Danaher 2009 Annual Report Download - page 54

Table of Contents
specified measurement period equals 120% or more of the sum of the issue price and accrued original issue discount for such LYON. The amount of
contingent interest to be paid with respect to any quarterly period is equal to the higher of either 0.0315% of the bonds’ average market price during the
specified measurement period or the amount of the common stock dividend paid during such quarterly period multiplied by the number of shares issuable
upon conversion of a LYON. The Company paid approximately $1.1 million of contingent interest on the LYONs for the year ended December 31, 2009.
Except for the contingent interest described above, the Company will not pay interest on the LYONs prior to maturity.
Shelf Registration Statement
The Company has a shelf registration statement on Form S-3 on file with the SEC that registers an indeterminate amount of debt securities, common stock,
preferred stock, warrants, depositary shares, purchase contracts and units for future issuance.
Stock Repurchase Program
On April 21, 2005, the Company’s Board of Directors authorized the repurchase of up to 10 million shares of the Company’s common stock from time to
time on the open market or in privately negotiated transactions. There is no expiration date for the Company’s repurchase program. The timing and amount of
any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase
program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity
compensation plans (including any successor plans) and for other corporate purposes.
The Company did not repurchase any shares of Company common stock during 2009. During 2008, the Company repurchased 1.38 million shares of
Company common stock in open market transactions at a cost of $74 million. During 2007, the Company repurchased 1.64 million of shares of the
Company common stock in open market transactions at a cost of $117 million. The 2008 and 2007 repurchases were funded from available cash and from
proceeds from the issuance of commercial paper. At December 31, 2009, the Company had 1,977,566 shares remaining for stock repurchases under the
existing Board authorization. The Company expects to fund any further repurchases using the Company’s available cash balances or proceeds from the
issuance of commercial paper.
Dividends
During the fourth quarter of 2009, the Company increased its regular quarterly dividend from $0.03 to $0.04 by declaring a dividend of $0.04 per share that
was paid on January 26, 2010 to holders of record on December 31, 2009. Aggregate cash payments for dividends during 2009 were approximately $42
million.
Cash and Cash Requirements
The Company will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, to pay interest and service
debt, fund its restructuring activities and pension plans as required, pay dividends to shareholders and repurchase shares of the Company’s common stock.
The Company generally intends to use available cash and internally generated funds to meet these cash requirements and may borrow under existing
commercial paper programs or the Credit Facilities or, subject to availability, access the capital markets as needed for liquidity. As of December 31, 2009, the
Company held $1.7 billion of cash and cash equivalents that were invested in highly liquid investment grade debt instruments with a maturity of 90 days or
less with an average weighted annual interest rate of 0.4%. Of this amount, approximately $1.5 billion was held outside the United States.
The Company’s cash balances are generated and held in numerous locations throughout the world, including substantial amounts held outside the United
States. The Company utilizes a variety of tax planning and financing strategies in an effort to ensure that its worldwide cash is available in the locations in
which it is needed. Wherever possible, cash management is centralized and intra-company financing is used to provide working capital to the Company’s
operations. Most of the cash balances held outside the United States could be repatriated to the United States, but, under current law, would potentially be
subject to United States federal income taxes, less applicable foreign tax credits.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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