Danaher 2011 Annual Report Download - page 87

Table of Contents
Under the terms of the LYONs, the Company will pay contingent interest to the holders of LYONs during any six month period from January 23 to July 22
and from July 23 to January 22 if the average market price of a LYON for a 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 million, $2 million and $1
million of contingent interest on the LYONs for the years ended December 31, 2011, 2010 and 2009, respectively. Except for the contingent interest described
above, the Company will not pay interest on the LYONs prior to maturity.
Covenants and Redemption Provisions Applicable to the Notes
The Company may redeem some or all of the 2014 Notes, the 2016 Notes, the 2018 Notes and/or the 2019 Notes at any time by paying the principal amount
and a “make-whole” premium, plus accrued and unpaid interest. Prior to March 23, 2021 (three months prior to their maturity date), the Company may
redeem some or all of the 2021 Notes by paying the principal amount and a “make-whole” premium, plus accrued and unpaid interest. On or after March 23,
2021, the Company may redeem some or all of the 2021 Notes for their principal amount plus accrued and unpaid interest. If a change of control triggering
event occurs with respect to the Notes, each holder of Notes may require the Company to repurchase some or all of its Notes at a purchase price equal to 101%
of the principal amount of the Notes, plus accrued interest (100% of the principal amount plus accrued interest in the case of Eurobond Notes). A change of
control triggering event means the occurrence of both a change of control and a rating event, each as defined in the applicable supplemental indenture or
comparable instrument. Except in connection with a change of control triggering event as described above, the Company does not have any credit rating
downgrade triggers that would accelerate the maturity of a material amount of outstanding debt. In addition, the Company may redeem the Eurobond notes
upon the occurrence of specified, adverse changes in tax laws, or interpretations under such laws, at a redemption price equal to the principal amount of the
notes to be redeemed.
The indentures and comparable instruments pursuant to which the Notes were issued each contain customary covenants including, for example, limits on the
incurrence of secured debt and sale/leaseback transactions. None of these covenants are considered restrictive to the Company’s operations and as of
December 31, 2011, the Company was in compliance with all of its debt covenants.
Beckman Coulter Indebtedness
In connection with the acquisition of Beckman Coulter, the Company also assumed indebtedness with a fair value of $1.6 billion (the “Beckman Coulter
Notes”). During the third quarter of 2011, the Company retired substantially all of the Beckman Coulter Notes using proceeds from the issuance of U.S.
dollar commercial paper and recorded an approximate $33 million ($21 million, after tax or $0.03 per diluted share) charge to earnings due to “make whole”
payments associated with the extinguishment of certain of the Beckman Coulter Notes. The charge to earnings is reflected as a loss on early extinguishment of
debt in the accompanying Consolidated Statement of Earnings.
Other
The minimum principal payments during the next five years are as follows: 2012 - $98 million, 2013 - $1,037 million, 2014 - $406 million, 2015 -
$32 million, 2016 - $1,481 million and $2,251 million thereafter.
The Company made interest payments of approximately $133 million, $107 million and $88 million in 2011, 2010 and 2009, respectively.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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