ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
59-1995548
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification number)
|
|
|
|
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C.
|
|
20037-1701
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
Page
|
PART I -
|
FINANCIAL INFORMATION
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
PART II -
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 29, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
2,150.7
|
|
|
$
|
1,678.7
|
|
Trade accounts receivable, net
|
3,118.3
|
|
|
3,267.3
|
|
||
Inventories:
|
|
|
|
||||
Finished goods
|
908.0
|
|
|
899.9
|
|
||
Work in process
|
325.4
|
|
|
291.2
|
|
||
Raw materials
|
633.1
|
|
|
622.3
|
|
||
Total inventories
|
1,866.5
|
|
|
1,813.4
|
|
||
Prepaid expenses and other current assets
|
774.5
|
|
|
828.4
|
|
||
Total current assets
|
7,910.0
|
|
|
7,587.8
|
|
||
Property, plant and equipment, net of accumulated depreciation of $2,039.1 and $1,962.3, respectively
|
2,109.9
|
|
|
2,140.9
|
|
||
Investment in joint venture
|
—
|
|
|
548.3
|
|
||
Other assets
|
941.6
|
|
|
858.0
|
|
||
Goodwill
|
15,359.4
|
|
|
15,462.0
|
|
||
Other intangible assets, net
|
6,148.4
|
|
|
6,344.0
|
|
||
Total assets
|
$
|
32,469.3
|
|
|
$
|
32,941.0
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
67.0
|
|
|
$
|
55.5
|
|
Trade accounts payable
|
1,534.5
|
|
|
1,546.3
|
|
||
Accrued expenses and other liabilities
|
2,325.0
|
|
|
2,604.3
|
|
||
Total current liabilities
|
3,926.5
|
|
|
4,206.1
|
|
||
Other long-term liabilities
|
4,389.3
|
|
|
4,363.4
|
|
||
Long-term debt
|
4,404.3
|
|
|
5,287.6
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Common stock - $0.01 par value
|
7.8
|
|
|
7.7
|
|
||
Additional paid-in capital
|
3,886.8
|
|
|
3,688.1
|
|
||
Retained earnings
|
16,054.5
|
|
|
15,379.9
|
|
||
Accumulated other comprehensive income (loss)
|
(268.0
|
)
|
|
(59.2
|
)
|
||
Total Danaher stockholders’ equity
|
19,681.1
|
|
|
19,016.5
|
|
||
Non-controlling interests
|
68.1
|
|
|
67.4
|
|
||
Total stockholders’ equity
|
19,749.2
|
|
|
19,083.9
|
|
||
Total liabilities and stockholders’ equity
|
$
|
32,469.3
|
|
|
$
|
32,941.0
|
|
|
Three Months Ended
|
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
|
||||
Sales
|
$
|
4,444.7
|
|
|
$
|
4,316.2
|
|
|
Cost of sales
|
(2,119.0
|
)
|
|
(2,080.7
|
)
|
|
||
Gross profit
|
2,325.7
|
|
|
2,235.5
|
|
|
||
Operating costs and other:
|
|
|
|
|
||||
Selling, general and administrative expenses
|
(1,298.4
|
)
|
|
(1,244.9
|
)
|
|
||
Research and development expenses
|
(296.4
|
)
|
|
(270.1
|
)
|
|
||
Earnings from unconsolidated joint venture
|
—
|
|
|
14.4
|
|
|
||
Operating profit
|
730.9
|
|
|
734.9
|
|
|
||
Non-operating income (expense):
|
|
|
|
|
||||
Gain on sale of unconsolidated joint venture
|
229.8
|
|
|
—
|
|
|
||
Interest expense
|
(39.2
|
)
|
|
(39.4
|
)
|
|
||
Interest income
|
0.9
|
|
|
0.7
|
|
|
||
Earnings from continuing operations before income taxes
|
922.4
|
|
|
696.2
|
|
|
||
Income taxes
|
(230.5
|
)
|
|
(176.2
|
)
|
|
||
Net earnings from continuing operations
|
691.9
|
|
|
520.0
|
|
|
||
Earnings from discontinued operations, net of income taxes
|
—
|
|
|
92.9
|
|
|
||
Net earnings
|
$
|
691.9
|
|
|
$
|
612.9
|
|
|
Net earnings per share from continuing operations:
|
|
|
|
|
||||
Basic
|
$
|
1.00
|
|
|
$
|
0.75
|
|
|
Diluted
|
$
|
0.98
|
|
|
$
|
0.73
|
|
|
Net earnings per share from discontinued operations:
|
|
|
|
|
||||
Basic
|
$
|
—
|
|
|
$
|
0.13
|
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.13
|
|
|
Net earnings per share:
|
|
|
|
|
||||
Basic
|
$
|
1.00
|
|
|
$
|
0.89
|
|
*
|
Diluted
|
$
|
0.98
|
|
|
$
|
0.86
|
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
||||
Basic
|
692.0
|
|
|
691.5
|
|
|
||
Diluted
|
708.4
|
|
|
714.0
|
|
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Net earnings
|
$
|
691.9
|
|
|
$
|
612.9
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
||||
Foreign currency translation adjustments
|
(256.5
|
)
|
|
156.0
|
|
||
Pension and post-retirement plan benefit adjustments
|
5.5
|
|
|
7.1
|
|
||
Unrealized gain on available-for-sale securities
|
42.2
|
|
|
28.3
|
|
||
Total other comprehensive income (loss), net of income taxes
|
(208.8
|
)
|
|
191.4
|
|
||
Comprehensive income
|
$
|
483.1
|
|
|
$
|
804.3
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
Controlling
Interests
|
|||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||
Balance, December 31, 2012
|
774.6
|
|
|
$
|
7.7
|
|
|
$
|
3,688.1
|
|
|
$
|
15,379.9
|
|
|
$
|
(59.2
|
)
|
|
$
|
67.4
|
|
Net earnings for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
691.9
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(208.8
|
)
|
|
—
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock based award activity
|
2.3
|
|
|
—
|
|
|
82.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issued in connection with LYONs’ conversions including tax benefit of $28.4
|
3.1
|
|
|
0.1
|
|
|
116.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Balance, March 29, 2013
|
780.0
|
|
|
$
|
7.8
|
|
|
$
|
3,886.8
|
|
|
$
|
16,054.5
|
|
|
$
|
(268.0
|
)
|
|
$
|
68.1
|
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
691.9
|
|
|
$
|
612.9
|
|
Less: earnings from discontinued operations, net of income taxes
|
—
|
|
|
92.9
|
|
||
Net earnings from continuing operations
|
691.9
|
|
|
520.0
|
|
||
Non-cash items:
|
|
|
|
||||
Depreciation
|
127.5
|
|
|
121.0
|
|
||
Amortization
|
89.3
|
|
|
81.3
|
|
||
Stock compensation expense
|
27.8
|
|
|
23.7
|
|
||
Earnings from unconsolidated joint venture, net of cash dividends received
|
66.6
|
|
|
(9.3
|
)
|
||
Pre-tax gain on sale of unconsolidated joint venture
|
(229.8
|
)
|
|
—
|
|
||
Change in trade accounts receivable, net
|
105.9
|
|
|
97.7
|
|
||
Change in inventories
|
(89.4
|
)
|
|
(76.1
|
)
|
||
Change in trade accounts payable
|
10.1
|
|
|
23.5
|
|
||
Change in prepaid expenses and other assets
|
43.6
|
|
|
84.6
|
|
||
Change in accrued expenses and other liabilities
|
(207.0
|
)
|
|
(215.0
|
)
|
||
Total operating cash provided by continuing operations
|
636.5
|
|
|
651.4
|
|
||
Total operating cash used in discontinued operations
|
—
|
|
|
(6.1
|
)
|
||
Net cash provided by operating activities
|
636.5
|
|
|
645.3
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for acquisitions
|
(12.1
|
)
|
|
(55.7
|
)
|
||
Payments for additions to property, plant and equipment
|
(116.3
|
)
|
|
(117.8
|
)
|
||
Proceeds from sale of unconsolidated joint venture
|
692.0
|
|
|
—
|
|
||
All other investing activities
|
(8.9
|
)
|
|
2.7
|
|
||
Total investing cash provided by (used in) continuing operations
|
554.7
|
|
|
(170.8
|
)
|
||
Proceeds from sale of discontinued operations
|
—
|
|
|
337.5
|
|
||
Net cash provided by investing activities
|
554.7
|
|
|
166.7
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the issuance of common stock
|
54.3
|
|
|
71.0
|
|
||
Payment of dividends
|
—
|
|
|
(17.3
|
)
|
||
Net repayments of borrowings (maturities of 90 days or less)
|
(764.3
|
)
|
|
(362.9
|
)
|
||
Repayments of borrowings (maturities longer than 90 days)
|
(0.5
|
)
|
|
(1.4
|
)
|
||
Net cash used in financing activities
|
(710.5
|
)
|
|
(310.6
|
)
|
||
Effect of exchange rate changes on cash and equivalents
|
(8.7
|
)
|
|
4.9
|
|
||
Net change in cash and equivalents
|
472.0
|
|
|
506.3
|
|
||
Beginning balance of cash and equivalents
|
1,678.7
|
|
|
537.0
|
|
||
Ending balance of cash and equivalents
|
$
|
2,150.7
|
|
|
$
|
1,043.3
|
|
Supplemental disclosures:
|
|
|
|
||||
Cash interest payments
|
$
|
37.7
|
|
|
$
|
38.3
|
|
Cash income tax payments
|
$
|
57.1
|
|
|
$
|
53.9
|
|
|
Foreign
currency
translation
adjustments
|
|
Pension and post-retirement plan benefit adjustments
|
|
Unrealized
gain on
available-for-
sale securities
|
|
Total
|
||||||||
For the Three Months Ended March 30, 2012:
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2011
|
$
|
384.5
|
|
|
$
|
(516.0
|
)
|
|
$
|
94.6
|
|
|
$
|
(36.9
|
)
|
Net current period other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Pre-tax income
|
156.0
|
|
|
11.1
|
|
|
45.3
|
|
|
212.4
|
|
||||
Income tax expense
|
—
|
|
|
(4.0
|
)
|
|
(17.0
|
)
|
|
(21.0
|
)
|
||||
Net current period other comprehensive income, net of income taxes
|
156.0
|
|
|
7.1
|
|
|
28.3
|
|
|
191.4
|
|
||||
Balance, March 30, 2012
|
$
|
540.5
|
|
|
$
|
(508.9
|
)
|
|
$
|
122.9
|
|
|
$
|
154.5
|
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
4,446.4
|
|
|
$
|
4,439.7
|
|
Net earnings from continuing operations
|
692.1
|
|
|
524.1
|
|
||
Diluted net earnings per share from continuing operations
|
$
|
0.98
|
|
|
$
|
0.74
|
|
Balance, December 31, 2012
|
$
|
15,462.0
|
|
Attributable to 2013 acquisitions
|
6.6
|
|
|
Foreign currency translation & other
|
(109.2
|
)
|
|
Balance, March 29, 2013
|
$
|
15,359.4
|
|
|
March 29, 2013
|
|
December 31, 2012
|
||||
Test & Measurement
|
$
|
3,187.5
|
|
|
$
|
3,222.1
|
|
Environmental
|
1,594.7
|
|
|
1,554.9
|
|
||
Life Sciences & Diagnostics
|
6,067.0
|
|
|
6,138.9
|
|
||
Dental
|
2,147.9
|
|
|
2,168.0
|
|
||
Industrial Technologies
|
2,362.3
|
|
|
2,378.1
|
|
||
|
$
|
15,359.4
|
|
|
$
|
15,462.0
|
|
|
Quoted Prices
in Active
Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|||||||
March 29, 2013:
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Available-for-sale securities
|
$
|
397.0
|
|
|
—
|
|
|
—
|
|
|
$
|
397.0
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred compensation plans
|
—
|
|
|
$
|
66.2
|
|
|
—
|
|
|
66.2
|
|
||
Currency swap agreement
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|||
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
|
|
|
March 29, 2013
|
|
December 31, 2012
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
397.0
|
|
|
$
|
397.0
|
|
|
$
|
329.5
|
|
|
$
|
329.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term borrowings
|
67.0
|
|
|
67.0
|
|
|
55.5
|
|
|
55.5
|
|
||||
Long-term borrowings
|
4,404.3
|
|
|
4,983.0
|
|
|
5,287.6
|
|
|
5,917.3
|
|
||||
Currency swap agreement
|
6.4
|
|
|
6.4
|
|
|
24.9
|
|
|
24.9
|
|
|
March 29, 2013
|
|
December 31, 2012
|
||||
U.S. dollar-denominated commercial paper
|
$
|
450.0
|
|
|
$
|
1,224.5
|
|
4.5% guaranteed Eurobond notes due 2013 (€500 million)
|
641.1
|
|
|
659.8
|
|
||
Floating rate senior notes due 2013
|
300.0
|
|
|
300.0
|
|
||
1.3% senior notes due 2014
|
400.0
|
|
|
400.0
|
|
||
2.3% senior notes due 2016
|
500.0
|
|
|
500.0
|
|
||
5.625% senior notes due 2018
|
500.0
|
|
|
500.0
|
|
||
5.4% senior notes due 2019
|
750.0
|
|
|
750.0
|
|
||
3.9% senior notes due 2021
|
600.0
|
|
|
600.0
|
|
||
Zero-coupon LYONs due 2021
|
194.5
|
|
|
281.4
|
|
||
Other
|
135.7
|
|
|
127.4
|
|
||
Subtotal
|
4,471.3
|
|
|
5,343.1
|
|
||
Less – current portion
|
67.0
|
|
|
55.5
|
|
||
Long-term debt
|
$
|
4,404.3
|
|
|
$
|
5,287.6
|
|
|
U.S.
|
|
Non U.S.
|
||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 29, 2013
|
|
March 30, 2012
|
|
March 29, 2013
|
|
March 30, 2012
|
||||||||
Service cost
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
$
|
6.5
|
|
|
$
|
5.7
|
|
Interest cost
|
23.7
|
|
|
24.9
|
|
|
10.4
|
|
|
10.7
|
|
||||
Expected return on plan assets
|
(31.4
|
)
|
|
(32.2
|
)
|
|
(8.6
|
)
|
|
(8.1
|
)
|
||||
Amortization of actuarial loss
|
7.0
|
|
|
9.5
|
|
|
2.0
|
|
|
1.2
|
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Settlement losses recognized
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.9
|
|
||||
Net periodic benefit cost
|
$
|
0.7
|
|
|
$
|
3.7
|
|
|
$
|
10.8
|
|
|
$
|
10.3
|
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.5
|
|
Interest cost
|
2.1
|
|
|
2.7
|
|
||
Amortization of prior service credit
|
(1.6
|
)
|
|
(1.4
|
)
|
||
Amortization of actuarial loss
|
0.4
|
|
|
1.0
|
|
||
Net periodic benefit cost
|
$
|
1.3
|
|
|
$
|
2.8
|
|
Risk-free interest rate
|
1.11 – 1.68%
|
Weighted average volatility
|
24.2%
|
Dividend yield
|
0.2%
|
Expected years until exercise
|
6.0 to 8.5
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
RSUs and restricted shares:
|
|
|
|
||||
Pre-tax compensation expense
|
$
|
15.5
|
|
|
$
|
12.7
|
|
Income tax benefit
|
(4.6
|
)
|
|
(4.8
|
)
|
||
RSU and restricted share expense, net of income taxes
|
$
|
10.9
|
|
|
$
|
7.9
|
|
Stock options:
|
|
|
|
||||
Pre-tax compensation expense
|
$
|
12.3
|
|
|
$
|
11.0
|
|
Income tax benefit
|
(3.8
|
)
|
|
(3.3
|
)
|
||
Stock option expense, net of income taxes
|
$
|
8.5
|
|
|
$
|
7.7
|
|
Total stock-based compensation:
|
|
|
|
||||
Pre-tax compensation expense
|
$
|
27.8
|
|
|
$
|
23.7
|
|
Income tax benefit
|
(8.4
|
)
|
|
(8.1
|
)
|
||
Total stock-based compensation expense, net of income taxes
|
$
|
19.4
|
|
|
$
|
15.6
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average
Remaining
Contractual Term
(in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding as of December 31, 2012
|
27,372
|
|
|
$
|
37.94
|
|
|
|
|
|
||
Granted
|
1,452
|
|
|
60.99
|
|
|
|
|
|
|||
Exercised
|
(1,626
|
)
|
|
30.81
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(350
|
)
|
|
40.12
|
|
|
|
|
|
|||
Outstanding as of March 29, 2013
|
26,848
|
|
|
$
|
39.59
|
|
|
6
|
|
$
|
605,786
|
|
Vested and Expected to Vest as of March 29, 2013
(1)
|
26,140
|
|
|
$
|
39.31
|
|
|
6
|
|
$
|
597,126
|
|
Vested as of March 29, 2013
|
14,761
|
|
|
$
|
33.42
|
|
|
4
|
|
$
|
424,069
|
|
(1)
|
The “Expected to Vest” options are the net unvested options that remain after applying the pre-vesting forfeiture rate assumption to total unvested options.
|
|
Number of RSUs/Restricted
Shares (in thousands)
|
|
Weighted Average
Grant-Date Fair Value
|
|||
Unvested as of December 31, 2012
|
5,585
|
|
|
$
|
43.29
|
|
Granted
|
602
|
|
|
60.99
|
|
|
Vested
|
(684
|
)
|
|
35.54
|
|
|
Forfeited
|
(231
|
)
|
|
39.79
|
|
|
Unvested as of March 29, 2013
|
5,272
|
|
|
$
|
46.47
|
|
|
Balance as of
|
|
Paid/
|
|
Balance as of
|
||||||
|
December 31, 2012
|
|
Settled
|
|
March 29, 2013
|
||||||
Restructuring charges:
|
|
|
|
|
|
||||||
Employee severance and related
|
$
|
96.9
|
|
|
$
|
(39.2
|
)
|
|
$
|
57.7
|
|
Facility exit and related
|
6.8
|
|
|
(2.8
|
)
|
|
4.0
|
|
|||
Total restructuring
|
$
|
103.7
|
|
|
$
|
(42.0
|
)
|
|
$
|
61.7
|
|
Balance, December 31, 2012
|
$
|
140.7
|
|
Accruals for warranties issued during the period
|
34.1
|
|
|
Settlements made
|
(33.8
|
)
|
|
Effect of foreign currency translation
|
(1.1
|
)
|
|
Balance, March 29, 2013
|
$
|
139.9
|
|
|
Net Earnings
From Continuing
Operations
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
For the Three Months Ended March 29, 2013:
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
691.9
|
|
|
692.0
|
|
|
$
|
1.00
|
|
Adjustment for interest on convertible debentures
|
1.1
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
8.6
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
7.8
|
|
|
|
|||
Diluted EPS
|
$
|
693.0
|
|
|
708.4
|
|
|
$
|
0.98
|
|
|
|
|
|
|
|
|||||
For the Three Months Ended March 30, 2012:
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
520.0
|
|
|
691.5
|
|
|
$
|
0.75
|
|
Adjustment for interest on convertible debentures
|
1.6
|
|
|
—
|
|
|
|
|||
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
10.0
|
|
|
|
|||
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
12.5
|
|
|
|
|||
Diluted EPS
|
$
|
521.6
|
|
|
714.0
|
|
|
$
|
0.73
|
|
|
Sales
|
|
Operating Profit
|
||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 29, 2013
|
|
March 30, 2012
|
|
March 29, 2013
|
|
March 30, 2012
|
||||||||
Test & Measurement
|
$
|
855.4
|
|
|
$
|
846.4
|
|
|
$
|
187.3
|
|
|
$
|
191.6
|
|
Environmental
|
725.3
|
|
|
694.6
|
|
|
135.1
|
|
|
129.1
|
|
||||
Life Sciences & Diagnostics
|
1,567.4
|
|
|
1,545.9
|
|
|
199.3
|
|
|
205.9
|
|
||||
Dental
|
479.8
|
|
|
464.7
|
|
|
62.9
|
|
|
58.9
|
|
||||
Industrial Technologies
|
816.8
|
|
|
764.6
|
|
|
170.9
|
|
|
157.8
|
|
||||
Equity method earnings of Apex joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(24.6
|
)
|
|
(22.7
|
)
|
||||
|
$
|
4,444.7
|
|
|
$
|
4,316.2
|
|
|
$
|
730.9
|
|
|
$
|
734.9
|
|
•
|
Information Relating to Forward-Looking Statements
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Conditions in the global economy, the markets we serve and the financial m
arkets (including the automatic reductions in U.S. Federal government spending that went into effect during the first quarter of 2013, known as sequestration)
may adversely affect our business and financial statements.
|
•
|
Our restructuring actions could have long-term adverse effects on our business.
|
•
|
Our growth could suffer if the markets into which we sell our products decline, do not grow as anticipated or experience cyclicality.
|
•
|
We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce prices for our products.
|
•
|
Our growth depends in part on the timely development and commercialization, and customer acceptance, of new products and product enhancements based on technological innovation.
|
•
|
Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners.
|
•
|
Any inability to consummate acquisitions at our historical rate and at appropriate prices could negatively impact our growth rate and stock price.
|
•
|
Our acquisition of businesses could negatively impact our financial statements.
|
•
|
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
|
•
|
Divestitures could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements.
|
•
|
Certain of our businesses are subject to extensive regulation by the U.S. Food and Drug Administration (“FDA”) and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our reputation and financial statements.
|
•
|
The healthcare industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial statements.
|
•
|
Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our financial statements and reputation.
|
•
|
Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial statements and reputation.
|
•
|
We may be required to recognize impairment charges for our goodwill and other intangible assets.
|
•
|
Foreign currency exchange rates may adversely affect our financial statements.
|
•
|
Changes in our tax rates or exposure to additional tax liabilities could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.
|
•
|
We are subject to a variety of litigation and similar proceedings in the course of our business that could adversely affect our financial statements.
|
•
|
If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.
|
•
|
Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
|
•
|
Product defects and unanticipated use or inadequate disclosure with respect to our products could adversely affect our business, reputation and financial statements.
|
•
|
The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our business could suffer.
|
•
|
Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could adversely affect our liquidity and financial condition.
|
•
|
Adverse changes in our relationships with, or the financial condition, performance or purchasing patterns of, key distributors and other channel partners could adversely affect our financial statements.
|
•
|
Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations.
|
•
|
If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our profitability may suffer. In addition, our reliance upon sole sources of supply for certain materials and components could cause production interruptions, delays and inefficiencies.
|
•
|
Changes in governmental regulations may reduce demand for our products or increase our expenses.
|
•
|
Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.
|
•
|
International economic, political, legal and business factors could negatively affect our financial statements.
|
•
|
If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
|
•
|
A significant disruption in, or breach in security of, our information technology systems could adversely affect our business.
|
•
|
Our defined benefit pension plans are subject to financial market risks that could adversely affect our financial statements.
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Test & Measurement
|
$
|
855.4
|
|
|
$
|
846.4
|
|
Environmental
|
725.3
|
|
|
694.6
|
|
||
Life Sciences & Diagnostics
|
1,567.4
|
|
|
1,545.9
|
|
||
Dental
|
479.8
|
|
|
464.7
|
|
||
Industrial Technologies
|
816.8
|
|
|
764.6
|
|
||
Total
|
$
|
4,444.7
|
|
|
$
|
4,316.2
|
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
855.4
|
|
|
$
|
846.4
|
|
Operating profit
|
187.3
|
|
|
191.6
|
|
||
Depreciation and amortization
|
33.8
|
|
|
31.2
|
|
||
Operating profit as a % of sales
|
21.9
|
%
|
|
22.6
|
%
|
||
Depreciation and amortization as a % of sales
|
4.0
|
%
|
|
3.7
|
%
|
Components of Sales Growth
|
% Change
Three Months Ended March 29, 2013 vs.
Comparable 2012 Period
|
|
Existing businesses
|
—
|
%
|
Acquisitions
|
1.5
|
%
|
Currency exchange rates
|
(0.5
|
)%
|
Total
|
1.0
|
%
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
725.3
|
|
|
$
|
694.6
|
|
Operating profit
|
135.1
|
|
|
129.1
|
|
||
Depreciation and amortization
|
13.2
|
|
|
11.6
|
|
||
Operating profit as a % of sales
|
18.6
|
%
|
|
18.6
|
%
|
||
Depreciation and amortization as a % of sales
|
1.8
|
%
|
|
1.7
|
%
|
Components of Sales Growth
|
% Change
Three Months Ended March 29, 2013 vs.
Comparable 2012 Period
|
|
Existing businesses
|
1.0
|
%
|
Acquisitions
|
4.0
|
%
|
Currency exchange rates
|
(0.5
|
)%
|
Total
|
4.5
|
%
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
1,567.4
|
|
|
$
|
1,545.9
|
|
Operating profit
|
199.3
|
|
|
205.9
|
|
||
Depreciation and amortization
|
125.2
|
|
|
117.8
|
|
||
Operating profit as a % of sales
|
12.7
|
%
|
|
13.3
|
%
|
||
Depreciation and amortization as a % of sales
|
8.0
|
%
|
|
7.6
|
%
|
Components of Sales Growth
|
% Change
Three Months Ended March 29, 2013 vs.
Comparable 2012 Period
|
|
Existing businesses
|
2.5
|
%
|
Acquisitions/divestitures
|
0.5
|
%
|
Currency exchange rates
|
(1.5
|
)%
|
Total
|
1.5
|
%
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
479.8
|
|
|
$
|
464.7
|
|
Operating profit
|
62.9
|
|
|
58.9
|
|
||
Depreciation and amortization
|
20.9
|
|
|
22.8
|
|
||
Operating profit as a % of sales
|
13.1
|
%
|
|
12.7
|
%
|
||
Depreciation and amortization as a % of sales
|
4.4
|
%
|
|
4.9
|
%
|
Components of Sales Growth
|
% Change
Three Months Ended March 29, 2013 vs.
Comparable 2012 Period
|
|
Existing businesses
|
2.5
|
%
|
Acquisitions
|
1.0
|
%
|
Currency exchange rates
|
(0.5
|
)%
|
Total
|
3.0
|
%
|
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
816.8
|
|
|
$
|
764.6
|
|
Operating profit
|
170.9
|
|
|
157.8
|
|
||
Depreciation and amortization
|
21.8
|
|
|
17.4
|
|
||
Operating profit as a % of sales
|
20.9
|
%
|
|
20.6
|
%
|
||
Depreciation and amortization as a % of sales
|
2.7
|
%
|
|
2.3
|
%
|
Components of Sales Growth
|
% Change
Three Months Ended March 29, 2013 vs.
Comparable 2012 Period
|
|
Existing businesses
|
(1.5
|
)%
|
Acquisitions
|
8.5
|
%
|
Currency exchange rates
|
—
|
%
|
Total
|
7.0
|
%
|
($ in millions)
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
4,444.7
|
|
|
$
|
4,316.2
|
|
Cost of sales
|
(2,119.0
|
)
|
|
(2,080.7
|
)
|
||
Gross profit
|
2,325.7
|
|
|
2,235.5
|
|
||
Gross profit margin
|
52.3
|
%
|
|
51.8
|
%
|
($ in millions)
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Sales
|
$
|
4,444.7
|
|
|
$
|
4,316.2
|
|
Selling, general and administrative expenses
|
1,298.4
|
|
|
1,244.9
|
|
||
Research and development expenses
|
296.4
|
|
|
270.1
|
|
||
SG&A as a % of sales
|
29.2
|
%
|
|
28.8
|
%
|
||
R&D as a % of sales
|
6.7
|
%
|
|
6.3
|
%
|
($ in millions)
|
Three Months Ended
|
||||||
|
March 29, 2013
|
|
March 30, 2012
|
||||
Total operating cash flows provided by continuing operations
|
$
|
636.5
|
|
|
$
|
651.4
|
|
|
|
|
|
||||
Cash paid for acquisitions
|
$
|
(12.1
|
)
|
|
$
|
(55.7
|
)
|
Payments for additions to property, plant and equipment
|
(116.3
|
)
|
|
(117.8
|
)
|
||
Proceeds from sale of unconsolidated joint venture
|
692.0
|
|
|
—
|
|
||
Proceeds from sale of discontinued operations
|
—
|
|
|
337.5
|
|
||
All other investing activities
|
(8.9
|
)
|
|
2.7
|
|
||
Net cash provided by investing activities
|
$
|
554.7
|
|
|
$
|
166.7
|
|
|
|
|
|
||||
Proceeds from issuance of common stock
|
$
|
54.3
|
|
|
$
|
71.0
|
|
Payment of dividends
|
—
|
|
|
(17.3
|
)
|
||
Net repayments of borrowings (maturities of 90 days or less)
|
(764.3
|
)
|
|
(362.9
|
)
|
||
Repayments of borrowings (maturities longer than 90 days)
|
(0.5
|
)
|
|
(1.4
|
)
|
||
Net cash used in financing activities
|
$
|
(710.5
|
)
|
|
$
|
(310.6
|
)
|
•
|
Operating cash flows from continuing operations, a key source of the Company’s liquidity, decreased
$15 million
, or
2%
, during the first quarter of
2013
as compared to the first quarter of
2012
.
|
•
|
The net repayment of borrowings with maturities of 90 days or less constituted the most significant use of cash during the first three months of 2013. The Company repaid
$764 million
of such borrowings during the period, primarily commercial paper borrowings.
|
•
|
In February 2013, the Company sold its investment in Apex, an unconsolidated joint venture. Aggregate cash proceeds received during the first three months of
2013
in connection with the sale were
$759 million
(including
$67 million
of dividends received during 2013 prior to the closing of the sale).
|
•
|
The Company acquired
one
business during the first quarter of
2013
for total consideration (net of cash acquired) of
$12 million
.
|
•
|
The Company’s
2012
restructuring activities used
$42 million
in cash during the first
three
months of
2013
.
|
•
|
As of
March 29, 2013
, the Company held
$2.1 billion
of cash and cash equivalents.
|
•
|
Earnings from continuing operations increased by
$172 million
in the first quarter of
2013
as compared to the first quarter of
2012
. The Company realized a
$230 million
pre-tax gain on the sale of the Apex joint venture, the proceeds for which are shown in the investing activities section of the Statement of Cash Flows and therefore do not contribute to operating cash flows.
|
•
|
Earnings for the first
three
months of
2013
reflected an increase of
$15 million
of depreciation and amortization expense as compared to the comparable period of 2012. Amortization expense primarily relates to the amortization of intangible assets acquired in connection with acquisitions. Depreciation expense relates to both the Company's manufacturing and operating facilities as well as instrumentation leased to customers under operating-type lease arrangements. 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
$27 million
in operating cash flows during the first
three
months of
2013
, compared to the comparable period of
2012
during which these items provided
$45 million
in operating cash flows. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories 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 were approximately $3 million higher during the first quarter of
2013
as compared to the first quarter of
2012
.
|
•
|
During the first
three
months of
2013
, the Company paid
$42 million
related to its 2012 restructuring activities.
|
(a)
|
Exhibits:
|
(1)
|
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).
|
(2)
|
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).
|
(3)
|
See Note 12, “Net Earnings Per Share from Continuing Operations”, to our Consolidated Condensed Financial Statements.
|
(4)
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets as of
March 29, 2013
and
December 31, 2012
, (ii) Consolidated Condensed Statements of Earnings for the
three
months ended
March 29, 2013
and
March 30, 2012
, (iii) Consolidated Condensed Statements of Comprehensive Income for the
three
months ended
March 29, 2013
and
March 30, 2012
, (iv) Consolidated Condensed Statement of Stockholders’ Equity for the
three
months ended
March 29, 2013
, (v) Consolidated Condensed Statements of Cash Flows for the
three
months ended
March 29, 2013
and
March 30, 2012
, and (vi) Notes to Consolidated Condensed Financial Statements.
|
|
|
|
DANAHER CORPORATION:
|
|
|
|
|
|
|
Date:
|
April 17, 2013
|
|
By:
|
/s/ Daniel L. Comas
|
|
|
|
Daniel L. Comas
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
April 17, 2013
|
|
By:
|
/s/ Robert S. Lutz
|
|
|
|
Robert S. Lutz
|
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
Table of Contents
|
|
|
|
|
Page
|
|
|
|
|
|
I.
|
Introduction
|
3
|
|
|
|
|
|
II.
|
Eligibility
|
3
|
|
|
|
|
|
III.
|
Calculation of severance pay
|
7
|
|
|
|
|
|
IV.
|
Provisions applicable to severance benefits
|
8
|
|
|
|
|
|
V.
|
Termination or amendment of the plan
|
13
|
|
|
|
|
|
VI.
|
How the plan is administered
|
13
|
|
|
|
|
|
VII.
|
How to make or appeal a claim
|
13
|
|
|
|
|
|
VIII.
|
Other plan provisions
|
16
|
|
|
|
|
|
IX.
|
ERISA rights
|
17
|
|
|
|
|
|
X.
|
General information
|
19
|
|
I.
|
INTRODUCTION
|
II.
|
ELIGIBILITY
|
1.
|
The employee is a president of a U.S. operating Employer with annual revenue of at least $100 million, or is a management employee who is a direct report to such a president employee; or
|
2.
|
The employee is employed by an Employer in a capacity considered to be the equivalent of or a more senior role than “president employees” described in Item 1 above (for example, Danaher Corporation Executive Officers, Corporate Officers, Executive Vice Presidents, Senior Vice Presidents, Group Executives, etc.) or is a management employee who is a direct report to employees in such a senior leadership role; or
|
3.
|
The employee is a Vice President, Director, or Principal of an Employer that is either Beckman Coulter, Inc. or one of its subsidiaries in the United States, and such employee is either notified of his or her termination on or after January 1, 2013, or was notified of his or her termination before January 1, 2013, but whose employment is not terminated until on or after April 1, 2013.
|
1.
|
a reduction in the Employer’s workforce or a plant closing;
|
2.
|
elimination of their jobs or positions;
|
3.
|
termination by the Employer prior to or upon and in connection with a sale or divestiture of the Employer, or any division, business unit, plant or office location of the Employer, where the employees affected are not offered continuing or new employment by the purchaser or the Employer and do not leave prior to the termination date selected by the Employer; or
|
4.
|
the determination in the Employer’s sole judgment that they are unsuited for their position, and/or their performance, though well-intentioned, does not meet the Employer’s standards. Despite this provision, employees terminated for “cause” (see definition in Section II.B below) are not eligible for benefits under this Plan.
|
1.
|
the employee is eligible for severance benefits under the Salaried Employees Severance Pay Plan of Danaher Corporation and its Affiliated Companies;
|
2.
|
the employee voluntarily quits or is discharged for cause, as determined by the employee’s Employer in its sole discretion (“cause” for purposes of the Plan means: (i) the employee’s dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Employer, or any other action in willful disregard of the interests of the Employer; (ii) the employee’s conviction of, or pleading guilty or no contest to (1) a felony, (2) any misdemeanor (other than a traffic violation), or (3) any other crime or activity that would impair the employee’s ability to perform duties or impair the business reputation of the Employer; (iii) the employee’s willful failure or refusal to satisfactorily perform any duties assigned to the employee; (iv) the employee’s failure or refusal to comply with Company standards, policies or procedures, including without limitation the Company’s Standards of Conduct as amended from time to time; (v) the employee’s violation of any restrictive covenant agreement with an Employer; (vi) the employee’s engaging in any activity that is in conflict with the business purposes of the Employer, as determined in the Employer’s sole discretion, or (vii) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under this Agreement);
|
3.
|
the employee voluntarily elects early or normal retirement;
|
4.
|
the employee terminates employment by reason of death;
|
5.
|
the employee terminates employment under circumstances that entitle the employee to receive long term disability benefits;
|
6.
|
the employee’s position is eliminated by the Employer, but the employee is offered and refuses the same or a substantially similar position at comparable base salary and comparable annual target incentive compensation at the same location or within commuting distance of his or her home (defined as 35 miles from his or her residence, or his or her current commute, whichever is greater);
|
7.
|
the employee’s employment with the Employer is terminated, but the employee is offered and refuses the same or a substantially similar position at comparable base salary and comparable annual target incentive compensation at the same location or within commuting distance of his or her home (defined as 35 miles from his or her residence, or his or her current commute, whichever is greater) by an entity purchasing the Employer or any division, business unit, plant or office location of the Employer, which employs such employees;
|
8.
|
the employee’s employment with the Employer ends after this Plan has been terminated;
|
9.
|
the employee has been informed of the termination of his or her employment, but the employee leaves employment with the Employer before a date authorized by the Employer;
|
10.
|
the employee has waived the right to severance benefits under this Plan and acknowledged this waiver in writing; or
|
11.
|
the employee was notified of his or her termination of employment on or before December 31, 2012, unless the employee meets the criteria in Section II.A.3. above.
|
III.
|
CALCULATION OF SEVERANCE PAY
|
IV.
|
PROVISIONS APPLICABLE TO SEVERANCE BENEFITS
|
A.
|
Method of Severance Payments
— Severance payments and subsidized COBRA continuation coverage will be provided only if the Employer receives a signed Separation Agreement and General Release from the eligible employee as provided in Section IV.F. Severance payments to eligible employees shall be paid in accordance with the Employer’s customary payroll practices for the Employer’s full and partial pay periods until the total severance is paid. Severance pay is subject to any federal, state and local tax deductions and withholding.
|
B.
|
COBRA Continuation and Subsidized COBRA
- The number of months during which the eligible employee is entitled to severance pay is called the “Severance Period.” An employee eligible for severance payments who is enrolled in one or more of the following programs under the Danaher Corporation and Subsidiaries Medical Plan, Dental Plan or Vision Plan (“Danaher Corporation Welfare Benefit Plans”) shall be given the opportunity to continue enrollment and coverage in such programs:
|
C.
|
Rehire and Calculation of Years of Service
— Severance pay and COBRA coverage will cease upon an eligible employee’s rehire with any Employer. Notwithstanding Section III.B., if an employee becomes eligible for severance benefits under the Plan, but is then rehired within the 12 month period following the employee’s date of employment termination, the eligible employee’s years of service may be based on the eligible employee’s prior hire date, but only as provided in this Section IV.C which requires each year of service is only payable once.
|
D.
|
Vacation
- An employee shall receive vacation pay for any earned and unused vacation pay in accordance with the applicable Employer’s Vacation Policy then in effect. Vacation benefits are not earned or accrued during the Severance Period.
|
E.
|
Mandated Payments
- The severance pay available under this Plan is the maximum amount an eligible employee is entitled to receive in the event of involuntary termination of employment. To the extent that a federal, state or local law may mandate the Employer to make a payment to an eligible employee because of involuntary termination of employment or in accordance with a plant closing law, the severance pay available under the Plan shall be reduced by the amount of such mandated payment. In no event, however, will an eligible employee’s severance pay under this Plan be less than three (3) months of severance pay. The period of an eligible employee’s subsidized COBRA coverage is reduced in the same way.
|
F.
|
Separation Agreement and General Release
- To receive any severance pay and subsidized benefits under the Plan, an eligible employee must sign a Separation Agreement and General Release in a form prepared by the Company, and this
|
G.
|
Section 409A Restrictions
- Notwithstanding anything in this Plan to the contrary, in the event any benefit paid to a participant under the Plan constitutes “deferred compensation” for purposes of Internal Revenue Code Section 409A (“Section 409A”), all payments to such participant shall be paid as provided in this Section.
|
(1)
|
Any payments provided under the Plan on or before March 15th of the calendar year following the eligible employee’s “separation of service” (as defined by Section 409A) will be treated as a short-term deferral under Treasury Regulation § 1.409A-1(b)(4) and not deferred compensation under Section 409A.
|
(2)
|
If any payments are provided to an eligible employee under the Plan after March 15th of the calendar year following the eligible employee’s “separation of service” (as defined by Section 409A), then to the extent the total of such payments does not exceed the limit provided under the Section 409A exemption for involuntary separation pay, such payments will be considered separation pay due to involuntary separation from service under Treasury Regulation § 1.409A-1(b)(9)(iii) and not deferred compensation under Section 409A.
|
(3)
|
If the eligible employee is entitled to additional payments under the Plan that are not described in subsections (1) or (2) above, and the eligible employee is considered a “specified employee” under Section 409A (as applied according to Company procedures), such payments will not be made until the earlier of (a) the first day of the seventh month following the date of the eligible employee’s “separation from service” (as defined by Section 409A), or (b) the eligible employee’s death. Any delayed payments will be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the date of the eligible employee’s “separation from service” (as defined by Section 409A).
|
(4)
|
For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Plan is considered a “separate payment.”
|
H.
|
Death Benefits
— In the event an eligible employee dies after severance pay has commenced but before receiving all of the severance pay otherwise payable to the eligible employee under the Plan, the remaining balance of the deceased eligible employee’s severance pay shall be payable to the deceased eligible employee’s then living spouse. If no spouse survives the eligible employee, then the remaining balance
|
V.
|
TERMINATION OR AMENDMENT OF THE PLAN
|
VI.
|
HOW THE PLAN IS ADMINISTERED
|
VII.
|
HOW TO MAKE OR APPEAL A CLAIM
|
A.
|
Making a Claim for Severance Benefits
- Generally, eligible employees do not need to make a claim for benefits under the Plan to receive Plan benefits (other than
|
(1)
|
the specific reason or reasons for the denial;
|
(2)
|
specific reference to pertinent Plan provisions on which the denial is based;
|
(3)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
|
(4)
|
appropriate information as to the steps to be taken if the claimant wishes to submit a claim for review; and
|
(5)
|
a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on review.
|
B.
|
Appealing a Denied Claim
- A claimant who does not agree with the decision of the Benefits Committee may appeal to the Senior Vice President Human Resources. A claimant may:
|
(1)
|
request a review upon written application;
|
(2)
|
receive copies of all documents, records and other information relevant to the claim upon request and free of charge (including items used in the determination, even if not relied upon in making the final determination, and items demonstrating consistent application and compliance with this Plan’s administrative processes and safeguards); and
|
(3)
|
submit comments, documents, records and other information relating to the claim, even if the information was not submitted or considered in the initial determination, in writing.
|
VIII.
|
OTHER PLAN PROVISIONS
|
A.
|
No Assignment
– Severance pay payable under the Plan shall not be subject to alienation, pledge, sale, transfer, assignment, attachment, execution or encumbrance or any kind and any attempt to do so shall be void, except as required by law.
|
B.
|
Recovery of Payments/Benefits Provided By Mistake
– An eligible employee shall be required to return to the Employer any severance pay or Company COBRA Premium contributions, or portion thereof, made by a mistake of fact or law, or contrary to the terms of the Plan (for example, an Employer erroneously pays an eligible employee severance pay in excess of the amount provided by this Plan), and the Employer shall have all remedies available at law for the recovery of such amounts.
|
C.
|
No Representations Contrary to the Plan
– No supervisor, manager, employee, officer, or director of the Employer has the authority to alter, vary or modify the terms of the Plan, other than through authorized written amendment as provided in Section V. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Plan Administrator or the Employer.
|
D.
|
Plan Funding
– No eligible employee shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Employer. Any severance benefits which become payable under the Plan are unfunded obligations of the Employer and shall be paid from the general assets of the Employer. No employee, officer, director or agent of the Employer guarantees in any manner the payment of Plan severance benefits.
|
E.
|
Severability
– If a provision of the Plan is found, held or deemed by the Plan Administrator or a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the provision shall be severed from the Plan and the remainder of the Plan shall continue in full force and effect.
|
F.
|
Return of Employer Property
– Except as otherwise permitted by the Employer in writing, all Employer property (i.e., keys, credit cards, documents and records, identification cards, computers and business equipment, car/mobile telephones, parking stickers, etc.) must be returned by an eligible employee as of his or her date of termination of employment from the Employer in order for the eligible employee to commence receiving severance pay and benefits under the Plan.
|
IX.
|
ERISA RIGHTS
|
•
|
Examine, without charge, at the Plan Administrator’s office, all documents governing the Plan, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.
|
•
|
Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, copies of the latest annual report (Form 5500 Series) and an updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.
|
•
|
Receive a summary of the Plan’s annual financial report (if any). The Plan Administrator may be required by law to furnish each participant with a copy of this summary annual report.
|
X. GENERAL INFORMATION
|
|||
|
|
|
|
|
Plan Name:
|
|
Senior Leader’s Severance Pay Plan of Danaher Corporation and its Affiliated Companies
|
|
Type of Plan:
|
|
The Plan is an unfunded severance pay plan, which is a welfare benefit plan under ERISA
|
|
Plan Number:
|
|
530
|
|
Plan Sponsor:
|
|
Danaher Corporation
2099 Pennsylvania Avenue, 12th Floor Washington, D.C. 20006 Telephone: (202) 828 0850 |
|
Plan Sponsor’s Employer Identification Number:
|
|
59-1995548
|
|
Plan Administrator – Initial Claims:
|
|
Danaher Corporation
Attention: Benefits Committee c/o Vice President – Benefits 2099 Pennsylvania Avenue, 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 |
|
Plan Administrator – Appeals:
|
|
Danaher Corporation
Attention: Senior Vice President Human Resources 2099 Pennsylvania Avenue, 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 |
|
Agent for Service of Legal Process:
|
|
Danaher Corporation
Legal Department Attention: General Counsel 2099 Pennsylvania Avenue, 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 |
|
Plan Year:
|
|
Calendar year
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 17, 2013
|
|
By:
|
/s/ H. Lawrence Culp, Jr.
|
|
|
|
Name:
|
H. Lawrence Culp, Jr.
|
|
|
|
Title:
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 17, 2013
|
|
By:
|
/s/ Daniel L. Comas
|
|
|
|
Name:
|
Daniel L. Comas
|
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
April 17, 2013
|
By:
|
/s/ H. Lawrence Culp, Jr.
|
|
|
Name:
|
H. Lawrence Culp, Jr.
|
|
|
Title:
|
President and Chief Executive Officer
|
Date:
|
April 17, 2013
|
By:
|
/s/ Daniel L. Comas
|
|
|
Name:
|
Daniel L. Comas
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|