|
||
Other intangible assets, net
|
6,344.0
|
|
|
5,840.2
|
|
||
Total assets
|
$
|
32,941.0
|
|
|
$
|
29,949.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
55.5
|
|
|
$
|
98.4
|
|
Trade accounts payable
|
1,546.3
|
|
|
1,422.4
|
|
||
Accrued expenses and other liabilities
|
2,604.3
|
|
|
2,651.2
|
|
||
Total current liabilities
|
4,206.1
|
|
|
4,172.0
|
|
||
Other long-term liabilities
|
4,363.4
|
|
|
3,598.9
|
|
||
Long-term debt
|
5,287.6
|
|
|
5,206.8
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Common stock - $0.01 par value, 2.0 billion shares authorized; 774.6 and 761.1 issued; 687.5 and 687.7 outstanding, respectively
|
7.7
|
|
|
7.6
|
|
||
Additional paid-in capital
|
3,688.1
|
|
|
3,877.2
|
|
||
Retained earnings
|
15,379.9
|
|
|
13,056.9
|
|
||
Accumulated other comprehensive income (loss)
|
(59.2
|
)
|
|
(36.9
|
)
|
||
Total Danaher stockholders’ equity
|
19,016.5
|
|
|
16,904.8
|
|
||
Non-controlling interests
|
67.4
|
|
|
67.0
|
|
||
Total stockholders’ equity
|
19,083.9
|
|
|
16,971.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
32,941.0
|
|
|
$
|
29,949.5
|
|
|
Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
Cost of sales
|
(8,846.1
|
)
|
|
(7,913.9
|
)
|
|
(6,145.5
|
)
|
|||
Gross profit
|
9,414.3
|
|
|
8,176.6
|
|
|
6,404.5
|
|
|||
Operating costs and other:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(5,181.2
|
)
|
|
(4,607.7
|
)
|
|
(3,603.7
|
)
|
|||
Research and development expenses
|
(1,137.9
|
)
|
|
(1,018.5
|
)
|
|
(774.0
|
)
|
|||
Earnings from unconsolidated joint venture
|
69.9
|
|
|
66.8
|
|
|
22.8
|
|
|||
Operating profit
|
3,165.1
|
|
|
2,617.2
|
|
|
2,049.6
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Gain on contribution of businesses to joint venture
|
—
|
|
|
—
|
|
|
291.0
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(32.9
|
)
|
|
—
|
|
|||
Interest expense
|
(157.5
|
)
|
|
(141.6
|
)
|
|
(117.1
|
)
|
|||
Interest income
|
3.2
|
|
|
5.1
|
|
|
6.1
|
|
|||
Earnings from continuing operations before income taxes
|
3,010.8
|
|
|
2,447.8
|
|
|
2,229.6
|
|
|||
Income taxes
|
(711.5
|
)
|
|
(512.5
|
)
|
|
(511.4
|
)
|
|||
Net earnings from continuing operations
|
2,299.3
|
|
|
1,935.3
|
|
|
1,718.2
|
|
|||
Earnings from discontinued operations, net of income taxes
|
92.9
|
|
|
237.0
|
|
|
74.8
|
|
|||
Net earnings
|
$
|
2,392.2
|
|
|
$
|
2,172.3
|
|
|
$
|
1,793.0
|
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.32
|
|
|
$
|
2.86
|
|
|
$
|
2.63
|
|
Diluted
|
$
|
3.23
|
|
|
$
|
2.77
|
|
|
$
|
2.53
|
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.13
|
|
|
$
|
0.35
|
|
|
$
|
0.11
|
|
Diluted
|
$
|
0.13
|
|
|
$
|
0.34
|
|
|
$
|
0.11
|
|
Net earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.45
|
|
|
$
|
3.21
|
|
|
$
|
2.74
|
|
Diluted
|
$
|
3.36
|
|
|
$
|
3.11
|
|
|
$
|
2.64
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
693.4
|
|
|
676.2
|
|
|
653.2
|
|
|||
Diluted
|
713.1
|
|
|
701.2
|
|
|
683.3
|
|
|
Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net earnings
|
$
|
2,392.2
|
|
|
$
|
2,172.3
|
|
|
$
|
1,793.0
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
90.8
|
|
|
(226.8
|
)
|
|
0.6
|
|
|||
Pension and post-retirement plan benefit adjustments
|
(139.7
|
)
|
|
(171.2
|
)
|
|
(26.7
|
)
|
|||
Unrealized gain on available-for-sale securities
|
26.6
|
|
|
15.7
|
|
|
24.6
|
|
|||
Total other comprehensive loss, net of income taxes
|
(22.3
|
)
|
|
(382.3
|
)
|
|
(1.5
|
)
|
|||
Comprehensive income
|
$
|
2,369.9
|
|
|
$
|
1,790.0
|
|
|
$
|
1,791.5
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-Controlling
Interests
|
|||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||
Balance, January 1, 2010
|
358.9
|
|
|
$
|
3.6
|
|
|
$
|
2,074.5
|
|
|
$
|
9,205.1
|
|
|
$
|
346.9
|
|
|
$
|
—
|
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
1,793.0
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock based award activity
|
6.0
|
|
|
0.1
|
|
|
266.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock dividend
|
362.2
|
|
|
3.6
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued in connection with LYONs’ conversions
|
2.4
|
|
|
—
|
|
|
75.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-controlling interest acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.8
|
|
|||||
Balance, December 31, 2010
|
729.5
|
|
|
$
|
7.3
|
|
|
$
|
2,412.4
|
|
|
$
|
10,945.9
|
|
|
$
|
345.4
|
|
|
$
|
61.8
|
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
2,172.3
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(382.3
|
)
|
|
—
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock issuance
|
19.3
|
|
|
0.2
|
|
|
966.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock based award activity
|
4.8
|
|
|
—
|
|
|
241.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued in connection with LYONs’ conversions
|
7.5
|
|
|
0.1
|
|
|
257.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||
Balance, December 31, 2011
|
761.1
|
|
|
$
|
7.6
|
|
|
$
|
3,877.2
|
|
|
$
|
13,056.9
|
|
|
$
|
(36.9
|
)
|
|
$
|
67.0
|
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
2,392.2
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.3
|
)
|
|
—
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock based award activity
|
9.7
|
|
|
0.1
|
|
|
321.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued in connection with LYONs’ conversions
|
3.8
|
|
|
—
|
|
|
137.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock purchase (12.5 shares)
|
—
|
|
|
—
|
|
|
(648.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||
Balance, December 31, 2012
|
774.6
|
|
|
$
|
7.7
|
|
|
$
|
3,688.1
|
|
|
$
|
15,379.9
|
|
|
$
|
(59.2
|
)
|
|
$
|
67.4
|
|
|
Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
2,392.2
|
|
|
$
|
2,172.3
|
|
|
$
|
1,793.0
|
|
Less earnings from discontinued operations, net of income taxes
|
92.9
|
|
|
237.0
|
|
|
74.8
|
|
|||
Net earnings from continuing operations
|
2,299.3
|
|
|
1,935.3
|
|
|
1,718.2
|
|
|||
Non-cash items:
|
|
|
|
|
|
||||||
Depreciation
|
497.8
|
|
|
350.7
|
|
|
189.7
|
|
|||
Amortization
|
342.0
|
|
|
284.3
|
|
|
198.6
|
|
|||
Stock compensation expense
|
109.9
|
|
|
95.6
|
|
|
88.1
|
|
|||
Earnings from unconsolidated joint venture, net of cash dividends received
|
(25.4
|
)
|
|
(18.4
|
)
|
|
(22.8
|
)
|
|||
Pre-tax gain on contribution of businesses to joint venture
|
—
|
|
|
—
|
|
|
(291.0
|
)
|
|||
Change in deferred income taxes
|
184.9
|
|
|
271.4
|
|
|
37.6
|
|
|||
Change in trade accounts receivable, net
|
(79.7
|
)
|
|
(135.3
|
)
|
|
(250.9
|
)
|
|||
Change in inventories
|
69.8
|
|
|
162.0
|
|
|
(161.7
|
)
|
|||
Change in trade accounts payable
|
57.0
|
|
|
36.6
|
|
|
217.2
|
|
|||
Change in prepaid expenses and other assets
|
(100.3
|
)
|
|
(111.0
|
)
|
|
67.5
|
|
|||
Change in accrued expenses and other liabilities
|
146.8
|
|
|
(139.1
|
)
|
|
228.2
|
|
|||
Total operating cash provided by continuing operations
|
3,502.1
|
|
|
2,732.1
|
|
|
2,018.7
|
|
|||
Total operating cash (used in) provided by discontinued operations
|
(87.1
|
)
|
|
(105.8
|
)
|
|
65.7
|
|
|||
Net cash provided by operating activities
|
3,415.0
|
|
|
2,626.3
|
|
|
2,084.4
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payments for additions to property, plant and equipment
|
(458.3
|
)
|
|
(334.5
|
)
|
|
(191.1
|
)
|
|||
Proceeds from disposals of property, plant and equipment and other assets
|
30.0
|
|
|
8.6
|
|
|
1.6
|
|
|||
Proceeds from contribution of businesses to joint venture
|
—
|
|
|
14.8
|
|
|
56.5
|
|
|||
Cash paid for acquisitions
|
(1,796.8
|
)
|
|
(6,210.8
|
)
|
|
(2,129.7
|
)
|
|||
Total investing cash used in continuing operations
|
(2,225.1
|
)
|
|
(6,521.9
|
)
|
|
(2,262.7
|
)
|
|||
Total investing cash used in discontinued operations
|
—
|
|
|
(5.5
|
)
|
|
(26.2
|
)
|
|||
Proceeds from sale of discontinued operations
|
337.5
|
|
|
680.1
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,887.6
|
)
|
|
(5,847.3
|
)
|
|
(2,288.9
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the issuance of common stock
|
212.0
|
|
|
1,112.5
|
|
|
178.4
|
|
|||
Payment of dividends
|
(86.4
|
)
|
|
(61.3
|
)
|
|
(52.2
|
)
|
|||
Purchase of treasury stock
|
(648.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from borrowings (maturities of 90 days or less)
|
195.9
|
|
|
854.0
|
|
|
—
|
|
|||
Proceeds from borrowings (maturities longer than 90 days)
|
—
|
|
|
1,785.8
|
|
|
—
|
|
|||
Repayments of borrowings (maturities longer than 90 days)
|
(61.5
|
)
|
|
(1,602.4
|
)
|
|
(9.4
|
)
|
|||
Net cash (used in) provided by financing activities
|
(388.4
|
)
|
|
2,088.6
|
|
|
116.8
|
|
|||
Effect of exchange rate changes on cash and equivalents
|
2.7
|
|
|
36.4
|
|
|
(1.2
|
)
|
|||
Net change in cash and equivalents
|
1,141.7
|
|
|
(1,096.0
|
)
|
|
(88.9
|
)
|
|||
Beginning balance of cash and equivalents
|
537.0
|
|
|
1,633.0
|
|
|
1,721.9
|
|
|||
Ending balance of cash and equivalents
|
$
|
1,678.7
|
|
|
$
|
537.0
|
|
|
$
|
1,633.0
|
|
(1)
|
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
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
|
|
Foreign
currency
translation
adjustment
|
|
Unrealized
gain on
available-for-
sale securities
|
|
Unrecognized
pension and
post-retirement
costs
|
|
Total
|
||||||||
January 1, 2010
|
$
|
610.7
|
|
|
$
|
54.3
|
|
|
$
|
(318.1
|
)
|
|
$
|
346.9
|
|
Increase (decrease)
|
0.6
|
|
|
37.9
|
|
|
(37.8
|
)
|
|
0.7
|
|
||||
Income tax (expense) benefit
|
—
|
|
|
(13.3
|
)
|
|
11.1
|
|
|
(2.2
|
)
|
||||
December 31, 2010
|
611.3
|
|
|
78.9
|
|
|
(344.8
|
)
|
|
345.4
|
|
||||
(Decrease) increase
|
(226.8
|
)
|
|
30.0
|
|
|
(261.9
|
)
|
|
(458.7
|
)
|
||||
Income tax (expense) benefit
|
—
|
|
|
(14.3
|
)
|
|
90.7
|
|
|
76.4
|
|
||||
December 31, 2011
|
384.5
|
|
|
94.6
|
|
|
(516.0
|
)
|
|
(36.9
|
)
|
||||
Increase (decrease)
|
90.8
|
|
|
42.5
|
|
|
(224.6
|
)
|
|
(91.3
|
)
|
||||
Income tax (expense) benefit
|
—
|
|
|
(15.9
|
)
|
|
84.9
|
|
|
69.0
|
|
||||
December 31, 2012
|
$
|
475.3
|
|
|
$
|
121.2
|
|
|
$
|
(655.7
|
)
|
|
$
|
(59.2
|
)
|
(2)
|
ACQUISITIONS
|
Total
|
2012
|
|
2011
|
|
2010
|
||||||
Trade accounts receivable
|
$
|
105.4
|
|
|
$
|
859.5
|
|
|
$
|
178.7
|
|
Inventories
|
97.0
|
|
|
812.4
|
|
|
171.2
|
|
|||
Property, plant and equipment
|
87.5
|
|
|
1,042.1
|
|
|
84.8
|
|
|||
Goodwill
|
1,015.7
|
|
|
4,164.7
|
|
|
1,157.8
|
|
|||
Other intangible assets, primarily trade names, customer relationships and patents
|
768.3
|
|
|
2,772.4
|
|
|
870.9
|
|
|||
In-process research and development
|
61.5
|
|
|
143.0
|
|
|
26.5
|
|
|||
Trade accounts payable
|
(50.8
|
)
|
|
(278.2
|
)
|
|
(59.6
|
)
|
|||
Other assets and liabilities, net
|
(287.7
|
)
|
|
(1,662.9
|
)
|
|
(238.4
|
)
|
|||
Assumed debt
|
—
|
|
|
(1,640.4
|
)
|
|
(0.9
|
)
|
|||
Non-controlling interest acquired
|
(0.1
|
)
|
|
(1.8
|
)
|
|
(61.3
|
)
|
|||
Net cash consideration
|
$
|
1,796.8
|
|
|
$
|
6,210.8
|
|
|
$
|
2,129.7
|
|
2011 Acquisitions
|
|
|
|
|
|
||||||
|
Beckman Coulter
|
|
Others
|
|
Total
|
||||||
Trade accounts receivable
|
$
|
783.3
|
|
|
$
|
76.2
|
|
|
$
|
859.5
|
|
Inventories
|
774.0
|
|
|
38.4
|
|
|
812.4
|
|
|||
Property, plant and equipment
|
1,036.2
|
|
|
5.9
|
|
|
1,042.1
|
|
|||
Goodwill
|
3,745.8
|
|
|
418.9
|
|
|
4,164.7
|
|
|||
Other intangible assets, primarily customer relationships, trade names and patents
|
2,518.0
|
|
|
254.4
|
|
|
2,772.4
|
|
|||
In-process research and development
|
143.0
|
|
|
—
|
|
|
143.0
|
|
|||
Trade accounts payable
|
(257.3
|
)
|
|
(20.9
|
)
|
|
(278.2
|
)
|
|||
Other assets and liabilities, net
|
(1,561.0
|
)
|
|
(101.9
|
)
|
|
(1,662.9
|
)
|
|||
Assumed debt
|
(1,640.4
|
)
|
|
—
|
|
|
(1,640.4
|
)
|
|||
Attributable to non-controlling interest
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Net cash consideration
|
$
|
5,541.6
|
|
|
$
|
669.2
|
|
|
$
|
6,210.8
|
|
2010 Acquisitions
|
|
|
|
|
|
||||||
|
AB Sciex & Molecular Devices
|
|
Others
|
|
Total
|
||||||
Trade accounts receivable
|
$
|
102.7
|
|
|
$
|
76.0
|
|
|
$
|
178.7
|
|
Inventories
|
104.3
|
|
|
66.9
|
|
|
171.2
|
|
|||
Property, plant and equipment
|
54.5
|
|
|
30.3
|
|
|
84.8
|
|
|||
Goodwill
|
496.9
|
|
|
660.9
|
|
|
1,157.8
|
|
|||
Other intangible assets, primarily customer relationships, trade names and patents
|
342.0
|
|
|
528.9
|
|
|
870.9
|
|
|||
In-process research and development
|
7.4
|
|
|
19.1
|
|
|
26.5
|
|
|||
Trade accounts payable
|
(37.9
|
)
|
|
(21.7
|
)
|
|
(59.6
|
)
|
|||
Other assets and liabilities, net
|
(30.7
|
)
|
|
(207.7
|
)
|
|
(238.4
|
)
|
|||
Assumed debt
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Attributable to non-controlling interest
|
—
|
|
|
(61.3
|
)
|
|
(61.3
|
)
|
|||
Net cash consideration
|
$
|
1,038.3
|
|
|
$
|
1,091.4
|
|
|
$
|
2,129.7
|
|
|
2012
|
|
2011
|
||||
Sales
|
$
|
18,623.8
|
|
|
$
|
18,635.6
|
|
Net earnings from continuing operations
|
$
|
2,304.8
|
|
|
$
|
2,038.9
|
|
Diluted net earnings per share from continuing operations
|
$
|
3.24
|
|
|
$
|
2.88
|
|
(3)
|
DISCONTINUED OPERATIONS
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
9.9
|
|
|
$
|
385.8
|
|
|
$
|
652.6
|
|
Operating expenses
|
(11.2
|
)
|
|
(328.3
|
)
|
|
(535.9
|
)
|
|||
Allocated interest expense
|
—
|
|
|
(2.0
|
)
|
|
(3.6
|
)
|
|||
(Loss) earnings before income taxes
|
(1.3
|
)
|
|
55.5
|
|
|
113.1
|
|
|||
Income tax benefit (expense)
|
0.5
|
|
|
(20.2
|
)
|
|
(38.3
|
)
|
|||
(Loss) earnings from discontinued operations
|
(0.8
|
)
|
|
35.3
|
|
|
74.8
|
|
|||
Gain on sale, net of $55.0 million and $126.0 million of related income taxes for the years ended December 31, 2012 and 2011, respectively
|
93.7
|
|
|
201.7
|
|
|
—
|
|
|||
Earnings from discontinued operations, net of income taxes
|
$
|
92.9
|
|
|
$
|
237.0
|
|
|
$
|
74.8
|
|
Trade accounts receivable, net
|
$
|
82.7
|
|
Inventories
|
10.5
|
|
|
Prepaid expenses and other
|
9.3
|
|
|
Property, plant & equipment, net
|
31.5
|
|
|
Goodwill and other intangibles, net
|
104.0
|
|
|
Total assets
|
$
|
238.0
|
|
Trade accounts payable
|
$
|
32.7
|
|
Accrued expenses and other
|
47.8
|
|
|
Total liabilities
|
$
|
80.5
|
|
(4)
|
INVESTMENT IN JOINT VENTURE
|
Fair value of consideration received:
|
|
||
Fair value of 50% equity interest received
|
$
|
480.0
|
|
Cash received
|
45.2
|
|
|
Receivable from joint venture
|
44.8
|
|
|
Total fair value of consideration received
|
570.0
|
|
|
Less book value of net assets contributed
|
(279.0
|
)
|
|
Pre-tax gain on contribution to joint venture
|
291.0
|
|
|
Income tax expense
|
(58.8
|
)
|
|
After-tax gain on contribution to joint venture
|
$
|
232.2
|
|
(5)
|
INVENTORIES
|
|
2012
|
|
2011
|
||||
Finished goods
|
$
|
899.9
|
|
|
$
|
930.9
|
|
Work in process
|
291.2
|
|
|
262.2
|
|
||
Raw materials
|
622.3
|
|
|
588.3
|
|
||
|
$
|
1,813.4
|
|
|
$
|
1,781.4
|
|
(6)
|
PROPERTY, PLANT AND EQUIPMENT
|
|
2012
|
|
2011
|
||||
Land and improvements
|
$
|
181.0
|
|
|
$
|
180.1
|
|
Buildings
|
954.1
|
|
|
937.4
|
|
||
Machinery and equipment
|
2,210.8
|
|
|
2,117.7
|
|
||
Customer-leased instruments
|
757.3
|
|
|
531.8
|
|
||
|
4,103.2
|
|
|
3,767.0
|
|
||
Less accumulated depreciation
|
(1,962.3
|
)
|
|
(1,666.0
|
)
|
||
|
$
|
2,140.9
|
|
|
$
|
2,101.0
|
|
(7)
|
GOODWILL & OTHER INTANGIBLE ASSETS
|
|
Test &
Measurement
|
|
Environmental
|
|
Life
Sciences &
Diagnostics
|
|
Dental
|
|
Industrial
Technologies
|
|
Total
|
||||||||||||
Balance, January 1, 2011
|
$
|
3,001.6
|
|
|
$
|
1,383.6
|
|
|
$
|
2,122.4
|
|
|
$
|
2,114.5
|
|
|
$
|
1,771.6
|
|
|
$
|
10,393.7
|
|
Attributable to 2011 acquisitions
|
35.4
|
|
|
90.6
|
|
|
3,758.3
|
|
|
2.8
|
|
|
277.6
|
|
|
4,164.7
|
|
||||||
Adjustments due to finalization of purchase price allocations
|
0.4
|
|
|
(3.9
|
)
|
|
(5.7
|
)
|
|
26.8
|
|
|
—
|
|
|
17.6
|
|
||||||
Effect of foreign currency translation
|
0.6
|
|
|
(21.1
|
)
|
|
(33.0
|
)
|
|
(22.0
|
)
|
|
(26.2
|
)
|
|
(101.7
|
)
|
||||||
Balance, December 31, 2011
|
3,038.0
|
|
|
1,449.2
|
|
|
5,842.0
|
|
|
2,122.1
|
|
|
2,023.0
|
|
|
14,474.3
|
|
||||||
Attributable to 2012 acquisitions
|
187.9
|
|
|
104.6
|
|
|
356.2
|
|
|
32.6
|
|
|
334.4
|
|
|
1,015.7
|
|
||||||
Adjustments due to finalization of purchase price allocations
|
(2.5
|
)
|
|
(6.8
|
)
|
|
(0.9
|
)
|
|
(1.6
|
)
|
|
0.9
|
|
|
(10.9
|
)
|
||||||
Effect of foreign currency translation
|
(1.3
|
)
|
|
7.9
|
|
|
(58.4
|
)
|
|
14.9
|
|
|
19.8
|
|
|
(17.1
|
)
|
||||||
Balance, December 31, 2012
|
$
|
3,222.1
|
|
|
$
|
1,554.9
|
|
|
$
|
6,138.9
|
|
|
$
|
2,168.0
|
|
|
$
|
2,378.1
|
|
|
$
|
15,462.0
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite–Lived Intangibles:
|
|
|
|
|
|
|
|
||||||||
Patents and technology
|
$
|
1,289.2
|
|
|
$
|
(499.5
|
)
|
|
$
|
1,180.0
|
|
|
$
|
(384.8
|
)
|
Customer relationships and other intangibles
|
3,528.1
|
|
|
(863.8
|
)
|
|
3,009.0
|
|
|
(633.2
|
)
|
||||
Total finite–lived intangibles
|
4,817.3
|
|
|
(1,363.3
|
)
|
|
4,189.0
|
|
|
(1,018.0
|
)
|
||||
Indefinite–Lived Intangibles:
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
2,890.0
|
|
|
—
|
|
|
2,669.2
|
|
|
—
|
|
||||
Total intangibles
|
$
|
7,707.3
|
|
|
$
|
(1,363.3
|
)
|
|
$
|
6,858.2
|
|
|
$
|
(1,018.0
|
)
|
(8)
|
FAIR VALUE MEASUREMENTS
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Available-for-sale securities
|
$
|
329.5
|
|
|
—
|
|
|
—
|
|
|
$
|
329.5
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred compensation plans
|
—
|
|
|
$
|
64.5
|
|
|
—
|
|
|
64.5
|
|
||
Currency swap agreement
|
—
|
|
|
24.9
|
|
|
—
|
|
|
24.9
|
|
|||
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
|
|
|
2012
|
|
2011
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value (1)
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
329.5
|
|
|
$
|
329.5
|
|
|
$
|
287.0
|
|
|
$
|
287.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term borrowings
|
55.5
|
|
|
55.5
|
|
|
98.4
|
|
|
98.4
|
|
||||
Long-term borrowings
|
5,287.6
|
|
|
5,917.3
|
|
|
5,206.8
|
|
|
5,790.1
|
|
||||
Currency swap agreement
|
24.9
|
|
|
24.9
|
|
|
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
December 31, 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.
|
(9)
|
ACCRUED EXPENSES AND OTHER LIABILITIES
|
|
2012
|
|
2011
|
||||||||||||
|
Current
|
|
Non-Current
|
|
Current
|
|
Non-Current
|
||||||||
Compensation and benefits
|
$
|
767.7
|
|
|
$
|
332.1
|
|
|
$
|
773.7
|
|
|
$
|
269.9
|
|
Restructuring
|
103.7
|
|
|
—
|
|
|
124.2
|
|
|
—
|
|
||||
Claims, including self-insurance and litigation
|
126.9
|
|
|
82.9
|
|
|
128.7
|
|
|
88.8
|
|
||||
Pension and post-retirement benefits
|
68.2
|
|
|
1,367.2
|
|
|
71.8
|
|
|
1,160.3
|
|
||||
Environmental and regulatory compliance
|
48.3
|
|
|
94.2
|
|
|
48.9
|
|
|
92.3
|
|
||||
Taxes, income and other
|
194.5
|
|
|
2,286.3
|
|
|
234.0
|
|
|
1,841.9
|
|
||||
Deferred revenue
|
730.0
|
|
|
105.2
|
|
|
645.0
|
|
|
75.7
|
|
||||
Sales and product allowances
|
171.5
|
|
|
2.0
|
|
|
140.1
|
|
|
1.5
|
|
||||
Warranty
|
125.7
|
|
|
15.0
|
|
|
121.9
|
|
|
15.0
|
|
||||
Attributable to discontinued operations
|
—
|
|
|
—
|
|
|
80.5
|
|
|
—
|
|
||||
Other
|
267.8
|
|
|
78.5
|
|
|
282.4
|
|
|
53.5
|
|
||||
|
$
|
2,604.3
|
|
|
$
|
4,363.4
|
|
|
$
|
2,651.2
|
|
|
$
|
3,598.9
|
|
(10)
|
FINANCING
|
|
2012
|
|
2011
|
||||
Commercial paper
|
$
|
1,224.5
|
|
|
$
|
977.3
|
|
4.5% guaranteed Eurobond Notes due 2013 (€500 million) (the “Eurobond Notes”)
|
659.8
|
|
|
647.3
|
|
||
Floating rate senior notes due 2013 (the “2013 Notes”)
|
300.0
|
|
|
300.0
|
|
||
1.3% senior notes due 2014 (the “2014 Notes”)
|
400.0
|
|
|
400.0
|
|
||
2.3% senior notes due 2016 (the “2016 Notes”)
|
500.0
|
|
|
500.0
|
|
||
5.625% senior notes due 2018 (the “2018 Notes”)
|
500.0
|
|
|
500.0
|
|
||
5.4% senior notes due 2019 (the “2019 Notes”)
|
750.0
|
|
|
750.0
|
|
||
3.9% senior notes due 2021 (the “2021 Notes”)
|
600.0
|
|
|
600.0
|
|
||
Zero-coupon LYONs due 2021
|
281.4
|
|
|
379.6
|
|
||
Other
|
127.4
|
|
|
251.0
|
|
||
Subtotal
|
5,343.1
|
|
|
5,305.2
|
|
||
Less – currently payable
|
55.5
|
|
|
98.4
|
|
||
Long-term debt
|
$
|
5,287.6
|
|
|
$
|
5,206.8
|
|
(11)
|
PENSION BENEFIT PLANS
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Change in pension benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
2,316.1
|
|
|
$
|
1,382.4
|
|
|
$
|
1,038.5
|
|
|
$
|
685.4
|
|
Service cost
|
5.6
|
|
|
15.0
|
|
|
23.9
|
|
|
17.4
|
|
||||
Interest cost
|
101.8
|
|
|
91.1
|
|
|
42.5
|
|
|
39.2
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
6.5
|
|
|
5.7
|
|
||||
Benefits paid and other
|
(163.6
|
)
|
|
(120.3
|
)
|
|
(41.5
|
)
|
|
(38.8
|
)
|
||||
Acquisitions
|
—
|
|
|
852.7
|
|
|
37.1
|
|
|
323.5
|
|
||||
Actuarial loss
|
277.8
|
|
|
159.2
|
|
|
108.3
|
|
|
49.2
|
|
||||
Amendments, settlements and curtailments
|
(31.5
|
)
|
|
(64.0
|
)
|
|
(13.5
|
)
|
|
(16.5
|
)
|
||||
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
26.4
|
|
|
(26.6
|
)
|
||||
Benefit obligation at end of year
|
2,506.2
|
|
|
2,316.1
|
|
|
1,228.2
|
|
|
1,038.5
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
1,735.4
|
|
|
1,073.6
|
|
|
642.9
|
|
|
406.7
|
|
||||
Actual return on plan assets
|
202.7
|
|
|
(0.7
|
)
|
|
53.7
|
|
|
8.2
|
|
||||
Employer contributions
|
55.4
|
|
|
131.9
|
|
|
53.0
|
|
|
45.4
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
6.5
|
|
|
5.6
|
|
||||
Plan settlements
|
(29.9
|
)
|
|
—
|
|
|
(13.4
|
)
|
|
(12.7
|
)
|
||||
Benefits paid and other
|
(163.6
|
)
|
|
(120.3
|
)
|
|
(41.6
|
)
|
|
(38.8
|
)
|
||||
Acquisitions
|
—
|
|
|
650.9
|
|
|
36.1
|
|
|
243.3
|
|
||||
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
18.2
|
|
|
(14.8
|
)
|
||||
Fair value of plan assets at end of year
|
1,800.0
|
|
|
1,735.4
|
|
|
755.4
|
|
|
642.9
|
|
||||
Funded status
|
(706.2
|
)
|
|
(580.7
|
)
|
|
(472.8
|
)
|
|
(395.6
|
)
|
||||
Less: Funded status attributable to discontinued operations
|
—
|
|
|
1.9
|
|
|
—
|
|
|
4.6
|
|
||||
Accrued benefit cost – continuing operations
|
$
|
(706.2
|
)
|
|
$
|
(578.8
|
)
|
|
$
|
(472.8
|
)
|
|
$
|
(391.0
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Discount rate
|
3.90
|
%
|
|
4.50
|
%
|
|
3.45
|
%
|
|
4.10
|
%
|
Rate of compensation increase
|
N/A
|
|
|
4.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Service cost
|
$
|
5.6
|
|
|
$
|
15.0
|
|
|
$
|
23.9
|
|
|
$
|
17.4
|
|
Interest cost
|
101.8
|
|
|
91.1
|
|
|
42.5
|
|
|
39.2
|
|
||||
Expected return on plan assets
|
(129.9
|
)
|
|
(115.2
|
)
|
|
(32.8
|
)
|
|
(27.4
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Amortization of net loss
|
44.3
|
|
|
28.9
|
|
|
4.7
|
|
|
3.3
|
|
||||
Curtailment and settlement losses (gains) recognized
|
0.3
|
|
|
(3.3
|
)
|
|
1.5
|
|
|
1.2
|
|
||||
Net periodic pension cost
|
$
|
22.1
|
|
|
$
|
16.5
|
|
|
$
|
39.6
|
|
|
$
|
33.4
|
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
$
|
22.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Common stock
|
298.5
|
|
|
21.4
|
|
|
—
|
|
|
319.9
|
|
||||
Preferred stock
|
15.1
|
|
|
—
|
|
|
—
|
|
|
15.1
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
155.9
|
|
|
—
|
|
|
155.9
|
|
||||
Government issued
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||
Mutual funds
|
540.2
|
|
|
414.4
|
|
|
—
|
|
|
954.6
|
|
||||
Common/collective trusts
|
—
|
|
|
664.9
|
|
|
—
|
|
|
664.9
|
|
||||
Venture capital and partnerships
|
—
|
|
|
—
|
|
|
163.9
|
|
|
163.9
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
150.5
|
|
|
150.5
|
|
||||
Insurance contracts
|
—
|
|
|
103.1
|
|
|
—
|
|
|
103.1
|
|
||||
Total
|
$
|
876.3
|
|
|
$
|
1,364.7
|
|
|
$
|
314.4
|
|
|
$
|
2,555.4
|
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
$
|
39.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39.5
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Common stock
|
290.4
|
|
|
58.2
|
|
|
—
|
|
|
348.6
|
|
||||
Preferred stock
|
12.4
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
171.9
|
|
|
—
|
|
|
171.9
|
|
||||
Government issued
|
—
|
|
|
14.1
|
|
|
—
|
|
|
14.1
|
|
||||
Mutual funds
|
619.5
|
|
|
279.8
|
|
|
—
|
|
|
899.3
|
|
||||
Common/collective trusts
|
—
|
|
|
515.4
|
|
|
—
|
|
|
515.4
|
|
||||
Venture capital and partnerships
|
—
|
|
|
—
|
|
|
163.9
|
|
|
163.9
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
152.0
|
|
|
152.0
|
|
||||
Insurance contracts
|
—
|
|
|
61.2
|
|
|
—
|
|
|
61.2
|
|
||||
Total
|
$
|
961.8
|
|
|
$
|
1,100.6
|
|
|
$
|
315.9
|
|
|
$
|
2,378.3
|
|
|
Common
Stock
|
|
Venture Capital
and Partnerships
|
|
Real Estate
|
|
Total
|
||||||||
Balance, January 1, 2011
|
$
|
0.7
|
|
|
$
|
62.6
|
|
|
$
|
101.7
|
|
|
$
|
165.0
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
— Relating to assets sold during the period
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
— Relating to assets still held at December 31, 2011
|
—
|
|
|
(16.0
|
)
|
|
8.6
|
|
|
(7.4
|
)
|
||||
Acquisitions
|
—
|
|
|
114.2
|
|
|
40.2
|
|
|
154.4
|
|
||||
Purchases
|
—
|
|
|
7.0
|
|
|
2.3
|
|
|
9.3
|
|
||||
Sales
|
(0.7
|
)
|
|
(1.3
|
)
|
|
(1.7
|
)
|
|
(3.7
|
)
|
||||
Settlements
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||
Balance, December 31, 2011
|
$
|
—
|
|
|
$
|
163.9
|
|
|
$
|
152.0
|
|
|
$
|
315.9
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
— Relating to assets sold during the period
|
—
|
|
|
(0.3
|
)
|
|
6.1
|
|
|
5.8
|
|
||||
— Relating to assets still held at December 31, 2012
|
—
|
|
|
4.7
|
|
|
11.8
|
|
|
16.5
|
|
||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchases
|
—
|
|
|
14.8
|
|
|
0.7
|
|
|
15.5
|
|
||||
Sales
|
—
|
|
|
(19.2
|
)
|
|
(20.1
|
)
|
|
(39.3
|
)
|
||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, December 31, 2012
|
$
|
—
|
|
|
$
|
163.9
|
|
|
$
|
150.5
|
|
|
$
|
314.4
|
|
|
U.S. Pension
Plans |
|
Non-U.S. Pension Plans
|
|
All Pension
Plans
|
||||||
2013
|
$
|
143.9
|
|
|
$
|
44.3
|
|
|
$
|
188.2
|
|
2014
|
146.1
|
|
|
47.1
|
|
|
193.2
|
|
|||
2015
|
150.3
|
|
|
47.0
|
|
|
197.3
|
|
|||
2016
|
151.8
|
|
|
48.0
|
|
|
199.8
|
|
|||
2017
|
157.0
|
|
|
48.3
|
|
|
205.3
|
|
|||
2018-2022
|
792.8
|
|
|
271.3
|
|
|
1,064.1
|
|
(12)
|
OTHER POST-RETIREMENT EMPLOYEE BENEFIT PLANS
|
|
Post-Retirement Medical Benefits
|
||||||
|
2012
|
|
2011
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
264.8
|
|
|
$
|
123.7
|
|
Service cost
|
1.9
|
|
|
1.6
|
|
||
Interest cost
|
11.0
|
|
|
9.5
|
|
||
Amendments, curtailments and other
|
(0.8
|
)
|
|
2.0
|
|
||
Actuarial (gain) loss
|
(11.7
|
)
|
|
16.0
|
|
||
Acquisitions
|
4.6
|
|
|
125.1
|
|
||
Retiree contributions
|
8.6
|
|
|
6.6
|
|
||
Benefits paid
|
(22.0
|
)
|
|
(19.7
|
)
|
||
Benefit obligation at end of year
|
256.4
|
|
|
264.8
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
||
Funded status/accrued benefit cost
|
$
|
(256.4
|
)
|
|
$
|
(264.8
|
)
|
Attributable to discontinued operations
|
—
|
|
|
2.5
|
|
||
Funded status/accrued benefit cost – continuing operations
|
(256.4
|
)
|
|
(262.3
|
)
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on the total of service and interest cost components
|
$
|
1.4
|
|
|
$
|
(1.1
|
)
|
Effect on post-retirement medical benefit obligation
|
27.7
|
|
|
(23.5
|
)
|
|
Post-Retirement Medical Benefits
|
||||||
|
2012
|
|
2011
|
||||
Service cost
|
$
|
1.9
|
|
|
$
|
1.6
|
|
Interest cost
|
11.0
|
|
|
9.5
|
|
||
Amortization of loss
|
2.8
|
|
|
4.0
|
|
||
Amortization of prior service credit
|
(5.7
|
)
|
|
(5.9
|
)
|
||
Curtailment loss
|
—
|
|
|
3.0
|
|
||
Net periodic benefit cost
|
$
|
10.0
|
|
|
$
|
12.2
|
|
|
Amount
|
||
2013
|
$
|
18.2
|
|
2014
|
18.3
|
|
|
2015
|
18.5
|
|
|
2016
|
18.9
|
|
|
2017
|
19.0
|
|
|
2018-2022
|
92.3
|
|
(13)
|
INCOME TAXES FROM CONTINUING OPERATIONS
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
1,349.9
|
|
|
$
|
1,168.1
|
|
|
$
|
1,006.3
|
|
International
|
1,660.9
|
|
|
1,279.7
|
|
|
1,223.3
|
|
|||
Total
|
$
|
3,010.8
|
|
|
$
|
2,447.8
|
|
|
$
|
2,229.6
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal U.S.
|
$
|
290.5
|
|
|
$
|
(6.3
|
)
|
|
$
|
362.2
|
|
Non-U.S.
|
197.2
|
|
|
206.0
|
|
|
88.7
|
|
|||
State and local
|
38.9
|
|
|
41.4
|
|
|
22.8
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal U.S.
|
175.0
|
|
|
265.9
|
|
|
45.1
|
|
|||
Non-U.S.
|
0.8
|
|
|
(13.3
|
)
|
|
(12.4
|
)
|
|||
State and local
|
9.1
|
|
|
18.8
|
|
|
5.0
|
|
|||
Income tax provision
|
$
|
711.5
|
|
|
$
|
512.5
|
|
|
$
|
511.4
|
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
18.2
|
|
|
$
|
70.9
|
|
Inventories
|
113.9
|
|
|
154.5
|
|
||
Pension and post-retirement benefits
|
397.8
|
|
|
382.0
|
|
||
Environmental and regulatory compliance
|
26.5
|
|
|
35.5
|
|
||
Other accruals and prepayments
|
442.3
|
|
|
425.1
|
|
||
Stock compensation expense
|
111.1
|
|
|
114.6
|
|
||
Tax credit and loss carryforwards
|
916.4
|
|
|
864.0
|
|
||
Other
|
22.0
|
|
|
2.8
|
|
||
Valuation allowances
|
(382.5
|
)
|
|
(316.6
|
)
|
||
Total deferred tax asset
|
1,665.7
|
|
|
1,732.8
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(214.2
|
)
|
|
(258.5
|
)
|
||
Insurance, including self–insurance
|
(381.2
|
)
|
|
(195.9
|
)
|
||
Basis difference in LYONs
|
(99.7
|
)
|
|
(118.6
|
)
|
||
Goodwill and other intangibles
|
(2,146.3
|
)
|
|
(2,016.4
|
)
|
||
Deferred service income
|
(71.6
|
)
|
|
(174.7
|
)
|
||
Unrealized gains on marketable securities
|
(72.7
|
)
|
|
(56.8
|
)
|
||
Total deferred tax liability
|
(2,985.7
|
)
|
|
(2,820.9
|
)
|
||
Net deferred tax liability
|
$
|
(1,320.0
|
)
|
|
$
|
(1,088.1
|
)
|
|
Percentage of Pre-Tax Earnings
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in tax rate resulting from:
|
|
|
|
|
|
|||
State income taxes (net of Federal income tax benefit)
|
1.1
|
|
|
1.0
|
|
|
1.4
|
|
Foreign income taxed at lower rate than U.S. statutory rate
|
(14.1
|
)
|
|
(12.8
|
)
|
|
(10.5
|
)
|
Resolution of uncertain tax positions/statute expirations
|
(0.3
|
)
|
|
(2.4
|
)
|
|
(0.6
|
)
|
Acquisition costs
|
0.1
|
|
|
0.4
|
|
|
—
|
|
Research and experimentation credits and other
|
1.8
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
Joint venture formation
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
Effective income tax rate
|
23.6
|
%
|
|
20.9
|
%
|
|
22.9
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
518.3
|
|
|
$
|
517.5
|
|
|
$
|
439.3
|
|
Additions based on tax positions related to the current year
|
60.8
|
|
|
46.6
|
|
|
62.2
|
|
|||
Additions for tax positions of prior years
|
94.7
|
|
|
77.1
|
|
|
101.8
|
|
|||
Reductions for tax positions of prior years
|
(38.4
|
)
|
|
(59.7
|
)
|
|
(50.0
|
)
|
|||
Acquisitions
|
19.7
|
|
|
85.5
|
|
|
5.7
|
|
|||
Lapse of statute of limitations
|
(20.7
|
)
|
|
(124.3
|
)
|
|
(32.8
|
)
|
|||
Settlements
|
(23.2
|
)
|
|
(21.2
|
)
|
|
(4.9
|
)
|
|||
Effect of foreign currency translation
|
2.0
|
|
|
(3.2
|
)
|
|
(3.8
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
613.2
|
|
|
$
|
518.3
|
|
|
$
|
517.5
|
|
(14)
|
RESTRUCTURING AND OTHER RELATED CHARGES
|
|
2012
|
|
2011
|
||||
Test & Measurement
|
$
|
22.2
|
|
|
$
|
18.8
|
|
Environmental
|
8.0
|
|
|
7.5
|
|
||
Life Sciences & Diagnostics
|
51.5
|
|
|
100.9
|
|
||
Dental
|
9.8
|
|
|
28.3
|
|
||
Industrial Technologies
|
29.1
|
|
|
23.8
|
|
||
Other
|
2.1
|
|
|
—
|
|
||
|
$
|
122.7
|
|
|
$
|
179.3
|
|
|
Balance as of
|
|
|
|
|
|
Balance as of
|
||||||||
|
December 31,
2011 |
|
Costs
Incurred
|
|
Paid/
Settled
|
|
December 31,
2012 |
||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
||||||||
Employee severance and related
|
$
|
116.7
|
|
|
$
|
111.6
|
|
|
$
|
(131.4
|
)
|
|
$
|
96.9
|
|
Facility exit and related
|
7.5
|
|
|
11.1
|
|
|
(11.8
|
)
|
|
6.8
|
|
||||
Total restructuring
|
$
|
124.2
|
|
|
$
|
122.7
|
|
|
$
|
(143.2
|
)
|
|
$
|
103.7
|
|
|
2012
|
|
2011
|
||||
Cost of sales
|
$
|
34.1
|
|
|
$
|
67.9
|
|
Selling, general and administrative expenses
|
88.6
|
|
|
111.4
|
|
||
|
$
|
122.7
|
|
|
$
|
179.3
|
|
(15)
|
LEASES AND COMMITMENTS
|
Balance, January 1, 2011
|
$
|
127.7
|
|
Accruals for warranties issued during the period
|
115.2
|
|
|
Settlements made
|
(125.4
|
)
|
|
Additions due to acquisitions
|
21.3
|
|
|
Effect of foreign currency translation
|
(1.9
|
)
|
|
Balance, December 31, 2011
|
136.9
|
|
|
Accruals for warranties issued during the period
|
134.0
|
|
|
Settlements made
|
(134.9
|
)
|
|
Additions due to acquisitions
|
4.1
|
|
|
Effect of foreign currency translation
|
0.6
|
|
|
Balance, December 31, 2012
|
$
|
140.7
|
|
(16)
|
LITIGATION AND CONTINGENCIES
|
(17)
|
STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION
|
|
Year Ended December 31
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rate
|
0.7 – 1.7%
|
|
|
1.2 – 3.2%
|
|
|
1.4 – 3.4%
|
|
Weighted average volatility
|
30.1
|
%
|
|
28.0
|
%
|
|
28.0
|
%
|
Dividend yield
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
Expected years until exercise
|
6.0 – 8.5
|
|
|
6.0 – 8.5
|
|
|
6.0 – 8.5
|
|
|
Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
RSUs and restricted shares:
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
61.1
|
|
|
$
|
47.9
|
|
|
$
|
32.2
|
|
Income tax benefit
|
(19.6
|
)
|
|
(17.8
|
)
|
|
(12.0
|
)
|
|||
RSU and restricted share expense, net of income taxes
|
$
|
41.5
|
|
|
$
|
30.1
|
|
|
$
|
20.2
|
|
Stock options:
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
48.8
|
|
|
$
|
47.7
|
|
|
$
|
55.9
|
|
Income tax benefit
|
(15.0
|
)
|
|
(14.6
|
)
|
|
(16.5
|
)
|
|||
Stock option expense, net of income taxes
|
$
|
33.8
|
|
|
$
|
33.1
|
|
|
$
|
39.4
|
|
Total stock-based compensation:
|
|
|
|
|
|
||||||
Pre-tax compensation expense
|
$
|
109.9
|
|
|
$
|
95.6
|
|
|
$
|
88.1
|
|
Income tax benefit
|
(34.6
|
)
|
|
(32.4
|
)
|
|
(28.5
|
)
|
|||
Total stock-based compensation expense, net of income taxes
|
$
|
75.3
|
|
|
$
|
63.2
|
|
|
$
|
59.6
|
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
(in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding as of January 1, 2010
|
38,794
|
|
|
$
|
27.57
|
|
|
|
|
|
||
Granted
|
4,425
|
|
|
38.26
|
|
|
|
|
|
|||
Exercised
|
(7,028
|
)
|
|
19.49
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(1,371
|
)
|
|
33.62
|
|
|
|
|
|
|||
Outstanding as of December 31, 2010
|
34,820
|
|
|
30.31
|
|
|
|
|
|
|||
Granted
|
3,807
|
|
|
50.02
|
|
|
|
|
|
|||
Exercised
|
(4,488
|
)
|
|
25.73
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(1,685
|
)
|
|
35.62
|
|
|
|
|
|
|||
Outstanding as of December 31, 2011
|
32,454
|
|
|
32.98
|
|
|
|
|
|
|||
Granted
|
4,268
|
|
|
52.21
|
|
|
|
|
|
|||
Exercised
|
(8,133
|
)
|
|
25.25
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(1,217
|
)
|
|
40.52
|
|
|
|
|
|
|||
Outstanding as of December 31, 2012
|
27,372
|
|
|
$
|
37.94
|
|
|
6
|
|
$
|
491,528
|
|
Vested and Expected to Vest as of December 31, 2012
(1)
|
26,590
|
|
|
$
|
37.67
|
|
|
6
|
|
$
|
484,806
|
|
Vested as of December 31, 2012
|
14,673
|
|
|
$
|
32.91
|
|
|
4
|
|
$
|
337,339
|
|
(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.
|
|
Outstanding
|
|
Exercisable
|
||||||||||||
Exercise Price
|
Shares
(thousands)
|
|
Average
Exercise Price
|
|
Average
Remaining
Life
|
|
Shares
(thousands)
|
|
Average
Exercise Price
|
||||||
$15.23 to $23.56
|
910
|
|
|
$
|
19.93
|
|
|
1
|
|
904
|
|
|
$
|
19.94
|
|
$23.57 to $31.26
|
8,167
|
|
|
$
|
28.40
|
|
|
4
|
|
6,080
|
|
|
$
|
28.65
|
|
$31.27 to $38.81
|
8,183
|
|
|
$
|
36.44
|
|
|
5
|
|
5,323
|
|
|
$
|
35.83
|
|
$38.82 to $46.81
|
2,539
|
|
|
$
|
40.32
|
|
|
6
|
|
1,878
|
|
|
$
|
40.17
|
|
$46.82 to $55.07
|
7,573
|
|
|
$
|
51.23
|
|
|
9
|
|
488
|
|
|
$
|
50.23
|
|
|
Number of RSUs/Restricted
Shares (in thousands)
|
|
Weighted Average
Grant-Date Fair Value
|
|||
Unvested as of January 1, 2010
|
5,580
|
|
|
$
|
29.53
|
|
Granted
|
1,759
|
|
|
38.17
|
|
|
Vested
|
(1,877
|
)
|
|
25.19
|
|
|
Forfeited
|
(309
|
)
|
|
34.37
|
|
|
Unvested as of December 31, 2010
|
5,153
|
|
|
33.77
|
|
|
Granted
|
1,628
|
|
|
49.96
|
|
|
Vested
|
(405
|
)
|
|
35.81
|
|
|
Forfeited
|
(397
|
)
|
|
38.59
|
|
|
Unvested as of December 31, 2011
|
5,979
|
|
|
37.72
|
|
|
Granted
|
1,776
|
|
|
52.26
|
|
|
Vested
|
(1,704
|
)
|
|
34.86
|
|
|
Forfeited
|
(466
|
)
|
|
36.84
|
|
|
Unvested as of December 31, 2012
|
5,585
|
|
|
$
|
43.29
|
|
(18)
|
NET EARNINGS PER SHARE FROM CONTINUING OPERATIONS
|
|
Net Earnings from
Continuing Operations
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS
|
$
|
2,299.3
|
|
|
693.4
|
|
|
$
|
3.32
|
|
Adjustment for interest on convertible debentures
|
5.7
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
9.8
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
9.9
|
|
|
|
|||
Diluted EPS
|
$
|
2,305.0
|
|
|
713.1
|
|
|
$
|
3.23
|
|
|
Net Earnings from
Continuing Operations
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS
|
$
|
1,935.3
|
|
|
676.2
|
|
|
$
|
2.86
|
|
Adjustment for interest on convertible debentures
|
7.1
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
11.3
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
13.7
|
|
|
|
|||
Diluted EPS
|
$
|
1,942.4
|
|
|
701.2
|
|
|
$
|
2.77
|
|
|
Net Earnings from
Continuing Operations
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS
|
$
|
1,718.2
|
|
|
653.2
|
|
|
$
|
2.63
|
|
Adjustment for interest on convertible debentures
|
10.6
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
9.0
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
21.1
|
|
|
|
|||
Diluted EPS
|
$
|
1,728.8
|
|
|
683.3
|
|
|
$
|
2.53
|
|
(19)
|
SEGMENT INFORMATION
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total sales:
|
|
|
|
|
|
||||||
Test & Measurement
|
$
|
3,381.0
|
|
|
$
|
3,390.9
|
|
|
$
|
2,832.9
|
|
Environmental
|
3,063.5
|
|
|
2,939.6
|
|
|
2,738.0
|
|
|||
Life Sciences & Diagnostics
|
6,485.1
|
|
|
4,627.4
|
|
|
2,298.3
|
|
|||
Dental
|
2,022.9
|
|
|
2,011.2
|
|
|
1,824.6
|
|
|||
Industrial Technologies
|
3,307.9
|
|
|
3,121.4
|
|
|
2,540.6
|
|
|||
Businesses contributed to Apex joint venture attributable to periods prior to contribution
|
—
|
|
|
—
|
|
|
315.6
|
|
|||
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
Operating profit:
|
|
|
|
|
|
||||||
Test & Measurement
|
$
|
701.2
|
|
|
$
|
751.2
|
|
|
$
|
572.9
|
|
Environmental
|
652.5
|
|
|
622.7
|
|
|
564.3
|
|
|||
Life Sciences & Diagnostics
|
861.1
|
|
|
402.3
|
|
|
227.9
|
|
|||
Dental
|
293.1
|
|
|
236.1
|
|
|
203.3
|
|
|||
Industrial Technologies
|
685.6
|
|
|
655.0
|
|
|
513.3
|
|
|||
Businesses contributed to Apex joint venture:
|
|
|
|
|
|
||||||
Attributable to periods prior to contribution
|
—
|
|
|
—
|
|
|
41.5
|
|
|||
Equity method earnings subsequent to joint venture formation
|
69.9
|
|
|
66.8
|
|
|
22.8
|
|
|||
Other
|
(98.3
|
)
|
|
(116.9
|
)
|
|
(96.4
|
)
|
|||
|
$
|
3,165.1
|
|
|
$
|
2,617.2
|
|
|
$
|
2,049.6
|
|
Identifiable assets (including assets held for sale):
|
|
|
|
|
|
||||||
Test & Measurement
|
$
|
5,505.8
|
|
|
$
|
5,280.6
|
|
|
$
|
5,322.9
|
|
Environmental
|
3,146.6
|
|
|
2,784.8
|
|
|
2,634.9
|
|
|||
Life Sciences & Diagnostics
|
13,305.2
|
|
|
12,888.4
|
|
|
4,071.7
|
|
|||
Dental
|
4,079.9
|
|
|
4,047.5
|
|
|
4,120.2
|
|
|||
Industrial Technologies
|
4,235.6
|
|
|
3,394.9
|
|
|
2,876.8
|
|
|||
Other
|
2,667.9
|
|
|
1,553.3
|
|
|
3,190.6
|
|
|||
|
$
|
32,941.0
|
|
|
$
|
29,949.5
|
|
|
$
|
22,217.1
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Test & Measurement
|
$
|
132.3
|
|
|
$
|
126.6
|
|
|
$
|
107.7
|
|
Environmental
|
48.9
|
|
|
45.9
|
|
|
45.9
|
|
|||
Life Sciences & Diagnostics
|
478.2
|
|
|
297.2
|
|
|
90.7
|
|
|||
Dental
|
92.4
|
|
|
94.0
|
|
|
81.7
|
|
|||
Industrial Technologies
|
80.8
|
|
|
65.8
|
|
|
51.5
|
|
|||
Businesses contributed to Apex joint venture attributable to periods prior to contribution
|
—
|
|
|
—
|
|
|
6.2
|
|
|||
Other
|
7.2
|
|
|
5.5
|
|
|
4.6
|
|
|||
|
$
|
839.8
|
|
|
$
|
635.0
|
|
|
$
|
388.3
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Capital expenditures, gross
|
|
|
|
|
|
||||||
Test & Measurement
|
$
|
37.5
|
|
|
$
|
37.7
|
|
|
$
|
35.6
|
|
Environmental
|
29.5
|
|
|
29.1
|
|
|
25.4
|
|
|||
Life Sciences & Diagnostics
|
296.8
|
|
|
167.0
|
|
|
49.6
|
|
|||
Dental
|
30.2
|
|
|
35.4
|
|
|
31.8
|
|
|||
Industrial Technologies
|
49.0
|
|
|
51.3
|
|
|
35.4
|
|
|||
Businesses contributed to Apex joint venture attributable to periods prior to contribution
|
—
|
|
|
—
|
|
|
6.9
|
|
|||
Other
|
15.3
|
|
|
14.0
|
|
|
6.4
|
|
|||
|
$
|
458.3
|
|
|
$
|
334.5
|
|
|
$
|
191.1
|
|
($ in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Sales:
|
|
|
|
|
|
||||||
United States
|
$
|
7,809.8
|
|
|
$
|
6,787.8
|
|
|
$
|
5,703.3
|
|
Germany
|
1,111.3
|
|
|
1,189.0
|
|
|
928.9
|
|
|||
China
|
1,443.5
|
|
|
1,133.2
|
|
|
748.7
|
|
|||
Japan
|
892.8
|
|
|
809.4
|
|
|
603.0
|
|
|||
All other (each country individually less than 5% of total sales)
|
7,003.0
|
|
|
6,171.1
|
|
|
4,566.1
|
|
|||
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
Long-lived assets (Including assets held for sale):
|
|
|
|
|
|
||||||
United States
|
$
|
15,980.8
|
|
|
$
|
16,433.0
|
|
|
$
|
9,979.4
|
|
Germany
|
1,957.1
|
|
|
1,455.8
|
|
|
1,398.9
|
|
|||
All other (each country individually less than 5% of total long-lived assets)
|
7,415.3
|
|
|
5,788.3
|
|
|
4,773.4
|
|
|||
|
$
|
25,353.2
|
|
|
$
|
23,677.1
|
|
|
$
|
16,151.7
|
|
($ in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Analytical and physical instrumentation
|
$
|
6,000.8
|
|
|
$
|
5,920.9
|
|
|
$
|
5,206.0
|
|
Medical & dental products
|
8,509.1
|
|
|
6,653.5
|
|
|
4,122.9
|
|
|||
Motion and industrial automation controls
|
1,592.4
|
|
|
1,677.1
|
|
|
1,517.7
|
|
|||
Mechanics and related hand tools
|
330.5
|
|
|
305.2
|
|
|
590.9
|
|
|||
Product identification
|
1,410.3
|
|
|
1,162.1
|
|
|
818.4
|
|
|||
All other
|
417.3
|
|
|
371.7
|
|
|
294.1
|
|
|||
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
(20)
|
QUARTERLY DATA-UNAUDITED ($ in millions, except per share data)
|
|
2012
|
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
||||||||
Net sales
|
$
|
4,316.2
|
|
|
$
|
4,553.5
|
|
|
$
|
4,415.5
|
|
|
$
|
4,975.2
|
|
|
Gross profit
|
2,235.5
|
|
|
2,355.5
|
|
|
2,278.0
|
|
|
2,545.3
|
|
|
||||
Operating profit
|
734.9
|
|
|
811.3
|
|
|
755.8
|
|
|
863.1
|
|
|
||||
Net earnings from continuing operations
|
520.0
|
|
|
600.2
|
|
|
548.7
|
|
|
630.4
|
|
|
||||
Net earnings
|
612.9
|
|
|
600.2
|
|
|
548.7
|
|
|
630.4
|
|
|
||||
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.75
|
|
|
$
|
0.86
|
|
|
$
|
0.79
|
|
|
$
|
0.91
|
|
*
|
Diluted
|
$
|
0.73
|
|
|
$
|
0.84
|
|
|
$
|
0.77
|
|
|
$
|
0.89
|
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.89
|
|
|
$
|
0.86
|
|
|
$
|
0.79
|
|
|
$
|
0.91
|
|
|
Diluted
|
$
|
0.86
|
|
|
$
|
0.84
|
|
|
$
|
0.77
|
|
|
$
|
0.89
|
|
|
|
2011
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net sales
|
$
|
3,292.2
|
|
|
$
|
3,635.9
|
|
|
$
|
4,445.8
|
|
|
$
|
4,716.6
|
|
Gross profit
|
1,748.9
|
|
|
1,917.6
|
|
|
2,183.1
|
|
|
2,327.1
|
|
||||
Operating profit
|
584.9
|
|
|
610.0
|
|
|
643.1
|
|
|
779.2
|
|
||||
Net earnings from continuing operations
|
416.8
|
|
|
439.6
|
|
|
515.4
|
|
|
563.5
|
|
||||
Net earnings
|
429.4
|
|
|
648.8
|
|
|
523.4
|
|
|
570.7
|
|
||||
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.63
|
|
|
$
|
0.66
|
|
|
$
|
0.75
|
|
|
$
|
0.82
|
|
Diluted
|
$
|
0.61
|
|
|
$
|
0.64
|
|
|
$
|
0.73
|
|
|
$
|
0.79
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.65
|
|
|
$
|
0.97
|
|
|
$
|
0.76
|
|
|
$
|
0.83
|
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.94
|
|
|
$
|
0.74
|
|
|
$
|
0.80
|
|
a)
|
The following documents are filed as part of this report.
|
(1)
|
Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
|
(2)
|
Schedules. An index of Exhibits and Schedules is on page 111 of this report. Schedules other than those listed below have been omitted from this Annual Report on Form 10-K because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
|
(3)
|
Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
|
|
Page Number in
Form 10-K
|
Schedule:
|
|
Valuation and Qualifying Accounts
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
||
|
|
|
||
3.1
|
|
Restated Certificate of Incorporation of Danaher Corporation
|
|
Incorporated by reference from Exhibit 3.1 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 (Commission File Number: 1-8089)
|
|
|
|
||
3.2
|
|
Amended and Restated By-laws of Danaher Corporation
|
|
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)
|
|
|
|
|
|
4.1
|
|
Senior Indenture dated as of December 11, 2007 by and between Danaher Corporation and The Bank of New York Trust Company, N.A. as trustee (“Senior Indenture”)
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
4.2
|
|
Supplemental Indenture to Senior Indenture, dated as of December 11, 2007, by and between Danaher Corporation and The Bank of New York Trust Company, N.A. as trustee relating to the 5.625% Senior Notes Due 2018
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
4.3
|
|
Form of 5.625% Senior Notes due 2018
|
|
Included in Exhibit 4.2
|
|
|
|
||
4.4
|
|
Supplemental Indenture to Senior Indenture, dated as of March 5, 2009, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 5.4% Senior Notes due 2019
|
|
Incorporated by reference from Exhibit 4.4 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
4.5
|
|
Form of 5.4% Senior Notes due 2019
|
|
Included in Exhibit 4.4
|
|
|
|
|
|
4.6
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the Floating Rate Notes due 2013
|
|
Incorporated by reference from Exhibit 4.6 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
4.7
|
|
Form of Floating Rate Notes due 2013
|
|
Included in Exhibit 4.6
|
|
|
|
4.8
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 1.3% Senior Notes due 2014
|
|
Incorporated by reference from Exhibit 4.8 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
4.9
|
|
Form of 1.3% Senior Notes due 2014
|
|
Included in Exhibit 4.8
|
|
|
|
||
4.10
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 2.3% Senior Notes due 2016
|
|
Incorporated by reference from Exhibit 4.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
4.11
|
|
Form of 2.3% Senior Notes due 2016
|
|
Included in Exhibit 4.10
|
|
|
|
||
4.12
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 3.9% Senior Notes due 2021
|
|
Incorporated by reference from Exhibit 4.12 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
4.13
|
|
Form of 3.9% Senior Notes due 2021
|
|
Included in Exhibit 4.12
|
|
|
|
||
10.1
|
|
Danaher Corporation 2007 Stock Incentive Plan, as amended*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on May 11, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.2
|
|
Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan, as amended, a sub-plan under the 2007 Stock Incentive Plan*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
||
10.3
|
|
Amended Form of Election to Defer under the Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan*
|
|
Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
||
10.4
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement for Non-Employee Directors*
|
|
Incorporated by reference from Exhibit 10.6 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
10.5
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan RSU Agreement for Non-Employee Directors*
|
|
Incorporated by reference from Exhibit 10.7 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.6
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement *
|
|
Incorporated by reference from Exhibit 10.4 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.7
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan RSU Agreement *
|
|
Incorporated by reference from Exhibit 10.5 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.8
|
|
Amended and Restated Danaher Corporation 1998 Stock Option Plan*
|
|
Incorporated by reference from Exhibit 10.5 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2009 (Commission File Number: 1-8089)
|
|
|
|
||
10.9
|
|
Form of Grant Acceptance Agreement under Amended and Restated Danaher Corporation 1998 Stock Option Plan*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004 (Commission File Number: 1-8089)
|
|
|
|
||
10.10
|
|
Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program*
|
|
Incorporated by reference from Exhibit 10.13 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
||
10.11
|
|
Danaher Corporation 2007 Executive Cash Incentive Compensation Plan, as amended *
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation's Current Report on Form 8-K filed on May 9, 2012 (Commission File Number: 1-8089)
|
|
|
|
||
10.12
|
|
Danaher Corporation Senior Leader Severance Pay Plan*
|
|
Incorporated by reference from Exhibit 10.15 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
||
10.13
|
|
Employment Agreement by and between Danaher Corporation and H. Lawrence Culp, Jr., dated as of July 18, 2000 and as subsequently amended
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended September 28, 2012 (Commission File Number: 1-8089)
|
|
|
|
||
10.14
|
|
Letter Agreement by and between Danaher Corporation and Angela S. Lalor, dated March 19, 2012
|
|
|
|
|
|
||
10.15
|
|
Form of Proprietary Interest Agreement for Named Executive Officers (with severance) (1)*
|
|
Incorporated by reference from Exhibit 10.33 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
||
10.16
|
|
Proprietary Interest Agreement by and between Danaher Corporation and Angela S. Lalor, dated March 23, 2012*
|
|
|
|
|
|
|
|
10.17
|
|
Description of compensation arrangements for non-management directors*
|
|
Incorporated by reference from Exhibit 10.8 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.18
|
|
Credit Agreement, dated as of June 17, 2011, among Danaher Corporation, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Morgan Stanley Senior Funding, Inc., Barclays Capital, Citigroup Global Markets Inc., and UBS Securities LLC, as Joint Lead Arrangers and Joint Book Managers, and the lenders referred to therein (terminated effective as of December 29, 2011)
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on June 17, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.19
|
|
Credit Agreement, dated as of July 15, 2011, among Danaher Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Citibank, N.A. as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and JP Morgan Chase Bank, N.A. as Documentation Agents, Banc of America Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citigroup Global Markets Inc., J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Managers and the lenders referred to therein
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on July 19, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.20
|
|
Commercial Paper Dealer Agreement between Danaher Corporation, as Issuer, and Goldman, Sachs & Co., as Dealer, dated May 5, 2006
|
|
Incorporated by reference from Exhibit 10.22 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission File Number: 1-8089)
|
|
|
|
||
10.21
|
|
Commercial Paper Issuing and Paying Agent Agreement by and between Danaher Corporation and Deutsche Bank Trust Company Americas, dated May 5, 2006
|
|
Incorporated by reference from Exhibit 10.23 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission File Number: 1-8089)
|
|
|
|
||
10.22
|
|
Commercial Paper Dealer Agreement between Danaher Corporation, as Issuer, and Citigroup Global Markets Inc., as Dealer, dated November 6, 2006
|
|
Incorporated by reference from Exhibit 10.24 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission File Number: 1-8089)
|
|
|
|
||
10.23
|
|
Dealer Agreement among Danaher Luxembourg Finance S.A., as Issuer, Danaher Corporation, as Guarantor and Barclays Bank PLC as Dealer and Arranger, dated December 6, 2011
|
|
Incorporated by reference from Exhibit 10.23 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
10.24
|
|
Issuing and Paying Agency Agreement among Danaher Luxembourg Finance S.A., as Issuer, Danaher Corporation, as Guarantor and Deutsche Bank AG, London Branch, as Issuing and Paying Agent, dated December 6, 2011
|
|
Incorporated by reference from Exhibit 10.24 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.25
|
|
Management Agreement dated February 23, 2012 by and between FJ900, Inc. and Joust Capital III, LLC (2)
|
|
Incorporated by reference from Exhibit 10.25 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.26
|
|
Interchange Agreement dated July 22, 2011 by and between Danaher Corporation and Joust Capital III, LLC (3)
|
|
Incorporated by reference from Exhibit 10.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.27
|
|
Limited Liability Company Interest Purchase Agreement by and among Danaher Corporation, Steven M. Rales and Joust Group, L.L.C., dated February 23, 2012
|
|
Incorporated by reference from Exhibit 10.28 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
||
10.28
|
|
Aircraft Time Sharing Agreement by and between Danaher Corporation and H. Lawrence Culp, Jr., dated December 18, 2012 (4)
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
Form of Director and Officer Indemnification Agreement
|
|
Incorporated by reference from Exhibit 10.35 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
|
10.30
|
|
Amendment to Danaher Corporation and Subsidiaries Executive Deferred Incentive Program*
|
|
|
|
|
|
|
|
11.1
|
|
Computation of per-share earnings (5)
|
|
|
|
|
|
||
12.1
|
|
Calculation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
||
21.1
|
|
Subsidiaries of Registrant
|
|
|
|
|
|
||
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
||
31.1
|
|
Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
||
31.2
|
|
Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
||
32.1
|
|
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
||
101.INS
|
|
XBRL Instance Document (6)
|
|
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (6)
|
|
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (6)
|
|
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (6)
|
|
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (6)
|
|
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (6)
|
|
|
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
|
(1)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher has entered into agreements with each of Daniel L. Comas, Thomas P. Joyce, Jr. and James A. Lico that are substantially identical in all material respects to the form of agreement attached, except as to the name of the counterparty
.
|
|
(2)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. (a subsidiary of Danaher) has entered into a management agreement with Joust Capital II, LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.25, except as to the referenced aircraft and the name of the counterparty.
|
|
(3)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation or a subsidiary thereof has entered into additional interchange agreements with each of Joust Capital II, LLC and Joust Capital III, LLC that are substantially identical in all material respects to the form of agreement attached as Exhibit 10.26, except as to the referenced aircraft and, in certain cases, the name of the counterparty.
|
|
(4)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation has entered into an aircraft time sharing agreement with Daniel L. Comas that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.28, except as to the name of the counterparty.
|
|
(5)
|
See Note 18, “Net Earnings Per Share From Continuing Operations”, to our Consolidated Financial Statements.
|
|
(6)
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2012 and 2011, (ii) Consolidated Statements of Earnings for the twelve months ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Stockholders’ Equity for the twelve months ended December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2012, 2011 and 2010 and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
DANAHER CORPORATION
|
||
|
|
|
|
|
Date:
|
February 21, 2013
|
By:
|
|
/s/ H. LAWRENCE CULP, JR.
|
|
|
|
|
H. Lawrence Culp, Jr.
|
|
|
|
|
President and Chief Executive Officer
|
Name, Title and Signature
|
|
Date
|
|
|
|
|
|
/s/ STEVEN M. RALES
|
|
February 21, 2013
|
|
Steven M. Rales
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
/s/ MITCHELL P. RALES
|
|
February 21, 2013
|
|
Mitchell P. Rales
|
|
|
|
Chairman of the Executive Committee
|
|
|
|
|
|
|
|
/s/ MORTIMER M. CAPLIN
|
|
February 21, 2013
|
|
Mortimer M. Caplin
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ H. LAWRENCE CULP, JR.
|
|
February 21, 2013
|
|
H. Lawrence Culp, Jr.
|
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
/s/ DONALD J. EHRLICH
|
|
February 21, 2013
|
|
Donald J. Ehrlich
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ LINDA P. HEFNER
|
|
February 21, 2013
|
|
Linda P. Hefner
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ TERI LIST-STOLL
|
|
February 21, 2013
|
|
Teri List-Stoll
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ WALTER G. LOHR, JR.
|
|
February 21, 2013
|
|
Walter G. Lohr, Jr.
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ JOHN T. SCHWIETERS
|
|
February 21, 2013
|
|
John T. Schwieters
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ ALAN G. SPOON
|
|
February 21, 2013
|
|
Alan G. Spoon
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ ELIAS A. ZERHOUNI, M.D.
|
|
February 21, 2013
|
|
Elias A. Zerhouni, M.D.
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ DANIEL L. COMAS
|
|
February 21, 2013
|
|
Daniel L. Comas
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ ROBERT S. LUTZ
|
|
February 21, 2013
|
|
Robert S. Lutz
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
Classification
|
Balance at
Beginning of
Period
(a)
|
|
Charged to
Costs &
Expenses
|
|
Impact of
Currency
|
|
Charged to Other Accounts
|
|
Write Offs,
Write Downs &
Deductions
|
|
Balance at End
of Period
(a)
|
||||||||||||
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
145.2
|
|
|
$
|
39.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
4.6
|
|
(b)
|
$
|
37.7
|
|
|
$
|
151.1
|
|
Year Ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
134.2
|
|
|
$
|
39.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
5.4
|
|
(b)
|
$
|
30.1
|
|
|
$
|
145.2
|
|
Year Ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
130.1
|
|
|
$
|
47.3
|
|
|
$
|
0.3
|
|
|
$
|
6.2
|
|
(b)
|
$
|
49.7
|
|
|
$
|
134.2
|
|
(a)
|
Amounts include allowance for doubtful accounts classified as current and non-current.
|
(b)
|
Amounts related to businesses acquired, net of amounts related to businesses disposed.
|
Start Date:
|
Your start date will be mutually agreed, but no later than April30, 2012.
|
Base Salary:
|
Your base salary will be paid at the annual rate of $500,000, subject to periodic review, and payable in accordance with the Company’s usual payroll practices.
|
and RSUs:
|
A
recommendation will be made to the Compensation Committee of Danaher’s Board of Directors to grant you stock options and RSUs with a total target award value of $3,500,000 (representing the combined target award value of a 2012 annual grant and a new hire grant), at its next regularly scheduled meeting after the commencement of your employment at which equity awards are considered. The awards approved by the Compensation Committee will be solely governed by the terms and conditions set forth in Danaher’s 2007 Stock Incentive Plan and
|
•
|
The target award dollar value of your “new hire” grant is $2,100,000 which would be awarded entirely in RSUs and would vest 20% on each of the first five anniversaries of the grant date, assuming continued employment. The target award dollar value attributable to these RSUs will be converted into a specific number of RSUs (rounded up to the nearest five) based on the average closing price of Danaher’s common stock over a 15-day trading period ending on the 7
th
business day before the grant date (the “average price”).
|
•
|
The target award dollar value of your 2012 annual grant will be $1,400,000 which will be split evenly between stock options and RSUs. The target award dollar value attributable to stock options will be converted into a specific number of options (rounded up to the nearest ten) based on an assumed value per option equal to 40% of the average price. The target award dollar value attributable to RSUs will be converted into a specific number of RSUs (rounded up to the nearest five) using the average price. 1/3 of these stock options and RSUs would vest on each of the third, fourth and fifth anniversaries of the grant date, assuming continued employment and satisfaction of applicable performance conditions.
|
Signing Bonus:
|
The Company will pay you a signing bonus equal to $1,200,000, payable in four separate payments of $300,000 each (subject to applicable tax withholding). The first payment will be made within 30 days after your employment start date, and the remaining three payments will be made within 30 days of the second, third and fourth anniversaries of such start date, respectively, with each payment being subject to: (i) your continued active employment with Danaher through and on the date of such payment; and (ii) except as to the first payment, your timely execution without revocation of a general release of claims in favor of Danaher Corporation and its affiliates in a form reasonably satisfactory to the Company.
|
Retention Bonus:
|
The Company will pay you a retention bonus equal to $2,400,000, payable in three separate payments of $800,000 (subject to applicable tax withholding). Each payment will be made within 30 days of the eighth, ninth, and tenth anniversaries of your employment start date, respectively, with each payment being subject to: (i) your continued active employment with Danaher through and on the date of such payment; and (ii) your timely execution without revocation of a general release of claims in favor of Danaher Corporation and its affiliates in a form reasonably satisfactory to the Company.
|
EDIP Program:
|
You will be included in a select group of executives who participate in the Executive Deferred Incentive Program (EDIP), an exclusive, non-qualified executive benefit designed to supplement retirement benefits that otherwise are limited by IRS regulations; and provide the opportunity for you to defer taxation on a portion of your current income (base salary or bonus or both). Initially, the Company will direct 6% of your total annual target cash compensation (as calculated in accordance with the EDIP) into your EDIP account annually. Vesting requirements and your participation in the EDIP are subject to all of the terms and conditions set forth in such plan. Additional information on the EDIP is enclosed, and you will be scheduled for a formal EDIP orientation with a member of the Corporate Benefits team.
|
Benefits:
|
You will be eligible to participate in any employee benefit plan that the Company has adopted or may adopt, maintain, or contribute to for the benefit of its regular exempt employees generally, subject to satisfying any applicable eligibility requirements. You will be eligible to participate in our comprehensive medical, dental and life insurance benefits immediately upon your first day of employment with the Company. Information on our various benefit programs, including the Danaher Retirement and Savings Plan, is enclosed. Danaher will also reimburse you for the costs of an annual physical examination for executives.
|
Vacation:
|
You will be eligible for annual vacation benefits pursuant to the Company’s vacation policy.
|
Benefits:
|
The Company is pleased to provide relocation benefits through Prudential Relocation, our third party relocation services company. The relocation benefits available to you are set forth in the enclosed document, “Summary of Relocation Benefits for Angela S. Lalor.”
|
Tax Assistance
:
|
The Company will reimburse you for financial planning and tax preparation services in an amount not to exceed $5,000 per year provided you provide appropriate and satisfactory documentation for such reimbursement and such expenses otherwise satisfy the Company’s practices and policies.
|
Severance Benefits:
|
You will be eligible for severance pay and benefits under the Senior Leaders Severance Pay Plan of Danaher Corporation and its Affiliated Companies (the “Severance Plan”). For purposes of Section III.B of the Severance Plan, the total amount of severance pay for which you are eligible will be equal to your annual base salary at the time of your employment termination multiplied by (1 + your baseline annual bonus percentage under the annual cash incentive compensation plan as of the time of termination). Except for the foregoing provision, all other aspects of your severance pay and benefits shall be governed solely by the terms and conditions of the Severance Plan.
|
Employment :
|
Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your employment with the Company will be on an at-will basis, which means that either you or the Company can terminate the employment relationship at any time and for any reason (or no reason), with or without notice.
|
Offer:
|
This offer of employment is expressly conditioned upon your timely satisfaction of the following:
|
•
|
Execution of the Agreement Regarding Noncompetition and the Protection of Proprietary Interests
|
•
|
Execution of the Certification of Compliance With Obligations as to Prior Employers
|
•
|
Execution of the enclosed Danaher Corporation Standards of Conduct Certification
|
•
|
Execution of the enclosed Authorization and Notification for a consumer report or investigative consumer report
|
•
|
Satisfactory reference, background check and drug screen
|
/s/ Angela S. Lalor
|
Angela S. Lalor
|
Date: 3/19/2012
|
Agreed to by:
|
|
|
|
|
Danaher Corporation
|
|
|
/s/ Angela S. Lalor
|
By: /s/ H. Lawrence Culp, Jr.
|
Associate Signature
|
|
|
|
Angela S. Lalor
|
H. Lawrence Culp, Jr./President and CEO
|
Associate's Printed Name
|
Print Name and Title
|
|
|
Date: 3/19/12
|
Date: 3/23/12
|
|
(a)
|
fuel, oil, lubricants and other additives;
|
|
(b)
|
travel expenses of the crew, including food, lodging and ground transportation;
|
|
(c)
|
hangar and tie down costs away from the Aircraft’s base of operation;
|
|
(d)
|
insurance obtained for the specific flight;
|
|
(e)
|
landing fees, airport taxes and similar assessments;
|
|
(f)
|
customs, foreign permit and similar fees directly related to the flight;
|
|
(g)
|
in-flight food and beverages;
|
|
(h)
|
passenger ground transportation;
|
|
(i)
|
flight planning and weather contract services;
|
|
(j)
|
an additional charge equal to one hundred percent (100%) of the expenses listed in clause (a) above.
|
|
(a)
|
departure point;
|
|
(b)
|
destinations;
|
|
(c)
|
date and time of flight;
|
|
(d)
|
the identity of each anticipated passenger;
|
|
(e)
|
the nature and extent of luggage or cargo to be carried;
|
|
(f)
|
the date and time of a return flight, if any; and
|
|
(g)
|
any other information concerning the proposed flight that may be pertinent or required by Owner or Owner's flight crew.
|
|
(a)
|
he will use each Aircraft for and on his own account only and will not use any Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire;
|
|
(b)
|
he shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, and he shall not attempt to convey, mortgage, assign, lease or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien;
|
|
(c)
|
during the term of this Agreement, he will abide by and conform to all such laws, governmental, and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by a time-sharing lessee.
|
|
(a)
|
Owner will provide a copy of this Agreement to the Federal Aviation Administration, Aircraft Registration Branch, Technical Section, in Oklahoma City, Oklahoma within twenty-four hours of its execution. In addition, Owner will notify the FAA flight standards district office nearest the airport where the first flight under this Agreement will originate and provide it with a copy of this Agreement at least forty-eight (48) hours before takeoff of such flight, informing the FAA of (i) the location of the airport of departure; (ii) the departure time; and (iii) the registration number of the aircraft involved;
|
|
(b)
|
Truth in leasing statement under FAR Section 91.23:
|
|
(i)
|
OWNER HEREBY CERTIFIES THAT EACH AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EXECUTION OF THIS AGREEMENT, EXCEPT TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD, IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91. EACH OF OWNER AND LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN COMPLIANCE WITH THE APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF FAR PART 91 FOR ALL OPERATIONS TO BE CONDUCTED DURING THE TERM OF THIS AGREEMENT.
|
|
(ii)
|
OWNER, WHOSE NAME AND ADDRESS ARE SET FORTH ABOVE, SHALL BE SOLELY RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT DURING THE TERM OF THIS AGREEMENT.
|
|
(iii)
|
EACH OF OWNER AND LESSEE CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
|
|
(iv)
|
AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FARS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.
|
DANAHER CORPORATION
|
|
|
|
By:
|
/s/ Steven M. Rales
|
Name:
|
Steven M. Rales
|
Title:
|
Chairman of the Board
|
Date of Execution:
|
December 18, 2012
|
|
|
|
|
|
/s/ H. Lawrence Culp, Jr.
|
|
H. Lawrence Culp, Jr.
|
Date of Execution:
|
December 18, 2012
|
United States Registration Number
|
Aircraft Type
|
Manufacturer’s Serial Number
|
N909PM
|
Dassault Falcon 900B
|
|
N886DC
|
Dassault Falcon 900B
|
|
N807DC
|
Bombardier Global Express XRS (BD-700-1A10)
|
|
PLAN
SPONSOR
:
|
|
|
|
DANAHER CORPORATION
|
|
|
|
By:
|
/s/ Daniel L. Comas
|
|
Daniel L. Comas
|
Date:
|
December 6, 2012
|
|
|
|
|
Exhibit 21.1
|
|
Danaher Corporation
Subsidiaries of the Registrant |
|
Name
|
Jurisdiction of Formation
|
AB Qualitrol AKM
|
Sweden
|
AB Sciex KK
|
Japan
|
AB Sciex LLC
|
United States
|
AB Sciex LP
|
Canada
|
AB Sciex Pte Ltd.
|
Singapore
|
Aegean Partner LLC
|
United States
|
Allesee Orthodontic Appliances, Inc.
|
United States
|
Alltec Angewandte Laserlicht Technologie GmbH
|
Germany
|
American Precision Industries Inc.
|
United States
|
Anderson Instrument Co., Inc.
|
United States
|
Aquafine Corporation
|
United States
|
Aquafine GmbH
|
Germany
|
Aran Technologies Limited
|
Ireland
|
Arbor Networks, Inc.
|
United States
|
Argo Canada Holdings ULC
|
Canada
|
Aribex, Inc.
|
United States
|
Ball Screws and Actuators Co., Inc.
|
United States
|
Beaverton LLC
|
United States
|
Beckman Coulter AB
|
Sweden
|
Beckman Coulter Australia Pty Ltd
|
Australia
|
Beckman Coulter Biomedical GmbH
|
Germany
|
Beckman Coulter Biomedical Limited
|
Ireland
|
Beckman Coulter Biomedical, LLC
|
United States
|
Beckman Coulter Biyomedikal Urunler Sanayi ve Ticaret Limited [irketi]
|
Turkey
|
Beckman Coulter Canada LP
|
Canada
|
Beckman Coulter Ceska republika s.r.o.
|
Czech Republic
|
Beckman Coulter Commercial Enterprise (China) Co., Ltd.
|
China
|
Beckman Coulter d.o.o.
|
Croatia
|
Beckman Coulter de Mexico, S.A. de C.V.
|
Mexico
|
Beckman Coulter Diagnostics Limited
|
Ireland
|
Beckman Coulter do Brasil Comércio e Importação de Produtos de Laboratório Ltda.
|
Brazil
|
Beckman Coulter España, S.A.
|
Spain
|
Beckman Coulter Eurocenter S.A.
|
Switzerland
|
Beckman Coulter France S.A.S.
|
France
|
Beckman Coulter G.m.b.H.
|
Germany
|
Beckman Coulter Hong Kong Limited
|
Hong Kong
|
Beckman Coulter India Private Limited
|
India
|
Beckman Coulter International S.A.
|
Switzerland
|
Beckman Coulter Ireland Inc. [Ireland]
|
Ireland
|
Beckman Coulter Ireland Inc. [Panama]
|
Panama
|
Beckman Coulter K.K.
|
Japan
|
Beckman Coulter Korea Ltd.
|
Korea, Republic of
|
Beckman Coulter Laboratory Systems (Suzhou) Co. Ltd.
|
China
|
Beckman Coulter Limited Liability Company
|
Russia
|
Beckman Coulter Magyarország Kft
|
Hungary
|
Beckman Coulter Mishima K.K.
|
Japan
|
Beckman Coulter Nederland B.V.
|
Netherlands
|
Beckman Coulter Polska sp. z.o.o.
|
Poland
|
Beckman Coulter Puerto Rico Inc.
|
United States
|
Beckman Coulter Singapore Pte. Ltd.
|
Singapore
|
Beckman Coulter Slovenska republika s.r.o.
|
Slovakia
|
Beckman Coulter South Africa (Proprietary) Limited
|
South Africa
|
Beckman Coulter SRL
|
Italy
|
Beckman Coulter Taiwan Inc.
|
United States
|
Beckman Coulter United Kingdom Limited
|
United Kingdom
|
Beckman Coulter, Inc.
|
United States
|
Carnassial Corporation
|
Canada
|
ChemTreat, Inc.
|
United States
|
Citicon (Hong Kong) Limited
|
Hong Kong
|
ClearSight Networks, Inc.
|
United States
|
Comark Limited
|
United Kingdom
|
Corr-Tek Idrometria S.r.l.
|
Italy
|
Crison Instruments, S.A.
|
Spain
|
Danaher China Holdings Limited
|
Hong Kong
|
Danaher Evolution GmbH
|
Germany
|
Danaher Holding B.V.
|
Netherlands
|
Danaher Holding GmbH
|
Germany
|
Danaher Hong Kong Limited
|
Hong Kong
|
Danaher Medical ApS
|
Denmark
|
Danaher Setra-ICG (Tianjin) Co. Ltd.
|
China
|
Danaher UK Industries Limited
|
United Kingdom
|
DANRAD ApS
|
Denmark
|
DANRAD Holding ApS
|
Denmark
|
DATAPAQ Limited
|
United Kingdom
|
Dental Complex
|
Russia
|
Dental Equipment, LLC
|
United States
|
Dental Imaging Technologies Corporation
|
United States
|
DH Alpha Limited
|
United Kingdom
|
DH Business Services, LLC
|
United States
|
DH Cooperative, Inc.
|
United States
|
DH Denmark Holding ApS
|
Denmark
|
DH Holdings Corp.
|
United States
|
DH Technologies Development Pte Ltd.
|
Singapore
|
DHR Finland Oy
|
Finland
|
DHR Holding India Pvt. Ltd.
|
India
|
DHR Technologies Ireland Limited
|
Ireland
|
DOMS ApS
|
Denmark
|
Dr. Lange Nederland B.V.
|
Netherlands
|
Dynapar Corporation
|
United States
|
Esko Software BVBA
|
Belgium
|
Esko-Graphics BVBA
|
Belgium
|
Esko-Graphics Imaging GmbH
|
Germany
|
Fafnir GmbH
|
Germany
|
FJ 900, Inc.
|
United States
|
Fluke (UK) Limited
|
United Kingdom
|
Fluke Australia Pty Ltd
|
Australia
|
Fluke Corporation
|
United States
|
Fluke Deutschland GmbH
|
Germany
|
Fluke Electronics Corporation
|
United States
|
Fluke Europe B.V.
|
Netherlands
|
Fluke Holding Austria GmbH
|
Austria
|
Fluke Holding Company AB
|
Sweden
|
Fluke Industrial B.V.
|
Netherlands
|
Fluke International Holding B.V.
|
Netherlands
|
Fluke Italia S.r.l.
|
Italy
|
Fluke Precision Measurement Limited
|
United Kingdom
|
Fluke Shanghai Corporation
|
China
|
Fluke Software Ireland Limited
|
Ireland
|
Fullerton LLC
|
United States
|
Gems Sensors Inc.
|
United States
|
Gendex Dental Systems S.r.l.
|
Italy
|
Genetix Group Limited
|
United Kingdom
|
Gilbarco Australia Pty Ltd.
|
Australia
|
Gilbarco Autotank AB
|
Sweden
|
Gilbarco China Co. Ltd
|
China
|
Gilbarco GmbH & Co. KG
|
Germany
|
Gilbarco Inc.
|
United States
|
Gilbarco S.r.l.
|
Italy
|
Gilbarco Veeder Root India Private Limited
|
India
|
Hach Company
|
United States
|
Hach Lange ApS
|
Denmark
|
Hach Lange France S.A.S.
|
France
|
Hach Lange GmbH
|
Germany
|
Hach Lange S.r.l.
|
Italy
|
Hach Lange SARL
|
Switzerland
|
Hach S.A.S.
|
France
|
HACH ULTRA JAPAN KK
|
Japan
|
Hengstler GmbH
|
Germany
|
Hennessy Industries, Inc.
|
United States
|
Hexis Cientfica S.A.
|
Brazil
|
Hybritech Incorporated
|
United States
|
Immunotech S.A.S.
|
France
|
Immunotech s.r.o.
|
Czech Republic
|
Implant Direct Sybron Administration LLC
|
United States
|
Implant Direct Sybron International LLC
|
United States
|
Implant Direct Sybron Manufacturing LLC
|
United States
|
Infrared Integrated Systems Limited
|
United Kingdom
|
Instrumentarium Dental GmbH
|
Germany
|
Instrumentarium Dental Inc.
|
United States
|
Invetech Pty Ltd
|
Australia
|
Iris International, Inc.
|
United States
|
Iris Power LP
|
Canada
|
Jacobs Vehicle Systems, Inc.
|
United States
|
Janos Technology LLC
|
United States
|
Young’s L&S Dental Supplies Limited
|
Hong Kong
|
Joslyn Holding Company
|
United States
|
Kaltenbach & Voigt GmbH
|
Germany
|
KAVO Dental GmbH
|
Germany
|
KAVO Dental Ltd.
|
United Kingdom
|
Kavo Dental Systems Japan, Co., Ltd.
|
Japan
|
Kavo Dental Technologies, LLC
|
United States
|
Keithley Instruments, Inc.
|
United States
|
Kerr Australia Pty Limited
|
Australia
|
Kerr Corporation
|
United States
|
Kerr GmbH
|
Germany
|
Kerr Italia S.r.l.
|
Italy
|
KerrHawe S.A
|
Switzerland
|
Kollmorgen AB
|
Sweden
|
Kollmorgen Asia Investment Company
|
United States
|
Kollmorgen Corporation
|
United States
|
Kollmorgen Europe GmbH
|
Germany
|
Kollmorgen S.r.l.
|
Italy
|
Kollmorgen s.r.o.
|
Czech Republic
|
Kollmorgen Saro AB
|
Sweden
|
Launchchange Limited
|
United Kingdom
|
Launchchange Operations Limited
|
United Kingdom
|
Leica Biosystems Melbourne PTY LTD
|
Canada
|
Leica Biosystems Newcastle Limited
|
United Kingdom
|
Leica Biosystems Nussloch GmbH
|
Germany
|
Leica Biosystems Richmond, Inc.
|
United States
|
Leica Instruments (Singapore) Pte Limited
|
Singapore
|
Leica Microsystems (Schweiz) AG
|
Switzerland
|
Leica Microsystems (UK) Limited
|
United Kingdom
|
Leica Microsystems B.V.
|
Netherlands
|
Leica Microsystems Canada
|
Canada
|
Leica Microsystems CMS GmbH
|
Germany
|
Leica Microsystems Inc.
|
United States
|
Leica Microsystems IR GmbH
|
Germany
|
Leica Microsystems KK
|
Japan
|
Leica Microsystems Limited
|
Hong Kong
|
Leica Mikrosysteme GmbH
|
Austria
|
Leica Mikrosysteme Vertrieb GmbH
|
Germany
|
Life Sciences Holdings France SAS
|
France
|
Linx Printing Technologies Limited
|
United Kingdom
|
Lumigen, Inc.
|
United States
|
Martel Electronics Corp.
|
United States
|
McCrometer, Inc.
|
United States
|
Metrex Research, LLC
|
United States
|
Mixed Signals, Inc.
|
United States
|
Molecular Devices (Hong Kong) Limited
|
Hong Kong
|
Molecular Devices, LLC
|
United States
|
Motion Engineering Incorporated
|
United States
|
Navman Wireless Australia Pty.Ltd.
|
Austarlia
|
Navman Wireless Holdings LP
|
United States
|
Navman Wireless Intermediate Holdings LP
|
United States
|
Navman Wireless International Holdings Limited
|
United Kingdom
|
Navman Wireless New Zealand
|
New Zealand
|
Navman Wireless North America LP
|
United States
|
Navman Wireless UK ltd.
|
United Kingdom
|
Negele Messtechnik GmbH
|
Germany
|
Neoptix Canada LP
|
Canada
|
NMTC, Inc.
|
United States
|
Ormco BV
|
Netherlands
|
Ormco Corporation
|
United States
|
Ormco Europe BV
|
Netherlands
|
OTT Hydromet GmbH
|
Germany
|
Pacific Scientific Energetic Materials Company (Arizona) LLC
|
United States
|
Pacific Scientific Energetic Materials Company (California) LLC
|
United States
|
PacSci Motion Control, Inc.
|
United States
|
PaloDEx Group OY
|
Finland
|
Pantone LLC
|
United States
|
Portescap India Private Limited
|
India
|
Prozess und Maschinen Automation GmbH
|
Germany
|
Qualitrol Company LLC
|
United States
|
Qualitrol Finance Corp.
|
United States
|
Radiometer America Inc.
|
United States
|
HL Sensors
|
France
|
Radiometer GmbH
|
Germany
|
Radiometer K.K.
|
Japan
|
Radiometer Limited
|
United Kingdom
|
Radiometer Medical ApS
|
Denmark
|
Radiometer Medical Equipment (Shanghai) Co. Ltd.
|
China
|
Radiometer Medical Sales Pty Limited
|
Australia
|
Raytek GmbH
|
Germany
|
Salsnes Filter AS
|
Norway
|
Sea-Bird Electronics, Inc.
|
United States
|
Sendx Medical Inc.
|
United States
|
Setra Systems, Inc.
|
United States
|
Shanghai Shilu Instrument Co. Ltd.
|
China
|
Sonix, Inc.
|
United States
|
SpofaDental a.s.
|
Czech Republic
|
StatSpin, Inc.
|
United States
|
Stratema Indústria e Comércio Ltda.
|
Brazil
|
Sybron Canada Limited Partner Company
|
Canada
|
Sybron Canada LP
|
Canada
|
Sybron Dental Specialties, Inc.
|
United States
|
Sybron Implant Solutions Pty Ltd.
|
Australia
|
SyntheSys Research, Inc.
|
United States
|
Tektronix (China) Co., Limited
|
China
|
Tektronix Berlin GmbH & Co. KG
|
Germany
|
Tektronix China Trading
|
China
|
Tektronix Development Company
|
United States
|
Tektronix GmbH
|
Germany
|
Tektronix International Sales GmbH
|
Switzerland
|
Tektronix Texas, LLC
|
United States
|
Tektronix U.K. Holdings Limited
|
United Kingdom
|
Tektronix, Inc.
|
United States
|
TFF Corporation
|
Japan
|
Thomson Industries, Inc.
|
United States
|
Thomson Linear LLC
|
United States
|
Thomson Neff GmbH (f.k.a. Danaher Linear GmbH)
|
Germany
|
Tianjin Danaher Motion Co., Ltd.
|
China
|
TMX Holding LLC
|
United States
|
Tollo Linear AB
|
Sweden
|
Trojan Technologies
|
Canada
|
U.S. Peroxide, LLC
|
United States
|
Veeder-Root Company
|
United States
|
Venture Measurement Company LLC
|
United States
|
Videojet Do Brasil Comércio de Equipamentos Para Codificação Industrial Ltda.
|
Brazil
|
Videojet X-Rite K.K.
|
Japan
|
Videojet Technologies (Shanghai) Co., Ltd.
|
China
|
Videojet Technologies Europe B.V.
|
Netherlands
|
Videojet Technologies GmbH
|
Germany
|
Videojet Technologies JSC
|
Russia
|
Videojet Technologies LTD
|
United Kingdom
|
Videojet Technologies Mexico S. de R.L. de C.V.
|
Mexico
|
Videojet Technologies S.A.S.
|
France
|
Videojet Technologies, Inc.
|
United States
|
Viqua
|
Canada
|
VSS Monitoring, Inc.
|
United States
|
Wolke Inks & Printers GmbH
|
Germany
|
X-Ray Optical Systems, Inc.
|
United States
|
X-Rite Europe GmbH
|
Switzerland
|
X-Rite, Incorporated
|
United States
|
Zhuhai S.E.Z. Videojet Electronics Ltd.
|
China
|
Registration Number
|
|
Date Filed
|
|
|
333-181214
|
|
May 7, 2012
|
|
|
Name
|
|
Registration Number
|
|
Date Filed
|
Tektronix, Inc. 2005 Stock Incentive Plan, as amended; Tektronix, Inc. 2002 Stock Incentive Plan, as amended
|
|
333-147546
|
|
November 20, 2007
|
|
|
|
|
|
Danaher Corporation 2007 Stock Incentive Plan, as amended and restated; Amended and Restated Danaher Corporation 1998 Stock Option Plan
|
|
333-144572
|
|
July 13, 2007
|
|
|
|
|
|
Amended and Restated Danaher Corporation 1998 Stock Option Plan
Danaher Corporation 2007 Stock Incentive Plan, as amended and restated
|
|
333-59269
333-159059
333-175223
|
|
July 16, 1998
May 8, 2009
June 29, 2011
|
|
|
|
|
|
Danaher Corporation and Subsidiaries Retirement and Savings Plan; Danaher Corporation and Subsidiaries Savings Plan
|
|
333-107500
333-117678
333-159057
|
|
July 31, 2003
July 27, 2004
May 8, 2009
|
|
|
|
|
|
Danaher Corporation and Subsidiaries Amended and Restated Executive Deferred Incentive Program
|
|
333-105198
333-159056
|
|
May 13, 2003
May 8, 2009
|
/s/ Ernst & Young LLP
|
|
McLean, Virginia
|
February 22, 2013
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 21, 2013
|
By:
|
/s/ H. Lawrence Culp, Jr.
|
|
|
Name:
|
H. Lawrence Culp, Jr.
|
|
|
Title:
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 21, 2013
|
By:
|
/s/ Daniel L. Comas
|
|
|
Name:
|
Daniel L. Comas
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
February 21, 2013
|
By:
|
/s/ H. Lawrence Culp, Jr.
|
|
|
Name:
|
H. Lawrence Culp, Jr.
|
|
|
Title:
|
President and Chief Executive Officer
|
Date:
|
February 21, 2013
|
By:
|
/s/ Daniel L. Comas
|
|
|
Name:
|
Daniel L. Comas
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|