Danaher 2011 Annual Report Download - page 55

Table of Contents
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 loss on early extinguishment of
debt in the Consolidated Statement of Earnings.
For additional details regarding the Company’s debt as of December 31, 2011 see Note 10 to the Consolidated Financial Statements.
Shelf Registration Statement
The Company has a “well-known seasoned issuer” shelf registration statement on Form S-3 on file with the SEC that registers an indeterminate amount of debt
securities, common stock, preferred stock, warrants, depositary shares, purchase contracts and units for future issuance. On June 21, 2011, the Company
used this shelf registration statement to complete the underwritten public offering of 19,250,000 shares of Danaher common stock at a price to the public of
$51.75 per share. The net proceeds, after deducting expenses and the underwriters’ discount, were approximately $966 million and were used to fund a
portion of the purchase price for Beckman Coulter. On June 23, 2011, the Company also used this shelf registration statement to complete the underwritten
public offering of the 2011 Financing Notes.
The Company expects to use the net proceeds from future securities sales off this shelf registration statement for general corporate purposes. These purposes
may include, but are not limited to, reduction or refinancing of debt or other corporate obligations; acquisitions; capital expenditures; share repurchases and
dividends; and working capital.
Stock Repurchase Program
On May 11, 2010, the Company’s Board of Directors authorized the repurchase of up to 20 million shares of the Company’s common stock from time to time
on the open market or in privately negotiated transactions. There is no expiration date for the Company’s repurchase program. The timing and amount of any
shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program
may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans
(or any successor plans) and for other corporate purposes.
Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during 2011 or 2010. As of December 31, 2011,
20 million shares remained available for repurchase pursuant to this program. The Company expects to fund any future repurchases using the Company’s
available cash balances or proceeds from the issuance of commercial paper.
Dividends
The Company declared a regular dividend of $0.025 per share that was paid on January 27, 2012 to holders of record on December 30, 2011. Aggregate cash
payments for dividends during 2011 were approximately $61 million.
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As of December 31, 2011, the Company held $537 million of cash and cash equivalents that were invested in highly liquid investment grade debt
instruments with a maturity of 90 days or less with an average weighted annual interest rate of 0.2%. $14 million of this amount was held within the United
States and $523 million was held outside of the United States. The Company will continue to have cash requirements to support working capital needs,
capital expenditures and acquisitions, to pay interest and service debt, 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
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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