Danaher 2011 Annual Report Download

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℠
FORM 10-K
DANAHER CORP /DE/ - DHR
Filed: February 24, 2012 (period: December 31, 2011)
Annual report with a comprehensive overview of the company
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of contents

  • Page 1
    ...â„ FORM 10-K DANAHER CORP /DE/ - DHR Filed: February 24, 2012 (period: December 31, 2011) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes...

  • Page 2
    ... Executive Offices) 20037-1701 (Zip Code) Registrant's telephone number, including area code: 202-828-0850 Securities Registered Pursuant to Section 12(b) of the Tct: Title of Each Class Name of Each Exchange On Which Registered Common Stock $.01 par value New York Stock Exchange Securities...

  • Page 3
    ... stock as quoted on the New York Stock Exchange composite tape on such date. EXHIBIT INDEX TPPETRS ON PTGE 112 DOCUMENTS INCORPORTTED BY REFERENCE Part III incorporates certain information by reference from the Registrant's proxy statement for its 2012 annual meeting of stockholders to be filed...

  • Page 4
    ... Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 28 29 30 60 61 109 109 109 Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate...

  • Page 5
    ... statement, whether as a result of new information, future events and developments or otherwise. PTRT I ITEM 1. BUSINESS General Danaher Corporation ("Danaher," "Company," "we," "us," "our") designs, manufactures and markets professional, medical, industrial and commercial products and services...

  • Page 6
    ...operating profit and identifiable assets by segment, please refer to Note 20 in the Consolidated Financial Statements included in this Annual Report. For the Years Ended December 31 Segment 2011 2010 2009 Test & Measurement Environmental Life Sciences & Diagnostics Dental Industrial Technologies...

  • Page 7
    ..., and original equipment manufacturers. Test & Measurement segment manufacturing facilities are located in North America, Europe, and Asia. ENVIRONMENTTL Our Environmental segment provides products that help protect our water supply and air quality and serves two primary markets: water quality and...

  • Page 8
    ...-ROOT, and GILBARCO AUTOTANK. Manufacturing facilities are located in North America, Europe, Asia and Latin America. Sales are generally made through independent distributors and our direct sales personnel. LIFE SCIENCES & DITGNOSTICS Our diagnostics businesses offer a broad range of analytical...

  • Page 9
    ... under "-Competition." Our diagnostics business generally markets its products under the BECKMAN COULTER, LEICA BIOSYSTEMS, RADIOMETER and SURGIPATH brands. Manufacturing facilities are located in North America, Europe, Asia and Australia. The businesses sell to customers primarily through direct...

  • Page 10
    ..."-Competition." Our life sciences business generally markets its products under the LEICA MICROSYSTEMS, BECKMAN COULTER, AB SCIEX and MOLECULAR DEVICES brands. Manufacturing facilities are located in Europe, Australia, Asia and North America. The businesses sell to customers primarily through direct...

  • Page 11
    ... ENDO and TOTAL CARE brands. Manufacturing facilities are located in Europe, North America and Latin America. Sales are primarily made through independent distributors and, to a lesser extent, through direct sales personnel. INDUSTRITL TECHNOLOGIES Our Industrial Technologies segment designs and...

  • Page 12
    .... Manufacturing facilities of our sensors & controls, defense and JVS businesses are located in North America, Latin America, Europe and Asia. TPEX TOOL GROUP JOINT VENTURE In 2010, the Company entered into a joint venture with Cooper Industries, plc, combining certain of the Company's hand tool...

  • Page 13
    ... as a result of the entry of new, large companies into certain markets, the entry of competitors based in low-cost manufacturing locations, and increasing consolidation in particular markets. The number of competitors varies by product line. Our management believes that we have a market leadership...

  • Page 14
    ...of the last three years, by segment and in the aggregate ($ in millions): Segment 2011 For the Years Ended December 31 2010 2009 Test & Measurement Environmental Life Sciences & Diagnostics Dental Industrial Technologies Businesses contributed to the Apex joint venture Total $ 312 153 341 $ 258...

  • Page 15
    ... under U.S. federal and state environmental laws. We have projects underway at a number of current and former facilities, in both the United States and abroad, to investigate and remediate environmental contamination resulting from past operations. Remediation activities generally relate to soil and...

  • Page 16
    ..., China and Japan, have also adopted or are in the process of adopting standards for medical devices sold in those countries. We are also subject to various laws regulating (1) fraud and abuse in the healthcare industry, and (2) the privacy and security of health information, including the United...

  • Page 17
    ... the U.S. as a percentage of total annual revenue for each of the last three years, by segment and in the aggregate: Year Ended December 31 Segment 2011 2010 2009 Test & Measurement Environmental Life Sciences & Diagnostics Dental Industrial Technologies Businesses contributed to the Apex joint...

  • Page 18
    ... assets held for sale): Year Ended December 31 Segment 2011 2010 2009 Test & Measurement Environmental Life Sciences & Diagnostics Dental Industrial Technologies Businesses contributed to the Apex joint venture Total percentage of long-lived assets located outside of the United States 17% 44...

  • Page 19
    ... and leadership position in various product and service categories and penetrate new markets, including in developing countries. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our financial statements. 17 Source: DANAHER CORP /DE...

  • Page 20
    ... Financial Condition and Results of Operations" ("MD&A") for additional details. In particular, as of the date of this report the acquisition of Beckman Coulter, Inc. in June 2011 18 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information...

  • Page 21
    ...'s business into new markets. Our acquisitions involve a number of financial, accounting, managerial, operational, legal and other risks and challenges, including the following, any of which could adversely affect our financial statements: Any acquired business, technology, service or product...

  • Page 22
    ... and pre-market notification rescissions. As Beckman Coulter previously reported in its filings with the Securities and Exchange Commission as a stand-alone company, the business is addressing issues raised by the FDA relating to its compliance and quality systems and product clearances for...

  • Page 23
    ... result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our financial statements. For additional information regarding these risks, please refer to "Item 1. Business - Regulatory Matters." 21 Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 24
    ... to pay in connection with litigation and similar proceedings in excess of our reserves as of December 31, 2011 will have a material effect on our financial statements. 22 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained...

  • Page 25
    ...from selling products or services. From time to time, we receive notices from third parties regarding intellectual property infringement or misappropriation. Any dispute or litigation regarding intellectual property could be costly and time-consuming due to the complexity of many of our technologies...

  • Page 26
    ...or offset these costs, we could experience lower margins and profitability and our financial statements could be adversely affected. If we cannot adjust the purchases required for our manufacturing activities to reflect changing market conditions or customer demand, our profitability may suffer. In...

  • Page 27
    ... implementing restructuring actions on a timely or comprehensive basis; and differing protection of intellectual property. Any of these risks could negatively affect our financial statements and growth. If we suffer loss to our facilities, distribution systems or information technology systems due...

  • Page 28
    ..., warehousing and/or distribution. The number of significant facilities by business segment is: Test & Measurement, 39; Environmental, 41; Life Sciences & Diagnostics, 79; Dental, 23; and Industrial Technologies, 59. We consider our facilities suitable and adequate for the purposes...

  • Page 29
    ... hold office at the pleasure of our Board of Directors. Name Age Position Officer Since Steven M. Rales Mitchell P. Rales 60 55 48 48 47 Chairman of the Board Chairman of the Executive Committee 1984 1984 1995 1996 2006 2002 2002 H. Lawrence Culp, Jr. Daniel L. Comas William K. Daniel II Chief...

  • Page 30
    ... stock prices per share as reported on the New York Stock Exchange, and the dividends paid per share, in each case for the periods described below, were as follows: 2011 High 2010 Dividends Per Share High Low Low Dividends Per Share First quarter Second quarter Third quarter Fourth quarter...

  • Page 31
    ... Scientific Aerospace business. Refer to Note 3 of the Notes to the Consolidated Financial Statements for additional information. 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...

  • Page 32
    ... new and complementary product and service offerings in the areas of clinical diagnostics and life sciences research, and through the potential acquisition of complementary businesses. As Beckman Coulter is integrated into the Company, the Company also expects to realize significant cost synergies...

  • Page 33
    ... existing units of the Industrial Technologies, Environmental, Life Sciences & Diagnostics, Test & Measurement and Dental segments. The aggregate annual sales of the thirteen businesses acquired at the time of their respective acquisitions, in each case based on the acquired company's revenues for...

  • Page 34
    ... profit margin of contributing certain businesses to the Apex joint venture in July 2010) adversely impacted operating margin comparisons by 110 basis points. In addition, acquisition related charges associated with the Beckman Coulter acquisition, including transaction costs, change in control...

  • Page 35
    ... the Company in a given period. Business Segments The following table summarizes sales by business segment for each of the periods indicated ($ in millions): For the Year Ended December 31 2011 2010 2009 Test & Measurement Environmental Life Sciences & Diagnostics Dental Industrial Technologies...

  • Page 36
    ... of acquired businesses had a net adverse impact of 130 basis points on year-over-year operating profit margin comparisons, partially offsetting these favorable year-over-year factors. ENVIRONMENTTL The Company's Environmental segment provides products that help protect customers' water supply and...

  • Page 37
    ... impact of costs associated with various sales, marketing and product development growth investments. The dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 10 basis points. 35 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered...

  • Page 38
    ... companies, universities, medical schools and research institutions use these tools to study the causes of disease, identify new therapies and test new drugs and vaccines. Life Sciences & Diagnostics Selected Financial Data ($ in millions) For the Year Ended December 31 2011 2010 2009...

  • Page 39
    ... North America and to a lesser extent Europe. The acquisition of Beckman Coulter has also expanded the segment's product portfolio in the area of life sciences research through the addition of new and complementary product and service offerings. Operating profit margins decreased 120 basis points...

  • Page 40
    ...equipment, consumables and services for the dental market, focused on driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Dental Selected Financial Data ($ in millions) For the Year Ended December 31 2011 2010 2009 Sales Operating...

  • Page 41
    ... cost reduction actions in the dental equipment businesses, net of the impact of costs associated with various sales, marketing and product development growth investments increased operating profit margin by 95 basis points on a year-over-year basis. The dilutive effect of acquired businesses...

  • Page 42
    ... productivity improvements. The net dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 55 basis points. 40 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained...

  • Page 43
    ...businesses and product lines in the fourth quarter 2009 in connection with the Company's restructuring activities also favorably impacted year-over-year operating profit margin comparisons by 50 basis points. COST OF STLES TND GROSS PROFIT For the Year Ended December 31 ($ in millions) 2011 2010...

  • Page 44
    ... basis points of incremental restructuring costs incurred during 2011 compared to 2010 and continued investments in the Company's sales growth initiatives. In addition, change in control payments to Beckman Coulter employees in connection with the closing of the Beckman Coulter acquisition adversely...

  • Page 45
    ... in 2011, 2010 and 2009, respectively, was essentially flat on a year-over-year basis. INCOME TTXES General Income tax expense and deferred tax assets and liabilities reflect management's assessment of future taxes expected to be paid on items reflected in the Company's financial statements . The...

  • Page 46
    ... 2011, 2010 or 2009. FINTNCITL INSTRUMENTS TND RISK MTNTGEMENT The Company is exposed to market risk from changes in interest rates, foreign currency exchange rates, credit risk, equity prices and commodity prices, each of which could impact its financial statements. The Company generally addresses...

  • Page 47
    ...movements in currency exchange rates against the U.S. dollar will therefore continue to affect the reported amount of sales, profit, and assets and liabilities in the Company's Consolidated Financial Statements. In connection with the acquisition of Beckman Coulter, the Company acquired an existing...

  • Page 48
    ... with high-quality financial institutions and limits its exposure at any one institution. Equity Price Risk The Company's available-for-sale investment portfolio includes equity securities that are sensitive to fluctuations in market price. Changes in equity prices would result in changes in the...

  • Page 49
    ...in existing businesses, consummating strategic acquisitions, paying interest and servicing debt and managing its capital structure on a short and long-term basis. Overview of Cash Flows and Liquidity For the Years Ended December 31 ($ in millions) 2011 2010 2009 Total operating cash flows from...

  • Page 50
    ...In connection with the Company's restructuring activities, the Company records appropriate accruals for the costs of closing facilities, severing personnel and, in connection with acquisitions, integrating the acquired businesses into existing Company operations. Cash flows from operating activities...

  • Page 51
    ...Life Sciences & Diagnostics, Test & Measurement, Dental, Environmental and Industrial Technologies segments. The aggregate annual sales of these seventeen acquired businesses at the time of their respective acquisitions, in each case based on the company's revenues for its last completed fiscal year...

  • Page 52
    ... the time of the issuance and prevailing market rates measured by reference to LIBOR. Borrowings under the program are available for general corporate purposes, including acquisitions. During 2011, the Company issued commercial paper under its U.S. program to fund a portion of the purchase price for...

  • Page 53
    ... proceeds from the 2011 Financing Notes offering, after deducting expenses and the underwriters' discount, were approximately $1.8 billion and were used to fund a portion of the purchase price for the acquisition of Beckman Coulter. The Company pays interest on the 2013 Notes quarterly in arrears on...

  • Page 54
    ... issuance costs, were â,¬496 million ($627 million based on exchange rates in effect at the time the offering closed) and were used to pay down a portion of the Company's outstanding commercial paper and for general corporate purposes, including acquisitions. LYONs-In 2001, the Company issued $830...

  • Page 55
    ... pay taxes, 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, but 53 Source: DANAHER...

  • Page 56
    ... various tax planning alternatives the Company could employ if it repatriated these earnings. The cash that our foreign subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. As of December 31, 2011 and 2010, the total...

  • Page 57
    ... 31, 2011. Certain of these projected interest payments may differ in the future based on changes in market interest rates. As described in Note 13 to the Consolidated Financial Statements, certain leases require us to pay real estate taxes, insurance, maintenance and other operating expenses...

  • Page 58
    ... information and applicable law, it does not believe that these proceedings and claims will have a material effect on its financial statements. While the Company maintains general, products, property, workers' compensation, automobile, cargo, aviation, crime, fiduciary and directors' and officers...

  • Page 59
    .... Once completed, the results of the income and market approaches are reconciled and compared. The discounted cash flow model requires judgmental assumptions about projected revenue growth, future operating margins, discount rates and 57 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered...

  • Page 60
    ... of the Company's reporting units ranged from approximately zero to approximately 494%. Reporting units resulting from recent acquisitions generally present the highest risk of impairment. Management believes the impairment risk associated with these reporting units decreases as these businesses are...

  • Page 61
    ...") and certain eligible retirees are entitled to health care and life insurance benefits under postretirement benefit plans ("postretirement plans"). The Company measures its pension and post retirement plans' assets and obligations as of the end of each year to determine the funded status of each...

  • Page 62
    ... first quarter of fiscal year 2012 will not have a material impact on the Company's results of operations, financial position or cash flows. In May 2011, updated accounting guidance was issued as a result of joint efforts by the Financial Accounting Standards Board and the International Accounting...

  • Page 63
    ...'s independent registered public accounting firm has issued an audit report on the effectiveness of the Company's internal control over financial reporting. This report dated February 24, 2012 appears on page 62 of this Form 10-K. 61 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by...

  • Page 64
    ... audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Danaher Corporation and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of earnings, stockholders' equity and cash...

  • Page 65
    ...financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Danaher Corporation's internal control over financial reporting...

  • Page 66
    ...Notes to the Consolidated Financial Statements. 64 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes...

  • Page 67
    ... STTTEMENTS OF ETRNINGS ($ in thousands, except per share data) Year Ended December 31 2011 2010 2009 Sales Cost of sales Gross profit Operating costs and other: Selling, general and administrative expenses Research and development expenses Earnings from unconsolidated joint venture Other income...

  • Page 68
    ... ($ in thousands) Year Ended December 31 2011 2010 2009 Cash flows from operating activities: Net earnings Less earnings from discontinued operations, net of income taxes Net earnings from continuing operations Non-cash items: Depreciation Amortization Stock compensation expense Earnings from...

  • Page 69
    ... postretirement plan costs (net of tax) Increase from translation of foreign financial statements Non-controlling interest acquired Balance, December 31, 2010 Net earnings for the year Dividends declared Common stock issuance Common stock based award activity Common stock issued in connection with...

  • Page 70
    ... Corporation (the "Company") designs, manufactures and markets professional, medical, industrial and commercial products and services, which are characterized by strong brand names, innovative technology and major market positions. The Company operates in five business segments: Test & Measurement...

  • Page 71
    ...the Company's share of the investee's income or loss and dividends paid. All equity investments are periodically reviewed to determine if declines in fair value below cost basis are otherthan-temporary. Significant and sustained decreases in quoted market prices or a series of historic and projected...

  • Page 72
    ...and 7 for additional information. Revenue Recognition -As described above, the Company derives revenues primarily from the sale of test and measurement, environmental, life science and diagnostic, dental and industrial products and services. For revenue related to a product or service to qualify for...

  • Page 73
    ... the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in the Company's tax return in future years for...

  • Page 74
    ...effective for annual periods for fiscal years ending after December 15, 2011, with early adoption permitted. As the new guidance is related to disclosure only, the adoption of this guidance did not have a material effect on the Company's results of operations, financial position or cash flows. Refer...

  • Page 75
    ..., wholly-owned subsidiary of the Company. Beckman Coulter develops, manufactures and markets products that simplify and automate complex biomedical testing. Beckman Coulter's diagnostic systems are found in hospitals and other clinical settings around the world and produce information used by...

  • Page 76
    ... Life Sciences & Diagnostics, Dental, Industrial Technologies, Environmental and Test & Measurement segments. The aggregate annual sales of these fifteen acquired businesses at the time of their respective acquisitions, in each case based on the company's revenues for its last completed fiscal year...

  • Page 77
    ...2011 and 2010 acquisitions as a group ($ in millions): 2011 Tcquisitions Beckman Coulter Others Total Accounts receivable Inventory Property, plant and equipment Goodwill Other intangible assets, primarily trade names, customer relationships and patents In-process research and development Accounts...

  • Page 78
    ... price of approximately $210 million in cash, and the sale was consummated in February 2012. These businesses were part of the Industrial Technologies segment. ASI supplies bar code scanning and dimensional measurement systems and KEO designs, develops, manufactures, and integrates highly engineered...

  • Page 79
    ... the Company's results of operations, financial position, cash flows and segment information was not significant. (4) FORMTTION OF JOINT VENTURE: On July 4, 2010, the Company entered into a joint venture with Cooper Industries, plc ("Cooper"), combining certain of the Company's hand tools business...

  • Page 80
    ... 31, 2011 and expects to collect the remaining outstanding balance during 2012. In accordance with accounting standards applicable to non-controlling interests in subsidiaries, the Company recognized a $232 million after-tax gain ($0.34 per diluted share) during the third quarter of 2010 associated...

  • Page 81
    ... in the financial statements resulting from the Company's activities during 2011 and 2010 ($ in millions). Businesses Life Sciences & Diagnostics Test & Measurement Industrial Dental Technologies Environmental Contributed to Tpex Joint Venture Total Balance January 1, 2010 Attributable to...

  • Page 82
    ...2011, the Company acquired finite-lived intangible assets, consisting primarily of customer relationships and patents, with a weighted-average life of 15 years. Refer to Note 2 for additional information on the intangible assets acquired. Total intangible amortization expense in 2011, 2010 and 2009...

  • Page 83
    ... hedge accounting, and as a result changes in the fair value of the currency swap are reflected in selling, general and administrative expenses in the accompanying Consolidated Statements of Earnings each reporting period. During the year ended December 31, 2011 the Company recorded a pre-tax charge...

  • Page 84
    ... in millions): 2011 Current Non-Current 2010 Current Non-Current Compensation and benefits Restructuring Claims, including self-insurance and litigation Pension and postretirement benefits Environmental and regulatory compliance Taxes, income and other Deferred revenue Sales and product allowances...

  • Page 85
    ... the time of the issuance and prevailing market rates measured by reference to LIBOR. Borrowings under the program are available for general corporate purposes, including acquisitions. During 2011, the Company issued commercial paper under its U.S. program to fund a portion of the purchase price for...

  • Page 86
    ... issuance costs, were â,¬496 million ($627 million based on exchange rates in effect at the time the offering closed) and were used to pay down a portion of the Company's outstanding commercial paper and for general corporate purposes, including acquisitions. LYONs-In 2001, the Company issued $830...

  • Page 87
    ... 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 million, $2 million and $1 million of contingent interest on the LYONs for the years ended December 31, 2011, 2010 and 2009, respectively...

  • Page 88
    ...2011 2010 2011 2010 Change in pension benefit obligation: Benefit obligation at beginning of year Service cost Interest cost Employee contributions Benefits paid and other Acquisitions Actuarial loss Amendments, settlements and curtailments Foreign exchange rate impact Benefit obligation at end...

  • Page 89
    ...the plan assets less accrued pension costs as of December 31, 2011. The prior service credits and actuarial loss included in accumulated comprehensive income and expected to be recognized in net periodic pension costs during the year ending December 31, 2012 is $0.2 million ($0.1 million, net of tax...

  • Page 90
    ...34.6 - - - - - 62.6 101.7 - $ 165.0 Insurance contracts Total $ - - - - 896.6 $ $ 1,480.3 Common stock, preferred stock, corporate bonds, U.S. government securities and certain mutual funds are valued at the quoted closing price reported on the active market on which the individual securities...

  • Page 91
    ... could result in a different fair value measurement at the reporting date. The table below sets forth a summary of changes in the fair value of the Level 3 investments for the years ended December 31, 2011 and 2010 ($ in millions): Common Stock Venture capital and partnerships Real estate Total...

  • Page 92
    ...Substantially all employees not covered by defined benefit plans are covered by defined contribution plans, which generally provide for Company funding based on a percentage of compensation. A limited number of the Company's subsidiaries participate in multiemployer defined benefit and contribution...

  • Page 93
    ... rate - ultimate 4.50% 7.70% 17 years 4.50% 5.20% 7.90% 18 years 4.50% Effect of a one-percentage-point change in assumed health care cost trend rates ($ in millions): 1% Increase 1% Decrease Effect on the total of service and interest cost components Effect on post retirement medical benefit...

  • Page 94
    ... thereafter. Total rent expense for all operating leases was $210 million, $146 million and, $132 million, for the years ended December 31, 2011, 2010 and 2009, respectively. The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted...

  • Page 95
    ... information and applicable law, it does not believe that these proceedings and claims will have a material effect on its financial statements. While the Company maintains general, products, property, workers' compensation, automobile, cargo, aviation, crime, fiduciary and directors' and officers...

  • Page 96
    ... by law any person made, or threatened to be made a party to any action or proceeding by reason of his or her service as a director or officer of the Company, or by reason of serving at the request of the Company as a director or officer of any other entity, subject to limited exceptions. Danaher...

  • Page 97
    ...a material effect on its financial statements. (15) INCOME TTXES FROM CONTINUING OPERTTIONS: Earnings from continuing operations before income taxes for the years ended December 31 consists of the following ($ in millions): 2011 2010 2009 United States International Total $1,168.1 1,279.8 $ 2,447...

  • Page 98
    ... prepayments Stock compensation expense Tax credit and loss carryforwards Other Valuation allowance Total deferred tax asset Deferred Tax Liabilities: Property, plant and equipment Insurance, including self - insurance Basis difference in LYONs Goodwill and other intangibles Deferred service income...

  • Page 99
    ... completed in early 2013. In addition, the Company has subsidiaries in Austria, Belgium, Germany, Denmark, Canada, France, Hong Kong, India, Australia and various other states, provinces and countries that are currently under audit for years ranging from 2000 through 2010. 97 Source: DANAHER CORP...

  • Page 100
    ... common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares. For the years ended December 31, 2011 and December 31, 2009, approximately 3 million and 5 million options to purchase shares...

  • Page 101
    ...for stock repurchases under the existing Board authorization. Stock options and RSUs have been issued to directors, officers and other employees under the Company's 1998 Stock Option Plan and the 2007 Stock Incentive Plan. In addition, in connection with the November 2007 Tektronix acquisition, the...

  • Page 102
    ...2011, approximately 20 million shares of the Company's common stock were reserved for issuance under the 2007 Stock Incentive Plan. The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options...

  • Page 103
    ...): Year Ended December 31, 2011 2010 2009 Restricted Stock Units & Restricted Shares: Pre-tax compensation expense Tax benefit Restricted stock unit and restricted share expense, net of tax Stock Options: Pre-tax compensation expense Tax benefit Stock option expense, net of tax Total Share-Based...

  • Page 104
    ... the years ended December 31, 2011, 2010 and 2009 resulted in cash receipts of approximately $114 million, $134 million, and $120 million, respectively. Upon exercise of the award by the employee, the Company derives a tax deduction measured by the excess of the market value over the grant price at...

  • Page 105
    ... benefits will be paid during 2012. The Company did not incur significant restructuring and other related charges during the year ended December 31, 2010. During 2009, the Company recorded pre-tax restructuring and other related charges totaling $239 million. Of the total 2009 restructuring costs...

  • Page 106
    ... segment, for years when charges were significant, are summarized in the table below ($ in millions): Segment 2011 2009 Test & Measurement Environmental Life Sciences & Diagnostics Dental Industrial Technologies Businesses contributed to Apex joint venture Attributable to discontinued operations...

  • Page 107
    ... DTTT: The Company operates and reports its results in five separate business segments consisting of the Test & Measurement; Environmental; Life Sciences & Diagnostics; Dental; and Industrial Technologies segments. In addition, the historical results of the hand tools related business and the...

  • Page 108
    Table of Contents 2011 2010 2009 Depreciation and Amortization: Test & Measurement Environmental Life Sciences & Diagnostics Dental Industrial Technologies Businesses contributed to Apex joint venture attributable to periods prior to contribution Other $126.6 45.9 297.2 94.0 65.8 - 5.4 $ 634.9 $ ...

  • Page 109
    ... of Contents Sales by Major Product Group Year Ended December 31 ($ in millions) 2011 2010 2009 Analytical and physical instrumentation Medical & dental products Motion and industrial automation controls Mechanics and related hand tools Product identification Defense All other $ 5,920.9 6,653...

  • Page 110
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 111
    ... price of $13.5 million. Execution of 10b5-1 Plan H. Lawrence Culp, Jr., Danaher's President and Chief Executive Officer, and limited liability companies of which Mr. Culp and entities controlled by him are the sole members (the "LLCs") and which hold certain of Mr. Culp's outstanding stock options...

  • Page 112
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 113
    ...adopted a code of business conduct and ethics for directors, officers (including Danaher's principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Standards of Conduct. The Standards of Conduct are available in the "Investors - Corporate...

  • Page 114
    ... 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. 111 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered...

  • Page 115
    ...Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089) 3.1 3.2 4.1 Amended and Restated By-laws of Danaher Corporation Senior Indenture dated as of December 11, 2007 by and between Danaher Corporation and The Bank of New York Trust Company...

  • Page 116
    ... Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 10.1 Danaher Corporation 2007 Stock Incentive Plan, as amended* 10.2 Danaher Corporation Non-Employee Directors' Deferred Compensation Plan, as amended, a sub-plan under the 2007 Stock...

  • Page 117
    ... Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 10.14 Non-Qualified Stock Option Agreement dated as of March 26, 2003 by and between Danaher Corporation and H. Lawrence Culp, Jr.* Form of Proprietary Interest Agreement for Named Executive...

  • Page 118
    ... 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) 10.21 Commercial Paper Issuing and Paying Agent Agreement by and between Danaher Corporation and Deutsche Bank Trust Company Americas, dated May 5, 2006...

  • Page 119
    ... 10.35 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089) 10.28 Limited Liability Company Interest Purchase Agreement by and among Danaher Corporation, Steven M. Rales and Joust Group, L.L.C., dated February 23, 2012 11.1 12...

  • Page 120
    ...of Cash Flows for the twelve months ended December 31, 2011, 2010 and 2009, and (v) Notes to Consolidated Financial Statements. + See Note 16, "Net Earnings Per Share From Continuing Operations", to our Consolidated Financial Statements. * ** 117 Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 121
    ... H. LAWRENCE CULP, JR. H. Lawrence Culp, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: Name...

  • Page 122
    ... Director February 23, 2012 /s/ DANIEL L. COMAS Daniel L. Comas Executive Vice President and Chief Financial Officer February 23, 2012 /s/ ROBERT S. LUTZ Robert S. Lutz Senior Vice President and Chief Accounting Officer February 23, 2012 119 Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 123
    ... allowance for doubtful accounts classified as current and non-current Amounts related to businesses acquired, net of amounts related to businesses disposed. 120 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 124
    ... (ii) the President, (iii) the Board of Directors or (iv) stockholders owning twenty-five percent (25%) or more of the capital stock of the Corporation issued and outstanding and entitled to vote who shall have delivered written requests to call such meeting in accordance with this By-Law. Except as...

  • Page 125
    ...is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware. 2 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 126
    ...a larger number may be required by the rules of any stock exchange upon which the Corporation's securities are listed, the holders of a majority in voting power of the capital stock issued and outstanding and entitled to vote at any meeting of the stockholders, present in person, present by means of...

  • Page 127
    ... the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, either (a) during ordinary business...

  • Page 128
    ... or reelection to the Board of Directors, (A) such person's name, age and address, (B) such person's principal occupation or employment, (C) the class, series and number of shares of stock of the Corporation 5 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document...

  • Page 129
    ... made (each, a "party") (1) the name and address of each such party, (2) the class, series, and number of shares of the Corporation that are owned, directly or indirectly, beneficially or of record by each such party, (3) any option, warrant, convertible security, stock appreciation right, or other...

  • Page 130
    ...of Directors and Notice of Business at Stockholder Meetings . (a) A person shall not be eligible for election or re-election as a director at an Annual or Special Meeting unless (i) the person is (A) nominated by a record stockholder in 7 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered...

  • Page 131
    ...-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board of Directors, in accordance with the Corporation's Board Practice on Director Elections. Only such business shall be conducted at an Annual or Special Meeting as shall have...

  • Page 132
    ... of not less than three nor more than fifteen members, with the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors. A director shall hold office until the Annual Meeting for the year in which his or her term expires; provided that the term of...

  • Page 133
    ... or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons...

  • Page 134
    ... at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV OFFICERS Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in...

  • Page 135
    ...be the Chief Executive Officer of the Corporation. The President shall, subject to the direction of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the 12 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by...

  • Page 136
    Corporation and shall perform all duties and have all powers that are delegated to such officer from time to time by the Board of Directors or that are commonly incident to the office of chief executive. Section 6. Vice-Presidents. Each Vice-President shall perform such duties and shall have such ...

  • Page 137
    ... Secretary. In the event shares of stock are represented by certificates, such certificates shall be registered upon the books of the Corporation and shall be signed by, or in the name of the Corporation by, (i) the Chairman of the Board of Directors, the President or a Vice-President and (ii) the...

  • Page 138
    ... or certificates for not less than such number of shares, duly endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. Transfer of uncertificated shares of stock shall be made on the books of the Corporation upon receipt of proper transfer instructions from...

  • Page 139
    ... business because the meeting is not lawfully called or convened. 16 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 140
    ARTICLE VII GENERAL PROVISIONS Section 1. Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of ...

  • Page 141
    ... her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for...

  • Page 142
    ...of the Corporation as a director or officer. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may...

  • Page 143
    Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, ...

  • Page 144
    ... Exhibit 10.15 except as to the name of the executive and date of execution: Daniel L. Comas William K. Daniel II Thomas P. Joyce, Jr. James A. Lico Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 145
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 146
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 147
    ... printed or otherwise, in definitive form. "Disclosure Documents " means, at any particular date: (a) the Information Memorandum; (b) the most recently published audited consolidated financial statements of Danaher and, if financial statements have been published by any Subsidiary -1- Source...

  • Page 148
    ... recently published audited unconsolidated financial statements of such Subsidiary Issuer and any subsequent quarterly unaudited financial statements of such Subsidiary Issuer and Danaher (in the case of Danaher each having been filed with the United States Securities and Exchange Commission (the...

  • Page 149
    ... the lawful currency of the United Kingdom; and " Sterling Note " means a Note denominated in Sterling. "Subsidiary " means, with respect to any person: (i) any corporation, association or other business entity of which more than 50 per cent. of the total voting power of shares of capital stock or...

  • Page 150
    ... Citigroup Global Markets Inc., as a U.S. dealer; concerning notes to be issued pursuant to an Issuing and Paying Agency Agreement between Danaher and Deutsche Bank Trust Company Americas, dated 5 May 2006. "Yen" and "Â¥" denote the lawful currency of Japan; and " Yen Note" means a note denominated...

  • Page 151
    ... the New York Clearing House Interbank Payments System (or such other same-day value funds as at the time shall be customary for the settlement in New York City of international banking transactions denominated in Dollars) to such account of the Issuing and Paying Agent in New York City denominated...

  • Page 152
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 153
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 154
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 155
    ... such financial statements are available), consolidated audited financial statements of Danaher and any quarterly unaudited financial statements of the Subsidiary Issuer or Danaher (in the case of Danaher each having been filed with the SEC and incorporated by reference in the Information Memorandum...

  • Page 156
    ... Service, Inc., or any other rating agency which has issued a rating in connection with Danaher or any security of Danaher; 3.1.10 Taxation: subject to compliance with the terms of the Agreements, neither the Subsidiary Issuer nor Danaher is required by any law or regulation or any relevant taxing...

  • Page 157
    ...is filed. Such notification may be by means of electronic communication, including, but not limited to, by email and/or directing the Dealers' attention to information on-line; Indemnity: each Relevant Issuer (severally and not jointly), failing which the Guarantor. shall indemnify and hold harmless...

  • Page 158
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 159
    ..., all reasonable out-of-pocket costs and expenses (including United Kingdom value added tax and any other taxes or duties thereon and fees and disbursements of counsel to the Arranger) incurred by the Arranger in connection with the preparation, negotiation, printing, execution and delivery of this...

  • Page 160
    ... to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any issue of Notes thereunder. - 14 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 161
    ... time nominate one or more issuers under the Programme provided that such new Issuer so notifies the Dealers in writing and provides to the Dealers not less than three Business - 15 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information...

  • Page 162
    ... of any change to their address or any other such information supplied by them. 8.3.2 Any electronic communication made between those parties will be effective only when actually received in readable form at the correct address. - 16 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered...

  • Page 163
    ... it by being delivered to Danaher UK Industries Limited, Suite 31, The Quadrant, 99 Parkway Avenue, Sheffield, S9 4WG, United Kingdom, Attention: Director or at any address of the Issuer in Great Britain at which process may be served on it in accordance with the Companies Act 2006. Nothing in this...

  • Page 164
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 165
    ... Industries Limited for service of process; and the confirmation that the Deed of Covenant and the Guarantee have been delivered to the Issuing and Paying Agent. (b) 5. Legal opinions from: (a) Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Danaher as to the laws of the State of New York...

  • Page 166
    ... to the Issuing and Paying Agent. Confirmation that Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies Inc. and Moody's Investors Service, Inc. respectively have granted ratings for the Programme. - 20 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by...

  • Page 167
    ... offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S)." Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. - 21 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 168
    ... it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their (ii) businesses, where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 ( "FSMA") by the...

  • Page 169
    ...Guillaume Kroll, L-1182, Luxembourg E-mail: Telephone: Fax: Contact: The Director Guarantor Danaher Corporation Address: 2200 Pennsylvania Avenue, N.W. Suite 800W Washington DC 20037-1701 United States of America E-mail: Telephone: Fax: Contact: The Treasurer Dealer and Arranger Barclays Bank...

  • Page 170
    ... system as may be agreed between the Issuer and the Issuing and Paying Agent and in which Notes may from time to time be held) U.S.A., United Kingdom, Japan, Luxembourg - 24 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information...

  • Page 171
    Address for Service of Process: Danaher UK Industries Limited Address: Suite 31 The Quadrant 99 Parkway Avenue Sheffield S9 4WG E-mail: Telephone: Fax: Contact: Director - 25 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information ...

  • Page 172
    ..., written confirmation that [Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies Inc.] [Moody's Investors Service, Inc.], respectively are maintaining their current ratings for the Programme. - 26 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar...

  • Page 173
    ...of DANAHER LUXEMBOURG FINANCE S.A. DANAHER CORPORATION - 27 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The...

  • Page 174
    ...as if originally named as a Dealer thereunder. Yours faithfully for and on behalf of DANAHER LUXEMBOURG FINANCE S.A. for and on behalf of DANAHER CORPORATION - 28 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 175
    ...), our contact details are as follows: [Name of Dealer] Address: [Email: Telephone: Fax: [ [ [ [ [ ] ]] ] ] ] Contact: Dated: Signed: for [Name of new Dealer ] - 29 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained...

  • Page 176
    ... time to time be, amended or re-enacted. 1.3 Relevant Notes "Relevant Notes " means such floating rate Notes in respect of which the Calculation Agent is appointed. - 30 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained...

  • Page 177
    ... shall indemnify and hold harmless on demand the Calculation Agent against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, reasonable legal fees and any applicable value added tax) which it may incur arising out of, in connection with or based...

  • Page 178
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 179
    ... delivered to Danaher UK Industries Limited, Suite 31, The Quadrant, 99 Parkway Avenue, Sheffield, S9 4WG, United Kingdom, Attention: Director or at any address of the Issuer or the Guarantor in Great Britain at which process may be served on it in accordance with the Companies Act 2006. Nothing...

  • Page 180
    ... LUXEMBOURG FINANCE S.A. By: Name: Title: DANAHER CORPORATION By: Name: Title: [NAME OF CALCULATION AGENT] By: Name: Title: - 34 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or...

  • Page 181
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 182
    ...2011 DANAHER LUXEMBOURG FINANCE S.A. AS ISSUER DANAHER CORPORATION AS GUARANTOR AND DEUTSCHE BANK AG, LONDON BRANCH AS ISSUING AND PAYING AGENT ISSUING AND PAYING AGENCY AGREEMENT RELATING TO A U.S.$3,500,000,000 EURO-COMMERCIAL PAPER PROGRAMME Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 183
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 184
    ... (Changes in Agent ). "Business Day " means, except where the context requires otherwise, a day (other than a Saturday or Sunday) on which: (a) in relation to an issue in euro, commercial banks are open for business in the place where the specified office of the Issuing and Paying Agent is located...

  • Page 185
    ...or supplemented from time to time. "Definitive Note " means a security printed definitive Note in bearer form, and otherwise in a form to be agreed upon from time to time by the Issuer and relevant Dealer. "Dollars" and "U.S.$" denote the lawful currency of the United States of America; and " Dollar...

  • Page 186
    ...of the United Kingdom and " Sterling Note " means a Note denominated in Sterling. "TARGET Business Day" means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is open. "Yen" and "Â¥" denote the lawful currency of Japan...

  • Page 187
    ... include such other agent or office of the Issuing and Paying Agent (as the case may be) as may be appointed or specified from time to time hereunder. -4- 2.5 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 188
    ..., by no later than 2.00 p.m. (London time) two Business Days prior to the proposed Issue Date, give to the Issuing and Paying Agent (by fax or -5- Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 189
    ... upon from time to time by the Issuer and relevant Dealer with respect to Definitive Notes, that payment by it to the Issuer of the purchase price of any Note has been or will be duly made and (if applicable) of details of the securities account hereinafter referred to, the Issuing and Paying Agent...

  • Page 190
    ...Note ") and as a result the Defaulted Note remains in the Issuing and Paying Agent's distribution account with the relevant clearing system after the issue date (rather than being credited to the Dealer's account against payment), the Issuing and Paying Agent will continue to hold the Defaulted Note...

  • Page 191
    ... by the Issuing and Paying Agent in accordance with the final sentence of this Clause 5.1) and not later than 10.00 a.m. in the jurisdiction in which the account is located on the -8- Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information...

  • Page 192
    ... at a rate quoted at that time by the Issuing and Paying Agent as its cost of funding the Shortfall (plus one per cent. per annum) as certified by the Issuing and Paying Agent to the Issuer and the Guarantor. Such interest shall accrue daily. -9- Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 193
    ...applicant therefor shall have: (a) paid such costs as may be incurred by the Issuer, the Guarantor and the Issuing and Paying Agent; - 10 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted...

  • Page 194
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 195
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 196
    ... limited to, all costs, charges and expenses properly paid or properly incurred in disputing or defending any of the foregoing) that the Issuing and Paying Agent or any of its directors, officers, employees, agents and controlling persons may incur arising out of or in relation to or in connection...

  • Page 197
    ... costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer, the Guarantor or any of the directors, officers, employees, agents and controlling persons of the Issuer or the Guarantor may incur as a result of the breach by the Issuing and Paying Agent...

  • Page 198
    ... and need not account for any profit resulting therefrom; provided, however, that none of the Issuing and Paying Agent and its affiliates, directors, officers, controlling persons, employees (and any person on behalf of which any of the foregoing persons is acting) may acquire, hold or dispose of...

  • Page 199
    ... insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (f) - 16 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information...

  • Page 200
    ... party or to which it sells all or substantially all of its corporate trust assets shall, to the extent permitted by applicable law, be the successor - 17 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 201
    ... If the Issuing and Paying Agent decides to change its specified office in a city it shall promptly give notice to the Issuer and the Guarantor (with a copy to other Agents if applicable) of the address of the new specified office stating the date on which such change takes effect. 13.9 Benefit to...

  • Page 202
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 203
    ... it by being delivered to Danaher UK Industries Limited, Suite 31, The Quadrant, 99 Parkway Avenue, Sheffield, S9 4WG, United Kingdom, Attention: Director or at any address of the Issuer in Great Britain at which process may be served on it in accordance with the Companies Act 2006. Nothing in this...

  • Page 204
    ... with interest thereon at the rate and at the times (if any) specified herein. All such payments shall be made in accordance with a issuing and paying agency agreement dated 6 December 2011 among the Issuer, Danaher Corporation and the issuing and paying agent referred to 1 2 3 4 5 Delete as...

  • Page 205
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 206
    ... in this Global Note: "Payment Business Day " means any day other than a Saturday or Sunday which is both (A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the...

  • Page 207
    ..., entered into by the Issuer). This Global Note has the benefit of a guarantee issued by DANAHER CORPORATION on 6 December 2011, copies of which are available for inspection during normal business hours at the office of the Issuing and Paying Agent referred to above. If this is an interest bearing...

  • Page 208
    ...(as defined in the ISDA Definitions) were the number of months specified on the face of this Note in relation to the Reference Rate; and "London Banking Day" shall mean a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits...

  • Page 209
    ... to be the Financial Times). 13. Instructions for payment must be received at the offices of the Issuing and Paying Agent referred to above together with this Global Note as follows: (a) if this Global Note is denominated in Australian dollars, New Zealand dollars, Hong Kong dollars or Japanese...

  • Page 210
    ... may be served on it by being delivered to Danaher UK Industries Limited, Suite 31, The Quadrant, 99 Parkway Avenue, Sheffield, S9 4WG, United Kingdom, Attention: Director, or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process...

  • Page 211
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 212
    ... made: Notation on behalf of Date Made Payment Payment To From Amount Paid Issuing and Paying Agent - 29 - Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 213
    ... E-mail: Telephone: Fax: Contact: Director With a copy to: Address: 2200 Pennsylvania Avenue, N.W Suite 800W Washington, D.C. 20037-1701 E-mail: Telephone: Fax: Attention: Vice President Treasurer The Guarantor DANAHER CORPORATION By: Name: Title: Address: /s/ Frank T. McFaden Frank...

  • Page 214
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 215
    ... Capital III, LLC ("Owner"), a Delaware limited liability company whose address is c/o FJ900, Inc., 23411 Autopilot Drive, Suite 217, Dulles, Virginia 20166, and FJ900, Inc. ("Manager"), a Delaware corporation whose address is 23411 Autopilot Drive, Suite 217, Dulles, Virginia 20166. WITNESSETH...

  • Page 216
    ...including without limitation, expenses in connection with services, supplies, fuel, landing fees, use, maintenance, operation, storage, supervision and management, in each case to the extent such expenses are not shared pursuant to Section 5(B). It is agreed and acknowledged that Owner will pay such...

  • Page 217
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 218
    ...authorized personnel and shall comply with all laws, ordinances, rules, regulations, insurance requirements, mandatory service bulletins issued or supplied by the manufacturer, and all FAA Airworthiness Directives. C. Airworthiness . All maintenance when completed shall be sufficient to maintain the...

  • Page 219
    ...000) single limit liability coverage and naming Manager and Manager's parent company (Danaher Corporation ("Danaher")), and Manager's and Danaher's respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds. B. Manager's Insurance. Throughout the...

  • Page 220
    ...Reports . Manager shall immediately notify Owner of any accident or incident connected with the Aircraft, and shall include in such report the time, place and nature of the accident or incident, the nature and extent of damage caused to property, the names and addresses of persons injured, the names...

  • Page 221
    ...i. it is a corporation or limited liability company, duly organized and existing in good standing under the laws of the state in which it is organized with the necessary power and qualifications to perform this Agreement; 7 Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar...

  • Page 222
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 223
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 224
    ... filing said action shall pay the other party's costs and expenses incurred in seeking such stay and/or compelling arbitration, including, without limitation, reasonable attorneys' fees. [The remainder of this page intentionaggy geft bgank.] 10 Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 225
    ... S. Teigland Name: Philip S. Teigland Title: President Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 226
    ... records, and airframe and engine log books. Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all...

  • Page 227
    ... Shared Expenses among the parties on a preliminary basis based on the total number of flight hours logged by each party's respective aircraft for the prior calendar year. At the beginning of each calendar quarter Owner and each of the other Participating Aircraft Operators shall pay to the Manager...

  • Page 228
    ... AIREEMENT THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (this " Agreement ") is made and entered into as of this 23 rd day of February, 2012 by and among FJ900, Inc., a corporation organized and existing under the laws of the State of Delaware with its principal place of business at...

  • Page 229
    ... USD (USD$135,000) equal to 1% of the Total Purchase Price shall be paid to Joust Group, by wire transfer of immediately available funds, to such account as Joust Group shall have designated in writing prior to the Closing. ARTICLE II THE CLOSING Section 2.1. Closing. Subject to the satisfaction...

  • Page 230
    ...under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. -3- Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by...

  • Page 231
    ... agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer's Serial Number 176 and...

  • Page 232
    ... equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company's possession or control (collectively, the " Aircraft Records "), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers...

  • Page 233
    ... and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Danaher Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds...

  • Page 234
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 235
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 236
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 237
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 238
    ... of the Company. Section 6.3. Indemnity. (a) Subject to the limitations set forth in this Article VI, each of the Sellers shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective shareholders, members, partners, directors, officers, managers, employees, agents and...

  • Page 239
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 240
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 241
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 242
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 243
    ... of the management and policies of such Person, whether by contract or otherwise. " Person" means an individual, corporation, company, limited liability company, partnership, limited liability partnership, association, joint venture, Governmental Authority, trust or any other entity or organization...

  • Page 244
    ... caused this Limited Liability Company Interest Purchase Agreement to be duly executed and delivered by their duly authorized representatives as of the date first written above. FJ900, INC. By: /s/ Philip Teigland Name: Philip Teigland Title: President By: /s/ Steven M. Rales Name: Steven M. Rales...

  • Page 245
    ... limited liability company (the " Company"), was formed pursuant to the filing of the Articles of Organization of the Company with the State Department of Assessments and Taxation of the State of Maryland; WHEREAS, the management, control and operation of the business and affairs of the Company...

  • Page 246
    ...shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. (e) Counterparts . This Assignment may be executed in any number of counterparts and such counterparts may be exchanged by means of electronic mail or facsimile -2- Source: DANAHER CORP /DE/, 10...

  • Page 247
    ...of this Assignment are executed and exchanged by electronic mail or facsimile transmission, the parties hereto shall endeavor to exchange original executed counterparts of this Assignment. [SIGNATURES ON FOLLOWING PAGE] -3- Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar...

  • Page 248
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 249
    ... and (e) of the Limited Liability Company Interest Purchase Agreement dated as of February 23, 2012 (the " Agreement ") by and among FJ900, Inc., a Delaware corporation and each of the Sellers. Capitalized terms used but not defined in this Certificate shall have the respective meanings set forth in...

  • Page 250
    ..., the Sellers have duly executed and delivered this Certificate on this day of , 2012. JOUST GROUP, L.L.C. By: Name: Mitchell P. Rales Title: Member By: Name: Steven M. Rales Title: Member Steven M. Rales -2- Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document...

  • Page 251
    ... is executed and delivered by FJ900, Inc., a Delaware corporation (" Buyer"), pursuant to Sections 2.3(b) and (c) of the Limited Liability Company Interest Purchase Agreement dated as of February 23, 2012 (the " Agreement ") by and among Buyer, Steven M. Rales (" Mr. Steven Rales") and Joust Group...

  • Page 252
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

  • Page 253
    ... 12.1 Danaher Corporation Statement Regarding Computation of Ratio of Earnings to Fixed Charges (In Thousands, except ratio data) Year Ended December 31 2009 2007 2008 2010 2011 Fixed Charges: Gross Interest Expense Interest Element of Rental Expense Interest on FIN 48 liabilities Total Fixed...

  • Page 254
    ... Beckman Coulter United Kingdom Limited Beckman Coulter, Inc. Beha-Amprobe GmbH Carnassial Corporation ChemTreat International, Inc. ChemTreat, Inc. Citicon (Hong Kong) Limited ClearSight Networks, Inc. Comark Limited Corr-Tek Idrometria S.r.l. Cragen Limited Danaher China Holdings Limited Danaher...

  • Page 255
    ... Electronics Canada LP Fluke Electronics Corporation Fluke Europe B.V. Fluke Holding Austria GmbH Fluke Italia S.r.l. Fluke Nederland B.V. Fluke Precision Measurement Limited Fluke Shanghai Corporation Fluke U.K. LTD. Gems Sensors Inc. Gendex Dental Systems S.r.l. Genetix GmbH Genetix Group Limited...

  • Page 256
    ...Japan Ohio Delaware Italy Switzerland Sweden New York Germany Italy Czech Republic Switzerland Sweden Sweden United Kingdom United Kingdom United Kingdom Australia United Kingdom Germany Illinois Singapore Switzerland United Kingdom Germany Canada Source: DANAHER CORP /DE/, 10-K, February 24, 2012...

  • Page 257
    ...New Milton) Ltd. Molecular Devices (Shanghai) Limited Molecular Devices, LLC Motion Engineering Incorporated Nexgen Diagnostics, LLC Delaware Germany Japan Hong Kong Italy Austria Germany United Kingdom Australia California Michigan Cayman Islands Delaware Wisconsin Delaware United Kingdom China...

  • Page 258
    ... Sarl Wolke Inks & Printers GmbH Zhuhai S.E.Z. Videojet Electronics Ltd. Zipher Limited Canada France France Germany China United Kingdom Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted...

  • Page 259
    ... subsidiaries for the year ended December 31, 2011. Registration Statements on Form S-3 Registration Number Date Filed 333-159060 May 8, 2009 Registration Statements on Form S-8 Name Registration Number Date Filed Tektronix, Inc. 2005 Stock Incentive Plan, as amended; Tektronix, Inc. 2002 Stock...

  • Page 260
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2012 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer Source: DANAHER CORP /DE/, 10...

  • Page 261
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 23, 2012 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer Source: DANAHER CORP /DE/, 10...

  • Page 262
    ... in all material respects the financial condition and results of operations of Danaher Corporation. Date: February 23, 2012 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer This certification accompanies the Annual Report on Form 10-K pursuant...

  • Page 263
    ... results of operations of Danaher Corporation. Date: February 23, 2012 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer This certification accompanies the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002...

  • Page 264
    ... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.