Notes to Financial Statements | |
| 6 Months Ended
Jul. 03, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
NOTE 1. GENERAL |
NOTE 1. GENERAL
The consolidated condensed financial statements included herein have been prepared by Danaher Corporation (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December31, 2008 (the 2008 Annual Report on Form 10-K).
In the opinion of the registrant, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company at July3, 2009 and December31, 2008, and its results of operations and cash flows for the three and six months ended July3, 2009 and June27, 2008. The adoption of the provisions of Statement of Financial Accounting Standards (SFAS) No.160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No.51, by the Company, effective January1, 2009, did not impact the Company as noncontrolling interests included in the Companys consolidated financial statements are not significant.
Total comprehensive income was as follows ($ in millions):
July3,2009 June27,2008
Three Months Ended $ 558 $ 472
Six Months Ended 721 927
Total comprehensive income for the first half of 2009 includes the change in cumulative foreign translation adjustment associated with the translation of our foreign subsidiary financial statements into US dollars, as well as unrealized gains associated with certain marketable securities held for sale and open foreign currency forward contracts that qualify for hedge accounting in accordance with SFAS No.133, Accounting for Derivative Instruments and Hedging Activities, as amended. Refer to Note 6 for discussion of these forward contracts. Total comprehensive income for the first half of 2008 includes the change in cumulative foreign translation adjustment as well as the cumulative impact of the change in the measurement date for post-employment benefit obligations in accordance with SFAS No.158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No.87, 88, 106 and 132R. Refer to Notes 1 and 9 in the 2008 Annual Report on Form 10-K regarding the adoption of SFAS No.158.
The Company has evaluated subsequent events through July22, 2009 for recording or disclosure in these financial statements. |
NOTE 2. ACQUISITIONS |
NOTE 2. ACQUISITIONS
The Company continually evaluates potential acquisitions that either strategically fit with the Companys existing portfolio or expand the Companys portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Companys financial statements. This goodwill arises because the purchase prices for these businesses reflect a number of factors including the future earnings and cash flow potential of these businesses; the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers; the competitive nature of the process by which the Company acquired the business; and the complementary strategic fit and resulting synergies these businesses bring to existing operations.
The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair market value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair market value and more accurately allocate the purchase price. The only items considered for subsequent adjustment are items identified as of the acquisition date. The Company is continuing to evaluate certain pre-acquisition contingencies (as contemplated by SFAS No.38, Accounting for Preacquisition Contingencies of Purchased Enterprises) associated with certain of its 2008 acquisitions and will make appropriate adjustments to the purchase price allocation prior to the one-year anniversary of the acquisitions, as required.
The following briefly describes the Companys acquisition activity for the six months ended July3, 2009. For a complete description of the Companys acquisition and divestiture activity for the year ended December31, 2008, please refer to Note 2 to the Consolidated Financial Statements included in the 2008 Annual Report on Form 10-K.
During the first half of 2009, the Company completed the acquisition of three businesses for total consideration of approximately $140 million in cash, net of cash acquired. The businesses acquired manufacture instrumentation and/or supply products in the test and measurement, environmental and sensors and controls markets and had annual aggregate sales of approximately $50 million based on the acquired business revenues in their respective last completed fiscal year. These companies were acquired to complement existing units of the Professional Instrumentation and Industrial Technologies segments. The Company preliminarily recorded an aggregate of $98 million of goodwill related to these acquisitions.
The following table summarizes the aggregate estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the acquisitions consummated during the six |
NOTE 3. STOCK-BASED COMPENSATION |
NOTE 3. STOCK-BASED COMPENSATION
Stock options and restricted stock units (RSUs) have been issued to directors, officers and other employees under the Companys 1998 Stock Option Plan and the 2007 Stock Incentive Plan, and RSUs have been issued to the Companys CEO pursuant to an award approved by shareholders in 2003. In addition, in connection with the November 2007 Tektronix acquisition, the Company assumed the Tektronix 2005 Stock Incentive Plan and the Tektronix 2002 Stock Incentive Plan and assumed certain outstanding stock options, restricted stock and RSUs that had been awarded to Tektronix employees under the plans. These plans operate in a similar manner to the Companys 2007 Stock Incentive Plan and 1998 Stock Option Plan. No further equity awards will be issued under the 1998 Stock Option Plan, the Tektronix 2005 Stock Incentive Plan or the Tektronix 2002 Stock Incentive Plan. The 2007 Stock Incentive Plan provides for the grant of stock options, stock appreciation rights, RSUs, restricted stock or any other stock based award. In May 2009, the Companys shareholders approved amendments to the 2007 Stock Incentive Plan that, among other items, authorized the issuance of an additional 7million shares pursuant to the Plan bringing the total number of shares authorized for issuance under the Plan to 19 million. No more than 6million of the 19million authorized shares may be granted in any form other than stock option or stock appreciation rights.
Stock options granted under the 2007 Stock Incentive Plan, the 1998 Stock Option Plan, the Tektronix 2005 Stock Incentive Plan and the Tektronix 2002 Stock Incentive Plan generally vest pro-rata over a five-year period and terminate ten years from the issuance date, though the specific terms of each grant are determined by the Compensation Committee of the Companys Board of Directors (Compensation Committee). The Companys executive officers and certain other employees have been awarded options with different vesting criteria. Option exercise prices for options granted by the Company under these plans equal the closing price on the NYSE of the Companys common stock on the date of grant.Option exercise prices for the options outstanding under the Tektronix 2005 Stock Incentive Plan and the Tektronix 2002 Stock Incentive Plan were based on the closing price of Tektronix common stock on the date of grant. In connection with the Companys assumption of these options, the number of shares underlying each option and exercise price of each option were adjusted to reflect the substitution of Danaher stock for the Tektronix stock underlying these awards.
RSUs issued under the 2007 Stock Incentive Plan and the 1998 Stock Option Plan provide for the issuance of a share of the Companys common stock at no cost to the holder.They are generally subject to performance criteria determined by the Compensation Committee, as well as time-based vesting such that, in general, 50% of the RSUs granted vest (subject to satisfaction of the performance criteria) on each of the fourth and fifth anniversaries of the grant date. Certain of the Companys executive officers and other employees have been awarded RSUs with |
NOTE 4. GOODWILL |
NOTE 4. GOODWILL
The following table shows the rollforward of goodwill reflected in the financial statements resulting from the Companys acquisition activities for the six months ended July3, 2009 ($ in millions).
Balance, December31, 2008 $ 9,211
Attributable to 2009 acquisitions 98
Adjustments to purchase price allocations (43 )
Effect of foreign currency translations 92
Balance, July3, 2009 $ 9,358
Adjustments to purchase price allocations are a result of refinements made to the fair market valuations of intangible and other assets subsequent to the initial allocation of purchase price. The carrying value of goodwill at July3, 2009, for the Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools Components segments is $3,868 million, $3,272 million, $2,024 million, and $194 million, respectively. Goodwill arises from the excess of the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired. Management assesses goodwill for impairment for each of its reporting units at least annually at the beginning of the fourth quarter or as triggering events occur. In making its assessment of goodwill impairment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and marketplace data. The assessment for one reporting unit was updated as of July3, 2009 due to its financial performance compared with the expectations used in the 2008 annual assessment. This updated assessment indicated that no impairment of the reporting units goodwill existed. The factors used by management in its impairment analysis are inherently subject to uncertainty, particularly in light of the recent deterioration in overall global economic conditions and worldwide credit markets. While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units, if actual results are not consistent with managements estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken against net earnings. |
NOTE 5. FINANCING TRANSACTIONS |
NOTE 5. FINANCING TRANSACTIONS
The components of the Companys debt as of July3, 2009 and December31, 2008 were as follows ($ in millions):
July3,2009 December31,2008
U.S. dollar-denominated commercial paper $ 180 $ 624
4.5% guaranteed Eurobond Notes due July22, 2013 (500 million) 700 699
5.625% notes due 2018 500 500
5.4% notes due 2019 750
Zero coupon Liquid Yield Option Notes due 2021 (LYONs) 627 620
Other borrowings 147 176
Total 2,904 2,619
Less currently payable 41 66
Long-term debt $ 2,863 $ 2,553
For a full description of the Companys debt financing, please refer to Note 8 of the Companys 2008 Annual Report on Form 10-K and the description of the 2019 Notes set forth below.
The Company satisfies its short-term liquidity needs primarily through cash on hand and issuances of U.S. dollar and Euro commercial paper. As of July3, 2009, the commercial paper outstanding under the Companys U.S. dollar commercial paper program had a weighted average interest rate of 0.24% and a weighted average maturity of approximately 24.5 days. There was no outstanding Euro-denominated commercial paper as of July3, 2009. Credit support for the commercial paper program is provided by an unsecured $1.45 billion multicurrency revolving credit facility which expires on April25, 2012 and an unsecured $75 million multicurrency revolving credit facility that expires on May3, 2010.
The Company has a shelf registration statement on Form S-3 on file with the SEC that registers an indeterminate amount of debt securities, common stock, preferred stock, warrants, depositary shares, purchase contracts and units for future issuance. In March 2009, the Company used the shelf registration statement to complete an underwritten public offering of $750 million aggregate principal amount of 5.40% senior unsecured notes due 2019. The notes were issued at 99.93% of their principal amount. The net proceeds, after expenses and the underwriters discount, were approximately $745 million. A portion of the net proceeds were used to repay a portion of our outstanding commercial paper with the balance of the net proceeds invested in cash and equivalents and expected to be used for general corporate purposes, which may include acquisitions, further refinancing of debt, working capital, share repurchases and capital expenditures. The Company may redeem the notes at any time prior to their maturity at a redemption price equal to the greater of the principal amount of the notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest plus 40 basis points. If the Company experiences a change of control and a rating downgrade of a specified nature within a specified period following the change of control, the Company will be required to offer to repurchase the notes at a price equal to 101% of the principal amount plus accrued interest.
The Company has classified the borrowings under the commercial paper programs at July3, 2009 as long-term borrowings in the a |
NOTE 6. CONTINGENCIES |
NOTE 6. CONTINGENCIES
For a further description of the Companys litigation and contingencies, reference is made to Note 12 to the Consolidated Financial Statements included in the Companys 2008 Annual Report on Form 10-K.
The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly, and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances estimated property damage. The liability, shown in the table below, is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.
In certain cases the Company will sell extended warranty or maintenance agreements. The proceeds from these agreements are deferred and recognized as revenue over the term of the agreement.
The following is a rollforward of the Companys warranty accrual for the six months ended July3, 2009 ($ in thousands):
Balance, December31, 2008 $ 107,910
Accruals for warranties issued during the period 49,116
Attributable to 2009 acquisitions 1,014
Settlements made (47,279 )
Balance, July3, 2009 $ 110,761
The Company selectively uses derivative financial instruments to manage currency exchange risk and does not hold derivatives for trading purposes. In the fourth quarter of 2008, two wholly-owned subsidiaries of the Company entered into foreign currency forward contracts related to anticipated sales denominated in currencies other than the functional currency of the subsidiaries entering the contracts. A portion of the contracts were settled in the six months ended July3, 2009. The remaining open forward contracts, having an aggregate notional amount of 1.7 billion Japanese Yen ($18 million) as of July3, 2009 related to one subsidiary and an aggregate notional amount of 7.9million Euro ($11.1 million) also as of July3, 2009, related to the second subsidiary, will be settled at various dates during the remaining six month period ending December31, 2009 based on their terms. In accordance with SFAS No.133, the Company accounts for these forward contracts as cash flow hedges. These instruments qualify as effective or perfect hedges. As of July3, 2009 the aggregate fair value of the forward contracts was approximately $2.5 million. |
NOTE 7. PENSION AND OTHER POST-RETIREMENT BENEFITS |
NOTE 7. PENSION AND OTHER POST-RETIREMENT BENEFITS
The following sets forth the components of the Companys net periodic benefit cost of the non-contributory defined benefit plans for the three and six months ended July3, 2009 and June27, 2008 respectively ($ in millions):
Pension Benefits
Three Months Ended
US Non-US
July3,2009 June27,2008 July3,2009 June27,2008
Service cost $ 0.6 $ 2.1 $ 3.1 $ 3.8
Interest cost 19.1 18.6 7.6 8.5
Expected return on plan assets (21.1 ) (22.6 ) (4.6 ) (6.4 )
Amortization of prior service credits (0.1 ) (0.1 )
Amortization of loss 2.5 1.4 0.8 (0.1 )
Other 0.2
Net periodic cost / (benefit) $ 1.1 $ (0.5 ) $ 7.0 $ 5.7
Six Months Ended
US Non-US
July3, 2009 June27, 2008 July3, 2009 June27, 2008
Service cost $ 1.2 $ 4.2 $ 6.0 $ 7.5
Interest cost 38.2 37.2 14.8 16.8
Expected return on plan assets (42.2 ) (45.2 ) (8.9 ) (12.6 )
Amortization of prior service credits (0.2 ) (0.2 )
Amortization of loss / (gain) 5.0 2.8 1.5 (0.2 )
Other 0.8
Net periodic cost / (benefit) $ 2.2 $ (1.0 ) $ 14.0 $ 11.3
The following sets forth the components of the Companys other postretirement employee benefit plans for the three and six months ended July3, 2009 and June27, 2008 respectively ($ in millions):
Other Post-Retirement Benefits
ThreeMonthsEnded SixMonthsEnded
July3,2009 June27,2008 July3,2009 June27,2008
Service cost $ 0.3 $ 0.3 $ 0.6 $ 0.6
Interest cost 1.8 1.9 3.6 3.8
Amortization of prior service credits (2.0 ) (1.8 ) (4.0 ) (3.6 )
Amortization of loss 0.8 0.8 1.6 1.6
Net periodic cost $ 0.9 $ 1.2 $ 1.8 $ 2.4
Employer Contributions
During the six months ended July3, 2009, no contributions were made to the U.S. plan and there are no significant anticipated statutory funding requirements for the remainder of 2009. The Companys total 2009 contributions to non-U.S. plans are estimated to be approximately $30 million. |
NOTE 8. EARNINGS PER SHARE |
NOTE 8. EARNINGS PER SHARE
Basic earnings per share (EPS) is calculated by dividing net earnings by the weighted average number of common shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the numerator and the denominator of the basic EPS calculation for the effect of all potential dilutive common shares related to instruments outstanding during the period. For the three and six months ended July3, 2009, approximately 6.6million options to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. Information related to the calculation of earnings per share of common stock is summarized as follows ($ in thousands, except per share amounts):
NetEarnings (Numerator) Shares (Denominator) PerShare Amount
For the Three Months Ended July3, 2009:
Basic EPS $ 295,694 319,916 $ 0.93
Adjustment for interest on convertible debentures 2,398
Incremental shares from assumed exercise of dilutive options 2,653
Incremental shares from assumed conversion of the convertible debentures 11,971
Diluted EPS $ 298,092 334,540 $ 0.89
For the Three Months Ended June27, 2008:
Basic EPS $ 363,448 319,233 $ 1.14
Adjustment for interest on convertible debentures 2,576
Incremental shares from assumed exercise of dilutive options 5,342
Incremental shares from assumed conversion of the convertible debentures 11,976
Diluted EPS $ 366,024 336,551 $ 1.09
NetEarnings (Numerator) Shares (Denominator) PerShare Amount
For the Six Months Ended July3, 2009:
Basic EPS $ 533,406 319,626 $ 1.67
Adjustment for interest on convertible Debentures 4,859
Incremental shares from assumed exercise of dilutive options 2,413
Incremental shares from assumed conversion of the convertible debentures 11,971
Diluted EPS $ 538,265 334,010 $ 1.61
For the Six Months Ended June27, 2008:
Basic EPS $ 639,953 319,018 $ 2.01
Adjustment for interest on convertible debentures 5,139
Incremental shares from assumed exercise of dilutive options 5,269
Incremental shares from assumed conversion of the convertible debentures 11,976
Diluted EPS $ 645,092 336,263 $ 1.92
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NOTE 9. RESTRUCTURING AND OTHER RELATED CHARGES |
NOTE 9. RESTRUCTURING AND OTHER RELATED CHARGES
During the fourth quarter of 2008 the Company initiated and substantially completed restructuring actions to better position the Companys cost base for future periods. In connection with these actions, the Company recorded pre-tax restructuring and other related charges totaling $82.0 million ($61.5 million net of tax, or $0.18 per diluted share) in the fourth quarter of 2008. The restructuring and other related charges are improving operational efficiency through targeted workforce reductions and facility consolidations and closures. Approximately 93% of the total pre-tax charge required cash payments, which were funded with cash generated from operations. Through July3, 2009, substantially all required cash payments had been made. For a full description of the Companys fourth quarter 2008 restructuring activities, please refer to Note 16 of the Companys 2008 Annual Report on Form 10-K.
In addition, on April21, 2009, the Company approved a plan to implement further cost reductions throughout its businesses.The plan resulted from managements assessment that significant additional actions were appropriate to adjust the Companys cost base in light of the continued weakness in demand in most of the Companys end markets resulting from the overall deterioration in global economic conditions.This plan, which authorized spending for actions of up to $120 million, is in addition to the Companys regular on-going restructuring actions which the Company has previously estimated will cost $40 to $60 million in 2009 as indicated in the Companys 2008 Annual Report on Form 10-K.
Aggregate total 2009 expected restructuring and related charges for restructuring actions currently planned and in the process of being implemented and the associated costs incurred during the three and six months ended July3, 2009 are summarized in the table below ($ in millions):
Employee Severance Related FacilityExit Other Related Charges TotalRestructuring Other Related Charges
Total Expected Costs $ 133.0 $ 27.0 $ 160.0
Costs incurred:
Three months ended April3, 2009 $ 9.9 $ 0.3 10.2
Three months ended July3, 2009 44.6 1.2 45.8
Six months ended July3, 2009 $ 54.5 $ 1.5 56.0
Remaining Expected Costs $ 78.5 $ 25.5 $ 104.0
The nature of the restructuring and related activities were broadly consistent throughout the Companys reportable segments and resulted in the pre-tax charges during the year three and six months ended July3, 2008 as reflected in the table below ($ in millions):
Total ExpectedCosts Costs Incurred: Remaining Costs
ThreeMonths EndedJuly3,2009 SixMonths EndedJuly3,2009
Professional Instrumentation $ 60.5 $ 29.9 $ 31.5 $ 29.0
Medical Technologies 32.6 7.2 8.9 23.7
Industrial Technologies 45.6 6.7 12.9 32.7
Tools Components 21.3 2.0 2.7 18.6
$ 160.0 $ 45.8 $ 56.0 $ |
NOTE 10. SEGMENT INFORMATION |
NOTE 10. SEGMENT INFORMATION
The Company reports under four segments: Professional Instrumentation, Medical Technologies, Industrial Technologies andToolsComponents. Segment information is presented consistently with the basis described in the 2008 Annual Report on Form10-K. There has been no material change in total assets or liabilities by segment except for the effect of the 2009 acquisitions (see Note 2). Segment results for the three and six months ended July3, 2009 and June27, 2008 are shown below ($ in thousands):
Three Months Ended Six Months Ended
July3, 2009 June27,2008 July3, 2009 June27,2008
Sales:
Professional Instrumentation $ 1,035,570 $ 1,247,280 $ 2,045,933 $ 2,403,139
Medical Technologies 737,540 839,985 1,454,599 1,598,197
Industrial Technologies 647,873 869,065 1,298,000 1,667,700
Tools and Components 252,626 327,565 502,821 643,733
$ 2,673,609 $ 3,283,895 $ 5,301,353 $ 6,312,769
Operating Profit:
Professional Instrumentation $ 155,955 $ 250,475 $ 335,074 $ 441,194
Medical Technologies 72,176 90,627 149,321 177,459
Industrial Technologies 101,770 148,733 191,098 266,504
Tools and Components 36,590 42,601 53,193 79,702
Other (22,545 ) (21,972 ) (44,521 ) (41,173 )
$ 343,946 $ 510,464 $ 684,165 $ 923,686
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