Danaher 2011 Annual Report Download - page 78

Table of Contents
During 2011, 2010 and 2009, in connection with completed acquisitions, the Company has incurred $57 million, $36 million and $24 million, respectively,
of pre-tax transaction related costs, primarily banking fees, legal fees, amounts paid to other third party advisers and change in control costs. In addition, the
Company’s earnings for 2011, 2010 and 2009 reflect the impact of additional pre-tax charges totaling $117 million, $54 million and $13 million,
respectively, associated with fair value adjustments to acquired inventory and acquired deferred revenue related to significant acquisitions.
Pro Forma Financial Information (Unaudited)
The unaudited pro forma information for the periods set forth below gives effect to the 2011 and 2010 acquisitions as if they had occurred as of January 1,
2010. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would
have been achieved had the acquisitions been consummated as of that time ($ in millions except per share amounts):
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Sales $17,994.8 $16,866.5
Net earnings from continuing operations $2,013.2 $1,860.9
Diluted earnings per share from continuing operations $2.84 $2.66
The 2010 unaudited pro forma revenue and earnings set forth above were adjusted to include the impact of approximately $117 million in non-recurring
acquisition date fair value adjustments to inventory and deferred revenue related to the Beckman Coulter acquisition. The 2011 unaudited pro forma revenue
and earnings were adjusted to exclude the impact of the above noted acquisition date fair value adjustments. Acquisition-related transaction costs associated
with the Beckman Coulter transaction incurred by both the Company and Beckman Coulter of approximately $60 million were excluded from the pro-forma
earnings in each of the 2011 and 2010 periods presented.
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In April 2011, the Company sold its Pacific Scientific Aerospace (“PSA”) business for a sale price of $680 million in cash. This business, which was part of
the Industrial Technologies segment and supplies safety, security and electric power components to commercial and military aerospace markets globally, had
annual revenues of $377 million in 2010. Upon closing of the transaction, the Company recorded an after-tax gain on the sale of approximately $202 million
or $0.29 per diluted share.
In November 2011, the Company entered into a definitive agreement to sell its integrated scanning system business (the “Accu-Sort businesses” or “ASI”) for
a sale price of approximately $135 million in cash, and the sale was consummated in January 2012. In addition, in December 2011, the Company entered
into a definitive agreement to sell its Kollmorgen Electro-Optical (“KEO”) business for a sale 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, stabilized electro-optical/ISR systems that integrate into
submarines, surface ships and ground vehicles. The businesses had combined annual revenues of $275 million in 2011. The Company expects to reflect an
aggregate after-tax gain on the sale of these businesses of approximately $93 million or $0.13 per diluted share in its first quarter 2012 results in connection
with the closing of these transactions.
The Company has reported the PSA, ASI and KEO businesses as discontinued operations in its consolidated financial statements. Accordingly, the results of
operations for all periods presented have been reclassified to reflect these businesses as discontinued operations and the assets and liabilities of these
businesses have been reclassified as held for sale for all periods presented. The Company allocated a portion of the consolidated interest expense to
discontinued operations based on the ratio of the discontinued businesses’ net assets to the Company’s consolidated net assets.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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